Common use of CONDITIONS OF PURCHASE AND SALE Clause in Contracts

CONDITIONS OF PURCHASE AND SALE. (a) The Company reserves the right, by giving written notice to the Bottler, to establish and to revise from time to time and at any time, in its sole discretion, the price of the Concentrate, the Authorized Supplier, the supply point and alternate supply points for the Concentrate, the conditions of shipment and payment, and the currency or currencies acceptable to the Company or the Authorized Suppliers. (b) If the Bottler is unwilling to pay the revised price in respect of the Concentrate, then the Bottler shall so notify the Company in writing within thirty (30) days from receipt of the written notice from the Company revising the aforesaid price. In such event, this Agreement shall terminate automatically without liability by any party for damages three (3) calendar months after receipt of the Bottler’s notification. (c) Any failure on the part of the Bottler to notify the Company in respect of the revised price of the Concentrate pursuant to subclause (b) hereof shall be deemed to be acceptance by the Bottler of the revised price. (d) The Company reserves the right, to the extent permitted by the law applicable in the Territory, to establish and to revise, by giving written notice to the Bottler, maximum prices at which the Beverage in Approved Containers may be sold by the Bottler to wholesalers and retailers and the maximum retail prices for the Beverage. It is recognized in this regard that the Bottler may sell the Beverage to wholesalers and retailers and authorize the retail sale of the Beverage at prices which are lower than the maximum prices. The Bottler shall not, however, increase the maximum prices established or revised by the Company at which the Beverage in Approved Containers may be sold to wholesalers and retailers nor authorize an increase in the maximum prices for the Beverage without the prior written consent of the Company. (e) The Bottler undertakes to collect from or charge to retail or wholesale outlets, as applicable, for each refillable Approved Container and each returnable case delivered to retail or wholesale outlets, such deposits as the Company may determine from time to time by giving written notice to the Bottler, and to make all reasonably diligent efforts to recover all empty refillable Approved Containers and cases and, upon recovery, to refund or to credit the deposits for said refillable Approved Containers and returnable cases returned undamaged and in good condition.

CONDITIONS OF PURCHASE AND SALE. (a) 14. The Company reserves the right, by giving written notice to the Bottler, right to establish and to revise from time to time and at any time, in its sole discretion, the price of any of the ConcentrateConcentrates, the Authorized Supplier, the supply point and alternate supply points for the Concentrate, the conditions terms of shipment and payment, and the currency or currencies acceptable other terms and conditions of supply, any such revision to be effective immediately upon notice to the Company Bottler. If Bottler rejects a change in price or the Authorized Suppliers. (b) If the Bottler is unwilling to pay the revised price other terms and conditions contained in respect of the Concentrateany such notice, then the Bottler shall so notify the Company in writing within thirty (30) days from of receipt of the written notice from Company's notice, and this Agreement will terminate ninety (90) days after the date of such notification by the Bottler, without further liability of the Company revising the aforesaid price. In such event, this Agreement shall terminate automatically without liability by any party for damages three (3) calendar months after receipt of or the Bottler’s notification. . The change in price or other terms and conditions so rejected by the Bottler shall not apply to purchases of such Concentrate by the Bottler during such ninety (c90) Any failure on the part of day period preceding termination. Failure by the Bottler to notify the Company in respect of its rejection of the revised changes in price or such other terms and conditions shall be deemed acceptance thereof by the Bottler. 15. The Bottler shall purchase from the Company only such quantities of the Concentrates as shall be necessary and sufficient to carry out the Bottler's obligations under this Agreement. The Bottler shall use the Concentrates exclusively for its manufacture of the Syrups and shall use the Syrups exclusively for its manufacture of the Beverages. The Bottler shall not sell or otherwise transfer any Concentrate or Syrup or permit the same to get into the hands of third parties. (a) The Bottler agrees not to distribute or sell any Beverage outside the Territories. The Bottler shall not sell any Beverage to any person (other than another Bottler pursuant to subclause (bsubparagraph 8(b)) hereof for ultimate sale outside the Territories. If any Beverage distributed by the Bottler is found outside of the Territories, Bottler shall be deemed to have transshipped such Beverage and shall be deemed to be acceptance by the a "Transshipping Bottler" for purposes hereof. For purposes of this Agreement, "Offended Bottler" shall mean a Bottler of the revised pricein any territory into which any Beverage is transshipped. (d) The Company reserves the right, to the extent permitted by the law applicable in the Territory, to establish and to revise, by giving written notice to the Bottler, maximum prices at which the Beverage in Approved Containers may be sold by the Bottler to wholesalers and retailers and the maximum retail prices for the Beverage. It is recognized in this regard that the Bottler may sell the Beverage to wholesalers and retailers and authorize the retail sale of the Beverage at prices which are lower than the maximum prices. The Bottler shall not, however, increase the maximum prices established or revised by the Company at which the Beverage in Approved Containers may be sold to wholesalers and retailers nor authorize an increase in the maximum prices for the Beverage without the prior written consent of the Company. (e) The Bottler undertakes to collect from or charge to retail or wholesale outlets, as applicable, for each refillable Approved Container and each returnable case delivered to retail or wholesale outlets, such deposits as the Company may determine from time to time by giving written notice to the Bottler, and to make all reasonably diligent efforts to recover all empty refillable Approved Containers and cases and, upon recovery, to refund or to credit the deposits for said refillable Approved Containers and returnable cases returned undamaged and in good condition.

