Market Withdrawal Sample Clauses

Market Withdrawal. If during the term of this agreement Chevron decides to withdraw from marketing motor fuel in Marketer’s Area of Primary Responsibility through Retail Outlets identified by Chevron’s insignia, Chevron may terminate this agreement by giving Marketer 180 days’ prior written notice of such termination and otherwise complying with any applicable requirements of law, including the federal Petroleum Marketing Practices Act.

Market Withdrawal. If, at any time after [], 2014, Distributor submits a written statement to VMSC that Distributor intends to entirely withdraw from a geographic regional market, such that after such withdrawal, Distributor does not continue to supply, operate, or have any financial interest in the operation of, any stations in that market (a “Market Withdrawal”), then the Minimum Branded Obligated Volume will be reduced to reflect the removal of the stations covered by this Agreement within the Market from which Distributor is Withdrawing; provided, however, that if such adjustment, would cause the Annual Branded Contract Volume to fall below (the “Renegotiation Volume Threshold”): (i) from the Effective Date through [], 2023 - [*.*] gallons per Contract Year; (ii) from [], 2023 through [], 2024 - [*.*] gallons; (iii) from [], 2024 through [], 2025 - [*.*] gallons; (iv) from [], 2025 through [], 2026 - [*.*] gallons; and (v) from [], 2026 through the Expiration Date - [*.*] gallons, then VMSC would have the right to renegotiate other terms of this Agreement, including Section 5. Upon the removal of any stations under this Section 4.4(c), the BDA Station Exhibit, and/or Exhibit A of the Unbranded Supply Agreement, as applicable, shall be adjusted accordingly. The Total Volume Commitment will also be adjusted as appropriate due to any adjustment to the Minimum Branded Obligated Volume.

Market Withdrawal. We may terminate this Agreement upon not less than thirty (30) days’ Withdrawal Notice (or such longer time that we determine or as required by applicable law), if we determine, in good faith and in a normal course of business, to cease the operation of all 7-Eleven Stores in the relevant geographic market area (being the state or metropolitan statistical area (“MSA”) or similar designation as periodically established by the Office of Management and Budget or any replacement governmental office), or in a geographically separate area outside of a MSA in which the Store is located. You acknowledge that such determination and action will be “good cause” for termination. In the event of a sale, transfer or assignment of all of our right in the Stores in the area, or a decision by us to close the Stores in your area, you will have the right of first refusal, or of purchase, as the case may be, to be exercised within the first ten (10) days after you receive the Withdrawal Notice, to acquire and receive assignment of all of our non-proprietary rights in and to the Store, the equipment (specifically excluding, without limitation, the 7-Eleven Store Information System) and real property. Such right will be exercisable upon the same terms as agreed upon between us and a bona fide third party transferee, or in the absence of such an agreement, at a purchase price determined by an appraiser appointed by us and upon terms acceptable to us. If the purchase price is to be determined by an appraiser appointed by us, the decision of the appraiser will be final. All costs of appraisal will be shared equally by you and us. This Paragraph 26(d) does not apply if our agreement to sell, transfer or assign to a third-party our rights in the Store(s) in your area and/or the Franchise Agreement(s) related to such Store(s) contemplates that the Store(s) will continue to be operated as 7-Eleven Stores.

