LONGER PERIOD; AND SUCH CAUSE SHALL, SO FAR AS
POSSIBLE, BE REMEDIED WITH ALL REASONABLE DISPATCH.
EVENTS OF FORCE MAJEURE
SHALL NOT EXTEND THE TERM.
IF AN EVENT OF FORCE MAJEURE CONTINUES FOR A PERIOD
IN EXCESS OF 90 DAYS, THE PARTY NOT AFFECTED BY THE FORCE MAJEURE MAY TERMINATE
THIS AGREEMENT AT ANY TIME THEREAFTER DURING THE CONTINUANCE OF THE FORCE
MAJEURE EFFECTIVE UPON THE GIVING OF WRITTEN NOTICE TO THE PARTY WHICH IS
SUBJECT TO THE FORCE MAJEURE EVENT.
24.
INDEPENDENT CONTRACTORS.
THE PARTIES ARE INDEPENDENT CONTRACTORS
AND ENGAGE IN THE OPERATION OF THEIR OWN RESPECTIVE BUSINESSES.
NEITHER
MANUFACTURER NOR MGPI WILL BE CONSIDERED THE AGENT OF THE OTHER FOR ANY PURPOSE
WHATSOEVER.
NEITHER MANUFACTURER NOR MGPI HAS ANY AUTHORITY TO ENTER INTO ANY
CONTRACTS OR ASSUME ANY OBLIGATIONS FOR THE OTHER OR TO MAKE ANY WARRANTIES OR
REPRESENTATIONS ON BEHALF OF THE OTHER, EXCEPT AS MAY BE PROVIDED IN A WRITTEN
AGREEMENT BETWEEN THE PARTIES SPECIFICALLY AUTHORIZING SUCH PARTY TO DO SO.
NOTHING IN THIS AGREEMENT WILL ESTABLISH A RELATIONSHIP OF CO-PARTNERS OR JOINT
VENTURERS BETWEEN MANUFACTURER AND MGPI.
UNDER NO CIRCUMSTANCES WILL MGPI BE
LIABLE FOR THE DEBTS OR OBLIGATIONS OF MANUFACTURER OR FOR THE WAGES, SALARIES,
OR BENEFITS OF MANUFACTURER'S EMPLOYEES, NOR WILL MANUFACTURER BE LIABLE FOR THE
WAGES, SALARIES, OR BENEFITS OF MGPI'S EMPLOYEES, EXCEPT AS MAY
17
BE PROVIDED IN A WRITTEN AGREEMENT BETWEEN THE PARTIES SPECIFICALLY STATING THAT
SUCH PARTY ASSUMES SUCH LIABILITY.
25.
SEVERABILITY.
IF ANY SECTION OR PORTION OF THIS AGREEMENT
VIOLATES ANY APPLICABLE LAW, SUCH SECTION OR PORTION WILL BE INOPERATIVE.
IF A
COURT OF COMPETENT JURISDICTION RULES THAT ANY PROVISION SET FORTH IN THIS
AGREEMENT IS UNENFORCEABLE, THEN SUCH PROVISION WILL (IF POSSIBLE) BE DEEMED
MODIFIED TO THE EXTENT THAT, IN THE COURT'S OPINION, IS NECESSARY TO MAKE IT
ENFORCEABLE.
THE REMAINDER OF THE AGREEMENT WILL REMAIN VALID AND WILL CONTINUE
TO BIND THE PARTIES.
26.
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT WILL BE BINDING AND INURE
TO THE BENEFIT OF EACH OF THE PARTIES AND ITS SUCCESSORS AND ASSIGNS.
27.
NOTICES.
EXCEPT AS PROVIDED OTHERWISE, EACH PARTY WILL GIVE IN
WRITING BY PERSONAL DELIVERY, CONFIRMED FACSIMILE TRANSMISSION OR OVERNIGHT
COURIER ANY NOTICE OR COMMUNICATION THAT SUCH PARTY MAY OR MUST GIVE UNDER THIS
AGREEMENT OR REGARDING IT.
THIS NOTICE WILL BE DEEMED TO HAVE BEEN GIVEN OR
MADE WHEN PERSONALLY DELIVERED, UPON THE DATE RECEIVED BY FACSIMILE IF RECEIVED
BY 5 PM LOCAL TIME (AND IF NOT, THE FOLLOWING BUSINESS DAY) AND UPON THE DATE
THE OVERNIGHT COURIER DELIVERS SUCH NOTICE OR COMMUNICATION AS EVIDENCED BY THE
OVERNIGHT COURIER'S DELIVERY CONFIRMATION.
Either party may advise the other of changes of address or additional addresses
for giving notice from time to time by notice given according to this Section.
28.
WAIVER.
NO WAIVER BY EITHER PARTY OF ANY BREACH, DEFAULT, OR
VIOLATION OF THIS AGREEMENT WILL CONSTITUTE A WAIVER OF ANY SUBSEQUENT BREACH,
DEFAULT, OR VIOLATION OF THE SAME OR OTHER TERM, WARRANTY, REPRESENTATION,
AGREEMENT, COVENANT, CONDITION, OR