MERGED HEREIN.
17.06
AMENDMENT.
NO SUPPLEMENT, MODIFICATION OR WAIVER OF THIS AGREEMENT
SHALL BE IMPLIED FROM ANY CONDUCT OF THE PARTIES OR TRADE CUSTOM OR USAGE AND TO
BE BINDING MUST BE EXECUTED IN WRITING BY UIC AND HOME DEPOT.
17.07
ASSIGNMENT.
THIS AGREEMENT MAY NOT BE ASSIGNED OR OTHERWISE
TRANSFERRED BY EITHER PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER;
PROVIDED, HOWEVER, THAT EITHER PARTY MAY TRANSFER THIS AGREEMENT IN THE EVENT OF
AND IN CONNECTION WITH A CHANGE OF CONTROL OF EITHER PARTY.
NOTWITHSTANDING THE
FOREGOING, UIC MAY GRANT A SECURITY INTEREST IN THIS AGREEMENT AND ITS RIGHTS
HEREUNDER TO ITS PRIMARY LENDERS (INCLUDING ANY FUTURE LENDERS) AND SUCH LENDER
MAY EXERCISE CREDITORS REMEDIES OR FORECLOSE AND SHALL BE ENTITLED TO EXERCISE
THE RIGHTS OF UIC HEREUNDER.
UNLESS ASSIGNED OR TRANSFERRED IN VIOLATION
HEREOF, THIS AGREEMENT SHALL BE BINDING UPON THE SUCCESSORS AND PERMITTED
ASSIGNS OF THE PARTIES HERETO.
17.08
WAIVERS AND CONSENTS.
NO MODIFICATION, AMENDMENT OR WAIVER OF OR
WITH RESPECT TO ANY PROVISION OF THIS AGREEMENT, NOR CONSENT TO ANY DEPARTURE
FROM STRICT COMPLIANCE WITH ANY OF THE TERMS OR CONDITIONS HEREOF, SHALL BE
EFFECTIVE UNLESS IT SHALL BE IN WRITING AND SIGNED BY THE PARTY WAIVING SUCH
COMPLIANCE.
ANY SUCH WAIVER OR CONSENT SHALL BE EFFECTIVE ONLY IN THE SPECIFIC
INSTANCE AND FOR THE PURPOSE FOR WHICH GIVEN.
17.09
FORCE MAJEURE.
NEITHER PARTY SHALL BE IN BREACH OF ITS OBLIGATIONS
HEREUNDER TO THE EXTENT THAT PERFORMANCE IS PREVENTED, DELAYED OR (IN THE SOLE
BUT REASONABLE JUDGMENT OF THE PARTY CONCERNED) MADE MATERIALLY MORE EXPENSIVE
AS A RESULT OF THE FOLLOWING CONTINGENCIES:
(A) ANY CAUSE BEYOND THE REASONABLE
CONTROL OF THE PARTY CONCERNED, INCLUDING WITHOUT LIMITATION, ACTS OF GOD,
RIOTS, CIVIL COMMOTION, WARS, THREATS OF WAR, ACTS OF TERROR OR THREATS THEREOF,
HOSTILITIES BETWEEN NATIONS, GOVERNMENTAL LAWS, ORDERS OR REGULATION, EMBARGOES,
ACTIONS BY GOVERNMENT OR AGENCY THEREOF, STORMS, FLOODS, FIRES, ACCIDENTS, LABOR
DISPUTES OR STRIKES, SABOTAGE, EXPLOSIONS, OR
26
OTHER SIMILAR OR DIFFERENT CONTINGENCIES; OR (B) ANY COMMERCIAL UNAVAILABILITY
OF RAW MATERIAL FOR THE PRODUCTION OF THE PRODUCTS, PROVIDED THAT SUCH
COMMERCIAL UNAVAILABILITY AFFECTS THE INDUSTRY GENERALLY AND IS NOT SPECIFIC TO
UIC.
IN THE EVENT EITHER PARTY IS UNABLE TO PERFORM ITS RESPECTIVE OBLIGATIONS,
COVENANTS AND PROMISES UNDER THIS AGREEMENT, IN WHOLE OR IN PART, DUE TO
CIRCUMSTANCES OF FORCE MAJEURE, SUCH PARTY SHALL GIVE THE OTHER PARTY PROMPT
NOTICE OF SUCH CIRCUMSTANCES AND SHALL TAKE REASONABLE STEPS TO REMOVE OR
ALLEVIATE SUCH IMPEDIMENTS TO ITS PERFORMANCE AS SOON AS POSSIBLE.
PERFORMANCE
UNDER THE TERMS OF THIS AGREEMENT SHALL BE SUSPENDED FOR SUCH TIME AS THE FORCE
MAJEURE PERSISTS AND SHALL RESUME AS SOON AS PRACTICABLE AFTER THE FORCE MAJEURE
HAS ABATED.
IF THE PERFORMANCE OF ANY OBLIGATION UNDER THIS AGREEMENT IS
DELAYED OWING TO ANY SUCH CAUSES, THE PARTIES HERETO SHALL CONSULT WITH EACH
OTHER WITH RESPECT TO AN EQUITABLE SOLUTION.
IF UIC CANNOT PROVIDE PRODUCTS TO
HOME DEPOT DUE TO A FORCE MAJEURE EVENT FOR ANY CONTINUOUS PERIOD OF MORE THAN