Common use of Duration and Termination of the Agreement Clause in Contracts

Duration and Termination of the Agreement. 11.1. This Agreement shall become effective on the_day of its signing by the authorized representative of both contractual parties (hereinafter "effective date"). The obligations of the Distributor shall commence as of the date the Distributor has finally secured all federal, state or local governmental approvals, including without limitation approval of the Product labels from the Food and Drug Administration for the United States, or any other approvals that may be required to import the Products into the Territory for the further distribution in the Territory. In case that the Distributor fails to obtain the necessary approvals within the period of one year, the parties shall consider this Agreement void, and no longer binding. The Manufacturer agrees to use its best efforts to assist the Distributor to obtain in the Distributor's name or in the Manufacturer's name, as the case may be, all necessary approvals and certificates to import and distribute the Products in the Territory. This Agreement shall expire January the 1st 2006, unless sooner terminated in accordance with this Agreement. The Agreement is automatically renewable for the next year, if the minimum sales volume within the first year and each subsequent is achieved, and unless if one of the parties informs the other partie with the recommended letter to terminate the Agreement 3 (three) months in advance. 11.2. This Agreement may be terminated in case of: (i) Proceedings in bankruptcy or insolvency are instituted by or against the other party, or a receiver is appointed for the other party, (ii) in the event that the other party breaches any of its material obligations under this Agreement and fails to correct such breach within 30 (thirty) days after written notice of such breach has been received by the other party, without prejudice to any rights which the non-breaching party may have in the interim prior to termination. 11.3. For the purpose of the Section 10.1. above a breach of contractual obligations is deemed to be any activity or action contrary to the material provisions of this Agreement including but not limited to the selling of the Products outside of the Territory without due consent of the Manufacturer; distributing the Products that compete with the Products of the Manufacturer, unless stipulated otherwise; materially insufficient product liability coverage or any other activity that might negatively influence the quality and/or the safety of the Products of the reputation of the trade marks of the Manufacturer.

Duration and Termination of the Agreement. 11.1. This 14.1 The Agreement shall become effective enter into force and effect on the_day the Effective Date and shall remain in full force and effect country by country of its signing by the authorized representative of both contractual parties (hereinafter "effective date"). The obligations of the Distributor shall commence as of the date the Distributor has finally secured all federal, state or local governmental approvals, including without limitation approval of the Product labels from the Food and Drug Administration for the United States, or any other approvals that may be required to import the Products into the Territory for the further distribution duration of the Term, subject to earlier termination as provided in the Territory. In case that the Distributor fails to obtain the necessary approvals within the period of one year, the parties shall consider this Agreement void, and no longer binding. The Manufacturer agrees to use its best efforts to assist the Distributor to obtain in the Distributor's name or in the Manufacturer's name, as the case may be, all necessary approvals and certificates to import and distribute the Products in the Territory. This Agreement shall expire January the 1st 2006, unless sooner terminated in accordance with this Agreement. At the expiry of the Royalty Term in each country of the Territory the licenses granted by the Parties hereunder shall become perpetual, irrevocable, fully paid up and royalty free in such country. 14.2 The Agreement is automatically renewable for Licensee shall be entitled to terminate the next yearAgreement: (a) effective immediately upon prior written notice to the Licensor pursuant to Section 7.11(d), if the minimum sales volume within Licensee can demonstrate that there are reasonable good faith grounds to believe there is a safety concern related to the first year and each subsequent is achievedProduct, and unless if one or (b) effective immediately upon prior written notice to the Licensor in case of withdrawal of the parties informs Regulatory Approval for the other partie with Product in the recommended letter United States for whatever reason which the Licensee reasonably believes will be permanent; (c) effective upon two hundred and seventy (270) days' prior written notice to the Licensor, for any reason or no reason; or (d) pursuant to Section 14.4 below, which relates to a material breach of the Agreement by the Licensor. 14.3 The Licensor shall be entitled to terminate this Agreement pursuant to Section 14.4 below, which relates to a material breach of the Agreement 3 (three) months in advanceby the Licensee. 11.2. This Agreement may be terminated in case of: 14.4 Either Party (i) Proceedings in bankruptcy or insolvency are instituted by or against the other party, or a receiver is appointed for the other party, (ii) in the event that the other party breaches any of its material obligations under this Agreement and fails to correct such breach within 30 (thirty) days after written notice of such breach has been received by the other party, without prejudice to any rights which the non-breaching party may Party) shall have the right to terminate this Agreement upon giving ninety (90) days written notice to the other Party on the occurrence of a material breach by such other Party (the breaching Party) which material breach is incapable of remedy or which, in the interim prior to termination. 11.3. For the purpose case of the Section 10.1. above a breach capable of contractual obligations is deemed remedy, shall not have been remedied within such ninety (90) day notice period, provided that the non-breaching Party shall have identified in its notice the breach in reasonable detail. If the breach relates to: (a) Canada then the Licensor shall only have the right to be any activity terminate this Agreement in relation Canada; or (b) the USA then the Licensor shall have the right to terminate this Agreement in its entirety. If the breaching Party in good faith disputes such material breach or action contrary disputes the failure to cure or remedy such material breach and provides written notice of that dispute to the non-breaching Party within the above notice period, then the matter will be addressed under the dispute resolution provisions in Section 16 and the non-breaching Party may not terminate this Agreement until it has been determined under Section 16 that the breaching Party is in material provisions breach of this Agreement including but not limited Agreement, and the breaching Party further fails to cure such breach within sixty (60) days after the selling conclusion of the Products outside of the Territory without due consent of the Manufacturer; distributing the Products that compete with the Products of the Manufacturer, unless stipulated otherwise; materially insufficient product liability coverage or any other activity that might negatively influence the quality and/or the safety of the Products of the reputation of the trade marks of the Manufacturerdispute resolution procedure.

