Common use of Consents; Releases Clause in Contracts

Consents; Releases. (a) Seller and Purchaser agree to use commercially reasonable efforts to obtain from the applicable counterparties under the Timberlands Contracts and the Mineral Leases any required consents to such assignment or transfer to Timberlands III, LLC or Purchaser, as applicable, on or before the Closing Date; provided that neither Seller, Purchaser nor any of their respective Affiliates shall be required to commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party to obtain such authorizations, approvals, consents, negative clearances or waivers; and provided, further, that neither Seller, Purchaser nor any of their respective Affiliates shall be obligated to incur any monetary obligations or expenditures to the parties whose consent is requested in connection with the utilization of its commercially reasonable efforts to obtain any such required consents. (b) If any consent contemplated by Section 40(a) is not obtained as of the Closing notwithstanding the Parties’ use of commercially reasonable efforts as required thereunder, (i) Seller or its applicable Affiliate shall continue to be bound by such arrangement and, unless not permitted by the terms thereof or by law, Purchaser shall, as agent or subcontractor for Seller or such applicable Affiliate, as applicable, pay, perform and discharge fully all the obligations under the applicable Timberlands Contract or Mineral Lease that Purchaser would have been responsible for if such Timberlands Contract or Mineral Lease would have been assigned to Timberlands III, LLC or Purchaser, as applicable, as of the Closing, and (ii) Seller and each of its applicable Affiliates, without further consideration, shall pay and remit to Purchaser, promptly all money, rights and other consideration received by it in respect of Purchaser’s performance as agent or subcontractor for Seller or its applicable Subsidiary. (c) If any consent contemplated by Section 40(a) is not obtained as of the Closing notwithstanding the Parties’ use of commercially reasonable efforts as required hereunder, the Parties shall continue for up to one (1) year after the Closing to exercise commercially reasonable efforts to obtain the related consents that could not be obtained prior to the Closing, and, if such a consent is obtained, Seller shall assign to Timberlands III, LLC or Purchaser, as applicable, and Timberlands III, LLC or Purchaser, as applicable, shall assume, the applicable Timberlands Contract or Mineral Lease pursuant to the terms of this Agreement. (d) Each of Seller and Purchaser, at the request of the other Party, from the date hereof through the first (1st) anniversary of the Closing, shall reasonably cooperate with the requesting Party’s efforts to obtain, or cause to be obtained, in writing the unconditional release of Seller and its applicable Subsidiaries that are parties to any Timberlands Contracts, so that, from and after the Closing, neither Seller nor any of its Subsidiaries shall be responsible for any liabilities or obligations under the Timberlands Contracts that Timberlands III, LLC or Purchaser, as applicable, has assumed pursuant this Agreement; provided, however, that neither Seller nor Purchaser (nor any of their respective Subsidiaries) shall be obligated to pay any consideration or grant any concession or agree to any material amendment to any such Timberlands Contracts in order to obtain any such release. Subject to the immediately preceding sentence, the requesting Party shall pay all reasonable out of pocket costs by the Purchaser, and all costs of Seller, incurred in obtaining any such release, including all reasonable attorneys’ fees.