CONDITIONS OF PURCHASE AND SALE. (a) The Company reserves the right, by giving written notice to the Bottler, to establish and to revise from time to time and at any time, in its sole discretion, the price of the Concentrate, the Authorized Supplier, the supply point and alternate supply points for the Concentrate, the conditions of shipment and payment, and the currency or currencies acceptable to the Company or the Authorized Suppliers. (b) If the Bottler is unwilling to pay the revised price in respect of the Concentrate, then the Bottler shall so notify the Company in writing within thirty (30) days from receipt of the written notice from the Company revising the aforesaid price. In such event, this Agreement shall terminate automatically without liability by any either party for damages three (3) calendar months after receipt of the Bottler’s notification. (c) Any failure on the part of the Bottler to notify the Company in respect of the revised price of the Concentrate pursuant to subclause (b) hereof shall be deemed to be acceptance by the Bottler of the revised price. (d) The Company reserves the right, to the extent permitted by the law applicable in the Territory, to establish and to revise, by giving written notice to the Bottler, maximum prices at which the Beverage in Approved Containers may be sold by the Bottler to wholesalers and retailers and the maximum retail prices for the Beveragesold. It is recognized in this regard that the Bottler may sell the Beverage to wholesalers and retailers and authorize the retail sale sales of the Beverage at prices which are lower than the maximum prices. The Bottler shall not, however, increase the maximum prices established or revised by the Company at which the Beverage in Approved Containers may be sold to wholesalers and retailers nor authorize an increase in the maximum retail prices for the Beverage without the prior written consent of the Company. (e) The Bottler undertakes to collect from or charge to retail or wholesale outlets, as applicable, for each refillable Approved Container and each returnable case delivered to retail or wholesale outlets, such deposits as the Company may determine from time to time by giving written notice to the Bottler, and to make all reasonably diligent efforts to recover all empty refillable Approved Containers and cases and, upon recovery, to refund or to credit the deposits for said refillable Approved Containers and returnable cases returned undamaged and in good condition.

