FIVE (5) NEW YORK BANKING DAYS FROM DEMAND THEREOF, THE PARTY DEMANDING
SUCH PAYMENT OR SECURITY, IN ADDITION TO ANY OTHER RIGHTS WHICH IT MAY HAVE, MAY
CANCEL THIS AGREEMENT, MAY ACCELERATE PAYMENT OF ANY AMOUNTS OWED BUT NOT YET
DUE AND PAYABLE TO BE IMMEDIATELY DUE AND PAYABLE, OR BOTH.
EACH PARTY GRANTS
TO THE OTHER PARTY AND ITS DOMESTIC AFFILIATES THE RIGHT TO SET OFF AND TO APPLY
ANY MONEY, ACCOUNTS PAYABLE, OR PRODUCT BALANCE OWED BY THE OTHER PARTY AND ITS
DOMESTIC AFFILIATES TO THE OTHER PARTY OR ANY COLLATERAL OF EVERY DESCRIPTION
HELD BY THE OTHER PARTY AND ITS DOMESTIC AFFILIATES TO SECURE ANY INDEBTEDNESS
OR OBLIGATION OWED BY THE GRANTING PARTY TO THE OTHER PARTY AND ITS DOMESTIC
AFFILIATES AGAINST ANY UNPAID MONEY OR ACCOUNTS RECEIVABLE OWED TO THE OTHER
PARTY AND ITS DOMESTIC AFFILIATES BY THE GRANTING PARTY.
IN THE EVENT EITHER
PARTY BECOMES INSOLVENT, MAKES AN ASSIGNMENT TO ANY GENERAL ARRANGEMENT FOR THE
BENEFIT OF CREDITORS OR IF THERE ARE INSTITUTED BY OR AGAINST EITHER PARTY
PROCEEDINGS IN BANKRUPTCY OR UNDER ANY INSOLVENCY LAW OR LAW FOR REORGANIZATION,
RECEIVERSHIP OR DISSOLUTION, THE OTHER PARTY MAY WITHHOLD DELIVERIES OR CANCEL
THIS AGREEMENT.
THE EXERCISE BY EITHER PARTY OF ANY RIGHT RESERVED UNDER THIS
PARAGRAPH SHALL BE WITHOUT PREJUDICE TO ANY CLAIM FOR DAMAGES OR ANY OTHER RIGHT
OF SUCH PARTY UNDER THIS AGREEMENT OR APPLICABLE LAW.
9.
TAXES.
(A)
THE PARTIES RECOGNIZE THAT TRANSACTIONS INVOLVING THE TRANSFER OF
PRODUCT(S) BETWEEN DISTILLED SPIRITS PLANT PERMIT HOLDERS ARE GENERALLY NOT
TAXABLE.
(B)
ANY AND ALL TAXES, FEES, OR OTHER CHARGES IMPOSED OR ASSESSED BY
GOVERNMENTAL OR REGULATORY BODIES, THE TAXABLE INCIDENCE OF WHICH IS THE
TRANSFER OF TITLE OR THE DELIVERY OF THE PRODUCT(S) HEREUNDER, OR THE RECEIPT OF
PAYMENT THEREFOR, REGARDLESS OF THE CHARACTER, METHOD OF CALCULATION, OR MEASURE
OF THE LEVY OR ASSESSMENT, SHALL BE PAID BY THE PARTY UPON WHOM THE TAX, FEE OR
CHARGE IS IMPOSED BY LAW, EXCEPT THAT MGPI SHALL REIMBURSE MANUFACTURER FOR ALL
FEDERAL, STATE, AND LOCAL TAXES, FEES, OR CHARGES WHICH ARE IMPOSED BY LAW ON
MANUFACTURER OR REQUIRED TO BE REMITTED AND PAID BY THE MANUFACTURER.
IF MGPI
CLAIMS EXEMPTION FROM ANY OF THE AFORESAID TAXES, FEES, OR OTHER CHARGES, THEN
MGPI MUST FURNISH MANUFACTURER WITH A PROPERLY COMPLETED AND EXECUTED
6
EXEMPTION CERTIFICATE IN THE FORM PRESCRIBED BY THE APPROPRIATE TAXING AUTHORITY
IN LIEU OF PAYMENT OF SUCH TAXES OR REIMBURSEMENT OF SUCH TAXES TO
MANUFACTURER.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, EACH
PARTY SHALL BE RESPONSIBLE FOR ITS OWN INCOME, FRANCHISE AND AD VALOREM TAXES.
(C)
MGPI HEREBY ACKNOWLEDGES AND AGREES TO MAINTAIN ITS STATUS AS A
"DISTILLED SPIRITS PLANT" PURSUANT TO THE APPLICABLE REGULATIONS OF THE ALCOHOL
AND TOBACCO TAX AND TRADE BUREAU OF THE U.S. DEPARTMENT OF THE TREASURY.
10.
PRODUCTION FACILITIES.
(A)
MANUFACTURER WILL MANUFACTURE THE PRODUCTS AT THE PLANT IN
ACCORDANCE WITH THE SPECIFICATIONS AND PROVIDE A VALID COA FOR ALL PRODUCT
DELIVERED UNDER THIS AGREEMENT.
(B)
MANUFACTURER WILL