Duration and Termination of the Agreement. 11.1This Agreement shall become --------------------------------------------- effective upon its execution; provided, however, that this Agreement shall not become effective with respect to any series now existing or hereafter created unless it has first been approved (a) by a vote of the majority of those Directors of Cxxxxxx New World Fund, Inc. who are not parties to this Agreement or interested persons of such party, cast in person at a meeting called for the purpose of voting on such approval, and (b) by a vote of a majority of that series' outstanding voting securities. This Agreement shall become effective on the_day of its signing by the authorized representative of both contractual parties remain in full force and effect continuously thereafter (hereinafter "effective date"). The obligations of the Distributor shall commence unless terminated automatically as of the date the Distributor has finally secured all federal, state or local governmental approvals, including without limitation approval of the Product labels from the Food and Drug Administration for the United States, or any other approvals that may be required to import the Products into the Territory for the further distribution set forth in the Territory. In case that the Distributor fails to obtain the necessary approvals within the period of one year, the parties shall consider this Agreement void, and no longer binding. The Manufacturer agrees to use its best efforts to assist the Distributor to obtain in the Distributor's name or in the Manufacturer's name, Section 5) except as the case may be, all necessary approvals and certificates to import and distribute the Products in the Territory. This Agreement shall expire January the 1st 2006, unless sooner terminated in accordance with this Agreement. The Agreement is automatically renewable for the next year, if the minimum sales volume within the first year and each subsequent is achieved, and unless if one of the parties informs the other partie with the recommended letter to terminate the Agreement 3 (three) months in advance. 11.2. This Agreement may be terminated in case offollows: (a) Cxxxxxx New World Fund, Inc. may at any time terminate this Agreement without penalty with respect to any or all Funds by providing not less than 60 days' written notice delivered or mailed by registered mail, postage prepaid, to the Advisor and the Subadvisor. Such termination can be authorized by the affirmative vote of a majority of the (i) Proceedings in bankruptcy Directors of Cxxxxxx New World Fund, Inc. or insolvency are instituted by or against the other party, or a receiver is appointed for the other party, (ii) outstanding voting securities of the applicable series. (b) This Agreement will terminate automatically with respect to a series, unless, by December 31, 1999, and at least annually thereafter, the continuance of the Agreement is specifically approved by (i) the Directors of Cxxxxxx New World Fund, Inc. or the shareholders of such series by the affirmative vote of a majority of the outstanding shares of such series, and (ii) a majority of the Directors of Cxxxxxx New World Fund, Inc., who are not interested persons of the Fund, Advisor or Subadvisor, by vote cast in person at a meeting called for the event that purpose of voting on such approval. If the other party breaches continuance of this Agreement is submitted to the shareholders of any series for their approval and such shareholders fail to approve such continuance as provided herein, the Subadvisor may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder. (c) The Advisor may at any time terminate this Agreement with respect to any or all Funds by not less than 60 days' written notice delivered or mailed by registered mail, postage prepaid, to the Subadvisor, and the Subadvisor may at any time terminate this Agreement with respect to any or all series by not less than 90 days written notice delivered or mailed by registered mail, postage prepaid, to the Advisor, unless otherwise mutually agreed in writing. Upon termination of its material obligations this Agreement with respect to any Fund, the duties of the Advisor delegated to the Subadvisor under this Agreement and fails with respect to correct such breach within 30 (thirty) days after written notice of such breach has been received by the other party, without prejudice to any rights which the non-breaching party may have in the interim prior to termination. 11.3. For the purpose of the Section 10.1. above a breach of contractual obligations is deemed to be any activity or action contrary Fund automatically shall revert to the material provisions of this Agreement including but not limited to the selling of the Products outside of the Territory without due consent of the Manufacturer; distributing the Products that compete with the Products of the Manufacturer, unless stipulated otherwise; materially insufficient product liability coverage or any other activity that might negatively influence the quality and/or the safety of the Products of the reputation of the trade marks of the ManufacturerAdvisor.

Duration and Termination of the Agreement. 11.1. The term of this Agreement shall be for the period of the Exploration Licence and any Development Licences, unless this Agreement is terminated earlier in accordance with its terms, and shall be deemed to have been terminated, if for any reason, the Contractor ceases to hold such Licence. Where participating interest has been assigned only all the companies comprising the Contractor may terminate the Agreement. 11.2. Subject to the other provisions of this Agreement, the Contractor shall have the right to terminate this Agreement:- a) with respect to any part of the Agreement Area other than a Development Area then producing, or that prior thereto had produced Petroleum, upon giving ninety (90) days written notice of its intention to do so; and b) with respect to any Development Area in which Petroleum is being produced, or that prior thereto had produced Petroleum, upon giving at least one hundred and eighty (180) days written notice of its intention to do so. 11.3. This Agreement shall become effective on the_day may, subject to the provisions set out below and Article 12, be terminated by the Government upon PRDC giving ninety (90) days written notice with reasons to the Contractor of its signing intention to do so in the following circumstances, namely, that the Contractor (the “Defaulting Party”):- a) has knowingly submitted any false statement to the Cabinet, Minister, PRDC or PRDS on any matter which was a material consideration in the execution of this Agreement; b) has intentionally and knowingly extracted or authorised the extraction of hydrocarbons not authorized to be extracted by this Agreement or without the authority of the PRDC except such extractions as may be unavoidable as a result of Petroleum Operations conducted hereunder in accordance with generally accepted modern global oilfield/gasfield and petroleum industry practices which, when so extracted, were immediately notified to the PRDS; c) is adjudged bankrupt by a competent court or enters into a scheme of composition with its creditors or takes advantage of any law for the benefit of debtors; d) has passed a resolution to apply to a competent court for liquidation of the Company constituting the Contractor, unless the liquidation is for the purpose of amalgamation or reconstruction and the PRDS has been given due notice thereof, and the PRDS is satisfied that the Company’s performance under this Agreement would not be adversely affected thereby and has given its approval thereto; e) has assigned any interest in the Agreement without the prior consent of the PRDS as provided in Article 35; f) has failed to make any monetary payment required by law or under this Agreement by the authorized representative due date or within such further period after the due date as may thereafter be specified by the PRDC and PRDS including an annual contribution in respect of both contractual parties Abandonment in terms of such regulations as may be made in that behalf; g) has failed to comply with or has contravened the provisions of this Agreement in a material particular; h) has failed to comply with any final determination or award made by a sole expert or arbitrators; i) has failed to carry out or observe any of the terms and conditions of the Licence or the provisions of the relevant laws presently in force; or j) on notice of termination as provided in the Agreement: Provided that where the Contractor is constituted by two or more Companies, the PRDC shall not exercise its rights of termination pursuant to Article 11.3, on the occurrence, in relation to one or more, but not all, of the Companies constituting the Contractor, of an event entitling the PRDS to terminate the Agreement:- (hereinafter "effective date"). The i) if any other Company or Companies constituting the Contractor (the non-Defaulting Party(s) satisfies the PRDS that it, or they, is/are willing and would be able to carry out the obligations of the Distributor shall commence as Contractor. (ii) where the non Defaulting Party(s), notifying the PRDS, has/have acquired the Participating Interest of the date Defaulting Party(s) pursuant to the Distributor has finally secured all federal, state or local governmental approvals, including without limitation approval provisions of the Product labels from Joint Operating Agreement and has/have procured and delivered to the Food and Drug Administration for PRDS a Guarantee(s) as referred to in Article 10.1 in respect of the United States, or any other approvals that may be required to import Participating Interest of the Products into Defaulting Party acquired by the Territory for the further distribution in the Territory. In case that the Distributor fails to obtain the necessary approvals within the period of one year, the parties shall consider this Agreement void, and no longer binding. The Manufacturer agrees to use its best efforts to assist the Distributor to obtain in the Distributor's name or in the Manufacturer's name, as the case may be, all necessary approvals and certificates to import and distribute the Products in the Territorynon Defaulting Party(s). 11.4. This Agreement shall expire January may also be terminated by the 1st 2006, unless sooner terminated in accordance with this Agreement. The Agreement is automatically renewable for PRDC on giving the next year, requisite notice specified above if the minimum sales volume events specified in paragraphs c) and d) of Article 11.3 occur with respect to a company which has given a Performance Guarantee pursuant to Article 10 subject however to Article 11.5. 11.5. If the circumstance or circumstances that give rise to the right of termination under paragraphs e), f) and g) of Article 11.3 are remedied (whether by the Defaulting Party or by another party or parties on its behalf) within the first year and each subsequent is achievedninety (90) day period, and unless if one or such extended period as may be granted by the PRDS, following the notice of the parties informs the other partie with the recommended letter PRDC’s intention to terminate the Agreement 3 (three) months in advanceas aforesaid, such termination shall not become effective. 11.6. On termination of this Agreement, for any reason whatsoever, the rights and obligations of the Contractor shall cease but such termination shall not affect any rights of any party which may have accrued or any obligations undertaken or incurred including obligations under Article 27.10, by the Contractor or any Company constituting the Contractor and not discharged prior to the date of termination. 11.7. In the event of termination pursuant to Article 11.2. This Agreement , 11.3 and 11.4:- a) the PRDS may be terminated in case of: require the Contractor, for a period not exceeding one hundred and eighty (i180) Proceedings in bankruptcy or insolvency are instituted by or against days from the other partydate of termination, or a receiver is appointed to continue, for the other partyaccount and at the cost of the b) a Company, (ii) which is a constituent of the Contractor, shall have to remove and export all its property subject to Article 9 and the provisions hereof provided that in the event that ownership of any property is in doubt, or disputed, such property shall not be exported unless and until the other party breaches any doubt or dispute has been settled in favour of its material obligations under this Agreement and fails to correct such breach within 30 the Company. 11.8. Within ninety (thirty90) days after written notice of such breach has been received by the other party, without prejudice to any rights which the non-breaching party may have in the interim prior to termination. 11.3. For the purpose of the Section 10.1. above a breach of contractual obligations is deemed to be any activity or action contrary to the material provisions termination of this Agreement including but not limited or such longer period as the PRDS may agree, the Contractor shall comply with Article 5 and carry out any necessary action as directed by the PRDS to avoid Environmental Damage or hazards to human life or to the selling property of the Products outside of the Territory without due consent of the Manufacturer; distributing the Products that compete with the Products of the Manufacturer, unless stipulated otherwise; materially insufficient product liability coverage or any other activity that might negatively influence the quality and/or the safety of the Products of the reputation of the trade marks of the Manufacturerothers.

