Common use of Consents and Governmental Approvals Clause in Contracts

Consents and Governmental Approvals. (a) Subject to Section 1.05(c), to the extent that the assignment, transfer, conveyance or delivery of any Transferred REB Asset to WRECO or a WRECO Subsidiary or of any Transferred Excluded Asset to Weyerhaeuser or a Weyerhaeuser Subsidiary (other than WRECO or any WRECO Subsidiary) in connection with the REB Transfers would constitute a violation of applicable Law, or would require a Consent or Governmental Approval that has not been obtained or made prior to the REB Transfer Time, then the assignment, transfer, conveyance or delivery of such Transferred REB Asset or Transferred Excluded Asset (collectively, the “Delayed Transfer Assets”) will automatically be deferred, and no such assignment, transfer, conveyance or delivery will occur, until all legal impediments are removed or such Consents or Governmental Approvals have been obtained or made with respect to the applicable Delayed Transfer Assets. Notwithstanding such deferral of the assignment, transfer, conveyance and delivery of the Delayed Transfer Assets, any Delayed Transfer Asset will still be considered an REB Asset or Excluded Asset, as the case may be, and from the REB Transfer Time until the consummation of assignment, transfer, conveyance and delivery of such Delayed Transfer Asset, Weyerhaeuser or the applicable Weyerhaeuser Subsidiary (other than WRECO or any WRECO Subsidiary) shall hold any Transferred REB Assets that are Delayed Transfer Assets in trust for the use and benefit, insofar as reasonably practicable, of WRECO or the applicable WRECO Subsidiary at the sole expense of WRECO or the applicable WRECO Subsidiary, and WRECO or the applicable WRECO Subsidiary shall hold any Transferred Excluded Assets that are Delayed Transfer Assets in trust for the use and benefit, insofar as reasonably practicable, of Weyerhaeuser or the applicable Weyerhaeuser Subsidiary (other than WRECO or any WRECO Subsidiary) at the sole expense of Weyerhaeuser or the applicable Weyerhaeuser Subsidiary. Weyerhaeuser shall use commercially reasonable efforts to develop and implement arrangements to place WRECO and the WRECO Subsidiaries and Weyerhaeuser and the Weyerhaeuser Subsidiaries (other than WRECO and the WRECO Subsidiaries), as the case may be, insofar as reasonably practicable, in the same position as if the Delayed Transfer Assets had been assigned, transferred, conveyed and delivered and so that all the benefits and burdens relating to such Delayed Transfer Assets, including possession, use, risk of loss, potential for gain, and dominion, control and command over such asset, inure from and after the REB Transfer Time to WRECO and the WRECO Subsidiaries, in the case of Transferred REB Assets that are Delayed Transfer Assets, or to Weyerhaeuser and the Weyerhaeuser Subsidiaries (other than WRECO and the WRECO Subsidiaries), in the case of Transferred Excluded Assets that are Delayed Transfer Assets. If and when the legal impediments, Consents or Governmental Approvals, the presence or the absence of which caused the deferral of the assignment, transfer, conveyance and delivery of any Delayed Transfer Assets pursuant to this Section 1.05(a), are removed, obtained or made, as the case may be, the assignment, transfer, conveyance and delivery of the applicable Delayed Transfer Asset shall be promptly effected in accordance with the terms of this Agreement and the other applicable Transaction Documents, without the payment of additional consideration. On the Closing Date, Weyerhaeuser shall use its reasonable best efforts to deliver to Parent (for information purposes only) a schedule setting forth all material Delayed Transfer Assets existing as of the Closing Date.

