PRODUCT KNOW-HOW MAY INCLUDE THE CONFIDENTIAL
INFORMATION OF MGPI CUSTOMERS AND THAT MANUFACTURER WILL NOT MISAPPROPRIATE ANY
SUCH CONFIDENTIAL INFORMATION.
(B)
MGPI REPRESENTS, WARRANTS AND COVENANTS THAT IT HAS THE RIGHT TO
DISCLOSE TO MANUFACTURER UNDER CONFIDENTIALITY THE PRODUCT KNOW-HOW FOR
MANUFACTURER'S USE WHILE MANUFACTURING PRODUCTS UNDER THIS AGREEMENT.
(C)
MGPI REPRESENTS AND WARRANTS THAT IT WILL NOT KNOWINGLY REQUEST
MANUFACTURER TO PRODUCE PRODUCT OR PROVIDE TO MANUFACTURER PRODUCT-KNOW-HOW THAT
INFRINGES ON ANY RIGHTS OF THIRD PARTIES.
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15.
MANUFACTURER'S WARRANTIES AND REPRESENTATIONS.
(A)
MANUFACTURER WARRANTS AND REPRESENTS THAT:
(I)
MANUFACTURER HAS AND WILL DELIVER GOOD AND MARKETABLE TITLE TO
THE PRODUCT(S),
(II)
MANUFACTURER HAS FULL RIGHT AND AUTHORITY TO TRANSFER SUCH TITLE
TO THE PRODUCT(S) TO MGPI,
(III)
THE PRODUCT(S) WILL CONFORM TO THE SPECIFICATIONS SET FORTH ON
THE FACE OF THE APPLICABLE PURCHASE ORDER,
(IV)
THE PRODUCT(S) SHALL BE DELIVERED FREE AND CLEAR OF ANY AND ALL
SECURITY INTERESTS, LIENS, ENCUMBRANCES, PLEDGES, AND CHARGES.
(V)
MANUFACTURER IS OR WILL BE AT ALL RELEVANT TIMES REGISTERED WITH
THE IRS AS MAY BE REQUIRED TO ENGAGE IN TRANSACTIONS WITH RESPECT TO ETHANOL,
AND POSSESS ALL FEDERAL, STATE AND LOCAL REGISTRATIONS AS MAY BE REQUIRED BY LAW
IN THE STATE WHERE TITLE PASSES.
(VI)
THE MANUFACTURE AND DELIVERY OF ALL PRODUCTS WILL BE CONDUCTED IN
STRICT COMPLIANCE WITH ANY LAWS OR REGULATIONS APPLICABLE TO THE MANUFACTURE AND
SALE OF THE PRODUCTS, INCLUDING WITHOUT LIMITATION, OPERATING UNDER BASIC AND
OPERATING PERMITS FROM THE ALCOHOL AND TOBACCO TAX AND TRADE BUREAU OF THE U.S.
DEPARTMENT OF TREASURY AND MAINTAINING ANY BONDS REQUIRED THEREUNDER.
(B)
WARRANTY DISCLAIMERS.
THE EXPRESS WARRANTIES IN THIS SECTION 15
ARE IN LIEU OF, AND MANUFACTURER DISCLAIMS, ALL OTHER WARRANTIES,
REPRESENTATIONS AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED
WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR
PURPOSE.
16.
MGPI'S WARRANTIES AND REPRESENTATIONS.
MGPI WARRANTS AND
REPRESENTS THAT:
(A)
THE PURCHASE, TRANSPORTATION, AND MARKETING OF ALL PRODUCT WILL BE
CONDUCTED IN STRICT COMPLIANCE WITH ANY LAWS OR REGULATIONS APPLICABLE TO THE
PURCHASE, TRANSPORTATION AND SALE OF THE PRODUCTS, INCLUDING WITHOUT LIMITATION
HOLDING REQUIRED PERMITS AND LICENSING FROM THE ALCOHOL AND TOBACCO TAX AND
TRADE BUREAU OF THE U.S. DEPARTMENT OF TREASURY;
(B)
MGPI HAS INSTITUTED ITS OWN QUALITY CONTROL AND DELIVERY
PROTOCOLS, INCLUDING WITH ITS CUSTOMERS, THAT WILL PREVENT THE CONTAMINATION OR
USE OF PRODUCT THAT MAY BECOME CONTAMINATED OR BE PUT "OFF SPECIFICATION" AFTER
DELIVERY; AND
(C)
THE PRODUCT(S) AND THEIR SPECIFICATIONS ARE SUITABLE FOR THEIR
INTENDED PURPOSE AND WILL NOT BE USED BY MGPI ALONE OR AS A COMPONENT IN
MANUFACTURING ANOTHER PRODUCT THAT IS INJURIOUS TO PERSONS, THE ENVIRONMENT,
EQUIPMENT, OR PROPERTY.
17.
LIQUIDATION AND CLOSE-OUT:
(A)
NOTWITHSTANDING ANY OTHER PROVISION OF THIS OR ANY OTHER COMMODITY
CONTRACT BETWEEN THE PARTIES, IF EITHER PARTY (THE "NON-PERFORMING PARTY") SHALL
(I) DEFAULT IN THE PAYMENT OR PERFORMANCE OF ANY OTHER MATERIAL OBLIGATION TO
THE OTHER PARTY UNDER
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THIS OR ANY OTHER AGREEMENT BETWEEN THE PARTIES AND FAILS TO CURE SUCH PAYMENT
DEFAULT WITHIN FIVE (5)