SHALL BE CONTINGENT UPON SUCH EMPLOYEES STAYING
TO THE EARLIER OF (I) THE TERMINATION OF THIS AGREEMENT,
OR (II) A DATE
MUTUALLY AGREED UPON BY THE PARTIES.
(B)
IN ADDITION, MFFB SHALL DELIVER TO PURCHASER AN INVOICE SETTING
FORTH IN REASONABLE DETAIL ANY EXPENSES ("EXPENSE INVOICE") INCURRED IN
CONNECTION WITH THE SERVICES PROVIDED TO PURCHASER OR ITS AFFILIATES BY MFFB
HEREUNDER AND IN ACCORDANCE HEREWITH FOR EACH CALENDAR MONTH DURING THE TERM.
PURCHASER SHALL PAY, OR CAUSE TO BE PAID, TO MFFB ALL AMOUNTS DUE UNDER THE
EXPENSE INVOICE PROMPTLY UPON, BUT IN NO EVENT LATER THAN, THE DATE WHICH IS
THIRTY (30) DAYS FOLLOWING PURCHASER'S RECEIPT OF THE EXPENSE INVOICE; PROVIDED,
HOWEVER, THAT IN THE EVENT PURCHASER HAS A GOOD FAITH OBJECTION TO ANY PORTION
OF SUCH EXPENSE INVOICE, AS SET FORTH IN A NOTICE TO MFFB CONTAINING REASONABLE
DETAIL AS TO THE BASIS FOR PURCHASER'S OBJECTION (AN "OBJECTION NOTICE"),
PURCHASER SHALL PAY THAT PORTION OF SUCH INVOICE TO WHICH IT DOES NOT OBJECT AND
UPON THE RESOLUTION OF THE DISPUTE RELATING TO THE PORTION OF THE INVOICE TO
WHICH PURCHASER HAS OBJECTED, PAY ANY OTHER AMOUNTS DUE AND OWING TO MFFB IN
ACCORDANCE WITH SUCH RESOLUTION.
ARTICLE IV
TERM; TERMINATION
4.1
TERM.
THIS AGREEMENT SHALL COMMENCE ON THE EFFECTIVE DATE
AND CONTINUE FOR A TERM OF FORTY FIVE (45) DAYS (THE " TERM"), UNLESS THIS
AGREEMENT IS EARLIER TERMINATED AS PROVIDED BELOW.
4.2
EARLY TERMINATION FOR CAUSE.
EITHER PARTY (THE
"NON-DEFAULTING PARTY") MAY TERMINATE THIS AGREEMENT AT ANY TIME AND PURSUE ALL
RIGHTS AND REMEDIES AVAILABLE TO IT AT LAW, IN EQUITY OR OTHERWISE IF ANY OF THE
FOLLOWING SHALL OCCUR WITH RESPECT TO THE OTHER PARTY (THE "DEFAULTING PARTY"):
(A)
ANY REPRESENTATION OR WARRANTY OF THE DEFAULTING PARTY SET FORTH
IN THIS AGREEMENT WAS FALSE OR MISLEADING IN ANY MATERIAL RESPECT WHEN MADE;
3
(B)
THE DEFAULTING PARTY FAILS TO PAY ANY OBLIGATION HEREUNDER WHEN
DUE AND SUCH FAILURE CONTINUES FOR FIVE (5) BUSINESS DAYS AFTER RECEIPT OF
NOTICE OF SUCH FAILURE FROM THE NON-DEFAULTING PARTY;
(C)
THE DEFAULTING PARTY FAILS TO PERFORM ANY MATERIAL OBLIGATION
HEREUNDER (OTHER THAN PAYMENT OBLIGATIONS) AND SUCH FAILURE CONTINUES FOR AT
LEAST TEN (10) BUSINESS DAYS AFTER RECEIPT OF NOTICE OF SUCH FAILURE FROM THE
NON-DEFAULTING PARTY; OR
(D)
(I) THE DEFAULTING PARTY SHALL COMMENCE ANY CASE, PROCEEDING OR
OTHER ACTION (A)
UNDER ANY EXISTING OR FUTURE LAW, RELATING TO BANKRUPTCY,
INSOLVENCY, REORGANIZATION OR RELIEF OF DEBTORS, SEEKING TO HAVE AN ORDER FOR
RELIEF ENTERED WITH RESPECT TO IT, OR SEEKING TO ADJUDICATE IT A BANKRUPT OR
INSOLVENT, OR SEEKING REORGANIZATION, ARRANGEMENT, ADJUSTMENT, WINDING-UP,
LIQUIDATION, DISSOLUTION, COMPOSITION OR OTHER RELIEF WITH RESPECT TO IT OR ITS
DEBTS, OR (B) SEEKING APPOINTMENT OF A RECEIVER, TRUSTEE, CUSTODIAN, CONSERVATOR
OR OTHER SIMILAR OFFICIAL FOR IT OR FOR ALL OR ANY SUBSTANTIAL PART OF ITS
ASSETS, OR THE DEFAULTING PARTY SHALL MAKE A GENERAL ASSIGNMENT FOR THE BENEFIT
OF ITS CREDITORS; OR (II) THERE SHALL BE COMMENCED AGAINST THE DEFAULTING PARTY
ANY CASE,