Common use of Post-Closing Cure Clause in Contracts

Post-Closing Cure. For a period of one year from and after the Closing Date, Plum Creek, at its option, may require the Company to accept title to any Title Failure Carveout or Title Objection Carveout (subject to the Permitted Exceptions affecting such Title Failure Carveout or Title Objection Carveout) for which Plum Creek or one of its Affiliates has cured or caused to be cured (A) all title defects affecting such Title Failure Carveout or (B) Company Title Objections affecting such Title Objection Carveout. If Plum Creek elects to transfer to the Company title to any Title Failure Carveout or Title Objection Carveout pursuant to this Section 2.1(a)(v), then Plum Creek (or its applicable Affiliate) shall convey such Title Failure Carveout or Title Objection Carveout to the Contribution LLC (or the Company as its successor) or to the Sale LLC (or the Company as its successor) (as applicable depending on which such entity would have received contribution of such Timberlands had they not been a Title Failure Carveout or Title Objection Carveout) pursuant to an instrument of conveyance described in Section 1.6(a), subject to the Permitted Exceptions, together with such affidavits as may be reasonably required by the Title Company to insure such Title Failure Carveout or Title Objection Carveout in the same manner as the Timberlands. The Company shall have the right to review any changes in the status of (1) title for such Title Failure Carveout arising between the date of the original Title Commitment delivered to the Company in accordance with Section 2.1(a) herein and the time of requested transfer by Plum Creek, and (2) the environmental condition of such Title Failure Carveout arising between the date of the Phase I Report and the time of requested transfer by Plum Creek, and to approve any such adverse changes (if any) in status of title or environmental conditions for such Title Failure Carveout, which approvals will not be unreasonably withheld or delayed. The Company shall (and shall cause the Contribution LLC and the Sale LLC, as applicable, to) cooperate in any effort that may be necessary for Plum Creek (or its applicable Affiliate) to transfer title to any Title Failure Carveout or Title Objection Carveout or to establish, vest or confirm title to any Title Failure Carveout or Title Objection Carveout in the Contribution LLC, the Sale LLC, or the Company, as applicable, including executing all documents pertaining to the Title Failure Carveout or Title Objection Carveout as are reasonably requested by Plum Creek. Any sales, use, excise, documentary, stamp duty, registration, transfer, conveyance, economic interest, transfer or other similar Taxes related to the conveyance to the Contribution LLC, the Sale LLC, or the Company of any Title Failure Carveout or Title Objection Carveout pursuant to this Section 2.1(a)(v) shall be payable as Transfer Taxes in accordance with Section 8.7. Upon the transfer of a Title Failure Carveout or Title Objection Carveout to the Contribution LLC, the Sale LLC or the Company pursuant to this Section 2.1(a)(v), the PC Contribution Amount or Purchase Price as applicable will be adjusted as set forth in Section 2.2(b).