Consents and Governmental Approvals. (a) Subject Notwithstanding anything in this Agreement or the other Transaction Documents to Section 1.05(c)the contrary, to the extent that the assignment, transfer, conveyance or delivery of any Transferred REB JV Asset to WRECO or a WRECO Subsidiary or of any Transferred Excluded Asset to Weyerhaeuser or a Weyerhaeuser Subsidiary (other than WRECO or any WRECO Subsidiary) the Company in connection with the REB JV Transfers would constitute a violation of applicable Applicable Law, or would require a Consent or Governmental Approval that has not been obtained or made prior to the REB JV Transfer Time, then the assignment, transfer, conveyance or delivery of such Transferred REB Asset or Transferred Excluded JV Asset (collectively, the “Delayed Transfer Assets”) will shall automatically be deferred, and no such assignment, transfer, conveyance or delivery will occur, until all legal impediments are removed or such Consents or Governmental Approvals have been obtained or made with respect to the applicable Delayed Transfer Assets. Notwithstanding such deferral of the assignment, transfer, conveyance and delivery of the Delayed Transfer Assets, any Delayed Transfer Asset will still be considered an REB Asset or Excluded a JV Asset, as the case may be, and from the REB JV Transfer Time until the consummation of assignment, transfer, conveyance and delivery of such Delayed Transfer Asset, Weyerhaeuser or the applicable Weyerhaeuser AGA Subsidiary (other than WRECO or any WRECO Subsidiary) shall hold any Transferred REB JV Assets that are Delayed Transfer Assets in trust for the use and benefit, insofar as reasonably practicable, of WRECO or the applicable WRECO Subsidiary at the sole expense of WRECO or the applicable WRECO SubsidiaryCompany, and WRECO or the applicable WRECO Subsidiary shall hold any Transferred Excluded Assets that are Delayed Transfer Assets in trust for the use and benefit, insofar as reasonably practicable, of Weyerhaeuser or the applicable Weyerhaeuser Subsidiary fifty percent (other than WRECO or any WRECO Subsidiary50%) at the sole expense of Weyerhaeuser or the applicable Weyerhaeuser Subsidiary. Weyerhaeuser shall use commercially reasonable efforts to develop Company and implement arrangements to place WRECO and fifty percent (50%) at the WRECO Subsidiaries and Weyerhaeuser and the Weyerhaeuser Subsidiaries (other than WRECO and the WRECO Subsidiaries), as the case may be, insofar as reasonably practicable, in the same position as if the Delayed Transfer Assets had been assigned, transferred, conveyed and delivered and so that all the benefits and burdens relating to such Delayed Transfer Assets, including possession, use, risk expense of loss, potential for gain, and dominion, control and command over such asset, inure from and after the REB Transfer Time to WRECO and the WRECO Subsidiaries, in the case of Transferred REB Assets that are Delayed Transfer Assets, or to Weyerhaeuser and the Weyerhaeuser Subsidiaries (other than WRECO and the WRECO Subsidiaries), in the case of Transferred Excluded Assets that are Delayed Transfer AssetsSeller. If and when the legal impediments, Consents or Governmental Approvals, the presence or the absence of which caused the deferral of the assignment, transfer, conveyance and delivery of any Delayed Transfer Assets pursuant to this Section 1.05(a), 1.04 are removed, obtained or made, as the case may be, the assignment, transfer, conveyance and delivery of the applicable Delayed Transfer Asset shall be promptly effected in accordance with the terms of this Agreement and the other applicable Transaction Documents, without the payment of additional consideration. On the Closing Date, Weyerhaeuser shall use its reasonable best efforts to deliver to Parent (for information purposes only) a schedule setting forth all material Delayed Transfer Assets existing as of the Closing Date.

