USE OF THEIR REPORTS, CUSTOMARY LEGAL
OPINIONS, SURVEYS AND TITLE INSURANCE, AND (IV) SOLICITATION OF CONSENTS FROM
THE HOLDERS OF THE EXISTING SENIOR SECURED NOTES OF CELLU TISSUE HOLDINGS, INC.
IN CONNECTION WITH THE FINANCING FOR THE ACQUISITION AND ENTERING INTO
AGREEMENTS WITH A SOLICITATION AND INFORMATION AGENT RECOMMENDED BY PARENT (AND
REASONABLY ACCEPTABLE TO THE COMPANY); PROVIDED, HOWEVER, THAT THE COMPANY, ITS
SUBSIDIARIES AND THEIR REPRESENTATIVES SHALL NOT BE OBLIGATED TO INCUR
ADDITIONAL LIABILITY WITH RESPECT TO SUCH COOPERATION.
ALL SUCH COSTS AND
EXPENSES INCURRED BY ANY OF THE COMPANY, ITS SUBSIDIARIES AND THEIR
REPRESENTATIVES SHALL NOT BE INCLUDED IN COMPANY TRANSACTION EXPENSES.
IF THE
MERGER IS CONSUMMATED, PARENT SHALL REIMBURSE THE FORMER COMPANY STOCKHOLDERS AT
THE EFFECTIVE TIME FOR ANY OF SUCH COSTS AND EXPENSES PAID BY THE COMPANY PRIOR
TO THE EFFECTIVE TIME.
IF THIS AGREEMENT IS TERMINATED PURSUANT TO ARTICLE X,
PARENT SHALL REIMBURSE THE COMPANY UPON SUCH TERMINATION.
THE COMPANY AGREES
THAT PARENT WILL HAVE SOLE DISCRETION OVER THE TERMS, CONDITIONS AND STRUCTURE
OF THE DEBT FINANCING REFERRED TO ABOVE.
SECTION 6.7.
INFORMATION .
BETWEEN THE DATE
HEREOF AND THE EFFECTIVE TIME, THE COMPANY SHALL, AND SHALL CAUSE ITS
SUBSIDIARIES TO, PROMPTLY PROVIDE TO PARENT ALL COMMUNICATIONS, KNOWN TO THE
COMPANY, RELATING TO UNIONIZING EFFORTS OR ELECTIONS AT ANY OF ITS FACILITIES,
INCLUDING, WITHOUT LIMITATION, ANY NOTICES OF UNFAIR LABOR PRACTICES AND ANY AND
ALL COMMUNICATIONS TO EMPLOYEES OF THE COMPANY WITH RESPECT TO SUCH UNIONIZING
EFFORTS OR ELECTIONS.
41
ARTICLE VII.
PRE-CLOSING AND OTHER COVENANTS OF PARENT AND MERGER SUB
SECTION 7.1.
SATISFACTION OF CONDITIONS
PRECEDENT.
PARENT AND MERGER SUB WILL USE THEIR COMMERCIALLY REASONABLE EFFORTS
TO SATISFY OR CAUSE TO BE SATISFIED ALL THE CONDITIONS PRECEDENT THAT ARE SET
FORTH IN SECTIONS 9.1 AND 9.3, AND PARENT AND MERGER SUB WILL USE THEIR
COMMERCIALLY REASONABLE EFFORTS TO CAUSE THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT TO BE CONSUMMATED, AND, WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, TO OBTAIN THE FINANCING REFERRED TO IN SECTION 9.2(F), ALL CONSENTS
AND AUTHORIZATIONS OF THIRD PARTIES AND TO MAKE ALL FILINGS WITH, AND GIVE ALL
NOTICES TO, THIRD PARTIES WHICH MAY BE NECESSARY OR REASONABLY REQUIRED ON ITS
PART IN ORDER TO EFFECT THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
PRIOR
TO THE EFFECTIVE TIME, PARENT WILL CONTINUE TO INDIRECTLY OR DIRECTLY OWN ALL OF
THE MEMBERSHIP INTERESTS IN THILMANY AND WILL NOT OTHERWISE ENCUMBER SUCH
INTERESTS.
PRIOR TO THE EFFECTIVE TIME, PARENT WILL CAUSE THILMANY TO RETAIN
SUBSTANTIALLY ALL OF ITS ASSETS.
SECTION 7.2.
CERTAIN EMPLOYEE BENEFIT
MATTERS.
EACH EMPLOYEE OF THE COMPANY AND ITS SUBSIDIARIES THAT BECOMES A
PARTICIPANT IN ANY EMPLOYEE BENEFIT PLAN, PROGRAM, POLICY OR ARRANGEMENT OF THE
SURVIVING CORPORATION OR PARENT, SHALL BE GIVEN CREDIT FOR ALL SERVICE PRIOR TO
THE EFFECTIVE TIME WITH THE COMPANY AND ANY WAITING PERIOD FOR PARTICIPATION
SHALL BE WAIVED.
ARTICLE VIII.
OTHER AGREEMENTS
SECTION 8.1.
CONFIDENTIALITY.
EACH PARTY
ACKNOWLEDGES THAT PARENT AND THE COMPANY HAVE PREVIOUSLY EXECUTED A
NON-DISCLOSURE AGREEMENT (THE "CONFIDENTIALITY AGREEMENT"), WHICH AGREEMENT
SHALL CONTINUE