NEITHER SELLER NOR PURCHASER EXERCISES THE FOREGOING RIGHT TO TERMINATE THIS
AGREEMENT, THEN THE PARTIES SHALL PROCEED TO CLOSING IN ACCORDANCE WITH THE
TERMS AND PROVISIONS HEREOF, AND THE PURCHASE PRICE SHALL BE ADJUSTED BY THE
REDUCTION EVENT ADJUSTMENT AS DETERMINED BY THE APPRAISER.
PURCHASER HEREBY
ACKNOWLEDGES AND AGREES THAT PURCHASER'S SOLE REMEDY FOR ANY REDUCTION EVENT
SHALL BE THE REDUCTION EVENT ADJUSTMENT DETERMINED IN ACCORDANCE WITH THIS
SECTION 9, AND WAIVES ANY OTHER REMEDIES AVAILABLE TO PURCHASER AT LAW OR IN
EQUITY FOR SUCH REDUCTION EVENT.
10.
REPRESENTATIONS AND WARRANTIES OF SELLER.
SELLER HEREBY MAKES THE
FOLLOWING REPRESENTATIONS AND WARRANTIES TO PURCHASER, EACH OF WHICH (A) SHALL
SURVIVE CLOSING FOR A PERIOD OF TWENTY FOUR (24) MONTHS, EXCEPT FOR SECTION 10.1
WHICH SHALL SURVIVE FOR THE TIME PERIOD SPECIFIED THEREIN, (B) IS TRUE IN ALL
MATERIAL RESPECTS AS OF THE EFFECTIVE DATE, AND (C) SHALL BE TRUE IN ALL
MATERIAL RESPECTS AT CLOSING:
10.1.
TITLE.
EXCEPT FOR THE PERMITTED EXCEPTIONS SELLER
OWNS FEE SIMPLE TITLE TO THE REAL PROPERTY FREE AND CLEAR OF ANY ENCUMBRANCES
AND DEFECTS THAT WOULD MATERIALLY IMPAIR THE OWNERSHIP AND OPERATION OF THE REAL
PROPERTY AS
COMMERCIAL TIMBERLANDS.
THIS REPRESENTATION AND WARRANTY OF SELLER
SHALL SURVIVE CLOSING THROUGH AND UNTIL THE EARLIER OF (A) THE EXPIRATION OF THE
CONVERSION AGREEMENT APPLICABLE TO PURCHASER PURSUANT TO THE ASSIGNMENT OF
CONVERSION AGREEMENT OR ANY MODIFICATION THEREOF PURSUANT TO SECTION 3.4, 3.5 OR
AN EXTENSION
6
UNDER SECTION 3.6 OF THE CONVERSION AGREEMENT OR (B) DATE THAT IS FIVE (5) YEARS
AFTER THE DATE OF CLOSING.
10.2.
AUTHORIZATION; NO VIOLATION OR CONFLICTS.
THE
EXECUTION AND DELIVERY BY SELLER OF THIS AGREEMENT AND THE DUE CONSUMMATION OF
THE TRANSACTIONS CONTEMPLATED HEREIN HAVE BEEN DULY AND VALIDLY AUTHORIZED BY
ALL NECESSARY CORPORATE ACTIONS ON THE PART OF SELLER AND THIS AGREEMENT
CONSTITUTES A VALID, ENFORCEABLE AND LEGALLY BINDING AGREEMENT OF SELLER EXCEPT
AS ENFORCEABILITY MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY, AND OTHER SIMILAR
LAWS AFFECTING CLAIMS AND RIGHTS GENERALLY AND GENERAL EQUITABLE PRINCIPLES.
NEITHER THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY SELLER NOR THE
CONSUMMATION BY SELLER OF THE TRANSACTIONS CONTEMPLATED HEREIN ALONE OR WITH THE
PASSAGE OF TIME DO OR WILL CONFLICT WITH OR CONSTITUTE A VIOLATION OF SELLER'S
ARTICLES OR ASSOCIATION OR OTHER ORGANIZATIONAL DOCUMENTATION OR AGREEMENTS OR
RESULT IN THE BREACH OF, OR THE IMPOSITION OF ANY LIEN ON ANY OF THE ASSETS, OR
CONSTITUTE A DEFAULT UNDER, ANY INDENTURE OR BANK LOAN OR CREDIT AGREEMENT, OR
OTHER AGREEMENT OR INSTRUMENT TO WHICH SELLER IS A PARTY OR BY WHICH SELLER OR
ANY OF THE ASSETS MAY BE BOUND OR AFFECTED OR VIOLATE ANY JUDGMENT, ORDER,
DECREE, LAW, STATUTE OR GOVERNMENTAL RESTRICTION.
10.3.
SUITS, ACTIONS OR PROCEEDINGS.
EXCEPT AS DISCLOSED
IN SCHEDULE 10.3, TO SELLER'S KNOWLEDGE, SELLER HAS NOT RECEIVED NOTICE,
INCLUDING NOTICE FROM ANY ABORIGINAL GROUP, INDIAN BAND OR FIRST NATION
AUTHORITY OF ANY ACTION, SUIT OR PROCEEDING PENDING, CONTEMPLATED OR THREATENED
AGAINST SELLER OR THE ASSETS, OR ANY PORTION THEREOF, IN ANY COURT