SPECIFIED IN WRITING, BE SENT TO THE ADDRESS OR FAX
NUMBER INDICATED BELOW:
45
Notices to the Company and the Company Shareholders:
with a copy to:
Lyle Rader
8629 Benson Road
Lynden, WA 98246
Hillis Clark Martin & Peterson, P.S.
1221 Second Avenue, Suite 500
Seattle, WA
98101
Attn:
Gabriel S. Rosenthal
Fax:
(206) 623-7789
Notices to Buyer:
with a copy to:
Rader Farms Acquisition Corp.
5050 N. 40th Street, Suite 300
Phoenix, AZ 85018
Attention:
Steve Weinberger
Fax:
(602) 522-2690
Osborn Maledon, PA
2929 N. Central Ave., 21st Floor
Phoenix, AZ
85012
Attention:
Christopher S. Stachowiak
Fax:
(602) 664-2055
8.3
BINDING AGREEMENT; ASSIGNMENT.
THIS AGREEMENT AND ALL OF THE PROVISIONS
HEREOF SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES HERETO AND
THEIR RESPECTIVE SUCCESSORS AND ASSIGNS; PROVIDED THAT NEITHER THIS AGREEMENT
NOR ANY OF THE RIGHTS, INTERESTS OR OBLIGATIONS HEREUNDER MAY BE ASSIGNED BY THE
ANY PARTY HERETO WITHOUT THE PRIOR WRITTEN CONSENT OF ALL OTHER PARTIES.
8.4
SEVERABILITY.
WHENEVER POSSIBLE, EACH PROVISION OF THIS AGREEMENT SHALL
BE INTERPRETED IN SUCH MANNER AS TO BE EFFECTIVE AND VALID UNDER APPLICABLE LAW,
BUT IF ANY PROVISION OF THIS AGREEMENT IS HELD TO BE PROHIBITED BY OR INVALID
UNDER APPLICABLE LAW, SUCH PROVISION SHALL BE INEFFECTIVE ONLY TO THE EXTENT OF
SUCH PROHIBITION OR INVALIDITY, WITHOUT INVALIDATING THE REMAINDER OF SUCH
PROVISIONS OR THE REMAINING PROVISIONS OF THIS AGREEMENT.
8.5
CONSTRUCTION.
THE LANGUAGE USED IN THIS AGREEMENT SHALL BE DEEMED TO BE
THE LANGUAGE CHOSEN BY THE PARTIES TO EXPRESS THEIR MUTUAL INTENT, AND NO RULE
OF STRICT CONSTRUCTION SHALL BE APPLIED AGAINST ANY PERSON.
ANY REFERENCE TO
ANY FEDERAL, STATE, LOCAL OR FOREIGN STATUTE OR LAW SHALL BE DEEMED ALSO TO
REFER TO ALL RULES AND REGULATIONS PROMULGATED THEREUNDER, UNLESS THE CONTEXT
OTHERWISE REQUIRES.
THE WORD "INCLUDING" SHALL MEAN INCLUDING WITHOUT
LIMITATION.
NOTHING IN THE SCHEDULES HERETO SHALL BE DEEMED ADEQUATE TO
DISCLOSE AN EXCEPTION TO A REPRESENTATION OR WARRANTY MADE HEREIN UNLESS THE
SCHEDULE IDENTIFIES THE EXCEPTION WITH REASONABLE PARTICULARITY AND DESCRIBES
THE RELEVANT FACTS IN REASONABLE DETAIL.
THE PARTIES INTEND THAT EACH
REPRESENTATION, WARRANTY, AND COVENANT CONTAINED HEREIN SHALL HAVE INDEPENDENT
SIGNIFICANCE.
IN ADDITION, EACH OF THE PARTIES ACKNOWLEDGES AND AGREES THAT ANY
PURCHASE PRICE ADJUSTMENT AS A RESULT OF THE APPLICATION OF SECTION 2.7 DOES NOT
PREJUDICE OR LIMIT IN ANY RESPECT WHATSOEVER ANY PARTY'S RIGHTS TO
INDEMNIFICATION UNDER ANY OTHER PROVISION OF THIS AGREEMENT.
8.6
CAPTIONS AND HEADINGS.
THE CAPTIONS USED IN THIS AGREEMENT ARE FOR
CONVENIENCE OF REFERENCE ONLY AND DO NOT CONSTITUTE A PART OF THIS AGREEMENT AND
SHALL NOT BE DEEMED TO LIMIT, CHARACTERIZE OR IN ANY WAY AFFECT ANY PROVISION OF
THIS AGREEMENT, AND ALL PROVISIONS OF THIS AGREEMENT SHALL BE ENFORCED AND
CONSTRUED AS IF NO CAPTION HAD BEEN USED IN THIS AGREEMENT.
46
8.7
ENTIRE AGREEMENT.
THE SCHEDULES IDENTIFIED IN THIS AGREEMENT ARE
INCORPORATED HEREIN BY REFERENCE.
THIS AGREEMENT AND THE DOCUMENTS REFERRED TO
HEREIN CONTAIN THE ENTIRE AGREEMENT BETWEEN THE PARTIES AND SUPERSEDE