TO THE SINGULAR AND PLURAL
FORMS OF THE DEFINED TERMS.
THE TERMS "INCLUDE" AND "INCLUDING" ARE NOT
LIMITING AND MEAN "INCLUDING WITHOUT LIMITATION." THE MASCULINE GENDER SHALL
INCLUDE THE FEMININE AND NEUTER GENDERS; THE FEMININE GENDER SHALL INCLUDE THE
MASCULINE AND NEUTER GENDERS; AND THE NEUTER GENDER SHALL INCLUDE THE MASCULINE
AND FEMININE GENDERS.
(B)
REFERENCES TO AGREEMENTS AND OTHER DOCUMENTS SHALL BE DEEMED TO INCLUDE
ALL SUBSEQUENT AMENDMENTS AND OTHER MODIFICATIONS THERETO.
(C)
REFERENCES TO STATUTES SHALL INCLUDE ALL REGULATIONS PROMULGATED
THEREUNDER AND REFERENCES TO STATUTES OR REGULATIONS SHALL BE CONSTRUED AS
INCLUDING ALL STATUTORY AND REGULATORY PROVISIONS CONSOLIDATING, AMENDING OR
REPLACING THE STATUTE OR REGULATION.
(D)
THE CAPTIONS AND HEADINGS OF THIS AGREEMENT ARE FOR CONVENIENCE OF
REFERENCE ONLY AND SHALL NOT AFFECT THE CONSTRUCTION OF THIS AGREEMENT.
(E)
THE PARTIES PARTICIPATED JOINTLY IN THE NEGOTIATION AND DRAFTING OF THIS
AGREEMENT AND THE LANGUAGE USED IN THIS AGREEMENT SHALL BE DEEMED TO BE THE
LANGUAGE CHOSEN BY THE PARTIES TO EXPRESS THEIR MUTUAL INTENT.
IF AN AMBIGUITY
OR QUESTION OF INTENT OR INTERPRETATION ARISES, THEN THIS AGREEMENT WILL
ACCORDINGLY BE CONSTRUED AS DRAFTED JOINTLY BY THE PARTIES, AND NO PRESUMPTION
OR BURDEN OF PROOF WILL ARISE FAVORING OR DISFAVORING ANY PARTY BY VIRTUE OF THE
AUTHORSHIP OF ANY OF THE PROVISIONS OF THIS AGREEMENT.
(F)
THE ANNEXES, SCHEDULES AND EXHIBITS TO THIS AGREEMENT ARE A MATERIAL PART
HEREOF AND SHALL BE TREATED AS IF FULLY INCORPORATED INTO THE BODY OF THE
AGREEMENT. FOR PURPOSES OF THIS AGREEMENT, WHENEVER THE CONTEXT REQUIRES: THE
SINGULAR NUMBER SHALL INCLUDE THE PLURAL, AND VICE VERSA.
(Signature Page Follows)
40
IN WITNESS WHEREOF, the parties have executed this Asset Purchase Agreement
effective as of the date first written above.
PURCHASER:
STEINWAY MUSICAL INSTRUMENTS, INC.
By:
/s/ Dennis M. Hanson
Name:
Dennis M. Hanson
Title:
Sr. EVP & CFO
Address for Notice:
c/o Steinway Musical Instruments, Inc.
800 South Street, Suite 305
Waltham, MA 02453
Attention: General Counsel
Fax: (781) 894-9803
with a copy (which shall not constitute notice) to:
SELLER:
DENNIS BAMBER, INC., D/B/A THE WOODWIND & THE BRASSWIND
By:
/s/ David G. Yoder
Name:
David G. Yoder
Title:
VP, CFO
Address for Notice:
Dennis Bamber, Inc.
4004 Technology Dr.
South Bend, IN 46628
Fax: (574) 251-3549
with a copy (which shall not constitute notice) to:
Howard L. Adelman
Adelman & Gettleman
53 West Jackson Boulevard, Suite 1050
Chicago, IL 60604
(312) 435-1050 / Fax (312) 435-1059

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