THE TEMPORARY ENCUMBRANCES,
WITHOUT ADJUSTMENT OR REDUCTION OF THE PURCHASE PRICE.
AT CLOSING, SELLER SHALL
ASSIGN AND PURCHASER SHALL ASSUME SELLER'S RIGHTS, DUTIES, OBLIGATIONS AND
LIABILITIES UNDER THE TEMPORARY ENCUMBRANCES ARISING OR OCCURRING ON OR AFTER
THE DATE OF CLOSING, PURSUANT TO A MUTUALLY ACCEPTABLE ASSIGNMENT AND ASSUMPTION
AGREEMENT (THE "ASSIGNMENT AND ASSUMPTION OF TEMPORARY ENCUMBRANCES").
ANY
INCOME DUE UNDER THE TEMPORARY ENCUMBRANCES SHALL BE PRO-RATED AS OF THE CLOSING
DATE.
(E)
AT CLOSING, THE SELLER SHALL EXECUTE AND DELIVER TO PURCHASER A
WARRANTY DEED ACCEPTABLE FOR REGISTRATION IN EACH LAND REGISTRATION DISTRICT IN
WHICH THE REAL PROPERTY IS LOCATED, WARRANTING TITLE AGAINST THE CLAIMS OF ALL
PERSONS CLAIMING BY, THROUGH OR UNDER SELLER (INCLUDING SELLER'S PREDECESSOR IN
TITLE, KIMBERLY-CLARK, INC.), BUT AGAINST NONE OTHER AND SUBJECT ONLY TO
SPECIFIC INSTRUMENTS OR DOCUMENTS AFFECTING THE TITLE WHICH ARE PERMITTED
EXCEPTIONS (EACH, A "DEED", AND COLLECTIVELY, THE "DEEDS").
THE DEEDS AND THE
ATTACHED DESCRIPTIONS OF THE LAND SHALL BE IN A FORM SUITABLE FOR THE CONVEYANCE
OF TITLE TO PURCHASER, INCLUDING THE ATTACHMENT OF THE MAPS WHERE NECESSARY, AND
FOR (1) REGISTRATION UNDER THE REGISTRY ACT FOR THOSE PARCELS OF THE LAND NOT
REGISTERED UNDER THE LAND REGISTRATION ACT AND (2) REVISION INTO THE NAME OF
PURCHASER FOR THOSE PARCELS OF THE LAND REGISTERED UNDER THE LAND REGISTRATION
ACT AS OF THE DATE OF CLOSING.
(F)
AT CLOSING, (I) BY THE EXECUTION OF A MUTUALLY ACCEPTABLE
ASSIGNMENT AND ASSUMPTION AGREEMENT, SELLER SHALL ASSIGN SELLER'S RIGHT, TITLE
AND INTEREST IN AND TO AND PURCHASER SHALL ASSUME SELLER'S DUTIES, OBLIGATIONS
AND LIABILITIES UNDER THAT CERTAIN LAND REGISTRATION ACT CONVERSION EXTENSION
AND RESTATEMENT AGREEMENT WITH THE PROVINCE OF NOVA SCOTIA DATED SEPTEMBER 24,
2009, AS AMENDED WITH RESPECT TO THE REAL PROPERTY (HEREINAFTER, AN "ASSIGNMENT
OF CONVERSION AGREEMENT").
SELLER AND PURCHASER ACKNOWLEDGE AND AGREE THAT THE
ASSIGNMENT OF THE CONVERSION AGREEMENT WILL REQUIRE THE CONVERSION AND
REGISTRATION OF THE REAL PROPERTY THROUGH 2010 AND BEYOND, AND (II) AFTER THE
CLOSING DATE IT SHALL BE THE SOLE COST AND OBLIGATION OF PURCHASER, SUBJECT TO
SELLER'S OBLIGATIONS UNDER SECTION 39 BELOW, TO REGISTER THE REAL PROPERTY IN
ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE ASSIGNMENT OF CONVERSION
AGREEMENT.
6.
EXPROPRIATION.
IF, PRIOR TO CLOSING, ANY PORTION OF THE REAL
PROPERTY IS
LAWFULLY EXPROPRIATED IN ACCORDANCE WITH ANY APPLICABLE LAW, OR IS
DAMAGED BY SUCH A EXPROPRIATION (HEREINAFTER A "TAKING"), THEN (A) THIS
AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT; (B) AT CLOSING, AS PURCHASER'S
SOLE REMEDY FOR SUCH TAKING, PURCHASER SHALL HAVE THE REMEDIES AVAILABLE TO IT
IN SECTION 9 OF THIS AGREEMENT; AND (C) SELLER SHALL RETAIN ALL OF THE RIGHT,
TITLE AND INTEREST IN AND TO ANY AWARDS OR COMPENSATION THAT HAVE BEEN OR THAT
MAY THEREAFTER BE MADE FOR ANY SUCH TAKING OF THE REAL PROPERTY OCCURRING PRIOR
TO CLOSING.
7.
CASUALTY.
IN THE EVENT OF ANY LOSS, DAMAGE OR DESTRUCTION TO
THE REAL PROPERTY PRIOR TO CLOSING AND WHICH DAMAGES OR DESTROYS TIMBER ON THE
REAL PROPERTY HAVING A FAIR