THEREOF OR THE
EXERCISE OF ANY OTHER RIGHT, POWER OR PRIVILEGE. EXCEPT AS OTHERWISE PROVIDED
HEREIN, THE RIGHTS AND REMEDIES HEREIN PROVIDED SHALL BE CUMULATIVE AND NOT
EXCLUSIVE OF ANY RIGHTS OR REMEDIES PROVIDED BY LAW.
8.3
ASSIGNMENT. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, NO
PARTY TO THIS AGREEMENT MAY ASSIGN ANY OF ITS RIGHTS OR OBLIGATIONS UNDER THIS
AGREEMENT WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTIES HERETO.
18
8.4
ENTIRE AGREEMENT. THIS AGREEMENT (INCLUDING THE EXHIBITS HERETO)
AND THE RELATED REGISTRATION RIGHTS AGREEMENT, CONTAINS THE ENTIRE AGREEMENT
AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND
SUPERSEDES ALL PRIOR AGREEMENTS AND UNDERSTANDINGS, ORAL OR WRITTEN, WITH
RESPECT TO SUCH MATTERS.
8.5
PUBLIC DISCLOSURE. EACH OF THE PARTIES HEREBY AGREES THAT, EXCEPT
AS MAY BE REQUIRED TO COMPLY WITH THE REQUIREMENTS OF ANY APPLICABLE LAWS OR THE
RULES AND REGULATIONS OF ANY STOCK EXCHANGE UPON WHICH ITS SECURITIES (OR THE
SECURITIES OF ONE OF ITS AFFILIATES) ARE TRADED, IT SHALL NOT MAKE OR PERMIT TO
BE MADE ANY PRESS RELEASE OR SIMILAR PUBLIC ANNOUNCEMENT OR COMMUNICATION
CONCERNING THE EXECUTION OR PERFORMANCE OF THIS AGREEMENT UNLESS SPECIFICALLY
APPROVED IN ADVANCE BY ALL PARTIES HERETO. IN THE EVENT, HOWEVER, THAT LEGAL
COUNSEL FOR ANY PARTY IS OF THE OPINION THAT A PRESS RELEASE OR SIMILAR PUBLIC
ANNOUNCEMENT OR COMMUNICATION IS REQUIRED BY LAW OR BY THE RULES AND REGULATIONS
OF ANY STOCK EXCHANGE ON WHICH SUCH PARTY'S SECURITIES (OR THE SECURITIES OF ONE
OF SUCH PARTY'S AFFILIATES) ARE TRADED, THEN SUCH PARTY MAY ISSUE A PUBLIC
ANNOUNCEMENT LIMITED SOLELY TO THAT WHICH LEGAL COUNSEL FOR SUCH PARTY ADVISES
IS REQUIRED UNDER SUCH LAW OR SUCH RULES AND REGULATIONS (AND THE PARTY MAKING
ANY SUCH ANNOUNCEMENT SHALL PROVIDE A COPY THEREOF TO THE OTHER PARTY FOR REVIEW
BEFORE ISSUING SUCH ANNOUNCEMENT).
8.6
PARTIES IN INTEREST. THIS AGREEMENT SHALL INURE TO THE BENEFIT OF
AND BE BINDING UPON THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND
PERMITTED ASSIGNS. NOTHING IN THIS AGREEMENT, EXPRESS OR IMPLIED, IS INTENDED TO
CONFER UPON ANY PERSON OTHER THAN BOISE HOLDINGS, BCC, FPH OR THEIR RESPECTIVE
SUCCESSORS OR PERMITTED ASSIGNS, ANY RIGHTS OR REMEDIES UNDER OR BY REASON OF
THIS AGREEMENT.
8.7
GOVERNING LAW: SUBMISSION TO JURISDICTION: SELECTION OF FORUM.
THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OF CONFLICTS
OF LAWS. EACH PARTY HERETO AGREES THAT IT SHALL BRING ANY ACTION OR PROCEEDING
IN RESPECT OF ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE
TRANSACTIONS CONTAINED IN OR CONTEMPLATED BY THIS AGREEMENT, WHETHER IN TORT OR
CONTRACT OR AT LAW OR IN EQUITY, EXCLUSIVELY IN ANY UNITED STATES FEDERAL COURT
OR ANY STATE COURT LOCATED IN THE STATE OF ILLINOIS (THE "CHOSEN COURTS") AND:
(I) IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE CHOSEN COURTS; (II)
WAIVES ANY OBJECTION TO LAYING VENUE IN ANY SUCH ACTION OR PROCEEDING IN THE
CHOSEN COURTS;