OTHER PARTY; PROVIDED FURTHER THAT, IN EACH CASE, IF ANY
SUCH CHANGE IN
18
CONFIDENTIAL
CERTAIN INFORMATION HAS BEEN REDACTED
CONFIDENTIAL TREATMENT REQUESTED
OWNERSHIP INTERESTS WOULD RESULT IN SUPPLIER BEING OWNED OR CONTROLLED BY A
COMPETITOR, PURCHASER MAY ELECT TO TERMINATE THIS AGREEMENT IN CONNECTION WITH
SUCH CHANGE IN SUPPLIER'S OWNERSHIP AS OF THE DATE SPECIFIED IN PURCHASER'S
NOTICE OF TERMINATION.
ANY ASSIGNMENT OF THIS AGREEMENT SHALL BE SUBJECT TO THE
ASSIGNEE AGREEING IN WRITING TO ASSUME THE BENEFITS AND OBLIGATIONS OF THIS
AGREEMENT.
ANY ATTEMPT TO ASSIGN THIS AGREEMENT IN VIOLATION OF THIS SECTION
SHALL BE NULL AND VOID.
14.3
ENTIRE AGREEMENT; AMENDMENTS.
THE PARTIES HERETO
ACKNOWLEDGE THAT THIS AGREEMENT SETS FORTH THE ENTIRE AGREEMENT AND
UNDERSTANDING OF THE PARTIES HERETO AS TO THE SUBJECT MATTER HEREOF, AND SHALL
NOT BE SUBJECT TO ANY CHANGE OR MODIFICATION EXCEPT BY THE EXECUTION OF A
WRITTEN INSTRUMENT SIGNED BY THE PARTIES HERETO.
TO THE EXTENT OF ANY CONFLICT
OR INCONSISTENCY BETWEEN THIS AGREEMENT AND ANY PURCHASE ORDER, CONFIRMATION,
ACCEPTANCE OR ANY SIMILAR DOCUMENT, THE TERMS OF THIS AGREEMENT SHALL GOVERN.
THE PARTIES AGREE THAT THIS AGREEMENT SUPERSEDES THE NOVEMBER 7, 2005 AGREEMENT
AND THAT ANY CLAIMS ARISING WITH RESPECT TO THE PRODUCTS, REGARDLESS OF WHEN
SUCH PRODUCTS WERE PURCHASED BY PURCHASER, INCLUDING WARRANTY CLAIMS AND CLAIMS
FOR INDEMNIFICATION, SHALL BE SUBJECT TO THE TERMS AND CONDITIONS OF THIS
AGREEMENT AND SHALL NOT BE SUBJECT TO THE TERMS AND CONDITIONS OF THE
NOVEMBER 7, 2005 AGREEMENT.
14.4
SEVERABILITY.
IN THE EVENT THAT ANY PROVISION OF
THIS AGREEMENT WOULD BE HELD IN ANY JURISDICTION TO BE INVALID, PROHIBITED OR
UNENFORCEABLE FOR ANY REASON, SUCH PROVISION, AS TO SUCH JURISDICTION, SHALL BE
INEFFECTIVE, WITHOUT INVALIDATING THE REMAINING PROVISIONS OF THIS AGREEMENT OR
AFFECTING THE VALIDITY OR ENFORCEABILITY OF SUCH PROVISION IN ANY OTHER
JURISDICTION.
NOTWITHSTANDING THE FOREGOING, IF SUCH PROVISION COULD BE MORE
NARROWLY DRAWN SO AS NOT TO BE INVALID, PROHIBITED OR UNENFORCEABLE IN SUCH
JURISDICTION, IT SHALL, AS TO SUCH JURISDICTION, BE SO NARROWLY DRAWN, WITHOUT
INVALIDATING THE REMAINING PROVISIONS OF THIS AGREEMENT OR AFFECTING THE
VALIDITY OR ENFORCEABILITY OF SUCH PROVISION IN ANY OTHER JURISDICTION.
14.5
REMEDIES.
UNLESS OTHERWISE EXPRESSLY PROVIDED,
ALL REMEDIES HEREUNDER ARE CUMULATIVE, ARE IN ADDITION TO ANY OTHER REMEDIES
PROVIDED FOR BY LAW AND MAY, TO THE EXTENT PERMITTED BY LAW, BE EXERCISED
CONCURRENTLY OR SEPARATELY, AND THE EXERCISE OF ANY ONE REMEDY SHALL NOT BE
DEEMED TO BE AN ELECTION OF SUCH REMEDY OR TO PRECLUDE THE EXERCISE OF ANY OTHER
REMEDY.
14.6
FORCE MAJEURE.
THE OBLIGATIONS OF THE SUPPLIER
AND THE PURCHASER HEREUNDER (EXCEPT FOR THE PURCHASER'S OBLIGATIONS TO MAKE
PAYMENT IN FILL] FOR PRODUCTS WHEN DUE) SHALL BE SUBJECT TO ANY DELAYS OR
NON-PERFORMANCE CAUSED IN WHOLE OR PART BY ANY ACT OF GOD; EXTRAORDINARY ACTS OF
ANY GOVERNMENT OR ANY AGENCY OR SUBDIVISION THEREOF; FIRE; STRIKES (EXCLUDING
STRIKES BY SUPPLIER'S WORKFORCE); WAR; TRANSPORTATION DELAYS AFFECTING THE
GENERAL PUBLIC; RIOTS OR ACTS OF A PUBLIC ENEMY; TERRORIST ACTS; AND SIMILAR
EVENTS; IN EACH