OTHER RESPECT WHICH IS NOT REMEDIABLE TO COMPLY WITH
THE TERMS OF THIS AGREEMENT;
17.3.3.
THE OTHER PARTY COMMITS ANY MATERIAL BREACH OF THIS
AGREEMENT OR FAILS IN ANY OTHER RESPECT TO COMPLY WITH ANY MATERIAL TERM OF THIS
AGREEMENT AND SHALL FAIL TO REMEDY SUCH BREACH OR FAILURE TO COMPLY WITH THIS
AGREEMENT WITHIN A PERIOD OF 14 DAYS FROM THE SERVICE ON IT OF A NOTICE FROM THE
OTHER PARTY, SPECIFYING THE BREACH OR FAILURE AND REQUIRING IT TO BE REMEDIED.
17.4.
THE COMPANY MAY, UPON THIRTY (30) DAYS ADVANCE
WRITTEN NOTICE TO THE MANUFACTURER, TERMINATE THIS AGREEMENT IF THERE IS ANY
CHANGE IN THE OWNERSHIP OR EFFECTIVE CONTROL OF THE MANUFACTURER OR THE COMPANY.
EITHER PARTY SHALL PROMPTLY ADVISE THE OTHER PARTY ON ANY SUCH ENVISAGED OR
ACTUAL CHANGE.
18.
EFFECTS OF TERMINATION
18.1.
ALL BINDING PURCHASE ORDERS PLACED BY THE COMPANY
PRIOR TO THE TERMINATION OF THIS AGREEMENT SHALL BE HONORED BY THE MANUFACTURER
IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, UNLESS THE PARTIES AGREE TO
DIFFERENT TERMS IN WRITING. PROVIDED THAT, IN THE EVENT THAT THIS AGREEMENT IS
TERMINATED BY THE COMPANY IN PURSUANT TO THE PROVISIONS OF SECTION 17.3 ABOVE,
THE COMPANY SHALL BE ENTITLED TO CANCEL ALL OUTSTANDING ORDERS NOT YET
DELIVERED.
18.2.
FOR THE SAKE OF CLARITY, IT IS HEREBY AGREED AND
UNDERSTOOD THAT THE TERMINATION OF THIS AGREEMENT FOR ANY REASON WHATSOEVER,
WILL NOT RELEASE EITHER PARTY FROM ANY:
18.2.1.
OBLIGATIONS, DUTIES OR LIABILITIES THAT HAVE BEEN INCURRED
PRIOR TO SUCH TERMINATION;
18.2.2.
OBLIGATIONS, DUTIES OR LIABILITIES WHICH, FROM THE CONTEXT
HEREOF OR THE NATURE THEREOF, ARE INTENDED TO SURVIVE THE TERMINATION OF THIS
AGREEMENT, INCLUDING THOSE CONTAINED IN SECTIONS 4.3, 13, 14 AND 15 ABOVE.
13
19.
GENERAL REPRESENTATIONS
Either Party hereby warrants, confirms and undertakes that:
19.1.
IT HAS THE CORPORATE POWER AND AUTHORITY TO ENTER
INTO THIS AGREEMENT AND TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED THEREIN;
19.2.
THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS
AGREEMENT HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE ACTION AND THIS
AGREEMENT CONSTITUTES A VALID, LEGAL AND BINDING AGREEMENT OF SUCH PARTY,
ENFORCEABLE AGAINST IT IN ACCORDANCE WITH ITS TERMS;
19.3.
NEITHER THE EXECUTION AND DELIVERY OF THIS
AGREEMENT BY IT NOR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY
WILL (I) VIOLATE, OR RESULT IN A DEFAULT UNDER ANY NOTE, AGREEMENT, CONTRACT,
UNDERSTANDING, ARRANGEMENT, RESTRICTION OR OTHER INSTRUMENT OR OBLIGATION TO
WHICH IT IS A PARTY OR BY WHICH IT MAY BE BOUND; OR (II) VIOLATE ANY ORDER,
AWARD, INJUNCTION, JUDGMENT OR DECREE TO WHICH IT IS SUBJECT;
19.4.
UPON THE SIGNATURE HEREOF, IT SHALL SUBMIT TO THE
OTHER PARTY A LETTER FROM ITS LEGAL COUNSEL CONFIRMING ITS DUE ESTABLISHMENT,
POWERS AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND TO PERFORM ITS OBLIGATIONS
THEREUNDER, AND THAT THE PERSON WHO SIGNED THIS AGREEMENT ON ITS BEHALF IS DULY
AUTHORIZED AND EMPOWERED TO SIGN THIS AGREEMENT ON ITS BEHALF.
20.
RIGHT OF FIRST REFUSAL
As long as the business of the Company with the