BY COUNSEL TO, THE PARTIES AND IS THE PRODUCT OF ALL OF
THE PARTIES. ACCORDINGLY, THIS AGREEMENT SHALL NOT BE CONSTRUED FOR OR AGAINST
ANY PARTY BY REASON OF THE AUTHORSHIP OR ALLEGED AUTHORSHIP OF ANY PROVISION
HEREOF.
10.
Miscellaneous Provisions.
10.1
SURVIVAL. EXCEPT FOR THE COVENANTS AND AGREEMENTS THAT ARE
EXPRESSLY PROVIDED TO BE PERFORMED AFTER THE CLOSING DATE (WHICH SHALL SURVIVE
THE CLOSING), NONE OF THE RESPECTIVE REPRESENTATIONS, WARRANTIES, COVENANTS, AND
AGREEMENTS OF SELLER AND BUYER HEREIN, OR IN ANY CERTIFICATES OR OTHER DOCUMENTS
DELIVERED PRIOR TO OR AT THE CLOSING, SHALL SURVIVE THE CLOSING.
10.2
EXPENSES. SUBJECT TO THE PROVISIONS OF SECTION 8.4 WITH RESPECT TO
THE PAYMENT OF THE EXPENSE REIMBURSEMENT TO BUYER, EACH PARTY SHALL BEAR ITS
RESPECTIVE EXPENSES INCURRED IN CONNECTION WITH THE PREPARATION, EXECUTION, AND
PERFORMANCE OF THIS AGREEMENT AND THE CONSUMMATION OF THIS TRANSACTION,
INCLUDING ALL FEES AND EXPENSES OF ITS REPRESENTATIVES AND ANY BROKERAGE OR
FINDERS' FEES OR COMMISSIONS OR ANY OTHER SIMILAR PAYMENT IN CONNECTION WITH
THIS TRANSACTION.
10.3
ATTORNEYS' FEES. IF A SUIT, ACTION, OR OTHER PROCEEDING OF ANY
NATURE WHATSOEVER (INCLUDING ANY PROCEEDING UNDER THE BANKRUPTCY CODE) IS
INSTITUTED IN CONNECTION WITH THIS AGREEMENT OR ANY INSTRUMENT OR AGREEMENT
DELIVERED BY EITHER PARTY AT THE CLOSING, OR TO INTERPRET OR ENFORCE ANY RIGHTS
OR REMEDIES HEREUNDER OR THEREUNDER, THE PREVAILING PARTY SHALL BE ENTITLED TO
RECOVER ITS ATTORNEYS' FEES AND ALL OTHER FEES, COSTS, AND EXPENSES ACTUALLY
INCURRED AND REASONABLY NECESSARY IN CONNECTION THEREWITH, AS DETERMINED BY THE
COURT AT TRIAL OR ON ANY APPEAL OR REVIEW, IN ADDITION TO ALL OTHER AMOUNTS
PROVIDED BY LAW.
10.4
BINDING EFFECT. THE PROVISIONS OF THIS AGREEMENT SHALL BE BINDING
UPON AND INURE TO THE BENEFIT OF THE PARTIES AND, SUBJECT TO THE RESTRICTIONS ON
ASSIGNMENT SET FORTH HEREIN, THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
10.5
ASSIGNMENT. NEITHER PARTY SHALL ASSIGN ANY OF ITS RIGHTS OR
OBLIGATIONS UNDER THIS AGREEMENT WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER
PARTY, SAVE AND EXCEPT THAT BUYER MAY, BY NOTICE TO SELLER, ASSIGN ITS RIGHTS
AND OBLIGATIONS UNDER THIS AGREEMENT TO ONE OR MORE AFFILIATES OF BUYER;
PROVIDED, HOWEVER, THAT NO SUCH ASSIGNMENT BY BUYER SHALL BE EFFECTIVE UNTIL AND
UNLESS BUYER HAS DELIVERED TO SELLER A GUARANTEE OF EACH SUCH ASSIGNEE'S
OBLIGATIONS UNDER THIS AGREEMENT AND ANY DOCUMENTS EXECUTED IN CONNECTION
HEREWITH IN SUBSTANTIALLY THE FORM ATTACHED AS EXHIBIT H, DULY EXECUTED BY
INTERNATIONAL FOREST PRODUCTS LIMITED, A BRITISH COLUMBIA CORPORATION. NO
ASSIGNMENT OF THIS AGREEMENT SHALL RELEASE THE ASSIGNING PARTY FROM ITS
OBLIGATIONS UNDER THIS AGREEMENT.
10.6
NOTICES. ALL NOTICES UNDER THIS AGREEMENT SHALL BE IN WRITING.
NOTICES MAY BE (I) DELIVERED PERSONALLY, (II) TRANSMITTED BY FACSIMILE, (III)
DELIVERED BY A RECOGNIZED NATIONAL OVERNIGHT DELIVERY SERVICE, OR (IV) MAILED BY
CERTIFIED UNITED STATES MAIL, POSTAGE PREPAID AND RETURN RECEIPT REQUESTED.
NOTICES TO ANY PARTY SHALL BE DIRECTED TO ITS ADDRESS SET FORTH BELOW, OR TO
SUCH OTHER OR ADDITIONAL ADDRESS AS ANY PARTY MAY SPECIFY BY NOTICE TO
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THE OTHER PARTY.