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TIMBERLAND
PURCHASE AND SALE AGREEMENT
FOR THE MORTON, LEWIS COUNTY, WASHINGTON
TIMBERLANDS
by and between
PLUM CREEK TIMBERLANDS, L.P.,
As Seller
and
POPE RESOURCES, A Delaware Limited
Partnership,
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As Purchaser
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Dated the ___ day of
December, 2003
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TIMBERLAND
PURCHASE AND SALE AGREEMENT
FOR THE MORTON, LEWIS COUNTY, WASHINGTON
TIMBERLANDS
THIS
AGREEMENT is made and entered into this ___ day of December, 2003,
by and among PLUM CREEK TIMBERLANDS, L.P., a Delaware limited
partnership, as successor by merger to Plum Creek Timber Company,
L.P., a Delaware limited partnership (“Seller”) whose
address is 999 Third Avenue, Suite 4300, Seattle, Washington 98104,
and POPE RESOURCES, A Delaware Limited Partnership whose address is
19245 Tenth Avenue Northeast, Poulsbo, Washington 98370-0239
(“Purchaser”).
Purchaser
desires to purchase from Seller and Seller desires to sell to
Purchaser approximately 3,297 acres of timberland and associated
property and assets located in the State of Washington, known as
the Morton, Lewis County, Washington Timberlands. In consideration
of the mutual covenants set forth in this Agreement, the receipt
and sufficiency of which are acknowledged, and subject to all terms
of this Agreement, the parties agree as follows:
1.
Purchase and Sale of Assets . Subject to the
contingencies and other terms and conditions contained herein,
Seller agrees to sell and Purchaser agrees to purchase the Assets
(as defined in Paragraph 1.6), as follows:
1.1
Timberlands . All
of Seller’s right, title and interest in and to certain real
property owned by Seller in Lewis County, Washington, as further
described on Exhibit “A” attached hereto and
incorporated herein by this reference (“Real
Property”), together with all other rights and interests
related or appurtenant thereto, including but not limited to all of
Seller’s right, title, and interest (i) in and to the
merchantable and unmerchantable timber, growing, lying, standing or
felled, timber interests and timber rights located on or
appurtenant to the Real Property; (ii) in and to any mineral, sand,
oil, gas, hydrocarbon substances and gravel and other hard rock
rights on and under the Real Property not previously severed by
Seller’s predecessors in interest; and (iii) in and to any
development rights, air rights, water, water rights, ditch and
ditch rights appurtenant to the Real Property (collectively, all
property described in this Paragraph 1.1 is herein called the
“Timberlands”).
1.2
Access Rights and Easements . All rights and interests of Seller in and to
any access rights, rights-of-way and easements appurtenant to or
benefiting the Timberlands and listed in Schedule 1.2
(“Access Rights and Easements”).
1.3
Maps and Records .
All records and information in Seller’s possession or control
used in connection with or pertaining to the Timberlands,
including, without limitation, Seller’s records and
information relating to timber inventories, timber management and
operations reports, records relating to title matters, current
agreements, roads, current easements and access rights, and
environmental conditions, maps, Road Maintenance and Abandonment
Plan, wildlife survey results, biological studies, open Forest
Practice Applications (including any FPAs where any reforestation
or other continuing forestland obligations remain uncompleted),
aerial photos, plans, drawings, specifications, renderings,
engineering studies, surveys, and electronic timber
inventory data solely concerning the
Timberlands (collectively, the “Maps and
Records”). The term “Maps and Records” shall
include all information, documents, records, maps, reports, due
diligence materials, including, without limitation, surveys, forest
management records, and wildlife and fisheries reports, received by
Seller from the State Department of Natural Resources
(“DNR”) in connection with Seller’s acquisition
of the Timberlands from the DNR in 2001.
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1.4
Assets . The
Timberlands, Access Rights and Easements and Maps and Records are
sometimes collectively referred to as the
“Assets.”
