EFFECTIVE DATE AND THE CLOSING DATE, SELLER SHALL
MAINTAIN AND KEEP THE REAL PROPERTY IN SUBSTANTIALLY THE SAME CONDITION AS
EXISTED ON THE EFFECTIVE DATE; EXCEPT TIMBER SHALL BE CUT
AND SILVICULTURE
ACTIVITIES CONDUCTED IN ACCORDANCE WITH THE EXISTING STUMPAGE AGREEMENT BY AND
BETWEEN SELLER AND NORTHERN PULP NOVA SCOTIA CORPORATION ("NPNS"), DATED
JUNE 24, 2008, AND SELLER MAY HARVEST ANY SALVAGEABLE TIMBER FOLLOWING A
CASUALTY EVENT.
(C)
FROM AND AFTER THE EFFECTIVE DATE, SELLER SHALL NOT, WITHOUT THE
PRIOR WRITTEN CONSENT OF PURCHASER, WHICH CONSENT MAY NOT BE UNREASONABLY
WITHHELD BY
5
PURCHASER, CONVEY, CONTRACT, OR OTHERWISE AGREE TO CONVEY ANY RIGHT, TITLE, OR
INTEREST IN OR TO THE ASSETS TO ANY PERSON OR ENTITY AND SHALL NOT ENTER INTO
ANY NEW AGREEMENTS, LEASES, CONTRACTS, OR COMMITMENTS RELATING TO THE ASSETS,
NOR MAKE ANY CHANGES IN ANY OF THE EXISTING CONTRACTS AND LEASES, OTHER THAN:
(A) COMMITMENTS RELATING TO THE REPAIRS, MAINTENANCE, AND/OR SECURITY NECESSARY
TO PRESERVE THE ASSETS; (B) RENEWALS OR EXTENSIONS OF ANY OF THE CONTRACTS AND
LEASES IN THE ORDINARY COURSE OF BUSINESS; PROVIDED HOWEVER, THAT SUCH RENEWALS
OR EXTENSIONS OR NEW AGREEMENTS, LEASES, CONTRACTS, OR COMMITMENTS SHALL BE MADE
IN THE ORDINARY COURSE OF BUSINESS AND HAVE TERMS OF ONE (1) YEAR OR LESS AND OR
OTHERWISE CONTAIN THE SAME TERMS, AND SELLER SHALL IMMEDIATELY PROVIDE WRITTEN
NOTICE TO THE PURCHASER OF ANY SUCH RENEWALS OR EXTENSIONS.
SELLER SHALL NOT
CREATE, ASSUME, OR PERMIT THE CREATION OF ANY LIEN OR ENCUMBRANCE (THOUGH SELLER
MAY DEFEND ANY SUCH LIENS FILED IN ACCORDANCE WITH LOCAL LAW), OTHER THAN THE
LIEN FOR CURRENT TAXES, UPON ANY OF THE ASSETS.
PRIOR TO CLOSING, SELLER SHALL
FULFILL ITS OBLIGATIONS UNDER THE CONTRACTS AND LEASES AND SHALL ENFORCE ALL OF
ITS MATERIAL RIGHTS UNDER THE CONTRACTS AND LEASES.
SELLER SHALL NOT CUT,
HARVEST OR REMOVE ANY TREES OR TIMBER FROM THE LAND EXCEPT THE PRO RATA AMOUNT
(PLUS OR MINUS FIVE PERCENT (5%)) TO BE HARVESTED PRIOR TO CLOSING PURSUANT TO
THE HARVEST PLAN.
9.
PURCHASE PRICE & ACREAGE ADJUSTMENTS.
THE VALUE OF ANY
ADJUSTMENT TO THE PURCHASE PRICE DUE HEREUNDER AS A RESULT OF ANY UNCURED TITLE
DEFECTS, TAKINGS OR CASUALTY EVENTS (COLLECTIVELY, "REDUCTION EVENTS") SHALL
EQUAL THE FAIR MARKET VALUE OF THE PARCEL, PARCEL OR PORTION OF PARCEL OF THE
REAL PROPERTY AFFECTED BY SUCH REDUCTION EVENTS (THE "REDUCTION EVENT
ADJUSTMENT"), AND THE ACREAGE OF THE LAND SHALL BE REDUCED ACCORDINGLY, AS
DETERMINED BY AN INDEPENDENT THIRD PARTY MUTUALLY SELECTED BY SELLER AND
PURCHASER (THE "APPRAISER").
IF THE REDUCTION EVENT ADJUSTMENT EXCEEDS TEN
PERCENT (10%) OF THE PURCHASE PRICE PRIOR TO ADJUSTMENT, THEN EITHER PURCHASER
OR SELLER MAY TERMINATE THIS AGREEMENT BY WRITTEN NOTICE TO THE OTHER PARTY
DELIVERED PRIOR TO CLOSING.
UPON SUCH TERMINATION, THIS AGREEMENT SHALL BECOME
NULL AND VOID AND BE OF NO FURTHER FORCE AND EFFECT EXCEPT FOR THOSE PROVISIONS
HEREOF THAT EXPRESSLY SURVIVE TERMINATION, AND SELLER SHALL PAY TO
PURCHASER
THE SUM OF $500,000.00 TO COVER PURCHASER'S EXPENSES, IF TERMINATED BY SELLER.
IF