Common use of Certain Additional Matters Clause in Contracts

Certain Additional Matters. (i) The amount of any and all Losses under this ARTICLE 9 shall be determined net of, and the amount of any "Losses" shall be deemed be reduced by (i) the net present value of any Tax benefits realizable (calculated using a discount rate of 6%) by any party seeking indemnification hereunder arising from the deductibility of any such Losses and (ii) any amounts recovered, recoverable or for which there is a right of recovery by an Indemnified Party or by any of such Indemnified Party's Affiliates in respect of such claim under or pursuant to (A) the Title Policies (including, if issued, the La Bokay Endorsement), (B) the Original Agreement or (C) any other agreement (including the La Bokay Assignment Consent) with any of the Forest Products Sellers to which or pursuant to which an Indemnified Party or its Affiliates has rights (collectively, the "ALTERNATIVE ARRANGEMENTS") and no Indemnified Party shall assert any claim against an Indemnifying Party under this ARTICLE 9 in respect of any matter for which amounts have been recovered, are recoverable or for which there is a right of recovery pursuant to an Alternative Arrangement. Furthermore, if recovery is made pursuant to another arrangement (i.e., other than an Alternative Arrangement) for which the Purchaser or another Purchaser Indemnified Party has rights to recovery prior to any claim for indemnification being paid hereunder, the amount of Losses suffered by the Purchaser Indemnified Parties with respect to such claim shall be reduced by the excess of the amount of such recovery over the expenses incurred by the Purchaser Indemnified Parties in connection with such recovery. If, after a claim for indemnification is paid hereunder, a Purchaser Indemnified Party recovers amounts under such other arrangement, the Purchaser shall promptly remit to the Sellers the excess of (x) the lesser of (A) the amount of proceeds received for such claim under the other arrangement and (B) the amount previously paid to the Purchaser Indemnified Parties pursuant to this ARTICLE 9 over (y) expenses incurred by the Purchaser Indemnified Parties in connection with such recovery. Notwithstanding the foregoing, to the extent any such Loss indemnifiable hereunder served to reduce the Deductible, and subsequent recovery is made under another arrangement, the portion of the Deductible so reduced shall be automatically deemed restored (but only to the extent that the amount of such recovery exceeds the expenses incurred by the Purchaser Indemnified Parties in connection with such recovery). No Purchaser Indemnified Party shall have any right to assert any claims against the Sellers pursuant to this ARTICLE 9 or otherwise with respect to any Losses that would have been covered by the Title Policies (including, if issued, the La Bokay Endorsement) or the Original Agreement had the Purchaser or the Purchaser Indemnified Party maintained for its benefit and the benefit of the Target Companies and the Timberlands Assets the same rights or coverage under the Title Policies (including, if issued, the La Bokay Endorsement) or the Original Agreement following the Closing that was in effect for the Target Companies and the Timberlands Assets immediately prior to the Closing. (ii) Each party hereby waives, to the extent permitted under its applicable insurance policies, any subrogation rights that its insurer may have with respect to any indemnifiable Losses. Each Indemnified Party agrees that in the event of any breach giving rise to an indemnification obligation under this ARTICLE 9, such Indemnified Party shall take and cause its Affiliates (including the Target Companies) to take, or cooperate with the Representative, if so requested by the Representative, in order to take, all reasonable measures to mitigate the consequences of the related breach (including taking steps to prevent any contingent liability from becoming an actual liability). (iii) In no event shall any party be entitled to recover or make a claim for any amounts in respect of, and in no event shall "Losses" be deemed to include consequential, incidental or indirect damages, lost profits or punitive damages and, in particular, no "multiple of profits" or "multiple of cash flow" or similar valuation methodology shall be used in calculating the amount of any Losses. (iv) Notwithstanding anything herein to the contrary, the parties agree that no representation or warranty is being made as to whether any consent of any other Person party to the La Bokay Lease is required in connection with the transactions contemplated hereby (including as to whether any consent is required in connection with the La Bokay Sublease or as a result of the Purchaser electing (or, in accordance with SECTION 3I(iii), having been deemed to have elected) to exercise the Asset Purchase Option or the Equity Purchase Option) and no Seller (nor, in the event that the Asset Purchase Option is elected, Boise Louisiana Land & Timber, L.L.C.) shall have any liability for breach of any representation, warranty, covenant or agreement made hereunder resulting from failure to obtain any such consent or for the adequacy or inadequacy of any such consent obtained. Without limiting the generality of the foregoing, no Seller shall have any liability under SECTION 9A(i) or otherwise, nor shall the condition set forth in SECTION 2B(i) not be deemed to be satisfied, as a result of (A) any breach of the representations and warranties set forth in SECTION 4D to the extent relating to the La Bokay Lease, the La Bokay Sublease, or, to the extent that the Asset Purchase Option is elected, any contract that is assigned to Purchaser in connection therewith, or (B) any breach of SECTION 4H or any other representation, warranty, covenant or agreement being deemed to have been breached as a result of the La Bokay Lease having been breached or alleged to have been breached as a result of the execution and delivery of this Agreement, the performance of the parties' respective obligations hereunder or the consummation of the transactions contemplated hereby (including as a result of sale of the Target Companies Equity Interests of Boise Louisiana Land & Timber, L.L.C. and/or the execution, delivery or performance of the La Bokay Sublease or assignment of any contract of Boise Louisiana Land & Timber, L.L.C. being assigned hereunder without consent of any counterparty thereto). It is expressly agreed by the parties that the Sellers shall have no liability for breach of the La Bokay Lease arising as a result of the execution and delivery of this Agreement, the performance of the parties' respective obligations hereunder or the consummation of the transactions contemplated hereby (including as a result of sale of the Target Companies Equity Interests of Boise Louisiana Land & Timber, L.L.C. and/or the execution, delivery or performance of the La Bokay Sublease or assignment of any contract of Boise Louisiana Land & Timber, L.L.C. being assigned hereunder without consent of any counterparty thereto). (v) The Purchaser agrees on behalf of itself and the other Purchaser Indemnified Parties that, from and after the date that the OMX Acknowledgment is obtained, neither Seller shall have any liability for failure to obtain any consent of any Forest Products Seller pursuant to the Original Agreement for purposes of effectuating the assignment contemplated by SECTION 1D hereof in connection with the transactions contemplated hereby and no Seller shall have any liability for breach of any representation, warranty, covenant or agreement made hereunder resulting from failure to obtain any such consent or for the adequacy or inadequacy of any such consent obtained. Without limiting the generality of the foregoing, from and after the date that the OMX Acknowledgment is obtained, no Seller shall have any liability under SECTION 9A(i) or otherwise, nor shall the condition set forth in SECTION 2B(i) not be deemed to be satisfied, as a result of any breach of the representations and warranties set forth in SECTION 4D to the extent relating to the assignment of rights under the Original Agreement pursuant to SECTION 1D hereof. It is expressly agreed by the parties that, from and after the date that the OMX Acknowledgment is obtained, the Sellers shall have no liability for breach of this Agreement or the Original Agreement relating to the assignment contemplated by SECTION 1D hereof. Nothing in this SECTION 9F(v) shall be deemed to imply that receipt of the OMX Acknowledgment is a condition to Purchaser's obligations to close (it being expressly agreed that receipt of the OMX Acknowledgment is not a condition to Purchaser's obligations hereunder), that consent of any of the Forest Products Sellers is necessary in order to effectuate the assignment contemplated under SECTION 1D hereof or that any breach of any provision of this Agreement has occurred as a result of failure to obtain the OMX Acknowledgment or other consent from any of the Forest Products Sellers. (vi) Any indemnity payment under this Agreement shall be treated as an adjustment to the Purchase Price for Tax purposes. (vii) Notwithstanding the foregoing, to the extent that a representation or warranty of the Sellers contained in this Agreement or the Seller Disclosure Letter (each, a "REPRESENTATION") addresses a particular issue with specificity (a "SPECIFIC REPRESENTATION"), and no breach by Sellers exists under such Specific Representation, Sellers shall not be deemed to be in breach of any other Representation (with respect to such issue) that addresses such issue with less specificity than the Specific Representation and if such Specific Representation is qualified or limited by Sellers' knowledge, or in any other manner, no other Representation shall supercede or limit such qualification in any manner.

Certain Additional Matters. (i1) The amount of any and all Losses Damages under this ARTICLE 9 shall Article 3 will be determined net of, and the amount of any "Losses" shall be deemed be reduced by (i) the net present value of any Tax benefits realizable (calculated using a discount rate of 6%) by any party seeking indemnification hereunder arising from the deductibility of any such Losses and (ii) any amounts recovered, recoverable or for which there is a right of recovery actually recovered by an Indemnified Party or by any of such Indemnified Party's ’s Affiliates in respect of such claim under or pursuant to any insurance policy, title insurance po... (A2) the Title Policies (including, if issued, the La Bokay Endorsement), (B) the Original Agreement or (C) any other agreement (including the La Bokay Assignment Consent) with any of the Forest Products Sellers to which or pursuant to which an Indemnified Party or its Affiliates has rights (collectively, the "ALTERNATIVE ARRANGEMENTS") and no Indemnified Party shall assert any claim against an Indemnifying Party under this ARTICLE 9 in respect of any matter for which amounts have been recovered, are recoverable or for which there is a right of recovery pursuant to an Alternative Arrangement. Furthermore, if recovery is made pursuant to another arrangement (i.e., other than an Alternative Arrangement) for which the Purchaser or another Purchaser Indemnified Party has rights to recovery prior to any claim for indemnification being paid hereunder, the amount of Losses suffered by the Purchaser Indemnified Parties with respect to such claim shall be reduced by the excess of the amount of such recovery over the expenses incurred by the Purchaser Indemnified Parties in connection with such recovery. If, after a claim for indemnification is paid hereunder, a Purchaser Indemnified Party recovers amounts under such other arrangement, the Purchaser shall promptly remit to the Sellers the excess of (x) the lesser of (A) the amount of proceeds received for such claim under the other arrangement and (B) the amount previously paid to the Purchaser Indemnified Parties pursuant to this ARTICLE 9 over (y) expenses incurred by the Purchaser Indemnified Parties in connection with such recovery. Notwithstanding the foregoing, to the extent any such Loss indemnifiable hereunder served to reduce the Deductible, and subsequent recovery is made under another arrangement, the portion of the Deductible so reduced shall be automatically deemed restored (but only to the extent that the amount of such recovery exceeds the expenses incurred by the Purchaser Indemnified Parties in connection with such recovery). No Purchaser Indemnified Party shall have any the right to assert any claims against the Sellers pursuant to this ARTICLE 9 or otherwise recover under Section 3.2 with respect to any Losses that would Damages or alleged Damages to the extent the matter forming the basis for such Damage or alleged Damage shall have been covered taken into account in the calculatio... (3) No claim shall be made with respect to Damages arising out of any breach, or facts constituting a breach, of this Agreement actually known by the Title Policies (including, if issued, the La Bokay Endorsement) or the Original Agreement had the Purchaser or the Purchaser any Indemnified Party maintained for its benefit and the benefit of the Target Companies and the Timberlands Assets the same rights to exist at or coverage under the Title Policies (including, if issued, the La Bokay Endorsement) or the Original Agreement following the Closing that was in effect for the Target Companies and the Timberlands Assets immediately prior to the Closingdate hereof. Any Damage for which any Indemnified Part... (4) In no event will any Indemnified Party be entitled to recover or make a claim for any amounts in respect of, and in no event will “Damages” be deemed to include, (i) punitive, special, consequential or exemplary damages (except to the extent actua... (5) To the extent permitted by Applicable Law, any indemnity payment under this Agreement will be treated as an adjustment to the Purchase Price for Tax purposes. (ii6) Each party hereby waives, to the extent permitted under its applicable insurance policies, any subrogation rights that its insurer may have with respect to any indemnifiable Losses. Each Indemnified Party agrees that in the event of any breach giving rise to an indemnification obligation under this ARTICLE 9Article 3, such Indemnified Party shall will take and will cause its Affiliates (including the Target Companies) to take, or cooperate with the RepresentativeIndemnifying Party, if so requested by the Representative, in order to take, all reasonable measures to mitigate the consequences of the related breach (including taking steps to prevent any contingent liability from becoming an actual liability).s... (iii7) In no event No Purchaser Indemnified Party shall any party be entitled to recover or make a claim for any amounts in respect of, and in no event shall "Losses" be deemed to include consequential, incidental or indirect damages, lost profits or punitive damages and, in particular, no "multiple of profits" or "multiple of cash flow" or similar valuation methodology shall be used in calculating the amount of any Losses. (iv) Notwithstanding anything herein to the contrary, the parties agree that no representation or warranty is being made as to whether any consent of any other Person party to the La Bokay Lease is required in connection with the transactions contemplated hereby (including as to whether any consent is required in connection with the La Bokay Sublease or as a result of the Purchaser electing (or, in accordance with SECTION 3I(iii), having been deemed to have elected) to exercise the Asset Purchase Option or the Equity Purchase Option) and no Seller (nor, in the event that the Asset Purchase Option is elected, Boise Louisiana Land & Timber, L.L.C.) shall have any liability for breach of any representation, warranty, covenant or agreement made hereunder resulting from failure to obtain any such consent or for the adequacy or inadequacy of any such consent obtained. Without limiting the generality of the foregoing, no Seller shall have any liability under SECTION 9A(i) or otherwise, nor shall the condition set forth in SECTION 2B(i) not be deemed to be satisfied, as a result of (A) any breach of the representations and warranties set forth in SECTION 4D to the extent relating to the La Bokay Lease, the La Bokay Sublease, or, to the extent that the Asset Purchase Option is elected, any contract that is assigned to Purchaser in connection therewith, or (B) any breach of SECTION 4H or any other representation, warranty, covenant or agreement being deemed to have been breached as a result of the La Bokay Lease having been breached or alleged to have been breached as a result of the execution and delivery of this Agreement, the performance of the parties' respective obligations hereunder or the consummation of the transactions contemplated hereby (including as a result of sale of the Target Companies Equity Interests of Boise Louisiana Land & Timber, L.L.C. and/or the execution, delivery or performance of the La Bokay Sublease or assignment of any contract of Boise Louisiana Land & Timber, L.L.C. being assigned hereunder without consent of any counterparty thereto). It is expressly agreed by the parties that the Sellers shall have no liability for breach of the La Bokay Lease arising as a result of the execution and delivery of this Agreement, the performance of the parties' respective obligations hereunder or the consummation of the transactions contemplated hereby (including as a result of sale of the Target Companies Equity Interests of Boise Louisiana Land & Timber, L.L.C. and/or the execution, delivery or performance of the La Bokay Sublease or assignment of any contract of Boise Louisiana Land & Timber, L.L.C. being assigned hereunder without consent of any counterparty thereto). (v) The Purchaser agrees on behalf of itself and the other Purchaser Indemnified Parties that, from and after the date that the OMX Acknowledgment is obtained, neither Seller shall have any liability for failure to obtain any consent of any Forest Products Seller Corporation Liabilities pursuant to the Original Agreement for purposes of effectuating the assignment contemplated by SECTION 1D hereof in connection with the transactions contemplated hereby Section 3.2(c) unless and no Seller shall have any liability for breach of any representation, warranty, covenant or agreement made hereunder resulting from failure to obtain any such consent or for the adequacy or inadequacy of any such consent obtained. Without limiting the generality of the foregoing, from and after the date that the OMX Acknowledgment is obtained, no Seller shall have any liability under SECTION 9A(iuntil (i) or otherwise, nor shall the condition set forth in SECTION 2B(i) not be deemed to be satisfied, as a result of any breach of the representations and warranties set forth in SECTION 4D to the extent relating to the assignment of rights under the Original Agreement pursuant to SECTION 1D hereof. It is expressly agreed by the parties that, from and after the date that the OMX Acknowledgment is obtained, the Sellers shall have no liability for breach of this Agreement or the Original Agreement relating to the assignment contemplated by SECTION 1D hereof. Nothing in this SECTION 9F(v) shall be deemed to imply that receipt of the OMX Acknowledgment is a condition to Purchaser's obligations to close (it being expressly agreed that receipt of the OMX Acknowledgment is not a condition to Purchaser's obligations hereunder), that consent of any of the Forest Products Sellers is necessary in order to effectuate the assignment contemplated under SECTION 1D hereof or that any breach of any provision of this Agreement has occurred as a result of failure to obtain the OMX Acknowledgment or other consent from any of the Forest Products Sellers. (vi) Any indemnity payment under this Agreement shall be treated as an adjustment to the Purchase Price for Tax purposes. (vii) Notwithstanding the foregoing, to the extent that a representation or warranty of the Sellers contained in this Agreement or the Seller Disclosure Letter (each, a "REPRESENTATION") addresses a particular issue with specificity (a "SPECIFIC REPRESENTATION"), and no breach by Sellers exists under such Specific Representation, Sellers shall not be deemed to be in breach of any other Representation (with respect to such issue) that addresses such issue with less specificity than the Specific Representation Office Lease and if such Specific Representation is qualified or limited by Sellers' knowledge, or in any other manner, no other Representation shall supercede or limit such qualification in any manner.Warehouse Lease (each as def...