1.7
Possession . Purchaser shall be entitled to possession
of the Assets upon Closing.
2.
Purchase Price and Terms .
2.1
Purchase Price .
The purchase price for the Assets is Eight Million Five Hundred
Five Thousand Dollars (US$8,505,000) (“Purchase
Price”).
2.2
Earnest Money. Upon full execution hereof,
Purchaser shall place into the escrow with the Escrow Agent
(defined below) the amount of Two Hundred Fifty Thousand Dollars
(US$250,000), in cash or by wire transfer or otherwise immediately
available federal funds paid or delivered as earnest money (the
“Earnest Money”) in part payment of the Purchase Price
for the Assets. The Earnest Money shall be invested by Escrow Agent
in an interest-bearing account mutually acceptable to the parties,
with all interest earned thereon being for the account of
Purchaser. The Earnest Money shall be refunded to Purchaser if this
Agreement terminates for any reason other than Purchaser’s
failure to close without legal excuse. The Earnest Money shall
constitute Seller’s sole and exclusive remedy in the event
Purchaser fails to close this transaction without legal
excuse.
2.3
Payment of Purchase Price . At Closing, Purchaser shall
pay Seller in cash or by wire transfer or otherwise immediately
available federal funds the entire Purchase Price, of which the
Earnest Money receipted herein is a part. The value of the Access
Rights and Easements and Maps and Records is included in the value
allocated to the Timberlands, which is 100% of the Purchase
Price.
3.
Closing . Subject
to the provisions of Paragraph 14.1(h), Closing
(“Closing”) shall occur at the offices of Transnation
Title Insurance Company, 1200 Sixth Avenue, Seattle, Washington
98101 (“Escrow Agent”) on or before January 9, 2004,
unless such date is extended by written agreement of the
parties.
4.
Representations and Warranties of Seller
. Seller represents and warrants to
Purchaser that except as disclosed in a Schedule or Schedules
hereinafter described:
4.1
Organization .
Seller is a limited partnership duly organized and validly existing
under the laws of the State of Delaware.
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4.2
Good Standing .
Seller is qualified to do business in the State of
Washington.
4.3
Power and Authority for Transaction . Seller has the power and authority to execute,
deliver and perform this Agreement and the transactions
contemplated herein in accordance with the terms hereof.
4.4
Authorization .
The execution and delivery by Seller of this Agreement and the due
consummation of the transactions contemplated herein have been duly
and validly authorized by all necessary partnership actions on the
part of Seller and this Agreement constitutes a valid and legally
binding agreement of Seller.
4.5
No Violation or Conflicts . Neither the execution and delivery of this
Agreement by Seller nor the consummation by Seller of the
transactions contemplated herein (i) constitute a violation of
Seller’s certificate of limited partnership or limited
partnership agreement, or (ii) result in the breach of or the
imposition of any lien on any Assets pursuant to, or constitute a
material default under, any indenture or bank loan or credit
agreement or other agreement or instrument to which Seller is
a party or by which it or its property may be bound or affected.
Except for consents or approvals which will have been obtained or
actions which will have been taken on or prior to the Closing Date,
and except for consents, approvals, authorizations or actions
described in Paragraph 16.2 , no consent, approval,
authorization or action by any governmental authority, or any
person or entity having legal rights against or jurisdiction over
Seller, is required in connection with the execution and delivery
by Seller of this Agreement or the consummation by Seller of the
transactions contemplated herein.
4.6
No Defaults . To
Seller’s knowledge, the Access Rights and Easements are valid
and in full force and effect, and no event has occurred or is
claimed to have occurred which may render unenforceable or permit
the termination of any of the Access Rights and Easements. To
Seller’s knowledge, neither Seller nor, to Seller’s
knowledge, any other party thereto has breached or violated or is
claiming Seller has breached or violated any provision of, or is in
default or is claiming Seller is in default in any respect under,
the terms or conditions of any Access Right or Easement. Except as
disclosed on Schedule 1.2 , the Access Rights and Easements
are assignable to Purchaser without consent.
