CONTEMPLATED HEREIN UNLESS AND
UNTIL THE PURCHASE AND SALE CONTEMPLATED HEREIN SHALL HAVE BEEN COMPLETED OR THE
PROPOSED TRANSACTION HAS BEEN ANNOUNCED BY THE PARTIES, IN EITHER CASE AS HEREIN
CONTEMPLATED, THE EXISTENCE AND THE TERMS AND CONDITIONS OF THIS AGREEMENT SHALL
BE KEPT CONFIDENTIAL BY THE PARTIES.
(B)
NO PRESS RELEASES OR OTHER PUBLIC STATEMENTS CONCERNING THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE MADE BY EITHER PARTY
WITHOUT THE PRIOR WRITTEN APPROVAL OF THE OTHER, EXCEPT AS REQUIRED BY
APPLICABLE LAW.
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32.
ACREAGE.
SELLER IS SELLING AND PURCHASER IS PURCHASING THE REAL
PROPERTY
BASED ON A GIS ESTIMATE OF THE TOTAL ACREAGE.
THE PARTIES HERETO
UNDERSTAND AND AGREE THAT THE EXACT ACREAGE OF THE REAL PROPERTY IS NOT
REPRESENTED, WARRANTED OR GUARANTEED BY SELLER.
33.
CURRENCY.
UNLESS OTHERWISE SPECIFICALLY REFERENCED HEREIN ALL
DOLLAR AMOUNTS LISTED, REFERENCED OR DESCRIBED IN THIS AGREEMENT SHALL REFER TO
AND BE INTERPRETED TO REPRESENT CANADIAN DOLLARS.
34.
RECORDING.
PURCHASER SHALL NOT RECORD THIS AGREEMENT OR ANY
MEMORANDUM HEREOF.
35.
GOVERNMENTAL APPROVALS.
IF FILINGS ARE REQUIRED UNDER THE
COMPETITION ACT OR THE INVESTMENT CANADA ACT, THE PARTIES WILL COOPERATE AND USE
COMMERCIALLY REASONABLE EFFORTS TO MAKE SUCH FILINGS IN A TIMELY MANNER, AND THE
CLOSING DATE SHALL BE POSTPONED UNTIL ALL APPLICABLE APPROVALS HAVE BEEN
OBTAINED AND THERE HAS BEEN COMPLIANCE WITH REQUISITE NOTICE PERIODS.
36.
PREVIOUS TITLE POLICIES AND SURVEYS.
TO THE EXTENT NOT PREVIOUSLY
PROVIDED AS PART OF PURCHASER'S DUE DILIGENCE, SELLER AGREES TO DELIVER TO
PURCHASER FOR PURCHASER'S RECEIPT AT CLOSING OR WITHIN A REASONABLE TIME
THEREAFTER (I) ALL PREVIOUS TITLE POLICIES IN SELLER'S POSSESSION WHICH INSURE
THE REAL PROPERTY OR PORTIONS THEREOF (II) ABSTRACTS OF TITLE, CERTIFICATE OF
TITLE AND TITLE NOTES, AND (III) ALL SURVEYS, GIS DATA AND MAPPING INFORMATION
IN SELLER'S POSSESSION SHOWING THE REAL PROPERTY OR PORTIONS THEREOF.
37.
TIME PERIODS.
IF THE TIME PERIOD BY WHICH ANY RIGHT, OPTION, OR
ELECTION PROVIDED UNDER THIS AGREEMENT MUST BE EXERCISED, OR BY WHICH ANY ACT
REQUIRED HEREUNDER MUST BE PERFORMED, EXPIRES OR FALLS ON A SATURDAY, SUNDAY OR
LEGAL OR BANK HOLIDAY IN EITHER THE STATE OF NEW YORK OR PROVINCE OF NOVA
SCOTIA, THEN SUCH TIME PERIOD SHALL AUTOMATICALLY BE EXTENDED THROUGH THE CLOSE
OF BUSINESS ON THE NEXT REGULARLY SCHEDULED BUSINESS DAY.
38.
FURTHER ASSURANCES.
THE PARTIES HERETO WILL DO SUCH ACTS AND THINGS
AND EXECUTE SUCH DOCUMENTS, BOTH BEFORE AND AFTER CLOSING, AS ARE REASONABLY
NECESSARY TO GIVE EFFECT TO THE INTENT OF THIS AGREEMENT.
39.
POST CLOSING OBLIGATIONS.
IN ORDER THAT PURCHASER, SELLER, AND THIS
TRANSACTION SHALL BE ABLE TO TIMELY COMPLY WITH THE LAND REGISTRATION ACT AND
THE CONVERSION AGREEMENT AFTER THE CLOSING DATE SELLER WILL CO-OPERATE WITH
PURCHASER WITH RESPECT TO PROVIDING INFORMATION, OR PROVIDING STATUTORY
DECLARATIONS WHERE APPLICABLE, REGARDING THE TITLE OF THE LAND OR PORTIONS
THEREOF, INCLUDING, WITHOUT LIMITATION, AND TO THE EXTENT PRACTICAL, MAKING
AVAILABLE TO PURCHASER SELLER'S EMPLOYEES WHO MAY HAVE KNOWLEDGE REGARDING THE
REAL PROPERTY.
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IN WITNESS WHEREOF, the parties hereto have