Detailed Instructions: In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write unambiguous answers to the questions and your answer must refer a specific phrase from the paragraph. If multiple answers seem to exist, write the answer that is the most plausible.
See one example below:
Problem: Exhibit 10.16 SUPPLY CONTRACT Contract No: Date: The buyer/End-User: Shenzhen LOHAS Supply Chain Management Co., Ltd. ADD: Tel No. : Fax No. : The seller: ADD: The Contract is concluded and signed by the Buyer and Seller on , in Hong Kong. 1. General provisions 1.1 This is a framework agreement, the terms and conditions are applied to all purchase orders which signed by this agreement (hereinafter referred to as the  order ). 1.2 If the provisions of the agreement are inconsistent with the order, the order shall prevail. Not stated in order content will be subject to the provisions of agreement. Any modification, supplementary, give up should been written records, only to be valid by buyers and sellers authorized representative signature and confirmation, otherwise will be deemed invalid. 2. The agreement and order 2.1 During the validity term of this agreement, The buyer entrust SHENZHEN YICHANGTAI IMPORT AND EXPORT TRADE CO., LTD or SHENZHEN LEHEYUAN TRADING CO, LTD (hereinafter referred to as the  entrusted party  or  YICHANGTAI  or  LEHEYUAN ), to purchase the products specified in this agreement from the seller in the form of orders. 2.2 The seller shall be confirmed within three working days after receipt of order. If the seller finds order is not acceptable or need to modify, should note entrusted party in two working days after receipt of the order, If the seller did not confirm orders in time or notice not accept orders or modifications, the seller is deemed to have been accepted the order. The orders become effective once the seller accepts, any party shall not unilaterally cancel the order before the two sides agreed . 2.3 If the seller puts forward amendments or not accept orders, the seller shall be in the form of a written notice to entrusted party, entrusted party accept the modified by written consent, the modified orders to be taken effect. 2.4 Seller\'s note, only the buyer entrust the entrusted party issued orders, the product delivery and payment has the force of law.

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Source: LOHA CO. LTD., F-1, 12/9/2019





3. GOODS AND COUNTRY OF ORIGIN: 4. Specific order: The products quantity, unit price, specifications, delivery time and transportation, specific content shall be subject to the purchase order issued by entrusted party which is commissioned the buyer. 5. PACKING: To be packed in new strong wooden case(s) /carton(s), suitable for long distance transportation and for the change of climate, well protected against rough handling, moisture, rain, corrosion, shocks, rust, and freezing. The seller shall be liable for any damage and loss of the commodity, expenses incurred on account of improper packing, and any damage attributable to inadequate or improper protective measures taken by the seller in regard to the packing. One full set of technical All wooden material of shipping package must be treated as the requirements of Entry-Exit Inspection and Quarantine Bureau of China, by the agent whom is certified by the government where the goods is exported. And the goods must be marked with the IPPC stamps, which are certified by the government agent of Botanical-Inspection and Quarantine Bureau. 6. SHIPPING MARK: The Sellers shall mark on each package with fadeless paint the package number, gross weight, net weight, measurements and the wordings:  KEEP AWAY FROM MOISTURE , HANDLE WITH CARE   THIS SIDE UP  etc. and the shipping mark on each package with fadeless paint. 7. DATE OF SHIPMENT: According to specific order by YICHANGTAI or LEHEYUAN. 8. PORT OF SHIPMENT:

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Source: LOHA CO. LTD., F-1, 12/9/2019





9. PORT OF DESTINATION: SHENZHEN, GUANGDONG, CHINA 10. INSURANCE: To be covered by the Seller for 110% invoice value against All Risks and War Risk. 11. PAYMENT: Under Letter of Credit or T/T: Under the Letter of Credit: The Buyer shall open an irrevocable letter of credit with the bank within 30 days after signing the contract, in favor of the Seller, for 100% value of the total contract value. The letter of credit should state that partial shipments are allowed. The Buyer\'s agent agrees to pay for the goods in accordance with the actual amount of the goods shipped. 80% of the system value being shipped will be paid against the documents stipulated in Clause 12.1. The remaining 20% of the system value being shipped will be paid against the documents stipulated in Clause 12.2. The Letter of Credit shall be valid until 90 days after the latest shipment is effected. Under the T/T The trustee of the buyer remitted the goods to the seller by telegraphic transfer in batches as agreed upon after signing each order. 12. DOCUMENTS: 12.1 (1) Invoice in 5 originals indicating contract number and Shipping Mark (in case of more than one shipping mark, the invoice shall be issued separately). (2) One certificate of origin of the goods. (3) Four original copies of the packing list. (4) Certificate of Quality and Quantity in 1 original issued by the agriculture products base. (5) One copy of insurance coverage (6) Copy of cable/letter to the transportation department of Buyer advising of particulars as to shipment immediately after shipment is made.

