Common use of Purchase Price; Assumed Liabilities Clause in Contracts

Purchase Price; Assumed Liabilities. If Purchaser timely exercises the Option, the purchase price (subject to adjustment as provided herein, hereinafter referred to as the “Purchase Price”) to be paid by Purchaser for the Property shall be THIRTY EIGHT MILLION TWO HUNDRED EIGHTY FOUR THOUSAND FOUR HUNDRED NINETY AND 09/100 DOLLARS ($38,284,490.09), and shall be payable to Seller by wire transfer of immediately available funds at the date of Closing to an account designated by Seller. The purchase and sale pursuant to this Agreement is not based on a per-acre price and the Purchase Price shall not be subject to adjustment if the acres within the Property are more or less than the above-stated numbers of acres. The Purchase Price shall be allocated between the Personal Property and the Real Property as set forth on attached Exhibit K. Any subsequent adjustment to the Purchase Price under this Agreement shall be deemed an adjustment to the amount allocated to the Real Property. The portion of the Purchase Price which is allocated to the Real Property pursuant to Exhibit K (as such allocation may be subsequently adjusted pursuant to this Agreement) shall be used as the consideration required to be stated on the face of the Deed. As additional consideration for the purchase and sale transaction contemplated by this Agreement, Purchaser shall assume from Seller at Closing: (a) all liabilities and obligations of Seller arising on or after the Closing Date (as defined herein) under easements and other matters of record affecting the Real Property which impose obligations on the owner thereof and under the Unrecorded Encumbrances (as defined herein) other than (i) the Timber Cutting Agreements set forth on Exhibit D (the “Timber Cutting Agreements”, which Timber Cutting Agreements are being retained by Seller), and (ii) any Seed Orchard Agreements (as defined in Section 39 below) which are not assigned to Purchaser at Closing; and (b) all Continuing Obligations as defined in Section 36 below (collectively, the “Assumed Liabilities”).

Purchase Price; Assumed Liabilities. Section 2 of the Option Agreement is amended and restated in its entirety as follows: “If Purchaser timely exercises the Option, the purchase price (subject to adjustment as provided herein, hereinafter referred to as the “Purchase Price”) to be paid by Purchaser for the Property shall be THIRTY EIGHT NINE MILLION TWO THREE HUNDRED EIGHTY FOUR SEVENTY-SIX THOUSAND FOUR FIVE HUNDRED NINETY EIGHTY-FIVE AND 09/100 17/100 DOLLARS ($38,284,490.0939,376,585.17) (after giving effect to the increase in price for the Second Option Payment, Third Option Payment and Fourth Option Payment), and shall be payable to Seller by wire transfer of immediately available funds at the date of Closing to an account designated by Seller. The purchase and sale pursuant to this Agreement is not based on a per-acre price and the Purchase Price shall not be subject to adjustment if the acres within the Property are more or less than the above-stated numbers of acres. The Purchase Price shall be allocated between the Personal Property and the Real Property as set forth on attached Exhibit K. Any subsequent adjustment to the Purchase Price under this Agreement shall be deemed an adjustment to the amount allocated to the Real Property. The portion of the Purchase Price which is allocated to the Real Property pursuant to Exhibit K (as such allocation may be subsequently adjusted pursuant to this Agreement) shall be used as the consideration required to be stated on the face of the Deed. As additional consideration for the purchase and sale transaction contemplated by this Agreement, Purchaser shall assume from Seller 97967387.8 0067129-00001 at Closing: (a) all liabilities and obligations of Seller arising on or after the Closing Date (as defined herein) under easements and other matters of record affecting the Real Property which impose obligations on the owner thereof and under the Unrecorded Encumbrances (as defined herein) other than (i) the Timber Cutting Agreements set forth on Exhibit D (the “Timber Cutting Agreements”, which Timber Cutting Agreements are being retained by Seller), and (ii) any Seed Orchard Agreements (as defined in Section 39 below) which are not assigned to Purchaser at Closing; and (b) all Continuing Obligations as defined in Section 36 below (collectively, the “Assumed Liabilities”).”