Certain Additional Matters. (i1) The amount of any and all Losses Damages under this ARTICLE 9 shall Article 3 will be determined net of, and the amount of any "Losses" shall be deemed be reduced by (i) the net present value of any Tax benefits realizable (calculated using a discount rate of 6%) by any party seeking indemnification hereunder arising from the deductibility of any such Losses and (ii) any amounts recovered, recoverable or for which there is a right of recovery actually recovered by an Indemnified Party or by any of such Indemnified Party's ’s Affiliates in respect of such claim under or pursuant to (A) the Title Policies (includingany insurance policy, if issuedtitle insurance policy, the La Bokay Endorsement)indemnity, (B) the Original Agreement reimbursement arrangement or (C) any other agreement (including the La Bokay Assignment Consent) with any of the Forest Products Sellers contract pursuant to which or pursuant to under which an such Indemnified Party or its such Indemnified Party’s Affiliates is a party or has rights (collectively, the "ALTERNATIVE ARRANGEMENTS"“Alternative Arrangements”) and no Indemnified Party shall assert any claim against an Indemnifying Party under this ARTICLE 9 in respect of any matter for which amounts have been recovered, are recoverable or for which there is a right of recovery pursuant to an Alternative Arrangement. Furthermore, if recovery is made pursuant to another arrangement (i.e., other than an Alternative Arrangementii) for which the Purchaser or another Purchaser Indemnified Party has rights to recovery prior to any claim for indemnification being paid hereunder, the amount of Losses suffered by the Purchaser any Tax benefit available to an Indemnified Parties Party or any of such Indemnified Party’s Affiliates (or their direct or indirect beneficial owners) with respect to such claim shall be reduced by the excess of the amount of such recovery over the expenses incurred by the Purchaser Indemnified Parties in connection with such recovery. If, after a claim for indemnification is paid hereunder, a Purchaser Indemnified Party recovers amounts under such other arrangement, the Purchaser shall promptly remit to the Sellers the excess of Damages. (x2) the lesser of (A) the amount of proceeds received for such claim under the other arrangement and (B) the amount previously paid to the Purchaser Indemnified Parties pursuant to this ARTICLE 9 over (y) expenses incurred by the Purchaser Indemnified Parties in connection with such recovery. Notwithstanding the foregoing, to the extent any such Loss indemnifiable hereunder served to reduce the Deductible, and subsequent recovery is made under another arrangement, the portion of the Deductible so reduced shall be automatically deemed restored (but only to the extent that the amount of such recovery exceeds the expenses incurred by the Purchaser Indemnified Parties in connection with such recovery). No Purchaser Indemnified Party shall have the right to recover under Section 3.2 with respect to any Damages or alleged Damages to the extent the matter forming the basis for such Damage or alleged Damage shall have been taken into account in the calculation of the $4,114,803 of Corporation Liabilities set forth in Section 3.2(c) or the Closing Working Capital. (3) No claim shall be made with respect to Damages arising out of any breach, or facts constituting a breach, of this Agreement actually known by any Indemnified Party to exist at or prior to the date hereof. Any Damage for which any Indemnified Party is entitled to indemnification under Section 3.2 shall be determined without duplication of recovery by reason of the state of facts giving rise to such Damage constituting a breach of more than one representation, warranty, covenant or agreement or constituting a Corporation Liability or Tax. No Indemnified Party shall have the right to assert any claims against the Sellers claim pursuant to this ARTICLE 9 or otherwise Article 3 with respect to any Losses Damage, cause of action or other claim to the extent it is primarily a possible or potential Damage, cause of action or claim that would have been covered by the Title Policies (including, if issued, the La Bokay Endorsement) or the Original Agreement had the Purchaser or the Purchaser Indemnified Party maintained believes may be asserted rather than an actual Damage, cause of action or claim that has, in fact, been filed of record or asserted against any Indemnified Party, paid or incurred by any Indemnified Party. (4) In no event will any Indemnified Party be entitled to recover or make a claim for its benefit any amounts in respect of, and in no event will “Damages” be deemed to include, (i) punitive, special, consequential or exemplary damages (except to the benefit extent actually paid to a third party) and, in particular, no “diminution of value,” “multiple of profits” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the Target Companies and amount of any Damages, (ii) any liability arising from any change after the Timberlands Assets the same rights date hereof in any Applicable Law or coverage under the Title Policies any interpretation thereof, (including, if issued, the La Bokay Endorsementiii) or the Original Agreement following any Damage arising from reliance after the Closing that was in effect for the Target Companies and the Timberlands Assets immediately on any facts represented relating to Taxes, Tax Returns or related matters prior to the Closing. Closing continuing to be true after the Closing or (iiiv) Each party hereby waivesany Taxes (I) of Purchaser or any of its subsidiaries (other than the Corporation), to the extent permitted under its applicable insurance policies, any subrogation rights that its insurer may have (II) with respect to any indemnifiable LossesTaxable period (or portion thereof) beginning on or after the date hereof, (III) that are due to the unavailability in any taxable period (or portion hereof) beginning after the date hereof of any net operating loss, credit or other Tax attribute from a Pre-Closing Tax Period (or portion thereof), (IV) that are due to transactions occurring on the date hereof but after the Closing, (V) that are due to the manner in which Purchaser finances the transactions contemplated by this Agreement or (VI) that are due to Purchaser’s breach of Section 4.1. - -23 - (5) To the extent permitted by Applicable Law, any indemnity payment under this Agreement will be treated as an adjustment to the Purchase Price for Tax purposes. (6) Each Indemnified Party agrees that in the event of any breach giving rise to an indemnification obligation under this ARTICLE 9Article 3, such Indemnified Party shall will take and will cause its Affiliates (including the Target Companies) to take, or cooperate with the RepresentativeIndemnifying Party, if so requested by the RepresentativeIndemnifying Party, in order to take, all reasonable measures to mitigate the consequences of the related breach (including taking steps to prevent any contingent liability from becoming an actual liability). (iii7) In no event No Purchaser Indemnified Party shall any party be entitled to recover or make a claim for any amounts in respect of, and in no event shall "Losses" be deemed to include consequential, incidental or indirect damages, lost profits or punitive damages and, in particular, no "multiple of profits" or "multiple of cash flow" or similar valuation methodology shall be used in calculating the amount of any Losses. (iv) Notwithstanding anything herein to the contrary, the parties agree that no representation or warranty is being made as to whether any consent of any other Person party to the La Bokay Lease is required in connection with the transactions contemplated hereby (including as to whether any consent is required in connection with the La Bokay Sublease or as a result of the Purchaser electing (or, in accordance with SECTION 3I(iii), having been deemed to have elected) to exercise the Asset Purchase Option or the Equity Purchase Option) and no Seller (nor, in the event that the Asset Purchase Option is elected, Boise Louisiana Land & Timber, L.L.C.) shall have any liability for breach of any representation, warranty, covenant or agreement made hereunder resulting from failure to obtain any such consent or for the adequacy or inadequacy of any such consent obtained. Without limiting the generality of the foregoing, no Seller shall have any liability under SECTION 9A(i) or otherwise, nor shall the condition set forth in SECTION 2B(i) not be deemed to be satisfied, as a result of (A) any breach of the representations and warranties set forth in SECTION 4D to the extent relating to the La Bokay Lease, the La Bokay Sublease, or, to the extent that the Asset Purchase Option is elected, any contract that is assigned to Purchaser in connection therewith, or (B) any breach of SECTION 4H or any other representation, warranty, covenant or agreement being deemed to have been breached as a result of the La Bokay Lease having been breached or alleged to have been breached as a result of the execution and delivery of this Agreement, the performance of the parties' respective obligations hereunder or the consummation of the transactions contemplated hereby (including as a result of sale of the Target Companies Equity Interests of Boise Louisiana Land & Timber, L.L.C. and/or the execution, delivery or performance of the La Bokay Sublease or assignment of any contract of Boise Louisiana Land & Timber, L.L.C. being assigned hereunder without consent of any counterparty thereto). It is expressly agreed by the parties that the Sellers shall have no liability for breach of the La Bokay Lease arising as a result of the execution and delivery of this Agreement, the performance of the parties' respective obligations hereunder or the consummation of the transactions contemplated hereby (including as a result of sale of the Target Companies Equity Interests of Boise Louisiana Land & Timber, L.L.C. and/or the execution, delivery or performance of the La Bokay Sublease or assignment of any contract of Boise Louisiana Land & Timber, L.L.C. being assigned hereunder without consent of any counterparty thereto). (v) The Purchaser agrees on behalf of itself and the other Purchaser Indemnified Parties that, from and after the date that the OMX Acknowledgment is obtained, neither Seller shall have any liability for failure to obtain any consent of any Forest Products Seller Corporation Liabilities pursuant to the Original Agreement for purposes of effectuating the assignment contemplated by SECTION 1D hereof in connection with the transactions contemplated hereby Section 3.2(c) unless and no Seller shall have any liability for breach of any representation, warranty, covenant or agreement made hereunder resulting from failure to obtain any such consent or for the adequacy or inadequacy of any such consent obtained. Without limiting the generality of the foregoing, from and after the date that the OMX Acknowledgment is obtained, no Seller shall have any liability under SECTION 9A(iuntil (i) or otherwise, nor shall the condition set forth in SECTION 2B(i) not be deemed to be satisfied, as a result of any breach of the representations and warranties set forth in SECTION 4D to the extent relating to the assignment of rights under the Original Agreement pursuant to SECTION 1D hereof. It is expressly agreed by the parties that, from and after the date that the OMX Acknowledgment is obtained, the Sellers shall have no liability for breach of this Agreement or the Original Agreement relating to the assignment contemplated by SECTION 1D hereof. Nothing in this SECTION 9F(v) shall be deemed to imply that receipt of the OMX Acknowledgment is a condition to Purchaser's obligations to close (it being expressly agreed that receipt of the OMX Acknowledgment is not a condition to Purchaser's obligations hereunder), that consent of any of the Forest Products Sellers is necessary in order to effectuate the assignment contemplated under SECTION 1D hereof or that any breach of any provision of this Agreement has occurred as a result of failure to obtain the OMX Acknowledgment or other consent from any of the Forest Products Sellers. (vi) Any indemnity payment under this Agreement shall be treated as an adjustment to the Purchase Price for Tax purposes. (vii) Notwithstanding the foregoing, to the extent that a representation or warranty of the Sellers contained in this Agreement or the Seller Disclosure Letter (each, a "REPRESENTATION") addresses a particular issue with specificity (a "SPECIFIC REPRESENTATION"), and no breach by Sellers exists under such Specific Representation, Sellers shall not be deemed to be in breach of any other Representation (with respect to the Office Lease and Warehouse Lease (each as defined on Schedule 4.10), the Purchaser has provided Vendor evidence of satisfaction of the Purchaser’s obligations in Section 4.10 in a form reasonably satisfactory to Vendor, and (ii) with respect to Employee Severance (as defined on Schedule 4.10), the Purchaser has provided Vendor evidence of such issue) that addresses such issue with less specificity than the Specific Representation and if such Specific Representation is qualified or limited by Sellers' knowledge, or payments in any other manner, no other Representation shall supercede or limit such qualification in any mannera form reasonably satisfactory to Vendor.