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Source: LOHA CO. LTD., F-1, 12/9/2019





12.2 (1) Invoice in 3 originals indicating contract number and L/C number. (2) Final acceptance certificate signed by the Buyer and the Seller. 13. SHIPMENT: CIP The seller shall contract on usual terms at his own expenses for the carriage of the goods to the agreed point at the named place of destination and bear all risks and expenses until the goods have been delivered to the port of destination. The Sellers shall ship the goods within the shipment time from the port of shipment to the port of destination. Transshipment is allowed. Partial Shipment is allowed. In case the goods are to be dispatched by parcel post/sea-freight, the Sellers shall, 3 days before the time of delivery, inform the Buyers by cable/letter of the estimated date of delivery, Contract No., commodity, invoiced value, etc. The sellers shall, immediately after dispatch of the goods, advise the Buyers by cable/letter of the Contract No., commodity, invoiced value and date of dispatch for the Buyers. 14. SHIPPING ADVICE: The seller shall within 72 hours after the shipment of the goods, advise the shipping department of buyer by fax or E-mail of Contract No., goods name, quantity, value, number of packages, gross weight, measurements and the estimated arrival time of the goods at the destination. 15. GUARANTEE OF QUALITY: The Sellers guarantee that the commodity hereof is complies in all respects with the quality and specification stipulated in this Contract. 16. CLAIMS: Within 7 days after the arrival of the goods at destination, should the quality, specification, or quantity be found not in conformity with the stipulations of the Contract except those claims for which the insurance company or the owners of the vessel are liable, the Buyers, on the strength of the Inspection Certificate issued by the China Commodity Inspection Bureau, have the right to claim for replacement with new goods, or for compensation, and all the expenses (such as inspection charges, freight for returning the goods and for sending the replacement, insurance premium, storage and loading and unloading charges etc.) shall be borne by the Sellers. The Certificate so issued shall be accepted as the base of a claim. The Sellers, in accordance with the Buyers\' claim, shall be responsible for the immediate elimination of the defect(s), complete or partial replacement of the commodity or shall devaluate the commodity according to the state of defect(s). Where necessary, the Buyers shall be at liberty to eliminate the defect(s) themselves at the Sellers\' expenses. If the Sellers fail to answer the Buyers within one weeks after receipt of the aforesaid claim, the claim shall be reckoned as having been accepted by the Sellers.

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Source: LOHA CO. LTD., F-1, 12/9/2019





17. FORCE MAJEURE: The Sellers shall not be held responsible for the delay in shipment or non-delivery, of the goods due to Force Majeure, which might occur during the process of manufacturing or in the course of loading or transit. The Sellers shall advise the Buyers immediately of the occurrence mentioned above and within fourteen days thereafter, the Sellers shall send by airmail to the Buyers a certificate of the accident issued by the competent government authorities, Chamber of Commerce or registered notary public of the place where the accident occurs as evidence thereof. Under such circumstances the Sellers, however, are still under the obligation to take all necessary measures to hasten the delivery of the goods. In case the accident lasts for more than 10 weeks, the Buyers shall have the right to cancel the Contract. 18. LATE DELIVERY AND PENALTY: Should the Sellers fail to make delivery on time as stipulated in the Contract, with exception of Force Majeure causes specified in Clause 17 of this Contract, the Buyers shall agree to postpone the delivery on condition that the Sellers agree to pay a penalty which shall be deducted by the paying bank from the payment. The penalty, however, shall not exceed 5% of the total value of the goods involved in the late delivery. The rate of penalty is charged at 0.5% for every seven days, odd days less than seven days should be counted as seven days. In case the Sellers fail to make delivery ten weeks later than the time of shipment stipulated in the Contract, the Buyers have the right to cancel the contract and the Sellers, in spite of the cancellation, shall still pay the aforesaid penalty to the Buyers without delay, the seller should refund the money received and pay the 30% of the total goods price of the penalty 19. ARBITRATION: All disputes in connection with this Contract or the execution thereof shall be settled friendly through negotiations. In case no settlement can be reached, the case may then be submitted for arbitration to the Foreign Economic and Trade Arbitration Committee of the China Beijing Council for the Promotion of International Trade in accordance with its Provisional Rules of Procedures by the said Arbitration Committee. The Arbitration shall take place in Beijing and the decision of the Arbitration Committee shall be final and binding upon both parties; neither party shall seek recourse to a law court nor other authorities to appeal for revision of the decision. Arbitration fee shall be borne by the losing party. 20. This final price is the confidential information. Dissemination, distribution or duplication of this price is strictly prohibited.