4.7
Condemnation Proceedings . Subject to Paragraph 14.1(e), no condemnation
proceeding is pending or, to the knowledge of Seller, threatened
which affects or could reasonably be expected to affect the
Timberlands.
4.8
Environmental Matters . To Seller’s knowledge, Seller warrants
that:
(a)
the Timberlands are not nor have they at any time been used for or
suffered the generation, transportation, management, handling,
treatment, storage, manufacture, emission disposal, release or
deposit of any hazardous substances or fill or other material
containing hazardous substances in material violation of applicable
laws;
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(b)
there are no underground storage tanks on the
Timberlands;
(c)
Seller has not received written notification from any third party,
including, but not limited to, any governmental agency, alleging
that Seller, with respect to the management and operations of the
Timberlands, and/or the Timberlands are not materially in
compliance with, may require remediation under, or be subject to
liability under applicable environmental laws; and
(d)
there are no hazardous substances in, on or under the Timberlands
or any part thereof that are in violation of applicable
environmental laws except for such violations as would not
(individually or in the aggregate) be material.
Except
as to matters covered by Seller’s warranty set forth in this
Paragraph 4.8, Purchaser releases Seller from all costs, losses,
liabilities, obligations and claims, of any nature whatsoever,
known and unknown, that Purchaser may have against Seller or that
may arise after the date of Closing based in whole or in part upon
(i) Seller’s failure to comply with any environmental laws
applicable to the Timberlands; or (ii) the presence, release or
disposal of any hazardous substance, solid waste, or any other
environmental contamination on, within, or from the Timberlands
before, as of, or after the Closing Date. The above-referenced
release does not cover or apply to any statutory or common law
claim for contribution or indemnity that may arise to the extent
Purchaser suffers any liabilities or obligations from future claims
of any governmental agency arising out of (i) or (ii) above, or any
claims, costs, losses, liabilities, or obligations arising out of
the activities of Seller or its agents, contractors or employees
on, in, under or about the Timberlands after the Closing Date. As
used herein, the term “environmental laws” shall mean
all applicable federal, state or local laws, rules, regulations,
governmental permits or other binding determinations of any
governmental authority relating to or addressing the environment,
including, without limitation, the Comprehensive Environmental
Response, Compensation and Liability Act, as amended
(“CERCLA”), and the Resource Conservation and Recovery
Act, as amended (“RCRA”), the Toxic Substances Control
Act, as amended (“TSCA”), the Clean Water Act, as
amended (“CWA”), the Clean Air Act, as amended
(“CAA”), and the Oil Pollution Control Act of 1990, as
amended (“OPA”). As used herein, the terms
“hazardous substance” and “release” (as it
relates to the release of hazardous substances as opposed to the
release of claims) have the meanings specified in CERCLA and the
terms “solid waste” and “disposal” (or
“disposed”) have the meanings specified in RCRA. If
either CERCLA or RCRA is amended to broaden the meaning of any term
defined thereby, the broader meaning shall apply to this Paragraph
4.8 after the effective date of the amendment. Moreover, to the
extent that Washington law establishes a meaning for
“hazardous substance,” “release,”
“solid waste,” or “disposal” that is
broader than that specified in either CERCLA or RCRA, the broader
meaning shall apply.
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4.9
Suits, Actions or Proceedings . There is (i) no court or administrative
decision, permit, moratorium, judgment or order against
Seller or specifically involving the Timberlands which
materially and adversely affects the value of the Timberlands or
the operations of the Timberlands as they are currently being
operated; and (ii) no legal, administrative or other suit, action,
proceeding or arbitration, or governmental investigation pending
or, to the knowledge of Seller, threatened against Seller or
specifically involving the Timberlands which would reasonably be
expected to materially and adversely affect the value of the
Timberlands or the operations of the Timberlands as they are
currently being operated. There is no suit, action, claim,
arbitration or other proceeding pending, or to the knowledge of
Seller, threatened before any court or governmental agency, which
may result in the restraint or prohibition of the consummation of
the transactions contemplated by this Agreement.
