Common use of Grant of Distribution Rights Clause in Contracts

Grant of Distribution Rights. 2.01 CBA hereby grants to ABI and ABI hereby accepts from CBA the exclusive right to serve as the master distributor to distribute the Products in the Territory commencing on the Commencement Date, except as otherwise described in this Article. ABI shall not, without the prior written consent of CBA, sell any Product acquired hereunder outside its respective Territory or to any party other than an Alliance Wholesaler. CBA agrees not to sell any Product to any other Person in the Territory other than ABI, Affiliated Wholesalers and Non-Affiliated Wholesalers. Additionally, CBA may sell at Brewpubs draught Product brewed on the premises; may sell to consumers packaged Product brewed on the premises at retail sites associated with Brewpubs in accordance with its current practices; may sell to consumers draught Product brewed on the premises in so-called dock sales in accordance with its current practices not to exceed 50,000 case equivalents in any calendar year. Nothing herein shall be deemed to waive or modify any agreements relating to the Kona products with the Anheuser-Xxxxx Hawaiian wholesaler operation. At the option of ABI and the respective Affiliated Wholesaler, any Affiliated Wholesaler may become an Alliance Wholesaler, and CBA shall execute any documents or instruments reasonably requested by ABI to effectuate this. 2.02 Notwithstanding the foregoing, if CBA acquires any malt alcohol beverage brand not previously owned by CBA or the Stock of any producer of any such malt alcohol beverage brand (together, an “Acquisition”), CBA may elect, in writing delivered to ABI no later than 30 days prior to the date of the Acquisition, that such malt beverages shall be not be distributed pursuant to this Agreement and in such case the terms and conditions of this Agreement, including the obligations of CBA thereto with respect to Margin and the provisions of Section 11.03, shall not be applicable thereto. CBA shall not otherwise make any Acquisition unless it delivers to ABI a written plan providing a schedule by which ABI would become the exclusive distributor for such malt beverages by ABI, such schedule to be satisfactory to ABI.

Grant of Distribution Rights. 2.01 CBA hereby grants A. Exclusive – Subject to ABI and ABI hereby accepts from CBA the exclusive right to serve as the master distributor to distribute the Products in the Territory commencing on the Commencement Date, except as otherwise described in this Article. ABI shall not, without the prior written consent of CBA, sell any Product acquired hereunder outside its respective Territory or to any party other than an Alliance Wholesaler. CBA agrees not to sell any Product to any other Person in the Territory other than ABI, Affiliated Wholesalers and Non-Affiliated Wholesalers. Additionally, CBA may sell at Brewpubs draught Product brewed on the premises; may sell to consumers packaged Product brewed on the premises at retail sites associated with Brewpubs in accordance with its current practices; may sell to consumers draught Product brewed on the premises in so-called dock sales in accordance with its current practices not to exceed 50,000 case equivalents in any calendar year. Nothing herein shall be deemed to waive or modify any agreements relating to the Kona products with the Anheuser-Xxxxx Hawaiian wholesaler operation. At the option of ABI and the respective Affiliated Wholesaler, any Affiliated Wholesaler may become an Alliance Wholesaler, and CBA shall execute any documents or instruments reasonably requested by ABI to effectuate this. 2.02 Notwithstanding the foregoing, if CBA acquires any malt alcohol beverage brand not previously owned by CBA or the Stock of any producer of any such malt alcohol beverage brand (together, an “Acquisition”), CBA may elect, in writing delivered to ABI no later than 30 days prior to the date of the Acquisition, that such malt beverages shall be not be distributed pursuant to this Agreement and in such case the terms and conditions of this Agreement, Supplier hereby grants to Distributor, and Distributor hereby accepts from Supplier, an exclusive right to distribute the Product to customers located in the Territory. B. Supplier retains the right to self-invoice and self-distribute the Products to previously established customers and any un-served retail accounts until such time that Gold Coast is able to service the account. C. Notwithstanding any other conditions herein, Supplier reserves the right to alternatively service and distribute Product to the following channels of trade and/or types of accounts: a. National accounts that require supplier to ship directly based upon inability to distribute nationally through dsd (direct store delivery) distributors. Any account with more than 50 locations requires approval from supplier before pursuing. b. Chain accounts with Distributor having the right of first refusal. D. Distributor may appoint sub-distributors in furtherance of its obligations under this Agreement to service the Territory encompassed by this Agreement. Distributor shall be responsible for the conduct of all of its sub-distributors. In the event this Agreement is terminated, any and all sub-distributor agreements shall be automatically terminated. The Distributor agrees to indemnify and hold harmless Supplier against any and all damages and costs, including attorneys’ fees and all other expenses incidental thereto, incurred as a result of any claim (s) asserted by any of the obligations Distributors’ sub-distributors. In the event that Supplier is dissatisfied for any reason whatsoever with performance of CBA thereto with respect any of the Distributor’s sub distributors, Supplier may notify the Distributor of such dissatisfaction and it shall be the obligation of the Distributor to Margin terminate the sub-distributor within sixty (60) days of said notification by Supplier, without any disruption of service to the retail accounts being serviced by said sub-distributor E. If Supplier introduces a new item, product line or extension during the Term, then such new item, product in or extension shall be offered to Distributor for distribution within the Territory. If Distributor accepts the distribution of such new item, product line or extension and commences the provisions sale and distribution of Section 11.03such within thirty (30) days after notification from Supplier, then such new retail item, retail product line or detail extension shall not be applicable thereto. CBA shall not otherwise make any Acquisition unless it delivers to ABI a written plan providing a schedule by which ABI would become included within the exclusive distributor for such malt beverages by ABI, such schedule to be satisfactory to ABIdefinition of “Product”.

