Common use of Obligations on Termination Clause in Contracts

Obligations on Termination. In the event that this Agreement expires or is terminated in accordance with the terms hereof, MEC shall (or shall cause its applicable Affiliate to) immediately provide written notice of termination of all of its and its Affiliates’ KO Distribution Agreements with KO Distributors pursuant to and in accordance with the terms thereof, with such termination to be effective no later than twelve (12) months after such expiration or termination of this Agreement (except in the event of termination (i) for an MEC Change of Control that involves Person/s that is/are a KO Competitor, in which event such termination shall be effective no later than three (3) months after such termination of this Agreement, or (ii) for KO’s material breach pursuant to Section 12.1 or 12.4.1, in which event such termination shall be effective no later than two (2) years after such termination of this Agreement; provided that MEC shall use good faith efforts to terminate such agreements as soon as reasonably practicable, provided further that MEC may, in its sole and absolute discretion, from time to time during such two (2) year period, specify a shorter period with respect to individual territories, regions or states, as MEC determines from time to time in its sole and absolute discretion in compliance with any KO Distribution Agreement in effect at that time), unless (i) the Parties agree otherwise in writing, (ii) the applicable KO Distribution Agreement is not terminable upon such occurrence or otherwise for convenience pursuant to its terms (provided that in such event MEC shall not, and shall cause its Affiliates to not, renew or otherwise extend any such KO Distribution Agreement), or (iii) this Agreement is terminated by KO pursuant to Section 12.1 or 12.4.2 and KO provides written notice to MEC within thirty (30) days of the effective termination of this Agreement identifying any KO Distribution Agreements with KO Distributors that should not be so terminated (and, in such event, such identified KO Distribution Agreements shall not be terminated by MEC or its Affiliates due to the termination of this Agreement)). Notwithstanding anything to the contrary contained in this Section 17, neither MEC nor its applicable Affiliates shall be obligated to provide notice of termination if such termination (x) is not expressly authorized under the applicable KO Distribution Agreement and/or, (y) solely in the event that this Agreement is terminated by MEC pursuant to Section 12.1 or 12.4.1, would result in MEC becoming obligated to pay to the applicable KO Distributor a Severance Payment (unless KO agrees to reimburse MEC therefor). During the period between a notice of termination and the effective date of termination, each Party shall continue to fully perform its obligations under this Agreement. To the extent any KO Distribution Agreement remains in effect following the expiration or termination of this Agreement in accordance with the terms hereof, MEC shall continue to pay KO any and all payments and fees that would have been due to KO under this Agreement and/or the applicable KO Distribution Agreement had this Agreement not expired or been terminated (for so long as such KO Distribution Agreement remains in effect). Sections 7, 8.2, 13.4, 18.1, 19, 20, 21, 22 and 23 of this Agreement shall survive the expiration or termination of this Agreement.

