A VIOLATION OR BREACH OF ANY PROVISION OF, OR GIVE
ANY PERSON THE RIGHT TO DECLARE A DEFAULT OR EXERCISE ANY REMEDY UNDER, ANY
AGREEMENT, INSTRUMENT, OR
17
WRITING OF ANY NATURE TO WHICH BUYER IS A PARTY OR BY WHICH BUYER OR ANY OF ITS
ASSETS OR PROPERTIES IS BOUND.
6.2.3
CERTAIN PROCEEDINGS. NO PROCEEDING IS PENDING OR, TO BUYER'S
KNOWLEDGE, HAS BEEN THREATENED AGAINST BUYER THAT CHALLENGES, OR COULD
REASONABLY BE EXPECTED TO HAVE THE EFFECT OF PREVENTING, MAKING ILLEGAL, OR
OTHERWISE MATERIALLY INTERFERING WITH, THIS TRANSACTION.
6.2.4
SUFFICIENT FUNDS. BUYER HAS SUFFICIENT FUNDS AVAILABLE TO
CONSUMMATE THIS TRANSACTION.
6.3
"AS IS" TRANSACTION. AS A MATERIAL INDUCEMENT TO SELLER TO ENTER
INTO THIS AGREEMENT AND TO CONSUMMATE THIS TRANSACTION, BUYER HEREBY
ACKNOWLEDGES AND AGREES AS FOLLOWS:
6.3.1
BUYER HAS CONDUCTED ALL INVESTIGATIONS, INSPECTIONS, STUDIES,
TESTS, AND ANALYSES THAT IT WISHED TO CONDUCT WITH RESPECT TO THE MILLS, THE
PRINEVILLE PROPERTY, AND THE OTHER PURCHASED ASSETS AND HAS BEEN PROVIDED
SUFFICIENT ACCESS TO THE MILLS, THE PRINEVILLE PROPERTY, AND THE OTHER PURCHASED
ASSETS FOR SUCH PURPOSE. IN ENTERING INTO THIS AGREEMENT, BUYER IS RELYING
SOLELY ON ITS OWN INVESTIGATION AND IS ASSUMING THE RISK THAT ADVERSE PHYSICAL,
ECONOMIC, OR OTHER CONDITIONS OR CIRCUMSTANCES MAY NOT HAVE BEEN REVEALED BY ITS
INVESTIGATION.
6.3.2
EXCEPT AS EXPRESSLY SET FORTH IN SECTION 6.1, NEITHER SELLER NOR
ANY OF ITS REPRESENTATIVES MAKES OR HAS MADE ANY REPRESENTATION OR WARRANTY
WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO ANY MATTER RELATING TO ANY MILL,
THE PRINEVILLE PROPERTY, OR ANY OTHER PURCHASED ASSET. WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, EXCEPT AS EXPRESSLY SET FORTH IN SECTION 6.1,
SELLER HEREBY EXPRESSLY DISCLAIMS ANY WARRANTY WHATSOEVER, WHETHER STATUTORY OR
OTHERWISE AND WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE AS TO ANY MILL, THE PRINEVILLE PROPERTY, OR ANY OF THE OTHER
PURCHASED ASSETS (OR ANY PORTION THEREOF).
6.3.3
ON CLOSING, BUYER WILL ACCEPT THE MILLS, THE PRINEVILLE PROPERTY,
AND THE OTHER PURCHASED ASSETS "AS IS," "WHERE IS," AND "WITH ALL FAULTS.'
6.3.4
NOTHING IN THIS SECTION 6.3 SHALL BE CONSTRUED TO LIMIT BUYER'S
RIGHT TO TERMINATE THIS TRANSACTION AS PROVIDED IN THIS AGREEMENT UPON A FAILURE
OF ANY OF THE CONDITIONS SET FORTH IN SECTION 4.2.
6.4
NO
SURVIVAL OF REPRESENTATIONS AND WARRANTIES. THE
REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTIONS 6.1 AND 6.2 SHALL NOT
SURVIVE THE CLOSING OR BEYOND THE CLOSING DATE.
7.
Additional Covenants.
7.1
EMPLOYEE MATTERS.
7.1.1
OFFER OF EMPLOYMENT. SELLER SHALL TERMINATE THE EMPLOYMENT OF ALL
OF THE BUSINESS EMPLOYEES AND UP TO TEN (10) OF THE ADMINISTRATIVE AND SALES
EMPLOYEES, AS MAY BE SELECTED BY BUYER IN ITS DISCRETION, AS OF THE CLOSING
DATE. BUYER AGREES TO OFFER (OR TO CAUSE ONE OF ITS AFFILIATES TO OFFER)
EMPLOYMENT AT THE SAME OR SUBSTANTIALLY SIMILAR POSITIONS, EFFECTIVE AS OF THE
CLOSING TIME, TO SUBSTANTIALLY ALL OF THE BUSINESS EMPLOYEES AND TO THE TEN (10)
OR FEWER ADMINISTRATIVE AND SALES EMPLOYEES SELECTED BY BUYER. EACH SUCH OFFER
OF