Common use of Exclusive Supplier Clause in Contracts

Exclusive Supplier. (a) During the term of this Agreement, Supplier shall be the exclusive supplier of the Product to be sold from the Stations, and Purchaser and those individuals or entities approved by Supplier in Supplier’s reasonable discretion who will operation the Stations (if any) (“Dealers”) shall sell from the Stations only the Product supplied by Supplier, subject to Section 2(c). Supplier hereby agrees to supply Purchaser with such grades and quantities of the Product as Purchaser shall order, excepting interruptions covered in Section 11. The Product to be supplied initially shall be unbranded fuels. (b) Purchaser expressly covenants and agrees that, during the term of this Agreement and except as otherwise provided herein, neither Purchaser nor its Dealers will obtain Product for the Stations from any source other than Supplier and will not deliver Product purchased hereunder to any location other than the Stations. In the event of a breach of the foregoing covenant, in addition to any other right or remedy afforded to Supplier under this Agreement or under any applicable law, statute or regulation, (i) Supplier and Purchaser acknowledge and agree that it would be extremely difficult to accurately determine the amount of damages suffered by Supplier as a result of such breach and (ii) Purchaser further agrees that money damages may not be a sufficient remedy for any breach of the foregoing covenant, and that Supplier also shall be entitled to seek specific performance, injunctive relief or other equitable relief as a remedy for any such breach without the necessity of posting a bond or other security, except as may be expressly mandated under any applicable federal or state statute. Each of the foregoing remedies shall be in addition to and not in lieu of or at the exclusion of any and all other remedies available to Supplier under this Agreement or at law or equity. (c) A Station shall be automatically removed from this Agreement in the event that (i) Purchaser closes such Station, (ii) Purchaser’s lease for such Station terminates or expires for any reason or (iii) Purchaser sells such location to a third party who is not an affiliate of Purchaser and Purchaser has not entered into an agreement to supply Product to such Station; provided that, in the case of this Section 1(c)(iii), consent of the Supplier is required to remove such Station from this Agreement unless (x) Purchaser has agreed to substitute one or more locations as Stations(s) which will require the supply of no less than equivalent volume of Product within [●] months of such sale or (y) such sale does not cause the decrease in the aggregate volume of Product sold at Stations under the GPM Distribution Contracts (such volume of Product with respect to each sold Station to be calculated as of the prior full 12 month period preceding such sale) to exceed 10% of the aggregate volume of Product sold by Supplier under the GPM Distribution Contracts during the full 12 month period preceding the sale in question.

Exclusive Supplier. (a) During For ten (10) years from the date hereof with respect to all Existing Stations and all Existing Repurchaser Locations, and during the term of this Agreementthe Schedule for all other Stations and Repurchaser Locations (the “Applicable Supply Term”), (i) Supplier shall be the exclusive supplier of the Product (i) to be sold from the Stations, and Purchaser shall sell from the Stations only the Product supplied by Supplier, subject to Section 2(c) and (ii) Supplier shall be the exclusive supplier of the Product to be sold from to Purchaser for resale by the Stations, and Purchaser and those individuals or entities approved by Supplier in Supplier’s reasonable discretion who will operation to the Stations (if any) (“Dealers”) shall sell from the Stations only the Product supplied by SupplierRepurchaser Locations, subject to Section 2(c). Supplier hereby agrees to supply Purchaser with such grades and quantities of the Product as Purchaser shall order, excepting interruptions covered in Section 11. The Product to be supplied initially shall be unbranded fuels. (b) Purchaser expressly covenants and agrees that, during the term of this Agreement Applicable Supply Term and except as otherwise provided herein, neither Purchaser nor its Dealers will not obtain Product for the Stations or for sale to the Repurchaser Locations from any source other than Supplier and will not deliver Product purchased hereunder to any location other than the StationsStations or to the Repurchaser Locations. In the event of a breach of the foregoing covenant, in addition to any other right or remedy afforded to Supplier under this Agreement or under any applicable law, statute or regulation, (i) Supplier and Purchaser acknowledge and agree that it would be extremely difficult to accurately determine the amount of damages suffered by Supplier as a result of such breach and (ii) Purchaser further agrees that money damages may not be a sufficient remedy for any breach of the foregoing covenant, and that Supplier also shall be entitled to seek specific performance, injunctive relief or other equitable relief as a remedy for any such breach without the necessity of posting a bond or other security, except as may be expressly mandated under any applicable federal or state statute. Each of the foregoing remedies shall be in addition to and not in lieu of or at the exclusion of any and all other remedies available to Supplier under this Agreement or at law or equity. (c) A Station shall be automatically removed from this Agreement in the event that (i) Purchaser closes such Station, (ii) Purchaser’s lease for such Station terminates or expires for any reason or (iii) Purchaser sells such location to a third party who is not an affiliate of Purchaser and Purchaser has not entered into an agreement to supply Product to such Station; provided that, in the case of this Section 1(c)(iii), consent of the Supplier is required to remove such Station from this Agreement unless (x) Purchaser has agreed to substitute one or more locations as Stations(s) which will require the supply of no less than equivalent volume of Product within [●] six months of such sale or (y) such sale does not cause the decrease in the aggregate volume of Product sold at Stations under the GPM Distribution Contracts this Agreement (such volume of Product with respect to each sold Station to be calculated as of the prior full 12 month period preceding such sale) to exceed 10% of the aggregate volume of Product sold by Supplier under the GPM Distribution Contracts this Agreement during the full 12 month period preceding the sale in question. A Repurchaser Location shall be automatically removed from this Agreement in the event that the Purchaser ceases to supply the Repurchaser Location with Product due to the termination or expiration of the Purchaser’s supply agreement or other arrangement with such Repurchaser Location. (d) This Agreement may be amended from time to time by adding additional Stations or Repurchaser Locations to the Schedule or removing or substituting Stations or Repurchaser Locations from the Schedule. Such revised schedules executed by an authorized representative of Supplier and by an authorized representative of Purchaser shall become a part of this Agreement.