Obligations on Termination. In the event that this Agreement expires or is terminated in accordance with the terms hereof, MEC shall (or shall cause its applicable Affiliate to) immediately provide written notice of termination of all of its and its Affiliates’ KO Distribution Agreements with KO Distributors pursuant to and in accordance with the terms thereof, with such termination to be effective no later than twelve (12) months after such expiration or termination of this Agreement (except in the event of termination (ia) for an MEC Change of Control that involves Person/s that is/are a KO Competitor, in which event such termination shall be effective no later than three (3) months after such termination of this Agreement, or (iib) for KO’s material breach pursuant to Section 12.1 or 12.4.1, in which event such termination shall be effective no later than two (2) years after such termination of this Agreement; provided that MEC shall use good faith efforts to terminate such agreements as soon as reasonably practicable, provided further that MEC may, in its sole and absolute discretion, from time to time during such two (2) year period, specify a shorter period with respect to individual territories, regions or states, as MEC determines from time to time in its sole and absolute discretion in compliance with any KO Distribution Agreement in effect at that time), unless (i) the Parties agree otherwise in writing, (ii) the applicable KO Distribution Agreement is not terminable upon such occurrence or otherwise for convenience pursuant to its terms (provided that in such event MEC shall not, and shall cause its Affiliates to not, renew or otherwise extend any such KO Distribution Agreement), or (iii) this Agreement is terminated by KO pursuant to Section 12.1 or 12.4.2 and KO provides written notice to MEC within thirty (30) days of the effective termination of this Agreement identifying any KO Distribution Agreements with KO Distributors that should not be so terminated (and, in such event, such identified KO Distribution Agreements shall not be terminated by MEC or its Affiliates due to the termination of this Agreement)). Notwithstanding anything to the contrary contained in this Section 17, neither MEC nor its applicable Affiliates shall be obligated to provide notice of termination if such termination (x) is not expressly authorized under the applicable KO Distribution Agreement and/or, (y) solely in the event that this Agreement is terminated by MEC pursuant to Section 12.1 or 12.4.1, would result in MEC becoming obligated to pay to the applicable KO Distributor a Severance Payment (unless KO agrees to reimburse MEC therefor). During the period between a notice of termination and the effective date of termination, each Party shall continue to fully perform its obligations under this Agreement. To the extent any KO Distribution Agreement remains in effect following the expiration or termination of this Agreement in accordance with the terms hereof, MEC shall continue to pay KO any and all payments and fees that would have been due to KO under this Agreement and/or the applicable KO Distribution Agreement had this Agreement not expired or been terminated (for so long as such KO Distribution Agreement remains in effect). Sections 7, 8.2, 13.4, 18.1, 19, 20, 21, 22 and 23 of this Agreement shall survive the expiration or termination of this Agreement.

Obligations on Termination. 15.1. In the event that this Agreement expires or is terminated in accordance with the terms hereof, MEC XXX shall (or shall cause its applicable Affiliate to) immediately provide written notice of termination of all of its and its Affiliates’ KO Distribution Agreements with KO Distributors pursuant to and in accordance with the terms thereof, with such termination to be effective no later than twelve (12) months after such expiration or termination of this Agreement (except in the event of termination (i) for an MEC Change of Control that involves Person/s that is/are a KO Competitor, in which event such termination shall be effective no later than three (3) months after such termination of this Agreement, or (ii) for KO’s material breach pursuant to Section 12.1 11.1 or 12.4.111.4.1, in which event such termination shall be effective no later than two (2) years after such termination of this Agreement; provided that MEC XXX shall use good faith efforts to terminate such agreements as soon as reasonably practicable, provided further that MEC XXX may, in its sole and absolute discretion, from time to time during such two (2) year period, specify a shorter period with respect to individual territories, regions or states, as MEC XXX determines from time to time in its sole and absolute discretion in compliance with any KO Distribution Agreement in effect at that time), unless (i) the Parties agree otherwise in writing, (ii) the applicable KO Distribution Agreement is not terminable upon such occurrence or otherwise for convenience pursuant to its terms (provided that in such event MEC XXX shall not, and shall cause its Affiliates to not, renew or otherwise extend any such KO Distribution Agreement), or (iii) this Agreement is terminated by KO pursuant to Section 12.1 11.1 or 12.4.2 11.4.2 and KO provides written notice to MEC XXX within thirty (30) days of the effective termination of this Agreement identifying any KO Distribution Agreements with KO Distributors that should not be so terminated (and, in such event, such identified KO Distribution Agreements shall not be terminated by MEC XXX or its Affiliates due to the termination of this Agreement)). Notwithstanding anything to the contrary contained in this Section 1715, neither MEC XXX nor its applicable Affiliates shall be obligated to provide notice of termination if such termination (x) is not expressly authorized under the applicable KO Distribution Agreement and/or, and/or (y) solely in the event that this Agreement is terminated by MEC XXX pursuant to Section 12.1 11.1 or 12.4.111.4.1, would result in MEC XXX becoming obligated to pay to the applicable KO Distributor a Severance Payment (unless KO agrees to reimburse MEC XXX therefor). During the period between a notice of termination and the effective date of termination, each Party shall continue to fully perform its obligations under this Agreement. To the extent any KO Distribution Agreement remains in effect following the expiration or termination of this Agreement in accordance with the terms hereof, MEC XXX shall continue to pay KO any and all payments and fees that would have been due to KO under this Agreement and/or the applicable KO Distribution Agreement had this Agreement not expired or been terminated (for so long as such KO Distribution Agreement remains in effect). Sections 6, 7, 8.216.1, 13.417, 18.118, 19, 20, 21, 22 20 and 23 21 of this Agreement shall survive the expiration or termination of this Agreement.