4.10
Broker Fees .
Seller has engaged Forestland Marketing /Troy Dana/Mike Flanagan
(collectively, “Broker”) as its broker, agent or finder
with respect to this transaction, and Seller shall pay Broker at
Closing all brokerage fees, agents’ commissions and/or
finders’ fees owed to Broker in connection with the
transaction contemplated herein. Purchaser shall have no liability
or obligation to pay Broker any commissions or fees. Purchaser and
Seller each represent and warrant to the other that no other
broker, agent or finder, licensed or otherwise has been engaged by
it, respectively, in connection with the transaction contemplated
by this Agreement. In the event of any such claim for
broker’s, agent’s or finder’s fee or commission
for any broker, agent or finder other than the Broker in connection
with the negotiation, execution or consummation of this
transaction, the party upon whose alleged statement, representation
or agreement such claim or liability arises shall indemnify, hold
harmless and defend the other party from and against such claim and
liability, including without limitation, reasonable
attorney’s fees and court costs. Purchaser and Seller
acknowledge that the representations and warranties contained in
this Paragraph shall survive the Closing.
4.11
Compliance .
Seller has not received written notification from any governmental
agency alleging that the Timberlands or the use or condition
thereof are not presently in compliance with applicable laws
and Seller has no knowledge of any such violations relating to
the Timberlands or the use or condition thereof. To Seller’s
knowledge, Seller maintains the Assets in material compliance with
all applicable laws, ordinances, codes, permits, approved Forest
Practices Applications, and regulations. Seller has not engaged in
any timber harvest operations on the Timberlands since September
29, 2003.
4.12
Marketable Title .
Seller has good and marketable title to the Assets and at Closing
such Assets will be free and clear of all liens, security
interests, charges and encumbrances except, in the case of the
Timberlands, Permitted Exceptions defined in Paragraph 7(c)
.
4.13
Unrecorded Encumbrances; Ongoing Rights . There is
currently and shall prior to Closing be no timber cutting or
harvesting activity on or removal of any timber from the
Timberlands. Except for the Forest Practice Application disclosed
in Schedule 4.13 , the Timberlands are not subject to any
contracts, leases, cutting rights, logging, stumpage or other
agreements, timber contracts or deeds, licenses, restrictive
covenants, Forest Practice Applications, permits, tenancies,
easements or reservations except those encumbrances of public
record. Seller warrants that it shall not sell, mortgage or
otherwise transfer the Assets or any portion thereof or interest
therein, or modify, waive any rights under or terminate
any Access Rights and Easements, breach or violate any terms
or conditions in any Access Rights and Easements, or enter
into any agreements, create any liens, claims, restrictions or
encumbrances, or grant any rights or interests in or pertaining to
the Assets or release or terminate any existing rights benefiting
the Assets without the prior written consent of Purchaser, which
shall not be unreasonably withheld. Seller has provided Purchaser
with a copy of the FPA listed on Schedule 4.13
.
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4.14
No Adverse Claims . Except as to matters of public record, to
Seller’s knowledge, the Timberlands are not subject to any
rights of persons in possession or persons making use thereof which
would reasonably be expected to have a material adverse effect on
the value of the Timberlands, nor has Seller received any notice
that that the Timberlands are subject to any claim of adverse
possession or prescriptive easement.
4.15 ESA
. To Seller’s knowledge, there are no (i) endangered or
threatened species (as defined or listed under federal law) nor any
nesting site(s) or habitat of or waterways containing any such
species located on or proximate to the Timberlands, or (ii) areas
of the Timberlands within any “owl circles,” which
would materially and adversely affect the harvesting of the timber
on the Timberlands.
