also occur if
any proceeding under the bankruptcy or insolvency laws is brought against TMC, a
receiver is appointed for TMC, or TMC makes an assignment for the benefit of
creditors.
Notwithstanding the foregoing, if TMC's failure to pay any invoice
of LONZA is alleged to be a default under this Agreement, such failure shall
18
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1934, AS AMENDED, AND RULE
24B-2 PROMULGATED THEREUNDER.
OMITTED INFORMATION HAS BEEN REPLACED WITH
ASTERISKS.
not constitute grounds for termination under this Clause 17.5 so long as the
matter is in the process of being resolved under the provisions of Clause 20.2.
CLAUSE 18
PARTIAL INVALIDITY
18.1
SHOULD ANY ONE PROVISION TO THIS AGREEMENT BE INVALID OR
VOID IN WHOLE OR IN PART, THE PARTIES SHALL SUBSTITUTE THE INVALID PROVISION
WITH A VALID PROVISION WHICH ACHIE­VES AS MUCH AS POS­SIBLE THE PURPORT, SENSE
AND ECONOMIC PUR­POSE OF THE INVALID PROVISION.
18.2
THE REMAINING PROVISIONS OF THIS AGREEMENT SHALL NOT BE
AFFECTED BY THE NUL­LITY/INVALIDITY OF INDIVIDUAL PRO­VISIONS AND SHALL REMAIN
IN FULL FORCE AND EFFECT UNLESS SUCH IN­VALID PROVI­SION(S) IS (ARE) OF SUCH
ESSENTIAL IMPORTANCE TO THIS AGREEMENT THAT THE PARTIES COULD NOT BE REASONABLY
EXPECTED TO HAVE CON­CLUDED THE AGREEMENT WITHOUT THE IN­VALID PROVI­SION(S).
CLAUSE 19
FORCE MAJEURE
19.1
IF, IN THE CASE OF FORCE MAJEURE, A PARTY TO THIS
AGREE­MENT SHALL BE UNABLE TO FULFIL ITS CONTRACTUAL OBLIGA­TIONS, THIS SHALL
NOT BE CONSIDERED AS A BREACH OF CON­TRACT.
19.2
FOR THE PURPOSES OF THIS AGREEMENT, A "FORCE MAJEURE" SHALL
BE FIRE, EXPLOSIONS, ACTIONS OF THE ELEMENTS, WAR, CIVIL WAR, RIOTS, REVOLUTION,
LEGISLATION AND ACTS OF THE AUTHO­RITIES, STRIKE, INTERRUP­TION OF OPER­ATION,
SHORT­AGE OF RAW MATERIALS, OR ANY SIMILAR REASONS BEYOND THE REASONABLE CONTROL
OF THE PAR­TIES.
19.3
(A)
ANY OCCURRENCE OF FORCE MAJEURE
SHALL PROMPTLY BE RE­PORTED TO THE OTHER PARTY AND COMPETENT EVIDENCE THEREOF
SHALL BE SUPPLIED SIMULTANE­OUSLY.
(B)
THE PARTY AFFECTED BY A CASE OF FORCE MAJEURE SHALL
USE ITS BEST EF­FORTS TO RESTORE NORMAL CONDITIONS AS SOON AS POSSIBLE.
(C)
AS SOON AS THE FORCE MAJEURE HAS CEASED, THE PARTY
AFFECTED SHALL INFORM THE OTHER PARTY IN WRITING. FROM THIS MOMENT, THE
AGREEMENT SHALL AGAIN BE FULLY EFFEC­TIVE.
19.4
IF IN CASE OF A FORCE MAJEURE SITUATION, THE PARTY AFFECTED
SUSTAINS INCREASED COST IN OR­DER TO MAINTAIN PERFOR­MANCE OF ITS OBLIGATIONS,
SUCH ADDITIONAL COST SHALL BE REIM­BURSED TO IT. THE OTHER PARTY HAS TO BE
INFORMED IN ADVANCE OF SUCH ADDITI­ONAL COST AND MAY RENOUNCE THE PERFORMANCE OF
OBLIGA­TIONS AT SUCH HIGHER COST.
19.5
IF ESSENTIAL OBLIGATIONS OF EITHER PARTY ARE AFFECTED BY A
CASE OF FORCE MA­JEURE LASTING MORE THAN 6 (SIX) MONTHS, EITHER PARTY IS
ENTITLED TO CANCEL THIS AGREEMENT WITH IMMEDI­ATE EFFECT BY GIVING WRITTEN
NOTICE TO THE OTHER PARTY.
19
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE