12700 Whitewater Drive
Minnetonka, MN
10005
Fax:
(952) 367-1548
Thomas Melone
Allco Renewable Energy Limited
14 Wall Street, 20th Floor
New York, NY
10005
Fax:
(801) 858-8818
8.2
ENTIRE AGREEMENT.
THIS AGREEMENT, THE MERGER AGREEMENT, THE
OTHER TRANSACTION DOCUMENTS AND THE SCHEDULES AND EXHIBITS HERETO AND THERETO
EMBODY THE ENTIRE AGREEMENT AND UNDERSTANDING OF THE PARTIES WITH RESPECT TO THE
SUBJECT MATTER HEREOF, AND SUPERSEDE ALL PRIOR AND CONTEMPORANEOUS AGREEMENTS
AND UNDERSTANDINGS RELATIVE TO SUCH SUBJECT MATTER.
8.3
ASSIGNMENT; BINDING AGREEMENT.
THIS AGREEMENT AND THE VARIOUS
RIGHTS AND OBLIGATIONS ARISING HEREUNDER SHALL INURE TO THE BENEFIT OF AND BE
BINDING UPON THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS, HEIRS,
DEVISEES, LEGATEES, LEGAL REPRESENTATIVES AND PERMITTED ASSIGNS (WHETHER DIRECT
OR INDIRECT, BY PURCHASE, MERGER, CONSOLIDATION, REORGANIZATION OR OTHERWISE).
NEITHER THIS AGREEMENT NOR ANY OF THE RIGHTS, INTERESTS, OR OBLIGATIONS
HEREUNDER SHALL BE TRANSFERRED, DELEGATED, OR ASSIGNED (BY OPERATION OF LAW OR
OTHERWISE) BY PARENT WITHOUT THE PRIOR WRITTEN CONSENT OF THE APPLICABLE SELLING
EQUITYHOLDER (WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD) OR BY A SELLING
EQUITYHOLDER OR BLOCKER ENTITY WITHOUT THE PRIOR WRITTEN CONSENT OF PARENT
(WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD .
8.4
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED SIMULTANEOUSLY IN
MULTIPLE COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, BUT ALL OF
WHICH TAKEN TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
SIGNATURES
MAY BE TRANSMITTED BY FACSIMILE, PDF, EMAIL OR SIMILAR FORM OF ELECTRONIC
TRANSMISSION.
8.5
HEADINGS; INTERPRETATION.
THE ARTICLE AND SECTION HEADINGS
CONTAINED IN THIS AGREEMENT ARE INSERTED FOR CONVENIENCE ONLY AND SHALL NOT
AFFECT IN ANY WAY THE MEANING OR INTERPRETATION OF THE AGREEMENT.
EACH
REFERENCE IN THIS AGREEMENT TO AN ARTICLE, SECTION, SCHEDULE OR EXHIBIT, UNLESS
OTHERWISE INDICATED, SHALL MEAN AN ARTICLE OR A SECTION OF THIS AGREEMENT OR A
SCHEDULE OR EXHIBIT ATTACHED TO THIS AGREEMENT, RESPECTIVELY.
REFERENCES HEREIN
TO "DAYS," UNLESS OTHERWISE INDICATED, ARE TO CONSECUTIVE CALENDAR DAYS.
EACH
PARTY HERETO HAS PARTICIPATED SUBSTANTIALLY IN THE NEGOTIATION AND DRAFTING OF
THIS AGREEMENT AND EACH PARTY AGREES THAT ANY AMBIGUITY HEREIN SHOULD NOT BE
CONSTRUED AGAINST THE DRAFTSMAN.
WHENEVER REQUIRED BY THE CONTEXT, ANY GENDER
SHALL INCLUDE ANY OTHER GENDER, THE SINGULAR SHALL INCLUDE THE PLURAL AND THE
PLURAL SHALL INCLUDE THE SINGULAR.
8.6
EXPENSES.
PARENT SHALL PAY THE FEES AND EXPENSES OF ITS
COUNSEL, ACCOUNTANTS, EXPERTS, OTHER REPRESENTATIVE AND ALL OTHER EXPENSES
INCURRED BY ANY OF THEM INCIDENT OR RELATING TO THE NEGOTIATION, PREPARATION AND
EXECUTION OF THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, AND THE
PERFORMANCE BY IT OF ITS OBLIGATIONS HEREUNDER.
ALL EXPENSES OF THE SELLING
EQUITYHOLDERS OR THE BLOCKER ENTITY OR THE COMPANY SHALL BE PAID PURSUANT TO
SECTION 1.11 OF THE MERGER AGREEMENT IF THE CLOSING SHALL OCCUR OR BY THE
COMPANY IF THIS AGREEMENT IS TERMINATED.
8.7
REMEDIES CUMULATIVE.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED
HEREIN, ALL RIGHTS AND REMEDIES OF THE PARTIES UNDER THIS AGREEMENT ARE
CUMULATIVE AND WITHOUT PREJUDICE TO ANY OTHER RIGHTS OR REMEDIES UNDER LAW.
8.8
GOVERNING LAW.
THIS AGREEMENT SHALL