Duration and Termination of the Agreement. 11.1. a) This Agreement shall become will be effective as of July 1, 1999 and will expire on the_day of its signing by the authorized representative of both contractual parties (hereinafter "effective date")May 31, 2005, without notification, unless is terminated in advance as stated herein. The obligations parties to this Agreement acknowledge and agree that the Bottler will have no right to claim the tacit renewal of this Agreement. b) If the Bottler has complied in full with the terms, obligations, conditions and stipulations in this Agreement, until its termination and the Bottler is capable of promoting, developing and exploiting the whole potential of the Distributor shall commence as business in a regular basis in the preparation, bottling, distribution and sell of each one of the date the Distributor has finally secured all federal, state or local governmental approvals, including without limitation approval of the Product labels from the Food and Drug Administration for the United States, or any other approvals that may be required to import the Products into the Territory for the further distribution in the Territory. In case that the Distributor fails to obtain the necessary approvals within the period of one yearBeverages, the parties shall consider Bottler may request for an extension of this Agreement void, and no longer bindingfor an additional term of ten (10) years. The Manufacturer agrees Bottler may request for such extension by means of a notice in written to use its best efforts to assist the Distributor to obtain in Company at least six (6) months, but not more than twelve (12) months of anticipation before the Distributor's name or in the Manufacturer's name, as the case may be, all necessary approvals and certificates to import and distribute the Products in the Territory. This Agreement shall expire January the 1st 2006, unless sooner terminated in accordance with maturity date of this Agreement. The Bottler’s request for such extension should be supported with the documentation the Company may request, including the documentation related with the Bottler’s compliance with its obligations pursuant to this Agreement is automatically renewable and the documentation supporting the continuous capacity of the Bottler so as to develop, xxxxxx and satisfy in full, the demand for the next year, if the minimum sales volume within the first year and each subsequent is achieved, and unless if one of the parties informs Beverages within the other partie with Territory. If the recommended letter to terminate Bottler, at the Company’s total discretion, has satisfied the conditions for the extension of this Agreement, the Company, by notification in written, will grant the extension of this Agreement 3 (three) months in advancefor such additional term. 11.2c) Upon maturity of such additional term, this Agreement, without the need for notification, will finally terminate and the Bottler will have no right to claim a tacit renewal of it whatsoever. 28. a) This Agreement may be terminated by the Company or by the Bottler immediately and incurring in case of: (i) Proceedings in bankruptcy or insolvency are instituted no liability whatsoever by or against means of written notification between the parties holding the right to terminate the other party: 1 If the Company, the Authorized Suppliers or the Bottler can not obtain the foreign currency so as to make payments related to imports of the Beverages Bases, Syrups or Beverages in a legal manner; or 2 If any of the parties to this Agreement stops operating pursuant to the applicable Law or regulations in the country where the Territory is located, and if, derived from the foregoing or from any other Law affecting this Agreement, any of the substantial part of the stipulations herein can not be legally complied with or if the Syrups or Beverages can not be prepared or sold pursuant the directions issued by the Company in accordance with Section 20 mentioned above, or a receiver is appointed for the other party, (ii) in the event that the other party breaches if any of its material obligations under this Agreement and fails the Beverages Bases can not be manufactured or sold pursuant to correct such breach within 30 (thirty) days after written notice of such breach has been received by the other party, without prejudice to any rights which the non-breaching party may have in the interim prior to termination. 11.3. For the purpose formulas of the Section 10.1. above a breach of contractual obligations is deemed to be any activity Company or action contrary to the material provisions of this Agreement including but not limited to the selling of the Products outside of the Territory without due consent of the Manufacturer; distributing the Products that compete with the Products of the Manufacturer, unless stipulated otherwise; materially insufficient product liability coverage or any other activity that might negatively influence the quality and/or the safety of the Products of the reputation of the trade marks of the Manufacturer.rules issued by it

Duration and Termination of the Agreement. 11.1. (a) This Agreement shall become will be effective as of OCTOBER 1, 2002 and will be due, with no previous notification, on the_day of its signing by the authorized representative of both contractual parties (hereinafter "effective date")SEPTEMBER 30, 2007 unless terminated in advance as stated herein. The obligations parties to this Agreement acknowledge and agree that the Bottler will have no right to claim the tacit renewal of this Agreement. (b) If the Bottler has complied in full with all terms, covenants, conditions and stipulations herein within its validity period and the Bottler is capable of constantly promoting, developing and exploiting the total potential of the Distributor shall commence as business in the preparation, bottling, distribution and sale of each one of the date the Distributor has finally secured all federal, state or local governmental approvals, including without limitation approval of the Product labels from the Food and Drug Administration for the United States, or any other approvals that may be required to import the Products into the Territory for the further distribution in the Territory. In case that the Distributor fails to obtain the necessary approvals within the period of one yearbeverages, the parties shall consider Bottler may request for an extension of this Agreement void, and no longer bindingfor an additional five (5) year term. The Manufacturer agrees Bottler may request such extension by means of a written notification to use its best efforts to assist the Distributor to obtain in Company with at least six (6) but not more than twelve (12) months notice before the Distributor's name or in the Manufacturer's name, as the case may be, all necessary approvals and certificates to import and distribute the Products in the Territory. This Agreement shall expire January the 1st 2006, unless sooner terminated in accordance with expiration date of this Agreement. The Agreement is automatically renewable Bottler’s extension request should be supported by the documentation the Company may request for, including the documentation related to the Bottler’s compliance of the obligations stated herein and including documents verifying the Bottler’s constant capacity to develop, stimulate and satisfy in full the demand for the next year, if the minimum sales volume within the first year and each subsequent is achieved, and unless if one of the parties informs beverages within the other partie with territory. In the recommended letter event the Bottler has satisfied pursuant to terminate the Company’s opinion the conditions for the extension of this Agreement, the Company may, by means of written notification, agree to extend this Agreement 3 (three) months in advancefor the additional term. 11.2. (c) Upon expiration of any of such additional terms, this Agreement will finally expire with no need for additional notification and the Bottler will have no right to claim for a tacit renewal of this Agreement. (a) This Agreement may be terminated by the Company or by the Bottler immediately and incurring in case ofno liability whatsoever by means of written notification between the parties holding the right to terminate the other party: (i1) Proceedings If the Company, the Authorized Suppliers or the Bottler can not obtain in bankruptcy a legal manner the foreign currency necessary so as to make payments related to imports of the Beverages Bases or insolvency are instituted by the ingredients or against materials necessary so as to manufacture the other partyBeverages Bases, the Syrups or the Beverages; or (2) If any of the parties to this Agreement stops acting pursuant to the laws or applicable regulations in the country where the Territory is located and, as a result, or a receiver is appointed for deriving from any other law that may affect this Agreement, any of the other party, (ii) main stipulations herein can not be legally complied with or in the event that the Syrups, or Beverages can not be prepared or sold pursuant to the directions issued by the Company pursuant to Section 20 mentioned above or if any of the Beverages Bases can not be manufactured