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based on the Aggregate Purchases for the
twelve month period immediately preceding an
anniversary of the Execution Date (the “An-
nual Period”).
2.3 The Aggregate Purchases for the Annual Period
shall be multiplied by four thousand three
hundred sixty seven ten-thousandths percent
(.4367%), and the product of such calculation
shall be the amount of the Rebate payable by
Wholesaler to Retailer for such Annual Pe-
riod.
2.4 The amount of the Rebate shall be shown as a
credit on the first statement sent by Whole-
saler to Retailer following the end of the
Annual Period.
Notwithstanding anything to the contrary which may
be contained in this Section 5, at such point, if
any, that the Aggregate Purchases reach
$89,250,000, no further purchases shall be consid-
ered Aggregate Purchases, and no Rebate shall be
due or payable with respect to any purchases which
are not considered Aggregate Purchases. Whole-
saler may offset against any Rebate any amounts
owed to any SUPERVALU Entity by any Retailer En-
tity, and Wholesaler shall discontinue paying the
Rebate altogether upon any default by any Retailer
Entity under this Agreement, under any Capital
Commitment, or under any other agreement with, or
obligation to, any SUPERVALU Entity. Wholesaler
shall have no obligation whatsoever to pay any
Rebate in the event any Retailer Entity commences
any proceeding under any bankruptcy, reorganiza-
tion or similar law, or in the event a similar
proceeding is filed against any Retailer Entity.
* * * * * * *
4. Agreement Continues
Except as specifically amended herein, the Agree-
ment continues, unmodified, in full force and
effect.
For the annual period ended March 9, 2002, petitioner met
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