Common use of Payment for Crops Clause in Contracts

Payment for Crops. (a) Agrilink shall pay Pro-Fac an amount equal to the aggregate Commercial Market Value for the crops delivered to Agrilink by Pro-Fac members pursuant to annual crop agreements entered into between Pro-Fac and its members as contemplated by the Final Raw Product Plan for each growing season during the term of this Agreement. Agrilink shall pay Pro-Fac the Commercial Market Value to be paid under this Agreement in installments corresponding to the payment by Pro-Fac to its members of Commercial Market Value for the crops delivered. Pro-Fac shall make payment of Commercial Market Value to its members pursuant to the applicable annual crop agreements in accordance with Section 1(d) of the General Marketing Agreement between Pro-Fac and each such member. A copy of Pro-Fac's standard General Marketing Agreement is attached hereto as Exhibit 6(a). Pro-Fac represents to Agrilink that each General Marketing Agreement that is currently in force with its members contains the same payment terms as are set forth in Section 1(d) and otherwise conforms in all material respects to Exhibit 6(a). Pro-Fac hereby agrees that during the term of this Agreement it shall not amend the payment provisions of any existing annual crop agreements or General Marketing Agreement and that each General Marketing Agreement that it enters into in the future shall contain the Commercial Market Value payment provisions set forth in Exhibit 6(a), unless otherwise agreed to in writing by Agrilink. (b) Prior to the final determination of Commercial Market Value in accordance with Paragraph 7, Agrilink shall make payments to Pro-Fac based upon an estimated Commercial Market Value (the "Estimated CMV") for the applicable year. The Estimated CMV shall be determined for purposes of this Agreement by Agrilink in a manner consistent with past custom and practice taking into account such factors as Agrilink determines in good faith to be appropriate. The final payment, to be made following the end of Agrilink's fiscal year, shall be made following the determination of the actual Commercial Market Value for the applicable year in accordance with Paragraph 7. At such time and to the extent that the prior payments made in reliance on the Estimated CMV are found to have underestimated or overestimated the actual Commercial Market Value as later determined, the next required payment shall be adjusted upward to remedy any underpayment or downward to remedy any overpayment, as applicable. If payments made in reliance on the Estimated CMV are found to have overestimated the actual Commercial Market Value by a margin greater than the amount remaining due to Pro-Fac for any Covered Crop, whether with respect to all remaining payments due for a particular growing season or the last payment due for that growing season, Pro-Fac shall reimburse Agrilink promptly for the aggregate amount of any such overpayments. The payment of Estimated CMV shall take into account the payment of harvest advances in accordance with the annual crop agreements. (c) To the extent that the amount payable to any Pro-Fac member would be reduced, or Pro-Fac is entitled to an offset against, or deduction from, the amount payable to any member for any service provided, or other cost incurred, by Pro-Fac, Agrilink or any third party as provided in the applicable annual crop agreement or otherwise, then to the extent that Agrilink provides any such service or incurs any such expense (including by hiring and paying any third party), the deduction for any such services or expenses shall reduce, in a manner consistent with the past custom and practice of the parties (without double counting), the amount payable to Pro-Fac pursuant to this Agreement ("Agrilink Reimbursable Expenses"). Agrilink shall deliver periodically to Pro-Fac a schedule setting forth the Agrilink Reimbursable Expenses to which Agrilink believes it is entitled. (d) Pursuant to Section 5, during the term of this Agreement Agrilink will, on Pro-Fac's behalf, determine amounts payable to Pro-Fac's members as contemplated by this Section 6. Agrilink will coordinate with Pro-Fac to arrange for the amounts determined by Agrilink to be paid to Pro-Fac members from bank accounts maintained by Pro-Fac. Within ten (10) business days following any payment of an installment of Estimated CMV or Commercial Market Value to Pro-Fac's members (or, during the harvest advance period, within ten (10) business days following the last payment made for any weekly period), Agrilink will provide to Pro-Fac a schedule setting forth the aggregate amount of such payment and the breakdown of the amounts paid to each Pro-Fac member, taking into account Agrilink's calculation of the Agrilink Reimbursable Expenses applicable to each such member payment. If Pro-Fac disagrees with the amount of any such payment, Pro-Fac will notify Agrilink of its disagreement in writing within ten (10) business days following delivery of such schedule to Pro-Fac and provide in reasonable detail the basis of such disagreement, including Pro-Fac's proposed adjustment to any payment. If Pro-Fac has not notified Agrilink of any disagreement within the time period contemplated above, Pro-Fac shall be deemed to have agreed to the payments reflected in the applicable schedule. If Pro-Fac has notified Agrilink of its disagreement within the time period contemplated above and Agrilink fails to notify Pro-Fac of any objection to Pro-Fac's disagreement within ten (10) business days following Agrilink's receipt of Pro-Fac's disagreement, then Agrilink shall be deemed to have agreed to Pro-Fac's proposed adjustments to such payments. If Agrilink does object to any disagreement by Pro-Fac within the time period contemplated above, such objection will be treated as a disagreement subject to the provisions of Paragraph 19.

