AGREEMENT WILL BE DEEMED TO BE THE LANGUAGE CHOSEN BY THE PARTIES HERETO TO
EXPRESS THEIR MUTUAL INTENT, AND NO
8
RULE OF STRICT CONSTRUCTION WILL BE APPLIED AGAINST EITHER PARTY. THE LANGUAGE
USED IN THIS AGREEMENT WAS NEGOTIATED BY ALL PARTIES AND NO PARTY SHALL BE
DEEMED TO BE THE DRAFTER.
8.8
MODIFICATION. NO SUPPLEMENT, MODIFICATION OR
AMENDMENT OF THIS AGREEMENT WILL BE BINDING UNLESS MADE IN A WRITTEN INSTRUMENT
WHICH IS SIGNED BY ALL OF THE PARTIES AND WHICH SPECIFICALLY REFERS TO THIS
AGREEMENT.
8.9
ENTIRE AGREEMENT. THIS AGREEMENT AND THE
AGREEMENTS AND DOCUMENTS REFERRED TO IN THIS AGREEMENT OR DELIVERED HEREUNDER,
INCLUDING, WITHOUT LIMITATION, THE EXHIBITS REFERRED TO HEREIN, ARE THE
EXCLUSIVE STATEMENT OF THE AGREEMENT AMONG THE PARTIES CONCERNING THE SUBJECT
MATTER HEREOF. ALL NEGOTIATIONS AMONG THE PARTIES ARE MERGED INTO THIS
AGREEMENT, AND THERE ARE NO REPRESENTATIONS, WARRANTIES, COVENANTS,
UNDERSTANDINGS, OR AGREEMENTS, ORAL OR OTHERWISE, IN RELATION THERETO AMONG THE
PARTIES OTHER THAN THOSE INCORPORATED HEREIN AND TO BE DELIVERED HEREUNDER.
8.10
INDIVIDUAL OBLIGATIONS OF EACH SELLER.
NOTWITHSTANDING ANYTHING CONTAINED HEREIN, EACH REPRESENTATION, WARRANTY,
COVENANT AND AGREEMENT OF A SELLER OR THE SELLERS HEREIN IS MADE BY EACH SELLER
SOLELY AS TO OR ON BEHALF OF ITSELF AND NOT AS TO ALL SELLERS OR ANY OTHER
SELLER, AND NO SELLER SHALL BE LIABLE OR RESPONSIBLE FOR ANY BREACH OF ANY
REPRESENTATION, WARRANTY, COVENANT OR AGREEMENT HEREIN BY ANY OTHER SELLER.
INTENDING TO BE LEGALLY BOUND, the parties have signed this Unit Purchase
Agreement as of the date first above written.
BUYER:
Dakota Growers Pasta Company, Inc.
/s/ Tim Dodd
By: Tim Dodd
Its:
Pres/CEO
SELLERS:
B-New, LLC
/s/ Mike Crowley
By: Mike Crowley
Its:
Principal
TechCom Group, LLC
/s/ Jon R. Anfinsen
By: Jon R. Anfinsen
Its:
CEO
Buhler, Inc.
/s/ Rene W. Steiner
By: Rene W. Steiner
Its:
President
/s/ Nikles Malkus
By: Nikles Malkus
Its:
CFO, VP Finance
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EXHIBIT A
Number of Units to be Sold
Seller
Number of Units
B-New, LLC
15.12
TechCom Group, LLC
17.56
Buhler, Inc.
27.00