(II) IN THE PUBLIC DOMAIN (EITHER
PRIOR TO OR AFTER THE RECEIPT BY THE RECEIVING PARTY OF SUCH DOCUMENTS,
MATERIALS OR INFORMATION) THROUGH NO FAULT OF SUCH RECEIVING PARTY, (C) LATER
ACQUIRED
44
BY THE RECEIVING PARTY FROM ANOTHER SOURCE IF THE RECEIVING PARTY IS NOT AWARE
THAT SUCH SOURCE IS UNDER AN OBLIGATION TO THE OTHER PARTY HERETO TO KEEP SUCH
DOCUMENTS AND INFORMATION CONFIDENTIAL, OR (D) DISCLOSED TO A RECIPIENT WHO HAS
EXECUTED A CONFIDENTIALITY AGREEMENT CONTAINING SUBSTANTIALLY THE SAME
RESTRICTIONS AS THOSE SET FORTH HEREIN IN CONNECTION WITH THE RECEIPT OF SUCH
CONFIDENTIAL INFORMATION; PROVIDED, THAT FOLLOWING THE CLOSING THE FOREGOING
RESTRICTIONS WILL NOT APPLY TO PURCHASER'S USE OF DOCUMENTS, MATERIALS AND
INFORMATION CONCERNING THE PROPERTY.
IN THE EVENT THE TRANSACTIONS CONTEMPLATED
HEREBY ARE NOT CONSUMMATED, UPON THE REQUEST OF THE OTHER PARTY, EACH PARTY
HERETO WILL, AND WILL CAUSE ITS AFFILIATES AND THEIR RESPECTIVE REPRESENTATIVES
TO, PROMPTLY REDELIVER, OR CAUSE TO BE REDELIVERED, ALL COPIES OF DOCUMENTS,
MATERIALS AND INFORMATION FURNISHED BY THE OTHER PARTY IN CONNECTION WITH THIS
AGREEMENT OR THE TRANSACTION CONTEMPLATED HEREBY AND DESTROY, OR CAUSE TO BE
DESTROYED, ALL NOTES, MEMORANDA, SUMMARIES, ANALYSES, COMPILATIONS AND OTHER
WRITINGS RELATED THERETO OR BASED THEREON PREPARED BY THE PARTY THAT RECEIVED
SUCH DOCUMENTS, MATERIALS AND INFORMATION OR ITS REPRESENTATIVES.
Notwithstanding the preceding sentence or anything else in this Agreement to the
contrary, each party hereto and its respective Representatives may disclose to
any and all persons, without limitation of any kind, the tax treatment and tax
structure of the transaction and all materials of any kind (including opinions
or other tax analyses) that are provided to the parties hereto relating to such
tax treatment and tax structure.
For this purpose "tax structure" is limited to
any facts relevant to the U.S. federal income tax treatment of the transaction
and does not include information related to the identity of the parties.
The
preceding authorization to disclose does not prevent each party and its
respective Representatives from asserting any attorney-client privilege,
work-product doctrine, or other applicable privilege or defense against
disclosure of such information.
9.19
FACSIMILE SIGNATURES.
FACSIMILE TRANSMISSION OF
ANY SIGNED ORIGINAL DOCUMENT AND RETRANSMISSION OF ANY SIGNED FACSIMILE
TRANSMISSION WILL BE THE SAME AS DELIVERY OF AN ORIGINAL. AT THE REQUEST OF ANY
PARTY TO THIS AGREEMENT, THE PARTIES WILL CONFIRM FACSIMILE TRANSMITTED
SIGNATURES BY EXECUTING AN ORIGINAL DOCUMENT.
9.20
BULK SALES ACT.
THE PARTIES HEREBY WAIVE
COMPLIANCE WITH THE BULK SALES ACT OR COMPARABLE STATUTORY PROVISIONS OF EACH
APPLICABLE JURISDICTION.
[The remainder of this page is intentionally left blank.]
45
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective
Date.
SELLER:
LOUISIANA-PACIFIC CORPORATION
By:
Name:
Title:
PURCHASER:
ETT ACQUISITION COMPANY, LLC
By:
Name:
Title:
EXHIBIT A
FORM OF NOTES
EXHIBIT B
FORM OF LETTER OF CREDIT
EXHIBIT C
FORM OF ESCROW AGREEMENT
THIS ESCROW AGREEMENT (this "Escrow Agreement") is made as of July 2, 2003, by
and among FIDELITY NATIONAL TITLE INSURANCE COMPANY, a