INDEMNIFIED PERSONS PURSUANT TO
SECTION 6.03(A) IN RESPECT OF LOSSES ARISING FROM THE BREACH OF, OR INACCURACY
IN, ANY REPRESENTATION OR WARRANTY DESCRIBED THEREIN UNLESS THE AGGREGATE AMOUNT
OF ALL SUCH LOSSES INCURRED OR SUFFERED BY THE SELLER INDEMNIFIED PARTIES
EXCEEDS $3,500,000, AND THE PURCHASER'S AGGREGATE LIABILITY IN RESPECT OF CLAIMS
FOR INDEMNIFICATION PURSUANT TO SECTION 6.03(A) WILL NOT EXCEED $50,000,000;
PROVIDED, HOWEVER, THAT THE FOREGOING LIMITATIONS WILL NOT APPLY TO (A) CLAIMS
FOR INDEMNIFICATION PURSUANT TO SECTION 6.03(A) IN RESPECT OF BREACHES OF, OR
INACCURACIES IN, REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTIONS 5.01(A)
(ORGANIZATION), 5.01(B) (AUTHORIZATION) AND 9.16 (NO BROKERS) OR (B) CLAIMS
BASED UPON FRAUD OR INTENTIONAL MISREPRESENTATION.
CLAIMS FOR INDEMNIFICATION
PURSUANT TO SECTIONS 6.03(B) AND (C) ARE NOT SUBJECT TO THE MONETARY LIMITATIONS
SET FORTH IN THIS SECTION 6.07(B).
(C)
KNOWLEDGE AND INVESTIGATION.
THE RIGHT OF
THE PURCHASER INDEMNIFIED PARTIES OR SELLER INDEMNIFIED PARTIES TO
INDEMNIFICATION PURSUANT TO THIS ARTICLE VI WILL NOT BE AFFECTED BY ANY
INVESTIGATION CONDUCTED OR KNOWLEDGE ACQUIRED (OR CAPABLE OF BEING ACQUIRED) AT
ANY TIME, WHETHER BEFORE OR AFTER THE EXECUTION AND DELIVERY OF THIS AGREEMENT
OR THE CLOSING, WITH RESPECT TO THE ACCURACY OF ANY REPRESENTATION OR WARRANTY,
OR PERFORMANCE OF OR COMPLIANCE WITH ANY COVENANT OR AGREEMENT, REFERRED TO IN
SECTIONS 6.02 AND 6.03.
THE WAIVER OF ANY CONDITION CONTAINED IN THIS AGREEMENT
BASED ON THE BREACH OF ANY SUCH REPRESENTATION OR WARRANTY, OR ON THE
PERFORMANCE OF OR COMPLIANCE WITH ANY SUCH COVENANT OR AGREEMENT, WILL NOT
AFFECT THE RIGHT OF ANY PURCHASER INDEMNIFIED PARTIES OR SELLER INDEMNIFIED
PARTIES TO
30
INDEMNIFICATION PURSUANT TO THIS ARTICLE VI BASED ON SUCH REPRESENTATION,
WARRANTY, COVENANT OR AGREEMENT.
6.08
REMEDIES CUMULATIVE.
THE RIGHTS OF THE PURCHASER
INDEMNIFIED PARTIES AND SELLER INDEMNIFIED PARTIES UNDER THIS ARTICLE VI ARE
CUMULATIVE, AND EACH PURCHASER INDEMNIFIED PARTY AND SELLER INDEMNIFIED PARTY,
AS THE CASE MAY BE, WILL HAVE THE RIGHT IN ANY PARTICULAR CIRCUMSTANCE, IN ITS
SOLE DISCRETION, TO ENFORCE ANY PROVISION OF THIS ARTICLE VI WITHOUT REGARD TO
THE AVAILABILITY OF A REMEDY UNDER ANY OTHER PROVISION OF THIS ARTICLE VI.
ARTICLE VII
CERTAIN AGREEMENTS
7.01
CONDUCT OF THE BUSINESS PRIOR TO CLOSING.
FROM
THE EFFECTIVE DATE HEREOF UNTIL THE CLOSING DATE, EXCEPT AS PERMITTED BY THIS
AGREEMENT OR AS OTHERWISE CONSENTED TO BY THE PURCHASER IN WRITING, SUCH CONSENT
NOT TO BE UNREASONABLY WITHHELD, CONDITIONED OR DELAYED, SELLER SHALL CONTINUE
TO CONDUCT ITS BUSINESS IN CONNECTION WITH THE PROPERTY IN THE ORDINARY AND
USUAL COURSE AS HERETOFORE CONDUCTED.
WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, THE SELLER SHALL:
(A)
CONDUCT ITS COMMERCIAL HARVESTING
OPERATIONS ON THE REAL PROPERTY IN ACCORDANCE WITH THE HARVEST SCHEDULE ATTACHED
HERETO AS EXHIBIT L ("HARVEST SCHEDULE"). COMMENCING ON JANUARY 1, 2003 AND
ENDING ON THE CLOSING DATE, SELLER SHALL PAY UP TO $1,500,000 TOWARD THE COSTS
OF THOSE CERTAIN SILVICULTURAL PRACTICES AND ACTIVITIES MUTUALLY AGREED UPON BY
PURCHASER AND SELLER.
IF PURCHASER REQUESTS THAT SELLER UNDERTAKE ANY
SILVICULTURAL WORK WHICH CAUSES SELLER TO INCUR COSTS EXCEEDING $1,500,000,