Common use of Amber Clause in Contracts

Amber. Amber's use of the Leased Property shall be limited to the milling of durum flour or other flour products produced and sold solely for use in the manufacture of pasta, noodles and macaroni products, and residual by-products, including uses incidental or related thereto (the "Permitted Uses"). Amber expressly acknowledges that milling of other flour products is prohibited hereby unless the express consent of Peavey is first obtained in writing, except that Amber shall have the option to produce a maximum of 5,000 cwt/day of hard flour for non-permitted uses on a per day basis (i.e., not computed on the basis of multiple day averages). ▇▇▇▇▇ ▇▇▇ exercise this option at any time during the term of this agreement upon giving Peavey not less than thirty (30) days prior written notice thereof, which notice shall be accompanied by a fee of $125,000 payable to Peavey, which fee shall be payable annually thereafter on each anniversary of the date of exercise of this option until the obligation to continue paying said fee ceases as provided in this paragraph. Peavey shall have the right to have as independent inspector, Buhler, Inc., confirm that Amber is not producing more than 5,000 cwt/day of hard flour for non-permitted uses from the Leased Property, and Amber shall give the independent inspector access on a confidential basis to the Leased Property and Amber's books and records in order to verify compliance with this paragraph. Amber's obligation to pay the annual $125,000 fee to produce hard flour for non-permitted uses shall cease upon the sooner to occur of the following: (i) Upon expiration of the initial lease term on September 30, 2007 (or the renewal terms, if any, which the parties may subsequently agree upon). (ii) Termination of the lease agreement as a result of Amber exercising its option to purchase the facility and closing on the purchase. (iii) Amber ceases production of hard flour for non-permitted uses. No prorations or rebates will be made of the annual $125,000 hard flour production fee paid to Peavey by Amber if any of the three events referenced immediately above occurs in mid-year, after the annual fee is due and payable.