Post-Closing Cure. For a period of one year from and [****] days after the Closing Date, Plum CreekSeller, at its option, may require the Company Purchaser to accept title to any Title Failure Carveout or Title Objection Carveout that is a Marketable Parcel (subject to the Permitted Exceptions affecting such Title Failure Carveout or Title Objection Carveout) for which Plum Creek or one of its Affiliates Seller has cured or caused to be cured (A) cured, to the reasonable satisfaction of Purchaser, all title defects affecting such Title Failure Carveout or (B) Company raised in the Title Objections affecting such Title Objection Carveout, and provided, however, that Seller delivers to Purchaser an updated Completed Title Commitment for such Property issued by the Title Company in a form reasonably acceptable to Purchaser and otherwise in accordance with Section 1.6(a). If Plum Creek Seller elects to transfer to the Company Purchaser title to any Title Failure Carveout or Title Objection Carveout pursuant to this Section 2.1(a)(v1.6(a)(iii), then Plum Creek (or its applicable Affiliate1) Seller shall convey such Title Failure Carveout or Title Objection Carveout to the Contribution LLC (or the Company as its successor) or to the Sale LLC (or the Company as its successor) (as applicable depending on which such entity would have received contribution of such Timberlands had they not been a Title Failure Carveout or Title Objection Carveout) Purchaser pursuant to an instrument of conveyance described in Section 1.6(a2.2(a)(iv) or (v), subject to the Permitted Exceptions, together with such affidavits as may be reasonably required by the Title Company to insure such Title Failure Carveout or Title Objection Carveout in the same manner as the Timberlands. The Company shall have the right to review any changes in the status of (1) title for such Title Failure Carveout arising between the date of the original Title Commitment delivered to the Company in accordance with Section 2.1(a) herein and the time of requested transfer by Plum Creek, and (2) Purchaser shall pay Seller an amount in cash equal to the environmental condition reduction in the Purchase Price for such Title Objection Carveout that Purchaser received at the Closing (or portion thereof if not the entire Title Objection Carveout tract). Any payment by Purchaser for the conveyance of any Title Objection Carveout shall be made, upon the transfer of such Title Failure Objection Carveout arising between the date from Seller to Purchaser, by wire transfer of the Phase I Report immediately available funds to a bank account designated by Seller. Purchaser and the time of requested transfer by Plum Creek, and its Affiliates shall cooperate (at no cost or liability to approve any such adverse changes (if anyPurchaser and/or its Affiliates) in status of title or environmental conditions for such Title Failure Carveout, which approvals will not be unreasonably withheld or delayed. The Company shall (and shall cause the Contribution LLC and the Sale LLC, as applicable, to) cooperate in any reasonable effort that may be necessary for Plum Creek (or its applicable Affiliate) Seller to transfer title to any Title Failure Carveout or Title Objection Carveout or to establish, vest or confirm title to any Title Failure Carveout or Title Objection Carveout in the Contribution LLC, the Sale LLC, or the Company, as applicablePurchaser, including executing all documents pertaining to the Title Failure Carveout or Title Objection Carveout as are reasonably requested by Plum CreekSeller and approved by Purchaser in its reasonable discretion. Any sales, use, excise, documentary, stamp duty, registration, transfer, conveyance, economic interest, transfer or other similar Taxes related to the conveyance to the Contribution LLC, the Sale LLC, or the Company Purchaser of any Title Failure Carveout or Title Objection Carveout pursuant to this Section 2.1(a)(v1.6(a)(iii) shall be payable as Transfer Taxes in accordance with Section 8.72.3. Upon From and after the transfer Closing, the portion of a the Timberlands not conveyed to Purchaser pursuant to Title Failure Carveout or Objection Carveouts, if any, shall no longer constitute part of the Timberlands for any purpose of this Agreement other than this Section 1.6(a)(iii); provided, however, if any portion of such Title Objection Carveout is subsequently conveyed to the Contribution LLC, the Sale LLC or the Company Purchaser pursuant to this Section 2.1(a)(v1.6(a)(iii), such portion shall thereafter constitute part of the PC Contribution Amount Timberlands for all purposes of this Agreement. Except for any changes to the status of title in order to cure a Title Objection Carveout in accordance with the terms of this Section 1.6, Purchaser shall have the right to review any other changes in the status of title for such Title Objection Carveout arising between the Closing Date and the time of the transfer pursuant to this Section by Seller, and to approve such material and adverse changes (if any) in status of title, which approvals will not be unreasonably withheld, conditioned or Purchase Price as applicable will delayed. Other than ordinary wear and tear, any such changes to cure a Title Objection Carveout, and any title matters approved by Purchaser, the character, status, or other attributes of any such Title Objection Carveout shall not materially and adversely change after the date of the Title Objection notice for such Title Objection Carveout and prior to the time of transfer pursuant to any sale contemplated in this Subsection including, without limitation, Seller shall not harvest any Timber on or about the Title Objection Carveout. To the extent any material and adverse changes to the Title Objection Carveout occur during such time period which are not permitted under this Subsection, the amount due Seller upon conveyance of the Title Objection Carveout set forth above, shall be adjusted as using the Value Table. The closing of the purchase and sale of any cured Title Objection Carveout shall be subject to the same terms and conditions set forth in Section 2.2(b)this Agreement. This paragraph shall survive Closing.

