Common use of Exclusivity Exceptions for Acquired Businesses Clause in Contracts

Exclusivity Exceptions for Acquired Businesses. Notwithstanding Section 1.1 of this Agreement, if a Buyer or any of its subsidiaries acquires, including by merger, consolidation or otherwise, a company or the assets of a business (each, a “Target”): (i) that is not a party or subject to a third party agreement for the firm purchase and supply of Goods, then such Buyer and Seller each shall use commercially reasonable efforts to cause such Target’s requirements for Goods to be included within the Buyer’s Orders subject to the terms and conditions of this Agreement; (ii) that is a party or subject to a third party agreement for the firm purchase and supply of Goods, then Buyer (A) shall be entitled to honor any and all firm order commitments placed under that agreement prior to the completion of the acquisition and (B) shall not be obligated to include such Target’s requirements under this Agreement as long as the amount of Goods ordered from parties other than Seller in respect of the Target’s business in any twelve (12) month period shall not exceed the amount purchased for that business from parties other than Seller over the twelve (12) month period immediately preceding the acquisition; or (iii) that manufactures and supplies Goods, then such Buyer and its subsidiaries shall continue to procure their requirements for Goods from Seller pursuant to this Agreement and not (whether in whole or in part) from such Target.