Certain Additional Matters. (i1) The amount of any and all Losses Damages under this ARTICLE 9 shall Article 3 will be determined net of, and the amount of any "Losses" shall be deemed be reduced by (i) the net present value of any Tax benefits realizable (calculated using a discount rate of 6%) by any party seeking indemnification hereunder arising from the deductibility of any such Losses and (ii) any amounts recovered, recoverable or for which there is a right of recovery actually recovered by an Indemnified Party or by any of such Indemnified Party's ’s Affiliates in respect of such claim under or pursuant to (A) the Title Policies (includingany insurance policy, if issuedtitle insurance policy, the La Bokay Endorsement)indemnity, (B) the Original Agreement reimbursement arrangement or (C) any other agreement (including the La Bokay Assignment Consent) with any of the Forest Products Sellers contract pursuant to which or pursuant to under which an such Indemnified Party or its such Indemnified Party’s Affiliates is a party or has rights (collectively, the "ALTERNATIVE ARRANGEMENTS"“Alternative Arrangements”) and no Indemnified Party shall assert any claim against an Indemnifying Party under this ARTICLE 9 in respect of any matter for which amounts have been recovered, are recoverable or for which there is a right of recovery pursuant to an Alternative Arrangement. Furthermore, if recovery is made pursuant to another arrangement (i.e., other than an Alternative Arrangementii) for which the Purchaser or another Purchaser Indemnified Party has rights to recovery prior to any claim for indemnification being paid hereunder, the amount of Losses suffered by the Purchaser any Tax benefit available to an Indemnified Parties Party or any of such Indemnified Party’s Affiliates (or their direct or indirect beneficial owners) with respect to such claim shall be reduced by the excess of the amount of such recovery over the expenses incurred by the Purchaser Indemnified Parties in connection with such recovery. If, after a claim for indemnification is paid hereunder, a Purchaser Indemnified Party recovers amounts under such other arrangement, the Purchaser shall promptly remit to the Sellers the excess of Damages. (x2) the lesser of (A) the amount of proceeds received for such claim under the other arrangement and (B) the amount previously paid to the Purchaser Indemnified Parties pursuant to this ARTICLE 9 over (y) expenses incurred by the Purchaser Indemnified Parties in connection with such recovery. Notwithstanding the foregoing, to the extent any such Loss indemnifiable hereunder served to reduce the Deductible, and subsequent recovery is made under another arrangement, the portion of the Deductible so reduced shall be automatically deemed restored (but only to the extent that the amount of such recovery exceeds the expenses incurred by the Purchaser Indemnified Parties in connection with such recovery). No Purchaser Indemnified Party shall have the right to recover under Section 3.2 with respect to any Damages or alleged Damages to the extent the matter forming the basis for such Damage or alleged Damage shall have been taken into account in the calculation of the $4,114,803 of Corporation Liabilities set forth in Section 3.2(c) or the Closing Working Capital. (3) No claim shall be made with respect to Damages arising out of any breach, or facts constituting a breach, of this Agreement actually known by any Indemnified Party to exist at or prior to the date hereof. Any Damage for which any Indemnified Party is entitled to indemnification under Section 3.2 shall be determined without duplication of recovery by reason of the state of facts giving rise to such Damage constituting a breach of more than one representation, warranty, covenant or agreement or constituting a Corporation Liability or Tax. No Indemnified Party shall have the right to assert any claims against the Sellers claim pursuant to this ARTICLE 9 or otherwise Article 3 with respect to any Losses Damage, cause of action or other claim to the extent it is primarily a possible or potential Damage, cause of action or claim that would have been covered by the Title Policies (including, if issued, the La Bokay Endorsement) or the Original Agreement had the Purchaser or the Purchaser Indemnified Party maintained believes may be asserted rather than an actual Damage, cause of action or claim that has, in fact, been filed of record or asserted against any Indemnified Party, paid or incurred by any Indemnified Party. (4) In no event will any Indemnified Party be entitled to recover or make a claim for its benefit any amounts in respect of, and in no event will “Damages” be deemed to include, (i) punitive, special, consequential or exemplary damages (except to the benefit extent actually paid to a third party) and, in particular, no “diminution of value,” “multiple of profits” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the Target Companies and amount of any Damages, (ii) any liability arising from any change after the Timberlands Assets the same rights date hereof in any Applicable Law or coverage under the Title Policies any interpretation thereof, (including, if issued, the La Bokay Endorsementiii) or the Original Agreement following any Damage arising from reliance after the Closing that was in effect for the Target Companies and the Timberlands Assets immediately on any facts represented relating to Taxes, Tax Returns or related matters prior to the Closing. Closing continuing to be true after the Closing or (iiiv) Each party hereby waivesany Taxes (I) of Purchaser or any of its subsidiaries (other than the Corporation), to the extent permitted under its applicable insurance policies, any subrogation rights that its insurer may have (II) with respect to any indemnifiable Losses. Taxable period (or portion thereof) beginning on or after the date hereof, (III) that are due to the unavailability in any taxable period (or portion hereof) beginning after the date hereof of any net operating loss, credit or other Tax attribute from a Pre-Closing Tax Period (or portion thereof), (IV) that are due to transactions occurring on the date hereof but after the Closing, (V) that are due to the manner in which Purchaser finances the transactions contemplated by this Agreement or (VI) that are due to Purchaser’s breach of Section 4.1. (5) To the extent permitted by Applicable Law, any indemnity payment under this Agreement will be treated as an adjustment to the Purchase Price for Tax purposes. (6) Each Indemnified Party agrees that in the event of any breach giving rise to an indemnification obligation under this ARTICLE 9Article 3, such Indemnified Party shall will take and will cause its Affiliates (including the Target Companies) to take, or cooperate with the RepresentativeIndemnifying Party, if so requested by the RepresentativeIndemnifying Party, in order to take, all reasonable measures to mitigate the consequences of the related breach (including taking steps to prevent any contingent liability from becoming an actual liability). (iii7) In no event No Purchaser Indemnified Party shall any party be entitled to recover or make a claim for any amounts in respect of, and in no event shall "Losses" be deemed to include consequential, incidental or indirect damages, lost profits or punitive damages and, in particular, no "multiple of profits" or "multiple of cash flow" or similar valuation methodology shall be used in calculating the amount of any Losses. (iv) Notwithstanding anything herein to the contrary, the parties agree that no representation or warranty is being made as to whether any consent of any other Person party to the La Bokay Lease is required in connection with the transactions contemplated hereby (including as to whether any consent is required in connection with the La Bokay Sublease or as a result of the Purchaser electing (or, in accordance with SECTION 3I(iii), having been deemed to have elected) to exercise the Asset Purchase Option or the Equity Purchase Option) and no Seller (nor, in the event that the Asset Purchase Option is elected, Boise Louisiana Land & Timber, L.L.C.) shall have any liability for breach of any representation, warranty, covenant or agreement made hereunder resulting from failure to obtain any such consent or for the adequacy or inadequacy of any such consent obtained. Without limiting the generality of the foregoing, no Seller shall have any liability under SECTION 9A(i) or otherwise, nor shall the condition set forth in SECTION 2B(i) not be deemed to be satisfied, as a result of (A) any breach of the representations and warranties set forth in SECTION 4D to the extent relating to the La Bokay Lease, the La Bokay Sublease, or, to the extent that the Asset Purchase Option is elected, any contract that is assigned to Purchaser in connection therewith, or (B) any breach of SECTION 4H or any other representation, warranty, covenant or agreement being deemed to have been breached as a result of the La Bokay Lease having been breached or alleged to have been breached as a result of the execution and delivery of this Agreement, the performance of the parties' respective obligations hereunder or the consummation of the transactions contemplated hereby (including as a result of sale of the Target Companies Equity Interests of Boise Louisiana Land & Timber, L.L.C. and/or the execution, delivery or performance of the La Bokay Sublease or assignment of any contract of Boise Louisiana Land & Timber, L.L.C. being assigned hereunder without consent of any counterparty thereto). It is expressly agreed by the parties that the Sellers shall have no liability for breach of the La Bokay Lease arising as a result of the execution and delivery of this Agreement, the performance of the parties' respective obligations hereunder or the consummation of the transactions contemplated hereby (including as a result of sale of the Target Companies Equity Interests of Boise Louisiana Land & Timber, L.L.C. and/or the execution, delivery or performance of the La Bokay Sublease or assignment of any contract of Boise Louisiana Land & Timber, L.L.C. being assigned hereunder without consent of any counterparty thereto). (v) The Purchaser agrees on behalf of itself and the other Purchaser Indemnified Parties that, from and after the date that the OMX Acknowledgment is obtained, neither Seller shall have any liability for failure to obtain any consent of any Forest Products Seller Corporation Liabilities pursuant to the Original Agreement for purposes of effectuating the assignment contemplated by SECTION 1D hereof in connection with the transactions contemplated hereby Section 3.2(c) unless and no Seller shall have any liability for breach of any representation, warranty, covenant or agreement made hereunder resulting from failure to obtain any such consent or for the adequacy or inadequacy of any such consent obtained. Without limiting the generality of the foregoing, from and after the date that the OMX Acknowledgment is obtained, no Seller shall have any liability under SECTION 9A(iuntil (i) or otherwise, nor shall the condition set forth in SECTION 2B(i) not be deemed to be satisfied, as a result of any breach of the representations and warranties set forth in SECTION 4D to the extent relating to the assignment of rights under the Original Agreement pursuant to SECTION 1D hereof. It is expressly agreed by the parties that, from and after the date that the OMX Acknowledgment is obtained, the Sellers shall have no liability for breach of this Agreement or the Original Agreement relating to the assignment contemplated by SECTION 1D hereof. Nothing in this SECTION 9F(v) shall be deemed to imply that receipt of the OMX Acknowledgment is a condition to Purchaser's obligations to close (it being expressly agreed that receipt of the OMX Acknowledgment is not a condition to Purchaser's obligations hereunder), that consent of any of the Forest Products Sellers is necessary in order to effectuate the assignment contemplated under SECTION 1D hereof or that any breach of any provision of this Agreement has occurred as a result of failure to obtain the OMX Acknowledgment or other consent from any of the Forest Products Sellers. (vi) Any indemnity payment under this Agreement shall be treated as an adjustment to the Purchase Price for Tax purposes. (vii) Notwithstanding the foregoing, to the extent that a representation or warranty of the Sellers contained in this Agreement or the Seller Disclosure Letter (each, a "REPRESENTATION") addresses a particular issue with specificity (a "SPECIFIC REPRESENTATION"), and no breach by Sellers exists under such Specific Representation, Sellers shall not be deemed to be in breach of any other Representation (with respect to the Office Lease and Warehouse Lease (each as defined on Schedule 4.10), the Purchaser has provided Vendor evidence of satisfaction of the Purchaser’s obligations in Section 4.10 in a form reasonably satisfactory to Vendor, and (ii) with respect to Employee Severance (as defined on Schedule 4.10), the Purchaser has provided Vendor evidence of such issue) that addresses such issue with less specificity than the Specific Representation and if such Specific Representation is qualified or limited by Sellers' knowledge, or payments in any other manner, no other Representation shall supercede or limit such qualification in any mannera form reasonably satisfactory to Vendor.

Certain Additional Matters. (i) The amount of any and all Losses under this ARTICLE 9 Section 10 shall be determined net of, and the amount of any "Losses" shall be deemed be reduced by (iA) the net present value of any Tax benefits realizable reasonably expected to be realized (calculated using a discount rate of 6%equal to the Applicable Rate) by any party seeking indemnification hereunder arising from the deductibility of any such Losses and Losses, (iiB) any amounts recovered, recoverable or for which there is a right of recovery by an Indemnified Party or by any of such Indemnified Party's Affiliates in respect of such claim the indemnified party under or pursuant to (A) the Title Policies (includingany insurance policy, if issuedindemnity, the La Bokay Endorsement), (B) the Original Agreement reimbursement arrangement or (C) any other agreement (including the La Bokay Assignment Consent) contract with any of the Forest Products Sellers respect to which such Losses or pursuant to or under which an Indemnified Party such indemnified party or its Affiliates has rights (collectively, “Alternative Arrangements”), and (C) any liability or reserve reflected in the "ALTERNATIVE ARRANGEMENTS") and no Indemnified Party shall assert any claim against an Indemnifying Party under this ARTICLE 9 in Financial Statements or the Closing Statement with respect of to any matter forming the basis for which amounts have been recovered, are recoverable or for which there is such Losses. In the event of a right of recovery pursuant to claim covered by both an Alternative Arrangement. FurthermoreArrangement and the indemnification provisions of this Article 10 (a “Dual Covered Claim”), if Buyer agrees to use commercially reasonable best efforts to seek and pursue recovery is made pursuant to another arrangement (i.e., other than an under such Alternative Arrangement) for which the Purchaser or another Purchaser Indemnified Party has rights to recovery Arrangement prior to any claim for indemnification being paid hereunder, the amount of Losses suffered by the Purchaser Buyer Indemnified Parties with respect to such claim shall be reduced by the excess of the amount of such recovery over the expenses incurred by the Purchaser Indemnified Parties in connection with such recovery. If, after Party making a claim for indemnification is paid hereunderunder this Article 10. In the event that, a Purchaser Indemnified Party recovers amounts with respect to any such Dual Covered Claim, the Buyer has used commercially reasonable best efforts to seek and pursue recovery under such other arrangement, Alternative Arrangement but has failed to recover the Purchaser shall promptly remit full amount of such claim within thirty (30) business days prior to the Sellers the excess of (x) the lesser of (A) the amount of proceeds received applicable Termination Date for such claim under Section 10(e), then the other arrangement Buyer may make a claim for indemnification under this Article 10; provided that the Buyer agrees to use commercially reasonable best efforts to continue to seek and (B) the amount previously paid to the Purchaser Indemnified Parties pursuant to pursue recovery under such Alternative Arrangement contemporaneously with seeking indemnification under this ARTICLE 9 over (y) expenses incurred by the Purchaser Indemnified Parties in connection with such recoveryArticle 10. Notwithstanding the foregoing, to the extent any such Loss indemnifiable hereunder served to reduce the DeductibleSeller shall have no liability, and subsequent recovery is made under another arrangement, the portion of the Deductible so reduced shall be automatically deemed restored (but only to the extent that the amount of such recovery exceeds the expenses incurred by the Purchaser Indemnified Parties in connection with such recovery). No Purchaser Indemnified Party Buyer shall have any no right to assert any claims against the Sellers pursuant to this ARTICLE 9 or otherwise claims, with respect to any Losses that would have been covered by any Alternative Arrangement in any Contract or Purchase Order had Buyer not amended or waived the Title Policies (including, if issued, the La Bokay Endorsement) terms of such Contract or the Original Agreement had the Purchaser or the Purchaser Indemnified Party maintained for its benefit and the benefit of the Target Companies and the Timberlands Assets the same rights or coverage under the Title Policies (including, if issued, the La Bokay Endorsement) or the Original Agreement following the Closing that was Purchase Order as in effect for the Target Companies and the Timberlands Assets immediately prior to the Closing. (ii) Except those damages payable to third parties (other than Buyer or the other Buyer Indemnified Parties), in no event shall the Buyer Indemnified Parties be entitled to recover or make a claim for any amounts in respect of, and in no event shall Losses be deemed to include, consequential, incidental or indirect damages, lost profits or punitive, special or exemplary damages and, in particular, no “multiple of profits” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount of any Losses. Except those damages payable to third parties (other than Seller or the other Seller Indemnified Parties), in no event shall the Seller Indemnified Parties be entitled to recover or make a claim for any amounts in respect of, and in no event shall Losses be deemed to include, consequential, incidental or indirect damages, lost profits or punitive, special or exemplary damages and, in particular, no “multiple of profits” or “multiple of cash flow” or similar valuation methodology shall be used in calculating the amount of any Losses. (iii) Each party hereby waives, to the extent permitted under its applicable insurance policies, any subrogation rights that its insurer may have with respect to any indemnifiable Losses. Each Indemnified Party agrees that in the event of any breach giving rise to an indemnification obligation under this ARTICLE 9, such Indemnified Party shall take and cause its Affiliates (including the Target Companies) to