Common use of Closing Terms Clause in Contracts

Closing Terms. (a) If Riverwood provides a Specified Notice of Election to purchase any Specified Acreage pursuant to Section 6.5 and the related Specified Transfer Notice was accompanied by a definitive Contract that had been executed and delivered by Plum Creek and the applicable Specified Entity, Riverwood and Plum Creek shall close such purchase in substantial accordance with the material economic terms of such Contract, subject to Sections 6.5(c) and 6.6. (b) If such Specified Transfer Notice was not so accompanied by such a definitive Contract, Riverwood and Plum Creek shall close such purchase of such Specified Acreage in substantial accordance with the material economic terms of the Transfer Offer, subject to Sections 6.5(c) and 6.6, and to the extent consistent therewith the following terms and conditions. The following terms and conditions shall also apply to the consummation of any purchase by Riverwood of any Notice Acreage pursuant to an exercise of any First Offer Right in respect thereof in accordance with Section 6.3, or of any Subject Property pursuant to an exercise of any Purchase Right in respect thereof in accordance with Section 6.4. Plum Creek shall, and cause any Former Affiliate to, comply with the following terms and conditions. (i) Riverwood shall pay one-half, and Plum Creek (or the Former Affiliate, as applicable) shall pay one-half, of all real estate and other similar transfer taxes on the deed or deeds given by Plum Creek (or the Former Affiliate, as applicable). Riverwood shall pay the costs of recording all documents to be recorded and all costs of examining and insuring title. Each party shall pay its own attorney's fees. There shall be a proration of any applicable ad valorem taxes. Each party shall pay all other expenses of the transaction incurred by it, including all brokers' commissions. (ii) Plum Creek (or the Former Affiliate, as applicable) shall convey the property to Riverwood by limited warranty deed, subject only to Permitted Exceptions (as defined below). In no event shall the property be subject to any deed to secure debt, or any mortgage, Lien or judgment, held by a person claiming by, through or under Plum Creek (or the Former Affiliate, as applicable). The obligation of Plum Creek (or the Former Affiliate, as applicable) to convey title to any property in accordance with this Section 6.7(b) shall not be affected by whether or not Riverwood examined title or gives any notice to Plum Creek with respect to title. If Riverwood notifies Plum Creek of the existence of any objections to Plum Creek's title other than the Permitted Exceptions, Plum Creek shall cause such objections to be cured prior to Closing (as defined below) or shall indemnify Riverwood against such items; provided, however, that Plum Creek's obligation to cure or indemnify hereunder shall be limited to the removal of any and all mortgages, deeds to secure debt and similar monetary Liens evidencing indebtedness of Plum Creek (or the Former Affiliate). Riverwood, at its expense, may obtain title insurance in connection with its purchase. The term "

Closing Terms. (a) If Riverwood provides a Specified Notice of Election to purchase any Specified Acreage pursuant to Section 6.5 and the related Specified Transfer Notice was accompanied by a definitive Contract that had been executed and delivered by Plum Creek and the applicable Specified Entity, Riverwood and Plum Creek shall close such purchase in substantial accordance with the material economic terms of such Contract, subject to Sections 6.5(c) and 6.6. (b) If such Specified Transfer Notice was not so accompanied by such a definitive Contract, Riverwood and Plum Creek shall close such purchase of such Specified Acreage in substantial accordance with the material economic terms of the Transfer Offer, subject to Sections 6.5(c) and 6.6, and to the extent consistent therewith the following terms and conditions. The following terms and conditions shall also apply to the consummation of any purchase by Riverwood of any Notice Acreage pursuant to an exercise of any First Offer Right in respect thereof in accordance with Section 6.3, or of any Subject Property pursuant to an exercise of any Purchase Right in respect thereof in accordance with Section 6.4. Plum Creek shall, and cause any Former Affiliate to, comply with the following terms and conditions. (i) Riverwood shall pay one-half, and Plum Creek (or the Former Affiliate, as applicable) shall pay one-half, of all real estate and other similar transfer taxes on the deed or deeds given by Plum Creek (or the Former Affiliate, as applicable). Riverwood shall pay the costs of recording all documents to be recorded and all costs of examining and insuring title. Each party shall pay its own attorney's fees. There shall be a proration of any applicable ad valorem taxes. Each party shall pay all other expenses of the transaction incurred by it, including all brokers' commissions. (ii) Plum Creek (or the Former Affiliate, as applicable) shall convey the property to Riverwood by limited warranty deed, subject only to Permitted Exceptions (as defined below). In no event shall the property be subject to any deed to secure debt, or any mortgage, Lien or judgment, held by a person claiming by, through or under Plum Creek (or the Former Affiliate, as applicable). The obligation of Plum Creek (or the Former Affiliate, as applicable) to convey title to any property in accordance with this Section 6.7(b) shall not be affected by whether or not Riverwood examined title or gives any notice to Plum Creek with respect to title. If Riverwood notifies Plum Creek of the existence of any objections to Plum Creek's title other than the Permitted Exceptions, Plum Creek shall cause such objections to be cured prior to Closing (as defined below) or shall indemnify Riverwood against such items; providedPROVIDED, howeverHOWEVER, that Plum Creek's obligation to cure or indemnify hereunder shall be limited to the removal of any and all mortgages, deeds to secure debt and similar monetary Liens evidencing indebtedness of Plum Creek (or the Former Affiliate). Riverwood, at its expense, may obtain title insurance in connection with its purchase. The term "Permitted Exceptions" means (X) any and all Permitted Encumbrances (as defined in the Asset Purchase Agreement) in existence immediately prior to the consummation of the closing of the transactions provided for in the Asset Purchase Agreement on the date hereof, (Y) liens and encumbrances incurred by Plum Creek (or the Former Affiliate, as applicable) in the ordinary course of its business consistent with Riverwood's current operation of the relevant property or with standard industry practice in the Region and (Z) other liens and encumbrances that in the aggregate do not materially impair the use or value of the Notice Acreage, Subject Property or Specified Acreage, as applicable.