Payment for Crops. (a) Agrilink Allens shall pay Pro-Fac an amount equal to the aggregate Commercial Market Value for the crops delivered to Agrilink Allens by Pro-Fac members pursuant to annual crop agreements entered into between Pro-Fac and its members as contemplated by the Final Raw Product Plan for each growing season during the term of this Agreement. Agrilink Allens shall pay Pro-Fac the Commercial Market Value to be paid under this Agreement in installments corresponding to the payment by Pro-Fac to its members of Commercial Market Value for the crops delivered. Pro-Fac shall make payment of Commercial Market Value to its members pursuant to the applicable annual crop agreements in accordance with Section 1(d) of the General Marketing Agreement between Pro-Fac and each such member. A copy of Pro-Fac's ’s standard General Marketing Agreement is attached hereto as Exhibit 6(a)2. Pro-Fac represents to Agrilink Allens that each General Marketing Agreement that is currently in force with its members contains the same payment terms as are set forth in Section 1(d) and otherwise conforms in all material respects to Exhibit 6(a)2. Pro-Fac hereby agrees that during the term of this Agreement it shall not amend the payment provisions of any existing annual crop agreements or General Marketing Agreement and that each General Marketing Agreement that it enters into in the future shall contain the Commercial Market Value payment provisions set forth in Exhibit 6(a)2, unless otherwise agreed to in writing by AgrilinkAllens. (b) Prior to the final determination of Commercial Market Value in accordance with Paragraph 7, Agrilink Allens shall make payments to Pro-Fac based upon an estimated Commercial Market Value (the "“Estimated CMV"”) for the applicable year. The Estimated CMV shall be determined for purposes of this Agreement by Agrilink Pro-Fac in a manner consistent with past custom and practice of the parties to the Prior Agreement taking into account such factors as Agrilink Pro-Fac determines in good faith to be appropriate. The final payment, to be made on July 15 following the end of Agrilink's fiscal yeargrowing season, shall be made following the determination of the actual Commercial Market Value for the applicable year in accordance with Paragraph 7. At such time and to the extent that the prior payments made in reliance on the Estimated CMV are found to have underestimated or overestimated the actual Commercial Market Value as later determined, the next required payment shall be adjusted upward to remedy any underpayment or downward to remedy any overpayment, as applicable. If payments made in reliance on the Estimated CMV are found to have overestimated the actual Commercial Market Value by a margin greater than the amount remaining due to Pro-Fac for any Covered Crop, whether with respect to all remaining payments due for a particular growing season or the last payment due for that growing season, Pro-Fac shall reimburse Agrilink Allens promptly for the aggregate amount of any such overpayments. The payment of Estimated CMV shall take into account the payment of harvest advances in accordance with the annual crop agreements. (c) To the extent that the amount payable to any Pro-Fac member would be reduced, or