OF SALES AND OPERATING COSTS AGAINST BUDGET NO LATER THAN 15 WORKING DAYS FROM
THE END OF THE MONTH.
12.
SALES PROMOTION.
MIDWEST AGREES TO DO ANY AND ALL THINGS
REASONABLY NECESSARY AND PROPER TO STIMULATE DEMAND FOR THE CO-PRODUCTS IN
EFFORTS TO IMPROVE THE MARKETS AND PROCEEDS RELATED THERETO.
13.
TERM OF AGREEMENT; TERMINATION.
(A)
TERM.
THE TERM OF THIS AGREEMENT SHALL BE FOR 2 (TWO) CONSECUTIVE
CROP YEARS COMMENCING ON SEPTEMBER 1, 2009 AND CONTINUING THROUGH AUGUST 31,
2011 (THE "INITIAL TERM") AND FROM YEAR TO YEAR THEREAFTER UNTIL TERMINATED AS
PROVIDED HEREIN.
(B)
TERMINATION.
EITHER PARTY HAS THE RIGHT TO TERMINATE THIS
AGREEMENT AT THE END OF THE INITIAL 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, 2010;
(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, 2011 IS
EFFECTIVE AUGUST 31, 2012).
(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 for 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:
5
(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;
(C)