CONDITIONS OF PURCHASE AND SALE. (a) 11. The Company reserves the right, by giving written notice to the Bottler, right to establish and to revise from time to time and at any time, in its sole discretion, the price of any of the ConcentrateConcentrates, the Authorized Supplier, the supply point and alternate supply points for the Concentrate, the conditions terms of shipment and payment, and the currency or currencies acceptable other terms and conditions of supply, any such revision to be effective immediately upon notice to the Company Bottler. If Bottler rejects a change in price or the Authorized Suppliers. (b) If the Bottler is unwilling to pay the revised price other terms and conditions contained in respect of the Concentrateany such notice, then the Bottler shall so notify the Company in writing within thirty (30) days from of receipt of the written notice from Company's notice, and this Agreement will terminate ninety (90) days after the date of such notification by the Bottler, without further liability of the Company revising the aforesaid price. In such event, this Agreement shall terminate automatically without liability by any party for damages three (3) calendar months after receipt of or the Bottler’s notification. . The change in price or other terms and conditions so rejected by the Bottler shall not apply to purchases of such Concentrate by the Bottler during such ninety (c90) Any failure on the part of day period preceding termination. Failure by the Bottler to notify the Company in respect of its rejection of the revised changes in price or such other terms and conditions shall be deemed acceptance thereof by the Bottler. 12. The Bottler shall purchase from the Company only such quantities of the Concentrates as shall be necessary and sufficient to carry out the Bottler's obligations under this Agreement. The Bottler shall use the Concentrates exclusively for its manufacture of the Fountain Syrups. The Bottler shall not sell or otherwise transfer any Concentrate or permit the same to get into the hands of third parties. (a) The Bottler agrees not to distribute or sell any Fountain Syrups outside the Territories. The Bottler shall not distribute or sell any Fountain Syrups to any person (other than another Bottler pursuant to subclause (bsubparagraph 5(b) hereof and other than as a delivery agent for the Company to National Account Customers outside of the Territories which elect to receive Fountain Syrup through distribution methods other than direct store delivery as provided in subparagraph 2(a) hereof) for ultimate sale outside the Territories. If any Fountain Syrup distributed by the Bottler is found outside of the Territories in violation of this paragraph 13, Bottler shall be deemed to have transshipped such Fountain Syrup and shall be deemed to be acceptance by the a "Transshipping Bottler" for purposes hereof. For purposes of this Agreement, "Offended Bottler" shall mean a Bottler of the revised pricein any Territories into which any Fountain Syrup is transshipped. (d) The Company reserves the right, to the extent permitted by the law applicable in the Territory, to establish and to revise, by giving written notice to the Bottler, maximum prices at which the Beverage in Approved Containers may be sold by the Bottler to wholesalers and retailers and the maximum retail prices for the Beverage. It is recognized in this regard that the Bottler may sell the Beverage to wholesalers and retailers and authorize the retail sale of the Beverage at prices which are lower than the maximum prices. The Bottler shall not, however, increase the maximum prices established or revised by the Company at which the Beverage in Approved Containers may be sold to wholesalers and retailers nor authorize an increase in the maximum prices for the Beverage without the prior written consent of the Company. (e) The Bottler undertakes to collect from or charge to retail or wholesale outlets, as applicable, for each refillable Approved Container and each returnable case delivered to retail or wholesale outlets, such deposits as the Company may determine from time to time by giving written notice to the Bottler, and to make all reasonably diligent efforts to recover all empty refillable Approved Containers and cases and, upon recovery, to refund or to credit the deposits for said refillable Approved Containers and returnable cases returned undamaged and in good condition.

CONDITIONS OF PURCHASE AND SALE. (a) The Company reserves the right, by giving written notice to the Bottler, to establish and to revise from time to time and at any time, in its sole discretion, the price of the Concentrate, the Authorized Supplier, the supply point and alternate supply points for the Concentrate, the conditions of shipment and payment, and the currency or currencies acceptable to the Company or the Authorized Suppliers. Without prejudice to the foregoing, for so long as the Company has designated and authorized CCJC to supply the Concentrate to the Bottler, CCJC shall be authorized, by giving written notice to the Bottler, to establish and to revise from time to time and at any time, in its sole discretion, the price of the Concentrate, the conditions of shipment and payment, and the currency and currencies acceptable to CCJC. (b) If the Bottler is unwilling to pay the revised price in respect of the Concentrate, then the Bottler shall so notify the Company or CCJC, as the case may be, in writing within thirty (30) days from receipt of the written notice from the Company or CCJC, as the case may be, revising the aforesaid price. In such event, this Agreement shall terminate automatically without liability by any either party for damages three (3) calendar months after receipt of the Bottler’s notification. (c) Any failure on the part of the Bottler to notify the Company or CCJC, as the case may be, in respect of the revised price of the Concentrate pursuant to subclause (b) hereof shall be deemed to be acceptance by the Bottler of the revised price. (d) The Company reserves the right, to the extent permitted by the law applicable in the Territory, to establish and to revise, by giving written notice to the Bottler, maximum recommended prices at which the Beverage in Approved Containers may be sold by the Bottler to wholesalers and retailers and the maximum recommended retail prices for the Beverage. It is recognized in this regard that the Bottler may sell the Beverage to wholesalers and retailers and authorize the retail sale of the Beverage at prices which are lower than the maximum prices. The Bottler shall not, however, increase the maximum prices established or revised by the Company at which the Beverage in Approved Containers may be sold to wholesalers and retailers nor authorize an increase in the maximum prices for the Beverage without the prior written consent of the Company. (e) The Bottler undertakes to collect from or charge to retail or wholesale outlets, as applicable, for each refillable Approved Container and each returnable case delivered to retail or wholesale outlets, such deposits as the Company and/or CCJC may determine from time to time by giving written notice to the Bottler, and to make all reasonably diligent efforts to recover all empty refillable Approved Containers and cases and, upon recovery, to refund or to credit the deposits for said refillable Approved Containers and returnable cases returned undamaged and in good condition.

