PROVISIONS OTHER THAN SECTIONS 6 OR 7 UNDER THIS AGREEMENT.
(IV)
IN THE EVENT THAT AB IS REQUIRED TO AND MAKES
A PAYMENT OF THE TERMINATION AMOUNT TO HOEFER PURSUANT TO SECTION 17.3(E)(I),
HOEFER SHALL, WITHIN TEN (10) BUSINESS DAYS FOLLOWING THE FINAL DAY OF CONTRACT
YEAR THREE, PAY TO AB BY WIRE TRANSFER IN IMMEDIATELY AVAILABLE FUNDS TO
ACCOUNTS AS AB SHALL SPECIFY TO HOEFER IN WRITING, AN AMOUNT EQUAL TO [OMITTED
MATERIAL] OF THE AGGREGATE SALES BY HOEFER OF EQUIVALENT PRODUCTS (INCLUDING,
WITHOUT LIMITATION, TO ANY CUSTOMERS OF HOEFER, CUSTOMERS OF AB OR CUSTOMERS
CONTEMPLATED BY SECTION 17.3(G)) AFTER THE EFFECTIVE DATE OF TERMINATION THROUGH
THE FINAL DAY OF CONTRACT YEAR THREE (THIS CALCULATION TO BE BASED ON UNITS OF
EQUIVALENT PRODUCTS SOLD BY HOEFER DURING SUCH PERIOD (EXCLUDING ANY AND ALL
RETURNED UNITS) MULTIPLIED BY THE TRANSFER PRICE APPLICABLE TO THE CORRESPONDING
EQUIVALENT PRODUCTS IN EFFECT UNDER THIS AGREEMENT DURING SUCH PERIOD).
26
(F)
THE TERMINATION OF THIS AGREEMENT SHALL NOT LIMIT EITHER PARTY FROM
PURSUING ANY OTHER REMEDIES AVAILABLE TO IT, INCLUDING INJUNCTIVE RELIEF, NOR
SHALL SUCH TERMINATION RELIEVE ANY PARTY OF ITS OBLIGATIONS TO PAY ALL AMOUNTS
THAT ACCRUED PRIOR TO SUCH TERMINATION.
(G)
FOR AT LEAST TWO (2) YEARS FOLLOWING THE EFFECTIVE DATE OF ANY TERMINATION,
OTHER THAN A TERMINATION BY AB PURSUANT TO SECTIONS 17.1 OR 17.2, AB WILL (I)
INFORM ITS CUSTOMERS THAT ANY PURCHASES OF EQUIVALENT PRODUCTS AFTER SUCH
TERMINATION DATE CAN BE MADE FROM HOEFER (A) VIA A STATEMENT IN EACH NEW
CATALOGUE PUBLISHED AFTER SUCH TERMINATION DATE, WHICH STATEMENT INCLUDES
HOEFER'S WEBSITE ADDRESS, (B) VIA A STATEMENT ON AB'S WEBSITE AND ON ANY WEBSITE
OF ITS AFFILIATES
THAT INCLUDED PRODUCTS WITHIN SIX (6) MONTHS OF THE
TERMINATION DATE WHICH STATEMENT CONTAINS A HYPERTEXT LINK TO HOEFER'S WEBSITE
AND (C) VERBALLY OR IN WRITING IN RESPONSE TO ANY INQUIRY WITH RESPECT TO
PRODUCTS, AND (II) PROMPTLY DELIVER TO HOEFER ANY PURCHASE ORDERS, INQUIRIES OR
REQUESTS FOR QUOTATIONS FOR PRODUCTS RECEIVED BY AB OR ANY OF ITS AFFILIATES
FROM ANY OF THEIR RESPECTIVE CUSTOMERS.
18.
Force Majeure.
Neither party shall be subject to any liability to
the other party for failure to meet any of its obligations under this Agreement
if such failure results from any of the following events: act of God, fire,
explosion, perils of the sea, flood, draught, war, riot, sabotage, embargo,
interruption of or delay in transportation, strike, compliance with any order,
direction, request from any governmental agency or office; provided that
financial inability in and of itself shall not be a "force majeure event".
The
party which shall be subject to any such event of force majeure shall, promptly
upon the occurrence thereof, notify the other party of the occurrence of such
event and shall, promptly upon the cessation thereof, notify the other party in
writing of such cessation.
19.
Miscellaneous.
19.1
LEGAL COMPLIANCE.
AB SHALL BE RESPONSIBLE FOR
COMPLIANCE WITH ANY AND ALL LAWS AND REGULATIONS APPLICABLE TO ITS USE AND
DISTRIBUTION OF PRODUCTS,