(I). EACH OF THE PARTIES HERETO HEREBY CONSENTS TO SERVICE
OF PROCESS IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY MANNER PERMITTED BY THE
LAWS OF THE STATE OF DELAWARE, AGREES THAT SERVICE OF PROCESS BY REGISTERED OR
CERTIFIED MAIL, RETURN RECEIPT REQUESTED, AT THE ADDRESS SPECIFIED IN OR
PURSUANT TO SECTION 10 IS REASONABLY CALCULATED TO GIVE ACTUAL NOTICE AND WAIVES
AND AGREES NOT TO ASSERT BY WAY OF MOTION, AS A DEFENSE OR OTHERWISE, IN ANY
SUCH ACTION, SUIT OR PROCEEDING ANY CLAIM THAT SERVICE OF PROCESS MADE IN
ACCORDANCE WITH SECTION 10 DOES NOT CONSTITUTE GOOD AND SUFFICIENT SERVICE OF
PROCESS. THE PROVISIONS OF THIS SECTION 8 WILL NOT RESTRICT THE ABILITY OF ANY
PARTY TO ENFORCE IN ANY COURT ANY JUDGMENT OBTAINED IN A FEDERAL OR STATE COURT
OF THE STATE OF DELAWARE.
(C)
WAIVER OF JURY TRIAL. TO THE EXTENT NOT PROHIBITED BY APPLICABLE
LAW THAT CANNOT BE WAIVED, EACH OF THE PARTIES HERETO HEREBY WAIVES, AND
COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT, OR
OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE,
CLAIM, DEMAND, CAUSE OF ACTION, ACTION, SUIT OR PROCEEDING ARISING OUT OF, BASED
UPON OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, IN EACH CASE
WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER IN CONTRACT OR TORT OR
OTHERWISE. EACH OF THE PARTIES HERETO ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY
EACH OTHER PARTY THAT THE PROVISIONS OF THIS SECTION 8(C) CONSTITUTE A MATERIAL
INDUCEMENT UPON WHICH SUCH PARTY IS RELYING AND WILL RELY IN ENTERING INTO THIS
AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY. ANY OF THE PARTIES HERETO
MAY FILE AN ORIGINAL
6
COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF
THE CONSENT OF EACH OF THE PARTIES HERETO TO THE WAIVER OF ITS RIGHT TO TRIAL BY
JURY.
9.
ENTIRE AGREEMENT. THIS AGREEMENT CONTAINS THE ENTIRE
UNDERSTANDING OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND
SUPERSEDES ANY PRIOR COMMUNICATION OR AGREEMENT WITH RESPECT THERETO.
10.
NOTICE. ALL NOTICES, DEMANDS, AND COMMUNICATIONS REQUIRED OR
PERMITTED UNDER THIS AGREEMENT WILL BE IN WRITING AND WILL BE EFFECTIVE IF
SERVED UPON SUCH OTHER PARTY AND SUCH OTHER PARTY'S COPIED PERSONS AS SPECIFIED
BELOW TO THE ADDRESS SET FORTH FOR IT BELOW (OR TO SUCH OTHER ADDRESS AS SUCH
PARTY WILL HAVE SPECIFIED BY NOTICE TO EACH OTHER PARTY) IF (I) DELIVERED
PERSONALLY, (II) SENT AND RECEIVED BY FACSIMILE OR (III) SENT BY CERTIFIED OR
REGISTERED MAIL OR BY FEDERAL EXPRESS, DHL, UPS OR ANY OTHER COMPARABLY
REPUTABLE OVERNIGHT COURIER SERVICE, POSTAGE PREPAID, TO THE APPROPRIATE ADDRESS
AS FOLLOWS:
If to the Company, to it at:
Cellu Paper Holdings, Inc.
3440 Francis Road
Suite C
Alpharetta, Georgia 30004
Attention:
Russell C. Taylor
Fax No:
(678) 393-2657
Tel. No:
(678) 393-2148
If to Parent or Merger Sub, to it at:
c/o Weston Presidio V, L.P.
Pier 1, Bay 2
San Francisco, CA