take, or cooperate with the Representative, if so requested by the Representative, in order to take, all reasonable measures to mitigate the consequences of the related breach (including taking steps to prevent any contingent liability from becoming an actual liability). (iii) In no event shall any party be entitled to recover or make a claim for any amounts in respect of, and in no event shall "Losses" be deemed to include consequential, incidental or indirect damages, lost profits or punitive damages and, in particular, no "multiple of profits" or "multiple of cash flow" or similar valuation methodology shall be used in calculating the amount of any LossesLosses hereunder. (iv) Notwithstanding anything herein to the contrary, the parties agree that no representation or warranty is being made as to whether any consent of any other Person party to the La Bokay Lease is required in connection with the transactions contemplated hereby (including as to whether any consent is required in connection with the La Bokay Sublease or as a result of the Purchaser electing (or, in accordance with SECTION 3I(iii), having been deemed to have elected) to exercise the Asset Purchase Option or the Equity Purchase Option) and no Seller (nor, in the event that the Asset Purchase Option is elected, Boise Louisiana Land & Timber, L.L.C.) shall have any liability for breach of any representation, warranty, covenant or agreement made hereunder resulting from failure to obtain any such consent or for the adequacy or inadequacy of any such consent obtained. Without limiting the generality of the foregoing, no Seller shall have any liability under SECTION 9A(i) or otherwise, nor shall the condition set forth in SECTION 2B(i) not be deemed to be satisfied, as a result of (A) any breach of the representations and warranties set forth in SECTION 4D to the extent relating to the La Bokay Lease, the La Bokay Sublease, or, to the extent that the Asset Purchase Option is elected, any contract that is assigned to Purchaser in connection therewith, or (B) any breach of SECTION 4H or any other representation, warranty, covenant or agreement being deemed to have been breached as a result of the La Bokay Lease having been breached or alleged to have been breached as a result of the execution and delivery of this Agreement, the performance of the parties' respective obligations hereunder or the consummation of the transactions contemplated hereby (including as a result of sale of the Target Companies Equity Interests of Boise Louisiana Land & Timber, L.L.C. and/or the execution, delivery or performance of the La Bokay Sublease or assignment of any contract of Boise Louisiana Land & Timber, L.L.C. being assigned hereunder without consent of any counterparty thereto). It is expressly agreed by the parties that the Sellers shall have no liability for breach of the La Bokay Lease arising as a result of the execution and delivery of this Agreement, the performance of the parties' respective obligations hereunder or the consummation of the transactions contemplated hereby (including as a result of sale of the Target Companies Equity Interests of Boise Louisiana Land & Timber, L.L.C. and/or the execution, delivery or performance of the La Bokay Sublease or assignment of any contract of Boise Louisiana Land & Timber, L.L.C. being assigned hereunder without consent of any counterparty thereto). (v) The Purchaser agrees on behalf of itself and the other Purchaser Indemnified Parties that, from and after the date that the OMX Acknowledgment is obtained, neither Seller shall have any liability for failure to obtain any consent of any Forest Products Seller pursuant to the Original Agreement for purposes of effectuating the assignment contemplated by SECTION 1D hereof in connection with the transactions contemplated hereby and no Seller shall have any liability for breach of any representation, warranty, covenant or agreement made hereunder resulting from failure to obtain any such consent or for the adequacy or inadequacy of any such consent obtained. Without limiting the generality of the foregoing, from and after the date that the OMX Acknowledgment is obtained, no Seller shall have any liability under SECTION 9A(i) or otherwise, nor shall the condition set forth in SECTION 2B(i) not be deemed to be satisfied, as a result of any breach of the representations and warranties set forth in SECTION 4D to the extent relating to the assignment of rights under the Original Agreement pursuant to SECTION 1D hereof. It is expressly agreed by the parties that, from and after the date that the OMX Acknowledgment is obtained, the Sellers shall have no liability for breach of this Agreement or the Original Agreement relating to the assignment contemplated by SECTION 1D hereof. Nothing in this SECTION 9F(v) shall be deemed to imply that receipt of the OMX Acknowledgment is a condition to Purchaser's obligations to close (it being expressly agreed that receipt of the OMX Acknowledgment is not a condition to Purchaser's obligations hereunder), that consent of any of the Forest Products Sellers is necessary in order to effectuate the assignment contemplated under SECTION 1D hereof or that any breach of any provision of this Agreement has occurred as a result of failure to obtain the OMX Acknowledgment or other consent from any of the Forest Products Sellers. (vi) Any indemnity payment under this Agreement shall be treated as an adjustment to the Final Purchase Price for Tax purposes. (vii) Notwithstanding the foregoing, to the extent that a representation or warranty of the Sellers contained in this Agreement or the Seller Disclosure Letter (each, a "REPRESENTATION") addresses a particular issue with specificity (a "SPECIFIC REPRESENTATION"), and no breach by Sellers exists under such Specific Representation, Sellers shall not be deemed to be in breach of any other Representation (with respect to such issue) that addresses such issue with less specificity than the Specific Representation and if such Specific Representation is qualified or limited by Sellers' knowledge, or in any other manner, no other Representation shall supercede or limit such qualification in any manner.

Certain Additional Matters. (ia) The amount of any and all Losses under this ARTICLE 9 shall be determined net of, and the amount of any "Losses" shall be deemed be reduced by (i) the net present value of any Tax benefits realizable (calculated using a discount rate of 6%) by any party seeking indemnification hereunder arising from the deductibility of any such Losses and (ii) any amounts recovered, recoverable or for which there is a right of recovery actually recovered by an Indemnified Party or by any of such Indemnified Party's ’s Affiliates in respect of such claim under or pursuant to (A) the Title Policies any insurance policy, title insurance policy, indemnity, reimbursement arrangement or contract pursuant to which or under which such Indemnified Party or such Indemnified Party’s Affiliates is a party or has rights (including, if issuedfor the avoidance of doubt, the La Bokay EndorsementRepresentation and Warranty Policy, but only from and after such time as the retention thereunder has been fully eroded) net of the out-of-pocket costs and expenses incurred by the Indemnified Party in making such recovery, including any premium increases under insurance policies (collectively, “Alternative Arrangements”), (Bii) the Original Agreement or (C) any other agreement (including the La Bokay Assignment Consent) with any of the Forest Products Sellers to which or pursuant to which an Indemnified Party or its Affiliates has rights (collectively, the "ALTERNATIVE ARRANGEMENTS") and no Indemnified Party shall assert any claim against an Indemnifying Party under this ARTICLE 9 in respect of any matter for which amounts have been recovered, are recoverable or for which there is a right of recovery pursuant to an Alternative Arrangement. Furthermore, if recovery is made pursuant to another arrangement (i.e., other than an Alternative Arrangement) for which the Purchaser or another Purchaser Indemnified Party has rights to recovery prior to any claim for indemnification being paid hereunder, the amount of Losses suffered by the Purchaser Indemnified Parties with respect to such claim shall be reduced by the excess net of the amount of any Tax refunds of estimated Taxes paid in respect of the taxable period or portion thereof ending on the Closing Date or (in lieu of such recovery over the expenses incurred refunds) credits against Taxes payable that are actually received by the Purchaser Indemnified Parties Company Group at or after Closing, and (iii) net of any Tax benefits actually realized in connection with such recoverythe year in which the Loss was incurred. If, after a claim for indemnification is paid hereunder, a Purchaser Indemnified Party recovers amounts under such other arrangement, the Purchaser shall promptly remit to the Sellers the excess of (x) the lesser of (A) the amount of proceeds received for such claim under the other arrangement and (B) the amount previously paid to the Purchaser Indemnified Parties pursuant to this ARTICLE 9 over (y) expenses incurred by the Purchaser Indemnified Parties in connection with such recovery. Notwithstanding the foregoing, to the extent any such Loss indemnifiable hereunder served to reduce the Deductible, and subsequent recovery is made under another arrangement, the portion of the Deductible so reduced shall be automatically deemed restored (but only to the extent that the amount of such recovery exceeds the expenses incurred by the Purchaser Indemnified Parties in connection with such recovery). No Purchaser Indemnified Party shall have any no right to assert any claims against the Sellers pursuant claims, and Purchaser shall not be entitled to this ARTICLE 9 or otherwise indemnification, with respect to any Losses that would have been covered by the Title Policies (including, if issued, the La Bokay Endorsement) or the Original Agreement an Alternative Arrangement had the Purchaser or the Purchaser Indemnified Party maintained for its benefit and the benefit of the Target Companies and the Timberlands Assets Company Group the same rights or coverage under the Title Policies (including, if issued, the La Bokay Endorsement) or the Original Agreement an Alternative Arrangement following the Closing that was in effect for the Target Companies and the Timberlands Assets Company Group immediately prior to the Closing. (iib) Each party hereby waivesIn no event shall any Indemnified Party be entitled to recover or make a claim pursuant to this ARTICLE 9 for any amounts in respect of, and in no event shall “Losses” be deemed to include, (i) consequential, special, indirect or punitive damages (other than any consequential, special or indirect damages to the extent permitted under its applicable insurance policiesreasonably foreseeable to result from a breach of this Agreement or an inaccuracy of any representation or warranty set forth in this Agreement) except to the extent such damages (1) are required to be paid to a third party pursuant to a Third Party Claim or (2) involve a party’s fraud or willful misconduct or (ii) in the case of Purchaser, any subrogation rights Loss to the extent included as a Liability or expense on the Financial Statements or to the extent included in the calculation of Final Merger Consideration. (c) Purchaser shall not have any right to indemnification under this Agreement from and against any Losses or Taxes of any Person that its insurer may have with respect are due to the unavailability in any indemnifiable Losses. taxable period (or portion hereof) beginning after the Closing Date of any net operating losses, credits or other Tax attribute from a taxable period (or portion thereof) ending on or prior to the Closing Date. (d) Any indemnity payment under this Agreement shall be treated as an adjustment to the Final Merger Consideration for Tax purposes. (e) Each Indemnified Party agrees that in the event of any breach giving rise to an indemnification obligation under this ARTICLE 9, such Indemnified Party shall take and shall cause its Affiliates (including the Target Companies) to take, or cooperate with the Indemnifying Party (including the Sellers’ Representative, ) if so requested by the Indemnifying Party (or the Sellers’ Representative), in order to take, all reasonable measures to mitigate the consequences of the related breach (including taking steps to prevent any contingent liability Liability from becoming an actual liabilityLiability). (iiif) In no event shall any party be entitled to recover or make a claim for any amounts Except as provided in respect ofthe last sentence of this Section 9.8(f), and in no event shall "Losses" be deemed to include consequential, incidental or indirect damages, lost profits or punitive damages and, in particular, no "multiple of profits" or "multiple of cash flow" or similar valuation methodology shall be used in calculating the amount of any Losses. (iv) Notwithstanding anything herein to the contraryextent permitted by the relevant insurance policies, each Indemnified Party hereby waives any subrogation rights that its insurer may have with respect to any indemnifiable Losses. After any indemnification payment is made to any Indemnified Party pursuant to this ARTICLE 9, the parties agree that no representation or warranty is being made as to whether any consent of any other Person party Indemnifying Party shall, to the La Bokay Lease is required extent of such payment, be subrogated to all rights (if any) of the Indemnified Party against any third party (other than, for the avoidance of doubt, the insurer(s) or underwriter(s) of the Representation and Warranty Policy) in connection with the transactions contemplated hereby (including as Losses to whether any consent is required in connection with the La Bokay Sublease or as a result of the Purchaser electing (or, in accordance with SECTION 3I(iii), having been deemed to have elected) to exercise the Asset Purchase Option or the Equity Purchase Option) and no Seller (nor, in the event that the Asset Purchase Option is elected, Boise Louisiana Land & Timber, L.L.C.) shall have any liability for breach of any representation, warranty, covenant or agreement made hereunder resulting from failure to obtain any which such consent or for the adequacy or inadequacy of any such consent obtainedpayment relates. Without limiting the generality of the foregoingpreceding sentence, no Seller any Indemnified Party receiving an indemnification payment pursuant to the preceding sentence shall have execute, upon the written request of the Indemnifying Party, any liability under SECTION 9A(iinstrument reasonably necessary to evidence such subrogation rights. The insurer(s) or otherwise, nor shall underwriter(s) under the condition set forth in SECTION 2B(i) not be deemed to be satisfied, as a result of (A) any breach of the representations Representation and warranties set forth in SECTION 4D to the extent relating to the La Bokay Lease, the La Bokay Sublease, or, to the extent that the Asset Purchase Option is elected, any contract that is assigned to Purchaser in connection therewith, or (B) any breach of SECTION 4H or any other representation, warranty, covenant or agreement being deemed to have been breached as a result of the La Bokay Lease having been breached or alleged to have been breached as a result of the execution and delivery of this Agreement, the performance of the parties' respective obligations hereunder or the consummation of the transactions contemplated hereby (including as a result of sale of the Target Companies Equity Interests of Boise Louisiana Land & Timber, L.L.C. and/or the execution, delivery or performance of the La Bokay Sublease or assignment of any contract of Boise Louisiana Land & Timber, L.L.C. being assigned hereunder without consent of any counterparty thereto). It is expressly agreed by the parties that the Sellers Warranty Policy shall have no liability for breach right of subrogation against any Seller, except in the La Bokay Lease arising as a result event of the execution and delivery fraud or willful misconduct of this Agreementsuch Seller, the performance of the parties' respective obligations hereunder or the consummation of the transactions contemplated hereby (including as a result of sale of the Target Companies Equity Interests of Boise Louisiana Land & Timber, L.L.C. and/or the execution, delivery or performance of the La Bokay Sublease or assignment of any contract of Boise Louisiana Land & Timber, L.L.C. being assigned hereunder without consent of any counterparty thereto). (v) The Purchaser agrees on behalf of itself and the other Purchaser Indemnified Parties that, from and after the date that the OMX Acknowledgment is obtained, neither Seller shall have any liability for failure to obtain any consent of any Forest Products Seller pursuant to the Original Agreement for purposes of effectuating the assignment contemplated by SECTION 1D hereof in connection with the transactions contemplated hereby and which case no Seller shall have any liability for breach of any representation, warranty, covenant or agreement made hereunder resulting from failure to obtain any such consent or for the adequacy or inadequacy of any such consent obtained. Without limiting the generality of the foregoing, from and after the date that the OMX Acknowledgment is obtained, no Seller shall have any liability under SECTION 9A(i) or otherwise, nor shall the condition set forth in SECTION 2B(i) not be deemed to be satisfied, as a result of any breach of the representations and warranties set forth in SECTION 4D to the extent relating to the assignment of subrogation rights under the Original Agreement pursuant to SECTION 1D hereof. It is expressly agreed by the parties that, from and after the date that the OMX Acknowledgment is obtained, the Sellers shall have no liability for breach of this Agreement or the Original Agreement relating to the assignment contemplated by SECTION 1D hereof. Nothing in this SECTION 9F(v) shall be deemed to imply that receipt of the OMX Acknowledgment is a condition to Purchaser's obligations to close (it being expressly agreed that receipt of the OMX Acknowledgment is not a condition to Purchaser's obligations hereunder), that consent of any of the Forest Products Sellers is necessary in order to effectuate the assignment contemplated under SECTION 1D hereof or that any breach of any provision of this Agreement has occurred as a result of failure to obtain the OMX Acknowledgment or other consent from any of the Forest Products Sellersviolate Section 10.3 hereof. (vi) Any indemnity payment under this Agreement shall be treated as an adjustment to the Purchase Price for Tax purposes. (vii) Notwithstanding the foregoing, to the extent that a representation or warranty of the Sellers contained in this Agreement or the Seller Disclosure Letter (each, a "REPRESENTATION") addresses a particular issue with specificity (a "SPECIFIC REPRESENTATION"), and no breach by Sellers exists under such Specific Representation, Sellers shall not be deemed to be in breach of any other Representation (with respect to such issue) that addresses such issue with less specificity than the Specific Representation and if such Specific Representation is qualified or limited by Sellers' knowledge, or in any other manner, no other Representation shall supercede or limit such qualification in any manner.

