Common use of Pricing of Products Clause in Contracts

Pricing of Products. 4.01 ABI shall pay to CBA the Scheduled Price for each Product purchased by ABI hereunder. At the option of CBA, CBA may change the Scheduled Price at any time upon at least 30 days written notice to ABI (or, in connection with the sale of Products in a state requiring advance posting of prices, any longer period of time reasonably requested by ABI in order to satisfy such price posting obligations). 4.02 CBA may, from time to time, suggest Product resale prices to ABI, and ABI shall consider such suggestions. However, ABI shall have the right to resell the Product to Alliance Wholesalers at such prices and on such terms and conditions as ABI may, in its sole discretion, determine from time to time. Any and all price promotions to be offered to Alliance Wholesalers by CBA shall be implemented in strict accordance with the procedures set forth in Attachment D attached hereto. Within 30 days after the end of each calendar quarter during the Term, ABI shall pay to CBA any Additional Price Component that is due CBA with respect to sales of Product by ABI to Alliance Wholesalers during such calendar quarter. 4.03 Promptly after receipt of funds from the Alliance Wholesalers with respect to any delivery of Product (but not later than 15 days thereafter), ABI shall pay the Scheduled Price thereof to CBA. ABI shall ensure that its wholly owned Alliance Wholesalers promptly remit payment for Product to ABI. If any non-AB owned Alliance Wholesaler does not pay to ABI the purchase price with respect to any Products purchased by such Alliance Wholesaler within 60 days after delivery thereof, at the option of CBA, ABI shall assign all of its rights to CBA against such Alliance Wholesaler relating to the purchase price for such Products. 4.04 (a) ABI shall reduce the payment required by Section 4.03 by the Margin for such Products; the Invoicing Costs; and Taxes. Additionally, ABI shall be entitled to setoff against such payment any amounts owed to ABI for defective Products (including without limitation, any costs of disposing such defective Product), or which are due ABI from CBA pursuant to the terms of this Agreement or otherwise.

Pricing of Products. 4.01 The price for all Product sold by CBA to ABI for Products shipped to ABI breweries or distribution centers shall equal: (a) the Scheduled Price minus as applicable, (b) (i) the Staging Costs, (ii) the Cooperage Handling Charge, and/or (iii) Taxes. The price for all Product sold by CBA to ABI for Products shipped to a WSC shall equal (a)(i) the Scheduled Price minus as applicable, (b)(i) the Invoicing Costs, (ii) the Cooperage Handling Charge and/or (iii) Taxes. The price for all Product sold by CBA to ABI for Product shipped directly by CBA to Alliance Wholesalers shall equal (a) the Scheduled Price minus as applicable, (b)(i) the Invoicing Costs, (ii) the Cooperage Handling Charge and/or (iii) Taxes. With respect to any Product, howsoever shipped, the difference between the respective (a) and (b) shall be referred to as the "Purchase Price"). CBA shall establish the initial Scheduled Price for each Product sold by CBA to ABI. CBA shall have the right at any time in its sole discretion to modify such Scheduled Price, such new pricing to become effective for all deliveries to ABI not less than 30 days after date of written notice to ABI of such price modifications. 4.02 Within 30 days after the end of each calendar quarter during the Term, ABI shall pay to CBA the Scheduled any Additional Price for each Component which is due CBA with respect to sales of Product purchased by ABI hereunder. At the option of CBA, CBA may change the Scheduled Price at any time upon at least 30 days written notice to ABI (or, in connection with the sale of Products in a state requiring advance posting of prices, any longer period of time reasonably requested by ABI in order to satisfy Alliance Wholesalers during such price posting obligations)calendar quarter. 4.02 4.03 CBA may, from time to time, suggest Product resale prices to ABI, and ABI shall will consider such suggestions. However, ABI shall have the right to resell re-sell the Product to Alliance Wholesalers at such prices and on such terms and conditions as ABI may, in its sole discretion, determine from time to time. Any and all price promotions to be offered to Alliance Wholesalers by CBA shall be implemented in strict accordance with the procedures set forth in Attachment D ATTACHMENT E attached hereto. Within 30 days after the end of each calendar quarter during the Term, . 4.04 ABI shall pay remit payment of the Purchase Price to CBA any Additional Price Component that is due CBA for all Product purchased hereunder, contemporaneously with respect to sales of Product by ABI to Alliance Wholesalers during such calendar quarter. 