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Source: LOHA CO. LTD., F-1, 12/9/2019





21. Law application It will be governed by the law of the People\'s Republic of China ,otherwise it is governed by United Nations Convention on Contract for the International Sale of Goods. 22. <<Incoterms 2000>> The terms in the contract are based on (INCOTERMS 2000) of the International Chamber of Commerce. 23. The Contract is valid for 5 years, beginning from and ended on . This Contract is made out in three originals in both Chinese and English, each language being legally of the equal effect. Conflicts between these two languages arising there from, if any, shall be subject to Chinese version. One copy for the Sellers, two copies for the Buyers. The Contract becomes effective after signed by both parties. THE BUYER: THE SELLER: SIGNATURE: SIGNATURE: 6

Source: LOHA CO. LTD., F-1, 12/9/2019 
Question: Highlight the parts (if any) of this contract related to  Document Name  that should be reviewed by a lawyer. Details: The name of the contract
Solution: SUPPLY CONTRACT
Explanation: This question is based on the following sentence in the passage "Exhibit 10.16 SUPPLY CONTRACT Contract No: Date: The buyer/End-User: Shenzhen LOHAS Supply Chain Management Co., Ltd. ADD: Tel No. : Fax No. : The seller: ADD: The Contract is concluded and signed by the Buyer and Seller on , in Hong Kong.". This line explicitly contains the name of the contract at the start.

Problem: Exhibit 10.17(b)                                                                 ----------------

                          FIRST AMENDMENT TO SAGEBRUSH                       MANAGEMENT AND MAINTENANCE AGREEMENT

     THIS FIRST AMENDMENT TO SAGEBRUSH MANAGEMENT AND MAINTENANCE AGREEMENT (Amendment) is made and entered into as of December 1, 1990 by and among Sagebrush, a California general partnership (Partnership), the undersigned partners of the Partnership, being all of the Sagebrush partners (Partners), and ToyoWest Management Inc., a California corporation (Manager), with respect to the following facts and circumstances:

                                 R E C I T A L S                                  ---------------

     A.  The Partnership, all of the Partners except Alpha Mariah (Prime), Inc. and Beta Mariah (Prime) Inc., and Manager entered into that certain Sagebrush Management and Maintenance Agreement, dated as of September 1, 1989 (the Agreement).

     B.  Concurrently herewith, all of the Partners are entering into a First Amendment to Second Amended and Restated Sagebrush General Co-Ownership Partnership Agreement, by which the Partners agree, among other things, that Alpha Mariah (Prime), Inc. and Beta Mariah (Prime), Inc. are admitted to the Partnership.

     C.  The Partnership, the Partners and Manager desire to amend the Agreement to extend the term of the Agreement and to add a new section concerning curtailment of the LIFO Partners (as defined below), all as set forth in this Amendment.

     NOW, THEREFORE, IN CONSIDERATION of the foregoing premises, the parties hereby agree as follows:

     1.   Amendment.           ---------

          (a)  Section 6.1 of the Agreement shall be, and hereby is, amended by deleting the date September 30, 2003 where it appears therein, and inserting in its place the date July 20, 2006.

          (b)  A new Section 7.4 is hereby added to the Agreement, as follows:

               7.4 Disconnection of LIFO Partners. In addition to the other rights provided to Manager hereunder to disconnect the Projects of the Partners (or their Partner Affiliates), Manager shall disconnect the Projects of Alpha Willow, SP11, SP12, SP13, SP14 and SP21 (together with their Partner Affiliates, the LIFO Partners) in the following circumstances.

