AIPC. Except if prevented by an event of Force Majeure, if AIPC does not deliver to the Warehouse for CPC all of CPC's requirements of Products Actually ordered from AIPC consistent with the applicable Contract Year Plan (not to exceed the AIPC Guaranteed Maximum Volume for such applicable Contract Year), AIPC shall pay to CPC an amount equal to the Actual unreimbursed out-of-pocket per pound cost incurred by CPC (excluding CPC's Actual Materials Cost) to purchase such shortfall in excess of * for such products.
AIPC. AIPC (as "Indemnifying Party") shall defend, indemnify, and hold harmless CPC, its employees and representatives (an "Indemnitee") from and against all Damages incurred by such Indemnitee attributable to any actions and claims arising out of or in connection with the Products attributable to AIPC and/or AIPC performance of Services hereunder with respect to: (i) injury and/or death to persons including AIPC's employees, agents or representatives and damage to property (ii) fines, levies or other charges imposed by any governmental authority or agency, (iii) AIPC's failure to comply with or violation of any applicable laws, regulations, rules and ordinances, (iv) violations by AIPC of the Comprehensive Environmental Response Compensation and Liability Act or any other federal, state or local law, regulation or order regarding the environment or contamination thereof now in effect or hereinafter enacted, (v) any alleged infringement or violation of any patent right in connection with performance of Services hereunder unless the alleged infringement or violation was directed by CPC. Notwithstanding anything to the contrary herein, in no event will AIPC be required to indemnify any Indemnitee for any such Damages attributable to (A) the acts or omissions of CPC, or (B) AIPC's acts or omissions taken or made (or omitted to be taken or made) in accordance with the CPC Product Specifications, at the direction of CPC, or otherwise in accordance with the terms of this Agreement.
AIPC. AIPC shall procure and maintain, at all times while performing hereunder, occurrence based liability insurance with a reputable and financially responsible insurance carrier(s) satisfactory and acceptable to CPC for the coverage in the amounts set forth in EXHIBIT 15.4 attached hereto and incorporated by reference herein, and any additional insurance as may be required by applicable laws, ordinances or governmental orders, rules and regulations. In the event AIPC purchases or maintains insurance policies with limits that are greater than the limits required by this Agreement, the maximum limits of such policies shall be fully available to CPC. Endorsements expressly naming CPC as additional insured with respect to such coverage, and loss payee with respect to property loss or damage, and the copies of the policies shall be delivered to CPC. In addition, the endorsements shall expressly (i) state that AIPC's primary and excess or umbrella policies are primary coverage and not concurrent or excess over other insurance which may be available to CPC, (ii) provide for waiver of all subrogation rights against CPC, and (iii) state that any change restricting or reducing coverage or cancellation of any policy shall not be valid as respects CPC's interests until CPC has received * notice in writing of such change or cancellation. In the event that coverage is renewed during the original term or any subsequent term of this Agreement, endorsements for the renewed policies shall be delivered to CPC within * after renewal. Notwithstanding anything to the contrary contained in this Section 15.4, it is acknowledged and agreed that CPC shall not be designated a loss payee (other than with respect to inventory of Products and Raw Materials in AIPC's possession or in a Warehouse, which has been purchased and paid for by CPC) with respect to or have any right to any proceeds of any insurance purchased or maintained by AIPC unless and until the "Total Commitment" and all "Interest Rate Protection Agreements and Other Hedging Agreements" (as each such term is defined in the Credit Agreement, as amended, dated as of April 11, 1997 (as such Agreement may be amended, modified or restated from time to time and any
AIPC. AIPC may terminate this Agreement for cause if any of the following occurs: (i) an Insolvency Event shall occur with respect to CPC, that, in AIPC's reasonable opinion, materially threatens CPC's ability to perform hereunder which has not been cured after notice from AIPC to CPC and the expiration of the period to cure as provided in Section 16.2.3 below; (ii) CPC fails to make any payments due to AIPC hereunder, which in the aggregate equal or exceed fifty thousand dollars ($50,000) and are not the subject of a good faith dispute between the Parties, within 10 days after notice from AIPC that such payment is due and payable which has not been cured after notice from AIPC to CPC and the expiration of the period to cure as provided in Section 16.2.3 below; (iii) a material breach by CPC of any non-payment terms of this Agreement, including but not limited to any material misrepresentation of financial or other information or persistent disregard of laws or regulations which has not been cured after notice from AIPC to CPC and the expiration of the period to cure as provided in Section 16.2.3 below; or (iv) as provided in Section 22 below upon the occurrence of an event set forth therein.
AIPC. AIPC may terminate this Agreement for cause if any of the following occurs: (i) an Insolvency Event shall occur with respect to CPC, that, in AIPC's reasonable opinion, materially threatens CPC's ability to perform hereunder which has not been cured after notice from AIPC to CPC and the expiration of the period to cure as provided in Section 16.2.3 below; (ii) CPC fails to make any payments due to AIPC hereunder, which in the aggregate equal or exceed * and are not the subject of a good faith dispute between the Parties, within * after notice from AIPC that such payment is due and payable which has not been cured after notice from AIPC to CPC and the expiration of the period to cure as provided in Section 16.2.3 below; (iii) a material breach by CPC of any non-payment terms of this Agreement, including but not limited to any material misrepresentation of financial or other information or persistent disregard of laws or regulations which has not been cured after notice from AIPC to CPC and the expiration of the period to cure as provided in Section 16.2.3 below; or (iv) as provided in Section 22 below upon the occurrence of an event set forth therein.