4.03 Promptly after its receipt of funds from the Alliance Wholesalers with respect to any delivery of Product (but not later than 15 days thereafter), ABI shall pay the Scheduled Price thereof to CBAsuch purchases. ABI shall ensure be entitled to set off against such payments any amounts owed to ABI for defective Products (including without limitation, any costs of disposing of such defective Product), or which are due ABI pursuant to the terms of this Agreement or otherwise or which are due ABI from Redhook or Widmer and which amounts arose out of the brewing or sale of Produxxx xx the Territory. In the event that its wholly owned Alliance Wholesalers promptly remit payment for Product to ABI. If any non-AB owned Alliance Wholesaler does not pay to ABI the purchase price with respect to any Products purchased by such Alliance Wholesaler within 60 days after delivery thereof, at the option of CBA, ABI shall assign all of its rights to CBA against such Alliance Wholesaler relating to the purchase price for such Products. 4.04 4.05 Notwithstanding the foregoing provisions of this Article IV, CBA and ABI recognize that the laws of certain States and/or U.S. federal laws may preclude the parties from implementing the pricing mechanisms described above. Under such circumstances, it is the intention of the parties to comply with the requirements of such laws, without such compliance being a breach of this Agreement. Under such circumstances, CBA and ABI shall in good faith negotiate a periodic adjustment to the Purchase Price, other affected provisions hereof and the procedures set forth herein where it is permissible to do so, in an amount necessary to restore the same economic benefits CBA and ABI would have received had the above pricing mechanisms been in effect. (a) Within 45 days after the end of each calendar quarter, CBA shall deliver a report setting forth the aggregate volume, in case - equivalents, of Product: (i) sold by CBA in the Territory and by Redhook and Widmer in the State of Washington in such calendar quarter and (xx) xold by Kona, Redhook and Widmer in the Territory and in the State of Washington during the rexxxxxxve calendar quarter in 2003. (b) Contemporaneously with the delivery of such report, CBA shall pay to ABI shall reduce the payment required by Section 4.03 by the Margin for all Product sold by CBA to Non-Alliance Wholesalers or Affiliated Wholesalers and the Margin for all Product sold by Redhook or Widmer in the State of Washington during such Products; calendar quarter. (c) To the Invoicing Costs; extent that during any calendar quarter, the quantity of Products sold in the Territory by CBA and Taxesby Redhook and Widmer in the State of Washington exceeds the quantity of Proxxxxx (in each case determined on a case equivalent basis) sold by Kona, Redhook or Widmer in the respective calendar quarter in 2003 in the Terrxxxxx and the State of Washington, CBA shall pay to ABI the Incremental Margin for all such Product sold during such calendar quarter. AdditionallySuch payment shall be made contemporaneously with the payment set forth in Section 4.06(b). (d) If during any calendar year, the product of the (i) the Incremental Margin and (ii) the amount, if any, by which the aggregate volume, in case-equivalents, of Product sold by CBA in the Territory and Redhook and Widmer in the State of Washington in such calendar year exceeds txx xxxregate volume, in case-equivalents of Product sold by Kona, Redhook and Widmer during 2003 in the Territory and in the State of Washington xxxx xot equal the amounts paid by CBA for such calendar year pursuant to Section 4.06(c), then, within 45 days after the end of such calendar year ABI shall pay to CBA any amount by which the payments previously made by CBA pursuant to Section 4.06(c) exceed such product or CBA shall pay to ABI any amount by which the payments previously made by CBA are less than such product. (e) The sales used in computing the Incremental Margin for any calendar quarter shall be the sales derived from the sales areas included in the Territory and in the State of Washington for the calendar quarter for which the Margin is calculated and those sales derived from those same sales areas and the State of Washington for the respective calendar quarter in 2003. For purposes of determining the Margin, the parties agree that Schedule 4.06 sets forth the Product sold by Kona, Redhook and Widmer in the Territory and the State of Washington in each calendxx xxxrter of 2003. The parties agree that for purposes of determining Incremental Margin to be paid by CBA in 2004, the calculations set forth in Section 4.06(c) and (d) shall be applied only to that period in 2004 (and the respective period in 2003) occurring after the Commencement Date. (a) Within 30 days after the end of each calendar month, ABI shall be entitled to setoff against such payment any amounts owed to ABI for defective Products (including without limitation, any costs notify CBA of disposing such defective Product), or which are due ABI from CBA pursuant the WSC Fees payable with respect to the terms Product delivered by CBA for such month, together with the product delivered by CBA to each WSC and the fees incurred with respect to each WSC. CBA shall pay such WSC Fees within 15 days after its receipt of this Agreement notification. (b) Within 30 days after the end of each calendar year, ABI shall notify CBA of the fees charged by each WSC to which CBA may ship Product during such calendar year. (c) In the event ABI changes a WSC or otherwiserenegotiates the fees to be paid to a WSC, in either case to which CBA may be reasonably expected to ship Product, ABI shall notify CBA of such change or renegotiated fees.

