PREVENTED BY THE EVENT OF FORCE
MAJEURE. SUCH NOTICE SHALL INCLUDE A DESCRIPTION OF THE NATURE OF THE EVENT OF
FORCE MAJEURE, AND ITS CAUSE AND POSSIBLE CONSEQUENCES. IF SELLER IS PARTIALLY
PREVENTED IN PERFORMING UNDER THE AGREEMENT BY REASON OF FORCE MAJEURE, SELLER
WILL ALLOCATE PRODUCTION AND DELIVERIES OF PRODUCTS AMONG ALL OF ITS PURCHASERS,
IN THE PROPORTION THAT THEIR PURCHASES OVER THE THREE MONTHS PRIOR TO THE
OCCURRENCE OF THE FORCE MAJEURE BEAR TO EACH OTHER. IN DETERMINING ITS
ALLOCATION OBLIGATIONS, NONE OF SELLERS' INTERNAL REQUIREMENTS SHALL BE
CONSIDERED AS PURCHASES, AND SELLER MAY CONTINUE TO SATISFY ITES INTERNAL
REQUIREMENTS (OR REQUIREMENTS OF ITS AFFILIATES) FOR PRODUCTS TO THE SAME EXTENT
THAT SUCH REQUIREMENTS WERE SATISFIED BY SELLER IMMEDIATELY PRIOR TO THE
BEGINNING OF THE FORCE MAJEURE EVENT. THE PARTY CLAIMING FORCE MAJEURE SHALL
PROMPTLY NOTIFY THE OTHER PARTY OF THE TERMINATION OF SUCH EVENT.
10.3.
CONFIRMATION. THE PARTY INVOKING FORCE MAJEURE SHALL PROVIDE TO THE
OTHER PARTY PERIODIC CONFIRMATION OF THE CONTINUING EXISTENCE OF THE
CIRCUMSTANCES CONSTITUTING FORCE MAJEURE. SUCH EVIDENCE MAY CONSIST OF A
STATEMENT OR CERTIFICATE OF AN APPROPRIATE GOVERNMENTAL DEPARTMENT OR AGENCY
WHERE AVAILABLE, OR A STATEMENT DESCRIBING IN DETAIL THE FACTS CLAIMED TO
CONSTITUTE FORCE MAJEURE.
10.4.
MUTUAL SUSPENSION OF PERFORMANCE. DURING THE PERIOD THAT THE
PERFORMANCE BY ONE OF THE PARTIES OF ITS OBLIGATIONS UNDER THIS AGREEMENT HAS
BEEN SUSPENDED BY REASON OF AN EVENT OF FORCE MAJEURE, THE OTHER PARTY MAY
LIKEWISE SUSPEND THE PERFORMANCE OF ALL OR PART OF ITS OBLIGATIONS HEREUNDER TO
THE EXTENT THAT SUCH SUSPENSION IS COMMERCIALLY REASONABLE, EXCEPT FOR THE
OBLIGATION TO PAY ANY AMOUNTS DUE AND OWING HEREUNDER..
ARTICLE 11
ARBITRATION
11.1.
ARBITRATION OF DISPUTES. ANY DISPUTE, CONTROVERSY OR CLAIM ARISING
OUT OF OR RELATING TO THIS AGREEMENT SHALL BE FINALLY SETTLED BY ARBITRATION IN
WILMINGTON, DELAWARE OR ANOTHER MUTUALLY AGREEABLE LOCATION,, IN ACCORDANCE WITH
THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION IN
EFFECT ON THE DATE OF THIS AGREEMENT, AS MODIFIED BY THIS AGREEMENT, AND
JUDGMENT UPON THE AWARD RENDERED BY THE ARBITRATOR(S) MAY BE ENTERED IN ANY
COURT HAVING JURISDICTION THEREOF. THE ARBITRATION SHALL BE CONDUCTED BY A SOLE
ARBITRATOR. IF WITHIN THIRTY (30) DAYS AFTER RECEIPT OF A PARTY OF A PROPOSAL
MADE BY THE OTHER PARTY FOR SELECTION OF AN ARBITRATOR, THE PARTIES HAVE NOT
REACHED AGREEMENT ON THE CHOICE OF AN ARBITRATOR, THE SOLE ARBITRATOR SHALL BE
APPOINTED BY THE IN ACCORDANCE THE COMMERCIAL ARBITRATION RULES. THE ARBITRATOR
SHALL DIVIDE ALL COSTS (INCLUDING FEES AND COSTS OF COUNSEL) INCURRED IN
CONDUCTING THE ARBITRATION IN THE FINAL AWARD IN ACCORDANCE WITH WHAT SUCH
ARBITRATOR DEEMS JUST AND EQUITABLE UNDER THE CIRCUMSTANCES.
ARTICLE 12
MISCELLANEOUS
12.1.
ASSIGNMENT. NEITHER PARTY SHALL HAVE THE RIGHT TO ASSIGN OR
OTHERWISE TRANSFER ITS RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT, EXCEPT WITH
THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY, AND EXCEPT WHERE SUCH ASSIGNMENT
IS TO A SUCCESSOR IN INTEREST BY MERGER, BY OPERATION OF LAW, ASSIGNMENT,
PURCHASE OR OTHERWISE OF ALL OR