Consents and Governmental Approvals. (a) Subject Notwithstanding anything in this Agreement or the other Transaction Documents to Section 1.05(c)the contrary, to the extent that (i) the assignment, transfer, conveyance or delivery of any Transferred REB NA Asset to WRECO or a WRECO Subsidiary Transferred Group Member or of any Transferred Excluded Asset to Weyerhaeuser Parent or a Weyerhaeuser Parent Subsidiary (other than WRECO any Transferred Group Member) or (ii) the assumption of any WRECO Subsidiary) Assumed NA Liability by a Transferred Group Member or of any Assumed Excluded Liability by Parent or a Parent Subsidiary (other than any Transferred Group Member), in each case in connection with the REB Pre-Closing Transfers would constitute a violation of applicable Law, or would require a Consent or Governmental Approval that has not been obtained or made prior to the REB Transfer TimeClosing, then the assignment, transfer, conveyance or delivery of such Transferred REB NA Asset or Transferred Excluded Asset or the assumption of such Assumed NA Liability or Assumed Excluded Liability (collectively, the “Delayed Transfer Assets/Liabilities”) will automatically be deferred, and no such assignment, transfer, conveyance or delivery or assumption, as applicable, will occur, until all legal impediments are removed or such Consents or Governmental Approvals have been obtained or made with respect to the applicable Delayed Transfer Assets/Liabilities. Notwithstanding such deferral of the assignment, transfer, conveyance and delivery or assumption, as applicable, of the Delayed Transfer Assets/Liabilities, any Delayed Transfer Asset Asset/Liability will still be considered an REB ax XX Asset or Excluded AssetAsset or ax XX Liability or Excluded Liability, as the case may be, and from the REB Transfer Time Closing until the consummation of the assignment, transfer, conveyance and delivery or the assumption, as applicable, of such Delayed Transfer Asset/Liability, Weyerhaeuser Parent or the applicable Weyerhaeuser Parent Subsidiary (other than WRECO or any WRECO SubsidiaryTransferred Group Member) shall hold any Transferred REB NA Assets and Assumed NA Liabilities that are Delayed Transfer Assets Assets/Liabilities in trust for the use and benefitbenefit or for the account, as applicable, insofar as reasonably practicable, of WRECO or the applicable WRECO Subsidiary Transferred Group Member at the sole expense of WRECO the Transferred Group Members, and the Transferred Entities shall (or shall cause the applicable WRECO Subsidiary, and WRECO or the applicable WRECO Subsidiary shall Transferred Group Member to) hold any Transferred Excluded Assets and Assumed Excluded Liabilities that are Delayed Transfer Assets Assets/Liabilities in trust for the use and benefitbenefit or for the account, as applicable, insofar as reasonably practicable, of Weyerhaeuser Parent or the applicable Weyerhaeuser Parent Subsidiary (other than WRECO or any WRECO SubsidiaryTransferred Group Member) at the sole expense of Weyerhaeuser or Parent and the applicable Weyerhaeuser SubsidiaryParent Subsidiaries (other than the Transferred Group Members). Weyerhaeuser Parent and Purchaser shall use commercially reasonable efforts to develop and implement arrangements to place WRECO the Transferred Group Members, on the one hand, and Parent and the WRECO Subsidiaries and Weyerhaeuser and the Weyerhaeuser Parent Subsidiaries (other than WRECO and the WRECO SubsidiariesTransferred Group Members), as on the case may beother hand, insofar as reasonably practicable, in the same position as if the Delayed Transfer Assets Assets/Liabilities had been assigned, transferred, conveyed and delivered or assumed, as applicable, and so that all the benefits and burdens relating to such Delayed Transfer Assets/Liabilities, including possession, use, risk of loss, potential for gain, and dominion, control and command over such assetassets, inure from and after the REB Transfer Time Closing to WRECO and the WRECO SubsidiariesTransferred Group Members, in the case of Transferred REB NA Assets and Assumed NA Liabilities that are Delayed Transfer Assets/Liabilities, or to Weyerhaeuser Parent and the Weyerhaeuser Parent Subsidiaries (other than WRECO and the WRECO SubsidiariesTransferred Group Members), in the case of Transferred Excluded Assets or Assumed Excluded Liabilities that are Delayed Transfer Assets/Liabilities. If and when the legal impediments, Consents or Governmental Approvals, the presence or the absence of which caused the deferral of the assignment, transfer, conveyance and delivery of any Delayed Transfer Assets Assets/Liabilities pursuant to this Section 1.05(a1.04(a), are removed, obtained or made, as the case may be, the assignment, transfer, conveyance and delivery or assumption, as applicable, of the applicable Delayed Transfer Asset Asset/Liability shall be promptly effected in accordance with the terms of this Agreement and the other applicable Transaction Documents, without the payment of additional consideration. On For the Closing Dateavoidance of doubt, Weyerhaeuser shall use its reasonable best efforts to deliver to Parent (for information purposes only) a schedule setting forth all material the existence of any Delayed Transfer Assets existing as Assets/Liabilities shall not, in any event, result in the delay of the Closing DateClosing.