Consents; Releases. (a) To the extent not addressed prior to the date hereof, Seller shall, and Purchaser agree to Seller shall cause the Company and its Subsidiaries to, notify as promptly as is reasonably practicable, and use commercially reasonable efforts to obtain all consents, authorizations, approvals, waivers and releases required to be given or obtained (pursuant to any applicable Law, Contract or otherwise) by such Person in connection with the Transactions, including (i) from those parties set forth on Section 6.1(c) of the applicable counterparties under Seller Disclosure Schedule, (ii) pursuant to the Timberlands Contracts Guarantee Releases and Standalone Commercial Agreements and (iii) pursuant to the Mineral Leases any required consents to such assignment or transfer to Timberlands III, LLC or Purchaser, as applicable, on or before the Closing DateMaterial Contracts; provided that neither without limitation of Buyer’s rights under Section 1.4 or Article VI of this Agreement, the failure of any Person other than Seller, Purchaser nor the Company or any of their respective Affiliates Subsidiaries to execute or otherwise provide any such consent, authorization, approval, waiver or release shall not in and of itself be deemed to be a breach by Seller of its obligations under this Section 5.5 or any other provision of this Agreement. Except as otherwise specifically set forth in this Agreement, in obtaining or seeking to obtain any such consents, authorizations, approvals, waivers and releases, none of Buyer, Seller, the Company or any of the Company’s Subsidiaries shall be required to commence make any litigation payment of any fee or offer or grant any accommodation accept material adverse changes in terms (financial or otherwisetaken as a whole) to any third party to obtain in connection with the receipt of such consents, authorizations, approvals, waivers and releases, except as otherwise agreed by Buyer and Seller. Buyer shall cooperate and use commercially reasonable efforts to assist Seller and the Company in giving such notices and obtaining such consents, negative clearances authorizations, approvals and releases. Seller shall use good faith efforts to obtain the assignment to (and assumption by) the Company of the backstop financing commitments set forth on Section 5.5 of the Seller Disclosure Schedule; provided; however, that such assignment and assumption shall not be a condition to the Closing pursuant to Section 6.1(c) or waiversany other provision in this Agreement; and provided, further, that neither Seller, Purchaser nor any of their respective Affiliates shall be obligated to incur any monetary obligations or expenditures to the parties whose consent is requested in connection with the utilization of its commercially reasonable efforts to obtain any such required consents. (b) If any consent contemplated by Section 40(a) is not obtained as of the Closing notwithstanding the Parties’ use of commercially reasonable efforts as required thereunder, (i) Seller or its applicable Affiliate shall continue to be bound by such arrangement and, unless not permitted by the terms thereof or by law, Purchaser shall, as agent or subcontractor for Seller or such applicable Affiliate, as applicable, pay, perform and discharge fully all the obligations under the applicable Timberlands Contract or Mineral Lease that Purchaser would have been responsible for if such Timberlands Contract or Mineral Lease would have been assigned to Timberlands III, LLC or Purchaser, as applicable, as of the Closing, and (ii) Seller and each of its applicable Affiliates, without further consideration, shall pay and remit to Purchaser, promptly all money, rights and other consideration received by it in respect of Purchaser’s performance as agent or subcontractor for Seller or its applicable Subsidiary. (c) If any consent contemplated by Section 40(a) is not obtained as of the Closing notwithstanding the Parties’ use of commercially reasonable efforts as required hereunder, the Parties shall continue for up to one (1) year after the Closing to exercise commercially reasonable efforts to obtain the related consents that could not be obtained prior to the Closing, and, if such a consent is obtained, Seller shall assign to Timberlands III, LLC or Purchaser, as applicable, and Timberlands III, LLC or Purchaser, as applicable, shall assume, the applicable Timberlands Contract or Mineral Lease pursuant to the terms of this Agreement. (d) Each of Seller and Purchaser, at the request of the other Party, from the date hereof through the first (1st) anniversary of the Closing, Buyer shall reasonably cooperate with the requesting Party’s Seller in connection with such efforts to obtain, or cause to be obtained, in writing the unconditional release of Seller and its applicable Subsidiaries that are parties to any Timberlands Contracts, so that, from and after the Closing, neither Seller nor any of its Subsidiaries shall be responsible for any liabilities or obligations under the Timberlands Contracts that Timberlands III, LLC or Purchaser, as applicable, has assumed pursuant this Agreement; provided, however, that neither Seller nor Purchaser (nor any of their respective Subsidiaries) shall be obligated to pay any consideration or grant any concession or agree to any material amendment to any such Timberlands Contracts in order to obtain any such release. Subject to the immediately preceding sentence, the requesting Party shall pay all reasonable out of pocket costs by the Purchaserincluding meeting with, and all costs of Sellerproviding information reasonably requested by, incurred in obtaining any such release, including all reasonable attorneys’ fees.third parties). 62587121_2 SV\1145690.24

