FIRST YEAR OF THE RENEWED TERM SHALL BE INCREASED BY 25%
FROM THE FIFTH YEAR OF THE TERM.
9.2.
TERMINATION.
UPON THE OCCURRENCE OF ANY OF
THE FOLLOWING EVENTS EITHER PARTY MAY TERMINATE THIS AGREEMENT EFFECTIVE
IMMEDIATELY OR AS OTHERWISE DESIGNATED BY THE PARTY UPON THE DELIVERY OF A
WRITTEN NOTICE TO SUCH EFFECT TO THE OTHER PARTY:
(A)
THE OTHER PARTY MATERIALLY BREACHES THIS
AGREEMENT AND FAILS TO CURE SUCH BREACH WITHIN 30 DAYS AFTER THE FIRST PARTY HAS
GIVEN IT WRITTEN NOTICE OF SUCH BREACH;
(B)
THE OTHER PARTY SUFFERS AN EVENT OF
BANKRUPTCY;
(C)
THE DISSOLUTION OF THE OTHER PARTY;
(D)
CLSAC (I) FAILS TO SUBMIT AN APPLICATION TO
THE RELEVANT GOVERNMENT AUTHORITY TO OBTAIN ANY PERMIT, APPROVAL, LICENSE,
CONSENT OR SIMILAR DOCUMENT (COLLECTIVELY, "PERMITS") REQUIRED TO PERFORM ANY OF
CLSAC'S OBLIGATIONS UNDER THIS AGREEMENT WITHIN 30 DAYS AFTER WPTE HAS GIVEN
COMPANY WRITTEN NOTICE OF SUCH REQUIREMENT, OR (II) FAILS TO OBTAIN ANY SUCH
PERMIT WITHIN THREE MONTHS AFTER SUCH NOTICE IS GIVEN;
(E)
ANY SUCH PERMIT IS REVOKED, EXPIRES AND IS
NOT RENEWED OR REISSUED OR IS OTHERWISE NO LONGER VALID; OR
(F)
WPTE FAILS TO PAY ANY AMOUNT DUE AND
PAYABLE UNDER THIS AGREEMENT WITHIN 60 DAYS OF THE DATE WHEN SUCH AMOUNT BECOMES
PAYABLE.
9.3.
EFFECT OF TERMINATION.
UPON EXPIRATION OR
TERMINATION OF THIS AGREEMENT, EACH PARTY WILL DESTROY OR RETURN ALL COPIES AND
EXTRACTS OF THE OTHER PARTY'S CONFIDENTIAL INFORMATION IN ITS POSSESSION.
THE
OBLIGATIONS AND RIGHTS OF THE PARTIES UNDER SECTIONS 10, 11, 12, 14, 15, 16, 17,
18, 19, 20 AND 21 AND ALL RIGHTS TO PAYMENT FOR ANY INVOICED OR ACCRUED AMOUNTS
UNDER SECTION 3 PRIOR TO THE EFFECTIVE DATE OF ANY SUCH TERMINATION WILL SURVIVE
THE TERMINATION OR EXPIRATION OF THIS AGREEMENT.
9.4.
NO CONSEQUENTIAL OR PUNITIVE DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, NEITHER PARTY SHALL,
IN ANY EVENT, BE LIABLE TO THE OTHER PARTY HEREUNDER OR IN CONNECTION HEREWITH
FOR ANY INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGES INCLUDING (BUT NOT LIMITED TO)
LOSS OF PROFIT OR GOODWILL.
EACH PARTY AGREES THAT IT WILL NOT SEEK PUNITIVE
DAMAGES AS TO ANY MATTER UNDER, RELATING TO OR ARISING OUT OF THIS AGREEMENT OR
THE TRANSACTIONS CONTEMPLATED HEREUNDER.
EACH PARTY HEREBY WAIVES, TO THE
FULLEST EXTENT IT
14
MAY DO SO, ANY RIGHTS OR REMEDIES FOR RECOVERY OF INDIRECT, CONSEQUENTIAL OR
PUNITIVE DAMAGES THAT MAY ARISE UNDER ANY APPLICABLE LAW.
9.5.
EXERCISE OF RIGHTS.
NO DELAY OR OMISSION OF
EITHER PARTY TO EXERCISE ANY RIGHT OR REMEDY PROVIDED FOR HEREIN SHALL IMPAIR
ANY SUCH RIGHT OR REMEDY OR CONSTITUTE A WAIVER OF ANY SUCH RIGHT OR REMEDY OR
AN ACQUIESCENCE IN ANY MATTER GIVING RISE THERETO.
EVERY RIGHT AND REMEDY GIVEN
BY THIS SECTION 9 OR BY LAW TO EITHER PARTY MAY BE EXERCISED FROM TIME TO TIME,
AND AS OFTEN AS MAY BE DEEMED EXPEDIENT, BY WPTE OR BY CLSAC, AS THE CASE MAY
BE.
10.
CONFIDENTIALITY
WPTE and CLSAC shall hold in
strictest confidence