CONDITIONS OF PURCHASE AND SALE. (a) The Company reserves Subscriber acknowledges and agrees that the right, by giving written notice obligations of the Trust and the Manager hereunder are conditional on the fulfillment of the following conditions: (i) the Manager having received not later than three Business Days prior to a Valuation Date a properly completed and signed Agreement (including all applicable Schedules attached hereto); (ii) the Manager having received at or before 4:00 p.m. (Toronto time) on the last Business Day prior to the Bottler, to establish and to revise from time to time and at any time, in its sole discretion, the price Valuation Date payment of the ConcentrateSubscription Price either, (x) through the Authorized Supplierfacilities of FundSERV; (y) by certified cheque or bank draft, payable to “Purpose Specialty Lending Trust”, or as otherwise instructed by the supply point Manager, or (z) by electronic money transfer; (iii) the Subscriber having executed and alternate supply points returned to the Manager, at the Manager’s request, all other documents as may be required by applicable Securities Laws for delivery by the Trust in connection with the Subscriber’s subscription for the ConcentratePurchased Units; (iv) the representations and warranties made by the Subscriber herein (including representations and warranties made in any schedule attached hereto), being true and correct when made and being true and correct at the relevant Valuation Date with the same force and effect as if they had been made on and as of the relevant Valuation Date; and (v) all covenants, agreements and conditions of shipment and payment, and contained in this Agreement to be performed by the currency Subscriber having been performed or currencies acceptable complied with in all material respects on or prior to the Company or the Authorized Suppliersrelevant Valuation Date. (b) If the Bottler is unwilling to pay the revised price in respect Any obligation of the Concentrate, then Trust to sell the Bottler shall so notify Purchased Units to the Company in writing within thirty Subscriber is subject to: (30i) days from receipt acceptance by the Manager of the written notice Subscriber’s subscription pursuant to this Agreement, in whole or in part; and (ii) the Offering being exempt from the Company revising requirements to file a prospectus, registration statement or similar document under any Securities Laws applicable to the aforesaid price. In such event, this Agreement shall terminate automatically without liability by any party for damages three (3) calendar months after receipt sale of the Bottler’s notificationPurchased Units or upon the issue of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or registration statement or filing or delivering a similar document. (c) Any failure on The Subscriber understands that the part information provided herein will be relied upon by the Manager and the Trust and their respective counsel for the purposes of determining the eligibility of the Bottler Subscriber to notify purchase the Company Purchased Units. The Subscriber agrees to provide upon request any additional information that the Manager determines necessary or appropriate in respect of determining the revised price of Subscriber’s eligibility to purchase the Concentrate pursuant to subclause (b) hereof shall be deemed to be acceptance by the Bottler of the revised pricePurchased Units. (d) The Company reserves Subscriber acknowledges that there is no market for the rightPurchased Units, and that the transfer or resale of the Purchased Units is subject to certain restrictions pursuant to the extent permitted by the law Declaration of Trust and applicable in the Territory, to establish and to revise, by giving written notice to the Bottler, maximum prices at which the Beverage in Approved Containers may be sold by the Bottler to wholesalers and retailers and the maximum retail prices for the Beverage. It is recognized in this regard that the Bottler may sell the Beverage to wholesalers and retailers and authorize the retail sale of the Beverage at prices which are lower than the maximum prices. The Bottler shall not, however, increase the maximum prices established or revised by the Company at which the Beverage in Approved Containers may be sold to wholesalers and retailers nor authorize an increase in the maximum prices for the Beverage without the prior written consent of the CompanySecurities Laws. (e) The Bottler undertakes to collect from or charge to retail or wholesale outlets, as applicable, for each refillable Approved Container and each returnable case delivered to retail or wholesale outlets, such deposits as the Company may determine from time to time by giving written notice to the Bottler, and to make all reasonably diligent efforts to recover all empty refillable Approved Containers and cases and, upon recovery, to refund or to credit the deposits for said refillable Approved Containers and returnable cases returned undamaged and in good condition.

