SUCH UNPAID AMOUNTS WILL INCUR INTEREST AT THE LESSER OF (I) ONE
AND A HALF PERCENT PER MONTH (18% PER ANNUM) OR (II) THE MAXIMUM RATE ALLOWED BY
LAW.
MGPI SHALL PAY ALL OF MANUFACTURER'S COSTS (INCLUDING ATTORNEYS' FEES AND
COURT COSTS) OF COLLECTING PAST DUE AMOUNT.
EITHER PARTY MAY CHANGE ITS INVOICE
ADDRESS AND/OR FAX NUMBER UPON NOTICE TO THE OTHER PARTY GIVEN AT LATEST TEN
(10) DAYS IN ADVANCE OF THE EFFECTIVE DATE OF THE CHANGE
(B)
MANUFACTURER SHALL INVOICE MGPI FOR **** DELIVERY AT THE **** COST
DEFINED IN EXHIBIT B.
****
(C)
MANUFACTURER SHALL PRESENT ITS CALCULATION OF THE **** COST ****.
(D)
MGPI SHALL REMIT **** PAYMENTS DUE MANUFACTURER WITHIN **** DURING
THE TERM.
IN CONNECTION WITH SUCH PAYMENT, MGPI SHALL PRESENT ITS CALCULATION
OF THE ****.
7.
AUDIT.
(A)
EACH PARTY WILL PERMIT THE OTHER PARTY, AT ITS SOLE EXPENSE, UPON
REASONABLE PRIOR NOTICE AND DURING NORMAL BUSINESS HOURS, TO AUDIT ITS
ACCOUNTING RECORDS AND OTHER DOCUMENTS WHICH SPECIFICALLY RELATE TO THE
CALCULATION OF **** COST IN ACCORDANCE WITH EXHIBIT B AND **** PAYMENT IN
ACCORDANCE WITH EXHIBIT C OF THIS AGREEMENT, AND SHALL HAVE THE RIGHT TO AUDIT
SUCH RECORDS AT ANY REASONABLE TIME OR TIMES WITHIN TWO (2) YEARS AFTER THE
DELIVERY OF PRODUCT(S) PURSUANT TO THIS AGREEMENT; PROVIDED, HOWEVER, A PARTY
MAY ONLY CONDUCT ONE (1) AUDIT PER CALENDAR YEAR, AND RECORDS PERTAINING TO A
YEAR PREVIOUSLY AUDITED MAY NOT BE RE-AUDITED.
**** INDICATES THAT MATERIAL DEEMED CONFIDENTIAL HAS BEEN OMITTED FROM THIS
DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT UNDER EXCHANGE ACT
RULE 24B-2 AND 5 U.S.C. 552(B)(4) AND HAS BEEN FILED SEPARATELY WITH THE OFFICE
OF THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION.
5
(B)
IF ANY SUCH AUDIT DETERMINES THAT THERE WAS AN ERROR IN THE
CALCULATIONS MADE AND REPORTED PURSUANT TO SECTION 6, THE MANAGEMENT OF EACH OF
MGPI AND MANUFACTURER WILL MAKE A GOOD FAITH EFFORT TO RESOLVE ANY DIFFERENCES
BETWEEN THE PARTIES WITH RESPECT TO THE RESULTS OF THE AUDIT.
IF WITHIN THIRTY
(30) DAYS AFTER THE AUDIT RESULTS ARE PROVIDED TO THE AUDITED PARTY, THE
MANAGEMENTS OF MGPI AND MANUFACTURER ARE UNABLE TO RESOLVE ALL DIFFERENCES,
EITHER PARTY MAY SEEK DAMAGES AND ANY OTHER EQUITABLE OR LEGAL RELIEF FROM A
COURT OF COMPETENT JURISDICTION.
(C)
WITHIN THIRTY DAYS OF RESOLUTION OF ANY AUDIT DIFFERENCES EITHER
BY AGREEMENT OR BY A FINAL, NON-APPEALABLE JUDGMENT OF A COURT OF COMPETENT
JURISDICTION, MGPI OR MANUFACTURER, AS APPLICABLE, SHALL REMIT TO THE OTHER
PARTY ANY AMOUNT SHOWN TO BE DUE BY IT UNDER SUCH AUDIT RESOLUTION.
8.
FINANCIAL RESPONSIBILITY.
IF EITHER PARTY'S PAYMENTS OR
DELIVERIES TO THE OTHER PARTY SHALL BE IN ARREARS, OR THE FINANCIAL
RESPONSIBILITY OF EITHER PARTY BECOMES IMPAIRED OR UNSATISFACTORY IN THE
REASONABLE OPINION OF THE OTHER PARTY, ADVANCE CASH PAYMENT OR SATISFACTORY
SECURITY SHALL BE GIVEN UPON DEMAND, AND DELIVERIES MAY BE WITHHELD UNTIL SUCH
PAYMENT OR SECURITY IS RECEIVED.
IF SUCH PAYMENT OR SECURITY IS NOT RECEIVED
WITHIN