Obligations on Termination. 15.1. In the event that this Agreement expires or is terminated in accordance with the terms hereof, MEC XXX shall (or shall cause its applicable Affiliate to) immediately provide written notice of termination of all of its and its Affiliates’ KO Distribution Agreements with KO Distributors pursuant to and in accordance with the terms thereof, with such termination to be effective no later than twelve (12) months after such expiration or termination of this Agreement (except in the event of termination (ia) for an MEC Change of Control that involves Person/s that is/are a KO Competitor, in which event such termination shall be effective no later than three (3) months after such termination of this Agreement, or (iib) for KO’s material breach pursuant to Section 12.1 11.1 or 12.4.111.4.1, in which event such termination shall be effective no later than two (2) years after such termination of this Agreement; provided that MEC XXX shall use good faith efforts to terminate such agreements as soon as reasonably practicable, provided further that MEC XXX may, in its sole and absolute discretion, from time to time during such two (2) year period, specify a shorter period with respect to individual territories, regions or states, as MEC XXX determines from time to time in its sole and absolute discretion in compliance with any KO Distribution Agreement in effect at that time), unless (i) the Parties agree otherwise in writing, (ii) the applicable KO Distribution Agreement is not terminable upon such occurrence or otherwise for convenience pursuant to its terms (provided that in such event MEC XXX shall not, and shall cause its Affiliates to not, renew or otherwise extend any such KO Distribution Agreement), or (iii) this Agreement is terminated by KO pursuant to Section 12.1 11.1 or 12.4.2 11.4.2 and KO provides written notice to MEC XXX within thirty (30) days of the effective termination of this Agreement identifying any KO Distribution Agreements with KO Distributors that should not be so terminated (and, in such event, such identified KO Distribution Agreements shall not be terminated by MEC XXX or its Affiliates due to the termination of this Agreement)). Notwithstanding anything to the contrary contained in this Section 1715, neither MEC XXX nor its applicable Affiliates shall be obligated to provide notice of termination if such termination (x) is not expressly authorized under the applicable KO Distribution Agreement and/or, and/or (y) solely in the event that this Agreement is terminated by MEC XXX pursuant to Section 12.1 11.1 or 12.4.111.4.1, would result in MEC XXX becoming obligated to pay to the applicable KO Distributor a Severance Payment (unless KO agrees to reimburse MEC XXX therefor). During the period between a notice of termination and the effective date of termination, each Party shall continue to fully perform its obligations under this Agreement. To the extent any KO Distribution Agreement remains in effect following the expiration or termination of this Agreement in accordance with the terms hereof, MEC XXX shall continue to pay KO any and all payments and fees that would have been due to KO under this Agreement and/or the applicable KO Distribution Agreement had this Agreement not expired or been terminated (for so long as such KO Distribution Agreement remains in effect). Sections 6, 7, 8.216.1, 13.417, 18.118, 19, 20, 21, 22 20 and 23 21 of this Agreement shall survive the expiration or termination of this Agreement.