Certain Additional Matters. (ia) The amount of any and all Losses Indemnifiable Damages under this ARTICLE 9 shall be determined net of, and the amount of any "Losses" shall be deemed be reduced by (i) the net present value of any Tax benefits realizable (calculated using a discount rate of 6%) by any party seeking indemnification hereunder arising from the deductibility of any such Losses and (ii) any amounts recovered, recoverable or for which there is a right of recovery actually recovered by an Indemnified Party Person or by any of such Indemnified Party's Person’s Affiliates in respect of such claim under or pursuant to (A) the Title Policies any insurance policy, title insurance policy, indemnity, reimbursement arrangement or contract pursuant to which or under which such Indemnified Person or such Indemnified Xxxxx’x Affiliates is a party or has rights (including, if issuedfor the avoidance of doubt, the La Bokay Endorsement)R&W Insurance Policy, (Bbut only from and after such time as the retention thereunder has been fully eroded) the Original Agreement or (C) any other agreement (including the La Bokay Assignment Consent) with any net of the Forest Products Sellers to which or pursuant to which an Indemnified Party or its Affiliates has rights (collectively, the "ALTERNATIVE ARRANGEMENTS") out-of-pocket costs and no Indemnified Party shall assert any claim against an Indemnifying Party under this ARTICLE 9 in respect of any matter for which amounts have been recovered, are recoverable or for which there is a right of recovery pursuant to an Alternative Arrangement. Furthermore, if recovery is made pursuant to another arrangement (i.e., other than an Alternative Arrangement) for which the Purchaser or another Purchaser Indemnified Party has rights to recovery prior to any claim for indemnification being paid hereunder, the amount of Losses suffered by the Purchaser Indemnified Parties with respect to such claim shall be reduced by the excess of the amount of such recovery over the expenses incurred by the Purchaser Indemnified Parties Person in connection with making such recovery. If, after a claim for indemnification is paid hereunder, a Purchaser Indemnified Party recovers amounts including any premium increases under such other arrangement, the Purchaser shall promptly remit to the Sellers the excess of (x) the lesser of (A) the amount of proceeds received for such claim under the other arrangement and (B) the amount previously paid to the Purchaser Indemnified Parties pursuant to this ARTICLE 9 over (y) expenses incurred by the Purchaser Indemnified Parties in connection with such recovery. Notwithstanding the foregoing, to the extent any such Loss indemnifiable hereunder served to reduce the Deductible, and subsequent recovery is made under another arrangement, the portion of the Deductible so reduced shall be automatically deemed restored (but only to the extent that the amount of such recovery exceeds the expenses incurred by the Purchaser Indemnified Parties in connection with such recovery). No Purchaser Indemnified Party shall have any right to assert any claims against the Sellers pursuant to this ARTICLE 9 or otherwise with respect to any Losses that would have been covered by the Title Policies (including, if issued, the La Bokay Endorsement) or the Original Agreement had the Purchaser or the Purchaser Indemnified Party maintained for its benefit and the benefit of the Target Companies and the Timberlands Assets the same rights or coverage under the Title Policies (including, if issued, the La Bokay Endorsement) or the Original Agreement following the Closing that was in effect for the Target Companies and the Timberlands Assets immediately prior to the Closinginsurance policies. (ii) Each party hereby waives, to the extent permitted under its applicable insurance policies, any subrogation rights that its insurer may have with respect to any indemnifiable Losses. Each Indemnified Party agrees that in the event of any breach giving rise to an indemnification obligation under this ARTICLE 9, such Indemnified Party shall take and cause its Affiliates (including the Target Companies) to take, or cooperate with the Representative, if so requested by the Representative, in order to take, all reasonable measures to mitigate the consequences of the related breach (including taking steps to prevent any contingent liability from becoming an actual liability). (iiib) In no event shall any party Indemnified Person be entitled to recover or make a claim pursuant to this ARTICLE 9 for any amounts in respect of, and in no event shall "LossesIndemnifiable Damages" be deemed to include include, (i) consequential, incidental or indirect damages, lost profits special or punitive damages andexcept to the extent such damages (1) are paid to a third party pursuant to a Third-Party Claim or (2) involve a party’s fraud, or (ii) any loss to the extent included as a Liability or expense on the Company Financial Statements or to the extent included in particular, no "multiple the calculation of profits" or "multiple of cash flow" or similar valuation methodology shall be used in calculating the amount of any LossesAggregate Consideration. (ivc) Notwithstanding anything herein to the contrary, the parties agree that no representation or warranty is being made as to whether any consent of any other No Indemnified Person party to the La Bokay Lease is required in connection with the transactions contemplated hereby (including as to whether any consent is required in connection with the La Bokay Sublease or as a result of the Purchaser electing (or, in accordance with SECTION 3I(iii), having been deemed to have elected) to exercise the Asset Purchase Option or the Equity Purchase Option) and no Seller (nor, in the event that the Asset Purchase Option is elected, Boise Louisiana Land & Timber, L.L.C.) shall have any liability for breach right to indemnification under this Agreement from and against any losses or Taxes of any representation, warranty, covenant Person that are due to the unavailability in any taxable period (or agreement made hereunder resulting from failure to obtain any such consent or for portion hereof) beginning after the adequacy or inadequacy Closing Date of any such consent obtained. Without limiting net operating losses, credits or other Tax attribute from a taxable period (or portion thereof) ending on or prior to the generality of the foregoingClosing Date, no Seller shall have any liability under SECTION 9A(iother than Tax assets or attributes taken into account as an asset in calculating Company Net Working Capital. (d) The insurer(s) or otherwise, nor shall underwriter(s) under the condition set forth in SECTION 2B(i) not be deemed to be satisfied, as a result of (A) any breach of the representations and warranties set forth in SECTION 4D to the extent relating to the La Bokay Lease, the La Bokay Sublease, or, to the extent that the Asset Purchase Option is elected, any contract that is assigned to Purchaser in connection therewith, or (B) any breach of SECTION 4H or any other representation, warranty, covenant or agreement being deemed to have been breached as a result of the La Bokay Lease having been breached or alleged to have been breached as a result of the execution and delivery of this Agreement, the performance of the parties' respective obligations hereunder or the consummation of the transactions contemplated hereby (including as a result of sale of the Target Companies Equity Interests of Boise Louisiana Land & Timber, L.L.C. and/or the execution, delivery or performance of the La Bokay Sublease or assignment of any contract of Boise Louisiana Land & Timber, L.L.C. being assigned hereunder without consent of any counterparty thereto). It is expressly agreed by the parties that the Sellers R&W Insurance Policy shall have no liability for breach right of the La Bokay Lease arising as a result of the execution and delivery of this Agreementsubrogation against any Indemnifying Party, the performance of the parties' respective obligations hereunder or the consummation of the transactions contemplated hereby (including as a result of sale of the Target Companies Equity Interests of Boise Louisiana Land & Timber, L.L.C. and/or the execution, delivery or performance of the La Bokay Sublease or assignment of any contract of Boise Louisiana Land & Timber, L.L.C. being assigned hereunder without consent of any counterparty thereto). (v) The Purchaser agrees on behalf of itself and the other Purchaser Indemnified Parties that, from and after the date that the OMX Acknowledgment is obtained, neither Seller shall have any liability for failure to obtain any consent of any Forest Products Seller pursuant to the Original Agreement for purposes of effectuating the assignment contemplated by SECTION 1D hereof in connection with the transactions contemplated hereby and no Seller shall have any liability for breach of any representation, warranty, covenant or agreement made hereunder resulting from failure to obtain any such consent or for the adequacy or inadequacy of any such consent obtained. Without limiting the generality of the foregoing, from and after the date that the OMX Acknowledgment is obtained, no Seller shall have any liability under SECTION 9A(i) or otherwise, nor shall the condition set forth in SECTION 2B(i) not be deemed to be satisfied, as a result of any breach of the representations and warranties set forth in SECTION 4D to the extent relating to the assignment of rights under the Original Agreement pursuant to SECTION 1D hereof. It is expressly agreed by the parties that, from and after the date that the OMX Acknowledgment is obtained, the Sellers shall have no liability for breach of this Agreement or the Original Agreement relating to the assignment contemplated by SECTION 1D hereof. Nothing in this SECTION 9F(v) shall be deemed to imply that receipt of the OMX Acknowledgment is a condition to Purchaser's obligations to close (it being expressly agreed that receipt of the OMX Acknowledgment is not a condition to Purchaser's obligations hereunder), that consent of any of the Forest Products Sellers is necessary in order to effectuate the assignment contemplated under SECTION 1D hereof or that any breach of any provision of this Agreement has occurred as a result of failure to obtain the OMX Acknowledgment or other consent from any of the Forest Products Sellers. (vi) Any indemnity payment under this Agreement shall be treated as an adjustment to the Purchase Price for Tax purposes. (vii) Notwithstanding the foregoing, to the extent that a representation or warranty of the Sellers contained in this Agreement or the Seller Disclosure Letter (each, a "REPRESENTATION") addresses a particular issue with specificity (a "SPECIFIC REPRESENTATION"), and no breach by Sellers exists under such Specific Representation, Sellers shall not be deemed to be in breach of any other Representation (except with respect to any claim that involves such issue) that addresses such issue with less specificity than the Specific Representation and if such Specific Representation is qualified or limited by Sellers' knowledge, or in any other manner, no other Representation shall supercede or limit such qualification in any mannerIndemnifying Party’s fraud.