Exclusive Supplier. (a) During the term of this Agreement, Supplier shall be the exclusive supplier of the Product to be sold from the Stations, and Purchaser and those individuals or entities approved by Supplier in Supplier’s reasonable discretion who will operation operate the Stations (if any) (“Dealers”) shall sell from the Stations only the Product supplied by Supplier, subject to Section 2(c). Supplier hereby agrees to supply Purchaser with such grades and quantities of the Product as Purchaser shall order, excepting interruptions covered in Section 11. The Product to be supplied initially shall be unbranded fuels. (b) Purchaser expressly covenants and agrees that, during the term of this Agreement and except as otherwise provided herein, neither Purchaser nor its Dealers will obtain Product for the Stations from any source other than Supplier and will not deliver Product purchased hereunder to any location other than the Stations. In the event of a breach of the foregoing covenant, in addition to any other right or remedy afforded to Supplier under this Agreement or under any applicable law, statute or regulation, (i) Supplier and Purchaser acknowledge and agree that it would be extremely difficult to accurately determine the amount of damages suffered by Supplier as a result of such breach and (ii) Purchaser further agrees that money damages may not be a sufficient remedy for any breach of the foregoing covenant, and that Supplier also shall be entitled to seek specific performance, injunctive relief or other equitable relief as a remedy for any such breach without the necessity of posting a bond or other security, except as may be expressly mandated under any applicable federal or state statute. Each of the foregoing remedies shall be in addition to and not in lieu of or at the exclusion of any and all other remedies available to Supplier under this Agreement or at law or equity. (c) A Station shall be automatically removed from this Agreement in the event that (i) Purchaser closes such Station, (ii) Purchaser’s lease for such Station terminates or expires for any reason or (iii) Purchaser sells such location to a third party who is not an affiliate of Purchaser and Purchaser has not entered into an agreement to supply Product to such Station; provided that, in the case of this Section 1(c)(iii), consent of the Supplier is required to remove such Station from this Agreement unless (x) Purchaser has agreed to substitute one or more locations as Stations(s) which will require the supply of no less than equivalent volume of Product within [●] months of such sale or (y) such sale does not cause the decrease in the aggregate volume of Product sold at Stations under the GPM Distribution Contracts (such volume of Product with respect to each sold Station to be calculated as of the prior full 12 month period preceding such sale) to exceed 10% of the aggregate volume of Product sold by Supplier under the GPM Distribution Contracts during the full 12 month period preceding the sale in question.