or sold pursuant to the Company’s formulas or the rules stated by it. (b) This Agreement may be immediately terminated by the Company, without incurring into liability for losses and damages: (1) If the Bottler becomes insolvent or declares bankruptcy or if a request for bankruptcy is filed against or on behalf of the Bottler without having it suspended or rejected within the one hundred and twenty (120) days after its filing, or if the Bottler submits a request to liquidate or close its business, or if it requests for disolution or if a judicial order in this connection is issued against the Bottler, or if a receivership, bankruptcy trustee or judicial manager is appointed so as to manage the Bottler’s business, or if the Bottler enters a scheme for judicial or voluntary organization with its creditors, or closes any similar deal with them or makes a general transfer of assets in favor of the creditors; or (2) In the event of dissolution, nationalization or expropriation of the Bottler or in the event the Bottler’s productive or distribution assets are seized. (a) This Agreement may also be terminated by the Company or the Bottler in the event the other party breaches fails to comply with any of its material obligations under this Agreement the terms, stipulations or conditions stated herein and fails to correct defaults in fixing such breach non-compliance(s) within 30 the following sixty (thirty60) days after having such party receiving notification in written notice stating such default(s) on compliance. (b) Besides all other resources the Company may be entitled to by virtue of such breach has been received this Agreement, if the Bottler stops following the rules established by the other party, without prejudice to any rights which Company or those requested by the non-breaching party may have applicable laws in the interim prior to termination. 11.3. For Territory for the purpose preparation of the Section 10.1. above a breach Syrups or Beverages, the Company will have the right to prohibit the production of contractual obligations Syrups or Beverages until the default on compliance is deemed to be any activity solved at the entire satisfaction of the Company, and the Company may demand the withdrawal from the market, at the Bottler’s expense of the Beverages that do not comply or action contrary are not manufactured pursuant to the material provisions directions, rules or requirements issued in such connection and the Bottler will immediately stick to such prohibition or demand. During such prohibition period, the Company will be entitled to suspend the supply of Beverages Bases to the Bottler and will also keep the right to supply, cause or allow others to supply the Beverages in Authorized Packages in the Territory. No prohibition or demand may be considered as a waiver of the Company’s rights to terminate this Agreement including but not limited pursuant to the selling of the Products outside of the Territory without due consent of the Manufacturer; distributing the Products that compete with the Products of the Manufacturer, unless stipulated otherwise; materially insufficient product liability coverage or any other activity that might negatively influence the quality and/or the safety of the Products of the reputation of the trade marks of the Manufacturerthis Section whatsoever.

Duration and Termination of the Agreement. 11.1. (a) This Agreement shall become effective expire, without notice, on the_day September 1, 2020, unless it is terminated earlier pursuant to this document. The parties recognize and agree that the Bottler shall have no right to claim a tacit renewal of this Agreement. (b) If the Bottler has complied in full with all terms, covenants, conditions and stipulations in, and during the term of, this Agreement and is capable of promoting, developing and exploiting permanently the entire potential of the business of preparing, packaging, distributing and selling the Beverage, the Bottler may request an extension of this Agreement for an additional five (5) years. The Bottler shall request such extension in writing from the Company at least six (6) months, but no more than twelve (12) months, prior to the expiration date of this Agreement. That request for extension by the Bottler shall be supported by the documentation requested by the Company, including the documentation relative to compliance by the Bottler with the performance obligations contained herein that support the Bottler’s permanent capacity to develop, stimulate and satisfy in full the demand for the Beverage inside the Territory. If the Bottler has fulfilled the conditions necessary for extension of this Agreement at the Company’s sole discretion, the latter may, by written notice, agree to the extension of this Agreement for said additional period or such shorter period that is determined by the Company. (c) After any additional period has elapsed, this Agreement shall definitively expire with no need for notice and the Bottler shall have no right to claim any tacit renewal thereof. (a) Either the Company or the Bottler may terminate this Agreement immediately, without any liability for damages and losses, by written notice by the party entitled to terminate it to the other party: (1) if the Company, the Authorized Suppliers or the Bottler cannot legally obtain foreign currency to remit payment abroad for the imports of Concentrate or of the ingredients or materials necessary for the manufacture of the Concentrate, the Syrup or the Beverage; or (2) if any party hereto disobeys the laws or regulations applicable in the Territory and, accordingly, or as a result of any other laws affecting this Agreement, any of the fundamental stipulations in this Agreement cannot be legally fulfilled or the Syrup cannot be elaborated or the Beverage cannot be prepared or sold according to the Company’s instructions pursuant to Section 18 above, or the Concentrate cannot be manufactured or sold according to the Company’s formulas or the standards set by the Company. (b) The Company may terminate this Agreement immediately, without any liability for damages and losses: (1) if the Bottler becomes insolvent or if a bankruptcy petition is filed by or against the Bottler and it is not stayed or dismissed within one hundred and twenty (120) days, or if the Bottler adopts a settlement agreement, or if an order of liquidation or judicial administration is issued against the Bottler or if a trustee is appointed to manage the Bottler’s business, or if the Bottler welcomes any judicial or voluntary settlement with its creditors or reaches similar agreements with them or makes an assignment for the benefit of its signing creditors; or (2) in the event of a dissolution, nationalization or expropriation of the Bottler, or a confiscation of the production or distribution assets of the Bottler. (a) Either the Company or the Bottler may also terminate this Agreement, without any liability for damages and losses, if the other party does not comply with one or several of the terms, covenants or conditions of this Agreement and does not cure such default within 60 (sixty) days after the date when said party has received written notice of such default. (b) In addition to all other judicial remedies to which the Company may be entitled according to this Agreement, if the Bottler at any time fails to follow the instructions or does not abide by the authorized representative of both contractual parties (hereinafter "effective date"). The obligations standards prescribed by the Company or required by laws governing in the Territory in relation to the elaboration and packaging of the Distributor Syrup or the Beverage, the Company shall commence as have the right to forbid the production of the date Syrup or the Distributor has finally secured all federalBeverage until the default is cured to its satisfaction. Furthermore, state or local governmental approvals, including without limitation approval the Company may also request suspension of the Product labels from distribution and delivery of the Food Beverage and Drug Administration for order the United Statesrecall of the Beverage that is not in compliance with, or any other approvals that may be required is not manufactured according to, such instructions, standards or requirements, at the Bottler’s expense, and in return, the Bottler must timely comply with such ban or request. As long as the production ban persists, the Company shall have the right to import suspend deliveries of Concentrate to the Products into Bottler and to supply the Territory for Beverage directly or have others supply the further distribution Beverage in the Territory. In case that No ban or request shall be deemed a waiver of the Distributor fails Company’s rights to obtain the necessary approvals within the period of one year, the parties shall consider terminate this Agreement void, and no longer bindingaccording to this Section 26. 27. The Manufacturer agrees to use its best efforts to assist the Distributor to obtain in the Distributor's name After expiration or in the Manufacturer's name, as the case may be, all necessary approvals and certificates to import and distribute the Products in the Territory. This Agreement shall expire January the 1st 2006, unless sooner terminated in accordance with early termination of this Agreement. The Agreement is automatically renewable for the next year, if the minimum sales volume within the first year and each subsequent is achieved, and unless if one of the parties informs the other partie with the recommended letter to terminate the Agreement 3 (three) months in advance. 