SHALL REFER TO CALENDAR DAYS UNLESS BUSINESS DAYS ARE
SPECIFIED; PROVIDED, THAT IF THE RELEVANT TIME PERIOD WOULD OTHERWISE END ON A
DATE WHICH IS NOT A BUSINESS DAY, SUCH PERIOD SHALL INSTEAD END ON THE
IMMEDIATELY SUCCEEDING BUSINESS DAY.
ALL ACCOUNTING TERMS USED HEREIN AND NOT
EXPRESSLY DEFINED HEREIN SHALL HAVE THE
7
MEANINGS GIVEN TO THEM UNDER ACCOUNTING PRINCIPLES THAT ARE GENERALLY ACCEPTED
AND EMPLOYED IN THE UNITED STATES OF AMERICA.
ANY REPRESENTATION OR WARRANTY
CONTAINED HEREIN AS TO THE ENFORCEABILITY OF A CONTRACT OR OTHER AGREEMENT SHALL
BE SUBJECT TO THE EFFECT OF ANY BANKRUPTCY, INSOLVENCY, REORGANIZATION,
MORATORIUM OR OTHER SIMILAR LAW AFFECTING THE ENFORCEMENT OF CREDITORS' RIGHTS
GENERALLY AND TO GENERAL EQUITABLE PRINCIPLES (REGARDLESS OF WHETHER SUCH
ENFORCEABILITY IS CONSIDERED IN A PROCEEDING IN EQUITY OR AT LAW).
ARTICLE II
PURCHASE AND SALE
2.01
PURCHASED ASSETS.
AT THE CLOSING SELLER WILL
SELL, CONVEY, TRANSFER, GRANT, ASSIGN AND DELIVER TO PURCHASER AND PURCHASER
SHALL PURCHASE, ACCEPT AND RECEIVE FROM SELLER, ON THE TERMS AND SUBJECT TO THE
CONDITIONS SET FORTH IN THIS AGREEMENT, INCLUDING THE PROVISIONS OF
SECTION 2.06, FREE AND CLEAR OF ANY LIEN OF ANY KIND WHATSOEVER OTHER THAN THE
PERMITTED EXCEPTIONS, ALL OF THE FOLLOWING ASSETS (THE "PROPERTY"):
(A)
TIMBERLANDS.
THE REAL PROPERTY LYING IN
VARIOUS COUNTIES IN THE STATE OF TEXAS MORE PARTICULARLY DESCRIBED ON SECTION
2.01(A) OF THE DISCLOSURE SCHEDULE ATTACHED HERETO CONSISTING OF 464,963 ACRES
OF TIMBERLAND, MORE OR LESS, AND SEED ORCHARD, TOGETHER WITH ALL TIMBER OF ALL
SPECIES THEREON (INCLUDING THOSE STANDING DEAD OR DOWN, ALL FELLED AND BUCKED
LOGS, TREES, SHRUBS AND REPRODUCTION THEREON) AS OF THE CLOSING DATE, AND
INCLUDING ALL BUILDINGS, STRUCTURES, OTHER CONSTRUCTIONS AND IMPROVEMENTS OF
EVERY NATURE LOCATED OR SITUATED ON SUCH REAL PROPERTY; TENEMENTS, RIGHTS,
SERVITUDES, EASEMENTS, HEREDITAMENTS, RIGHTS OF WAY, PRIVILEGES, LIBERTIES,
APPENDAGES AND APPURTENANCES NOW OR HEREAFTER BELONGING OR PERTAINING TO SUCH
REAL PROPERTY (THE "TIMBERLANDS");
(B)
MINERAL RIGHTS.
ALL OF SELLER'S RIGHT,
TITLE AND INTEREST IN AND TO: (I)
ANY OIL, GAS, OTHER HYDROCARBONS, SAND,
GRAVEL, AND ANY OTHER MINERALS AND MINERAL INTERESTS, WHICH MAY BE IN, UNDER
AND/OR THAT MAY BE PRODUCED, SAVED AND MARKETED, FROM THE TIMBERLANDS, (II) ANY
ROYALTIES, BONUSES, OVERRIDING ROYALTIES, PRODUCTION PAYMENTS, AND (III) ANY
OTHER OIL, GAS AND MINERAL INTERESTS OF WHATEVER NATURE AND CHARACTER, OR OTHER
INTERESTS CONNECTED THEREWITH, ARISING THEREFROM OR ANCILLARY THERETO (THE
"MINERAL RIGHTS");
(C)
WATER RIGHTS.
ALL OF SELLER'S RIGHT, TITLE
AND INTEREST IN AND TO:
(I) THE SURFACE WATER AND SURFACE WATER RIGHTS,
APPROPRIATIONS AND PERMITS RELATED TO SURFACE WATER OF THE TIMBERLANDS, (II) ANY
GROUNDWATER AND ANY SEVERED GROUNDWATER, AND (III) ANY GROUNDWATER LICENSES OR
PERMITS IN LOCATIONS OTHER THAN IN THE TIMBERLANDS USED FOR THE BENEFIT OF THE
TIMBERLANDS (THE "WATER RIGHTS");
(D)
STRIPS.
ALL STRIPS AND GORES ASSOCIATED
WITH THE TIMBERLANDS (THE "STRIPS" AND TOGETHER WITH THE TIMBERLANDS, THE
MINERAL RIGHTS AND THE WATER RIGHTS, THE "REAL PROPERTY");
(E)
PERSONAL PROPERTY.
THE MACHINERY,
EQUIPMENT, MOTOR VEHICLES, APPLIANCES, TOOLS, SUPPLIES, FURNISHINGS, INVENTORY
AND OTHER TANGIBLE