If at any time, and for any reason other than force majeure affecting the Transmission Line, (i) the Transmission Line is incapable of delivering power at its designed capacity, availability or voltage and curtailment of the Projects of the LIFO Partners would improve the capability of the transmission Line to deliver power at its designed capacity, availability and voltage, or (ii) the Transmission Line line losses exceed 1.14%, the excess line losses have an adverse effect on the Projects of Alpha Mariah, Alpha Mariah (Prime), Beta Mariah, Beta Mariah (Prime), or Gamma Mariah or their Partner Affiliates, and curtailment of the Projects of the LIFO Partners would reduce or eliminate such excess line losses, or (iii) the Transmission Line line losses for either of the power purchase contracts commonly known as Desert Winds I and Desert Winds III exceed the levels experienced immediately prior to the addition of the Projects of the LIFO Partners to the Transmission Line, the excess line losses have an adverse effect on the Projects of Alpha Joshua, Alpha Joshua (Prime), Beta Joshua, Beta Willow or Beta Willow (Prime) or their Partner Affiliates, and curtailment of the Projects of the LIFO Partners would reduce or eliminate such excess line losses, then the Manager shall curtail the Projects of the LIFO Partners. Nothing contained in the preceding sentence shall affect the rights of the Manager to curtail or disconnect the Project of a Partner under Section 4 of that Partner's Technical Use Agreement. Any curtailment under this provision shall be in an amount sufficient to cause the Transmission Line to deliver power at its designed capacity, availability and voltage, or to reduce the Transmission Line line losses, as applicable, up to and including the Projects of all of the LIFO Partners. Such curtailment shall continue until the Manager shall determine that reconnecting the Projects of the LIFO Partners shall not result in the recurrence of the event giving rise to the curtailment. If the LIFO Partners shall inform the Manager in writing of an agreement among them concerning the priority of the curtailment of their respective Projects, the Manager shall effect any curtailment under these provisions according to such priority. If the LIFO Partners fail to so inform the Manager, the Manager shall in its discretion determine which of the Projects of the LIFO Partners to curtail. The Manager shall cooperate with the LIFO Partners to attempt to eliminate the cause of any curtailment under this provision, provided that any expenses in connection with such cooperation shall be paid by the LIFO Partners. In connection with any attempt to eliminate the cause of any curtailment, no change to the Transmission Line shall be made without the prior unanimous consent of the Partners (excluding the LIFO Partners), which consent shall not be unreasonably withheld.

          (c)  Existing Section 7.4 shall be renumbered as Section 7.5.





                                       2

          (d) All references in the Agreement to Manager as ToyoWest Management Company shall be interpreted as referring to ToyoWest Management Inc., the correct name of Manager.

     2.  Continuing Validity. Except as expressly modified by Section 1 of this          ------------------- Amendment, all of the terms and conditions of the Agreement shall remain in full force and effect. By execution of this Amendment, Alpha Mariah (Prime), Inc. and Beta Mariah (Prime), Inc. hereby become parties to the Agreement and agree to be bound by all of the terms of the Agreement and this Amendment.

     3.   Miscellaneous. The provisions contained in Article 10 of the Agreement           ------------- are hereby incorporated herein by this cross-reference.

                                       3

          IN WITNESS WHEREOF, the Partnership, the Partners, and Manager have caused this Amendment to be executed on the dates set forth below the signatures of their respective representatives.

                                           TOYOWEST MANAGEMENT INC.,                                            a California corporation

                                           By:                                               ---------------------------------                                               Name:  Robert L. Eisen                                               Title:  Vice President                                               Date:  Dec 28, 1990

                                           Partners, on behalf of themselves and                                            -------------------------------------                                            Sagebrush:                                            ---------

                                           ALPHA JOSHUA, INC.,                                            a California corporation

                                           By:                                               ---------------------------------                                               Name:  Geoffrey Hawkes                                               Title:  President                                               Date:  Dec 28, 1990

                                           BETA WILLOW, INC.,                                            a California corporation

                                           By:                                               ---------------------------------                                               Name:  Geoffrey Hawkes                                               Title:  President                                               Date:  Dec 28, 1990

                                           ALPHA JOSHUA (PRIME), INC.,                                            a California corporation

                                           By: /s/ Kenneth W. Oberg                                               ---------------------------------                                               Name: Kenneth W. Oberg                                               Title: President                                               Date: Dec 28, 1990

                                           BETA WILLOW (PRIME), INC.,                                            a California corporation

