THE OTHER PARTY OF ITS NATURE AND
EXTENT.
16.2.
EFFECT OF FORCE MAJEURE EVENT.
NO PARTY SHALL BE DEEMED TO BE IN
BREACH OF THIS AGREEMENT, OR OTHERWISE BE LIABLE TO THE OTHER, BY REASON OF ANY
DELAY IN PERFORMANCE OR THE NON-
35
PERFORMANCE OF ANY OF ITS OBLIGATIONS HEREUNDER, TO THE EXTENT THAT SUCH DELAY
OR NON-PERFORMANCE IS DUE TO ANY FORCE MAJEURE OF WHICH IT HAS NOTIFIED THE
OTHER PARTY, AND THE TIME FOR PERFORMANCE OF THAT OBLIGATION SHALL BE EXTENDED
ACCORDINGLY.
16.3.
CONTINUING FORCE MAJEURE EVENT.
IF THE FORCE MAJEURE IN QUESTION
PREVAILS FOR A CONTINUOUS PERIOD IN EXCESS OF THREE (3) MONTHS, THE PARTIES
SHALL ENTER INTO BONA FIDE DISCUSSIONS WITH A VIEW TO ALLEVIATING ITS EFFECTS,
OR TO AGREEING UPON SUCH ALTERNATIVE ARRANGEMENTS AS MAY BE FAIR AND REASONABLE.
17.
MISCELLANEOUS PROVISIONS
17.1.
RELATIONSHIP OF THE PARTIES.
THE RELATIONSHIP BETWEEN COMPANY AND
DISTRIBUTOR HEREUNDER IS SOLELY THAT OF MANUFACTURER AND DISTRIBUTOR, AND
BETWEEN COMPANY AND DISTRIBUTOR HEREUNDER IS SOLELY THAT OF LICENSOR AND
LICENSEE, AND DISTRIBUTOR IS NOT AN AGENT OF COMPANY FOR ANY PURPOSE.
DISTRIBUTOR SHALL HAVE NO POWER OR AUTHORITY TO BIND COMPANY IN ANY MANNER AND
SHALL NOT HOLD ITSELF OUT AS THE AGENT OF COMPANY FOR ANY PURPOSE.
17.2.
ASSIGNMENT; BINDING EFFECT.
THIS AGREEMENT SHALL BE BINDING UPON
THE SUCCESSORS AND ASSIGNS OF THE PARTIES PERMITTED HEREUNDER, BUT ARE OTHERWISE
PERSONAL AS BETWEEN THE PARTIES.
NO PARTY MAY ASSIGN ANY INTEREST UNDER THIS
AGREEMENT WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER, WHICH CONSENT SHALL
NOT BE UNREASONABLY WITHHELD, EXCEPT THAT NO SUCH CONSENT SHALL BE REQUIRED TO
ASSIGN THIS AGREEMENT TO (I) AN AFFILIATE; OR (II) A THIRD PARTY SUCCESSOR BY
MERGER OR ACQUISITION OR BY DIVESTITURE OR SPIN-OFF OF ALL OR SUBSTANTIALLY ALL
OF THE BUSINESS OR ASSETS TO WHICH THIS AGREEMENT RELATES.
ANY PURPORTED
ASSIGNMENT WITHOUT A REQUIRED CONSENT SHALL BE VOID.
NO ASSIGNMENT SHALL
RELIEVE ANY PARTY OF RESPONSIBILITY FOR THE PERFORMANCE OF ANY OBLIGATION WHICH
ACCRUED PRIOR TO THE EFFECTIVE DATE OF SUCH ASSIGNMENT.
17.3.
EXPENSES.
EACH PARTY SHALL BEAR ITS OWN EXPENSES WITH RESPECT TO
THE NEGOTIATIONS, PREPARATION AND EXECUTION OF THIS AGREEMENT.
17.4.
NO THIRD PARTY BENEFICIARIES.
THIS AGREEMENT IS SOLELY FOR THE
BENEFIT OF THE PARTIES AND THEIR RESPECTIVE AFFILIATES AND NO PROVISION OF THIS
AGREEMENT SHALL BE DEEMED TO CONFER UPON ANY THIRD PARTIES ANY REMEDY, CLAIM,
LIABILITY, REIMBURSEMENT, CLAIM OF ACTION OR OTHER RIGHT IN EXCESS OF THOSE
EXISTING WITHOUT REFERENCE TO THIS AGREEMENT.
17.5.
NOTICES.
ALL NOTICES, REQUESTS, CLAIMS, DEMANDS AND OTHER
COMMUNICATIONS UNDER THIS AGREEMENT SHALL BE IN WRITING AND SHALL BE DEEMED TO
HAVE BEEN DULY GIVEN (A) WHEN RECEIVED, IF DELIVERED PERSONALLY, (B) WHEN
TRANSMITTED, IF TELECOPIED (WHICH IS CONFIRMED), (C) UPON RECEIPT, IF SENT BY
REGISTERED OR CERTIFIED MAIL (POSTAGE PREPAID, RETURN RECEIPT REQUESTED) AND
(D) THE BUSINESS DAY AFTER IT IS SENT, IF SENT FOR NEXT-DAY DELIVERY TO A
DOMESTIC ADDRESS BY OVERNIGHT MAIL OR COURIER, TO THE PARTIES AT THE FOLLOWING
ADDRESSES: