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7. Liquidated Damages. The parties understand
that Super Rite’s commitment to supply the specified
requirements of the Retailer will require an allocation
of resources by Super Rite that would not be practical
if the Retailer were to purchase less than such speci-
fied percentage requirements from Super Rite. The
parties agree that the Retailer’s failure to perform
its obligations hereunder will cause damage to Super
Rite that will be difficult or impossible to prove
accurately and, therefore, with the intention of pro-
viding a fair and reasonable formula to calculate the
amount of such damage, the parties agree that upon
Super Rite’s cancellation of this Agreement pursuant to
Sections 2 or 5 of this Agreement, the Retailer will
pay Super Rite as liquidated damages an amount equal to
1.0% of the product of (i) the Retailer’s aggregate
purchases from Super Rite during the preceding calendar
year multiplied by (ii) the number of years remaining
in the term of this Agreement. The amount of the
Retailer’s aggregate purchases and Super Rite’s damages
for periods of less than one year shall be calculated
on a pro rata basis.
8. Pledge on Assets. As collateral security for the
prompt and complete payment and performance when due of
all of Retailer’s liabilities and obligations to Super
Rite hereunder, Retailer hereby mortgages, pledges,
hypothecates and grants to Super Rite a lien and secu-
rity interest in all right, title and interest which
Retailer may now or hereafter have in, to and under the
following, wherever located (collectively, the “Collat-
eral”): (i) all “Inventory”, as such term is defined
in Section 9-106(4) of the Uniform Commercial Code
* * * (the “Code”) * * *; (ii) all “Accounts” as such
term is defined in Section 9-106 of the Code * * *;
(iii) all “Equipment” as such term is defined in Sec-
tion 9-109(2) of the Code * * *; and (iv) all “Pro-
ceeds” of the foregoing, as such term is defined in
Section 9-306(1) the Code [sic] * * *. Retailer cove-
nants that during the term of this Agreement it will
not, without Super Rite’s prior written consent, cre-
ate, incur, assume, or suffer to come into existence
any mortgage, pledge, lien or other encumbrance upon
any of the Collateral or the Proceeds thereof, wherever
located, now existing or hereafter acquired, other than
that granted to Super Rite hereunder. Retailer agrees
to execute and deliver such documents, and to take such
action, as Super Rite may request to perfect and con-
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Last modified: May 25, 2011