11.2. This Agreement may be terminated in case of: (ia) Proceedings the Bottler may no longer elaborate, package, distribute or sell the Beverage or use the Trademarks, Approved Containers, bottle caps, cases, labels or other packaging material or advertising, marketing or promotional material that has been used or is allocated for use by the Bottler solely in bankruptcy relation to the preparation, packaging, distribution and sale of the Beverage; (b) the Bottler shall immediately eliminate from its facilities all references to the Company, the Beverage and the Trademarks, distribution vehicles, vending machines, coolers and other equipment and from all stationery and written, graphic, electromagnetic, digital or insolvency other material used or kept by the Bottler for advertising, marketing or promotion; and as of that moment, the Bottler shall not in any way sustain any relationship with the Company, the Beverage or the Trademarks; (c) the Bottler shall immediately deliver to the Company or to a third party designated thereby all Concentrate, Beverage in Approved Containers, usable Approved Containers bearing the Trademarks or any thereof, the lids, cases, labels and other packaging materials bearing the Trademarks as well as all advertising material on the Beverages that are instituted still in its possession or under its control, and the Company shall, upon delivery thereof according to such instructions, pay the Bottler a sum equal to the reasonable market value of such inputs or materials, provided that it shall only accept and pay for such inputs or materials that are in excellent and usable condition; and further provided that all Approved Containers, lids, cases, labels and other packaging materials and advertising materials bearing the corporate name of the Bottler and any inputs and materials not in usable condition according to the Company’s standards must be destroyed by the Bottler at its own cost; and further provided that if this Agreement is terminated according to the provisions in Sections 16, 23(b), 25(a), 26 or against 28 or as a result of any of the other partycontingencies stipulated in Section 31 (including the case of termination by operation of the law), or a receiver is appointed for if the other party, (ii) in the event that the other party breaches any of its material obligations under Bottler terminates this Agreement for any reason other than those stipulated in Sections 23(b) or 26, the Company shall have the option, but not the obligation, of purchasing such inputs and fails materials from the Bottler; and all rights and obligations according to correct such breach within 30 (thirty) days after written notice of such breach has been received by the other party, without prejudice to any rights which the non-breaching party may have in the interim prior to termination. 11.3. For the purpose of the Section 10.1. above a breach of contractual obligations is deemed to be any activity or action contrary to the material provisions of this Agreement including but not limited to shall expire, cease and terminate, whether they are stipulated specifically or arise from the selling of the Products outside of the Territory without due consent of the Manufacturer; distributing the Products that compete with the Products of the Manufactureruse, unless stipulated otherwise; materially insufficient product liability coverage management or any other activity circumstance, except for the provisions relative to the Bottler’s obligations established in Sections 11(b)(2) and (b)(3) and 12, 13, 14, 15(f), 17(a), 27, 32, 33, 34(a), 34(c) and 34(d), all of which shall continue in full force and effect, provided this provision never affects any right that the Company might negatively influence the quality and/or the safety have in respect of the Products Bottler regarding any claim for non-payment of any debt or account payable by the reputation of Bottler to the trade marks of the ManufacturerCompany or to its Authorized Suppliers.

Duration and Termination of the Agreement. 11.1. 5.1 This Agreement shall become effective take effect on the_day the date of its signing signature by the authorized representative of both contractual parties Parties (hereinafter "effective dateEffective Date"). The obligations of the Distributor shall commence as of the date the Distributor has finally secured all federal, state or local governmental approvals, including without limitation approval of the Product labels from the Food and Drug Administration for the United States, or any other approvals that may be required to import the Products into the Territory for the further distribution in the Territory. In case that the Distributor fails to obtain the necessary approvals within the period of one year, the parties shall consider this Agreement void, and no longer binding. The Manufacturer agrees to use its best efforts to assist the Distributor to obtain in the Distributor's name or in the Manufacturer's name, as the case may be, all necessary approvals and certificates to import and distribute the Products in the Territory. This Agreement shall expire January the 1st 2006, unless sooner terminated in accordance with the Financial Conditions and the Term set out in the Specific Conditions. 5.2 The Services will be available on the Effective Date, upon activation of the Services by the Service Provider, the Authorized Service Provider or the Customer on the Web Site, for each vehicle concerned. 5.3 In the case of Monthly Payment (Option 1 - indefinite duration), either Party may terminate this Agreement in writing or by registered mail with acknowledgement of receipt, subject to one month's notice. 5.4 In the case of a prepaid subscription (Option 2), and unless terminated in advance in accordance with Articles 5.5 and 5.6, the present Agreement will automatically terminate, without further formality on the part of either Party, on the Expiration Date defined in the Specific Conditions. Notwithstanding the foregoing, sixty (60) days prior to the Expiration Date, the Service Provider will inform the Customer of the possibility of extending the Agreement. The With the Customer's agreement, the Agreement is automatically renewable will be extended for an indefinite period and, unless otherwise agreed between the next yearParties, the "Monthly Payment" conditions described in this Agreement will apply. 5.5 If either Party fails to comply with any of its obligations hereunder, the aggrieved Party may send the defaulting Party formal notice to comply with its contractual obligations. If the defaulting Party fails to remedy the breach within thirty (30) days of the formal notice, the aggrieved Party may terminate the Agreement with immediate effect and without the need for legal action, notwithstanding the payment of damages. 5.6 Notwithstanding the foregoing, if the minimum sales volume within Customer fails to fulfil its obligations under Articles 4, 6 and 7 of this Agreement, the first year Service Provider may terminate this Agreement with immediate effect and each subsequent is achievedwithout the need for legal action, in writing or by registered mail with acknowledgement of receipt, notwithstanding payment of damages. 5.7 In the event of termination or expiration of the Services under this Agreement, and unless if one of the parties informs the other partie with the recommended letter to terminate the Agreement 3 (three) months in advance. 11.2. This Agreement may be terminated in case of: (i) Proceedings in bankruptcy or insolvency are instituted by or against the other party, or a receiver is appointed for the other party, (ii) in the event that the other party breaches any of its material obligations under this Agreement and fails to correct such breach within 30 (thirty) days after written notice of such breach has been received by the other party, without prejudice to any rights which the non-breaching party may have in the interim prior to termination. 11.3. For the purpose of the Section 10.1. above a breach of contractual obligations is deemed to be any activity or action contrary subject to the material provisions of this Agreement including but not limited to Article 5 where applicable, the selling Service Provider or Authorized Service Provider will deactivate the vehicles. 5.8 In the event of termination of the Products outside Services subscribed to under this Agreement, for whatever reason, the Customer shall immediately pay any amount due. 5.9 The Customer undertakes to inform the Service Provider in writing if he sells or transfers ownership of the Territory without due consent of the Manufacturer; distributing the Products that compete with the Products of the Manufacturer, unless stipulated otherwise; materially insufficient product liability coverage or any other activity that might negatively influence the quality and/or the safety of the Products of the reputation of the trade marks of the Manufacturervehicle to a third party.

