HAVE SPECIFIED BY NOTICE
SIMILARLY GIVEN.
3
(I)
IF TO THE COMPANY, TO IT AT:
B&G Foods, Inc.
Four Gatehall Drive, Suite 110
Parsippany, New Jersey 07054
Attention:
Robert C. Cantwell
(II)
IF TO BRS, TO IT AT:
126 East 56th Street
29th Floor
New York, New York 10022
Attention:
Stephen C. Sherrill
10.
LIABILITY.
BRS IS NOT AND NEVER SHALL BE LIABLE TO ANY CREDITOR
OF THE COMPANY AND THE COMPANY AGREES TO INDEMNIFY AND HOLD EACH INDEMNIFIED
PARTY HARMLESS FROM AND AGAINST ANY AND ALL SUCH CLAIMS OF ALLEGED CREDITORS OF
THE COMPANY AND AGAINST ALL COSTS, CHARGES AND EXPENSES (INCLUDING REASONABLE
ATTORNEYS FEES AND EXPENSES) INCURRED OR SUSTAINED BY ANY INDEMNIFIED PARTY IN
CONNECTION WITH ANY ACTION, SUIT OR PROCEEDING TO WHICH IT MAY BE MADE A PARTY
BY ANY ALLEGED CREDITOR OF THE COMPANY.
NOTWITHSTANDING ANYTHING CONTAINED IN
THIS AGREEMENT TO THE CONTRARY, THE COMPANY AGREES AND ACKNOWLEDGES THAT BRS AND
ITS PARTNERS, PRINCIPALS, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES AND
AFFILIATES INTEND TO ENGAGE AND PARTICIPATE IN ACQUISITIONS AND BUSINESS
TRANSACTIONS OUTSIDE OF THE SCOPE OF THE RELATIONSHIP CREATED BY THIS AGREEMENT
AND THEY SHALL NOT BE UNDER ANY OBLIGATION WHATSOEVER TO MAKE SUCH ACQUISITIONS,
BUSINESS TRANSACTIONS OR OTHER OPPORTUNITIES THROUGH THE COMPANY OR OFFER SUCH
ACQUISITIONS, BUSINESS TRANSACTIONS OR OTHER OPPORTUNITIES TO THE COMPANY.
11.
ASSIGNMENT.
THIS AGREEMENT SHALL INURE TO THE BENEFIT OF AND BE
BINDING UPON THE PARTIES AND THEIR SUCCESSORS AND ASSIGNS.
HOWEVER, NEITHER
THIS AGREEMENT NOR ANY OF THE RIGHTS OF THE PARTIES HEREUNDER MAY BE TRANSFERRED
OR ASSIGNED BY EITHER PARTY HERETO, EXCEPT THAT (I) IF THE COMPANY SHALL MERGE
OR CONSOLIDATE WITH OR INTO, OR SELL OR OTHERWISE TRANSFER SUBSTANTIALLY ALL ITS
ASSETS TO, ANOTHER CORPORATION WHICH ASSUMES THE COMPANY'S OBLIGATIONS UNDER
THIS AGREEMENT, THE COMPANY MAY ASSIGN ITS RIGHTS HEREUNDER TO THAT CORPORATION,
AND (II) BRS MAY ASSIGN ITS RIGHTS AND OBLIGATIONS HEREUNDER TO ANY OTHER PERSON
OR ENTITY CONTROLLED, DIRECTLY OR INDIRECTLY, BY BRUCE C.
BRUCKMANN, HAROLD O.
ROSSER, STEPHEN C. SHERRILL, THOMAS J. BALDWIN AND/OR PAUL D. KAMINSKI.
ANY
ATTEMPTED TRANSFER OR ASSIGNMENT IN VIOLATION OF THIS SECTION 11 SHALL BE VOID.
12.
ENTIRE AGREEMENT.
THIS AGREEMENT CONTAINS THE ENTIRE AGREEMENT
BETWEEN THE PARTIES HERETO AND SUPERSEDES ALL PRIOR AGREEMENTS AND UNDERTAKINGS,
ORAL AND WRITTEN, AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER
HEREOF.
13.
SECTION HEADINGS.
THE SECTION HEADINGS CONTAINED HEREIN ARE
INCLUDED FOR CONVENIENCE OR REFERENCES ONLY AND SHALL NOT CONSTITUTE A PART OF
THIS AGREEMENT FOR ANY OTHER PURPOSE.
4
14.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN COUNTERPARTS,
EACH OF WHICH SHALL BE DEEMED TO BE AN ORIGINAL AND ALL OF WHICH TOGETHER SHALL
BE DEEMED TO BE ONE AND THE SAME INSTRUMENT.
15.
APPLICABLE LAW.
THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, REGARDLESS OF THE
LAW THAT MIGHT BE APPLIED UNDER PRINCIPLES OF CONFLICTS