Post-Closing Cure. For a period of one year from and after the Closing Date, Plum CreekSeller, at its option, may require the Company applicable Timber LLC to accept title to any Title Failure Carveout or Title Objection Carveout (subject to the Permitted Exceptions affecting such Title Failure Carveout or Title Objection Carveout) for which Plum Creek or one of its Affiliates Seller has cured or caused to be cured (A) all title defects affecting such Title Failure Carveout or (B) Company Parent Title Objections affecting such Title Objection Carveout. If Plum Creek Seller elects to transfer to the Company applicable Timber LLC title to any Title Failure Carveout or Title Objection Carveout pursuant to this Section 2.1(a)(v2.3(b)(v), then Plum Creek (or its applicable Affiliate1) Seller shall convey such Title Failure Carveout or Title Objection Carveout to the Contribution applicable Timber LLC (or the Company as its successor) or to the Sale LLC (or the Company as its successor) (as applicable depending on which such entity would have received contribution of such Timberlands had they not been a Title Failure Carveout or Title Objection Carveout) pursuant to an instrument of conveyance described in Section 1.6(a3.2(a)(iii) or (v), as applicable, subject to the Permitted Exceptions, together with such affidavits as may be reasonably required by Exceptions and (2) either Parent or the Title Company Timber LLC to insure which such Title Failure Carveout or Title Objection Carveout is being conveyed shall pay Seller an amount in cash equal to the same manner as the Timberlands. The Company shall have the right to review any changes in the status of (1) title for such Title Failure Carveout arising between the date amount of the original Title Commitment delivered to the Company in accordance with Section 2.1(a) herein and the time of requested transfer by Plum Creek, and (2) the environmental condition fair market value of such Title Failure Carveout arising between the date or Title Objection Carveout; provided, however, that in no event will Parent or such Timber LLC be obligated to pay under this Section 2.3(b)(v) an amount in excess of the Phase I Report and aggregate downward adjustment to the time Purchase Price in respect of requested the Title Failure Carveouts or Title Objection Carveouts pursuant to Section 2.3(b)(iv). Any payment by Parent or any Timber LLC to Seller for the conveyance of any Title Failure Carveout or Title Objection Carveout shall be made, upon the transfer by Plum Creek, and to approve any such adverse changes (if any) in status of title or environmental conditions for such Title Failure CarveoutCarveout or Title Objection Carveout from Seller to the applicable Timber LLC, which approvals will not be unreasonably withheld or delayedby wire transfer of immediately available funds to a bank account designated by Seller. The Company shall (and shall cause Parent, the Contribution applicable Timber LLC and the Sale LLC, as applicable, to) their respective Affiliates shall cooperate in any effort that may be necessary for Plum Creek (or its applicable Affiliate) Seller to transfer title to any Title Failure Carveout or Title Objection Carveout or to establish, vest or confirm title to any Title Failure Carveout or Title Objection Carveout in the Contribution applicable Timber LLC, the Sale LLC, or the Company, as applicable, including executing all documents pertaining to the Title Failure Carveout or Title Objection Carveout as are reasonably requested by Plum CreekSeller. Any sales, use, excise, documentary, stamp duty, registration, transfer, conveyance, economic interest, transfer or other similar Taxes related to the conveyance to the Contribution LLC, the Sale LLC, or the Company applicable Timber LLC of any Title Failure Carveout or Title Objection Carveout pursuant to this Section 2.1(a)(v2.3(b)(v) shall be payable as Transfer Taxes in accordance with Section 8.7. Upon the transfer of a Title Failure Carveout or Title Objection Carveout to the Contribution LLC, the Sale LLC or the Company pursuant to this Section 2.1(a)(v), the PC Contribution Amount or Purchase Price as applicable will be adjusted as set forth in Section 2.2(b)3.4.