Market Withdrawal. (a) The determination of a Market Withdrawal and the computation of any Market Withdrawal Adjustment in Territory A shall be made in accordance with the Share Forward Purchase Agreement. (b) If Sanofi determines that a Market Withdrawal has occurred in one or more Territory A Opt-out Countries, Sanofi shall promptly provide written notice of such determination to BMS (including such records regarding sales, profitability, market share and other information from Sanofi for the applicable market as may be reasonably requested by BMS). BMS shall, within [*] days after receipt of such notice indicate to Sanofi whether it objects to Sanofi’s determination that a Market Withdrawal has occurred. If BMS objects to such a determination, the Parties shall resolve such dispute in accordance with the procedures set forth in Section 12.4. (c) If there has been a Market Withdrawal in one or more Territory A Opt-out Countries, each of BMS and Sanofi shall reach its own independent conclusion as to the amount of the Market Withdrawal Adjustment resulting from the Market Withdrawal (each, an “Estimated Market Withdrawal Adjustment”) and shall deliver to the other Party a written notice (each an “Estimated Market Withdrawal Notice”) on the [*] day following the earlier of the date on which: (i) BMS acknowledges that a Market Withdrawal has occurred; or (ii) the Dispute as to whether a Market Withdrawal has occurred is resolved (the earlier of (i) or (ii), the “Market Withdrawal Adjustment Resolution Date”). Each of BMS and Sanofi shall bear its own costs in connection with such determination. If one Party fails to deliver an Estimated Market Withdrawal Notice within [*] days of the date of the Market Withdrawal Adjustment Resolution Date, then the other Party’s determination of the Market Withdrawal Adjustment shall be considered final and binding on the Parties. (d) If the highest figure (the “High Value”) provided by one Party on its Estimated Market Withdrawal Notice for the Market Withdrawal Adjustment is less than or equal to [*]% of the lower figure (“Low Value”) provided by the other on its Estimated Market Withdrawal Notice, then the Market Withdrawal Adjustment shall equal the arithmetical average of the High Value and the Low Value. (e) If the High Value is more than [*]% of the Low Value (or, for the avoidance of doubt, an amount equal to [*] multiplied by the Low Value), BMS and Sanofi shall within [*] days after receipt of the Estimated Market Withdrawal Notice...

Market Withdrawal. If during the term of this agreement Supplier decides to withdraw from marketing motor fuel in Marketer’s Area of Primary Responsibility through Retail Outlets identified by Supplier’s Insignia, Supplier may terminate this agreement by giving Marketer 180 days’ prior written notice of such termination and otherwise complying with any applicable requirements of law, including the federal Petroleum Marketing Practices Act.

Market Withdrawal. If during the term hereof ChevronTexaco decides to withdraw from marketing motor fuel in Jobber’s area of primary responsibility through retail outlets identified by ChevronTexaco’s insignia, ChevronTexaco may terminate this agreement by giving Jobber one hundred eighty (180) days’ prior written notice of such termination and otherwise complying with any applicable requirements of law, including the Federal Petroleum Marketing Practices Act.

Market Withdrawal. A correction or removal of a distributed device that involves a minor violation of the federal Food, Drug, and Cosmetic act that would not be subject to legal action by FDA or that involves no violation of the act (e.g., normal stock rotation practices).

Market Withdrawal. From and after the date that Purchaser gives its Notice of Suitability on the Property, Seller agrees it will not solicit or accept other offers or enter into any other negotiations or contracts to sell the Property.

Market Withdrawal. Seller hereby agrees that for a period beginning on the date hereof and ending on December 13, 2011 or any sooner termination of this Agreement (the “Standstill Period”), Seller will not and will not permit Seller’s officers, directors, employees, shareholders or agents to (i) take any action to solicit, accept or agree to an Acquisition Proposal (as hereinafter defined), or (ii) engage in any negotiations with any person or entity that may be considering

Market Withdrawal. Seller agrees that while this Agreement is in effect, Seller will not permit its brokers, members, managers, directors, employees or other agents (collectively “Agents”), directly or indirectly, to (a) take any action to solicit, initiate, encourage, accept or agree to any Acquisition Proposal (as hereinafter defined), or (b) engage in negotiations with, or disclose any non-public information relating to the Property or afford access to the books or records thereof, to any person or entity that is considering making, or has made, an Acquisition Proposal. The term “Acquisition Proposal” means any offer or proposal for purchase of all or any portion of the Property or any merger or other business combination involving Seller, other than the transaction contemplated by this Agreement. Seller shall, and shall cause its Agents to, forthwith terminate all pending negotiations with respect to any Acquisition Proposal by any person or entity other than Buyer.