Closing Terms. (a) If Riverwood provides a Specified Notice of Election to Tenant shall purchase any Specified Acreage Landlord's interest in the Premises pursuant to this Section 6.5 23 (or pursuant to any other provision of this Lease providing for purchase of Landlord's interest by Tenant), Landlord shall convey or cause to be conveyed title thereto, the state of which shall be as good as the state of title which existed in Landlord on the date on which the Term of this Lease commenced (subject to any divestment of Landlord's title if the purchase occurs following any Taking, or subject to the Material Title Defect if the purchase follows the occurrence thereof), and Tenant or its designee shall accept such title, subject, however, to (i) the related Specified Transfer Notice was accompanied condition of the Premises on the date of purchase, (ii) all charges, liens, security interests and encumbrances on the Premises and (iii) all applicable Legal Requirements, but free of the lien of any Mortgage and any charges, liens, security interests and encumbrances arising after the date on which the Term commenced resulting from acts of Landlord taken without the consent of Tenant. Upon the date fixed for purchase, Tenant shall, by a definitive Contract that had been executed and delivered by Plum Creek and wire transfer of immediately available funds, pay to Landlord, or as Landlord shall have directed, the purchase price applicable Specified Entity, Riverwood and Plum Creek shall close for such purchase together with all Minimum Rent, Additional Rent owing to Landlord and other sums then due and payable hereunder to and including such date of purchase, and there shall be delivered to Tenant a deed to or other conveyance of Landlord's interests in substantial accordance with the material economic terms of such Contract, subject Premises being sold to Sections 6.5(c) Tenant and 6.6. (b) If such Specified Transfer Notice was not so accompanied by such a definitive Contract, Riverwood and Plum Creek shall close such purchase of such Specified Acreage in substantial accordance with any other instruments necessary to convey the material economic terms of the Transfer Offer, subject to Sections 6.5(c) and 6.6title thereto, and to assign any other property then required to be assigned by Landlord pursuant to this Lease. Tenant shall pay all charges incident to such conveyance and assignment, including, without limitation, reasonable counsel fees, escrow fees, recording fees, title insurance premiums and all applicable Taxes (other than any income or franchise taxes of Landlord) which may be imposed by reason of or in connection with such conveyance and assignment and the extent consistent therewith delivery of said deed or conveyance and other instruments. Upon the following terms and conditions. The following terms and conditions shall also apply to the consummation completion of any purchase by Riverwood of any Notice Acreage pursuant to an exercise of any First Offer Right in respect thereof in accordance with Section 6.3, or of any Subject Property pursuant to an exercise of any Purchase Right in respect thereof in accordance with Section 6.4. Plum Creek shall, and cause any Former Affiliate to, comply with the following terms and conditions. but not prior thereto (i) Riverwood shall pay one-half, and Plum Creek (or the Former Affiliate, as applicable) shall pay one-half, of all real estate and other similar transfer taxes on the deed or deeds given by Plum Creek (or the Former Affiliate, as applicable). Riverwood shall pay the costs of recording all documents to be recorded and all costs of examining and insuring title. Each party shall pay its own attorney's fees. There shall be a proration of any applicable ad valorem taxes. Each party shall pay all other expenses of the transaction incurred by it, including all brokers' commissions. (ii) Plum Creek (or the Former Affiliate, as applicable) shall convey the property to Riverwood by limited warranty deed, subject only to Permitted Exceptions (as defined below). In no event shall the property be subject to any deed to secure debt, or any mortgage, Lien or judgment, held by a person claiming by, through or under Plum Creek (or the Former Affiliate, as applicable). The obligation of Plum Creek (or the Former Affiliate, as applicable) to convey title to any property in accordance with this Section 6.7(b) shall not be affected by whether or not Riverwood examined title any delay or gives any notice to Plum Creek failure in the completion of such purchase shall be the fault of Landlord), this Lease shall terminate, except with respect to title. If Riverwood notifies Plum Creek obligations and liabilities of the existence of any objections to Plum Creek's title other than the Permitted ExceptionsTenant hereunder, Plum Creek shall cause such objections to be cured actual or contingent, which have arisen on or prior to Closing (as defined below) or shall indemnify Riverwood against such items; provided, however, that Plum Creek's obligation to cure or indemnify hereunder shall be limited to the removal completion of any and all mortgages, deeds to secure debt and similar monetary Liens evidencing indebtedness of Plum Creek (or the Former Affiliate). Riverwood, at its expense, may obtain title insurance in connection with its purchase. The term ".