THE STATE OF
NEW YORK, EXCLUDING SUCH LAWS THAT DIRECT THE APPLICATION OF THE LAWS OF ANY
OTHER JURISDICTION.
10.7
SURVIVAL OF REPRESENTATIONS AND WARRANTIES.
ALL REPRESENTATIONS,
WARRANTIES AND COVENANTS OF THE PARTIES CONTAINED IN SECTION 4 AND SECTION 5 OF
THIS AGREEMENT SHALL SURVIVE THE CLOSING FOR A PERIOD OF TWELVE (12) MONTHS
FOLLOWING THE CLOSING DATE.
10.8
SEVERABILITY.
ANY PROVISION OF THIS AGREEMENT THAT IS PROHIBITED
OR UNENFORCEABLE IN ANY JURISDICTION SHALL, AS TO SUCH JURISDICTION, BE
INEFFECTIVE TO THE EXTENT OF SUCH PROHIBITION OR UNENFORCEABILITY WITHOUT
INVALIDATING THE REMAINING PROVISIONS HEREOF, AND ANY SUCH PROHIBITION OR
UNENFORCEABILITY IN ANY JURISDICTION SHALL NOT INVALIDATE OR RENDER
UNENFORCEABLE SUCH PROVISION IN ANY OTHER JURISDICTION.
TO THE EXTENT PERMITTED
BY APPLICABLE LAW, THE PARTIES HEREBY WAIVE ANY PROVISIONS OF APPLICABLE LAW
THAT RENDER ANY PROVISIONS HEREOF PROHIBITED OR UNENFORCEABLE IN ANY RESPECT,
BUT ALL THE PROVISIONS OF THIS AGREEMENT SHALL BE ENFORCED TO THE FULLEST EXTENT
PERMITTED UNDER APPLICABLE LAW.
10.9
TRANSFER TAXES.
ALL STAMP, TRANSFER, DOCUMENTARY, SALES, USE,
REGISTRATION AND OTHER SUCH TAXES AND FEES (INCLUDING ANY PENALTIES AND INTEREST
INCURRED IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED
HEREBY) (COLLECTIVELY, THE "TRANSFER TAXES") SHALL BE PAID BY TRANSFEREE, AND
TRANSFEREE SHALL, AT ITS OWN EXPENSE, PROPERLY FILE ON A TIMELY BASIS NECESSARY
TAX RETURNS AND OTHER DOCUMENTATION WITH RESPECT TO ANY TRANSFER TAX.
10.10
NO THIRD-PARTY BENEFICIARIES.
THIS AGREEMENT IS NOT INTENDED TO
CREATE ANY RIGHTS, BENEFITS OR REMEDIES IN FAVOR OF ANY PERSON NOT A PARTY
HERETO AND SHALL NOT BE DEEMED TO CONFER UPON ANY SUCH PERSON ANY RIGHTS,
BENEFITS OR REMEDIES.
10.11
BULK SALES LAW.
TRANSFEREE HEREBY WAIVES COMPLIANCE BY DOE RUN WITH
THE PROVISIONS OF ANY BULK SALES LAWS APPLICABLE TO THIS TRANSACTION, IF ANY,
AND DOE RUN HEREBY AGREES TO INDEMNIFY TRANSFEREE FOR ANY CLAIMS AND DEMANDS OF
WHATEVER NATURE (OTHER THAN THE LIABILITIES EXPRESSLY ASSUMED BY TRANSFEREE
UNDER THIS AGREEMENT) ASSERTED AGAINST TRANSFEREE BY ANY CREDITOR OF DOE RUN FOR
NONCOMPLIANCE BY DOE RUN OR TRANSFEREE WITH ANY BULK SALES LAWS OR SIMILAR LAWS
WHICH MAY BE APPLICABLE TO THE SALE OR TRANSFER OF THE ACQUIRED ASSETS
HEREUNDER.
10.12
ENTIRE AGREEMENT; AMENDMENT.
THIS AGREEMENT, INCLUDING THE
SCHEDULES AND EXHIBITS HERETO, CONSTITUTES THE ENTIRE AGREEMENT OF THE PARTIES
HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDES ALL PRIOR
AGREEMENTS WITH RESPECT THERETO.
THIS AGREEMENT MAY BE AMENDED, BUT ONLY IN
WRITING AND SIGNED BY AN AUTHORIZED REPRESENTATIVE OF EACH OF THE PARTIES
HERETO.
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IN WITNESS WHEREOF, this Asset Transfer Agreement has been executed on behalf of
each of the parties hereto as of the day and year first above written.
The Doe Run Resources Corporation:
By:
/s/ David Chaput
Name:
David Chaput
Title:
Vice President
TRANSFEREE:
The Buick Resource Recycling Facility, LLC
By:
/s/ Marvin Kaiser
Name:
Marvin Kaiser
Title:
CFO
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