                                           By: /s/ Kenneth W. Oberg                              &sbsp;                ---------------------------------                                               Name: Kenneth W. Oberg                                               Title: President                                               Date: Dec 28, 1990

                                           BETA JOSHUA, INC.,                                            a California corporation





                                           By:                                               ---------------------------------                                               Name:  Peter Lofquist                                               Title:  President                                               Date:  Dec 28, 1990

                                           ALPHA WILLOW, INC.,                                            a California corporation

                                           By:                                               ---------------------------------                                               Name:  Robert L. Eisen                                               Title:  Vice President                                               Date:  Dec 28, 1990

                                           ALPHA MARIAH, INC.,                                            a California corporation

                                           By:                                               ---------------------------------                                               Name:  Robert L. Eisen                                               Title:  Vice President                                               Date:  Dec 28, 1990

                                           ALPHA MARIAH (PRIME), INC.,                                            a California corporation

&bbsp;                                          By:                                               ---------------------------------                                               Name:  Robert L. Eisen                                               Title:  Vice President                                               Date:  Dec 28, 1990

                                           BETA MARIAH, INC.,                                            a California corporation

                                           By:                                               ---------------------------------                                               Name:  Robert L. Eisen                                               Title:  Vice President                                               Date:  Dec 28, 1990

                                           BETA MARIAH (PRIME), INC.,                                            a California corporation

                                           By:                                               ---------------------------------                                               Name:  Robert L. Eisen                                               Title:  Vice President                                               Date:  Dec 28, 1990

                                           GAMMA MARIAH, INC.,                                            a California corporation

                                           By:                                               ---------------------------------                                               Name:  Robert L. Eisen                                               Title:  Vice President                                               Date:  Dec 28, 1990

                                           DELTA MARIAH, INC.,                                            a California corporation

                                           By:                                               ---------------------------------                                               Name:  Robert L. Eisen                                               Title:  Vice President                                               Date:  Dec 28, 1990

                                           SAGEBRUSH PARTNER ELEVEN, INC.,                                            a California corporation

                                           By:                                               ---------------------------------                                               Name:  Robert L. Eisen                                               Title:  Vice President                                               Date:  Dec 28, 1990





                                           SAGEBRUSH PARTNER TWELVE, INC.,                                            a California corporation

                                           By:                                               ---------------------------------                                               Name:  Robert L. Eisen                                               Title:  Vice President                                               Date:  Dec 28, 1990

                                           SAGEBRUSH PARTNER THIRTEEN, INC.,                                            a California corporation

                                           By:                                               ---------------------------------                                               Name:  Robert L. Eisen                                               Title:  Vice President                                               Date:  Dec 28, 1990

                                           SAGEBRUSH PARTNER FOURTEEN, INC.,                                            a California corporation

                                           By:                                               ---------------------------------                                               Name:  Robert L. Eisen                                               Title:  Vice President                                               Date:  Dec 28, 1990

                                           SAGEBRUSH PARTNER FIFTEEN, INC.,                                            a California corporation

                                           By:                                               ---------------------------------                                               Name:                                               Title:                                               Date:

                                           SAGEBRUSH PARTNER SIXTEEN, INC.,                                            a California corporation

                                           By:                                               ---------------------------------                                               Name:                                               Title:                                               Date:

                                           SAGEBRUSH PARTNER SEVENTEEN, INC.,                                            a California corporation

                                           By:                                               ---------------------------------                                               Name:                                               Title:                                               Date:

                                           SAGEBRUSH PARTNER EIGHTEEN, INC.,                                            a California corporation

                                           By:                                               ---------------------------------                                               Name:                                               Title:                                               Date:

                                           SAGEBRUSH PARTNER NINETEEN, INC.,                                            a California corporation

                                           By:                                               ---------------------------------                                               Name:                                               Title:                                               Date:

                                           SAGEBRUSH PARTNER TWENTY, INC.,                                            a California corporation





                                           By:                                               ---------------------------------                                               Name:                                               Title:                                               Date:

                                           SAGEBRUSH PARTNER TWENTY-ONE, INC.,                                            a California corporation

                                           By:                                               ---------------------------------         &sbsp;                                     Name:  Robert L. Eisen                                               Title:  Vice President                                               Date:  Dec 28, 1990 
Question: Highlight the parts (if any) of this contract related to Agreement Date that should be reviewed by a lawyer. Details: The date of the contract
Solution:
December 1, 1990