MARKET VALUE OF AT LEAST $2,000,000.00 IN THE
AGGREGATE, AS DETERMINED IN GOOD FAITH BY SELLER (AND SUBJECT TO PURCHASER'S
REASONABLE APPROVAL) ("CASUALTY EVENT") AND PURCHASER GIVES WRITTEN
4
NOTICE TO SELLER OF SUCH EVENT WITHIN ONE HUNDRED AND TWENTY (120) DAYS AFTER
CLOSING, THEN (A) THIS AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT; (B) AT
CLOSING, AS PURCHASER'S SOLE REMEDY FOR SUCH CASUALTY EVENT, PURCHASER SHALL
HAVE THE REMEDIES AVAILABLE TO IT IN SECTION 9 OF THIS AGREEMENT; AND (C) SELLER
SHALL RETAIN ALL OF THE RIGHT, TITLE AND INTEREST IN AND TO ANY INSURANCE
PROCEEDS THAT HAVE BEEN OR THAT MAY THEREAFTER BE PAID OR PAYABLE FOR AND ANY
PROCEEDS RECEIVED BY SELLER FOR THE SALE OF ANY SALVAGEABLE TIMBER HARVESTED
FOLLOWING THE CASUALTY EVENT.
8.
CONDITION OF PROPERTY; SUBSEQUENT ACTS.
(A)
SUBJECT ONLY TO SELLER'S REPRESENTATIONS AND WARRANTIES EXPRESSLY
SET FORTH HEREIN, PURCHASER ACCEPTS THE ASSETS "AS IS" AND "WHERE IS," WITH ALL
FAULTS AND SUBJECT TO ALL DEFECTS AND CONDITIONS, KNOWN OR UNKNOWN, AT
PURCHASER'S RISK AND WITHOUT ADJUSTMENT OR REDUCTION OF THE PURCHASE PRICE
(UNLESS EXPRESSLY PROVIDED HEREIN).
SELLER HAS NO OBLIGATION TO REPAIR OR MAKE
ANY IMPROVEMENTS TO THE REAL PROPERTY.
SUBJECT ONLY TO SELLER'S REPRESENTATIONS
AND WARRANTIES EXPRESSLY SET FORTH HEREIN, PURCHASER ACKNOWLEDGES THAT AN
INSPECTION OF THE REAL PROPERTY HAS BEEN MADE OR WILL HAVE BEEN MADE BY THE
CLOSING DATE AND THAT NEITHER SELLER NOR ITS AGENTS, OFFICERS, EMPLOYEES OR
ASSIGNS SHALL BE HELD TO HAVE MADE ANY REPRESENTATION, WARRANTY OR COVENANT
RESPECTING THE CONDITION OF, OR OTHERWISE WITH RESPECT TO, THE REAL PROPERTY OR
ANY IMPROVEMENTS THEREON OR ANY OF THE OTHER ASSETS, EXCEPT AS OTHERWISE
EXPRESSLY SET FORTH HEREIN.
SUBJECT ONLY TO SELLER'S REPRESENTATIONS AND
WARRANTIES EXPRESSLY SET FORTH HEREIN, PURCHASER ACKNOWLEDGES AND AGREES THAT
ANY DOCUMENTS, CRUISES, COMPILATIONS, TIMBER INVENTORIES, ENVIRONMENTAL AUDITS,
ASSESSMENTS, SURVEYS, PLANS, SPECIFICATIONS, REPORTS AND STUDIES (THE
"INFORMATION") MADE AVAILABLE TO PURCHASER BY SELLER OR ON BEHALF OF SELLER BY
SELLER'S AGENTS OR REPRESENTATIVES, INCLUDING WITHOUT LIMITATION ALL SUCH
INFORMATION AS CONSTITUTES PART OF THE PERSONAL PROPERTY, ARE OR HAVE BEEN
PROVIDED WITHOUT ANY REPRESENTATION, AND SELLER MAKES NO REPRESENTATION OR
WARRANTY WHATSOEVER WITH RESPECT TO THE ACCURACY OR COMPLETENESS OF, OR
OTHERWISE WITH RESPECT TO, THE INFORMATION.
WITHOUT LIMITING THE GENERALITY OF
THE FOREGOING AND SUBJECT ONLY TO SELLER'S REPRESENTATIONS AND WARRANTIES
EXPRESSLY SET FORTH HEREIN, SELLER EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY OF
MERCHANTABILITY, AS WELL AS ANY WARRANTY WHATSOEVER WITH RESPECT TO THE
MARKETABILITY, HARVESTABILITY, AGE, SPECIES MIX, SITE CLASSIFICATION, TIMBER
VOLUMES, TIMBER GRADES, OR QUALITY OF ANY TIMBER ON THE REAL PROPERTY,
BOUNDARIES OF THE REAL PROPERTY, ACCESS, UTILITIES, ZONING, ACREAGE OR SOILS
STABILITY OR CONDITION OF THE REAL PROPERTY, AND PURCHASER EXPRESSLY ACCEPTS
EACH SUCH DISCLAIMER.
NOTHING CONTAINED IN THIS SECTION 8 SHALL BE DEEMED TO
NEGATE ANY WARRANTY OR REPRESENTATION CONTAINED IN, OR LIMIT ANY REMEDY
AVAILABLE UNDER, THE DEEDS, THE ASSIGNMENT OF CONVERSION AGREEMENT, OR ANY OF
THE OTHER CLOSING DOCUMENTS DELIVERED AT CLOSING.
(B)
BETWEEN THE