BEEN MADE, BUT FURTHER PROVIDED THAT K-C
SHALL NOT BE OBLIGATED TO HAVE EXHAUSTED ALL RIGHTS AND REMEDIES K-C MAY HAVE
AGAINST NORTHERN PULP OR COMMENCE ANY SUIT OR OTHER PROCEEDING
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AGAINST NORTHERN PULP IN ANY COURT OR OTHER TRIBUNAL OR TO MAKE ANY CLAIM IN A
LIQUIDATION OR BANKRUPTCY OF NORTHERN PULP.
The liability of NPI under this guaranty shall be absolute and unconditional and
shall not be released, suspended, discharged, terminated or otherwise affected
by any circumstance or occurrence whatsoever, except as set forth herein.
NPI HEREBY REPRESENTS AND WARRANTS TO K-C THAT NPI IS A CORPORATION DULY
ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE STATE OF
DELAWARE AND HAS ALL REQUISITE CORPORATE POWER AND AUTHORITY TO CONDUCT ITS
BUSINESS AS PRESENTLY CONDUCTED AND TO ENTER INTO AND PERFORM ITS OBLIGATIONS
UNDER THIS GUARANTEE.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, NPI HEREBY WAIVES PROMPTNESS, DILIGENCE,
NOTICE OF ACCEPTANCE AND ANY OTHER NOTICE WITH RESPECT TO THIS GUARANTEE, AND
COVENANTS THAT THIS AGREEMENT WILL NOT BE DISCHARGED, EXCEPT BY COMPLETE
PERFORMANCE OF THE PICTOU R&O CONTAINED HEREIN.
NPI ASSUMES ALL RESPONSIBILITY FOR BEING, AND KEEPING ITSELF, INFORMED OF
NORTHERN PULP'S FINANCIAL CONDITION AND ASSETS, AND OF ALL OTHER CIRCUMSTANCES
BEARING UPON THE RISK OF NON-PERFORMANCE OF THE PICTOU R&O AND THE NATURE, SCOPE
AND EXTENT OF THE RISKS THAT NPI ASSUMES AND INCURS HEREUNDER, AND AGREES THAT
K-C WILL NOT HAVE ANY DUTY TO ADVISE NPI OF INFORMATION KNOWN TO IT REGARDING
SUCH CIRCUMSTANCES OR RISKS, PROVIDED THAT K-C WILL PROMPTLY PROVIDE TO NPI A
COPY OF ANY K-C WRITTEN DEMAND FOR PERFORMANCE BY NORTHERN PULP OF THE PICTOU
R&O.
3.
Miscellaneous.
Parties Bound/Assignment.
This Agreement shall be binding upon and shall inure
to the benefit of the parties hereto and their respective legal representatives,
successors, and permitted assigns.
Northern Pulp shall be a third party
beneficiary of this Agreement with respect to the consent of K-C to the
Assignment.
Neither party shall assign or transfer any right, obligation or
interest, under this Agreement without the prior written consent of the other.
Notices.
All notices and communications in connection with this Agreement shall
be in writing and shall be deemed complete upon transmittal by a recognized
international courier or by facsimile, with a confirmation of receipt, addressed
to the parties hereto at their respective addresses or facsimile numbers set
forth below:
if to Seller:
Neenah Paper, Inc.
Preston Ridge III, Suite 600
3460 Preston Ridge Road
Alpharetta, Georgia 30005
Attn: Chief Executive Officer
Phone: (678) 566-6500
Fax:
(678)
518-3283
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with copy to:
Neenah Paper, Inc.
Preston Ridge III, Suite 600
3460 Preston Ridge Road
Alpharetta, Georgia 30005
Attn: General Counsel
Phone: (678) 566-6500
Fax:
(678)
518-3283
if to K-C:
Kimberly-Clark Global Sales, LLC
2300 Winchester Road
Neenah, WI
54956
Attn: Director Virgin Fiber Procurement
Phone: (920) 721-4116
Fax:
(920)
721-4976
with copy to:
Chief Counsel, NACP Operations
Kimberly-Clark Corporation
401 N. Lake Street
Neenah, WI 54957 - 0349
Phone:
(920)