Duration and Termination of the Agreement. 11.1. The term of this Agreement shall be for the period of the Exploration Licence and any Development Licences, unless this Agreement is terminated earlier in accordance with its terms, and shall be deemed to have been terminated, if for any reason, the Contractor ceases to hold such Licence. Where participating interest has been assigned only all the companies comprising the Contractor may terminate the Agreement. 11.2. Subject to the other provisions of this Agreement, the Contractor shall have the right to terminate this Agreement:- a) with respect to any part of the Agreement Area other than a Development Area then producing, or that prior thereto had produced Petroleum, upon giving ninety (90) days written notice of its intention to do so; and b) with respect to any Development Area in which Petroleum is being produced, or that prior thereto had produced Petroleum, upon giving at least one hundred and eighty (180) days written notice of its intention to do so. 11.3. This Agreement shall become effective on the_day may, subject to the provisions set out below and Article 12, be terminated by the Government upon PRDC giving ninety (90) days written notice with reasons to the Contractor of its signing intention to do so in the following circumstances, namely, that the Contractor (the “Defaulting Party”):- a) has knowingly submitted any false statement to the Cabinet, Minister, PRDC or PRDS on any matter which was a material consideration in the execution of this Agreement; b) has intentionally and knowingly extracted or authorised the extraction of hydrocarbons not authorized to be extracted by this Agreement or without the authority of the PRDC except such extractions as may be unavoidable as a result of Petroleum Operations conducted hereunder in accordance with generally accepted modern global oilfield/gasfield and petroleum industry practices which, when so extracted, were immediately notified to the PRDC; c) is adjudged bankrupt by a competent court or enters into a scheme of composition with its creditors or takes advantage of any law for the benefit of debtors; d) has passed a resolution to apply to a competent court for liquidation of the Company constituting the Contractor, unless the liquidation is for the purpose of amalgamation or reconstruction and the PRDC has been given due notice thereof, and the PRDC is satisfied that the Company’s performance under this Agreement would not be adversely affected thereby and has given its approval thereto; e) has assigned any interest in the Agreement without the prior consent of the PRDC as provided in Article 35; f) has failed to make any monetary payment required by law or under this Agreement by the authorized representative due date or within such further period after the due date as may thereafter be specified by the PRDC and PRDS including an annual contribution in respect of both contractual parties Abandonment in terms of such regulations as may be made in that behalf; g) has failed to comply with or has contravened the provisions of this Agreement in a material particular; h) has failed to comply with any final determination or award made by a sole expert or arbitration; i) has failed to carry out or observe any of the terms and conditions of the Licence or the provisions of the relevant laws presently in force; or j) on notice of termination as provided in the Agreement: Provided that where the Contractor is constituted by two or more Companies, the PRDC shall not exercise its rights of termination pursuant to Article 11.3, on the occurrence, in relation to one or more, but not all, of the Companies constituting the Contractor, of an event entitling the PRDC to terminate the Agreement:- (hereinafter "effective date"). The i) if any other Company or Companies constituting the Contractor (the non-Defaulting Party(s) satisfies the PRDC that it, or they, is/are willing and would be able to carry out the obligations of the Distributor shall commence as Contractor. (ii) where the non Defaulting Party(s), notifying the PRDC, has/have acquired the Participating Interest of the date Defaulting Party(s) pursuant to the Distributor has finally secured all federal, state or local governmental approvals, including without limitation approval provisions of the Product labels from Joint Operating Agreement and has/have procured and delivered to the Food and Drug Administration for PRDC a Guarantee(s) as referred to in Article 10.1 in respect of the United States, or any other approvals that may be required to import Participating Interest of the Products into Defaulting Party acquired by the Territory for the further distribution in the Territory. In case that the Distributor fails to obtain the necessary approvals within the period of one year, the parties shall consider this Agreement void, and no longer binding. The Manufacturer agrees to use its best efforts to assist the Distributor to obtain in the Distributor's name or in the Manufacturer's name, as the case may be, all necessary approvals and certificates to import and distribute the Products in the Territorynon-Defaulting Party(s). 11.4. This Agreement shall expire January may also be terminated by the 1st 2006, unless sooner terminated in accordance with this Agreement. The Agreement is automatically renewable for PRDC on giving the next year, requisite notice specified above if the minimum sales volume events specified in paragraphs c) and d) of Article 11.3 occur with respect to a company which has given a Performance Guarantee pursuant to Article 10 subject however to Article 11.5. 11.5. If the circumstance or circumstances that give rise to the right of termination under paragraphs e), f) and g) of Article 11.3 are remedied (whether by the Defaulting Party or by another party or parties on its behalf) within the first year and each subsequent is achievedninety (90) day period, and unless if one or such extended period as may be granted by the PRDC, following the notice of the parties informs the other partie with the recommended letter PRDC’s intention to terminate the Agreement 3 (three) months in advanceas aforesaid, such termination shall not become effective. 11.6. On termination of this Agreement, for any reason whatsoever, the rights and obligations of the Contractor shall cease but such termination shall not affect any rights of any party which may have accrued or any obligations undertaken or incurred including obligations under Article 27.10, by the Contractor or any Company constituting the Contractor and not discharged prior to the date of termination. 11.7. In the event of termination pursuant to Article 11.2. This Agreement , 11.3 and 11.4:- a) the PRDC may be terminated in case of: require the Contractor, for a period not exceeding one hundred and eighty (i180) Proceedings in bankruptcy or insolvency are instituted by or against days from the other partydate of termination, or a receiver is appointed to continue, for the other partyaccount and at the cost of the PRDS, (iiproduction activities relating to Crude Oil or Natural Gas until the right to continue such production has been transferred to another entity; b) a Company, which is a constituent of the Contractor, shall have to remove and export all its property subject to Article 9 and the provisions hereof provided that in the event that ownership of any property is in doubt, or disputed, such property shall not be exported unless and until the other party breaches any doubt or dispute has been settled in favour of its material obligations under this Agreement and fails to correct such breach within 30 the Company. 11.8. Within ninety (thirty90) days after written notice of such breach has been received by the other party, without prejudice to any rights which the non-breaching party may have in the interim prior to termination. 11.3. For the purpose of the Section 10.1. above a breach of contractual obligations is deemed to be any activity or action contrary to the material provisions termination of this Agreement including but not limited or such longer period as the PRDC may agree, the Contractor shall comply with Article 5 and carry out any necessary action as directed by the PRDS to avoid Environmental Damage or hazards to human life or to the selling property of the Products outside of the Territory without due consent of the Manufacturer; distributing the Products that compete with the Products of the Manufacturer, unless stipulated otherwise; materially insufficient product liability coverage or any other activity that might negatively influence the quality and/or the safety of the Products of the reputation of the trade marks of the Manufacturerothers.