4.16 Tribal
Rights . Seller has not received written notice from any
aboriginal or Native American tribe (or representative thereof) of
any rights or claims of such tribe that relate to the
Timberlands.
4.17 Timber
Harvest Obligations . Except for approximately 65 acres
located within the Timberlands in the area shown on the map
attached hereto as Exhibit “B” for which an
obligation remains to plant, (i) all timber harvest excise taxes,
costs and liabilities associated with any prior harvesting and
removal of timber or other natural resources from the Timberlands
have been fully paid, and (ii) all other liabilities and
obligations arising out of the use, ownership or possession of the
Timberlands (including, without limitation, the removal of timber
or other natural resources) prior to Closing will be fully paid and
performed by Seller on or before Closing.
5.
Representations and Warranties of Purchaser
. Purchaser represents and warrants
to Seller that:
5.1
Organization . Purchaser is a limited partnership duly
organized and validly existing under the laws of the State of
Delaware, and has the partnership power to enter into this
Agreement and to carry out the transactions contemplated herein in
accordance with the terms hereof.
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5.2.
Authorization; No Violation or Conflicts . The execution
and delivery of this Agreement by Purchaser and the due
consummation of the transactions contemplated herein have been duly
and validly authorized by all necessary partnership action on the
part of Purchaser, and this Agreement constitutes a valid and
legally binding agreement of Purchaser. Neither the execution and
delivery of this Agreement by Purchaser nor the consummation by
Purchaser of the transactions contemplated herein constitute a
violation of Purchaser’s agreement of limited partnership or
other organizational documentation or agreements or result in the
breach of, or the imposition of any lien on any assets of Purchaser
pursuant to, or constitute a default under, any indenture or bank
loan or credit agreement, or other agreement or instrument to which
Purchaser is a party or by which it or any of its properties may be
bound or affected. Except for consents, approvals, or
authorizations which will have been obtained or actions which will
have been taken on or prior to the Closing Date, no consent,
approval, authorization or action by any governmental authority or
any person or entity having legal rights against or jurisdiction
over Purchaser is required in connection with the execution and
delivery by Purchaser of this Agreement or for consummation by
Purchaser of the transactions contemplated herein.
5.3
Broker Fees .
Purchaser has not employed any broker, agent or finder, or incurred
any liability for any brokerage fees, agents’ commissions or
finders’ fees, in connection with the transactions
contemplated herein.
5.4
Suits, Actions or Proceedings . Purchaser has no knowledge of any suit,
action, arbitration or other proceeding pending before any court or
governmental agency, which may result in the restraint or
prohibition of the consummation of the transactions contemplated by
this Agreement.
6.
Survival; Cushion Against Claims; Knowledge;
Materiality .
6.1
Survival . The
respective representations and warranties of Seller and Purchaser
contained herein or in any Schedule, certificate or other
instrument delivered by or on behalf of such party pursuant to this
Agreement, including the environmental matters set forth in
Paragraph 4.8 , shall survive the Closing for a period of
twelve (12) months and thereafter shall expire and terminate, and
each party shall be forever released from liability to the other
based upon such representations and warranties except as to matters
for which notice has been given by a party of the inaccuracy or
breach of any representation or warranty on or prior to such
termination date. The representations and warranties of Seller
contained in Paragraph 4.12 and in any deeds or assignment
instruments transferring the Assets shall not be subject to the
terms of this Paragraph 6.1 .
6.2
Seller’s Knowledge Defined . “Knowledge” as used in this
Agreement with respect to the Seller shall mean actual current
knowledge (as opposed to constructive or imputed knowledge) of the
fact or matter in question by any officer of the Seller or by David
Crooker; Michael Yeager, Director Land Management, Lee Spencer,
Resources Manager, and Gregg Lewis, Forester.