Pricing of Products. 4.01 The price for all Product sold by Redhook to ABI for Products shipped to ABI breweries or distribution centers shall pay equal: (a) the Scheduled Price minus, as applicable, (b) (i) the Staging Costs, (ii) the Cooperage Handling Charge, and/or (iii) Taxes. The price for all Product sold by Redhook to CBA ABI for Products shipped to a WSC shall equal (a) the Scheduled Price minus, as applicable, (b)(i) the Invoicing Costs, (ii) the Cooperage Handling Charge and/or (iii) Taxes. The price for all Product sold by Redhook to ABI for Product shipped directly by Redhook to Alliance Wholesalers shall equal (a)(i) the Scheduled Price minus, as applicable, (b)(i) the Invoicing Costs, (ii) the Cooperage Handling Charge and/or (iii) Taxes. With respect to any Product, howsoever shipped, the difference between the respective (a) and (b) shall be referred to as the "Purchase Price"). Redhook shall establish the initial Scheduled Price for each Product purchased sold by ABI hereunderRedhook to ABI. At Redhook shall have the option of CBA, CBA may change the Scheduled Price right at any time upon at least in its sole discretion to modify such Scheduled Price, such new pricing to become effective for all deliveries to ABI not less than 30 days after date of written notice to ABI (or, in connection with the sale of Products in a state requiring advance posting of prices, any longer period of time reasonably requested by ABI in order to satisfy such price posting obligations)modifications. 4.02 CBA Within 30 days after the end of each calendar quarter during the Term, ABI shall pay to Redhook any Additional Price Component which is due Redhook with respect to sales of Product by ABI to Alliance Wholesalers during such calendar quarter. 4.03 Redhook may, from time to time, suggest Product resale prices to ABI, and ABI shall will consider such suggestions. However, ABI shall have the right to resell re-sell the Product to Alliance Wholesalers at such prices and on such terms and conditions as ABI may, in its sole discretion, determine from time to time. Any and all price promotions to be offered to Alliance Wholesalers by CBA Redhook shall be implemented in strict accordance with the procedures set forth in Attachment D ATTACHMENT E attached hereto. Within 30 days after the end of each calendar quarter during the Term, . 4.04 ABI shall pay remit payment of the Purchase Price to CBA any Additional Price Component that is due CBA Redhook for all Product purchased hereunder, contemporaneously with respect to sales of Product by ABI to Alliance Wholesalers during such calendar quarter. 4.03 Promptly after its receipt of funds from the Alliance Wholesalers with respect to any delivery of Product (but not later than 15 days thereafter), ABI shall pay the Scheduled Price thereof to CBAsuch purchases. ABI shall ensure be entitled to set off against such payments any amounts owed to ABI for defective Products (including without limitation, any costs of disposing of such defective Product), or which are due ABI from Redhook pursuant to the terms of this Agreement or otherwise. In the event that its wholly owned Alliance Wholesalers promptly remit payment for Product to ABI. If any non-AB owned Alliance Wholesaler does not pay to ABI the purchase price with respect to any Products purchased by such Alliance Wholesaler within 60 days after delivery thereof, at the option of CBARedhook, ABI shall assign all of its rights to CBA Redhook against such Alliance Wholesaler relating to the purchase price for such Products. 4.04 4.05 Notwithstanding the foregoing provisions of this Article IV, Redhook and ABI recognize that the laws of certain States and/or U.S. federal laws may preclude the parties from implementing the pricing mechanisms described above. Under such circumstances, it is the intention of the parties to comply with the requirements of such laws, without such compliance being a breach of this Agreement. Under such circumstances, Redhook and ABI shall in good faith negotiate a periodic adjustment to the Purchase Price, other affected provisions hereof and the procedures set forth herein where it is permissible to do so, in an amount necessary to restore the same economic benefits