Certain Additional Matters. (ia) The amount of any and all Losses under this ARTICLE 9 shall Article 8 will be determined net of, and the amount of any "Losses" shall be deemed be reduced by (i) the net present value of any Tax benefits realizable (calculated using a discount rate of 6%) by any party seeking indemnification hereunder arising from the deductibility of any such Losses and (ii) any amounts recovered, recoverable or for which there is a right of recovery actually recovered by an Indemnified Party or by any of such Indemnified Party's ’s Affiliates in respect of such claim under or pursuant to any insurance policy (A) other than the Title Policies (including, if issued, the La Bokay EndorsementR&W Insurance Policy), (B) the Original Agreement title insurance policy, indemnity, reimbursement arrangement or (C) any other agreement (including the La Bokay Assignment Consent) with any of the Forest Products Sellers contract pursuant to which or pursuant to under which an such Indemnified Party or its such Indemnified Party’s Affiliates is a party or has rights (collectively, the "ALTERNATIVE ARRANGEMENTS"“Alternative Arrangements”). (b) and In no event will any Indemnified Party shall assert any claim against an Indemnifying Party under this ARTICLE 9 in respect of any matter for which amounts have been recovered, are recoverable be entitled to recover or for which there is a right of recovery pursuant to an Alternative Arrangement. Furthermore, if recovery is made pursuant to another arrangement (i.e., other than an Alternative Arrangement) for which the Purchaser or another Purchaser Indemnified Party has rights to recovery prior to any claim for indemnification being paid hereunder, the amount of Losses suffered by the Purchaser Indemnified Parties with respect to such claim shall be reduced by the excess of the amount of such recovery over the expenses incurred by the Purchaser Indemnified Parties in connection with such recovery. If, after make a claim for indemnification is paid hereunderany amounts in respect of, a Purchaser Indemnified Party recovers amounts under such other arrangementand in no event will “Losses” be deemed to include, the Purchaser shall promptly remit (i) punitive, special or exemplary damages (except to the Sellers extent actually paid to a third party) or (ii) any Liability arising from any change after the excess of Closing Date in any applicable Law or any interpretation thereof or (iii) any Taxes (x) the lesser of (A) the amount of proceeds received for such claim under the other arrangement and (B) the amount previously paid to the Purchaser Indemnified Parties pursuant to this ARTICLE 9 over (y) expenses incurred by the Purchaser Indemnified Parties in connection with such recovery. Notwithstanding the foregoing, to the extent any such Loss indemnifiable hereunder served to reduce the Deductible, and subsequent recovery is made under another arrangement, the portion of the Deductible so reduced shall be automatically deemed restored (but only to the extent that the amount of such recovery exceeds the expenses incurred by the Purchaser Indemnified Parties in connection with such recovery). No Purchaser Indemnified Party shall have any right to assert any claims against the Sellers pursuant to this ARTICLE 9 or otherwise with respect to any Losses that would have been covered by the Title Policies taxable period (including, if issued, the La Bokay Endorsementor portion thereof) or the Original Agreement had the Purchaser or the Purchaser Indemnified Party maintained for its benefit and the benefit of the Target Companies and the Timberlands Assets the same rights or coverage under the Title Policies (including, if issued, the La Bokay Endorsement) or the Original Agreement following beginning after the Closing Date, or (y) that was are due to transactions occurring on the Closing Date but after the Closing (other than any action that is taken in effect for the Target Companies and the Timberlands Assets immediately prior ordinary course of business unrelated to the Closingtransactions expressly contemplated by this Agreement). (iic) Each party hereby waives, Any indemnity payment under this Agreement will be treated as an adjustment to the extent permitted under its applicable insurance policies, any subrogation rights that its insurer may have with respect to any indemnifiable Losses. Closing Purchase Price for Tax purposes. (d) Each Indemnified Party agrees that in the event of any breach giving rise to an indemnification obligation under this ARTICLE 9Article 8, such Indemnified Party shall will take and will cause its Affiliates (including the Target Companies) to take, or cooperate with the RepresentativeIndemnifying Party, if so requested by the RepresentativeIndemnifying Party, in order to take, all such reasonable measures required by applicable Law to mitigate the consequences of the related breach (including taking steps to prevent any contingent liability from becoming an actual liability)breach. (iiie) In no event shall On the first Business Day following the twelve (12)-month anniversary of the Closing Date, Purchaser and Representative will jointly direct the Escrow Agent in writing to distribute any party and all remaining amounts in the Indemnity Escrow Account to Representative; provided that to the extent there are any pending and unresolved claims for indemnification under Section 8.2(a)(i) through Section 8.2(a)(iv) for which notice has been timely provided, the portion of the Indemnity Escrow Funds in an amount equal to the amount claimed pursuant to such pending and unresolved claims will be entitled to recover or make a retained in the Indemnity Escrow Account in accordance with the Escrow Agreement and will be released in accordance with the procedures set forth in this Agreement and the Escrow Agreement. Promptly thereafter following the Final Determination (as defined in the Escrow Agreement) of each pending and unresolved claim for indemnification under Article 8 for which notice has been timely provided, Purchaser and Representative will jointly direct the Escrow Agent in writing to distribute in accordance with such Final Determination any amounts remaining portion of the Indemnity Escrow Funds in the Indemnity Escrow Account held back with respect to such claim in accordance with, and subject to the conditions of, this Agreement and in no event shall "Losses" be deemed the Escrow Agreement, as applicable, to include consequential, incidental or indirect damages, lost profits or punitive damages and, in particular, no "multiple of profits" or "multiple of cash flow" or similar valuation methodology shall be used in calculating the amount of any LossesIndemnified Party and Representative. (ivf) Notwithstanding anything herein to For the contrary, the parties agree that no representation or warranty is being made as to purposes of determining whether any consent of any other Person party to the La Bokay Lease is required in connection with the transactions contemplated hereby (including as to whether any consent is required in connection with the La Bokay Sublease or as a result of the Purchaser electing (or, in accordance with SECTION 3I(iii), having been deemed to have elected) to exercise the Asset Purchase Option or the Equity Purchase Option) and no Seller (nor, in the event that the Asset Purchase Option is elected, Boise Louisiana Land & Timber, L.L.C.) shall have any liability for breach of any representation, warranty, covenant or agreement made hereunder resulting from failure to obtain any such consent or for the adequacy or inadequacy of any such consent obtained. Without limiting the generality of the foregoing, no Seller shall have any liability under SECTION 9A(i) or otherwise, nor shall the condition set forth in SECTION 2B(i) not be deemed to be satisfied, as a result of (A) any breach of the representations and warranties set forth in SECTION 4D to the extent relating to the La Bokay Lease, the La Bokay Sublease, or, to the extent that the Asset Purchase Option is elected, any contract that is assigned to Purchaser in connection therewith, or (B) any breach of SECTION 4H or any other representation, warranty, covenant or agreement being deemed to have been breached as a result of the La Bokay Lease having been breached or alleged to have been breached as a result of the execution and delivery of this Agreement, the performance of the parties' respective obligations hereunder or the consummation of the transactions contemplated hereby (including as a result of sale of the Target Companies Equity Interests of Boise Louisiana Land & Timber, L.L.C. and/or the execution, delivery or performance of the La Bokay Sublease or assignment of any contract of Boise Louisiana Land & Timber, L.L.C. being assigned hereunder without consent of any counterparty thereto). It is expressly agreed by the parties that the Sellers shall have no liability for breach of the La Bokay Lease arising as a result of the execution and delivery of this Agreement, the performance of the parties' respective obligations hereunder or the consummation of the transactions contemplated hereby (including as a result of sale of the Target Companies Equity Interests of Boise Louisiana Land & Timber, L.L.C. and/or the execution, delivery or performance of the La Bokay Sublease or assignment of any contract of Boise Louisiana Land & Timber, L.L.C. being assigned hereunder without consent of any counterparty thereto). (v) The Purchaser agrees on behalf of itself and the other Purchaser Indemnified Parties that, from and after the date that the OMX Acknowledgment is obtained, neither Seller shall have any liability for failure to obtain any consent of any Forest Products Seller pursuant to the Original Agreement for purposes of effectuating the assignment contemplated by SECTION 1D hereof in connection with the transactions contemplated hereby and no Seller shall have any liability for breach of any representation, warranty, covenant or agreement made hereunder resulting from failure to obtain any such consent or for the adequacy or inadequacy of any such consent obtained. Without limiting the generality of the foregoing, from and after the date that the OMX Acknowledgment is obtained, no Seller shall have any liability under SECTION 9A(i) or otherwise, nor shall the condition set forth in SECTION 2B(i) not be deemed to be satisfied, as a result of any breach of the representations and warranties set forth in SECTION 4D to the extent relating to the assignment of rights under the Original Agreement pursuant to SECTION 1D hereof. It is expressly agreed by the parties that, from and after the date that the OMX Acknowledgment is obtained, the Sellers shall have no liability for breach of this Agreement or the Original Agreement relating to the assignment contemplated by SECTION 1D hereof. Nothing in this SECTION 9F(v) shall be deemed to imply that receipt of the OMX Acknowledgment is a condition to Purchaser's obligations to close (it being expressly agreed that receipt of the OMX Acknowledgment is not a condition to Purchaser's obligations hereunder), that consent of any of the Forest Products Sellers is necessary in order to effectuate the assignment contemplated under SECTION 1D hereof or that any breach of any provision of this Agreement has occurred as a result of failure to obtain the OMX Acknowledgment or other consent from any of the Forest Products Sellers. (vi) Any indemnity payment under this Agreement shall be treated as an adjustment to the Purchase Price for Tax purposes. (vii) Notwithstanding the foregoing, to the extent that a representation or warranty of the Sellers or Purchaser contained in this Agreement or set forth in any certificate delivered pursuant to Section 6.1(e) and Section 6.2(l)(i) has been breached and of calculating the amount of Losses to which an Indemnified Party is entitled as a result of a breach of such representation or warranty of the Sellers or Purchaser, any qualification or limitation contained in such representation or warranty as to “material,” “materially,” “materiality,” “Purchaser Material Adverse Effect” or “Seller Disclosure Letter Material Adverse Effect” will be disregarded. (each, a "REPRESENTATION"g) addresses a particular issue with specificity (a "SPECIFIC REPRESENTATION")The representations and warranties of the Parties contained in this Agreement and in any certificate delivered pursuant to this Agreement, and no breach by Sellers exists under such Specific Representationthe rights and remedies of the Indemnified Parties with respect thereto, Sellers shall will not be deemed to be in breach affected by any investigation, inquiry, or examination made by or on behalf of either Party, or the knowledge of either Party or their respective Representatives, regardless of whether such investigation, inquiry, or examination was conducted, or such knowledge was obtained, prior to, at, or after the execution of this Agreement or the consummation of the Closing and regardless of whether such knowledge was obtained from the other Party, any of its Representatives, or any other Representation (with respect to such issue) that addresses such issue with less specificity than the Specific Representation and if such Specific Representation is qualified or limited by Sellers' knowledge, or in any other manner, no other Representation shall supercede or limit such qualification in any mannerPerson.

Certain Additional Matters. Any indemnification pursuant to this Article 10 shall be effected (ia) The amount in the case of an indemnification claim resolved in favor of the Seller Indemnified Parties, by wire transfer of immediately available funds from Buyer to an account(s) designated in writing by the Representative within thirty (30) days after the determination thereof and (b) in the case of an indemnification claim resolved in favor of any and all Losses Buyer Indemnified Party, by wire transfer of immediately available funds from the Sellers to an account designated in writing by Buyer within thirty (30) days after the determination thereof; provided that any indemnification owed by the Sellers to the Buyer Indemnified Parties under this ARTICLE 9 Article 10 (other than pursuant to Section 10A(ii)(b)) shall first be determined net ofsatisfied out of the Escrow Amount to the extent then available; provided, however, that the Escrow Amount shall not be available to satisfy any claims related to breach of any covenant requiring performance after the Closing, including the covenants contained in Article 8. Buyer and the amount of any "Losses" Representative shall be deemed be reduced by (i) promptly provide joint written instructions to the Escrow Agent directing the Escrow Agent to make payment pursuant to the preceding sentence if the Escrow Agent has not timely done so pursuant to the Escrow Agreement. Thereafter, the Buyer Indemnified Parties shall have direct recourse, on a joint and several basis, to the Sellers, subject to the terms and limitations contained in this Article 10. If the net present value assets of any Tax benefits realizable (calculated using a discount rate of 6%) by any party seeking indemnification hereunder arising from the deductibility of Sellers readily available to satisfy any such indemnification claim are insufficient to satisfy the claim in full or the Sellers do not pay such indemnification claim within thirty (30) days after the final determination thereof, then after a final determination that any Losses and (ii) are payable to any amounts recovered, recoverable or for which there is a right of recovery by an Buyer Indemnified Party or by any of such Indemnified Party's Affiliates in respect of such claim under or pursuant to (A) the Title Policies (including, if issued, the La Bokay Endorsement), (B) the Original Agreement or (C) any other agreement (including the La Bokay Assignment Consent) with any of the Forest Products Sellers to which or pursuant to which an Indemnified Party or its Affiliates has rights (collectively, the "ALTERNATIVE ARRANGEMENTS") and no Indemnified Party shall assert any claim against an Indemnifying Party under this ARTICLE 9 in respect of any matter for which amounts have been recovered, are recoverable or for which there is a right of recovery pursuant to an Alternative Arrangement. Furthermore, if recovery is made pursuant to another arrangement (i.e., other than an Alternative Arrangement) for which the Purchaser or another Purchaser Indemnified Party has rights to recovery prior to any claim for indemnification being paid hereunder, the amount of Losses suffered by the Purchaser Buyer Indemnified Parties with respect shall have direct recourse to the Owners to the extent of such claim shall be reduced shortfall on a separate basis (and for the avoidance of doubt, not on a joint or several basis) for such Owner’s pro rata portion (based on the percentage of amounts received by each Owner as reflected on Exhibit I), subject to the excess terms and limitations contained in Article 10. Within five (5) Business Days after the one (1) year anniversary of the amount of such recovery over the expenses incurred by the Purchaser Indemnified Parties in connection with such recovery. If, after a claim for indemnification is paid hereunder, a Purchaser Indemnified Party recovers amounts under such other arrangementClosing Date, the Purchaser shall promptly remit Escrow Agent shall, pursuant to the Sellers terms of the Escrow Agreement, release to, or as directed by, the Representative an amount equal to the excess of (xi) all remaining Escrow Amounts in the Escrow Account, minus (ii) the lesser of aggregate amount (Athe “Claim Amount”) for which claims for indemnification were made against the amount of proceeds received for such claim under the other arrangement and (B) the amount previously paid Escrow Amount prior to the Purchaser Indemnified Parties pursuant one (1) year anniversary of the Closing Date and not yet resolved. Furthermore, with respect to this ARTICLE 9 over determinations made after the first anniversary of the Closing Date, within five (y5) expenses incurred by the Purchaser Indemnified Parties in connection with such recovery. Notwithstanding the foregoing, to the extent Business Days after it is determined that all or any such Loss indemnifiable hereunder served to reduce the Deductible, and subsequent recovery is made under another arrangement, the portion of the Deductible so reduced shall be automatically deemed restored (but only Claim Amount is not owed to the extent that the amount of such recovery exceeds the expenses incurred by the Purchaser Indemnified Parties in connection with such recovery). No Purchaser Indemnified Party shall have any right to assert any claims against the Sellers pursuant to this ARTICLE 9 or otherwise with respect to any Losses that would have been covered by the Title Policies (including, if issuedBuyer hereunder, the La Bokay Endorsement) or the Original Agreement had the Purchaser or the Purchaser Indemnified Party maintained for its benefit and the benefit of the Target Companies and the Timberlands Assets the same rights or coverage under the Title Policies (includingEscrow Agent shall, if issued, the La Bokay Endorsement) or the Original Agreement following the Closing that was in effect for the Target Companies and the Timberlands Assets immediately prior to the Closing. (ii) Each party hereby waives, to the extent permitted under its applicable insurance policies, any subrogation rights that its insurer may have with respect to any indemnifiable Losses. Each Indemnified Party agrees that in the event of any breach giving rise to an indemnification obligation under this ARTICLE 9, such Indemnified Party shall take and cause its Affiliates (including the Target Companies) to take, or cooperate with the Representative, if so requested by the Representative, in order to take, all reasonable measures to mitigate the consequences of the related breach (including taking steps to prevent any contingent liability from becoming an actual liability). (iii) In no event shall any party be entitled to recover or make a claim for any amounts in respect of, and in no event shall "Losses" be deemed to include consequential, incidental or indirect damages, lost profits or punitive damages and, in particular, no "multiple of profits" or "multiple of cash flow" or similar valuation methodology shall be used in calculating the amount of any Losses. (iv) Notwithstanding anything herein to the contrary, the parties agree that no representation or warranty is being made as to whether any consent of any other Person party to the La Bokay Lease is required in connection with the transactions contemplated hereby (including as to whether any consent is required in connection with the La Bokay Sublease or as a result of the Purchaser electing (or, in accordance with SECTION 3I(iii), having been deemed to have elected) to exercise the Asset Purchase Option or the Equity Purchase Option) and no Seller (nor, in the event that the Asset Purchase Option is elected, Boise Louisiana Land & Timber, L.L.C.) shall have any liability for breach of any representation, warranty, covenant or agreement made hereunder resulting from failure to obtain any such consent or for the adequacy or inadequacy of any such consent obtained. Without limiting the generality of the foregoing, no Seller shall have any liability under SECTION 9A(i) or otherwise, nor shall the condition set forth in SECTION 2B(i) not be deemed to be satisfied, as a result of (A) any breach of the representations and warranties set forth in SECTION 4D to the extent relating to the La Bokay Lease, the La Bokay Sublease, or, to the extent that the Asset Purchase Option is elected, any contract that is assigned to Purchaser in connection therewith, or (B) any breach of SECTION 4H or any other representation, warranty, covenant or agreement being deemed to have been breached as a result of the La Bokay Lease having been breached or alleged to have been breached as a result of the execution and delivery of this Agreement, the performance of the parties' respective obligations hereunder or the consummation of the transactions contemplated hereby (including as a result of sale of the Target Companies Equity Interests of Boise Louisiana Land & Timber, L.L.C. and/or the execution, delivery or performance of the La Bokay Sublease or assignment of any contract of Boise Louisiana Land & Timber, L.L.C. being assigned hereunder without consent of any counterparty thereto). It is expressly agreed by the parties that the Sellers shall have no liability for breach of the La Bokay Lease arising as a result of the execution and delivery of this Agreement, the performance of the parties' respective obligations hereunder or the consummation of the transactions contemplated hereby (including as a result of sale of the Target Companies Equity Interests of Boise Louisiana Land & Timber, L.L.C. and/or the execution, delivery or performance of the La Bokay Sublease or assignment of any contract of Boise Louisiana Land & Timber, L.L.C. being assigned hereunder without consent of any counterparty thereto). (v) The Purchaser agrees on behalf of itself and the other Purchaser Indemnified Parties that, from and after the date that the OMX Acknowledgment is obtained, neither Seller shall have any liability for failure to obtain any consent of any Forest Products Seller pursuant to the Original Agreement for purposes of effectuating the assignment contemplated by SECTION 1D hereof in connection with the transactions contemplated hereby and no Seller shall have any liability for breach of any representation, warranty, covenant or agreement made hereunder resulting from failure to obtain any such consent or for the adequacy or inadequacy of any such consent obtained. Without limiting the generality terms of the foregoingEscrow Agreement, from and after release to, or as directed by, the date that the OMX Acknowledgment is obtained, no Seller shall have any liability under SECTION 9A(i) or otherwise, nor shall the condition set forth in SECTION 2B(i) not be deemed to be satisfied, as a result of any breach Representative such portion of the representations Claim Amount. Buyer and warranties set forth in SECTION 4D the Representative shall promptly provide joint written instructions to the extent relating Escrow Agent directing the Escrow Agent to take the foregoing actions if the Escrow Agent has not timely done so pursuant to the assignment of rights under the Original Agreement pursuant to SECTION 1D hereof. It is expressly agreed by the parties that, from and after the date that the OMX Acknowledgment is obtained, the Sellers shall have no liability for breach of this Agreement or the Original Agreement relating to the assignment contemplated by SECTION 1D hereof. Nothing in this SECTION 9F(v) shall be deemed to imply that receipt of the OMX Acknowledgment is a condition to Purchaser's obligations to close (it being expressly agreed that receipt of the OMX Acknowledgment is not a condition to Purchaser's obligations hereunder), that consent of any of the Forest Products Sellers is necessary in order to effectuate the assignment contemplated under SECTION 1D hereof or that any breach of any provision of this Agreement has occurred as a result of failure to obtain the OMX Acknowledgment or other consent from any of the Forest Products SellersEscrow Agreement. (vi) Any indemnity payment under this Agreement shall be treated as an adjustment to the Purchase Price for Tax purposes. (vii) Notwithstanding the foregoing, to the extent that a representation or warranty of the Sellers contained in this Agreement or the Seller Disclosure Letter (each, a "REPRESENTATION") addresses a particular issue with specificity (a "SPECIFIC REPRESENTATION"), and no breach by Sellers exists under such Specific Representation, Sellers shall not be deemed to be in breach of any other Representation (with respect to such issue) that addresses such issue with less specificity than the Specific Representation and if such Specific Representation is qualified or limited by Sellers' knowledge, or in any other manner, no other Representation shall supercede or limit such qualification in any manner.