Grant of Distribution Rights. 2.01 CBA hereby grants A. Subject to ABI and ABI hereby accepts from CBA the exclusive right to serve as the master distributor to distribute the Products in the Territory commencing on the Commencement Date, except as otherwise described in this Article. ABI shall not, without the prior written consent all of CBA, sell any Product acquired hereunder outside its respective Territory or to any party other than an Alliance Wholesaler. CBA agrees not to sell any Product to any other Person in the Territory other than ABI, Affiliated Wholesalers and Non-Affiliated Wholesalers. Additionally, CBA may sell at Brewpubs draught Product brewed on the premises; may sell to consumers packaged Product brewed on the premises at retail sites associated with Brewpubs in accordance with its current practices; may sell to consumers draught Product brewed on the premises in so-called dock sales in accordance with its current practices not to exceed 50,000 case equivalents in any calendar year. Nothing herein shall be deemed to waive or modify any agreements relating to the Kona products with the Anheuser-Xxxxx Hawaiian wholesaler operation. At the option of ABI and the respective Affiliated Wholesaler, any Affiliated Wholesaler may become an Alliance Wholesaler, and CBA shall execute any documents or instruments reasonably requested by ABI to effectuate this. 2.02 Notwithstanding the foregoing, if CBA acquires any malt alcohol beverage brand not previously owned by CBA or the Stock of any producer of any such malt alcohol beverage brand (together, an “Acquisition”), CBA may elect, in writing delivered to ABI no later than 30 days prior to the date of the Acquisition, that such malt beverages shall be not be distributed pursuant to this Agreement and in such case the terms and conditions of this Agreement (including the attached Exhibits), INVO hereby grants Distributor an Exclusive Master, non-transferable distributorship as set forth in Exhibit C Exclusive Distribution Milestones in the geographical territory described in Section 2 below (the "Territory") for its Products. The "Products" are those items which, as of the date of this Agreement, are attached as Exhibit A - Products, Pricing & Terms, and are outlined below. Products: a. INVO branded products only, including: i. INVOcell® ii. INVOcell Block® iii. Perforated Diaphragms iv. Any other products that INVO, in its sole discretion, agrees to sell to DISTRIBUTOR during the term hereof, including any non-standard/custom products, as evidenced by an amendment to this Agreement signed by the obligations parties; v. Any improved or updated versions of CBA thereto with respect the foregoing products or replacements of discontinued products that are added to Margin this Agreement by an amendment to this Agreement signed by the parties vi. Any other products actually purchased by distributor from INVO during the term hereof that might be added to this agreement on a case-by-case basis; The preceding products will be referred to throughout this Agreement as the "Products." B. The following are expressly excluded as Products under this Agreement: (i) Products the international shipment of which is subject to prohibitions or penalties imposed by United States laws or regulations; (ii) Products manufactured by INVO licensees in the Territory, if any; (iii) Products which have been ordered by third parties but have not been delivered before the commencement of this Agreement; (iv) Products for which exclusive rights in the Territory have been granted to others as of the date of this Agreement; (v) Products for which territorial restrictions apply in a license, distribution or other agreement through which INVO has acquired or retains the right to distribute such products; C. Without limiting INVO’s other rights, INVO is expressly entitled (i) to sell or solicit sales to persons located outside the Territory (even if such persons request delivery into the Territory), (ii) to sell or solicit sales directly to customers as a result of a multi-facility sales agreement entered into directly by INVO and its customer, and (iii) to grant exclusive or non-exclusive manufacturing, distribution and/or trademark licenses or agreements covering the provisions Products outside of Section 11.03, shall not be applicable thereto. CBA shall not otherwise make any Acquisition unless it delivers to ABI a written plan providing a schedule by which ABI would become the exclusive distributor for such malt beverages by ABI, such schedule to be satisfactory to ABITerritory and manufacturing licenses or agreements within the Territory.