Redhook and ABI would have received had the above pricing mechanisms been in effect. In particular, the parties agree that notwithstanding the other provisions in this Agreement, in the State of Washington, AB shall acquire no title to any Product to be sold and Redhook shall sell Product directly to wholesalers pursuant to agreements between such wholesalers and Redhook at prices and on terms determined by Redhook and such wholesalers. (a) Within 45 days after the end of each calendar quarter, Redhook shall deliver a report setting forth the aggregate volume, in case - equivalents, of Product: (i) sold by Redhook in the Territory; and (ii) sold by Redhook in the Territory during the respective calendar quarter in 2003. (b) Contemporaneously with the delivery of such report, Redhook shall pay to ABI shall reduce the payment required by Section 4.03 by the Margin for all Product sold by Redhook to Non-Alliance Wholesalers or Affiliated Wholesalers during such Products; calendar quarter. (c) To the Invoicing Costs; extent that during any calendar quarter, the quantity of Products sold in the Territory by Redhook exceeds the quantity of Products (in each case determined on a case equivalent basis) sold by Redhook in the respective calendar quarter in 2003 in the Territory, Redhook shall pay to ABI the Incremental Margin for all Product sold by Redhook during such calendar quarter. Such payment shall be made contemporaneously with the payment set forth in Section 4.06(b). (d) If during any calendar year, the product of the (i) the Incremental Margin and Taxes(ii) the amount, if any, by which the aggregate volume, in case-equivalents, of Product sold by Redhook in the Territory in such calendar year exceeds the aggregate volume, in case-equivalents of Product sold by Redhook in the Territory during 2003 does not equal the amounts paid by Redhook for such calendar year pursuant to Section 4.06(c), then, within 45 days after the end of such calendar year ABI shall pay to Redhook any amount by which the payments previously made by Redhook pursuant to Section 4.06(c) exceed such product or Redhook shall pay to ABI any amount by which the payments previously made by Redhook are less than such product. (e) The sales used in computing the Incremental Margin for any calendar quarter shall be the sales derived from the sales areas included in the Territory for the calendar quarter for which the Margin is calculated and those sales derived from those same sales areas for the respective calendar quarter in 2003. AdditionallyFor purposes of determining the Margin, the parties agree that Schedule 4.06 sets forth the Product sold by Redhook in the Territory in each calendar quarter of 2003 (excluding the State of Washington). The parties agree that for purposes of determining Incremental Margin to be paid by Redhook in 2004, the calculations set forth in Section 4.06(c) and (d) shall be applied only to that period in 2004 (and the respective period in 2003) occurring after the Commencement Date. (f) For purposes of Section 4.06, sales by Redhook in the State of Washington shall not affect the computation of Margin or Incremental Margin, and Redhook is not required to deliver any reports reflecting sales in the State of Washington. (a) Within 30 days after the end of each calendar month, ABI shall be entitled to setoff against such payment any amounts owed to ABI for defective Products (including without limitation, any costs notify Redhook of disposing such defective Product), or which are due ABI from CBA pursuant the WSC Fees payable with respect to the terms Product delivered by Redhook for such month, and also the product delivered by Redhook to each WSC and the fees incurred with respect to each WSC. Redhook shall pay such WSC Fees within15 days after its receipt of this Agreement notification. (b) Within 45 days after the end of each calendar year, ABI shall notify Redhook of the fees charged by each WSC to which Redhook may ship Product during such calendar year. (c) In the event ABI changes a WSC or otherwiserenegotiates the fees to be paid to a WSC, in either case to which Redhook may be reasonably expected to ship Product, ABI shall notify Redhook of such change or renegotiated fees.