THE REAL PROPERTY RECORDS OF KLAMATH COUNTY, OREGON, AN AMENDMENT
TO THE APPLICABLE EASEMENT LISTED ON SCHEDULE 6.1.6 PERMITTING THE USE OF EACH
SUCH CROSSING ON THE TERMS SET FORTH IN THIS SECTION 7.5. IN THE EVENT ANY SUCH
AMENDMENT IS NOT ENTERED INTO PRIOR TO THE CLOSING, BUYER SHALL, AT THE REQUEST
OF CPLP OR ANY SUCCESSOR OWNER OF SUCH TREE FARM, CAUSE KLAMATH NORTHERN TO
ENTER INTO SUCH AN AMENDMENT IN FORM REASONABLY SATISFACTORY TO BUYER AND CPLP
OR SUCH SUCCESSOR, WHICH AMENDMENT SHALL BE RECORDED IN THE REAL PROPERTY
RECORDS OF KLAMATH COUNTY, OREGON, AT THE COST OF CPLP OR SUCH SUCCESSOR. CPLP
AND ANY SUCCESSOR OWNER OF THE TREE FARM SHALL HAVE THE RIGHT TO ENFORCE THE
PROVISIONS OF THIS SECTION 7.5.
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8.
TERMINATION.
8.1
TERMINATION EVENTS. THIS AGREEMENT MAY, BY NOTICE GIVEN PRIOR TO
OR AT THE CLOSING (WHICH NOTICE SHALL SPECIFY THE GROUNDS FOR TERMINATION), BE
TERMINATED:
8.1.1
BY SELLER (I) UPON THE OCCURRENCE OF A BUYER BREACH, (II) UPON THE
FAILURE OF ANY OF THE CONDITIONS SET FORTH IN SECTIONS 4.1, UNLESS SUCH FAILURE
IS THE RESULT OF A SELLER BREACH, OR (III) UPON ANY TERMINATION OF THE MILL
AGREEMENT;
8.1.2
BY BUYER (I) UPON THE OCCURRENCE OF A SELLER BREACH, (II) UPON THE
FAILURE OF ANY OF THE CONDITIONS SET FORTH IN SECTIONS 4.2, UNLESS SUCH FAILURE
IS THE RESULT OF A BUYER BREACH, OR (III) UPON ANY TERMINATION OF THE MILL
AGREEMENT; OR
8.1.3
BY MUTUAL WRITTEN AGREEMENT OF SELLER AND BUYER.
8.2
EFFECT OF TERMINATION. IN THE EVENT THIS AGREEMENT IS TERMINATED
PURSUANT TO SECTION 8.1.1 OR 8.1.2, NEITHER PARTY SHALL HAVE ANY FURTHER
LIABILITY OR OBLIGATION HEREUNDER; PROVIDED THAT (I) THE PARTIES RESPECTIVE
RIGHTS WITH RESPECT TO THE DEPOSIT SHALL BE AS SET FORTH IN THE MILL AGREEMENT,
AND (II) BUYER SHALL BE ENTITLED TO SUCH RIGHTS AND REMEDIES AS MAY BE PROVIDED
IN THE MILL AGREEMENT.
9.
DEFINITIONS AND INTERPRETATION.
9.1
DEFINED TERMS. AS USED IN THIS AGREEMENT, THE FOLLOWING TERMS HAVE
THE RESPECTIVE MEANINGS SET FORTH BELOW:
"Affiliate" means (i) with respect to an individual (a) each member of such
individual's Family (as hereinafter defined), (b) any Person that is directly or
indirectly controlled by such individual or one or more members of such
individual's Family, (c) any Person in which such individual or one or more
members of such individual's Family hold (individually or in the aggregate) a
Material Interest (as hereinafter defined), and (d) any Person with respect to
which such individual or one or more members of such individual's Family serves
as a director, officer, partner, executor, or trustee (or in any similar
capacity); or (ii) with respect to any Person other than an individual (a) any
Person that directly or indirectly controls, is directly or indirectly
controlled by, or is directly or indirectly under common control with such
Person, (b) any Person that holds a Material Interest in such Person or in which
such Person holds a Material Interest, (c) each