Grant of Distribution Rights. 2.01 CBA hereby NRTC grants to ABI and ABI hereby accepts from CBA Member the exclusive right to serve as the master distributor to distribute the Products in the Territory commencing on the Commencement Date, except as otherwise described in this Article. ABI shall not, without the prior written consent of CBAmarket, sell any Product acquired hereunder outside its respective Territory or and retain revenue from Programming (except Non Select Services as defined in Section 2(b)) transmitted over the HCG Frequencies directly to any party other than an Alliance WholesalerCommitted Member Residences as set forth in Exhibit C__. CBA agrees not to sell any Product to any other Person in the Territory other than ABI, Affiliated Wholesalers Programming and Non-Affiliated Wholesalers. Additionally, CBA may sell at Brewpubs draught Product brewed on the premises; may sell to consumers packaged Product brewed on the premises at retail sites associated with Brewpubs in accordance with its current practices; may sell to consumers draught Product brewed on the premises in so-called dock sales in accordance with its current practices not to exceed 50,000 case equivalents in any calendar year. Nothing herein shall be deemed to waive or modify any agreements relating to the Kona products with the Anheuser-Xxxxx Hawaiian wholesaler operation. At the option of ABI and the respective Affiliated Wholesaler, any Affiliated Wholesaler may become an Alliance Wholesaler, and CBA shall execute any documents or instruments reasonably requested by ABI to effectuate this. 2.02 Notwithstanding the foregoing, if CBA acquires any malt alcohol beverage brand not previously owned by CBA or the Stock of any producer of any such malt alcohol beverage brand (together, an “Acquisition”), CBA may elect, in writing delivered to ABI no later than 30 days prior to the date of the Acquisition, that such malt beverages shall be not be distributed pursuant to this Agreement and in such case the terms and conditions with respect to Programming marketed and sold to Committed Member Residences are set forth in Exhibit H, which exhibit may be amended by NRTC from time to time. Any Committed Member Residence and/or Commercial Establishment as applicable, which subscribes to Programming shall be deemed a "Subscriber" under this Agreement. Committed Member Residences shall be determined by and limited to the specific residences listed or the specific geographic area described in Exhibit 16 C___, as appropriate. Member shall also have the right to market, sell and retain revenue from the distribution of Programming (except Non Select Services) directly to commercial establishments such as hotels, bars and similar establishments being determined by and limited to those locations within counties or zip codes for which Member has exercised Member Contract Options C-2, X-0, X-0, X-0 xx C-9. The Programming that is available to be marketed and sold to Commercial Establishments shall be governed by the terms and conditions to be set forth in Exhibit H-1, which exhibit may be amended by NRTC from time to time. To the extent consistent with this Agreement and the terms of the Programming agreements, Member shall have the right to establish the terms and conditions upon which it will market and sell Programming (except Non Select Services) to such Committed Member Residences and/or Commercial Establishments and, subject to its payment to NRTC or HCG, as appropriate, of all sums required under this Agreement, including shall be entitled to all revenues from such marketing and sales to Committed Member Residences and Commercial Establishments ("Member Revenues"). Any rights to distribute, market, sell and retain revenue from any of the obligations Programming shall be subject to Section 8 of CBA thereto with this Agreement and shall extend only to the extent and for the duration as may be provided under the relevant Programming agreements. Member acknowledges that NRTC may be unable to obtain the right for Member to distribute Programming to residences that have cable television services available. With respect to Margin Programming, NRTC shall pay to Member on a pro rata basis all other net revenues that NRTC receives from HCG which are directly attributable to Committed Member Residences and/or Commercial Establishments. The parties acknowledge that HCG does not now have the right to distribute all of the planned HCG DirecTv and the provisions has no obligation to NRTC or to Member to obtain all of Section 11.03such rights, shall not be applicable thereto. CBA shall not otherwise make any Acquisition unless it delivers but that HCG intends to ABI a written plan providing a schedule by which ABI would become the exclusive distributor for use reasonable efforts to obtain all of such malt beverages by ABI, such schedule to be satisfactory to ABIrights.