(120) DAYS FROM THE DATE OF EXECUTION
OF THIS AGREEMENT, OR (II) ANY SUCH CONDITION CANNOT BE MET BY SUCH DATE AND HAS
NOT BEEN WAIVED BY EACH PARTY IN WHOSE FAVOR SUCH CONDITION RUNS; PROVIDED,
HOWEVER, THAT THE RIGHT TO TERMINATE THIS AGREEMENT PURSUANT TO THIS SUBSECTION
SHALL NOT BE AVAILABLE TO A PARTY IF ITS OWN FAILURE TO FULFILL OR PERFORM ANY
OBLIGATION UNDER THIS AGREEMENT HAS BEEN A SUBSTANTIAL CAUSE OF, OR HAS
SUBSTANTIALLY RESULTED IN, THE FAILURE OF THE CLOSING TO OCCUR OR BE CAPABLE OF
OCCURRING ON OR BEFORE SUCH DATE.
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9.2
EFFECT OF TERMINATION; SURVIVAL.
UPON TERMINATION OF THIS
AGREEMENT PURSUANT TO THIS ARTICLE 9.2, THIS AGREEMENT SHALL BE VOID AND THERE
SHALL BE NO LIABILITY BY REASON OF THIS AGREEMENT, OR THE TERMINATION THEREOF,
ON THE PART OF ANY PARTY OR OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES,
AGENTS OR SHAREHOLDERS EXCEPT FOR ANY LIABILITY OF A PARTY HERETO ARISING OUT OF
A MATERIAL BREACH OF ITS REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN OR
ARISING OUT OF A MATERIAL BREACH OF ANY COVENANT IN THIS AGREEMENT PRIOR TO THE
DATE OF TERMINATION.
ARTICLE 10
GENERAL PROVISIONS
10.1
NOTICES.
ANY NOTICES, DEMANDS, REQUESTS OR OTHER COMMUNICATIONS
REQUIRED OR PERMITTED HEREUNDER SHALL BE IN WRITING AND SHALL BE DEEMED TO HAVE
BEEN SUFFICIENTLY GIVEN IF SENT BY TELECOPY OR BY REGISTERED OR CERTIFIED MAIL,
POSTAGE PREPAID, ADDRESSED AS FOLLOWS:
TO DOE RUN:
The Doe Run Resources Corporation
1801 Park 270 Drive, Suite 300
St. Louis, MO 63146
ATTN:
Chief Financial Officer
Telecopy:
(314) 453 7178
TO THE TRANSFEREE:
The Buick Resource Recycling Facility, LLC
HC-l Box 1395
Boss, MO 65440-9501
ATTN:
General Manager
Telecopy:
(573) 626 3304
or such other addresses as shall be furnished by like notice by such party.
Any
such notice or communication given by mail shall be deemed to have been given
two business days after deposit in the U.S. mail, and any such notice or
communications given by telecopy shall be deemed to have been given when sent by
telecopy and the appropriate acknowledgment received.
10.2
EXPENSES.
UNLESS OTHERWISE PROVIDED HEREIN, DOE RUN SHALL PAY ALL
COSTS AND EXPENSES (INCLUDING WITHOUT LIMITATION THE FEES, DISBURSEMENTS AND
EXPENSES OF ITS ATTORNEYS, ACCOUNTANTS AND ADVISORS) IN CONNECTION WITH THE
NEGOTIATION, PREPARATION AND EXECUTION OF THIS AGREEMENT AND THE CONSUMMATION OF
THE TRANSACTIONS CONTEMPLATED HEREBY.
10.3
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT SHALL BE BINDING UPON AND
SHALL INURE TO THE BENEFIT OF THE PARTIES AND THEIR RESPECTIVE SUCCESSORS AND
ASSIGNS.
10.4
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN TWO OR MORE
COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED TO BE AN ORIGINAL, BUT ALL OF WHICH
TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
10.5
HEADINGS.
THE HEADINGS OF ARTICLES AND SECTIONS HEREIN ARE
INSERTED FOR CONVENIENCE OF REFERENCE ONLY AND SHALL BE IGNORED IN THE
CONSTRUCTION OR INTERPRETATION HEREOF.
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10.6
GOVERNING LAW.
THIS AGREEMENT AND DOCUMENTS REQUIRED HEREUNDER
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF