WITHHELD BY
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 (OR REIMBURSEMENT IF THE PAYMENT OCCURS
POST-CLOSING) 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 REFUND THE EARNEST MONEY TO PURCHASER (TOGETHER
WITH $500,000.00 TO COVER PURCHASER'S EXPENSES, IF TERMINATED BY SELLER).
IF
NEITHER SELLER NOR PURCHASER EXERCISES THE FOREGOING RIGHT TO TERMINATE THIS
AGREEMENT, THEN THE PARTIES SHALL PROCEED TO CLOSING IN ACCORDANCE WITH THE
TERMS AND PROVISIONS HEREOF, AND THE PURCHASE PRICE SHALL BE ADJUSTED BY THE
REDUCTION EVENT ADJUSTMENT AS DETERMINED BY THE APPRAISER.
PURCHASER HEREBY
ACKNOWLEDGES AND AGREES THAT PURCHASER'S SOLE REMEDY FOR ANY REDUCTION EVENT
SHALL BE THE REDUCTION EVENT ADJUSTMENT DETERMINED IN ACCORDANCE WITH THIS
SECTION 9, AND WAIVES ANY OTHER REMEDIES AVAILABLE TO PURCHASER AT LAW OR IN