BY REG MARKETING AND BLACKHAWK
BIOFUELS.
(E)
SEVERABILITY. IF ANY PROVISION OF THIS AGREEMENT MAY BE CONSTRUED
IN TWO WAYS, ONE OF WHICH WOULD RENDER THE PROVISION ILLEGAL OR OTHERWISE
VOIDABLE AND UNENFORCEABLE AND THE OTHER OF WHICH WOULD RENDER THE PROVISION
VALID AND ENFORCEABLE, SUCH PROVISION SHALL HAVE THE MEANING WHICH RENDERS IT
VALID AND ENFORCEABLE. THE LANGUAGE OF ALL PROVISIONS OF THIS AGREEMENT SHALL BE
CONSTRUED ACCORDING TO ITS FAIR MEANING AND NOT STRICTLY AGAINST REG MARKETING
OR BLACKHAWK BIOFUELS. IT IS THE INTENTION OF THE PARTIES THAT THE PROVISIONS OF
THIS AGREEMENT BE ENFORCED TO THE FULLEST EXTENT. IN THE EVENT THAT ANY COURT
SHALL DETERMINE THAT ANY PROVISION OF THIS AGREEMENT IS UNENFORCEABLE AS
WRITTEN, THE PARTIES AGREE THAT THE PROVISION SHALL BE AMENDED SO THAT IT IS
SEVERABLE AND THEY SHALL BE INTERPRETED AND ENFORCED AS IF ALL COMPLETELY
INVALID OR UNENFORCEABLE PROVISIONS WERE NOT CONTAINED IN THIS AGREEMENT.
PARTIALLY VALID AND ENFORCEABLE PROVISIONS SHALL BE ENFORCED TO THE EXTENT THAT
THEY ARE PARTIALLY VALID AND ENFORCEABLE.
(F)
CAPTIONS. SECTION CAPTIONS ARE USED ONLY FOR CONVENIENCE AND ARE
IN NO WAY TO BE CONSTRUED AS A PART OF THIS AGREEMENT OR AS A LIMITATION OF THE
SCOPE OF THE PARTICULAR SECTIONS TO WHICH THEY REFER. WORDS OF ANY GENDER USED
IN THIS AGREEMENT SHALL INCLUDE ANY OTHER GENDER, AND WORDS IN THE SINGULAR
SHALL INCLUDE THE PLURAL WHERE THE CONTEXT REQUIRES.
(G)
ASSIGNMENT. NEITHER PARTY MAY ASSIGN ANY OF ITS RIGHTS IN OR
DELEGATE ANY OF ITS DUTIES UNDER THIS AGREEMENT WITHOUT THE PRIOR WRITTEN
CONSENT OF THE OTHER PARTY.
NOTWITHSTANDING THE FOREGOING, A PARTY ("ASSIGNOR")
MAY WITHOUT THE NEED FOR CONSENT FROM THE OTHER PARTY ASSIGN ANY OR ALL OF ITS
RIGHTS, DUTIES AND OBLIGATIONS UNDER THIS AGREEMENT TO ANOTHER ENTITY, OR TO
SUCH PARTY'S AFFILIATE OR SUCCESSOR (COLLECTIVELY HEREIN "ASSIGNEE"), IF SUCH
ASSIGNEE EXPRESSLY ASSUMES ALL OBLIGATIONS NOT OTHERWISE REMAINING WITH ASSIGNOR
HEREUNDER, AND ASSIGNOR NONETHELESS REMAINS RESPONSIBLE HEREUNDER.
(H)
INTERPRETATION. THIS AGREEMENT HAS BEEN PREPARED AFTER EXTENSIVE
NEGOTIATION BETWEEN THE PARTIES HERETO, AND IF ANY AMBIGUITY IS CONTAINED
HEREIN, THEN IN RESOLVING SUCH AMBIGUITY, NO WEIGHT SHALL BE GIVEN IN FAVOR OF
OR AGAINST EITHER PARTY SOLELY ON ACCOUNT OF ITS DRAFTING THIS AGREEMENT.
(I)
ENTIRE AGREEMENT. TIME IS OF THE ESSENCE OF THIS AGREEMENT. THIS
AGREEMENT TOGETHER WITH THE EXHIBITS REFERENCED HEREIN CONSTITUTE THE ENTIRE
AGREEMENT BY AND BETWEEN THE PARTIES AND ALL PRIOR WRITTEN AND VERBAL
AGREEMENTS, PROPOSALS,
10
*** CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.
REPRESENTATIONS AND OTHER COMMUNICATIONS BETWEEN THE PARTIES REGARDING THIS
TOLLING ARRANGEMENT ARE SUPERSEDED.
(J)
COUNTERPARTS. THIS AGREEMENT MAY BE EXECUTED IN ONE OR MORE
COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, BUT ALL OF WHICH
TOGETHER WILL CONSTITUTE ONE AND THE SAME INSTRUMENT, AND MAY BE EXECUTED AND
DELIVERED BY FACSIMILE SIGNATURE OR SIMILAR MEANS, WHICH SHALL BE CONSIDERED AN
ORIGINAL.
(K)
MOST FAVORED TERMS. BLACKHAWK BIOFUELS REPRESENTS AND WARRANTS AS
OF THE DATE HEREOF AND COVENANTS AND