Obligations on Termination. 15.1. In the event that this Agreement expires or is terminated in accordance with the terms hereof, MEC XXX shall (or shall cause its applicable Affiliate to) immediately provide written notice of termination of all of its and its Affiliates’ KO Distribution Agreements with KO Distributors pursuant to and in accordance with the terms thereof, with such termination to be effective no later than twelve (12) months after such expiration or termination of this Agreement (except in the event of termination (i) for an MEC Change of Control that involves Person/s that is/are a KO Competitor, in which event such termination shall be effective no later than three (3) months after such termination of this Agreement, or (ii) for KO’s material breach pursuant to Section 12.1 11.1 or 12.4.111.4.1, in which event such termination shall be effective no later than two (2) years after such termination of this Agreement; provided that MEC XXX shall use good faith efforts to terminate such agreements as soon as reasonably practicable, provided further that MEC XXX may, in its sole and absolute discretion, from time to time during such two (2) year period, specify a shorter period with respect to individual territories, regions or states, as MEC XXX determines from time to time in its sole and absolute discretion in compliance with any KO Distribution Agreement in effect at that time), unless (i) the Parties agree otherwise in writing, (ii) the applicable KO Distribution Agreement is not terminable upon such occurrence or otherwise for convenience pursuant to its terms (provided that in such event MEC XXX shall not, and shall cause its Affiliates to not, renew or otherwise extend any such KO Distribution Agreement), or (iii) this Agreement is terminated by KO pursuant to Section 12.1 11.1 or 12.4.2 11.4.2 and KO provides written notice to MEC XXX within thirty (30) days of the effective termination of this Agreement identifying any KO Distribution Agreements with KO Distributors that should not be so terminated (and, in such event, such identified KO Distribution Agreements shall not be terminated by MEC XXX or its Affiliates due to the termination of this Agreement)). Notwithstanding anything to the contrary contained in this Section 1715, neither MEC XXX nor its applicable Affiliates shall be obligated to provide notice of termination if such termination (x) is not expressly authorized under the *** Indicates portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. applicable KO Distribution Agreement and/or, and/or (y) solely in the event that this Agreement is terminated by MEC XXX pursuant to Section 12.1 11.1 or 12.4.111.4.1, would result in MEC XXX becoming obligated to pay to the applicable KO Distributor a Severance Payment (unless KO agrees to reimburse MEC XXX therefor). During the period between a notice of termination and the effective date of termination, each Party shall continue to fully perform its obligations under this Agreement. To the extent any KO Distribution Agreement remains in effect following the expiration or termination of this Agreement in accordance with the terms hereof, MEC XXX shall continue to pay KO any and all payments and fees that would have been due to KO under this Agreement and/or the applicable KO Distribution Agreement had this Agreement not expired or been terminated (for so long as such KO Distribution Agreement remains in effect). Sections 6, 7, 8.216.1, 13.417, 18.118, 19, 20, 21, 22 20 and 23 21 of this Agreement shall survive the expiration or termination of this Agreement.

