Common use of Soft Drink Supply Arrangements Clause in Contracts

Soft Drink Supply Arrangements. (a) Coca-Cola North America (“CCNA”), a division of The Coca-Cola Company, or an Affiliate thereof owns the post-mix dispensing equipment located at the Restaurants listed on Schedule 6.09(a). Such equipment may include the dispenser unit (e.g., “legacy”, “bevariety”, or “freestyle” equipment), bag-in-box pumps, racks, carbonators, regulators, lines and fittings. Purchaser must either reach an agreement with the Coca-Cola distributor in the area to lease or purchase (with respect to “legacy” or “bevariety” equipment only) the equipment or make arrangements to replace the post-mix dispensing equipment prior to the Effective Time. Purchaser acknowledges the requirement to serve Coca-Cola products in the Restaurants. For the avoidance of doubt, Purchaser shall reimburse Seller for any and all costs and fees charged by CCNA in connection with the termination of any lease between Seller, CCNA and/or one or more of their respective Affiliates for the post-mix dispensing equipment located in the Restaurants; provided that such costs are disclosed on Schedule 6.09(a). (b) CCNA or an Affiliate thereof may have provided funding for the menu boards and combo menu boards (collectively the “Menu Boards”) located at the Restaurants. Any obligations or liabilities that arise from and after the Effective Time and that are owed from Seller to CCNA related to the Menu Boards at the Restaurants, including any obligations for unearned or unamortized menu board funding amounts, shall be included in the Assumed Liabilities and shall be assumed by Purchaser effective as of the Effective Time. Promptly after the Closing, (i) upon the request of CCNA, Purchaser shall execute appropriate documentation prepared by CCNA to reflect such assumption by Purchaser and (ii) if Purchaser is not already a party to a marketing agreement with CCNA, Purchaser shall enter into a beverage marketing agreement with CCNA. (c) CCNA or an Affiliate thereof and Xx Xxxxxx Snapple Group or an Affiliate thereof may have provided advances to Seller based upon the expected volume of Coca-Cola products and Xx Xxxxxx products, respectively, to be purchased in the operation of the Restaurants during the current calendar year. In connection with the reconciliation to be prepared by Seller pursuant to Section 3.03(b), Seller will (i) calculate the amount of such advances that remain unearned as of the Effective Time based upon (A) the purchase of such products prior to the Effective Time in connection with the operation of the Restaurants and (B) the pro rata portion of any fair share charges or similar fees or any related reimbursement payments due to or from CCNA or an Affiliate thereof or Xx Xxxxxx Snapple Group or an Affiliate thereof, as applicable, based upon the portion of the calendar year during which the Restaurants were operated by Seller, and (ii) remit an amount equal to such unearned advances to Purchaser in accordance with Section 3.03(b) (provided that, if Seller has earned more than any such advances, an amount equal to such excess shall be due to Seller from Purchaser in accordance with Section 3.03(b)). Purchaser acknowledges and agrees that any obligations or liabilities to CCNA or an Affiliate thereof or Xx Xxxxxx Snapple Group or an Affiliate thereof in respect of such unearned advances or such fair share charges or similar fees shall be assumed by Purchaser as of the Effective Time and shall be included in the Assumed Liabilities.