CONDITIONS OF PURCHASE AND SALE. (a) 14. The Company reserves the right, by giving written notice to the Bottler, right to establish and to revise from time to time and at any time, in its sole discretion, the price of any of the ConcentrateConcentrates, the Authorized Supplier, the supply point and alternate supply points for the Concentrate, the conditions terms of shipment and payment, and the currency or currencies acceptable other terms and conditions of supply, any such revision to be effective immediately upon notice to the Company Bottler. If Bottler rejects a change in price or the Authorized Suppliers. (b) If the Bottler is unwilling to pay the revised price other terms and conditions contained in respect of the Concentrateany such notice, then the Bottler shall so notify the Company in writing within thirty (30) days from of receipt of the written notice from Company's notice, and this Agreement will terminate ninety (90) days after the date of such notification by the Bottler, without further liability of the Company revising the aforesaid price. In such event, this Agreement shall terminate automatically without liability by any party for damages three (3) calendar months after receipt of or the Bottler’s notification. . The change in price or other terms and conditions so rejected by the Bottler shall not apply to purchases of such Concentrate by the Bottler during such ninety (c90) Any failure on the part of day period preceding termination. Failure by the Bottler to notify the Company in respect of its rejection of the revised changes in price or such other terms and conditions shall be deemed acceptance thereof by the Bottler. 15. The Bottler shall purchase from the Company only such quantities of the Concentrates as shall be necessary and sufficient to carry out the Bottler's obligations under this Agreement. The Bottler shall use the Concentrates exclusively for its manufacture of the Beverages. The Bottler shall not sell or otherwise transfer any Concentrate or permit the same to get into the hands of third parties. (a) The Bottler agrees not to distribute or sell any Beverage outside the Territory except pursuant to subclause another Exclusive Bottling Appointment granted by the Company. The Bottler shall not sell any Beverage to any person (bother than another Bottler pursuant to subparagraph 8(b)) hereof for ultimate sale outside the Territory. If any Beverage distributed by the Bottler is found outside of the Territory, Bottler shall be deemed to have transshipped such Beverage and shall be deemed to be acceptance by the a "Transshipping Bottler" for purposes hereof. For purposes of this Agreement, "Offended Bottler" shall mean a Bottler of the revised pricein any territory into which any Beverage is transshipped. (d) The Company reserves the right, to the extent permitted by the law applicable in the Territory, to establish and to revise, by giving written notice to the Bottler, maximum prices at which the Beverage in Approved Containers may be sold by the Bottler to wholesalers and retailers and the maximum retail prices for the Beverage. It is recognized in this regard that the Bottler may sell the Beverage to wholesalers and retailers and authorize the retail sale of the Beverage at prices which are lower than the maximum prices. The Bottler shall not, however, increase the maximum prices established or revised by the Company at which the Beverage in Approved Containers may be sold to wholesalers and retailers nor authorize an increase in the maximum prices for the Beverage without the prior written consent of the Company. (e) The Bottler undertakes to collect from or charge to retail or wholesale outlets, as applicable, for each refillable Approved Container and each returnable case delivered to retail or wholesale outlets, such deposits as the Company may determine from time to time by giving written notice to the Bottler, and to make all reasonably diligent efforts to recover all empty refillable Approved Containers and cases and, upon recovery, to refund or to credit the deposits for said refillable Approved Containers and returnable cases returned undamaged and in good condition.