Pro-Fac is entitled to an offset against, or deduction from, the amount payable to any member for any service provided, or other cost incurred, by Pro-Fac, Agrilink Allens or any third party as provided in the applicable annual crop agreement or otherwise, then to the extent that Agrilink Allens provides any such service or incurs any such expense (including by hiring and paying any third party), the deduction for any such services or expenses shall reduce, in a manner consistent with the past custom and practice of the parties to the Prior Agreement (without double counting), the amount payable to Pro-Fac pursuant to this Agreement ("Agrilink “Allens Reimbursable Expenses"”). Agrilink Allens shall deliver periodically to Pro-Fac a schedule setting forth the Agrilink Allens Reimbursable Expenses to which Agrilink Allens believes it is entitled. (d) Pursuant to Section 5, during On an annual basis throughout the term of this Agreement Agrilink willAgreement, on Allens shall pay fifty percent (50%) of Pro-Fac's behalf, determine amounts payable to ’s cost for determining CMV in accordance with Paragraph 6(b). The amount of such reimbursement shall be initially determined by Pro-Fac's members as contemplated Fac based on the actual expenses incurred by this Section 6. Agrilink will coordinate with Pro-Fac and shall be invoiced by Pro-Fac to arrange for Allens on or before July 15 following each growing season. Allens shall pay such invoice within thirty (30) days of the amounts determined by Agrilink to be paid to Pro-Fac members from bank accounts maintained by Pro-Facdate thereof. Within ten (10) business days following any payment of an installment of Estimated CMV or Commercial Market Value to Pro-Fac's members (or, during the harvest advance period, within ten (10) business days following the last payment made for any weekly period), Agrilink will provide to Pro-Fac a schedule setting forth the aggregate The amount of such payment and the breakdown of the amounts paid to each Pro-Fac member, taking into account Agrilink's calculation of the Agrilink Reimbursable Expenses applicable to each such member payment. If Pro-Fac disagrees with the amount of any such payment, Pro-Fac will notify Agrilink of its disagreement in writing within ten (10) business days following delivery of such schedule to Pro-Fac and provide in reasonable detail the basis of such disagreement, including Pro-Fac's proposed adjustment to any payment. If Pro-Fac has not notified Agrilink of any disagreement within the time period contemplated above, Pro-Fac expense shall be deemed to have agreed to the payments reflected in the applicable schedule. If Pro-Fac has notified Agrilink of its disagreement within the time period contemplated above and Agrilink fails to notify Pro-Fac of any objection to Pro-Fac's disagreement within ten (10) business days following Agrilink's receipt of Pro-Fac's disagreement, then Agrilink shall be deemed to have agreed to Pro-Fac's proposed adjustments to such payments. If Agrilink does object to any disagreement by Pro-Fac within the time period contemplated above, such objection will be treated as a disagreement subject to the provisions right of Allens to audit such expense pursuant to Paragraph 1918 of this Agreement.

