AND SEVERAL IF ENTERED INTO BY
MORE THAN ONE PERSON ON BEHALF OF SUCH PARTY, AND A DEFAULT BY ANY ONE OR MORE
OF SUCH PERSONS SHALL BE DEEMED A DEFAULT ON THE PART OF THE PARTY WITH WHOM
SAID PERSON OR PERSONS ARE IDENTIFIED.
NO THIRD PARTY IS INTENDED TO BE
BENEFITED BY THIS AGREEMENT.
26.
ASSIGNMENT; SUCCESSORS.
NEITHER SELLER NOR PURCHASER MAY SELL, TRANSFER,
ASSIGN, PLEDGE OR ENCUMBER ITS INTEREST IN THIS AGREEMENT WITHOUT THE PRIOR
WRITTEN CONSENT OF THE OTHER, WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD.
SUBJECT TO THE RESTRICTIONS CONTAINED HEREIN, THE RIGHTS AND OBLIGATIONS OF THE
SELLER AND PURCHASER SHALL INURE TO THE BENEFIT OF AND BE BINDING UPON THEIR
RESPECTIVE ESTATES, HEIRS, EXECUTORS ADMINISTRATORS, SUCCESSORS,
SUCCESSORS-IN-TRUST AND ASSIGNS.
PURCHASER SHALL HAVE THE RIGHT, WITHOUT
OBTAINING SELLER'S CONSENT, TO TRANSFER
or assign its interest in this Agreement to a third party identified by
Purchaser in writing prior to Closing; provided that Purchaser shall remain
directly and primarily liable for Purchaser's obligations pursuant to the
Agreement and in no way shall such an assignment be deemed a waiver, release or
novation.
27.
ENTIRE AGREEMENT.
ALL UNDERSTANDINGS AND AGREEMENTS PREVIOUSLY EXISTING
BETWEEN THE PARTIES, IF ANY, EXCEPT FOR THAT CERTAIN CONFIDENTIALITY AGREEMENT
DATED DECEMBER 22, 2005, BY AND BETWEEN NEENAH PAPER, INC. AND PURCHASER (THE
"CONFIDENTIALITY AGREEMENT") ARE MERGED INTO THIS AGREEMENT, WHICH ALONE FULLY
AND COMPLETELY EXPRESSES THEIR AGREEMENT, AND THE SAME IS ENTERED INTO AFTER
FULL INVESTIGATION, NEITHER PARTY RELYING UPON ANY STATEMENT OR REPRESENTATION
MADE BY THE OTHER NOT EMBODIED HEREIN.
THIS AGREEMENT MAY BE MODIFIED ONLY BY A
WRITTEN AMENDMENT EXECUTED BY ALL PARTIES.
28.
INTERPRETATION.
THIS AGREEMENT HAS BEEN REVIEWED BY BOTH PARTIES AND EACH
PARTY HAS HAD THE OPPORTUNITY TO CONSULT WITH INDEPENDENT COUNSEL WITH RESPECT
TO THE TERMS HEREOF AND HAS DONE SO TO THE EXTENT THAT SUCH PARTY DESIRED.
NO
STRICTER CONSTRUCTION OR INTERPRETATION OF THE TERMS HEREOF SHALL BE APPLIED
AGAINST EITHER PARTY AS THE DRAFTER HEREOF.
29.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN COUNTERPARTS, EACH OF
WHICH SHALL BE DEEMED TO BE AN ORIGINAL INSTRUMENT.
ALL SUCH COUNTERPARTS
TOGETHER SHALL CONSTITUTE A FULLY EXECUTED AGREEMENT.
30.
SURVIVAL.
NO PROVISION OF THIS AGREEMENT SHALL SURVIVE CLOSING, EXCEPT
THAT ALL AGREEMENTS, COVENANTS, REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS
AGREEMENT, AND ALL PROVISIONS OF THIS AGREEMENT, THE FULL PERFORMANCE OF WHICH
IS NOT REQUIRED PRIOR TO CLOSING, WILL SURVIVE CLOSING AND BE FULLY ENFORCEABLE
FOR A PERIOD OF 24 MONTHS AFTER CLOSING (AND SUCH ADDITIONAL TIME NECESSARY FOR
ANY FINAL RESOLUTION OF ANY CLAIM OR ACTION COMMENCED PRIOR TO THE END OF SUCH
PERIOD), UNLESS ANOTHER TIME PERIOD FOR SURVIVAL IS SPECIFICALLY LISTED HEREIN
(INCLUDING THE TIME PERIOD PROVIDED IN SECTION 10.1).
31.
CONFIDENTIALITY.
(A)
SELLER AND PURCHASER AGREE THAT WITH RESPECT TO ANY DISCLOSURE OF THE
TERMS AND CONDITIONS OF THIS AGREEMENT OR THE STATUS OF THE TRANSACTION
CONTEMPLATED HEREBY, SELLER AND PURCHASER SHALL BE BOUND BY THE TERMS AND
CONDITIONS OF THE CONFIDENTIALITY AGREEMENT