PERFORM TO THE STANDARDS SET FORTH BY UTS IN THIS AGREEMENT.
ASSIGNMENT THIS AGREEMENT SHALL BE BINDING ON THE PARTIES HERETO AND THEIR
PERMITTED SUCCESSORS AND ASSIGNEES; PROVIDED, HOWEVER, THAT NEITHER PARTY SHALL
ASSIGN OR TRANSFER, IN WHOLE OR PART, WHETHER BY OPERATION OF LAW OR OTHERWISE,
OTHER THAN TO AN AFFILIATE OF SUCH PARTY, THIS AGREEMENT OR ANY OF ITS RIGHTS OR
OBLIGATIONS ARISING HEREUNDER WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER
PARTY WHICH SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED.
ANY PURPORTED
ASSIGNMENT WITHOUT SUCH CONSENT SHALL BE NULL AND VOID.
NOTWITHSTANDING THE
FOREGOING, THE PARTIES AND THEIR ASSIGNED AFFILIATES SHALL HAVE THE RIGHT TO
ASSIGN ALL OF ITS RIGHTS AND OBLIGATIONS IN THE CASE OF MERGER, CONSOLIDATION OR
SALE OF ASSETS INVOLVING SUBSTANTIALLY ALL ITS ASSETS OR SUBSTANTIALLY ALL THE
ASSETS OF A PARTICULAR PRODUCT LINE OR BUSINESS LINE IN WHICH A PRODUCT LINE IS
INCLUDED, TO THE MERGED ENTITY OR ACQUIRER OF SUCH ASSETS.
THIS AGREEMENT MAY
BE ASSIGNED IN WHOLE OR IN PART BY EITHER PARTY TO ANY AFFILIATE OF SUCH PARTY
PROVIDED THAT SUCH ASSIGNING PARTY REMAINS SECONDARILY LIABLE UNDER THIS
AGREEMENT.
NOTWITHSTANDING THE FOREGOING, EITHER PARTY MAY ASSIGN ITS RIGHT TO
PAYMENT TO A THIRD PARTY WITHOUT THE NEED FOR CONSENT FROM THE OTHER PARTY.
23.
FORCE MAJEURE AND BUSINESS INTERRUPTIONS
23.1
FORCE MAJEURE
(A) NEITHER PARTY SHALL BE CONSIDERED IN DEFAULT OF PERFORMANCE OF ITS
OBLIGATIONS UNDER THIS AGREEMENT TO THE EXTENT THAT PERFORMANCE OF SUCH
OBLIGATIONS IS DELAYED BY FORCE MAJEURE SUCH AS FIRE, FLOOD, EARTHQUAKE OR OTHER
ACTS OF GOD, WAR, TERRORISM, RIOT, OR ANY OTHER CAUSE BEYOND THE REASONABLE
CONTROL OF THE CLAIMING PARTY AND IN THE ABSENCE OF THE CLAIMING PARTY'S
NEGLIGENCE OR OMISSIONS.
(B) NOTICE OF FORCE MAJEURE EVENT.
NEITHER PARTY SHALL BE RESPONSIBLE FOR ANY
FAILURE TO PERFORM DUE TO A FORCE MAJEURE EVENT PROVIDED THAT SUCH PARTY GIVES
NOTICE TO THE OTHER PARTY OF THE FORCE MAJEURE EVENT AS SOON AS REASONABLY
PRACTICABLE, BUT NOT LATER THAN FIVE (5) DAYS AFTER THE DATE ON WHICH SUCH PARTY
KNEW OR SHOULD REASONABLY HAVE KNOWN OF THE COMMENCEMENT OF THE FORCE MAJEURE
EVENT, SPECIFYING THE NATURE AND PARTICULARS THEREOF AND THE EXPECTED DURATION
THEREOF.
(C) TERMINATION OF FORCE MAJEURE EVENT.
THE PARTY CLAIMING A FORCE MAJEURE
EVENT SHALL USE REASONABLE EFFORTS TO MITIGATE THE EFFECT OF ANY SUCH EVENT AND
TO COOPERATE TO DEVELOP AND IMPLEMENT A PLAN OF REMEDIAL AND REASONABLE
ALTERNATIVE MEASURE TO REMOVE THE EVENT; PROVIDED, HOWEVER, THAT NEITHER PARTY
SHALL BE REQUIRED UNDER THIS PROVISION TO SETTLE ANY STRIKE OR OTHER LABOR
DISPUTE ON TERMS IT CONSIDERS TO BE UNFAVORABLE TO IT.
UPON THE CESSATION OF
THE FORCE MAJEURE EVENT, THE PARTY AFFECTED THEREBY SHALL IMMEDIATELY NOTIFY THE
OTHER PARTY OF SUCH FACT, AND USE ITS BEST EFFORTS TO RESUME NORMAL PERFORMANCE
OF ITS OBLIGATIONS UNDER THE AGREEMENT AS SOON AS POSSIBLE.
(D)
LIMITATIONS.
NOTWITHSTANDING THAT A FORCE MAJEURE EVENT OTHERWISE EXISTS,
THE PROVISIONS OF THIS SECTION SHALL NOT EXCUSE (I) ANY