Certain Additional Matters. (i) The amount of any and all Losses under this ARTICLE 9 Article 7 shall be determined net ofof any Indemnity Tax Benefit actually realized by the party making the claim and/or its Affiliates; provided, however, Indemnity Tax Benefits shall only be taken into account for purposes of this Section 7F(i) to the extent that (i) the Indemnified Party is entitled to retain the Indemnity Tax Benefit under the terms of this Agreement and (ii) such Indemnity Tax Benefits are actually realized by the Indemnified Party in a Tax Return (including any estimated Tax Return) that relates to a Taxable period that includes the earlier of (A) the date that the amounts in the Indemnity Escrow Account are reduced to $0 or (B) the date that all amounts in the Indemnity Escrow Account are released. An Indemnity Tax Benefit shall be deemed to be realized in respect of an indemnity claim to the extent the Tax liability of the party (or, in the case of Federal income Taxes, the affiliated group of which such party is a member, if any) making such claim, determined without taking into account any loss, deduction, credit or other tax item resulting from such claim (or any income, gain or other tax item resulting from the receipt or accrual of any indemnity payment in respect of such claim), exceeds the Tax liability of such party (or affiliated group, if any) taking into account such loss, deduction, credit or other tax item (and any income, gain or other tax item resulting from the receipt of accrual of any indemnity payment in respect of such claim). In the event the Indemnity Tax Benefit giving rise to a reduction in an indemnity payment is subsequently disallowed by the applicable Tax authority, then the Indemnifying Party shall pay to the Indemnified Party the amount of the related reduction in the prior payment within 10 days of receipt of notice from such party setting forth in reasonable detail the circumstances surrounding such disallowance or loss and the amount of any "Losses" the payment required hereunder. The amount of the payment made on account of the disallowance of the Indemnity Tax Benefit shall be deemed be reduced by (i) treated as a payment under this Article 7 for all purposes thereof. The Indemnified Party will pay to the net present value Indemnifying Party the amount of any Indemnity Tax benefits realizable Benefit realized by the Indemnified Party after receiving any indemnification payment attributable to the Losses or Taxes that was not taken into account in the calculation of Losses (calculated using a discount rate but not in excess of 6%) by any party seeking the indemnification hereunder arising payment received from the deductibility of any Indemnifying Party with respect to such Losses and or Taxes) promptly after such Indemnity Tax Benefits are realized. (ii) The amount of any and all Losses under this Article 7 shall be determined net of any amounts recovered, recoverable or for which there is a right of recovery recovered by an any Indemnified Party or by any of such Indemnified Party's Affiliates in respect of such claim under or pursuant to (A) the Title Policies (includingany insurance policy, if issuedtitle insurance policy, the La Bokay Endorsement)indemnity, (B) the Original Agreement reimbursement arrangement or (C) any other agreement (including the La Bokay Assignment Consent) contract with any of the Forest Products Sellers a third party pursuant to which or pursuant to under which an such Indemnified Party or its Affiliates such Indemnified Party’s Affiliate is a party or has rights (collectively, the "ALTERNATIVE ARRANGEMENTS") and no Indemnified Party shall assert any claim against an Indemnifying Party under this ARTICLE 9 in respect of any matter for which amounts have been recovered, are recoverable or for which there is a right of recovery pursuant to an “Alternative Arrangement. Furthermore, if recovery is made pursuant to another arrangement (i.e., other than an Alternative Arrangement) for which the Purchaser or another Purchaser Indemnified Party has rights to recovery prior to any claim for indemnification being paid hereunder, the amount of Losses suffered by the Purchaser Indemnified Parties with respect to such claim shall be reduced by the excess of the amount of such recovery over the expenses incurred by the Purchaser Indemnified Parties in connection with such recoveryArrangements”). If, after a claim by a Buyer Indemnified Party for indemnification is paid hereunder, (x) a Purchaser Buyer Indemnified Party recovers amounts under such other arrangementAlternative Arrangement with respect to the subject matter of such claim and (y) the amount so recovered would have reduced the aggregate amount for which the Buyer Indemnified Parties would have been indemnified hereunder had such recovery occurred before such claim for indemnification was paid hereunder (after giving effect to the applicable provisions of Section 7A regarding the application of the Basket and the Deductible), the Purchaser shall Buyer hereby agrees (on behalf of such Buyer Indemnified Party) to promptly remit to the Sellers Escrow Agent, for deposit in the excess Indemnity Escrow Account, an amount (the “Returnable Amount”) equal to the least of (x) the lesser of (AI) the amount of such reduction that would have occurred, (II) the amount of the proceeds received for such claim under the other arrangement Alternative Arrangement and (III) the amount for such claim previously paid to the Buyer Indemnified Parties pursuant to Section 7A; provided that, notwithstanding the foregoing, if (A) the Returnable Amount is received by a Buyer Indemnified Party on or after the Limitation Date and the Indemnity Escrow Agreement has not terminated, then (x) the portion of the Returnable Amount equal to the additional amount (if any) that would have been distributed from the Indemnity Escrow Account pursuant to the Indemnity Escrow Agreement had the entirety of the Returnable Amount been deposited before the Limitation Date shall be paid directly to Seller and (y) the remainder of the Returnable Amount shall be deposited in the Indemnity Escrow Account, and (B) the amount previously Returnable Amount is received by a Buyer Indemnified Party on or after the date that the Indemnity Escrow Agreement has terminated, then the Returnable Amount shall instead be paid directly to the Purchaser Indemnified Parties pursuant to this ARTICLE 9 over (y) expenses incurred by the Purchaser Indemnified Parties in connection with such recoverySeller. Notwithstanding the foregoing, to the extent that any such Loss indemnifiable hereunder served to reduce the DeductibleBasket, and subsequent recovery is made under another arrangementan Alternative Arrangement, the portion of the Deductible Basket so reduced shall be automatically deemed restored (but only restored. Buyer shall use its commercially reasonable efforts to the extent that the amount of such recovery exceeds the expenses incurred by the Purchaser Indemnified Parties cooperate with Seller in connection with such recovery). No Purchaser Indemnified Party shall have any right to assert any claims against the Sellers pursuant to this ARTICLE 9 or otherwise with respect to any Losses that would have been covered by the Title Policies (including, if issued, the La Bokay Endorsement) or the Original Agreement had the Purchaser or the Purchaser Indemnified Party maintained for its benefit and the benefit of the Target Companies and the Timberlands Assets the same rights or coverage pursuing recovery under the Title Policies (including, if issued, the La Bokay Endorsement) or the Original Agreement following the Closing that was in effect for the Target Companies and the Timberlands Assets immediately prior to the ClosingAlternative Arrangements. (iiiii) Each party hereby waivesIn no event shall any Indemnified Party be entitled to recover or make a claim for any amounts in respect of, and in no event shall “Losses” for purposes of this Article 7 be deemed to include, to the extent permitted under its applicable insurance policiessuch Indemnified Party is Buyer, any subrogation rights that its insurer may have with respect loss, liability, damage or expense to any indemnifiable Losses. the extent included as a liability or expense on the Financial Statements (including the footnotes thereto) or to the extent included in the calculation of Closing Net Working Capital. (iv) Any indemnity payment under this Agreement shall be treated as an adjustment to the Closing Purchase Price for Tax purposes. (v) Each Indemnified Party agrees that in the event of any breach giving rise to an indemnification obligation under this ARTICLE 9Article 7, such Indemnified Party shall take and shall cause its Affiliates (including the Target Companies) to take, or cooperate with the Representative, Indemnifying Party if so requested by the RepresentativeIndemnifying Party, in order to take, all commercially reasonable measures to mitigate the consequences of the related breach (including taking steps to prevent any contingent liability from becoming an actual liability). (iii) In no event shall any party be entitled to recover or make a claim for any amounts in respect of, and in no event shall "Losses" be deemed to include consequential, incidental or indirect damages, lost profits or punitive damages and, in particular, no "multiple of profits" or "multiple of cash flow" or similar valuation methodology shall be used in calculating the amount of any Losses. (iv) Notwithstanding anything herein to the contrary, the parties agree that no representation or warranty is being made as to whether any consent of any other Person party to the La Bokay Lease is required in connection with the transactions contemplated hereby (including as to whether any consent is required in connection with the La Bokay Sublease or as a result of the Purchaser electing (or, in accordance with SECTION 3I(iii), having been deemed to have elected) to exercise the Asset Purchase Option or the Equity Purchase Option) and no Seller (nor, in the event ; provided that the Asset Purchase Option is elected, Boise Louisiana Land & Timber, L.L.C.) Indemnifying Party shall have any liability for breach of any representation, warranty, covenant or agreement made hereunder resulting from failure to obtain any such consent or for the adequacy or inadequacy of any such consent obtained. Without limiting the generality of the foregoing, no Seller shall have any liability under SECTION 9A(i) or otherwise, nor shall the condition set forth in SECTION 2B(i) not be deemed required to be satisfied, as take any action against a result of (A) any breach of the representations and warranties set forth customer or significant third-party relationship in SECTION 4D to the extent relating to the La Bokay Lease, the La Bokay Sublease, or, to the extent that the Asset Purchase Option is elected, any contract that is assigned to Purchaser in connection therewith, or (B) any breach of SECTION 4H or any other representation, warranty, covenant or agreement being deemed to have been breached as a result of the La Bokay Lease having been breached or alleged to have been breached as a result of the execution and delivery furtherance of this Agreement, the performance of the parties' respective obligations hereunder or the consummation of the transactions contemplated hereby (including as a result of sale of the Target Companies Equity Interests of Boise Louisiana Land & Timber, L.L.C. and/or the execution, delivery or performance of the La Bokay Sublease or assignment of any contract of Boise Louisiana Land & Timber, L.L.C. being assigned hereunder without consent of any counterparty thereto). It is expressly agreed by the parties that the Sellers shall have no liability for breach of the La Bokay Lease arising as a result of the execution and delivery of this Agreement, the performance of the parties' respective obligations hereunder or the consummation of the transactions contemplated hereby (including as a result of sale of the Target Companies Equity Interests of Boise Louisiana Land & Timber, L.L.C. and/or the execution, delivery or performance of the La Bokay Sublease or assignment of any contract of Boise Louisiana Land & Timber, L.L.C. being assigned hereunder without consent of any counterparty thereto). clause (v) The Purchaser agrees on behalf of itself and the other Purchaser Indemnified Parties that, from and after the date that the OMX Acknowledgment is obtained, neither Seller shall have any liability for failure if such action would reasonably be expected to obtain any consent of any Forest Products Seller pursuant be harmful to the Original Agreement for purposes relationship of effectuating the assignment contemplated by SECTION 1D hereof in connection such Indemnified Party with the transactions contemplated hereby and no Seller shall have any liability for breach of any representation, warranty, covenant such customer or agreement made hereunder resulting from failure to obtain any such consent or for the adequacy or inadequacy of any such consent obtained. Without limiting the generality of the foregoing, from and after the date that the OMX Acknowledgment is obtained, no Seller shall have any liability under SECTION 9A(i) or otherwise, nor shall the condition set forth in SECTION 2B(i) not be deemed to be satisfied, as a result of any breach of the representations and warranties set forth in SECTION 4D to the extent relating to the assignment of rights under the Original Agreement pursuant to SECTION 1D hereof. It is expressly agreed by the parties that, from and after the date that the OMX Acknowledgment is obtained, the Sellers shall have no liability for breach of this Agreement or the Original Agreement relating to the assignment contemplated by SECTION 1D hereof. Nothing in this SECTION 9F(v) shall be deemed to imply that receipt of the OMX Acknowledgment is a condition to Purchaser's obligations to close (it being expressly agreed that receipt of the OMX Acknowledgment is not a condition to Purchaser's obligations hereunder), that consent of any of the Forest Products Sellers is necessary in order to effectuate the assignment contemplated under SECTION 1D hereof or that any breach of any provision of this Agreement has occurred as a result of failure to obtain the OMX Acknowledgment or other consent from any of the Forest Products Sellersthird-party. (vi) Any indemnity Each Indemnified Party hereby waives any subrogation rights that its insurer may have with respect to any indemnifiable Losses. After any indemnification payment under is made to any Indemnified Party pursuant to this Agreement shall be treated as an adjustment Article 7, the Indemnifying Party shall, to the Purchase Price for Tax purposesextent of such payment, be subrogated to all rights (if any) of the Indemnified Party against any third party in connection with the Losses to which such payment relates; provided that, in the case of Seller, if the Person against whom such subrogation right would otherwise be asserted is a then-current customer of the Enterprise Group, Seller shall pursue such subrogation rights only with the prior written consent of Buyer (not to be unreasonably withheld, delayed or conditioned); provided further that, in the case of Buyer, if the Person against whom such subrogation right would otherwise be asserted is a then-current customer of Seller’s Other Businesses, Buyer shall pursue such subrogation rights only with the prior written consent of Seller (not to be unreasonably withheld, delayed or conditioned). Subject to the preceding sentence, any Indemnified Party receiving an indemnification payment pursuant to the preceding sentence shall execute, upon the written request of the Indemnifying Party, any instrument reasonably necessary to evidence such subrogation rights. (vii) Notwithstanding the foregoingThe amount of any Losses for which an Indemnified Party shall be entitled to indemnification hereunder by reason of any breach or breaches of representations and warranties shall be determined without regard to any materiality, to the extent that Enterprise Gxxxx Xxxxxxxx Adverse Effect or Buyer Material Adverse Effect or other similar qualification set forth therein, but no such materiality, Enterprise Gxxxx Xxxxxxxx Adverse Effect or Buyer Material Adverse Effect or other similar qualification set forth therein shall be disregarded for any other purpose (including for purposes of determining whether there has been a breach or breaches of any such representation or warranty of the Sellers contained in this Agreement or the Seller Disclosure Letter (each, a "REPRESENTATION") addresses a particular issue with specificity (a "SPECIFIC REPRESENTATION"warranty), and no breach by Sellers exists under such Specific Representation, Sellers shall not be deemed to be in breach of any other Representation (with respect to such issue) that addresses such issue with less specificity than the Specific Representation and if such Specific Representation is qualified or limited by Sellers' knowledge, or in any other manner, no other Representation shall supercede or limit such qualification in any manner.