Obligations on Termination. In the event that When this Agreement expires or is terminated terminates: (i) each Party shall promptly return all Confidential Information of another Party in the possession of such Party, and destroy any internal documents that contain any Confidential Information of another Party (except such internal documents as are reasonably required for the maintenance of proper corporate records and to comply with Applicable Law which shall continue to be held in accordance with the terms hereof, MEC shall (or shall cause its applicable Affiliate to) immediately provide written notice provisions of termination of all of its and its Affiliates’ KO Distribution Agreements with KO Distributors pursuant to and in accordance with the terms thereof, with such termination to be effective no later than twelve (12) months after such expiration or termination of this Agreement (except in the event of termination (i) for an MEC Change of Control that involves Person/s that is/are a KO Competitor, in which event such termination shall be effective no later than three (3) months after such termination of this Agreement, or (ii) for KO’s material breach pursuant to Section 12.1 or 12.4.1, in which event such termination shall be effective no later than two (2) years after such termination of this Agreement; provided that MEC shall use good faith efforts to terminate such agreements as soon as reasonably practicable, provided further that MEC may, in its sole and absolute discretion, from time to time during such two (2) year period, specify a shorter period with respect to individual territories, regions or states, as MEC determines from time to time in its sole and absolute discretion in compliance with any KO Distribution Agreement in effect at that time15.1), unless (i) the Parties agree otherwise in writing, ; (ii) the applicable KO Distribution Agreement is not terminable upon such occurrence or otherwise for convenience pursuant to its terms (provided that in such event MEC leases and subleases of LIL Land Area, Statutory Easements and LIL Tangible Personal Property made by Section 2.1 shall not, and shall cause its Affiliates to not, renew or otherwise extend any such KO Distribution Agreement), or terminate; (iii) all licences of and rights to use Intellectual Property Rights held by the Partnership made in favour of Opco pursuant to this Agreement is shall terminate and Opco shall assign to the Partnership all such Intellectual Property Rights; (iv) Opco shall transfer and deliver to the Partnership free of all Encumbrances, (other than Permitted Encumbrances) all LIL Project Data, all information used in the preparation of reports and other data necessary for the Partnership to operate the LIL, and all existing materials and supplies utilized by Opco in the operation or maintenance of the LIL; (v) Opco shall assign and transfer to the Partnership, free of all Encumbrances (other than Permitted Encumbrances), all of Opco’s right, title and interest in the LIL Assets and Rights not otherwise terminated by KO or delivered pursuant to Section 12.1 or 12.4.2 and KO provides written notice to MEC within thirty (30) days of the effective termination of this Agreement identifying any KO Distribution Agreements with KO Distributors that should not be so terminated (and, in such event, such identified KO Distribution Agreements shall not be terminated by MEC or its Affiliates due to the termination of this Agreement11.3(a)(ii)). Notwithstanding anything to the contrary contained in this Section 17, neither MEC nor its applicable Affiliates shall be obligated to provide notice of termination if such termination (x) is not expressly authorized under the applicable KO Distribution Agreement and/or, (yiii) solely in and (iv), including (A) the event that this Agreement is terminated by MEC pursuant to Section 12.1 or 12.4.1LIL Real Property Rights, would result in MEC becoming obligated to pay to (B) the applicable KO Distributor a Severance Payment LIL Tangible Personal Property, (unless KO agrees to reimburse MEC thereforC) the Contracts (including, for the avoidance of doubt, all interconnection agreements and transmission service agreements). During , and (D) the period between a notice of termination and the effective date of termination, each Party shall continue to fully perform its obligations under this AgreementPermits. To the extent any KO Distribution Agreement remains in effect following LIL Real Property Right, Contract or Permit is not by its terms assignable, requires a replacement Permit or Real Property Right or otherwise requires the expiration consent or termination approval of this Agreement in accordance with a third party for the terms hereofassignment thereof, MEC Opco and the Partnership shall exercise commercially reasonable efforts to obtain or cause to be obtained the consent or approval of such third party. Until the consent or approval of such third party is obtained Opco shall continue to pay KO hold such LIL Real Property Right, Contract or Permit as bare trustee for the benefit of the Partnership; (vi) Opco shall take such commercially reasonable actions, and execute such documents, as may be necessary to effectuate and confirm the transactions contemplated in Sections 11.3(a)(ii), (iii), (iv) and (v); and (vii) neither Party shall have any and all payments and fees that would have been due obligation to KO under the other Party in relation to this Agreement and/or or the applicable KO Distribution Agreement had termination hereof, except as set out in this Agreement not expired or been terminated (for so long as such KO Distribution Agreement remains in effect). Sections 7, 8.2, 13.4, 18.1, 19, 20, 21, 22 and 23 of this Agreement shall survive the expiration or termination of this AgreementSection 11.3.