Payment for Crops. (a) Agrilink shall pay Pro-Fac an amount equal to the aggregate Commercial Market Value for the crops delivered to Agrilink by Pro-Fac members pursuant to annual crop agreements entered into between Pro-Fac and its members as contemplated by the Final Raw Product Plan for each growing season during the term of this Agreement. Agrilink shall pay Pro-Fac the Commercial Market Value to be paid under this Agreement in installments corresponding to the payment by Pro-Fac to its members of Commercial Market Value for the crops delivered. Pro-Fac shall make payment of Commercial Market Value to its members pursuant to the applicable annual crop agreements in accordance with Section 1(d) of the General Marketing Agreement between Pro-Fac and each such member. A copy of Pro-Fac's ’s standard General Marketing Agreement is attached hereto as Exhibit 6(a). Pro-Fac represents to Agrilink that each General Marketing Agreement that is currently in force with its members contains the same payment terms as are set forth in Section 1(d) and otherwise conforms in all material respects to Exhibit 6(a). Pro-Fac hereby agrees that during the term of this Agreement it shall not amend the payment provisions of any existing annual crop agreements or General Marketing Agreement and that each General Marketing Agreement that it enters into in the future shall contain the Commercial Market Value payment provisions set forth in Exhibit 6(a), unless otherwise agreed to in writing by Agrilink. (b) Prior to the final determination of Commercial Market Value in accordance with Paragraph 7, Agrilink shall make payments to Pro-Fac based upon an estimated Commercial Market Value (the "“Estimated CMV"”) for the applicable year. The Estimated CMV shall be determined for purposes of this Agreement by Agrilink in a manner consistent with past custom and practice taking into account such factors as Agrilink determines in good faith to be appropriate. The final payment, to be made following the end of Agrilink's ’s fiscal year, shall be made following the determination of the actual Commercial Market Value for the applicable year in accordance with Paragraph 7. At such time and to the extent that the prior payments made in reliance on the Estimated CMV are found to have underestimated or overestimated the actual Commercial Market Value as later determined, the next required payment shall be adjusted upward to remedy any underpayment or downward to remedy any overpayment, as applicable. If payments made in reliance on the Estimated CMV are found to have overestimated the actual Commercial Market Value by a margin greater than the amount remaining due to Pro-Fac for any Covered Crop, whether with respect to all remaining payments due for a particular growing season or the last payment due for that growing season, Pro-Fac shall reimburse Agrilink promptly for the aggregate amount of any such overpayments. The payment of Estimated CMV shall take into account the payment of harvest advances in accordance with the annual crop agreements. (c) To the extent that the amount payable to any Pro-Fac member would be reduced, or Pro-Fac is entitled to an offset against, or deduction from, the amount payable to any member for any service provided, or other cost incurred, by Pro-Fac, Agrilink or any third party as provided in the applicable annual crop agreement or otherwise, then to the extent that Agrilink provides any such service or incurs any such expense (including by hiring and paying any third party), the deduction for any such services or expenses shall reduce, in a manner consistent with the past custom and practice of the parties (without double counting), the amount payable to Pro-Fac pursuant to this Agreement ("“Agrilink Reimbursable Expenses"”). Agrilink shall deliver periodically to Pro-Fac a schedule setting forth the Agrilink Reimbursable Expenses to which Agrilink believes it is entitled. (d) Pursuant to Section 5, during the term of this Agreement Agrilink will, on Pro-Fac's ’s behalf, determine amounts payable to Pro-Fac's ’s members as contemplated by this Section 6. Agrilink will coordinate with Pro-Fac to arrange for the amounts determined by Agrilink to be paid to Pro-Fac members from bank accounts maintained by Pro-Fac. Within ten (10) business days following any payment of an installment of Estimated CMV or Commercial Market Value to Pro-Fac's ’s members (or, during the harvest advance period, within ten (10) business days following the last payment made for any weekly period), Agrilink will provide to Pro-Fac a schedule setting forth the aggregate amount of such payment and the breakdown of the amounts paid to each Pro-Fac member, taking into account Agrilink's ’s calculation of the Agrilink Reimbursable Expenses applicable to each such member payment. If Pro-Fac disagrees with the amount of any such payment, Pro-Fac will notify Agrilink of its disagreement in writing within ten (10) business days following delivery of such schedule to Pro-Fac and provide in reasonable detail the basis of such disagreement, including Pro-Fac's ’s proposed adjustment to any payment. If Pro-Fac has not notified Agrilink of any disagreement within the time period contemplated above, Pro-Fac shall be deemed to have agreed to the payments reflected in the applicable schedule. If Pro-Fac has notified Agrilink of its disagreement within the time period contemplated above and Agrilink fails to notify Pro-Fac of any objection to Pro-Fac's ’s disagreement within ten (10) business days following Agrilink's ’s receipt of Pro-Fac's ’s disagreement, then Agrilink shall be deemed to have agreed to Pro-Fac's ’s proposed adjustments to such payments. If Agrilink does object to any disagreement by Pro-Fac within the time period contemplated above, such objection will be treated as a disagreement subject to the provisions of Paragraph 19.