THE EFFECTIVE DATE AND EXPIRING ON MAY 31, 2012, AND THE TERM OF THIS AGREEMENT
SHALL BE AUTOMATICALLY RENEWED FOR SUCCESSIVE ONE (1) YEAR TERMS THEREAFTER.
THE INITIAL TERM TOGETHER WITH ANY RENEWAL TERMS ARE THE "TERM."
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12.2
TERMINATION.
THIS AGREEMENT MAY BE TERMINATED:
(A)
UPON WRITTEN NOTICE BY A PARTY TO THE OTHER
PARTY, IF THE OTHER PARTY BECOMES SUBJECT TO A BANKRUPTCY EVENT OR COMMITS AN
EVENT OF DEFAULT (AS DEFINED IN SECTION 13 BELOW); OR
(B)
BY WRITTEN NOTICE FROM THE PURCHASER TO THE
SUPPLIER IN ACCORDANCE WITH SECTION 5.2.
(C)
BY 12 MONTHS WRITTEN NOTICE BY EITHER PARTY
ON OR AFTER JUNE 1, 2011.
12.3
EFFECT OF TERMINATION.
UPON ANY EXPIRATION OR
TERMINATION OF THIS AGREEMENT THE PROVISIONS OF SECTIONS 1, 5.3, 5.4, 5.5, 6, 7,
8, 10, 11, 12.3, AND 14 SHALL SURVIVE SUCH TERMINATION AND EXPIRATION.
13.
DEFAULT.
13.1
RIGHTS UPON AN EVENT OF DEFAULT.
UPON THE
OCCURRENCE OF AN EVENT OF DEFAULT (AS DEFINED BELOW) UNDER THIS AGREEMENT, IN
ADDITION TO WHATEVER OTHER REMEDIES THE NON-DEFAULTING PARTY MAY BE ENTITLED TO,
THE NON-DEFAULTING PARTY MAY TERMINATE THIS AGREEMENT UPON WRITTEN NOTICE TO THE
DEFAULTING PARTY STATING THE GROUNDS FOR SUCH DEFAULT.
THE OCCURRENCE OF ANY
ONE OR MORE OF THE FOLLOWING ACTS, EVENTS OR OCCURRENCES SHALL CONSTITUTE AN
"EVENT OF DEFAULT" UNDER THIS AGREEMENT:
(A)
EITHER PARTY BECOMES THE SUBJECT OF A
BANKRUPTCY EVENT; OR
(B)
THE PURCHASER FAILS TO MAKE UNDISPUTED
PAYMENTS OF THE PURCHASE PRICE WHEN DUE AND SUCH FAILURE CONTINUES FOR NINETY
(90) DAYS; PROVIDED THAT SUPPLIER MAY SUSPEND PERFORMANCE UNDER THIS AGREEMENT
IN THE EVENT PURCHASER FAILS TO MAKE UNDISPUTED PAYMENT OF THE PURCHASE PRICE
WHEN DUE AND SUCH FAILURE CONTINUE FOR THIRTY (30) DAYS; OR
(C)
EITHER PARTY BREACHES ANY OTHER MATERIAL
PROVISION OF THIS AGREEMENT AND FAILS TO REMEDY SUCH DEFAULT WITHIN SIXTY (60)
DAYS AFTER RECEIPT OF WRITTEN NOTICE THEREOF, WHICH NOTICE SHALL STATE, WITH
PARTICULARITY, THE GROUNDS FOR SUCH CLAIMED DEFAULT.
(D)
PURCHASER FAILS TO PURCHASE THE ANNUAL
MINIMUM PRODUCT VOLUMES AS DETAILED IN SECTION 2.2 OF THIS AGREEMENT AND DOES
NOT, WITHIN THIRTY (30) DAYS AFTER PURCHASER'S RECEIPT OF WRITTEN NOTICE FROM
SUPPLIER THAT PURCHASER HAS FAILED TO MAKE SUCH PURCHASES, ORDER THE NUMBER OF
PRODUCTS NECESSARY TO REMEDY SUCH FAILURE.
13.2
RIGHTS UPON CERTAIN SUPPLIER DEFAULTS.
PURCHASER'S OBLIGATION TO MAKE THE MINIMUM PURCHASE REQUIREMENTS SPECIFIED IN
SECTION 2.2 FOR EACH CONTRACT YEAR IS SUBJECT TO SUPPLIER MEETING THE FOLLOWING
CRITERIA:
Supplier has no more than one (I) Delivery Failure (as defined below) during
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any rolling twelve (12) month period and no such failure during the six
(6) months prior to the beginning of the next Contract Year.
A "Delivery
Failure" occurs when Supplier delivers less than ninety five (95%) of the
Product quantity specified on a purchase order provided by Purchaser on the
Delivery Date specified on such purchase order with