ARISING OUT OF THIS AGREEMENT, THE PARTY IN WHOSE FAVOR FINAL JUDGMENT SHALL BE
ENTERED SHALL BE ENTITLED TO HAVE AND RECOVER OF AND FROM THE OTHER PARTY ALL
COSTS AND EXPENSES OF SUIT, INCLUDING REASONABLE ATTORNEYS' FEES ON A SOLICITOR
AND CLIENT BASIS.
20.
GOVERNING LAW.
THIS AGREEMENT SHALL BE INTERPRETED, CONSTRUED AND
ENFORCED ACCORDING TO THE LAWS OF THE PROVINCE OF NOVA SCOTIA, CANADA AND THE
FEDERAL LAWS OF CANADA APPLICABLE THEREIN.
21.
NOTICES.
ALL NOTICES OR OTHER COMMUNICATION PROVIDED FOR UNDER THIS
AGREEMENT SHALL BE IN WRITING, SHALL BE EFFECTIVE UPON RECEIPT OR REFUSAL TO
ACCEPT DELIVERY, AND SHALL BE (I) DELIVERED PERSONALLY, (II) SENT BY REGISTERED
OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID, OR BY PRIVATE
OVERNIGHT COURIER SERVICE, ADDRESSED TO THE PERSON TO RECEIVE SUCH NOTICE OR
COMMUNICATION AT THE FOLLOWING ADDRESS, OR (III) SENT BY FACSIMILE TRANSMISSION
TO THE PHONE NUMBER LISTED BELOW WITH A COPY OF SUCH NOTICE SENT ON THE SAME DAY
OF TRANSMISSION BY THE METHOD SET FORTH IN THE PRECEDING CLAUSE (II):
If to Seller:
Neenah Paper Company of Canada
c/o Neenah Paper, Inc.
3460 Preston Ridge Road, Suite 600
Alpharetta, Georgia 30005
Attn:
Legal Department
Facsimile:
(678) 518 3283
If to Purchaser:
Wagner Forest Management, Ltd.
150 Orford Road
Lyme, New Hampshire 03768
Attn:
Thomas Colgan
Facsimile: (603) 795-4631
with a copy to:
Smith, Gambrell & Russell, LLP
Suite 3100, Promenade II
Atlanta, GA 30309-35791
Attn:
Mark Pottorff
Facsimile: (404) 685-6897
22.
TIME OF PERFORMANCE.
TIME IS OF THE ESSENCE OF THIS AGREEMENT AND OF ALL
ACTS REQUIRED TO BE DONE AND PERFORMED BY THE PARTIES HERETO, INCLUDING, BUT NOT
LIMITED TO, THE PROPER TENDER OF EACH OF THE SUMS REQUIRED BY THE TERMS HEREOF
TO BE PAID.
23.
SECTION HEADINGS.
THE WORD OR WORDS APPEARING AT THE COMMENCEMENT OF
SECTIONS AND SUBSECTIONS OF THIS AGREEMENT ARE INCLUDED ONLY AS A GUIDE TO THE
CONTENTS THEREOF AND ARE NOT TO BE CONSIDERED AS CONTROLLING, ENLARGING OR
RESTRICTING THE LANGUAGE OR MEANING OF THOSE SECTIONS OR SUBSECTIONS.
24.
INVALIDITY.
IN THE EVENT ANY PORTION OF THIS AGREEMENT SHOULD BE HELD TO
BE INVALID BY ANY COURT OF COMPETENT JURISDICTION, SUCH HOLDING SHALL NOT AFFECT
THE REMAINING PROVISIONS HEREOF UNLESS THE COURT'S RULING INCLUDES A
DETERMINATION THAT THE PRINCIPAL PURPOSE AND INTENT OF THIS AGREEMENT ARE
THEREBY DEFEATED.
25.
LEGAL RELATIONSHIPS.
SELLER AND PURCHASER AGREE THAT (A) THE RELATIONSHIP
BETWEEN THEM IS, IS INTENDED TO BE AND SHALL AT ALL TIMES REMAIN, IN CONNECTION
WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THAT OF SELLER AND
PURCHASER AND (B) NEITHER PARTY IS, IS INTENDED TO BE OR SHALL BE CONSTRUED AS A
PARTNER, JOINT VENTURER, LENDER, BORROWER, DEBTOR, CREDITOR, ALTER EGO, MANAGER,
CONTROLLING PERSON OR OTHER BUSINESS ASSOCIATE OR PARTICIPANT OF ANY KIND OF THE
OTHER PARTY OR ANY OF ITS AFFILIATES AND NEITHER PARTY INTENDS TO EVER ASSUME
SUCH STATUS.
ALL TERMS, COVENANTS AND CONDITIONS TO BE OBSERVED AND PERFORMED
BY EITHER OF THE PARTIES HERETO SHALL BE JOINT