MAIL, IF MAILED BY REGULAR UNITED STATES MAIL, OR UPON
RECEIPT, IF DELIVERED PERSONALLY OR BY COURIER (INCLUDING A RECOGNIZED OVERNIGHT
DELIVERY SERVICE) OR BY FACSIMILE, IN EACH CASE ADDRESSED TO A PARTY.
THE
ADDRESSES FOR SUCH COMMUNICATIONS SHALL BE:
If to the Company:
Broadwind Energy, Inc.
47 E. Chicago Avenue, Suite 332
Naperville, IL 60540
Telephone: (630) 637-0315
Facsimile:
(630) 637-8472
Attention:
Mr. J. Cameron Drecoll
With copy to:
Fredrikson & Byron, P.A.
4000 U.S. Bank Plaza
200 South Sixth Street
Minneapolis, MN
55402-1425
Telephone: (612) 492-7000
Facsimile:
(612) 492-7077
Attention:
Daniel A. Yarano
If to the Buyer:
Charles H. Beynon
5151 San Felipe, Suite 425
Houston, Texas 77056
Telephone: (713) 305-7912
Facsimile: (713) 868-4660
Each party shall provide notice to the other party of any change in address.
10.7
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT SHALL BE BINDING UPON AND
INURE TO THE BENEFIT OF THE PARTIES AND THEIR SUCCESSORS AND ASSIGNS.
THE
COMPANY SHALL NOT ASSIGN THIS AGREEMENT OR ANY RIGHTS OR OBLIGATIONS HEREUNDER
WITHOUT THE PRIOR WRITTEN CONSENT OF THE BUYER.
17
10.8
THIRD PARTY BENEFICIARIES.
THIS AGREEMENT IS INTENDED FOR THE
BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE PERMITTED SUCCESSORS AND
ASSIGNS, AND IS NOT FOR THE BENEFIT OF, NOR MAY ANY PROVISION HEREOF BE ENFORCED
BY, ANY OTHER PERSON.
10.9
PUBLICITY.
THE COMPANY AND THE BUYER SHALL HAVE THE RIGHT TO
REVIEW FOR A REASONABLE PERIOD OF TIME BEFORE ISSUING ANY PRESS RELEASES OR ANY
OTHER PUBLIC STATEMENTS WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY;
PROVIDED, HOWEVER, THAT THE COMPANY SHALL BE ENTITLED, WITHOUT THE PRIOR
APPROVAL OF THE BUYER, TO MAKE ANY PRESS RELEASE WITH RESPECT TO SUCH
TRANSACTIONS AS IS REQUIRED BY APPLICABLE LAW AND REGULATIONS (ALTHOUGH THE
BUYER SHALL BE CONSULTED BY THE COMPANY IN CONNECTION WITH ANY SUCH PRESS
RELEASE PRIOR TO ITS RELEASE AND SHALL BE PROVIDED WITH A COPY THEREOF AND BE
GIVEN AN OPPORTUNITY TO COMMENT THEREON).
NOTWITHSTANDING THE FOREGOING, THE
COMPANY SHALL FILE WITH THE SEC A FORM 8-K DISCLOSING THE TRANSACTIONS HEREIN
WITHIN FOUR (4) BUSINESS DAYS OF THE CLOSING DATE AND ATTACH THE RELEVANT
AGREEMENTS AND INSTRUMENTS THERETO, AND THE BUYER MAY MAKE SUCH FILINGS AS MAY
BE REQUIRED UNDER SECTION 13 AND SECTION 16 OF THE 1934 ACT.
10.10
FURTHER ASSURANCES.
EACH PARTY SHALL DO AND PERFORM, OR CAUSE TO BE
DONE AND PERFORMED, ALL SUCH FURTHER ACTS AND THINGS, AND SHALL EXECUTE AND
DELIVER ALL SUCH OTHER AGREEMENTS, CERTIFICATES, INSTRUMENTS AND DOCUMENTS, AS
THE OTHER PARTY MAY REASONABLY REQUEST IN ORDER TO CARRY OUT THE INTENT AND
ACCOMPLISH THE PURPOSES OF THIS AGREEMENT AND THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREBY.
10.11
NO STRICT CONSTRUCTION.
THE LANGUAGE USED IN THIS AGREEMENT WILL BE
DEEMED TO BE THE LANGUAGE CHOSEN BY THE PARTIES TO EXPRESS THEIR MUTUAL INTENT,
AND NO RULES OF STRICT CONSTRUCTION WILL BE APPLIED AGAINST ANY PARTY.
10.12
RIGHTS CUMULATIVE.
EACH AND ALL OF THE VARIOUS RIGHTS, POWERS AND
REMEDIES OF THE PARTIES SHALL BE CONSIDERED CUMULATIVE WITH AND