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200610793 Section 4(d) (ii) above, however, the Indemnified Party may defend against the Third Party Claim in any manner it may deem reasonably appropriate. (iv) In no event will the Indemnified Party consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent to the Indemnifying Party. 5. MISCELLANEOUS. (a) Severability. In the event any parts of this Agreement are found to be void, the remaining provisions of this Agreement shall nevertheless be binding with the same effect as though the void parts were deleted. (b` Entire Agreement. This Agreement (including the Schedules referred to here) constitutes the entire agreement among the Parties and supersedes any prior understandings, agreements, or representations by or among the Parties, written or oral, to the extent they relate in any way to the subject matter hereof. (c) 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. The execution of this Agreement may be by actual or facsimile signature. (d) Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their legal representatives, successors and assigns. (e) Notices and Addresses. All notices, offers, acceptance and any other acts under this Agreement shall be in writing, and shall be sufficiently given if delivered to the addresses in person, by Federal Express or similar receipted delivery, by facsimile delivery or, if mailed, postage prepaid, by certified mail, return receipt requested, as follows: If to B.& R: With a copy to: If to the Stockholders: -5- B & R Grain, Inc. RR 1, Old Potash Highway, Grand Island, NE 68803 Midland Ag Service, Inc. Roger L. Luebbe Barbara A. Luebbe 1012 S. Shady Bend Road, Grand Island, NE 68801