Duration and Termination of the Agreement. 11.1. (a) This Agreement shall become effective expire, without notice, on the_day unless it is terminated early pursuant to this document. The parties recognize and agree that the Bottler shall have no right to claim a tacit renewal of its signing this Agreement. (b) If the Bottler has complied in full with all terms, covenants, conditions and stipulations in, and during the term of, this Agreement and is capable of promoting, developing and exploiting permanently the entire potential of the business of preparing, packaging, distributing and selling the Beverage, the Bottler may request an extension of this Agreement for an additional period of ( ) years. The Bottler shall request such extension in writing from the Company at least six (6) months, but no more than twelve (12) months, prior to the expiration date of this Agreement. That request for extension by the authorized representative of both contractual parties (hereinafter "effective date"). The obligations of Bottler shall be supported by the Distributor shall commence as of documentation requested by the date the Distributor has finally secured all federal, state or local governmental approvalsCompany, including without limitation approval of the Product labels from documentation relative to compliance by the Food Bottler with the performance obligations contained herein that support the Bottler’s permanent capacity to develop, stimulate and Drug Administration satisfy in full the demand for the United States, or any other approvals that may be required to import the Products into the Territory for the further distribution in Beverage inside the Territory. In case that If the Distributor fails Bottler has, at the Company’s sole discretion, fulfilled the conditions necessary for extension of this Agreement, then this latter may, by written notice, agree to obtain the necessary approvals within the period extension of one year, the parties shall consider this Agreement voidfor said additional period or such shorter period that is determined by the Company. (c) After any additional period has elapsed, and no longer binding. The Manufacturer agrees to use its best efforts to assist the Distributor to obtain in the Distributor's name or in the Manufacturer's name, as the case may be, all necessary approvals and certificates to import and distribute the Products in the Territory. This this Agreement shall definitively expire January with no need for notice and the 1st 2006Bottler shall have no right to claim any tacit renewal thereof. (a) Either the Company or the Bottler may terminate this Agreement immediately, unless sooner terminated in accordance with this Agreement. The Agreement is automatically renewable without any liability for damages and injuries, by written notice by the next year, if the minimum sales volume within the first year and each subsequent is achieved, and unless if one of the parties informs party entitled to terminate it to the other partie with the recommended letter to terminate the Agreement 3 (three) months in advance. 11.2. This Agreement may be terminated in case ofparty: (i1) Proceedings if the Company, the Authorized Suppliers or the Bottler cannot legally obtain foreign currency to remit payment to abroad for the imports of Concentrate or of the ingredients or materials necessary for the manufacture of the Concentrate, the Syrup or the Beverage; or (2) if any party hereto disobeys the laws or regulations applicable in the Territory and, accordingly, or as a result of any other laws affecting this Agreement, any of the fundamental stipulations in this Agreement cannot be legally fulfilled or the Syrup cannot be elaborated or the Beverage cannot be prepared or sold according to the Company’s instructions pursuant to Section 18 or the Concentrate cannot be manufactured or sold according to the Company’s formulas or the standards set by the Company. (b) The Company may terminate this Agreement immediately, without any liability for damages and injuries: (1) if the Bottler becomes insolvent or a bankruptcy or insolvency are instituted petition is filed by or against the other partyBottler and is not stayed or dismissed within one hundred and twenty (120) days thereafter, or if the Bottler adopts a liquidation agreement or an order of liquidation or of judicial receivership is issued against the Bottler or a receiver is appointed for to administrate the other party, Bottler’s businesses or the Bottler makes any judicial or voluntary arrangeent with its creditors or reaches similar agreements therewith or makes an assignment to the benefit of its creditors; or (ii2) in the event that of a dissolution, nationalization or expropriation of the Bottler or a confiscation of the production or distribution assets of the Bottler. (a) Either the Company or the Bottler may also terminate this Agreement, without any liability for damages and injuries, if the other party breaches any does not comply with one or several of its material obligations under the terms, covenants or conditions of this Agreement and fails to correct does not cure such breach default within 30 sixty (thirty60) days after the date when said party has received written notice of such breach default. (b) In addition to all other remedies to which the Company may be entitled according to this Agreement, if the Bottler at any time fails to follow the instructions or does not abide by the standards prescribed by the Company or required by laws governing in the Territory in relation to the elaboration and packaging of the Syrup or the Beverage, the Company shall have the right to forbid the production of the Syrup or the Beverage until the default is cured to its satisfaction and it may also request suspension of the distribution and delivery of the Beverage and order the recall of the Beverage that is not in compliance with, or is not manufactured according to, such instructions, standards or requirements, at the Bottler’s expense, and Bottler undertakes to comply opportunely with such ban or request. As long as the production ban persists, the Company shall have the right to suspend deliveries of Concentrate to the Bottler and to supply the Beverage directly or to reach agreements for third parties to supply it in the Territory. No ban or request shall be deemed a waiver of the Company’s rights to terminate this Agreement according to this Section 26. 27. After expiration or early termination of this Agreement: (a) the Bottler may no longer elaborate, package, distribute or sell the Beverage or use the Trademarks, Approved Containers, lids, cases, labels or other packaging material or advertising, marketing or promotional material that has been received used or is allocated for use by the other partyBottler solely in relation to the preparation, without prejudice to any rights which the non-breaching party may have in the interim prior to termination. 11.3. For the purpose packaging, distribution and sale of the Section 10.1. above a breach of contractual obligations is deemed to be any activity or action contrary Beverage; (b) the Bottler shall immediately eliminate all references to the Company, the Beverage and the Trademarks from its facilities, distribution vehicles, vending machines, coolers and other equipment and from all stationery and written, graphic, electromagnetic, digital or other material provisions that is uses or keeps for advertising, marketing or promotion; and as of that moment, it shall not claim any relationship with the Company, the Beverage or the Trademarks; (c) the Bottler shall promptly deliver to the Company or to a third party designated thereby all Concentrate, Beverage in Approved Containers, usable Approved Containers bearing the Trademarks or any thereof, the lids, cases, labels and other packaging materials bearing the Trademarks as well as all advertising material on the Beverages that are still in its possession or under its control, and the Company shall, upon delivery thereof according to such instructions, pay the Bottler a sum equal to the reasonable market value of such inputs or materials, provided that it shall only accept and pay for such inputs or materials that are in excellent and usable condition; and further provided that all Approved Containers, lids, cases, labels and other packaging materials and advertising materials bearing the corporate name of the Bottler and any inputs and materials not in usable condition according to the Company’s standards must be destroyed by the Bottler at its own cost; and further provided that if this Agreement is terminated according to the provisions in Sections 16, 23(b), 25(a), 26 or 28 or as a result of any of the contingencies stipulated in Section 31 (including the case of termination by operation of the law), or if the Bottler terminates this Agreement for any reason other than those stipulated in Sections 23(b) or 26, the Company shall have the option, but not limited the obligation, of purchasing such inputs and materials from the Bottler; and (d) all rights and obligations according to this Agreement shall expire, cease and terminate, whether they are stipulated specifically or arise from the selling of the Products outside of the Territory without due consent of the Manufacturer; distributing the Products that compete with the Products of the Manufactureruse, unless stipulated otherwise; materially insufficient product liability coverage custom, practices or any other activity circumstance, except for the provisions relative to the Bottler’s obligations established in Sections 11(b)(2) and (b)(3) and 12, 13, 14, 15(f), 17(a), 27, 32, 33, 34(a), 34(c) and 34(d), all of which shall continue in full force and effect, provided this provision never affects any right that the Company might negatively influence the quality and/or the safety have in respect of the Products Bottler regarding any claim for non-payment of any debt or account payable by the reputation of Bottler to the trade marks of the ManufacturerCompany or to its Authorized Suppliers.

