TWENTY (20) DAYS, THEN UIC SHALL HAVE THE OPTION TO USE SUBCONTRACTORS TO SUPPLY
SUCH PRODUCTS TO HOME DEPOT, WITHOUT OBLIGATION TO OBTAIN HOME DEPOT'S CONSENT
TO SUCH SUBCONTRACTORS.
IF UIC CANNOT PROVIDE PRODUCTS DUE TO A FORCE MAJEURE
EVENT AND THE PARTIES CANNOT RESOLVE THE MATTER SUCH THAT UIC (OR ITS
SUBCONTRACTORS) IS ABLE TO RESUME FILLING HOME DEPOT'S ORDERS FOR PRODUCTS
WITHIN FORTY-FIVE (45) DAYS, THEN HOME DEPOT SHALL HAVE THE OPTION TO SOURCE
SUCH PRODUCTS FROM A THIRD PARTY ONLY DURING THE DURATION OF UIC'S INABILITY TO
SUPPLY AND ONLY FOR THE AFFECTED PRODUCTS, IN WHICH CASE: (A) HOME DEPOT'S
PURCHASES FROM SUCH THIRD PARTY (UP TO AN AMOUNT NOT TO EXCEED SUCH PURCHASES OF
SUCH PRODUCTS FROM UIC DURING THE SAME PERIOD OF TIME 12 MONTHS PRIOR TO SUCH
EVENT) SHALL APPLY TOWARDS HOME DEPOT'S MINIMUM ANNUAL VOLUME AND MINIMUM
AGGREGATE VOLUME PURCHASE OBLIGATIONS UNDER THIS AGREEMENT SO AS NOT TO DELAY
ASSIGNMENT OF THE MARKS PURSUANT TO ARTICLE XI; AND (B) THE TERM OF HOME DEPOT'S
EXCLUSIVITY AND MINIMUM ANNUAL VOLUME OBLIGATIONS UNDER SECTION 5.02 SHALL BE
EXTENDED BEYOND THE DATE THAT SUCH OBLIGATIONS WOULD OTHERWISE TERMINATE UNDER
SECTION 5.02(C) FOR A PERIOD OF TIME EQUAL TO THE PERIOD OF TIME THAT HOME DEPOT
SOURCED PRODUCTS FROM THIRD PARTIES.
17.10
NOTICES AND CONSENTS.
IN ANY INSTANCE UNDER THIS AGREEMENT WHERE A
PARTY'S APPROVAL OR CONSENT IS REQUIRED, OR WHERE NOTIFICATION IS REQUIRED TO BE
GIVEN TO A PARTY, IF SUCH PARTY FAILS TO RESPOND IN WRITING WITHIN TEN (10)
BUSINESS DAYS FROM RECEIPT (PURSUANT TO SECTION 15.01) OF SUCH REQUEST FOR
APPROVAL OR CONSENT, OR RECEIPT (PURSUANT TO SECTION 15.01) OF SUCH NOTICE, THEN
SUCH PARTY SHALL BE DEEMED TO HAVE GRANTED ITS APPROVAL OR CONSENT, AND TO HAVE
WAIVED ANY OBJECTION, IN CONNECTION WITH THE MATTER FOR WHICH APPROVAL OR
CONSENT WAS REQUESTED OR ABOUT WHICH IT WAS NOTIFIED.
IN THE EVENT A PARTY FROM
WHOM APPROVAL OR CONSENT IS REQUESTED WITHHOLDS, DELAYS OR CONDITIONS SUCH
APPROVAL OR CONSENT, THEN SUCH PARTY SHALL PROVIDE TO THE REQUESTING PARTY
WITHIN TEN (10) BUSINESS DAYS FROM RECEIPT (PURSUANT TO SECTION 15.01) OF THE
REQUEST FOR APPROVAL OR CONSENT, IN WRITING AND WITH REASONABLE SPECIFICITY, ITS
REASONS FOR WITHHOLDING, DELAYING OR CONDITIONING SUCH APPROVAL OR CONSENT
17.11
NO THIRD PARTY BENEFICIARIES.
THE PARTIES HERETO DO NOT INTEND THE
BENEFITS OR RIGHTS CONTAINED IN ANY PROVISION OF THIS AGREEMENT TO INURE TO THE
BENEFIT OF ANY THIRD PARTY.
NOTWITHSTANDING ANYTHING CONTAINED IN THIS
AGREEMENT TO THE CONTRARY, THE PARTIES HERETO AGREE THAT THIS AGREEMENT SHALL
NOT BE CONSTRUED AS CREATING ANY RIGHTS, CLAIMS OR CAUSES OF ACTION AGAINST ANY
PARTY TO THIS AGREEMENT IN FAVOR OF ANY THIRD PARTY.
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17.12
IMPORT/EXPORT LAWS.
IN EXERCISING ITS RIGHTS AND PERFORMING ITS
OBLIGATIONS UNDER THIS AGREEMENT, EACH PARTY AND ITS AFFILIATES SHALL FULLY
COMPLY WITH ALL APPLICABLE FOREIGN, NATIONAL, STATE AND LOCAL IMPORTATION AND
EXPORTATION LAWS AND REGULATIONS.
17.13
SEVERABILITY.
IF ANY PROVISION OR PROVISIONS OF THIS AGREEMENT, OR