CONDITIONS OF PURCHASE AND SALE. (a) The Company reserves the right, by giving written notice to the Bottler, right to establish and to revise from time to time and at any time, in its sole discretion, the price of any of the ConcentrateConcentrates or Syrups, the Authorized Supplier, the supply point and alternate supply points for the Concentrate, the conditions terms of shipment and payment, and the currency or currencies acceptable other terms and conditions of supply, any such revision to be effective immediately upon notice to the Company Bottler. If Bottler rejects a change in price or the Authorized Suppliers. (b) If the Bottler is unwilling to pay the revised price other terms and conditions contained in respect of the Concentrateany such notice, then the Bottler shall so notify the Company in writing within thirty (30) days from of receipt of the written notice from Company’s notice, and this Agreement will terminate ninety (90) days after the date of such notification by the Bottler, without further liability of the Company revising the aforesaid price. In such event, this Agreement shall terminate automatically without liability by any party for damages three (3) calendar months after receipt of or the Bottler’s notification. . The change in price or other terms and conditions so rejected by the Bottler shall not apply to purchases of such Concentrate or Syrup by the Bottler during such ninety (c90) Any failure on the part of day period preceding termination. Failure by the Bottler to notify the Company in respect of its rejection of the revised changes in price of or such other terms and conditions shall be deemed acceptance thereof by the Concentrate pursuant to subclause Bottler. (b) hereof The Company shall sell to the Bottler, upon Bottler’s request, either Syrup or Concentrate; provided, however, that once the Bottler or any Bottler Affiliate has elected to purchase Concentrate for any Company soft drink, the Company shall no longer be obligated to supply Syrup to the Bottler, and provided further that any such election by the Bottler or by any Bottler Affiliate to purchase Concentrate shall be with respect to all Company soft drinks. 15. The Bottler shall purchase from the Company only such quantities of the Concentrates or Syrups as shall be necessary and sufficient to carry out the Bottler’s obligations under this Agreement. The Bottler shall use the Concentrates exclusively for its manufacture of the Syrups and shall use the Syrups exclusively for its manufacture of the Beverages. The Bottler shall not sell or otherwise transfer any Concentrate or Syrup or permit the same to get into the hands of third parties. (a) The Bottler agrees not to distribute or sell any Beverage outside the Territory. The Bottler shall not sell any Beverage to any person (other than another bottler pursuant to subparagraph 8(b)) under circumstances where Bottler knows or should know that such person will redistribute the Beverage for ultimate sale outside the Territory. If any Beverage distributed by the Bottler is found outside of the Territory, Bottler shall be deemed to have transshipped such Beverage and shall be deemed to be acceptance by the Bottler of the revised price. (d) The Company reserves the right, to the extent permitted by the law applicable in the Territory, to establish and to revise, by giving written notice to the a “Transshipping Bottler, maximum prices at which the Beverage in Approved Containers may be sold by the Bottler to wholesalers and retailers and the maximum retail prices ” for the Beverage. It is recognized in this regard that the Bottler may sell the Beverage to wholesalers and retailers and authorize the retail sale of the Beverage at prices which are lower than the maximum prices. The Bottler shall notpurposes hereof; provided, however, increase that if the maximum prices established Offended Bottler has not agreed to terms substantially similar to this subparagraph 16(a) with respect to the transshipment of Beverages, Bottler shall only be deemed to have transshipped such Beverage if Bottler knew or revised by should have known that the Company at which purchaser would redistribute the Beverage in Approved Containers may be sold to wholesalers and retailers nor authorize an increase in the maximum prices for the Beverage without the prior written consent outside of the CompanyTerritory prior to ultimate sale. For purposes of this Agreement, “Offended Bottler” shall mean a bottler in any territory into which any Beverage is transshipped. (e) The Bottler undertakes to collect from or charge to retail or wholesale outlets, as applicable, for each refillable Approved Container and each returnable case delivered to retail or wholesale outlets, such deposits as the Company may determine from time to time by giving written notice to the Bottler, and to make all reasonably diligent efforts to recover all empty refillable Approved Containers and cases and, upon recovery, to refund or to credit the deposits for said refillable Approved Containers and returnable cases returned undamaged and in good condition.