Soft Drink Supply Arrangements. (a) Coca-Cola North America (“CCNA”), a division of The Coca-Cola Company, or an Affiliate thereof owns the post-mix dispensing equipment located at the Restaurants listed on Schedule 6.09(a). Such equipment may include the dispenser unit (e.g., “legacy”, “bevariety”, or “freestyle” equipment), bag-in-box pumps, racks, carbonators, regulators, lines and fittings. Purchaser must either reach an agreement with the Coca-Cola distributor in the area to lease or purchase (with respect to “legacy” or “bevariety” equipment only) the equipment or make arrangements to replace the post-mix dispensing equipment prior to the Effective Time. Purchaser acknowledges the requirement to serve Coca-Cola products in the Restaurants. For the avoidance of doubt, Purchaser shall reimburse Seller for any and all costs and fees charged by CCNA in connection with the termination of any lease between Seller, CCNA and/or one or more of their respective Affiliates for the post-mix dispensing equipment located in the Restaurants; provided that such costs are disclosed on Schedule 6.09(a). (b) CCNA or an Affiliate thereof may have provided funding for the menu boards and combo menu boards (collectively the “Menu Boards”) located at the Restaurants. Any obligations or liabilities that arise from and after the Effective Time and that are owed from Seller to CCNA related to the Menu Boards at the Restaurants, including any obligations for unearned or unamortized menu board funding amounts, shall be included in the Assumed Liabilities and shall be assumed by Purchaser effective as of the Effective Time. Promptly after the Closing, (i) upon the request of CCNA, Purchaser shall execute appropriate documentation prepared by CCNA to reflect such assumption by Purchaser and (ii) if Purchaser is not already a party to a marketing agreement with CCNA, Purchaser shall enter into a beverage marketing agreement with CCNA. (c) CCNA or an Affiliate thereof and Xx Dx Xxxxxx Snapple Group or an Affiliate thereof may have provided advances to Seller based upon the expected volume of Coca-Cola products and Xx Dx Xxxxxx products, respectively, to be purchased in the operation of the Restaurants during the current calendar year. In connection with the reconciliation to be prepared by Seller pursuant to Section 3.03(b), Seller will (i) calculate the amount of such advances that remain unearned as of the Effective Time based upon (A) the purchase of such products prior to the Effective Time in connection with the operation of the Restaurants and (B) the pro rata portion of any fair share charges or similar fees or any related reimbursement payments due to or from CCNA or an Affiliate thereof or Xx Dx Xxxxxx Snapple Group or an Affiliate thereof, as applicable, based upon the portion of the calendar year during which the Restaurants were operated by Seller, and (ii) remit an amount equal to such unearned advances to Purchaser in accordance with Section 3.03(b) (provided that, if Seller has earned more than any such advances, an amount equal to such excess shall be due to Seller from Purchaser in accordance with Section 3.03(b)). Purchaser acknowledges and agrees that any obligations or liabilities to CCNA or an Affiliate thereof or Xx Dx Xxxxxx Snapple Group or an Affiliate thereof in respect of such unearned advances or such fair share charges or similar fees shall be assumed by Purchaser as of the Effective Time and shall be included in the Assumed Liabilities.

Soft Drink Supply Arrangements. (a) Coca-Cola North America (“CCNA”), a division of The Coca-Cola Company, or an Affiliate thereof owns the post-mix dispensing equipment located at the Restaurants listed on Schedule 6.09(a6.10(a). Such equipment may include the dispenser unit (e.g., “legacy”, “bevariety”, or “freestyle” equipment), bag-in-box pumps, racks, carbonators, regulators, lines and fittings. Purchaser must either reach an agreement with the Coca-Cola distributor in the area to lease or purchase (with respect to “legacy” or “bevariety” equipment only) the equipment or make arrangements to replace the post-mix dispensing equipment prior to the Effective Time. Purchaser acknowledges the requirement to serve Coca-Cola products in the Restaurants. For the avoidance of doubt, Purchaser shall reimburse Seller for any and all costs and fees charged by CCNA in connection with the termination of any lease between Seller, CCNA and/or one or more of their respective Affiliates for the post-mix dispensing equipment located in the Restaurants; provided that such costs are disclosed on Schedule 6.09(a). (b) CCNA or an Affiliate thereof may have provided funding for the menu boards and combo menu boards (collectively collectively, the “Menu Boards”) located at the Restaurants. Any obligations or liabilities that arise from and after the Effective Time and that are owed from Seller to CCNA related to the Menu Boards at the Restaurants, including any obligations for unearned or unamortized menu board funding amounts, shall be included in the Assumed Liabilities and shall be assumed by Purchaser effective as of the Effective Time. Promptly after the Closing, (i) upon the request of CCNA, Purchaser shall execute appropriate documentation prepared by CCNA to reflect such assumption by Purchaser and (ii) if Purchaser is not already a party to a marketing agreement with CCNA, Purchaser shall enter into a beverage marketing agreement with CCNA. (c) CCNA or an Affiliate thereof and Xx Xxxxxx Snapple Group or an Affiliate thereof may have provided advances to Seller based upon the expected volume of Coca-Cola products and Xx Xxxxxx products, respectively, to be purchased in the operation of the Restaurants during the current calendar year. In connection with the reconciliation to be prepared by Seller within ninety (90) days following the Closing Date pursuant to Section 3.03(b), Seller will (i) calculate the amount of such advances that remain unearned as of the Effective Time based upon (A) the purchase of such products prior to the Effective Time in connection with the operation of the Restaurants and (B) the pro rata portion of any fair share charges or similar fees or any related reimbursement payments due to or from CCNA or an Affiliate thereof or Xx Xxxxxx Snapple Group or an Affiliate thereof, as applicable, based upon the portion of the calendar year during which the Restaurants were operated by Seller, and (ii) remit an amount equal to such unearned advances to Purchaser in accordance with Section 3.03(b) (provided that, if Seller has earned more than any such advances, an amount equal to such excess shall be due to Seller from Purchaser in accordance with Section 3.03(b)). Purchaser acknowledges and agrees that any obligations or liabilities to CCNA or an Affiliate thereof or Xx Xxxxxx Snapple Group or an Affiliate thereof in respect of such unearned advances or such fair share charges or similar fees shall be assumed by Purchaser as of the Effective Time and shall be included in the Assumed Liabilities.