Exclusive Supplier. (a) During the term of this Agreement, Supplier shall be the exclusive supplier of the Product to be sold from the Stations, and Purchaser and those individuals or entities approved by Supplier in Supplier’s reasonable discretion who will operation the Stations (if any) (“Dealers”) shall sell from the Stations only the Product supplied by Supplier, subject to Section 2(c). During the term of this Agreement, Supplier shall be the exclusive supplier of the Product to be sold to Purchaser for resale by the Purchaser to the Repurchasers, subject to Section 2(c). Supplier hereby agrees to supply Purchaser with such grades and quantities of the Product as Purchaser shall order, excepting interruptions covered in Section 11. The Product to be supplied initially shall be unbranded fuels. (b) Purchaser expressly covenants and agrees that, during the term of this Agreement and except as otherwise provided herein, neither Purchaser nor its Dealers will not obtain Product for the Stations or for sale to the Repurchasers from any source other than Supplier and will not deliver Product purchased hereunder to any location other than the StationsStations or to the Repurchasers. In the event of a breach of the foregoing covenant, in addition to any other right or remedy afforded to Supplier under this Agreement or under any applicable law, statute or regulation, (i) Supplier and Purchaser acknowledge and agree that it would be extremely difficult to accurately determine the amount of damages suffered by Supplier as a result of such breach and (ii) Purchaser further agrees that money damages may not be a sufficient remedy for any breach of the foregoing covenant, and that Supplier also shall be entitled to seek specific performance, injunctive relief or other equitable relief as a remedy for any such breach without the necessity of posting a bond or other security, except as may be expressly mandated under any applicable federal or state statute. Each of the foregoing remedies shall be in addition to and not in lieu of or at the exclusion of any and all other remedies available to Supplier under this Agreement or at law or equity. (c) A Station shall be automatically removed from this Agreement in the event that (i) Purchaser closes such Station, (ii) Purchaser’s lease for such Station terminates or expires for any reason or (iii) Purchaser sells such location to a third party who is not an affiliate of Purchaser and Purchaser has not entered into an agreement to supply Product to such Station; provided that, in the case of this Section 1(c)(iii), consent of the Supplier is required to remove such Station from this Agreement unless (x) Purchaser has agreed to substitute one or more locations as Stations(s) which will require the supply of no less than equivalent volume of Product within [●] months of such sale or (y) such sale does not cause the decrease in the aggregate volume of Product sold at Stations under the GPM Distribution Contracts (such volume of Product with respect to each sold Station to be calculated as of the prior full 12 month period preceding such sale) to exceed 10% of the aggregate volume of Product sold by Supplier under the GPM Distribution Contracts during the full 12 month period preceding the sale in question. A Repurchaser shall be automatically removed from this Agreement in the event that the Purchaser ceases to supply the Repurchaser with Product due to the termination or expiration of the Purchaser’s supply agreement or other arrangement with the Repurchasers.

Exclusive Supplier. (a) During the term of this AgreementApplicable Term (as defined below), Supplier shall be the exclusive supplier of the Product to be sold from the Stations, and Purchaser and those individuals or entities approved by Supplier in Supplier’s reasonable discretion who will operation the Stations (if any) (“Dealers”) shall sell from the Stations only the Product supplied by Supplier, subject to Section 2(c). During the Applicable Term, Supplier shall be the exclusive supplier of the Product to be sold to Purchaser for resale by the Purchaser to the Repurchasers, subject to Section 2(c). Supplier hereby agrees to supply Purchaser with such grades and quantities of the Product as Purchaser shall order, excepting interruptions covered in Section 11. The Product to be supplied initially shall be unbranded fuels. (b) Purchaser expressly covenants and agrees that, during the term of this Agreement Applicable Term and except as otherwise provided herein, neither Purchaser nor its Dealers will not obtain Product for the Stations or for sale to the Repurchasers from any source other than Supplier and will not deliver Product purchased hereunder to any location other than the StationsStations or to the Repurchasers. In the event of a breach of the foregoing covenant, in addition to any other right or remedy afforded to Supplier under this Agreement or under any applicable law, statute or regulation, (i) Supplier and Purchaser acknowledge and agree that it would be extremely difficult to accurately determine the amount of damages suffered by Supplier as a result of such breach and (ii) Purchaser further agrees that money damages may not be a sufficient remedy for any breach of the foregoing covenant, and that Supplier also shall be entitled to seek specific performance, injunctive relief or other equitable relief as a remedy for any such breach without the necessity of posting a bond or other security, except as may be expressly mandated under any applicable federal or state statute. Each of the foregoing remedies shall be in addition to and not in lieu of or at the exclusion of any and all other remedies available to Supplier under this Agreement or at law or equity. Notwithstanding the foregoing, Supplier acknowledges that if a Station’s real estate requires Purchaser to acquire fuel from a specified supplier other than Supplier, Purchaser may obtain fuel in compliance with such requirement. (c) A Station shall be automatically removed from this Agreement in the event that (i) Purchaser closes such Station, (ii) Purchaser’s lease for such Station terminates or expires for any reason or (iii) Purchaser sells such location to a third party who is not an affiliate of Purchaser and Purchaser has not entered into an agreement to supply Product to such Station; provided that, in the case of this Section 1(c)(iii), consent of the Supplier is required to remove such Station from this Agreement unless (x) Purchaser has agreed to substitute one or more locations as Stations(s) which will require the supply of no less than equivalent volume of Product within [●] 6 months of such sale or (y) such sale does not cause the decrease in the aggregate volume of Product sold at Stations under the GPM Distribution Contracts this Agreement (such volume of Product with respect to each sold Station to be calculated as of the prior full 12 month period preceding such sale) to exceed 10% of the aggregate volume of Product sold by Supplier under the GPM Distribution Contracts this Agreement during the full 12 month period preceding the sale in question. A Repurchaser location shall be automatically removed from this Agreement in the event that the Purchaser ceases to supply the Repurchaser with Product due to the termination or expiration of the Purchaser’s supply agreement or other arrangement with the Repurchaser.