RIGHTS, TITLE AND INTEREST IN
AND TO THE CONTRACTS AND THE LEASES, AND THE PERSONAL PROPERTY ARE SOMETIMES
COLLECTIVELY REFERRED TO AS THE "ASSETS".
1.3.
EXCLUDED ASSETS.
ALL ASSETS OF SELLER NOT REFERRED TO IN SECTION
1.1 (THE "EXCLUDED ASSETS") SHALL BE RETAINED BY SELLER, AND SHALL NOT BE
TRANSFERRED TO OR PURCHASED BY PURCHASER.
WITHOUT LIMITING THE GENERALITY OF
THE FOREGOING, PURCHASER SHALL NOT PURCHASE FROM SELLER:
CASH, ACCOUNTS,
ACCOUNTS RECEIVABLE, PREPAID ITEMS, CREDITS AND DEPOSITS, CLAIMS AND RIGHTS OF
ACTION, PERMITS NOT RELATED TO THE REAL PROPERTY OR WHICH ARE NOT TRANSFERABLE,
PENSION OR OTHER EMPLOYEE BENEFIT PLANS, PERSONNEL FILES, TRADEMARKS, TRADE
NAMES OR OTHER INTELLECTUAL PROPERTY EXCEPT TO THE EXTENT THAT PURCHASER HIRES
OR ACQUIRES ANY OF SELLER'S EMPLOYEES AS A PART OF THIS TRANSACTION IN WHICH
CASE ALL PERSONNEL FILES FOR SUCH EMPLOYEES WILL BE TRANSFERRED TO PURCHASER TO
THE EXTENT PERMITTED BY APPLICABLE LAW.
2.
PURCHASE PRICE.
THE PURCHASE PRICE FOR THE ASSETS IS ONE HUNDRED FIFTY
FIVE MILLION AND 00/100 DOLLARS [CANADIAN] ($155,000,000.00) (THE "PURCHASE
PRICE").
THE PURCHASE PRICE IS SUBJECT TO ADJUSTMENT PURSUANT TO SECTION 9
HEREOF.
THE PURCHASE PRICE SHALL BE PAYABLE BY WIRE TRANSFER OF IMMEDIATELY
AVAILABLE FUNDS IN LAWFUL MONEY OF THE [UNITED STATES/CANADA] ON THE CLOSING
DATE TO AN ACCOUNT OR ACCOUNTS DESIGNATED BY SELLER.
3.
EARNEST MONEY RECEIPT.
WITHIN FIVE (5) BUSINESS DAYS FOLLOWING THE
EFFECTIVE DATE PURCHASER SHALL DEPOSIT WITH SELLER'S COUNSEL, MCINNES COOPER,
LOCATED AT 1601 LOWER WATER STREET, HALIFAX, NOVA SCOTIA, CANADA
B3J 2V1 (THE
"ESCROW AGENT"), PURSUANT A WRITTEN ESCROW AGREEMENT BETWEEN THE PARTIES, TO BE
DEPOSITED INTO A SEPARATE, SEGREGATED ACCOUNT SET UP BY THE ESCROW AGENT FOR THE
PURPOSE OF HOLDING SUCH DEPOSIT, THE AMOUNT OF ONE MILLION AND NO/100 DOLLARS
($1,000,000) IN CASH, OR A LETTER OF CREDIT OF EQUAL VALUE REASONABLY ACCEPTABLE
TO SELLER, PAID OR DELIVERED AS EARNEST MONEY (TOGETHER WITH ANY INTEREST EARNED
THEREON, THE "EARNEST MONEY").
THE ESCROW AGENT SHALL BE REQUIRED TO INVEST THE
EARNEST MONEY DEPOSIT IN AN INTEREST BEARING ACCOUNT.
AT CLOSING, THE ESCROW
AGENT SHALL DELIVER THE EARNEST MONEY TO SELLER AND PURCHASER SHALL RECEIVE A
CREDIT AGAINST THE PURCHASE PRICE IN AN AMOUNT EQUAL TO THE EARNEST MONEY
INCLUDING ALL INTEREST EARNED THEREON SO DELIVERED.
IN THE EVENT THAT THE
CLOSING DOES NOT OCCUR, THE EARNEST MONEY, INCLUDING ANY INTEREST THEREON, SHALL
BE PROMPTLY REFUNDED TO PURCHASER OR DISBURSED TO SELLER IN ACCORDANCE WITH THE
TERMS OF THIS AGREEMENT
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 1601 LOWER WATER
STREET, HALIFAX, NOVA SCOTIA, CANADA
B3J 2V1.
THE DATE OF CLOSING IS
HEREINAFTER REFERRED TO AS THE