PROVISION.
29.
ASSIGNMENTS, SUCCESSORS, AND NO THIRD PARTY RIGHTS.
NEITHER PARTY
MAY ASSIGN ANY OF ITS RIGHTS UNDER THIS AGREEMENT WITHOUT THE PRIOR CONSENT OF
THE OTHER PARTY.
SUBJECT TO THE PRECEDING SENTENCE, THIS AGREEMENT WILL APPLY
TO, BE BINDING IN ALL RESPECTS UPON, AND INURE TO THE BENEFIT OF THE SUCCESSORS
AND PERMITTED ASSIGNS OF THE PARTIES. NOTHING EXPRESSED OR REFERRED TO IN THIS
AGREEMENT WILL BE CONSTRUED TO GIVE ANY PERSON OTHER THAN THE PARTIES TO THIS
AGREEMENT ANY LEGAL OR EQUITABLE RIGHT, REMEDY, OR CLAIM UNDER OR WITH RESPECT
TO THIS AGREEMENT OR ANY PROVISION OF THIS AGREEMENT. THIS AGREEMENT AND ALL OF
ITS PROVISIONS AND CONDITIONS ARE FOR THE SOLE AND EXCLUSIVE BENEFIT OF THE
PARTIES TO THIS AGREEMENT AND THEIR SUCCESSORS AND ASSIGNS.
30.
ENTIRE AGREEMENT.
THIS AGREEMENT, TOGETHER WITH THE EXHIBITS
ATTACHED AND INCORPORATED BY REFERENCE, CONTAINS ALL OF THE TERMS, WARRANTIES,
REPRESENTATIONS, AGREEMENTS, COVENANTS, CONDITIONS, AND PROVISIONS THE PARTIES
HAVE AGREED UPON WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT AND MERGES
AND SUPERSEDES ALL PRIOR AGREEMENTS, UNDERSTANDINGS, AND REPRESENTATIONS
RELATING TO SUCH SUBJECT MATTER.
THIS AGREEMENT WILL NOT BE ALTERED OR CHANGED
EXCEPT BY A WRITING THAT AN AUTHORIZED OFFICER OR REPRESENTATIVE OF EACH PARTY
SIGNS.
THIS AGREEMENT MAY BE EXECUTED IN ONE OR MORE COUNTERPARTS AND BY
ELECTRONIC OR FACSIMILE SIGNATURES, ALL OF WHICH TOGETHER WILL BE CONSIDERED ONE
DOCUMENT AND WILL SERVE AS AN ORIGINAL FOR ALL PURPOSES.
31.
GOVERNING LAW; INTERPRETATION.
THIS AGREEMENT WILL BE GOVERNED BY
NEW YORK LAW WITHOUT REGARD TO ITS CONFLICTS OF LAW RULES.
18
32.
CURRENCY.
ALL AMOUNTS SET FORTH IN THIS AGREEMENT AND ALL
BUSINESS CONDUCTED PURSUANT TO THIS AGREEMENT ARE AND WILL BE DENOMINATED AND
CONDUCTED IN US DOLLARS.
33.
TERMS AND CONDITIONS.
THE TERMS AND CONDITIONS OF PURCHASE AND
SALE OF PRODUCTS ARE SET FORTH IN THIS AGREEMENT, AS AMENDED OR MODIFIED IN
WRITING SIGNED BY BOTH PARTIES, AND NEITHER PARTY'S STANDARD TERMS AND
CONDITIONS WILL APPLY.
IN THE EVENT OF ANY CONFLICT BETWEEN THIS AGREEMENT AND
TERMS OF ANY DOCUMENTS DELIVERED PURSUANT TO THIS AGREEMENT, INCLUDING WITHOUT
LIMITATION ANY PURCHASE ORDER AND ANY INVOICES SENT BY MANUFACTURER, THIS
AGREEMENT WILL CONTROL.
[SIGNATURE PAGE FOLLOWS]
19
IN WITNESS WHEREOF, each party has executed this Agreement on the day and year
first above written.
MGP Ingredients, Inc.
By:
/s/ Timothy W. Newkirk
Timothy W. Newkirk, President
Illinois Corn Processing, LLC
By:
/s/ Randy Schrick
Randy Schrick, President
EXHIBIT A - PRODUCTS AND SPECIFICATIONS
ASTM 4806 specifications current at the time of delivery or any successor
specifications thereof with sulfates not to exceed 4 ppm and denaturant not to
exceed the Internal Revenue Service volume maximum so that the Product qualifies
for the full blender's credit.
EXHIBIT B ****
**** [3 pages omitted]
**** indicates
that material deemed confidential has been omitted from this
document pursuant to a request for confidential treatment under Exchange Act
Rule 24b-2 and 5 U.S.C. 552(b)(4) and has been filed separately with