CONDITIONS OF PURCHASE AND SALE. (a) 14. The Company reserves the right, by giving written notice to the Bottler, right to establish and to revise from time to time and at any time, in its sole discretion, the price of any of the ConcentrateConcentrates, the Authorized Supplier, the supply point and alternate supply points for the Concentrate, the conditions terms of shipment and payment, and the currency or currencies acceptable other terms and conditions of supply, any such revision to be effective immediately upon notice to the Company Bottler. If Bottler rejects a change in price or the Authorized Suppliers. (b) If the Bottler is unwilling to pay the revised price other terms and conditions contained in respect of the Concentrateany such notice, then the Bottler shall so notify the Company in writing within thirty (30) days from of receipt of the written notice from Company's notice, and this Agreement will terminate ninety (90) days after the date of such notification by the Bottler, without further liability of the Company revising the aforesaid price. In such event, this Agreement shall terminate automatically without liability by any party for damages three (3) calendar months after receipt of or the Bottler’s notification. . The change in price or other terms and conditions so rejected by the Bottler shall not apply to purchases of such Concentrate by the Bottler during such ninety (c90) Any failure on the part of day period preceding termination. Failure by the Bottler to notify the Company in respect of its rejection of the revised changes in price or such other terms and conditions shall be deemed acceptance thereof by the Bottler. 15. The Bottler shall purchase from the Company only such quantities of the Concentrates as shall be necessary and sufficient to carry out the Bottler's obligations under this Agreement. The Bottler shall use the Concentrates exclusively for its manufacture of the Beverages. The Bottler shall not sell or otherwise transfer any Concentrate or permit the same to get into the hands of third parties. (a) The Bottler agrees not to distribute or sell any Beverage outside the Territory except pursuant to subclause another bottling agreement granted by the Company. The Bottler shall not sell any Beverage to any person (bother than another Bottler pursuant to subparagraph 8(b)) hereof for ultimate sale outside the Territory. If any Beverage distributed by the Bottler is found outside of the Territory, Bottler shall be deemed to have transshipped such Beverage and shall be deemed to be acceptance by the a "Transshipping Bottler" for purposes hereof. For purposes of this Agreement, "Offended Bottler" shall mean a Bottler of the revised pricein any territory into which any Beverage is transshipped. (d) The Company reserves the right, to the extent permitted by the law applicable in the Territory, to establish and to revise, by giving written notice to the Bottler, maximum prices at which the Beverage in Approved Containers may be sold by the Bottler to wholesalers and retailers and the maximum retail prices for the Beverage. It is recognized in this regard that the Bottler may sell the Beverage to wholesalers and retailers and authorize the retail sale of the Beverage at prices which are lower than the maximum prices. The Bottler shall not, however, increase the maximum prices established or revised by the Company at which the Beverage in Approved Containers may be sold to wholesalers and retailers nor authorize an increase in the maximum prices for the Beverage without the prior written consent of the Company. (e) The Bottler undertakes to collect from or charge to retail or wholesale outlets, as applicable, for each refillable Approved Container and each returnable case delivered to retail or wholesale outlets, such deposits as the Company may determine from time to time by giving written notice to the Bottler, and to make all reasonably diligent efforts to recover all empty refillable Approved Containers and cases and, upon recovery, to refund or to credit the deposits for said refillable Approved Containers and returnable cases returned undamaged and in good condition.

CONDITIONS OF PURCHASE AND SALE. (a) 11. The Company reserves the right, by giving written notice to the Bottler, right to establish and to revise from time to time and at any time, in its sole discretion, the price of any of the ConcentrateConcentrates, the Authorized Supplier, the supply point and alternate supply points for the Concentrate, the conditions terms of shipment and payment, and the currency or currencies acceptable other terms and conditions of supply, any such revision to be effective immediately upon notice to the Company Bottler. If Bottler rejects a change in price or the Authorized Suppliers. (b) If the Bottler is unwilling to pay the revised price other terms and conditions contained in respect of the Concentrateany such notice, then the Bottler shall so notify the Company in writing within thirty (30) days from of receipt of the written notice from Company's notice, and this Agreement will terminate ninety (90) days after the date of such notification by the Bottler, without further liability of the Company revising the aforesaid price. In such event, this Agreement shall terminate automatically without liability by any party for damages three (3) calendar months after receipt of or the Bottler’s notification. . The change in price or other terms and conditions so rejected by the Bottler shall not apply to purchases of such Concentrate by the Bottler during such ninety (c90) Any failure on the part of day period preceding termination. Failure by the Bottler to notify the Company in respect of its rejection of the revised changes in price or such other terms and conditions shall be deemed acceptance thereof by the Bottler. 