SUBSTANTIALLY ALL OF THE ASSETS OF THE CARBON
AND/OR THE CREOSOTE BUSINESS OF THE TRANSFEROR. ANY PROHIBITED ASSIGNMENT SHALL
BE NULL AND VOID.
12.2.
AUDITS. THE PARTIES WILL KEEP TRUE RECORDS AND BOOKS OF ACCOUNT IN
WHICH FULL, TRUE AND CORRECT ENTRIES WILL BE MADE OF ANY DEALINGS OR
TRANSACTIONS THAT THEY ARE REQUIRED TO REPORT TO EACH OTHER IN RELATION TO THE
PRODUCTS. UPON THE WRITTEN REQUEST OF EITHER PARTY (THE REQUESTING PARTY), THE
OTHER PARTY (THE AUDITED PARTY) SHALL PERMIT AN INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANT SELECTED BY THE REQUESTING PARTY AND ACCEPTABLE TO THE AUDITED PARTY,
WHICH ACCEPTANCE SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED, TO HAVE ACCESS
DURING NORMAL BUSINESS HOURS TO SUCH RECORDS AS MAY BE REASONABLY NECESSARY TO
VERIFY THE ACCURACY OF RELEVANT ACCOUNTS AND RECORDS HEREUNDER, INCLUDING BUT
NOT LIMITED TO ACCOUNTS AND RECORDS NECESSARY OR DESIRABLE TO DETERMINE THE
QUANTITY OF PRODUCTS PRODUCED BY SELLER, PURCHASERS OF SUCH PRODUCTS AND THE
BASE PRICE, IN RESPECT OF ANY FISCAL YEAR ENDING NOT MORE THAN TWENTY-FOUR (24)
MONTHS PRIOR TO THE DATE OF SUCH REQUEST. ALL SUCH VERIFICATIONS SHALL BE
CONDUCTED AT THE EXPENSE OF THE REQUESTING PARTY AND NOT MORE THAN ONCE IN EACH
CALENDAR YEAR. IN THE EVENT SUCH ACCOUNTANT CONCLUDES THAT ADDITIONAL MONIES
WERE OWED TO THE AUDITED PARTY DURING SUCH PERIOD, THE ADDITIONAL PAYMENT SHALL
BE PAID WITHIN SIXTY (60) DAYS OF THE DATE THE REQUESTING PARTY DELIVERS TO THE
AUDITED PARTY SUCH ACCOUNTANT'S WRITTEN REPORT SO CONCLUDING. THE FEES CHARGED
BY SUCH ACCOUNTANT SHALL BE PAID BY THE REQUESTING PARTY UNLESS THE AUDIT
DISCLOSES THAT THE AMOUNTS PAYABLE BY THE AUDITED PARTY AS A RESULT OF THE AUDIT
FOR THE AUDITED PERIOD ARE DETERMINED TO BE IN EXCESS OF FIVE PERCENT (5%) THAN
THE AMOUNT ACTUALLY PAID FOR SUCH PERIOD, IN WHICH CASE THE AUDITED PARTY SHALL
PAY THE REASONABLE FEES AND EXPENSES CHARGED BY THE ACCOUNTANT. THE PARTIES
AGREE THAT ALL INFORMATION SUBJECT TO REVIEW UNDER THIS SECTION IS CONFIDENTIAL,
AND THAT THEY SHALL CAUSE THEIR ACCOUNTANTS TO RETAIN ALL SUCH INFORMATION IN
CONFIDENCE.
12.3.
NOTICES. NOTICES PERMITTED OR REQUIRED TO BE GIVEN HEREUNDER SHALL
BE DEEMED SUFFICIENT IF PERSONALLY DELIVERED OR IF GIVEN BY REGISTERED OR
CERTIFIED AIR MAIL, POSTAGE PREPAID, RETURN RECEIPT REQUESTED, ADDRESSED TO THE
RESPECTIVE ADDRESSES OF THE PARTIES AS FIRST ABOVE WRITTEN OR AT SUCH OTHER
ADDRESSES AS THE RESPECTIVE PARTIES MAY DESIGNATE BY LIKE NOTICE FROM TIME TO
TIME. NOTICES SO GIVEN SHALL BE EFFECTIVE UPON (A) RECEIPT BY THE PARTY TO WHICH
NOTICE IS GIVEN, OR (B) ON THREE (3) DAYS FOLLOWING THE DATE SUCH NOTICE WAS
POSTED, WHICHEVER OCCURS FIRST.
12.4.
ENTIRE AGREEMENT. THIS AGREEMENT, INCLUDING SCHEDULES 1 - 2,
ATTACHED HERETO AND INCORPORATED AS AN INTEGRAL PART OF THIS AGREEMENT,
CONSTITUTES THE ENTIRE AGREEMENT OF THE PARTIES WITH RESPECT TO THE SUBJECT
MATTER HEREOF, AND SUPERSEDES ALL PREVIOUS AGREEMENTS BY AND BETWEEN SELLER AND
PURCHASER, INCLUDING BUT NOT LIMITED TO THAT CERTAIN SUPPLY AGREEMENT DATED
JANUARY 1, 2002 BY