Urban Barns Foods Inc. (URBF)

[Robodog]

A friend of mine wanted me to post this section of the APA for your benefit.

Article 8
MISCELLANEOUS



8.1 Assignment; Binding Effect.

This Agreement shall not be assignable by either Party to any Third Party without the written consent of the other Party hereto. Notwithstanding the foregoing, either Party may assign this Agreement, without the written consent of the other Party, to an Affiliate or to an entity that acquires all or substantially all of the business or assets of such Party to which this Agreement pertains in connection with a merger, acquisition, sale or similar reorganization or the sale of all or substantially all of its assets, and such Third Party agrees in writing to be bound by the terms and conditions of this Agreement. This Agreement shall be binding upon and inure to the benefit of the successors and permitted assigns of the Parties. Any assignment not in accordance with this Agreement shall be void.

8.2 Notices.

All notices hereunder shall be in writing and shall be deemed given if delivered personally or by email transmission (followed by an actual document), mailed by registered or certified mail (return receipt requested), postage prepaid, or sent by express courier service, to the Parties at the following addresses (or at such other address for a Party as will be specified by like notice; provided, that notices of a change of address shall be effective only upon receipt thereof).



If to Purchaser:



Bevo Farms Ltd.

7170 Glover Rd.

Milner, BC V0X 1T0



Attn: Leo Benne

Email: [e-mail]



with copies to:



Fasken Martineau DuMoulin LLP

Barristers & Solicitors

2900-550 Burrard Street

Vancouver, BC V6C 0A3



Attn: Steve Saville

Email: [e-mail]



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If to Vendors:



Urban Barns Foods Canada Inc.

13000 Chemin Belanger

Mirabel, Quebec J7J 2N8



And



Non-Industrial Manufacture Inc.

72 Preswick Estates Way, SE

Calgary, AB T2Z 3Y9



Attn: Robyn Jackson

Email: [e-mail]; [e-mail]


8.3 No Waiver.

The waiver from time to time by either of the Parties of any of their rights or their failure to exercise a remedy will not operate or be construed as a continuing waiver of same or of any other of such Party’s rights or remedies provided in this Agreement or excuse a similar subsequent failure to perform any such term or condition. Neither Party may waive or release any of its rights or interests in this Agreement except in writing.

8.4 Severability.

If any term, covenant or condition of this Agreement or the application thereof to any Party or circumstance will, to any extent, be held to be invalid or unenforceable, then (a) the remainder of this Agreement, or the application of such term, covenant or condition to Parties or circumstances other than those as to which it is held invalid or unenforceable, will not be affected thereby and each term, covenant or condition of this Agreement will be valid and be enforced to the fullest extent permitted by law; and (b) the Parties covenant and agree to renegotiate any such term, covenant or application thereof in good faith in order to provide a reasonably acceptable alternative to the term, covenant or condition of this Agreement or the application thereof that is invalid or unenforceable, it being the intent of the Parties that the basic purposes of this Agreement are to be effectuated.

8.5 Headings.

Headings used herein are for convenience only and will not in any way affect the construction of or be taken into consideration in interpreting this Agreement.

8.6 Relationship of the Parties.

Nothing herein will be construed to create any relationship of employer and employee, agent and principal, partnership or joint venture between the Parties. Each Party is an independent contractor. Neither Party will assume, either directly or indirectly, any liability of or for the other Party. Neither Party will have the authority to bind or obligate the other Party and neither Party will represent that it has such authority.



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8.7 Further Assurances.

Each Party shall execute and cause to be delivered to each other Party such instruments and other documents, and shall take such other actions, as such other Party may reasonably request (prior to, at or after the Closing Date) for the purpose of carrying out or evidencing any of the transactions contemplated by this Agreement.

8.8 Governing Law.

This Agreement and any disputes arising from the performance or breach hereof shall be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein, without reference to conflicts of laws principles and the courts of the Province of British Columbia shall have exclusive jurisdiction.

8.9 Remedies Cumulative.

Except as otherwise provided herein, any and all remedies herein expressly conferred upon a Party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such Party, and the exercise by a Party of any one remedy will not preclude the exercise of any other remedy. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing Party shall be entitled to reasonable attorney’s fees, costs and necessary disbursements in addition to any other relief to which such Party may be entitled.

8.10 Entire Agreement; Amendment.

This Agreement, including the Schedules hereto, constitutes the entire agreement between the Parties with respect to the transactions provided for herein and, except as stated in this Agreement and in the instruments and documents to be executed and delivered pursuant hereto, contains all of the agreements between the Parties and there are no verbal agreements or understandings between the Parties not reflected in this Agreement. This Agreement may not be amended or modified in any respect except by written instrument which shall be executed by each of the Parties.

8.11 Counterparts.

This Agreement may be executed in two counterparts and by electronic transmission, each of which will be deemed an original, and all of which together will constitute one and the same instrument.