PURCHASED ASSETS, THE ADMINISTRATIVE AND SALES
EMPLOYEES, AND PORTLAND OFFICE SYSTEMS (TO THE EXTENT RELATED TO THE BUSINESS)
AS MAY BE WITHIN SELLER'S POSSESSION OR CONTROL AND AS BUYER MAY REASONABLY
REQUEST. BUYER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS SECTION 3.2 IS
INTENDED TO GIVE RISE TO ANY CONTINGENCY TO BUYER'S OBLIGATION TO PROCEED WITH
THIS TRANSACTION AS PROVIDED IN THIS AGREEMENT.
3.3
DAMAGE OR DESTRUCTION.
3.3.1
UNTIL THE CLOSING TIME, THE PURCHASED ASSETS SHALL REMAIN AT THE
RISK OF SELLER. IN THE EVENT OF ANY DAMAGE TO OR DESTRUCTION OF ANY MILL OR ANY
OTHER PURCHASED ASSET (OTHER THAN NORMAL WEAR AND TEAR) BETWEEN THE EFFECTIVE
DATE AND THE CLOSING DATE OR IF ANY OF THE PURCHASED ASSETS ARE APPROPRIATED,
6
EXPROPRIATED, OR SEIZED BY ANY GOVERNMENTAL AUTHORITY BETWEEN THE EFFECTIVE DATE
AND THE CLOSING DATE (IN ANY SUCH CASE, A "LOSS"), SELLER SHALL GIVE NOTICE
THEREOF TO BUYER AND BUYER SHALL HAVE THE OPTION, EXERCISABLE BY NOTICE TO
SELLER GIVEN WITHIN FIVE (5) BUSINESS DAYS AFTER SELLER'S NOTICE OF SUCH LOSS:
(A)
TO REDUCE THE PURCHASE PRICE BY AN AMOUNT EQUAL TO (I) THE
ESTIMATED COST TO REPAIR OR RESTORE THE PURCHASED ASSETS AFFECTED BY SUCH LOSS
(THE "AFFECTED ASSETS") TO SUBSTANTIALLY THEIR CONDITION IMMEDIATELY PRIOR TO
THE OCCURRENCE OF SUCH LOSS OR (II) IF THE AFFECTED ASSETS ARE DESTROYED OR
DAMAGED BEYOND REPAIR OR ARE APPROPRIATED, EXPROPRIATED, OR SEIZED, THE
REPLACEMENT COST OF THE AFFECTED ASSETS AND, IN EITHER CASE, TO COMPLETE THIS
TRANSACTION AS PROVIDED IN THIS AGREEMENT, IN WHICH EVENT ALL INSURANCE PROCEEDS
OR OTHER COMPENSATION PAYABLE ON ACCOUNT OF SUCH LOSS SHALL BE RETAINED BY
SELLER, OR
(B)
TO REDUCE THE PURCHASE PRICE BY AN AMOUNT EQUAL TO THE DEDUCTIBLE
AMOUNT UNDER ANY POLICIES OF INSURANCE COVERING SUCH LOSS, IN WHICH EVENT ALL
PROCEEDS OF INSURANCE OR OTHER COMPENSATION FOR SUCH LOSS SHALL BE PAYABLE TO
BUYER, ALL RIGHT AND CLAIM OF SELLER IN AND TO ANY SUCH AMOUNTS SHALL BE
ASSIGNED AND (IF PREVIOUSLY RECEIVED BY SELLER) PAID TO BUYER AT THE CLOSING,
AND BUYER SHALL COMPLETE THIS TRANSACTION AS PROVIDED IN THIS AGREEMENT WITHOUT
ANY ADDITIONAL REDUCTION IN THE PURCHASE PRICE, OR
(C)
IF SUCH LOSS RESULTS IN A FAILURE OF THE CONDITION SET FORTH IN
SECTION 4.2.3, TO TERMINATE THIS AGREEMENT IN ACCORDANCE WITH SECTION 8.1.2(B).
3.3.2
IF SELLER GIVES NOTICE OF A LOSS PURSUANT TO SECTION 3.3.1 WITHIN
FIVE (5) BUSINESS DAYS PRIOR TO THE SCHEDULED CLOSING DATE, THE CLOSING SHALL BE
POSTPONED UNTIL THE DATE WHICH IS FIVE (5) BUSINESS DAYS AFTER THE LATER OF (I)
THE DATE ON WHICH SUCH NOTICE IS GIVEN BY SELLER AND (II) IF APPLICABLE, THE
DATE ON WHICH ANY REDUCTION TO THE PURCHASE PRICE IS DETERMINED BY AN INSURANCE
ADJUSTER PURSUANT TO SECTION 3.3.3.
3.3.3
IF BUYER ELECTS TO REDUCE THE PURCHASE PRICE PURSUANT TO SECTION
3.3.1(A), SELLER AND BUYER SHALL NEGOTIATE IN GOOD FAITH IN AN EFFORT TO AGREE
UPON THE AMOUNT OF SUCH REDUCTION. IF THEY ARE UNABLE TO