Consents; Releases. (a) Seller and Purchaser agree to Each of the Sellers shall use commercially its reasonable best efforts to obtain from all authorizations, consents, orders and approvals of all Governmental Authorities and officials (including, if necessary, the applicable counterparties under the Timberlands Contracts Probate Court) that may be or become necessary for its execution and delivery of, and the Mineral Leases any required consents to such assignment or transfer to Timberlands IIIperformance of its obligations pursuant to, LLC or Purchaser, as applicable, on or before this Agreement and will cooperate fully with the Closing Date; provided that neither Seller, Purchaser nor any of their respective Affiliates shall be required to commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party Purchasers in promptly seeking to obtain all such authorizations, approvals, consents, negative clearances or waivers; orders and provided, further, that neither Seller, Purchaser nor any of their respective Affiliates shall be obligated approvals. Each party hereto agrees to incur any monetary obligations or expenditures supply as promptly as practicable to the parties whose consent is requested in connection with appropriate Governmental Authorities any information and documentary material that may be required pursuant to the utilization of its commercially reasonable efforts to obtain any such required consentsHSR Act. (b) If any consent contemplated by Section 40(a) is not obtained as of Each Seller shall give promptly such notices to third parties, including, if necessary, beneficiaries under the Closing notwithstanding the Parties’ Will, and shall use of commercially its reasonable best efforts as required thereunder, to obtain (i) Seller or its applicable Affiliate shall continue to be bound by such arrangement and, unless not permitted by the terms thereof or by law, Purchaser shall, as agent or subcontractor for Seller or such applicable Affiliate, as applicable, pay, perform and discharge fully release of all Encumbrances on the obligations under the applicable Timberlands Contract or Mineral Lease that Purchaser would have been responsible for if such Timberlands Contract or Mineral Lease would have been assigned to Timberlands III, LLC or Purchaser, as applicable, as of the Closing, Shares and (ii) Seller and such third party consents, in each of its applicable Affiliates, without further consideration, shall pay and remit to Purchaser, promptly all money, rights and other consideration received by it case as the Purchasers may in respect of Purchaser’s performance as agent their sole discretion deem necessary or subcontractor for Seller or its applicable Subsidiary. (c) If any consent desirable in connection with the transactions contemplated by Section 40(a) is not obtained as of the Closing notwithstanding the Parties’ use of commercially reasonable efforts as required hereunder, the Parties shall continue for up to one (1) year after the Closing to exercise commercially reasonable efforts to obtain the related consents that could not be obtained prior to the Closing, and, if such a consent is obtained, Seller shall assign to Timberlands III, LLC or Purchaser, as applicable, and Timberlands III, LLC or Purchaser, as applicable, shall assume, the applicable Timberlands Contract or Mineral Lease pursuant to the terms of this Agreement. (d) Each of Seller and Purchaser, at the request of the other Party, from the date hereof through the first (1st) anniversary of the Closing, . The Purchasers shall reasonably cooperate with the requesting Party’s efforts to obtain, or cause to be obtained, Sellers in writing the unconditional release of Seller giving such notices and its applicable Subsidiaries that are parties to any Timberlands Contracts, so that, from obtaining such releases and after the Closing, neither Seller nor any of its Subsidiaries shall be responsible for any liabilities or obligations under the Timberlands Contracts that Timberlands III, LLC or Purchaser, as applicable, has assumed pursuant this Agreementconsents; provided, however, that neither Seller nor Purchaser (nor the Purchasers shall have no obligation to give any guarantee or other consideration of their respective Subsidiaries) shall be obligated any nature in connection with any such notice, release or consent or to pay any consideration or grant any concession or agree consent to any material amendment to change in the terms of any such Timberlands Contracts agreement or arrangement which the Purchasers in order to obtain any such release. Subject their sole discretion may deem adverse to the immediately preceding sentenceinterests of the Purchasers. The Sellers know of no reason why all the consents, approvals and releases necessary for the requesting Party shall pay all reasonable out consummation of pocket costs by the Purchaser, transactions contemplated hereby will not be received. Each Seller hereby waives any and all costs rights and claims that such Seller may have or acquire, as a direct or contingent beneficiary of Sellerthe Estate, incurred under any applicable community property laws or otherwise, to object to the transactions contemplated by this Agreement or to claims any interest in obtaining any such release, including all reasonable attorneys’ feesthe Shares inconsistent with this Agreement.