EXCEPT FOR THE PRUDENT AND SAFE USE AND MANAGEMENT OF
HAZARDOUS SUBSTANCES IN THE ORDINARY COURSE OF BUSINESS, NO HAZARDOUS SUBSTANCE
(X) IS OR, DURING THE PERIOD OF SELLER'S OWNERSHIP, HAS BEEN USED, TREATED,
STORED, GENERATED, MANUFACTURED, OR OTHERWISE HANDLED ON OR AT ANY MILL OR THE
PRINEVILLE PROPERTY OR (Y) DURING THE PERIOD OF SELLER'S OWNERSHIP, HAS
OTHERWISE COME TO BE LOCATED IN, ON, OR UNDER ANY MILL OR THE PRINEVILLE
PROPERTY; (II) NO HAZARDOUS SUBSTANCES ARE STORED AT ANY MILL OR ON THE
PRINEVILLE PROPERTY EXCEPT IN QUANTITIES NECESSARY TO SATISFY REASONABLY
ANTICIPATED USE; AND (III) NO HAZARDOUS SUBSTANCES HAVE BEEN SPILLED, RELEASED,
OR DISCHARGED IN A MANNER RESULTING IN THE CONTAMINATION OF ANY MILL OR THE
PRINEVILLE PROPERTY DURING THE PERIOD OF SELLER'S OWNERSHIP.
(C)
ALL WASTES GENERATED BY SELLER AT ANY MILL OR THE PRINEVILLE
PROPERTY HAVE BEEN PROPERLY TRANSPORTED OFF SITE AND DISPOSED OF OR RECYCLED IN
COMPLIANCE IN ALL MATERIAL RESPECTS WITH ALL APPLICABLE ENVIRONMENTAL LAWS.
(D)
NO OUTSTANDING LIENS (OTHER THAN PERMITTED ENCUMBRANCES) HAVE BEEN
PLACED ON ANY MILL OR THE PRINEVILLE PROPERTY UNDER ANY ENVIRONMENTAL LAW.
(E)
SELLER HAS NOT RECEIVED ANY NOTICE, AND IS NOT AWARE, OF ANY
PENDING OR THREATENED PROCEEDING WITH RESPECT TO ANY VIOLATION, ALLEGED OR
PROVEN, OF ANY ENVIRONMENTAL LAW BY SELLER INVOLVING ANY MILL, THE PRINEVILLE
PROPERTY, OR ANY OPERATION CONDUCTED BY SELLER AT ANY MILL OR ON THE PRINEVILLE
PROPERTY, EXCLUDING NOTICES OR PROCEEDINGS RELATING TO MATTERS WHICH HAVE BEEN
RESOLVED IN ACCORDANCE WITH ALL APPLICABLE LEGAL REQUIREMENTS AND ARE NO LONGER
OUTSTANDING.
(F)
THERE ARE NO UNDERGROUND STORAGE TANKS AT ANY MILL OR THE
PRINEVILLE PROPERTY, INCLUDING TANKS THAT HAVE BEEN CLOSED IN PLACE OR ARE
EXEMPT FROM REGULATION.
6.2
BUYER'S REPRESENTATIONS AND WARRANTIES. BUYER REPRESENTS AND
WARRANTS TO SELLER AS FOLLOWS:
6.2.1
ORGANIZATION AND GOOD STANDING. BUYER IS A CORPORATION DULY
INCORPORATED, VALIDLY EXISTING, AND IN GOOD STANDING UNDER THE LAWS OF BRITISH
COLUMBIA.
6.2.2
AUTHORITY; NO CONFLICT.
(A)
THIS AGREEMENT CONSTITUTES THE LEGAL, VALID, AND BINDING
OBLIGATION OF BUYER, ENFORCEABLE AGAINST BUYER IN ACCORDANCE WITH ITS TERMS.
UPON THEIR EXECUTION AND DELIVERY BY BUYER AT THE CLOSING, EACH OF THE BUYER
CLOSING DOCUMENTS WILL CONSTITUTE THE LEGAL, VALID, AND BINDING OBLIGATIONS OF
BUYER, ENFORCEABLE AGAINST BUYER IN ACCORDANCE WITH THEIR RESPECTIVE TERMS.
BUYER HAS FULL CORPORATE POWER, AUTHORITY, AND CAPACITY TO EXECUTE AND DELIVER
THIS AGREEMENT AND EACH OF THE BUYER CLOSING DOCUMENTS AND TO PERFORM ITS
OBLIGATIONS HEREUNDER AND THEREUNDER.
(B)
NEITHER THE EXECUTION AND DELIVERY OF THIS AGREEMENT, NOR THE
PERFORMANCE OF ANY OF BUYER'S OBLIGATIONS HEREUNDER, NOR THE CONSUMMATION OF
THIS TRANSACTION WILL, DIRECTLY OR INDIRECTLY (WITH OR WITHOUT NOTICE, LAPSE OF
TIME, OR BOTH), (I) CONTRAVENE OR RESULT IN A VIOLATION OF ANY PROVISION OF
BUYER'S ORGANIZATIONAL DOCUMENTS OR ANY RESOLUTION ADOPTED BY THE BOARD OF
DIRECTORS OR THE SHAREHOLDERS OF BUYER; OR (II) CONTRAVENE OR RESULT IN A
VIOLATION OF ANY LEGAL REQUIREMENT OR ANY ORDER TO WHICH BUYER IS SUBJECT; OR
(III) CONTRAVENE OR RESULT IN