FIVE HUNDRED THOUSAND CANADIAN DOLLARS (CDN$82,500,000) (THE
"PURCHASE PRICE").
THE PURCHASE PRICE IS SUBJECT TO ADJUSTMENT PURSUANT TO
SECTION 9 HEREOF, BUT OTHERWISE WILL NOT BE CALCULATED ON A PER ACRE BASIS,
EXCEPT FOR THE LANDS IN EXHIBIT "B" WITH RESPECT TO WHICH A PER ACRE VALUATION
AND ALLOCATION OF $300 PER ACRE IS HEREBY AGREED TO BY THE PARTIES.
THE
PURCHASE PRICE SHALL BE PAYABLE IN IMMEDIATELY AVAILABLE FUNDS IN LAWFUL MONEY
OF CANADA ON THE CLOSING DATE TO AN ACCOUNT OR ACCOUNTS DESIGNATED BY SELLER.
3.
INTENTIONALLY DELETED
4.
TIME AND PLACE OF CLOSING.
THE CLOSING OF THE TRANSACTIONS
CONTEMPLATED HEREBY (THE "CLOSING") SHALL OCCUR ON THE DATE WHICH IS FIFTEEN
(15) DAYS FOLLOWING THE EXPIRATION OF THE INSPECTION PERIOD, OR SUCH EARLIER
DATE AS SELLER AND PURCHASER SHALL MUTUALLY AGREE, WITH TIME BEING OF THE
ESSENCE AS TO PURCHASER'S AND SELLER'S OBLIGATIONS IN RESPECT OF THE CLOSING.
THE CLOSING SHALL TAKE PLACE AT THE OFFICES OF MCINNES COOPER, LOCATED AT
SUITE 1300, PURDY'S WARF, TOWER II, 1969 UPPER WATER STREET, HALIFAX, NOVA
SCOTIA, CANADA
B3J 2V1.
THE DATE OF CLOSING IS HEREINAFTER REFERRED TO AS THE
"CLOSING DATE".
5.
CONDITION OF TITLE AND TITLE DUE DILIGENCE.
(A)
PURCHASER SHALL HAVE UNTIL 6:00 P.M. EST ON THE DATE WHICH IS THE
EARLIER OF (I) FIFTEEN (15) DAYS FOLLOWING THE EFFECTIVE DATE OR (II) OR TEN
(10) DAYS FOLLOWING PURCHASER'S RECEIPT OF A SATISFACTORY TITLE INSURANCE
COMMITMENT (THE "INSPECTION PERIOD") TO NOTIFY SELLER IN WRITING OF ANY
OBJECTIONS PURCHASER HAS TO THE LEASES, THE CONTRACTS, ANY MATTERS SHOWN OR
REFERRED TO IN ANY TITLE REPORT OR TITLE INSURANCE COMMITMENT OBTAINED BY
PURCHASER (AT PURCHASER'S SOLE COST AND EXPENSE) THAT ARE NOT PERMITTED
EXCEPTIONS (AS DEFINED BELOW); PROVIDED, HOWEVER, THAT PURCHASER SHALL HAVE NO
RIGHT TO OBJECT TO ANY TITLE MATTERS UNLESS AND UNTIL SUCH OTHERWISE
OBJECTIONABLE MATTERS HAVE A MATERIALLY ADVERSE EFFECT ON FIVE PERCENT (5%) OR
MORE OF THE TOTAL ACREAGE OF THE REAL PROPERTY IN THE AGGREGATE.
(B)
MONETARY ENCUMBRANCES THAT ARE NOT PERMITTED EXCEPTIONS SHALL BE
DISCHARGED BY SELLER FROM SELLER'S PROCEEDS OF THE CLOSING.
PURCHASER SHALL NOT
OBJECT TO AND SHALL ACCEPT THE FOLLOWING MATTERS, WHICH SHALL BE DEEMED TO BE
PERMITTED EXCEPTIONS:
(I)
LIENS FOR TAXES OR ASSESSMENTS, GENERAL
OR SPECIAL, OR OTHER GOVERNMENTAL CHARGES WHICH ARE NOT YET DUE AND PAYABLE AS
OF THE CLOSING;
(II)
ALL LAND USE (INCLUDING BUT NOT LIMITED TO
FORESTRY, ENDANGERED SPECIES, ENVIRONMENTAL AND WETLANDS), BUILDING AND ZONING
LAWS, REGULATIONS, CODES AND ORDINANCES AFFECTING THE REAL PROPERTY AND OTHER
LAWS, ORDINANCES, REGULATIONS, RULES, ORDERS, LICENSES OR DETERMINATIONS OF ANY
FEDERAL, PROVINCIAL, COUNTY, MUNICIPAL OR
2
OTHER GOVERNMENTAL AUTHORITY HERETOFORE (THE "LEGAL REQUIREMENTS"), NOW OR
HEREAFTER ENACTED, MADE OR ISSUED BY ANY SUCH AUTHORITY TO THE EXTENT SUCH LEGAL
REQUIREMENTS DO NOT MATERIALLY AND ADVERSELY AFFECT THE USE OR VALUE OF THE
ASSETS AS TIMBERLANDS, OR ANY PORTION THEREOF, OTHER THAN AS IS TYPICAL IN THE
TIMBER INDUSTRY IN NOVA SCOTIA;
(III)
ANY RIGHTS OF CANADA, THE PROVINCE