THE PARTY WHICH WAS ENTITLED TO RECEIVE SUCH NOTICE WAS
ACTUALLY AND MATERIALLY PREJUDICED AS A RESULT OF SUCH FAILURE.
7.4
FORCE MAJEURE EVENT AFFECTING ACTUAL DESIGNATED TRACTS.
IF EITHER
PARTY BECOMES AWARE OF A FORCE MAJEURE EVENT THAT MAKES A PORTION OF ANY ACTUAL
DESIGNATED TRACT UNAVAILABLE FOR HARVESTING BY BUYER IN ACCORDANCE WITH THE
SCHEDULE CONTEMPLATED BY THE PARTIES, THEN IT SHALL PROMPTLY NOTIFY THE OTHER
PARTY AND SELLER SHALL PROMPTLY DESIGNATE AND MAKE AVAILABLE FOR HARVESTING SUCH
OTHER PORTIONS OF THE TIMBERLANDS AS SHALL BE NECESSARY TO SATISFY ITS
OBLIGATIONS UNDER THIS AGREEMENT.
IF THE SELLER IS UNABLE TO DESIGNATE
SUFFICIENT PORTIONS OF THE TIMBERLANDS TO SATISFY ITS OBLIGATIONS UNDER THIS
AGREEMENT, THEN THE PROVISIONS OF SECTION 7.5 SHALL APPLY TO THE UNSATISFIED
OBLIGATIONS OCCASIONED BY SUCH FORCE MAJEURE EVENT.
7.5
VOLUME REDUCTION BASED ON FORCE MAJEURE EVENT.
IF THE PARTY THAT
BECOMES SUBJECT TO A FORCE MAJEURE EVENT (THE "AFFECTED PARTY") REDUCES THE
VOLUME OF TIMBER TO BE PURCHASED OR SOLD DUE TO A FORCE MAJEURE EVENT (THE
AMOUNT OF SUCH REDUCTION, THE "REDUCTION AMOUNT"), THE AFFECTED PARTY SHALL GIVE
WRITTEN NOTICE TO THE OTHER PARTY (THE "NON-AFFECTED PARTY") OF SUCH REDUCTION
AND THE EFFECTIVE DATE THEREOF.
IF SUCH REDUCTION CONTINUES IN EFFECT FOR
A PERIOD OF SIXTY (60) DAYS OR MORE, THE NON-AFFECTED PARTY SHALL THEN HAVE THE
RIGHT, IN THE CASE OF SELLER, TO SELL ALL OR PART OF THE REDUCTION AMOUNT OF
SUCH TIMBER NOT PURCHASED BY BUYER TO ANOTHER BUYER OR BUYERS, AND IN THE CASE
OF BUYER, TO PURCHASE ALL OR PART OF THE REDUCTION AMOUNT OF TIMBER NOT SOLD BY
SELLER FROM ANOTHER SELLER OR SELLERS, SUBJECT TO THE FOLLOWING:
(i)
The Non-Affected Party shall not enter into any contract for any
such sale or purchase for a term longer than one (1) year's duration.
(ii)
The Non-Affected Party shall give the Affected Party written
notice of each such contract, including the volume sold or purchased thereunder
and the term thereof.
(iii)
The annual volume commitment of the Non-Affected Party for Timber
as specified herein shall be reduced by such volume sold or purchased under such
contract for the duration thereof.
8.
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9.
TERM AND TERMINATION.
9.1
TERM.
THIS AGREEMENT SHALL EXPIRE ON DECEMBER 31, 2016, UNLESS
THIS AGREEMENT IS SOONER TERMINATED FOR CAUSE PURSUANT TO SECTION 9.3 HEREOF, OR
UNLESS THIS AGREEMENT IS EXTENDED AS PROVIDED IN SECTION 9.2 (THE "TERM").
9.2
EXTENSION OF TERM.
PROVIDED THAT BUYER SHALL NOT
THEN BE IN DEFAULT UNDER THIS AGREEMENT, THE TERM OF THIS AGREEMENT MAY BE
EXTENDED AT THE OPTION OF BUYER FOR ONE (1) ADDITIONAL THREE (3) YEAR TERM,
WHICH EXTENSION TERM SHALL COMMENCE CONCURRENTLY WITH THE EXPIRATION OF THE
INITIAL TERM, UPON THE SAME TERMS AND CONDITIONS AS CONTAINED IN THIS
AGREEMENT.
IN THE EVENT THAT BUYER DESIRES TO EXTEND THIS AGREEMENT PURSUANT TO
THE ABOVE
EXTENSION OPTION, IT SHALL GIVE WRITTEN NOTICE OF SUCH DESIRE TO EXTEND THE TERM
TO SELLER NO LATER