Common use of Closing or Termination Clause in Contracts

Closing or Termination. (a) The closing of the transactions contemplated hereby (the "Closing") shall occur at the office of Seller on the later of (i) June 30, 2007, (ii) two (2) working days after satisfaction of all conditions to Closing, or (iii) five (5) working days after expiration (or waiver, if earlier) of any applicable preferential purchase rights or consent to assign period. Notwithstanding any provision herein to the contrary, in no event shall the Closing occur later than July 31, 2007. If the transactions contemplated by the Membership Interest Purchase Agreement between Buyer and Forest Alaska Holding LLC have not closed prior to Closing, for any reason, then Buyer and Seller may each elect to terminate this Agreement. Unless otherwise waived in writing prior to the Closing, the obligation of Buyer to complete the Closing is subject to receipt by Buyer of (i) the proceeds of the debt financing contemplated by the commitment letter to the Buyer, dated the date hereof, a copy of which has been provided to Seller, or alternative financing sufficient to fund the transactions contemplated herein and in the Membership Interest Purchase Agreement, and (ii) the required consent under the PERL Credit Agreement (collectively, the "Debt Conditions"). At the Closing, the following shall occur: (i) Buyer shall deliver to the Seller the Preliminary Sum, either in cash or in the form of the Stock Consideration, or a combination thereof. (ii) Seller shall execute and deliver such instruments of assignment, bills of sale and other title transfer documents with respect to the Assets to Buyer on forms reasonably satisfactory to Seller and Buyer whereby Seller warrants the title to the Assets by, through and under Seller, but not otherwise, subject to the remaining provisions of this Agreement. Seller shall also deliver to Buyer stock certificates representing the CIPL Shares, duly endorsed for transfer. (iii) If Stock Consideration is to be paid to Seller, Buyer and Seller shall have executed a Share Acquisition and Registration Rights Agreement, consistent with industry standard terms and conditions. (iv) seller shall execute and deliver such other conveyances, assignments, instruments of transfer or forms required by governmental agencies or such other instrument reasonably necessary to accomplish the purposes of this Agreement. (b) If this Agreement does not close on the date specified above or is terminated other than (i) by mutual agreement of the Parties, (ii) by either party pursuant to Section 6(a), (iii) by Buyer as a result of the negligence, fault or willful failure of Seller to perform its obligations hereunder, or (iv) by Buyer as a result of a material breach of any of Seller's representations and warranties hereunder, Seller shall be entitled to retain the Performance Deposit, together with any interest earned thereon and in such event, the Seller's retention of the Performance Deposit is Seller's sole remedy against the Buyer. In addition to the foregoing, if this Agreement does not close solely as a result of the failure of the Debt Conditions to be satisfied, then Seller shall be entitled to retain the Performance Deposit, together with any interest earned thereon, and in such event, the Seller's retention of the Performance Deposit is Seller's sole remedy against the Buyer. However, if this Agreement does not close by July 31, 2007 or is terminated (i) by mutual agreement of the Parties, (ii) by either party pursuant to Section 6(a) (other than in the case where the Membership Interest Purchase Agreement does not close because the condition in Section 8.1(f) thereof is not satisfied), (iii) by Buyer as a result of the negligence, fault or willful failure of Seller to perform its obligations hereunder, or (iv) by Buyer as a result of a material breach of any of Seller's representations and warranties hereunder, the Performance Deposit, together with any interest earned thereon, shall be delivered to Buyer.

Closing or Termination. (a) The closing of the transactions contemplated hereby (the "“Closing"”) shall occur at the office of Seller on the later of (i) June 30, 2007, (ii) two (2) working days after satisfaction of all conditions to Closing, or (iii) five (5) working days after expiration (or waiver, if earlier) of any applicable preferential purchase rights or consent to assign period. Notwithstanding any provision herein to the contrary, in no event shall the Closing occur later than July 31, 2007. If the transactions contemplated by the Membership Interest Purchase Agreement between Buyer and Forest Alaska Holding LLC have not closed prior to Closing, for any reason, then Buyer and Seller may each elect to terminate this Agreement. Unless otherwise waived in writing prior to the Closing, the obligation of Buyer to complete the Closing is subject to receipt by Buyer of (i) the proceeds of the debt financing contemplated by the commitment letter to the Buyer, dated the date hereof, a copy of which has been provided to Seller, or alternative financing sufficient to fund the transactions contemplated herein and in the Membership Interest Purchase Agreement, and (ii) the required consent under the PERL Credit Agreement (collectively, the "“Debt Conditions"”). At the Closing, the following shall occur: (i) Buyer shall deliver to the Seller the Preliminary Sum, either in cash or in the form of the Stock Consideration, or a combination thereof. (ii) Seller shall execute and deliver such instruments of assignment, bills of sale and other title transfer documents with respect to the Assets to Buyer on forms reasonably satisfactory to Seller and Buyer whereby Seller warrants the title to the Assets by, through and under Seller, but not otherwise, subject to the remaining provisions of this Agreement. Seller shall also deliver to Buyer stock certificates representing the CIPL Shares, duly endorsed for transfer. (iii) If Stock Consideration is to be paid to Seller, Buyer and Seller shall have executed a Share Acquisition and Registration Rights Agreement, consistent with industry standard terms and conditions. (iv) seller Seller shall execute and deliver such other conveyances, assignments, instruments of transfer or forms required by governmental agencies or such other instrument reasonably necessary to accomplish the purposes of this Agreement. (b) If this Agreement does not close on the date specified above or is terminated other than (i) by mutual agreement of the Parties, (ii) by either party pursuant to Section 6(a), (iii) by Buyer as a result of the negligence, fault or willful failure of Seller to perform its obligations hereunder, or (iv) by Buyer as a result of a material breach of any of Seller's ’s representations and warranties hereunder, Seller shall be entitled to retain the Performance Deposit, together with any interest earned thereon and in such event, the Seller's ’s retention of the Performance Deposit is Seller's ’s sole remedy against the Buyer. In addition to the foregoing, if this Agreement does not close solely as a result of the failure of the Debt Conditions to be satisfied, then Seller shall be entitled to retain the Performance Deposit, together with any interest earned thereon, and in such event, the Seller's ’s retention of the Performance Deposit is Seller's ’s sole remedy against the Buyer. However, if this Agreement does not close by July 31, 2007 or is terminated (i) by mutual agreement of the Parties, (ii) by either party pursuant to Section 6(a) (other than in the case where the Membership Interest Purchase Agreement does not close because the condition in Section 8.1(f) thereof is not satisfied), (iii) by Buyer as a result of the negligence, fault or willful failure of Seller to perform its obligations hereunder, or (iv) by Buyer as a result of a material breach of any of Seller's ’s representations and warranties hereunder, the Performance Deposit, together with any interest earned thereon, shall be delivered to Buyer.