Common use of Annual Prepayment Portion Amount Clause in Contracts

Annual Prepayment Portion Amount. New Albertson’s expressly acknowledges and agrees that it shall prepay to SVU a portion of the total fees due for each Annual Extension Term exercised by New Albertson’s. Such portion to be prepaid shall be an amount that equals Ten Million and 00/100 Dollars ($10,000,000) (the “New Albertson’s Annual Prepayment Portion Amount”). The New Albertson’s Annual Prepayment Portion Amount is due on or before the final business day in each 12 month period during the Initial Term, and, thereafter, prior to the expiration of each Annual Extension Term provided New Albertson’s has exercised its next Annual Extension Term option. Receipt of such payment by SVU is an express condition precedent to the effectiveness of the Annual Extension Term then being exercised. The payment of the New Albertson’s Annual Prepayment Portion Amount is a material part of the consideration that induced SVU to enter into this Services Agreement, and the payment shall be deemed fully earned by SVU upon receipt except as otherwise provided herein. No part of the New Albertson’s Annual Prepayment Portion Amount shall be subject (under any circumstances) to rebate or refund, other than (i) a refund to New Albertson’s of any unearned portion of the New Albertson’s Annual Prepayment Portion Amount in the event New Albertson’s terminates its receipt of Services under the TSA as a result of an uncured default by SVU; or (ii) a refund to New Albertson’s of any unearned portion of the New Albertson’s Annual Prepayment Portion Amount in the event New Albertson’s does not exercise the first available Annual Extension Term. Further, and notwithstanding anything to the contrary herein, in the event an Annual Extension Term is exercised but the Services provided to New Albertson’s under the TSA will terminate prior to the completion of that Annual Extension Term (“New Albertson’s Partial Annual Extension Term”) due to a Service Provider Termination Notice, New Albertson’s shall pay a prorated amount of the New Albertson’s Annual Prepayment Portion Amount for such New Albertson’s Partial Annual Extension Term (such pro rata calculation to be based on an agreed-upon store count, current per week rates, and the timing of the termination of the relevant TSA Services and shall not exceed $10,000,000) on or before the usual due date, and will continue to pay the per-supermarket and per-distribution center fees set out above.

Annual Prepayment Portion Amount. New Albertson’s expressly acknowledges and agrees that it shall prepay to SVU a portion of the total fees due for each Annual Extension Term exercised by New Albertson’s. Such portion to be prepaid shall be an amount that equals Ten Million and 00/100 Dollars ($10,000,000) (the “New Albertson’s Annual Prepayment Portion Amount”). The New Albertson’s Annual Prepayment Portion Amount is due on or before the final business day in each 12 month period during the Initial Term, and, thereafter, prior to the expiration of each Annual Extension Term provided New Albertson’s has exercised its next Annual Extension Term option. Receipt of such payment by SVU is an express condition precedent to the effectiveness of the Annual Extension Term then being exercised. The payment of the New Albertson’s Annual Prepayment Portion Amount is a material part of the consideration that induced SVU to enter into this Services Agreement, and the payment shall be deemed fully earned by SVU upon receipt except as otherwise provided herein. No part of the New Albertson’s Annual Prepayment Portion Amount shall be subject (under any circumstances) to rebate or refund, other than (i) a refund to New Albertson’s of any unearned portion of the New Albertson’s Annual Prepayment Portion Amount in the event New Albertson’s terminates its receipt of Services under the TSA as a result of an uncured default by SVU; or (ii) a refund to New Albertson’s of any unearned portion of the New Albertson’s Annual Prepayment Portion Amount in the event New Albertson’s does not exercise the first available Annual Extension Term. Further, and notwithstanding anything to the contrary herein, in the event an Annual Extension Term is exercised but the Services provided to New Albertson’s under the TSA will terminate prior to the completion of that Annual Extension Term (“New Albertson’s Partial Annual Extension Term”) due to a Service Provider Termination Notice, New Albertson’s shall pay a prorated amount of the New Albertson’s Annual Prepayment Portion Amount for such New Albertson’s Partial Annual Extension Term (such pro rata calculation to be based on an agreed-upon store count, current per week rates, and the timing of the termination of the relevant TSA Services and shall not exceed $10,000,000) on or before the usual due date, and will continue to pay the per-supermarket and per-distribution center fees set out above.