Purchase Price; Assumed Liabilities. If Purchaser timely exercises the Option, the purchase price (subject to adjustment as provided herein, hereinafter referred to as the “Purchase Price”) to be paid by Purchaser for the Property shall be THIRTY TWENTY-FIVE MILLION THREE HUNDRED NINETY-EIGHT MILLION TWO HUNDRED EIGHTY FOUR THOUSAND FOUR HUNDRED NINETY SEVENTY-FOUR AND 09/100 45/100 DOLLARS ($38,284,490.0925,398,474.45), and shall be payable to Seller by wire transfer of immediately available funds at the date of Closing to an account designated by Seller. The purchase and sale pursuant to this Agreement is not based on a per-acre price and the Purchase Price shall not be subject to adjustment if the acres within the Property are more or less than the above-stated numbers of acres. The Purchase Price shall be allocated between the Personal Property and the Real Property as set forth on attached Exhibit K. Any subsequent adjustment to the Purchase Price under this Agreement shall be deemed an adjustment to the amount allocated to the Real Property. The portion of the Purchase Price which is allocated to the Real Property pursuant to Exhibit K (as such allocation may be subsequently adjusted pursuant to this Agreement) shall be used as the consideration required to be stated on the face of the Deed. As additional consideration for the purchase and sale transaction contemplated by this Agreement, Purchaser shall assume from Seller at Closing: (a) all liabilities and obligations of Seller arising on or after the Closing Date (as defined herein) under easements and other matters of record affecting the Real Property which impose obligations on the owner thereof and under the Unrecorded Encumbrances (as defined herein) other than (i) the Timber Cutting Agreements set forth on Exhibit D (the “Timber Cutting Agreements”, which Timber Cutting Agreements are being retained by Seller), and (ii) any Seed Orchard Agreements (as defined in Section 39 below) which are not assigned to Purchaser at Closing; and (b) all Continuing Obligations as defined in Section 36 below (collectively, the “Assumed Liabilities”).

Purchase Price; Assumed Liabilities. If Purchaser timely exercises The last sentence of Section 2 of the Option, the purchase price (subject to adjustment as provided herein, hereinafter referred to as the “Purchase Price”) to be paid by Purchaser for the Property shall be THIRTY EIGHT MILLION TWO HUNDRED EIGHTY FOUR THOUSAND FOUR HUNDRED NINETY AND 09/100 DOLLARS ($38,284,490.09), and shall be payable to Seller by wire transfer of immediately available funds at the date of Closing to an account designated by Seller. The purchase and sale pursuant to this Option Agreement is not based on a per-acre price amended and the Purchase Price shall not be subject to adjustment if the acres within the Property are more or less than the above-stated numbers of acres. The Purchase Price shall be allocated between the Personal Property and the Real Property restated in its entirety as set forth on attached Exhibit K. Any subsequent adjustment to the Purchase Price under this Agreement shall be deemed an adjustment to the amount allocated to the Real Property. The portion of the Purchase Price which is allocated to the Real Property pursuant to Exhibit K (as such allocation may be subsequently adjusted pursuant to this Agreement) shall be used as the consideration required to be stated on the face of the Deed. follows: “As additional consideration for the purchase and sale transaction contemplated by this Agreement, Purchaser shall assume from Seller at Closing: (a) all liabilities and obligations of Seller arising on or after the Closing Date (as defined herein) under easements and other matters of record affecting the Real Property which impose obligations on the owner thereof and under the Unrecorded Encumbrances (as defined herein) other than (i) ), including but not limited to the Timber Cutting Agreements set forth on Exhibit D (the “Timber Cutting Agreements”, which Timber Cutting Agreements are being retained by Seller), and (ii) any Seed Orchard Agreements (as defined in Section 39 below) which are not assigned to Purchaser at Closing; and (b) all Continuing Obligations as defined in Section 36 below (collectively, the “Assumed Liabilities”).” SGR/19101367.4 97955353.4 0067129-00001 b. Closing. Section 4(b)(i) of the Option Agreement is amended and restated in its entirety to read as follows: “one or more (at Purchaser’s election) Statutory Special Warranty Deeds (warranting only against the claims of persons claiming by, through or under Seller) for each county in which the Real Property is located, in the form of Exhibit B attached hereto, and subject only to the Unrecorded Encumbrances and the Permitted Encumbrances (both as hereinafter defined) and further excepting from Seller’s warranties contained in such deed(s) those certain matters affecting Seller’s title set forth on attached Exhibit C (collectively, the “Deed”). The legal description of the Real Property to be contained in the Deed shall be the legal description of the Real Property as set forth on Exhibit A attached hereto and hereby made a part hereof (as the same description may have been modified in connection with the Title Commitment or any Update thereto);” c.