MAY BE TERMINATED IN ACCORDANCE WITH THE FOLLOWING PROVISIONS:
(A)
EITHER PARTY HERETO MAY TERMINATE THIS AGREEMENT AT ANYTIME BY
GIVING NOTICE IN WRITING TO THE OTHER PARTY, WHICH NOTICE SHALL BE EFFECTIVE
UPON DISPATCH, SHOULD THE OTHER PARTY FILE A PETITION OF ANY TYPE AS TO ITS
BANKRUPTCY, BE DECLARED BANKRUPT, BECOME INSOLVENT, MAKE AN ASSIGNMENT FOR THE
BENEFIT OF CREDITORS, OR GO INTO LIQUIDATION OR RECEIVERSHIP, OR OTHERWISE LOSE
LEGAL CONTROL OF ITS BUSINESS; AND
(B)
EITHER PARTY MAY TERMINATE THIS AGREEMENT BY GIVING NOTICE IN
WRITING TO THE OTHER PARTY IN THE EVENT THE OTHER PARTY IS IN MATERIAL BREACH
WHICH IMPAIRS THE VALUE OF THIS AGREEMENT AND SHALL HAVE FAILED TO CURE SUCH
BREACH WITHIN THIRTY (30) DAYS OF RECEIPT OF WRITTEN NOTICE THEREOF FROM THE
FIRST PARTY; PROVIDED THAT IF SUCH BREACH CANNOT BE CURED WITHIN THIRTY (30)
DAYS IN THE EXERCISE OF REASONABLE DILIGENCE, THIS AGREEMENT MAY NOT BE
TERMINATED SO LONG AS THE PARTY WHO COMMITTED THE BREACH IS ATTEMPTING TO CURE
WITH REASONABLE DILIGENCE.
9.3.
RIGHTS AND OBLIGATIONS ON TERMINATION. IN THE EVENT OF TERMINATION
OF THIS AGREEMENT FOR ANY REASON, THE PARTIES SHALL HAVE THE FOLLOWING RIGHTS
AND OBLIGATIONS:
(A)
TERMINATION OF THIS AGREEMENT SHALL NOT RELEASE EITHER PARTY FROM
THE OBLIGATION TO MAKE PAYMENT OF ALL AMOUNTS THEN OR THEREAFTER DUE AND
PAYABLE;
(B)
EITHER PARTY SHALL HAVE THE RIGHT, AT ITS OPTION, TO CANCEL ANY OR
ALL ACCEPTED PURCHASE ORDERS WHICH PROVIDE FOR DELIVERY AFTER THE EFFECTIVE DATE
OF TERMINATION. SELLER SHALL EXERCISE ITS OPTION UNDER THIS SUBSECTION BY
NOTIFYING PURCHASER IN WRITING NO LATER THAN THIRTY (30) DAYS AFTER THE
EFFECTIVE TERMINATION DATE.
ARTICLE 10
FORCE MAJEURE
10.1.
DEFINITION. FORCE MAJEURE SHALL MEAN ANY EVENT OR CONDITION, NOT
REASONABLY WITHIN THE CONTROL OF THE NON-PERFORMING PARTY, WHICH PREVENTS IN
WHOLE OR IN PART THE PERFORMANCE BY ONE OF THE PARTIES OF ITS OBLIGATIONS
HEREUNDER OR WHICH RENDERS THE PERFORMANCE OF SUCH OBLIGATIONS SO DIFFICULT OR
COSTLY AS TO MAKE SUCH PERFORMANCE COMMERCIALLY UNREASONABLE. WITHOUT LIMITING
THE FOREGOING, THE FOLLOWING SHALL CONSTITUTE EVENTS OR CONDITIONS OF FORCE
MAJEURE: ACTS OF GOD, INCLUDING FLOODS, STORMS, EARTHQUAKES, HURRICANES,
TORNADOES, TYPHOON, LIGHTNING OR OTHER SEVERE WEATHER OR CLIMATIC CONDITIONS
ACTS OF STATE OR GOVERNMENTAL ACTION, ANY LAW, ORDINANCE, REGULATION, DIRECTIVE,
ORDER, INTERPRETATION OR ENFORCEMENT POLICY PRESENTLY EXISTING OR HEREINAFTER
PROMULGATED BY ANY GOVERNMENTAL AUTHORITY, OR ANY AGENCY OR DIVISION THEREOF,
RIOTS, DISTURBANCE, ACTS OF TERRORISM, BLOCKADE, INSURRECTION, EMBARGO, WAR,
STRIKES, LOCKOUTS, LABOR DISPUTES, SLOWDOWNS, EPIDEMICS, FIRE, WRECK, WASHOUT,
EQUIPMENT FAILURE, SHORTAGE OF ENERGY, SHORTAGE OF RAW MATERIALS OR INABILITY TO
OBTAIN SUITABLE RAW MATERIALS FROM USUAL SOURCES OF SUPPLY, AND EXPLOSION.
10.2.
NOTICE. UPON GIVING WRITTEN NOTICE TO THE OTHER PARTY, A PARTY
AFFECTED BY AN EVENT OF FORCE MAJEURE SHALL BE EXCUSED FROM THE PERFORMANCE OF
ITS OBLIGATIONS UNDER THIS AGREEMENT, EXCEPT FOR THE OBLIGATION TO PAY ANY
AMOUNTS DUE AND OWING HEREUNDER, BUT ONLY TO THE EXTENT AND ONLY FOR THE PERIOD
THAT ITS PERFORMANCE OF SUCH OBLIGATIONS IS