SHALL BECOME EFFECTIVE WHEN EACH PARTY HERETO SHALL
HAVE RECEIVED A COUNTERPART HEREOF SIGNED BY THE OTHER PARTY HERETO.
IN THE
EVENT THAT ANY SIGNATURE TO THIS AGREEMENT OR ANY AMENDMENT HERETO IS DELIVERED
BY FACSIMILE TRANSMISSION OR BY E-MAIL DELIVERY OF A ".PDF" FORMAT DATA FILE,
SUCH SIGNATURE SHALL CREATE A VALID AND BINDING OBLIGATION OF THE PARTY
EXECUTING (OR ON WHOSE BEHALF SUCH SIGNATURE IS EXECUTED) WITH THE SAME
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force and effect as if such facsimile or ".pdf" signature page were an original
thereof.
No party hereto shall raise the use of a facsimile machine or e-mail
delivery of a ".pdf" format data file to deliver a signature to this Agreement
or any amendment hereto or the fact that such signature was transmitted or
communicated through the use of a facsimile machine or e-mail delivery of a
".pdf" format data file as a defense to the formation or enforceability of a
contract and each party hereto forever waives any such defense.
10.9
NO THIRD PARTY BENEFICIARIES.
NO PROVISION OF THIS
AGREEMENT IS INTENDED TO CONFER UPON ANY PERSON OTHER THAN THE PARTIES HERETO
ANY RIGHTS OR REMEDIES HEREUNDER.
10.10
ENTIRE AGREEMENT.
THIS AGREEMENT, THE ANCILLARY
AGREEMENTS, THE SELLER DISCLOSURE SCHEDULES, THE EXHIBITS AND SCHEDULES, AND THE
OTHER DOCUMENTS, INSTRUMENTS AND AGREEMENTS SPECIFICALLY REFERRED TO HEREIN OR
THEREIN OR DELIVERED PURSUANT HERETO OR THERETO SET FORTH THE ENTIRE
UNDERSTANDING OF THE PARTIES HERETO WITH RESPECT TO THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT.
ALL SCHEDULES, INCLUDING THE SELLER DISCLOSURE
SCHEDULES, REFERRED TO HEREIN ARE INTENDED TO BE AND HEREBY ARE SPECIFICALLY
MADE A PART OF THIS AGREEMENT.
ANY AND ALL PREVIOUS AGREEMENTS AND
UNDERSTANDINGS BETWEEN OR AMONG THE PARTIES REGARDING THE SUBJECT MATTER HEREOF,
WHETHER WRITTEN OR ORAL, ARE SUPERSEDED BY THIS AGREEMENT, EXCEPT FOR THE
CONFIDENTIALITY AGREEMENT WHICH SHALL CONTINUE IN FULL FORCE AND EFFECT IN
ACCORDANCE WITH ITS TERMS.
10.11
CAPTIONS.
ALL CAPTIONS CONTAINED IN THIS AGREEMENT ARE
FOR CONVENIENCE OF REFERENCE ONLY, DO NOT FORM A PART OF THIS AGREEMENT AND
SHALL NOT AFFECT IN ANY WAY THE MEANING OR INTERPRETATION OF THIS AGREEMENT.
10.12
SEVERABILITY.
ANY PROVISION OF THIS AGREEMENT WHICH IS
INVALID OR UNENFORCEABLE IN ANY JURISDICTION SHALL BE INEFFECTIVE TO THE EXTENT
OF SUCH INVALIDITY OR UNENFORCEABILITY WITHOUT INVALIDATING OR RENDERING
UNENFORCEABLE THE REMAINING PROVISIONS HEREOF, AND ANY SUCH INVALIDITY OR
UNENFORCEABILITY IN ANY JURISDICTION SHALL NOT INVALIDATE OR RENDER
UNENFORCEABLE SUCH PROVISION IN ANY OTHER JURISDICTION.
10.13
INTERPRETATION.
THE PARTIES HERETO HAVE PARTICIPATED
JOINTLY IN THE NEGOTIATION AND DRAFTING OF THIS AGREEMENT, AND ANY RULE OF
CONSTRUCTION OR INTERPRETATION OTHERWISE REQUIRING THIS AGREEMENT TO BE
CONSTRUED OR INTERPRETED AGAINST ANY PARTY BY VIRTUE OF THE AUTHORSHIP OF THIS
AGREEMENT SHALL NOT APPLY TO THE CONSTRUCTION AND INTERPRETATION HEREOF.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of
the date first above written.
Buyer:
FARMER BROS. CO.,
a Delaware corporation
By:
/S/ GUENTER W. BERGER
Name:
Guenter W. Berger
Title:
Chairman and Chief