OR, TO SELLER'S KNOWLEDGE, HAS BEEN THREATENED, AGAINST SELLER THAT CHALLENGES,
OR COULD REASONABLY BE EXPECTED TO HAVE THE EFFECT OF PREVENTING, MAKING
ILLEGAL, OR OTHERWISE MATERIALLY INTERFERING WITH, THIS TRANSACTION.
6.1.4
SUFFICIENCY OF PURCHASED ASSETS. THE PURCHASED ASSETS, TOGETHER
WITH THE EXCLUDED ASSETS, THE ASSETS OF KNRC, AND THE TREE FARMS, CONSTITUTE ALL
OF THE ASSETS MATERIAL TO SELLER'S CONDUCT OF THE BUSINESS PRIOR TO THE
EFFECTIVE DATE.
6.1.5
REAL PROPERTY INTERESTS. SCHEDULES 1.1.1-1, 1.1.1-2, 1.1.1-3, AND
1.1.1-4 CONTAIN COMPLETE AND ACCURATE DESCRIPTIONS OF THE PORT ANGELES MILL, THE
MARYSVILLE MILL, THE GILCHRIST MILL, AND THE PRINEVILLE PROPERTY, RESPECTIVELY.
SELLER DOES NOT OWN OR LEASE AND HAS NOT AGREED TO ACQUIRE OR LEASE ANY REAL
PROPERTY OR INTEREST IN REAL PROPERTY MATERIAL TO THE BUSINESS OTHER THAN THE
PORT ANGELES MILL, THE MARYSVILLE MILL, THE GILCHRIST MILL, THE PRINEVILLE
PROPERTY, THE PORTLAND OFFICE, AND THE TREE FARMS. SELLER HAS THE EXCLUSIVE
RIGHT TO POSSESS, USE, AND OCCUPY AND HAS GOOD AND MARKETABLE TITLE IN FEE
SIMPLE TO ALL THE REAL PROPERTY DESCRIBED ON SCHEDULES 1.1.1-1, 1.1.1-2,
1.1.1-3, AND 1.1.1-4 AND HAS THE EXCLUSIVE RIGHT TO OCCUPY THE PROPERTIES LEASED
PURSUANT TO THE REAL PROPERTY LEASES (SUBJECT TO THE TERMS THEREOF), IN EACH
CASE FREE AND CLEAR OF ALL LIENS OTHER THAN PERMITTED ENCUMBRANCES; PROVIDED
THAT (I) THE IMPROVEMENTS CONSTITUTING THE PORT ANGELES MILL ARE LEASED PURSUANT
TO THE PORT ANGELES MILL LEASE, AND (II) SELLER'S RIGHTS WITH RESPECT TO THE
PORT ANGELES MILL ARE SUBJECT TO THE TERMS OF THE PORT ANGELES MILL LEASE. ALL
BUILDINGS, STRUCTURES, IMPROVEMENTS, AND APPURTENANCES SITUATED ON SUCH OWNED OR
LEASED REAL PROPERTY ARE ADEQUATE AND SUITABLE IN ALL MATERIAL RESPECTS FOR THE
PURPOSES FOR WHICH THEY ARE CURRENTLY BEING USED AND SELLER HAS ADEQUATE RIGHTS
OF INGRESS AND EGRESS FOR THE OPERATION OF THE BUSINESS IN THE ORDINARY COURSE.
TO SELLER'S KNOWLEDGE, NONE OF SUCH BUILDINGS, STRUCTURES, IMPROVEMENTS, OR
APPURTENANCES (OR ANY EQUIPMENT THEREIN), NOR THE OPERATION OR MAINTENANCE
THEREOF, VIOLATES IN ANY MATERIAL RESPECT ANY APPLICABLE RESTRICTIVE COVENANT OR
ANY APPLICABLE LEGAL REQUIREMENT, OR ENCROACHES ON ANY PROPERTY OWNED BY ANY
OTHER PERSON.
6.1.6
TANGIBLE PERSONAL PROPERTY. ALL MATERIAL TANGIBLE PERSONAL PROPERTY
OWNED BY SELLER THAT IS USED IN THE BUSINESS IS LOCATED AT THE MILLS OR AT THE
PORTLAND OFFICE. SCHEDULE 1.1.3 CONTAINS A TRUE AND COMPLETE LIST OF ALL
MACHINERY, EQUIPMENT, MOTOR VEHICLES, FURNISHINGS, TRADE FIXTURES, CHATTELS, AND
OTHER TANGIBLE PERSONAL PROPERTY OWNED BY SELLER AND USED PRINCIPALLY IN
CONNECTION WITH THE BUSINESS AS OF THE EFFECTIVE DATE (OTHER THAN THE PERSONAL
PROPERTY, IF ANY, IDENTIFIED ON SCHEDULE 1.2 AND ITEMS OF TANGIBLE PERSONAL
PROPERTY THE AGGREGATE COST OF WHICH TO SELLER WAS LESS THAN $100,000).
6.1.7
INTANGIBLE PROPERTY.
(A)
SCHEDULE 1.1.6-1 CONTAINS A COMPLETE AND ACCURATE LIST OF ALL
MATERIAL LICENSES, PERMITS, APPROVALS, CONSENTS, CERTIFICATES, REGISTRATIONS,
AND AUTHORIZATIONS (GOVERNMENTAL, REGULATORY, OR OTHERWISE) HELD BY OR ISSUED TO
SELLER IN RESPECT OF THE BUSINESS. TO SELLER'S KNOWLEDGE, THE PERMITS AND
LICENSES ARE ALL LICENSES, PERMITS, APPROVALS, CONSENTS, CERTIFICATES,
REGISTRATIONS AND