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6.3
Materiality Defined . “Material” or
“materiality” or “materially” or
“materially and adversely affect” as used in this
Agreement with respect to Seller shall mean a claim, encumbrance or
occurrence (including without limitation a breach of warranty or
violation by Seller) that could lessen the value of the Assets by,
or cause damages of, at least $25,000.00.
7.
Condition of Title and Title Insurance
.
(a) As of the date of closing, title to the Timberlands
is to be free of all encumbrances or defects except those listed in
the preliminary commitments for title insurance deemed to be
Permitted Exceptions as described below. Monetary encumbrances and
any encumbrances arising after the date of this Agreement not
caused by or approved in writing by Purchaser shall not be deemed
to be Permitted Exceptions and shall be discharged by Seller and be
paid from Seller’s funds at Closing. The following shall not
be deemed encumbrances or defects and shall be deemed to be
Permitted Exceptions: rights reserved in federal patents or
state deeds, building or use restrictions consistent with current
zoning, and rights previously reserved for minerals, metals
and ores of every kind and nature (excluding sand, rock and
gravel), and previously reserved rights for oil, gas and other
hydrocarbons.
(b) At
closing, Seller shall, at Seller’s expense, cause the
Transnation Title Insurance Company to furnish to Purchaser a
standard form ALTA Owner’s or Purchaser’s Policy of
Title Insurance (policy form 1970-B or other available form
approved by Purchaser) in the amount of the Purchase Price for the
Timberlands insuring the title to the Timberlands in Purchaser,
subject only to the Permitted Exceptions and any liens or
encumbrances suffered or incurred by Purchaser (“Title
Policy”). Purchaser shall be entitled to obtain at closing,
at Purchaser’s cost, such special endorsements to the Title
Policy as Purchaser may reasonably request.
(c) Seller
has provided a copy of the preliminary commitments for title
insurance for the Timberlands, together with copies of the
exception documents referenced therein. Purchaser shall have until
close of business on the date that is ten (10) business days after
the date of mutual execution and delivery of this Agreement to
notify Seller of any objections Purchaser has to any matters shown
or referred to in the title commitments. Any title encumbrances or
exceptions that are set forth in the title commitments to which
Purchaser does not object during the period specified, except the
encumbrances that Seller is required to remove under Paragraph
7(a) above, shall be deemed to be permitted exceptions to the
status of Seller’s title (the “Permitted
Exceptions”). With regard to items to which Purchaser does
object within the period specified, Seller shall attempt to cure
and remove such items prior to Closing. If Seller is unable or
fails to cure or remove such items by the date that is five (5)
days after the date Purchaser gives notice of such objection,
Seller shall notify Purchaser thereof by the expiration of such
5-day period, and Purchaser may either waive its objection and
proceed with closing, or terminate this Agreement by written notice
to Seller no later than the date that is five (5) days after the
date Purchaser receives such notice from Seller (or if Seller is
unable or fails to timely cure or remove such items or give such
notice to Purchaser, no later than ten (10) days after Purchaser
gives its notice of objection). If Purchaser fails to give such
notice to Seller within the time specified, the objection(s) shall
be deemed waived by the Purchaser. If any supplements to any of the
title commitments are issued after the date of this Agreement,
Purchaser shall have until the later of (i) the expiration of the
initial ten (10) business day title review period, or (ii) five (5)
business days after receipt of such supplement, to notify Seller of
Purchaser’s objection to any such matters shown therein, and
if such notice is not given within such period, Purchaser shall be
deemed to have accepted such matters, except the encumbrances that
Seller is required to remove under Paragraph 7(a) above, as
Permitted Exceptions. If Seller is unable or fails to cure or
remove such items by the required date for Closing, Seller shall
notify Purchaser thereof at least two (2) business days prior to
such required date for Closing, and Purchaser may either waive its
objection thereto and proceed with closing, or terminate this
Agreement by written notice to Seller no later than the required
date for Closing.
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8.
