Changes to Farm Ownership or Herd. (a) You acknowledge that the benefit that we receive under this Agreement is the purchase of Milk produced on the Farm(s) and that we rely on that Milk in the operation of our business. You agree to act in good faith and use your best endeavours to maintain that supply of Milk and to not do anything that would undermine Bega receiving that benefit. Without limiting these obligations, you agree not to do any of things identified in section 7.2(b) (Farm Change Event) unless you have:
(i) given us at least 30 days’ prior written notice of the proposed Farm Change Event; and
(ii) paid us all amounts that you owe us under this Agreement.
(b) A Farm Change Event will occur if you:
(i) sell or transfer, or allow to be sold or transferred, any of your Farms, dairy land and assets (excluding the milking herd) to a third party (including to any company, person or entity related to you);
(ii) make any changes to your ownership structure, or to any lease agreement, share farming agreement or any other arrangement affecting the Farms’ dairy land and/or assets;
Changes to Farm Ownership or Herd. (a) You acknowledge that the benefit that we receive under this Agreement is the purchase of Milk of the Dairy Code. We will provide produced on the Farm(s) and that you with written notice of any such we rely on that Milk in the operation unilateral variation as soon as of our business. You agree to act in practicable after the variation and good faith and use your best will include the details and reason endeavours to maintain that supply for the variation, and the day the of Milk and to not do anything that variation takes effect. would undermine Bega receiving that benefit. Without limiting these (b) This Agreement may otherwise only obligations, you agree not to do any be varied by both parties agreeing in of things identified in section 7.2(b) writing to the variation. have: 7.4 Obligation to act in good faith
(i) given us at least 30 days’ prior written notice of the proposed Farm Change Event; and We each agree that we must deal with each other in good faith in relation to the supply of Milk. Without limitation, that duty of good faith applies in the circumstances specified in section 11(3) of the Dairy Code and, in determining (ii) paid us all amounts that whether either of us has acted in good faith, the Agreement. Code may be taken into account. (b) A Farm Change Event will occur if 7.5 Conduct of the parties you: The parties will not engage in behaviour that is, (i) sell or transfer, or allow or may reasonably be considered to be intimidating, bullying, or harassing or commit to be sold or transferred, any act or behaviour which is offensive or any of your Farms, dairy land and assets abusive in connection with this Agreement. (excluding the milking herd) to a third party (including to any company, person or entity related to you);
(ii) make any changes to your ownership structure, or to any lease agreement, share farming agreement or any other arrangement affecting the Farms’ dairy land and/or assets;
(iii) reduce your milking herd by more than 10%, through sale, transfer, natural attrition or any other method; or
(iv) cease the production of Milk at the Farms.
Changes to Farm Ownership or Herd. (a) You acknowledge that the benefit that we receive under this Agreement is the purchase of Milk produced on the Farm(s) and that we rely on that Milk in the operation of our business. You agree to act in good faith and use your best endeavours to maintain that supply of Milk and to not do anything that would undermine Bega receiving that benefit. Without limiting these obligations, you agree not to do any of things identified in section 7.2(b) (Farm Change Event) unless you have:
(i) given us at least 30 days’ prior written notice of the proposed Farm Change Event; and
(ii) paid us all amounts that you owe us under this Agreement.
(b) A Farm Change Event will occur if you:
(i) sell or transfer, or allow to be sold or transferred, any of your Farms, dairy land and assets (excluding the milking herd) to a third party (including to any company, person or entity related to you);
(ii) make any changes to your ownership structure, or to any lease agreement, share farming agreement or any other arrangement affecting the Farms’ dairy land and/or assets; or
(iii) cease the production of Milk at
(a) This Agreement may only be unilaterally varied during the Term by us in the circumstances permitted by the Dairy Code and provided that variation is effected in accordance with the requirements of the Dairy Code. We will provide you with written notice of any such unilateral variation as soon as practicable after the variation and will include the details and reason for the variation, and the day the variation takes effect.
(b) This Agreement may otherwise only be varied by both parties agreeing in writing to the variation.