Certain Additional Matters. (i) The amount of any and all Losses under this ARTICLE Article 9 shall be determined net of, and of the amount of any "Losses" shall be deemed be reduced by (i) the net present value of any Tax benefits realizable (calculated using a discount rate of 6%) by any party seeking indemnification hereunder arising from the deductibility of any such Losses and (ii) any amounts recovered, recoverable or for which there is a right of recovery proceeds actually received by an Indemnified Party or by any of such Indemnified Party's ’s Affiliates in respect of such claim under or pursuant to (A) the Title Policies (includingany insurance policy, if issuedtitle insurance policy, the La Bokay Endorsement)indemnity, (B) the Original Agreement reimbursement arrangement or (C) any other agreement (including the La Bokay Assignment Consent) with any of the Forest Products Sellers contract pursuant to which or pursuant to under which an such Indemnified Party or its such Indemnified Party’s Affiliates is a party or has rights (collectively, “Alternative Arrangements”) (net of (i) any increase in premiums, (ii) retroactive premiums, (iii) premium adjustments, or (iv) any deductible incurred in obtaining such proceeds). If the "ALTERNATIVE ARRANGEMENTS"Indemnified Party receives any such proceeds subsequent to an indemnification payment by the Indemnifying Party in respect of any Losses, then such Indemnified Party shall promptly reimburse the Indemnifying Party in an amount equal to the amount by which such indemnification payment would have been reduced had such proceeds been received by the Indemnified Party prior to such payment by the Indemnifying Party. (a) No Buyer Party shall be entitled to indemnification or other recovery pursuant to Section 9A(i) or for any breach of any covenant or agreement contained in Section 3F, Section 3G or Section 3H unless and until the aggregate amount of all Losses under Section 9A(i), Section 9A(iii), Section 9A(iv) and for any breach of any covenant or agreement contained in Section 3F, Section 3G or Section 3H (other than Losses (x) resulting from or relating to breaches of Fundamental Representations or Section 5E(v), for which no Indemnified such limitation shall apply, or (y) that have been recovered by a Buyer Party pursuant to Section 9A(iii) or Section 9A(iv)) exceeds on a cumulative basis an amount equal to $1,400,000, and then, such Buyer Party shall only be entitled to recover to the extent of such excess (subject to Section 9C(i)); provided, however, that the limitations set forth in this Section 9G(ii)(a) shall not apply to claims arising from breaches of Fundamental Representations or Section 5E(v). (b) No Buyer Party shall be entitled to indemnification or other recovery pursuant to Section 9A(iii), unless and until the aggregate amount of all Losses under Section 9A(iii) exceeds on a cumulative basis an amount equal to $250,000, and then such Buyer Party shall only be entitled to recover to the extent of such excess (subject to Section 9C(i)). (c) No Buyer Party shall be entitled to indemnification or other recovery pursuant to Section 9A(iv), unless and until the aggregate amount of all Losses under Section 9A(iv) exceeds on a cumulative basis an amount equal to $250,000, and then such Buyer Party shall only be entitled to recover to the extent of such excess (subject to Section 9C(i)). (d) No Buyer Party shall assert any claim against an Indemnifying or series of related claims whatsoever pursuant to Section 9A (except for a breach of Section 5E(v)), and no Buyer Party shall be entitled to indemnification or other recovery whatsoever pursuant to Section 9A (except for a breach of Section 5E(v)), for any Losses resulting from, or arising out of any Outlier Adjustment. (e) Notwithstanding anything to the contrary contained in this Agreement, (1) the aggregate cumulative liability of a Seller under this ARTICLE Article 9 shall in no event exceed the aggregate proceeds actually received by such Seller and (2) no Indemnified Party shall be entitled to recover any amount under this Article 9 more than once in respect of the same Loss. (iii) No Seller Party shall assert any matter for which amounts have been recoveredclaim or series of related claims pursuant to Section 9B(i), are recoverable and no Seller Party shall be entitled to indemnification or for which there is a right of other recovery pursuant to an Alternative Arrangement. FurthermoreSection 9B(i), if recovery is made pursuant to another arrangement unless and until the aggregate amount of all Losses under Section 9B(i) (i.e., other than Losses resulting from or relating to breaches of Fundamental Representations) exceeds on a cumulative basis an Alternative Arrangement) for which the Purchaser or another Purchaser Indemnified Party has rights amount equal to recovery prior to any claim for indemnification being paid hereunder, the amount of Losses suffered by the Purchaser Indemnified Parties with respect to such claim shall be reduced by the excess of the amount of such recovery over the expenses incurred by the Purchaser Indemnified Parties in connection with such recovery. If, after a claim for indemnification is paid hereunder, a Purchaser Indemnified Party recovers amounts under such other arrangement, the Purchaser shall promptly remit to the Sellers the excess of (x) the lesser of (A) the amount of proceeds received for such claim under the other arrangement and (B) the amount previously paid to the Purchaser Indemnified Parties pursuant to this ARTICLE 9 over (y) expenses incurred by the Purchaser Indemnified Parties in connection with such recovery. Notwithstanding the foregoing, to the extent any such Loss indemnifiable hereunder served to reduce the Deductible$1,400,000, and subsequent recovery is made under another arrangement, the portion of the Deductible so reduced shall be automatically deemed restored (but only to the extent that the amount of such recovery exceeds the expenses incurred by the Purchaser Indemnified Parties in connection with such recovery). No Purchaser Indemnified Party shall have any right to assert any claims against the Sellers pursuant to this ARTICLE 9 or otherwise with respect to any Losses that would have been covered by the Title Policies (including, if issued, the La Bokay Endorsement) or the Original Agreement had the Purchaser or the Purchaser Indemnified Party maintained for its benefit and the benefit of the Target Companies and the Timberlands Assets the same rights or coverage under the Title Policies (including, if issued, the La Bokay Endorsement) or the Original Agreement following the Closing that was in effect for the Target Companies and the Timberlands Assets immediately prior to the Closing. (ii) Each party hereby waives, to the extent permitted under its applicable insurance policies, any subrogation rights that its insurer may have with respect to any indemnifiable Losses. Each Indemnified Party agrees that in the event of any breach giving rise to an indemnification obligation under this ARTICLE 9, then such Indemnified Party shall take and cause its Affiliates only be entitled to recover to the extent of such excess (including subject to Section 9C(i)); provided, however, that the Target Companies) foregoing limitation shall not apply to take, or cooperate with the Representative, if so requested by the Representative, in order to take, all reasonable measures to mitigate the consequences claims arising from breaches of the related breach (including taking steps to prevent any contingent liability from becoming an actual liability)Fundamental Representations. (iiiiv) In no event shall any party Indemnified Party be entitled to recover or make a claim for any amounts in respect of, and in no event shall "“Losses" ” be deemed to include consequentialpunitive or exemplary damages (except to the extent imposed on an Indemnified Party in connection with a Third Party Claim) or any Losses to the extent included as a liability in the calculation of Closing Net Working Capital or Closing Indebtedness. (v) For purposes of determining whether there has been a breach of any representation or warranty of the Company, incidental the Sellers or indirect damages, lost profits Buyer in this Agreement or punitive damages and, in particular, no "multiple any Certificate and for purposes of profits" or "multiple of cash flow" or similar valuation methodology shall be used in calculating the amount of any Losses. (iv) Notwithstanding anything herein Losses to the contrary, the parties agree that no representation or warranty which an Indemnified Party is being made as to whether any consent of any other Person party to the La Bokay Lease is required in connection with the transactions contemplated hereby (including as to whether any consent is required in connection with the La Bokay Sublease or entitled as a result of any such breach, such representation or warranty shall not be deemed qualified by any “material,” “materiality,” “Buyer Material Adverse Effect” or “Company Material Adverse Effect” qualifications; provided, however, that this Section 9G(v) shall not apply to the Purchaser electing (orrepresentations and warranties set forth in the first sentence of Section 5A, in accordance with SECTION 3I(iiithe third sentence of Section 5C(i), having been deemed to have electedSection 5E(i), Section 5G, Section 5J and the first sentence of Section 5T(i). (vi) to exercise The representations and warranties of the Asset Purchase Option parties shall not be affected or diminished by, and no right of indemnification hereunder shall be limited by reason of any investigation or audit conducted before or after the Closing or the Equity Purchase Option) and no Seller (nor, in the event that the Asset Purchase Option is elected, Boise Louisiana Land & Timber, L.L.C.) shall have knowledge of any liability for party of any breach of any a representation, warranty, covenant or agreement made hereunder resulting from failure to obtain by the other party at any such consent time, or for the adequacy or inadequacy decision of any such consent obtained. Without limiting party to complete the generality of the foregoing, no Seller shall have any liability under SECTION 9A(i) or otherwise, nor shall the condition set forth in SECTION 2B(i) not be deemed to be satisfied, as a result of (A) any breach of the representations and warranties set forth in SECTION 4D to the extent relating to the La Bokay Lease, the La Bokay Sublease, or, to the extent that the Asset Purchase Option is elected, any contract that is assigned to Purchaser in connection therewith, or (B) any breach of SECTION 4H or any other representation, warranty, covenant or agreement being deemed to have been breached as a result of the La Bokay Lease having been breached or alleged to have been breached as a result of the execution and delivery of this Agreement, the performance of the parties' respective obligations hereunder or the consummation of the transactions contemplated hereby (including as a result of sale of the Target Companies Equity Interests of Boise Louisiana Land & Timber, L.L.C. and/or the execution, delivery or performance of the La Bokay Sublease or assignment of any contract of Boise Louisiana Land & Timber, L.L.C. being assigned hereunder without consent of any counterparty thereto). It is expressly agreed by the parties that the Sellers shall have no liability for breach of the La Bokay Lease arising as a result of the execution and delivery of this Agreement, the performance of the parties' respective obligations hereunder or the consummation of the transactions contemplated hereby (including as a result of sale of the Target Companies Equity Interests of Boise Louisiana Land & Timber, L.L.C. and/or the execution, delivery or performance of the La Bokay Sublease or assignment of any contract of Boise Louisiana Land & Timber, L.L.C. being assigned hereunder without consent of any counterparty thereto)Closing. (vvii) The Purchaser agrees on behalf of itself and the other Purchaser Indemnified Parties that, from and after the date that the OMX Acknowledgment is obtained, neither Seller shall have any liability for failure to obtain any consent of any Forest Products Seller pursuant Notwithstanding anything to the Original Agreement for purposes of effectuating the assignment contemplated by SECTION 1D hereof in connection with the transactions contemplated hereby and no Seller shall have any liability for breach of any representation, warranty, covenant or agreement made hereunder resulting from failure to obtain any such consent or for the adequacy or inadequacy of any such consent obtained. Without limiting the generality of the foregoing, from and after the date that the OMX Acknowledgment is obtainedcontrary set forth herein, no Seller limitation or condition of liability or indemnity shall have apply to any liability under SECTION 9A(i) or otherwise, nor shall the condition set forth in SECTION 2B(i) not be deemed to be satisfied, as a result of any breach of the representations and warranties set forth in SECTION 4D to the extent relating to the assignment of rights under the Original Agreement pursuant to SECTION 1D hereof. It is expressly agreed by the parties that, from and after the date that the OMX Acknowledgment is obtained, the Sellers shall have no liability for breach of this Agreement or the Original Agreement relating to the assignment contemplated by SECTION 1D hereof. Nothing in this SECTION 9F(v) shall be deemed to imply that receipt of the OMX Acknowledgment is a condition to Purchaser's obligations to close (it being expressly agreed that receipt of the OMX Acknowledgment is not a condition to Purchaser's obligations hereunder), that consent of any of the Forest Products Sellers is necessary in order to effectuate the assignment contemplated under SECTION 1D hereof or that any breach of any provision of this Agreement has occurred as a result of failure to obtain the OMX Acknowledgment or other consent from any of the Forest Products Sellersfraud claims. (viviii) Any indemnity payment under this Agreement shall be treated as an adjustment to the Purchase Price for Tax purposespurposes unless not permitted by applicable Legal Requirements. (viiix) Each Seller waives, and acknowledges and agrees that such Seller shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against the Company or any Subsidiary of the Company in connection with any indemnification obligation or any other liability to which he or it may become subject under or in connection with this Agreement. (x) Notwithstanding the foregoing, anything herein to the extent that a contrary, in no event shall any Seller be responsible to Buyer (whether pursuant to indemnification hereunder or otherwise) for any breach or violation by another Seller of any particular representation or warranty or covenant or agreement of such breaching Seller in this Agreement, and each of the Sellers parties hereto shall take all actions necessary (including actions under or in connection with the Escrow Agreement) to effect the foregoing; provided, however, that the foregoing shall not in any way effect Buyer’s ability to make claims for indemnification against, and recover from, the entire amount contained in this Agreement or the Seller Disclosure Letter (each, a "REPRESENTATION") addresses a particular issue with specificity (a "SPECIFIC REPRESENTATION"), and no breach by Sellers exists under such Specific Representation, Sellers shall not be deemed to be in breach of any other Representation (with respect to such issue) that addresses such issue with less specificity than the Specific Representation and if such Specific Representation is qualified or limited by Sellers' knowledge, or in any other manner, no other Representation shall supercede or limit such qualification in any mannerGeneral Escrow Account.