Post-Closing Cure. For a period of one year thirty (30) days from and after the Closing Date, Plum CreekSeller, at its option, may require the Company Purchaser to accept title to any Title Failure Carveout or Title Objection Carveout (subject to the Permitted Exceptions affecting such Title Failure Carveout or Title Objection Carveout) for which Plum Creek or one of its Affiliates Seller has cured or caused to be cured (A) all title defects affecting such Title Failure Carveout or (B) Company Title Objections affecting such Title Objection Carveout, and provided, however, that Seller delivers to Purchaser an updated Completed Title Commitment for such Property issued by the Title Company in a form reasonably acceptable to Purchaser. If Plum Creek Seller elects to transfer to the Company Purchaser title to any Title Failure Carveout or Title Objection Carveout pursuant to this Section 2.1(a)(v1.6(c)(v), then Plum Creek (or its applicable Affiliate1) Seller shall convey such Title Failure Carveout or Title Objection Carveout to the Contribution LLC (or the Company as its successor) or to the Sale LLC (or the Company as its successor) (as applicable depending on which such entity would have received contribution of such Timberlands had they not been a Title Failure Carveout or Title Objection Carveout) Purchaser pursuant to an instrument of conveyance described in Section 1.6(a2.2(a)(iv), subject to the Permitted Exceptions, together with and (2) Purchaser shall pay Seller an amount in cash equal to the reduction in the Purchase Price for such affidavits as may Property that Purchaser received at the Closing. Any payment by Purchaser for the conveyance of any Title Failure Carveout or Title Objection Carveout shall be reasonably required by made, upon the Title Company to insure transfer of such Title Failure Carveout or Title Objection Carveout in the same manner as the Timberlandsfrom Seller to Purchaser, by wire transfer of immediately available funds to a bank account designated by Seller. The Company Purchaser and its Affiliates shall have the right to review any changes in the status of (1) title for such Title Failure Carveout arising between the date of the original Title Commitment delivered to the Company in accordance with Section 2.1(a) herein and the time of requested transfer by Plum Creek, and (2) the environmental condition of such Title Failure Carveout arising between the date of the Phase I Report and the time of requested transfer by Plum Creek, and to approve any such adverse changes (if any) in status of title or environmental conditions for such Title Failure Carveout, which approvals will not be unreasonably withheld or delayed. The Company shall (and shall cause the Contribution LLC and the Sale LLC, as applicable, to) cooperate in any effort that may be necessary for Plum Creek (or its applicable Affiliate) Seller to transfer title to any Title Failure Carveout or Title Objection Carveout or to establish, vest or confirm title to any Title Failure Carveout or Title Objection Carveout in the Contribution LLC, the Sale LLC, or the Company, as applicablePurchaser, including executing all documents pertaining to the Title Failure Carveout or Title Objection Carveout as are reasonably requested by Plum CreekSeller. Any sales, use, excise, documentary, stamp duty, registration, transfer, conveyance, economic interest, transfer or other similar Taxes related to the conveyance to the Contribution LLC, the Sale LLC, or the Company Purchaser of any Title Failure Carveout or Title Objection Carveout pursuant to this Section 2.1(a)(v1.6(c)(v) shall be payable as Transfer Taxes in accordance with Section 8.72.3. Upon From and after the transfer Closing, the portion of a the Timberlands not conveyed to Purchaser pursuant to Title Failure Carveout or Carveouts and Title Objection Carveout Carveouts, if any, shall no longer constitute part of the Timberlands for any purpose of this Agreement other than this Section 1.6(c)(v); provided, however, if any portion of such Timberlands is subsequently conveyed to the Contribution LLC, the Sale LLC or the Company Purchaser pursuant to this Section 2.1(a)(v1.6(c)(v), such portion shall thereafter constitute part of the PC Contribution Amount or Purchase Price as applicable will be adjusted as set forth in Section 2.2(b)Timberlands for all purposes of this Agreement.