Condition of Property; Subsequent Acts
.
8.1
Limitation on Representations . Purchaser agrees that neither Seller nor its
agents, officers, employees or assigns shall be held to any
covenant or representation respecting the condition of the
Timberlands or any improvements thereon, nor shall Purchaser or
Seller or the assigns of either be held to any covenant or
agreement for alterations, improvements or repairs unless the
covenant, representation or agreement relied on is contained herein
or expressly or impliedly in the deeds or instruments transferring
any of the Assets or is in writing and attached to and made a part
of this Agreement.
8.2
Limitation of Warranties . Except for the representations and warranties
made in this Agreement or contained, expressly or impliedly, in the
deeds or instruments transferring any of the Assets, Purchaser
specifically acknowledges and agrees that (i) Seller does not make
any representations or warranties of any kind whatsoever, either
express or implied, with respect to the Timberlands; and (ii) the
Timberlands are sold to Purchaser in an “AS IS” and
“WITH ALL FAULTS” condition as of the Closing Date,
including without limitation the stability of soils, suitability
for any construction or development, encroachment or boundary
questions, drainage, availability of utilities, zoning, quantity,
quality, acreage, access and similar matters. Purchaser assumes the
risk that adverse physical conditions may not have been revealed by
its investigation. The limitations and “AS IS”
provisions of this Paragraph 8.2 specifically do not apply
to the express exceptions to the release granted to Seller in
Paragraph 4.8 hereof.
9.
Liabilities Not Assumed . Except for obligations under the Access Rights
and Easements arising from and after Closing, and as otherwise
expressly set forth in this Agreement, Purchaser shall not assume
or be responsible for any liabilities of Seller.
10. Access
Rights and Easements .
At Closing, Seller shall
assign, to the extent assignable, and, subject to the terms of
Paragraph 16.2 below, Purchaser shall assume the Access
Rights and Easements listed on Schedule 1.2 pursuant to an
executed blanket assignment in the form of Schedule 10
hereto. Seller has provided copies of the Access Rights and
Easements to Purchaser.
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11.
Access to
Information . Upon
full execution hereof, Seller will permit Purchaser to have
reasonable access to the Timberlands and to the Maps and Records,
whether located in Seller’s Seattle office or elsewhere,
provided, however, that any such access must be coordinated through
Michael Yeager in Seller’s Seattle office. Seller shall
provide Purchaser with access to all other materials reasonably
requested by Purchaser. Purchaser and its employees, agents and
consultants shall have the right, at Purchaser’s sole cost
and expense, to enter onto the Timberlands prior to Closing to
conduct such inspections of the Assets, document reviews, and tests
as Purchaser deems reasonable; provided, however, that such access
must be coordinated through Michael Yeager in Seller’s
Seattle office.
12.
Confidentiality; Public Announcements; Return of
Information . Subject
to the provisions of Paragraph 12.3 below:
12.1
Neither
Seller nor Purchaser shall disclose the content or substance of
this Agreement to any individual, firm, partnership, corporation,
entity, governmental authority, or other party except advisors,
agents, lenders and representatives assisting each respective party
in connection with this transaction, and except government agencies
and other third parties to whom notice must be given or from whom
consent must be obtained in order to complete the transactions
described herein, until such disclosure is agreed upon in writing
and then only to accomplish the consents and approvals required
hereunder.
12.2
No
press releases or other public statements concerning this Agreement
or the transactions contemplated hereby shall be made by either
party without the prior written approval of the other, provided
such approval shall not be unreasonably withheld or delayed;
provided further that the parties shall cooperate in good faith
with respect to issuing a joint press release at or prior to
Closing. Seller acknowledges that this transaction constitutes a
“material transaction” for Purchaser with respect to
disclosure requirements and Purchaser’s press release will
include disclosure of the Purchase Price. Seller agrees that upon
the full execution of this Agreement, Purchaser may issue a press
relea
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