ANY DEDUCTIBLES, SELF-INSURED PORTIONS, RETENTIONS
AND OTHER RETAINED AMOUNTS ON INSURANCE COVERAGE WITH RESPECT TO LOSSES ARISING
UNDER CLAIMS MADE UNDER THE RETAINED POLICIES.
7.9
TRANSITION SERVICES.
THE COMPANY SHALL NOT IN ANY MANNER TAKE ANY ACTION
WHICH IS DESIGNED, INTENDED OR MIGHT REASONABLY BE ANTICIPATED TO HAVE THE
EFFECT OF DISCOURAGING CUSTOMERS, SUPPLIERS, VENDORS, SERVICE PROVIDERS,
EMPLOYEES, LESSORS, LICENSORS AND OTHER BUSINESS
44
RELATIONS FROM MAINTAINING THE SAME BUSINESS RELATIONSHIPS WITH THE BUSINESS
AFTER THE DATE OF THIS AGREEMENT.
THE COMPANY SHALL REFER ALL CUSTOMER
INQUIRIES RELATING TO THE BUSINESS TO BUYER FROM AND AFTER THE CLOSING DATE.
7.10
DISCHARGE OF LIABILITIES.
THE COMPANY SHALL PAY AND PERFORM ALL OF THE
EXCLUDED LIABILITIES (INCLUDING INDEBTEDNESS INCURRED BY THE COMPANY IN
CONNECTION WITH THE OPERATION OF THE BUSINESS OUTSTANDING AS OF THE CLOSING
DATE) IN A TIMELY MANNER AND SO AS TO PREVENT CLAIMS BY THIRD PARTIES AGAINST
THE BUYER PARTIES.
7.11
USE OF NAMES.
THE COMPANY SHALL, ON OR BEFORE JUNE 1, 2007, CHANGE ITS
NAME TO A NAME THAT DOES NOT INCLUDE THE WORDS "RADER FARMS", OR ANY NAME
CONFUSINGLY SIMILAR TO ANY OF THE FOREGOING.
FOR THE AVOIDANCE OF DOUBT, AS
BETWEEN BUYER AND ITS AFFILIATES, ON THE ONE HAND, AND THE COMPANY AND ITS
AFFILIATES, ON THE OTHER HAND, BUYER AND ITS AFFILIATES SHALL HAVE THE EXCLUSIVE
RIGHT TO USE SUCH NAMES FROM AND AFTER JUNE 1, 2007 (IT BEING UNDERSTOOD AND
AGREED THAT SUCH NAMES ARE INCLUDED AS PURCHASED ASSETS).
THE COMPANY
SHAREHOLDERS HEREBY COVENANT AND AGREE TO CONSENT TO SUCH NAME CHANGE.
7.12
RIGHT TO BERRIES.
WHEN AVAILABLE, BUYER SHALL PROVIDE COMPANY
SHAREHOLDERS WITH BERRIES PRODUCED BY THE BUSINESS FREE OF CHARGE, WHICH BERRIES
SHALL BE MADE AVAILABLE FOR PICK UP BY COMPANY SHAREHOLDERS IN REASONABLE
AMOUNTS AT SUCH REASONABLE TIMES AND PLACE(S) AS BUYER SHALL DESIGNATE.
THE
AMOUNT OF SUCH BERRIES PROVIDED TO COMPANY SHAREHOLDERS SHALL NOT EXCEED A
REASONABLE AMOUNT FOR PERSONAL CONSUMPTION BY COMPANY SHAREHOLDERS AND SHALL NOT
BE RE-SOLD.
ARTICLE 8
MISCELLANEOUS
8.1
AMENDMENT AND WAIVER.
THIS AGREEMENT MAY BE AMENDED AND ANY PROVISION OF
THIS AGREEMENT MAY BE WAIVED, PROVIDED THAT ANY SUCH AMENDMENT OR WAIVER SHALL
BE BINDING UPON A PARTY ONLY IF SUCH AMENDMENT OR WAIVER IS SET FORTH IN A
WRITING EXECUTED BY SUCH PARTY.
NO COURSE OF DEALING BETWEEN OR AMONG ANY
PERSONS HAVING ANY INTEREST IN THIS AGREEMENT SHALL BE DEEMED EFFECTIVE TO
MODIFY, AMEND OR DISCHARGE ANY PART OF THIS AGREEMENT OR ANY RIGHTS OR
OBLIGATIONS OF ANY PARTY UNDER OR BY REASON OF THIS AGREEMENT.
8.2
NOTICES.
ALL NOTICES, DEMANDS AND OTHER COMMUNICATIONS GIVEN OR DELIVERED
UNDER THIS AGREEMENT SHALL BE IN WRITING AND SHALL BE DEEMED TO HAVE BEEN GIVEN
WHEN PERSONALLY DELIVERED, MAILED BY FIRST CLASS MAIL, RETURN RECEIPT REQUESTED,
OR DELIVERED BY EXPRESS COURIER SERVICE OR BY FACSIMILE, IF A FACSIMILE NUMBER
IS PROVIDED BELOW (WITH HARD COPY TO FOLLOW).
NOTICES, DEMANDS AND
COMMUNICATIONS TO THE COMPANY AND THE COMPANY SHAREHOLDERS AND BUYER SHALL,
UNLESS ANOTHER ADDRESS IS