12. The Bottler shall purchase from the Company only such quantities of the Concentrates as shall be necessary and sufficient to carry out the Bottler's obligations under this Agreement. The Bottler shall use the Concentrates exclusively for its manufacture of the Fountain Syrups. The Bottler shall not sell or otherwise transfer any Concentrate or permit the same to get into the hands of third parties. (a) The Bottler agrees not to distribute or sell any Fountain Syrups outside the Territories unless authorized by the Company. The Bottler shall not distribute or sell any Fountain Syrups to any person (other than another Bottler pursuant to subclause (bsubparagraph 5(b) hereof and other than as a delivery agent for the Company to National Account Customers outside of the Territories which elect to receive Fountain Syrup through distribution methods other than direct store delivery as provided in subparagraph 2(a) hereof) for ultimate sale outside the Territories. If any Fountain Syrup distributed by the Bottler is found outside of the Territories in violation of this paragraph 13, Bottler shall be deemed to have transshipped such Fountain Syrup and shall be deemed to be acceptance by the a "Transshipping Bottler" for purposes hereof. For purposes of this Agreement, "Offended Bottler" shall mean a Bottler of the revised pricein any Territories into which any Fountain Syrup is transshipped. (d) The Company reserves the right, to the extent permitted by the law applicable in the Territory, to establish and to revise, by giving written notice to the Bottler, maximum prices at which the Beverage in Approved Containers may be sold by the Bottler to wholesalers and retailers and the maximum retail prices for the Beverage. It is recognized in this regard that the Bottler may sell the Beverage to wholesalers and retailers and authorize the retail sale of the Beverage at prices which are lower than the maximum prices. The Bottler shall not, however, increase the maximum prices established or revised by the Company at which the Beverage in Approved Containers may be sold to wholesalers and retailers nor authorize an increase in the maximum prices for the Beverage without the prior written consent of the Company. (e) The Bottler undertakes to collect from or charge to retail or wholesale outlets, as applicable, for each refillable Approved Container and each returnable case delivered to retail or wholesale outlets, such deposits as the Company may determine from time to time by giving written notice to the Bottler, and to make all reasonably diligent efforts to recover all empty refillable Approved Containers and cases and, upon recovery, to refund or to credit the deposits for said refillable Approved Containers and returnable cases returned undamaged and in good condition.

CONDITIONS OF PURCHASE AND SALE. (a) The Company reserves the right, by giving written notice to the Bottler, to establish and to revise from time to time and at any time, in its sole discretion, the price of the Concentrate, the Authorized Supplier, the supply point and alternate supply points for the Concentrate, the conditions of shipment and payment, and the currency or currencies acceptable to the Company or the Authorized Suppliers. (b) If the Bottler is unwilling to pay the revised price in respect of the Concentrate, then the Bottler shall so notify the Company in writing within thirty (30) days from receipt of the written notice from the Company revising the aforesaid price. In such event, this Agreement shall terminate automatically without liability by any either party for damages three (3) calendar months after receipt of the Bottler’s notification. (c) Any failure on the part of the Bottler to notify the Company in respect of the revised price of the Concentrate pursuant to subclause (b) hereof shall be deemed to be acceptance by the Bottler of the revised price. (d) The Company reserves the right, to the extent permitted by the law applicable in the Territory, to establish and to revise, by giving written notice to the Bottler, maximum prices at which the Beverage in Approved Containers may be sold by the Bottler to wholesalers and retailers and the maximum retail prices for the Beverage. It is recognized in this regard that the Bottler may sell the Beverage to wholesalers and retailers and authorize the retail sale sales of the Beverage at prices which are lower than the maximum prices. The Bottler shall not, however, increase the maximum prices established or revised by the Company at which the Beverage in Approved Containers may be sold to wholesalers and retailers nor authorize an increase in the maximum retail prices for the Beverage without the prior written consent of the Company. (e) The Bottler undertakes to collect from or charge to retail or wholesale outlets, as applicable, for each refillable Approved Container and each returnable case delivered to retail or wholesale outlets, such deposits as the Company may determine from time to time by giving written notice to the Bottler, and to make all reasonably diligent efforts to recover all empty refillable Approved Containers and cases and, upon recovery, to refund or to credit the deposits for said refillable Approved Containers and returnable cases returned undamaged and in good condition.