Duration and Termination of the Agreement. 11.124. This Agreement shall become effective expire, without notice, on the_day October 31, 2019 unless it is terminated earlier pursuant to this document. The parties recognize and agree that the Bottler shall have no right to claim a tacit renewal of this Agreement. (a) Either the Company or the Bottler may terminate this Agreement immediately, without any liability for damages and losses, by written notice by the party entitled to terminate it to the other party: (1) if the Company, the Authorized Suppliers or the Bottler cannot legally obtain foreign currency to remit payment abroad for the imports of Concentrate or of the ingredients or materials necessary for the manufacture of the Concentrate, the Syrup or the Beverage; or (2) if any party of this Agreement disobeys the laws or regulations applicable in the Territory and, accordingly, or as a result of any other laws affecting this Agreement, any of the fundamental stipulations in this Agreement cannot be legally fulfilled or the Syrup cannot be elaborated or the Beverage cannot be prepared or sold according to the Company’s instructions pursuant to Section 18 above, or the Concentrate cannot be manufactured or sold according to the Company’s formulas or the standards set by the Company. (b) The Company may terminate this Agreement immediately, without any liability for damages and losses: (1) If the Bottler becomes insolvent or a bankruptcy petition is filed against or on behalf of the Bottler and is not stayed or dismissed within one hundred and twenty (120) days thereafter, if the Bottler adopts a settlement agreement, if an order of liquidation or judicial administration is issued against the Bottler or if a trustee is appointed to manage the business of Bottler, or if the Bottler enters into any judicial or voluntary settlement with its creditors or reaches similar agreements with them or makes an assignment for the benefit of its signing creditors; or (2) in the event of a dissolution, nationalization or expropriation of the Bottler or a confiscation of the production or distribution assets of the Bottler. (a) Either the Company or the Bottler may also terminate this Agreement, without any liability for damages and losses, if the other party does not comply with one or several of the terms, covenants or conditions of this Agreement and does not cure such default within sixty (60) days after the date when said party has received written notice of such default. (b) In addition to all other judicial remedies to which the Company may be entitled according to this Agreement, if the Bottler at any time fails to follow the instructions or does not abide by the authorized representative of both contractual parties (hereinafter "effective date"). The obligations standards prescribed by the Company or required by laws governing in the Territory in relation to the elaboration and packaging of the Distributor Syrup or the Beverage, the Company shall commence as have the right to forbid the production of the date Syrup or the Distributor has finally secured all federalBeverage until the default is cured to its satisfaction. Furthermore, state or local governmental approvals, including without limitation approval the Company may also request suspension of the Product labels from distribution and delivery of the Food Beverage and Drug Administration for order the United Statesrecall of the Beverage that is not in compliance with, or any other approvals that may be required is not manufactured according to, such instructions, standards or requirements, at the Bottler’s expense, and in return the Bottler must timely comply with such ban or request. As long as the production ban persists, the Company shall have the right to import suspend deliveries of Concentrate to the Products into Bottler and to supply the Territory for Beverage directly or have others supply the further distribution Beverage in the Territory. In case that No ban or request shall be deemed a waiver of the Distributor fails Company’s rights to obtain the necessary approvals within the period of one year, the parties shall consider terminate this Agreement void, and no longer bindingaccording to this Section 26. 27. The Manufacturer agrees to use its best efforts to assist the Distributor to obtain in the Distributor's name After expiration or in the Manufacturer's name, as the case may be, all necessary approvals and certificates to import and distribute the Products in the Territory. This Agreement shall expire January the 1st 2006, unless sooner terminated in accordance with early termination of this Agreement. The Agreement is automatically renewable for the next year, if the minimum sales volume within the first year and each subsequent is achieved, and unless if one of the parties informs the other partie with the recommended letter to terminate the Agreement 3 (three) months in advance. 11.2. This Agreement may be terminated in case of: (ia) Proceedings the Bottler may no longer elaborate, package, distribute or sell the Beverage or use the Trademarks, Approved Containers, bottle caps, cases, labels or other packaging material or advertising, marketing or promotional material that has been used or is allocated for use by the Bottler solely in bankruptcy relation to the preparation, packaging, distribution and sale of the Beverage; (b) the Bottler shall immediately eliminate from its facilities all references to the Company, the Beverage and the Trademarks, distribution vehicles, vending machines, coolers and other equipment and from all stationery and written, graphic, electromagnetic, digital or insolvency other material used or kept by the Bottler for advertising, marketing or promotion; and as of that moment, the Bottler shall not claim to have any relationship with the Company, the Beverage or the Trademarks; (c) the Bottler shall immediately deliver to the Company or to a third party designated thereby all Concentrate, Beverage in Approved Containers, usable Approved Containers bearing the Trademarks or any thereof, the caps, cases, labels and other packaging materials bearing the Trademarks as well as all advertising material on the Beverages that are instituted still in its possession or under its control, and the Company shall, upon delivery thereof according to such instructions, pay the Bottler a sum equal to the reasonable market value of such inputs or materials, provided that it shall only accept and pay for such inputs or materials that are in excellent and usable condition; and further provided that all Approved Containers, caps, cases, labels and other packaging materials and advertising materials bearing the corporate name of the Bottler and any inputs and materials not in usable condition according to the Company’s standards must be destroyed by the Bottler at its own cost; and further provided that if this Agreement is terminated according to the provisions in Sections 16, 23(b), 25(a), 26 or against 28 or as a result of any of the other partycontingencies stipulated in Section 31 (including the case of termination by operation of the law), or a receiver is appointed for if the other party, (ii) in the event that the other party breaches any of its material obligations under Bottler terminates this Agreement for any reason other than those stipulated in Sections 23(b) or 26, the Company shall have the option, but not the obligation, of purchasing such inputs and fails materials from the Bottler; and (d) all rights and obligations according to correct such breach within 30 (thirty) days after written notice of such breach has been received by the other party, without prejudice to any rights which the non-breaching party may have in the interim prior to termination. 11.3. For the purpose of the Section 10.1. above a breach of contractual obligations is deemed to be any activity or action contrary to the material provisions of this Agreement including but not limited to shall expire, cease and terminate, whether they are stipulated specifically or arise from the selling of the Products outside of the Territory without due consent of the Manufacturer; distributing the Products that compete with the Products of the Manufactureruse, unless stipulated otherwise; materially insufficient product liability coverage management or any other activity circumstance, except for the provisions relative to the Bottler’s obligations established in Sections 11(b)(2) and (b)(3) and 12, 13, 14, 15(f), 17(a), 27, 32, 33, 34(a), 34(c) and 34(d), all of which shall continue in full force and effect, provided this provision never affects any right that the Company might negatively influence the quality and/or the safety have in respect of the Products Bottler regarding any claim for non-payment of any debt or account payable by the reputation of Bottler to the trade marks of the ManufacturerCompany or to its Authorized Suppliers.