TERM AND THEREAFTER BY GIVING WRITTEN NOTICE
BY REGISTERED MAIL TO THE OTHER PARTY OF SUCH TERMINATION AS FOLLOWS:
(I)
NOTICE OF TERMINATION TO BE EFFECTIVE AT THE CONCLUSION OF THE
INITIAL TERM SHALL BE GIVEN PRIOR TO MAY 1, 2002;
(II)
NOTICE OF TERMINATION TO BE EFFECTIVE AT THE CONCLUSION OF A
RENEWAL TERM SHALL BE GIVEN PRIOR TO MAY 1 OF A GIVEN YEAR TO BE EFFECTIVE ON
AUGUST 31 OF THE SUBSEQUENT YEAR (E.G., NOTICE GIVEN ON APRIL 30, 2004 IS
EFFECTIVE AUGUST 31, 2005).
(c)
Breach by PROCESSOR.
PROCESSOR agrees that MIDWEST shall have
all rights and remedies provided by law and in the Bylaws of MIDWEST in the
event of a breach or threatened breach by PROCESSOR of this Agreement
(d)
Continuing Obligations.
Following the termination of this
Agreement or any reason, MIDWEST shall remain obligated to distribute the net
proceeds of each pool to PROCESSOR as provided herein.
14.
PATRONAGE RELATIONSHIP.
MIDWEST AND PROCESSOR AGREE THAT THE
BUSINESS TO BE TRANSACTED UNDER THIS AGREEMENT WILL BE DONE ON A COOPERATIVE
BASIS.
PROCESSOR AGREES TO TREAT THE FULL AMOUNT OF ANY PATRONAGE DISTRIBUTION,
IN EXCESS OF THE NET PROCEEDS TO BE RETURNED TO PROCESSOR AS PROVIDED HEREIN,
WHICH IS MADE IN A WRITTEN NOTICE OF ALLOCATION (AS DEFINED IN 26 U.S.C. §1388)
WHICH IT RECEIVES, AS INCOME RECEIVED IN THE YEAR IN WHICH SUCH WRITTEN NOTICE
OF ALLOCATION IS RECEIVED AT ITS STATED DOLLAR AMOUNT IN THE MANNER PROVIDED IN
26 U.S.C. §1385(A).
15.
COMPLIANCE WITH MIDWEST'S GOVERNING INSTRUMENTS.
PROCESSOR ACCEPTS
AND AGREES TO CONFORM TO AND ABIDE BY THE PROVISIONS OF THE ARTICLES OF
ASSOCIATION AND BYLAWS OF MIDWEST AND ALL AMENDMENTS THERETO DURING THE TERM OF
THIS AGREEMENT.
16.
REPRESENTATIONS BY PROCESSOR.
PROCESSOR HEREBY REPRESENTS AND
WARRANTS TO MIDWEST THAT:
(a)
Cooperative Status.
PROCESSOR is a grower-owned agricultural
cooperative which is organized and operated so as to adhere to the provisions of
Section 15(a) of the Agricultural Marketing Act (12 U.S.C., Sec. 1141j(a)), as
amended, and the Capper-Volstead Act of 1922 (7 U. S. C., Sec. 291, 292);
(B)
MARKETABLE TITLE.
PROCESSOR HAS GOOD AND MARKETABLE TITLE TO
THE CO-PRODUCTS, AND ALL CO-PRODUCTS WHICH ARE DELIVERED TO MIDWEST OR TO
PURCHASERS ARE FREE AND CLEAR OF ANY LIENS, ATTACHMENTS, SECURITY INTERESTS,
CLAIMS OR ENCUMBRANCES OF ANY KIND WHATSOEVER; AND
(C)
NO PRIOR OBLIGATION.
PROCESSOR IS NOT UNDER CONTRACT OR
OBLIGATION TO SELL, MARKET, CONSIGN OR DELIVER ANY OF THE CO-PRODUCTS TO ANY
OTHER PERSON, FIRM, ASSOCIATION, CORPORATION OR OTHER ENTITY.
(D)
TRANSGENIC VARIETY.
PROCESSOR WARRANTS AND REPRESENTS THAT IT
WILL NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF MIDWEST, KNOWINGLY DELIVER ANY
CO-PRODUCT TO MIDWEST OR TO A CUSTOMER OF MIDWEST THAT IS GROWN USING A
TRANSGENIC VARIETY.
FOR THE PURPOSE OF THIS AGREEMENT, "TRANSGENIC
VARIETY" MEANS A VARIETY OF SEED WHICH WILL PRODUCE A PLANT THAT CONTAINS A GENE
OR GENES THAT HAVE BEEN ARTIFICIALLY INSERTED INSTEAD OF THE PLANT ACQUIRING THE
GENE OR GENES THROUGH POLLINATION. MIDWEST AND PROCESSOR FURTHER AGREE THAT