Soft Drink Supply Arrangements. (a) Coca-Cola North America (“CCNA”), a division of The Coca-Cola Company, or an Affiliate thereof owns the post-mix dispensing equipment located at the Restaurants listed on Schedule 6.09(a). Such equipment may include the dispenser unit (e.g., “legacy”, “bevariety”, or “freestyle” equipment)unit, bag-in-box pumps, racks, carbonators, regulators, lines and fittings. Purchaser must either reach an agreement with the Coca-Cola distributor in the area to lease or purchase (with respect to “legacy” or “bevariety” equipment only) the equipment or make arrangements to replace the post-mix dispensing equipment prior to the Effective Time. Purchaser acknowledges the requirement to serve Coca-Cola products in the Restaurants. For the avoidance of doubt, Purchaser shall reimburse Seller for any and all costs and fees charged by CCNA in connection with the termination of any lease between Seller, CCNA and/or one or more of their respective Affiliates for the post-mix dispensing equipment located in the Restaurants; provided that such costs are disclosed on Schedule 6.09(a). (b) CCNA or an Affiliate thereof may have provided funding for the menu boards and combo menu boards (collectively the “Menu Boards”) located at the Restaurants. Any obligations or liabilities that arise from and after the Effective Time and that are owed from Seller to CCNA related to the Menu Boards at the Restaurants, including any obligations for unearned or unamortized menu board funding amounts, shall be included in the Assumed Liabilities and shall be assumed by Purchaser effective as of the Effective Time. Promptly after the Closing, (i) upon the request of CCNA, Purchaser shall execute appropriate documentation prepared by CCNA to reflect such assumption by Purchaser and (ii) if Purchaser is not already a party to a marketing agreement with CCNA, Purchaser shall enter into a beverage marketing agreement with CCNA. (c) CCNA or an Affiliate thereof and Xx Xxxxxx Snapple Group or an Affiliate thereof may have provided advances to Seller based upon the expected volume of Coca-Coca- Cola products and Xx Xxxxxx products, respectively, to be purchased in the operation of the Restaurants during the current calendar year. In connection with the reconciliation to be prepared by Seller pursuant to Section 3.03(b), Seller will (i) calculate the amount of such advances that remain unearned as of the Effective Time based upon (A) the purchase of such products prior to the Effective Time in connection with the operation of the Restaurants and (B) the pro rata portion of any fair share charges or similar fees or any related reimbursement payments due to or from CCNA or an Affiliate thereof or Xx Xxxxxx Snapple Group or an Affiliate thereof, as applicable, based upon the portion of the calendar year during which the Restaurants were operated by Seller, and (ii) remit an amount equal to such unearned advances to Purchaser in accordance with Section 3.03(b) (provided that, if Seller has earned more than any such advances, an amount equal to such excess shall be due to Seller from Purchaser in accordance with Section 3.03(b)). Purchaser acknowledges and agrees that any obligations or liabilities to CCNA or an Affiliate thereof or Xx Xxxxxx Snapple Group or an Affiliate thereof in respect of such unearned advances or such fair share charges or similar fees shall be assumed by Purchaser as of the Effective Time and shall be included in the Assumed Liabilities.

Soft Drink Supply Arrangements. (a) Coca-Cola North America (“CCNA”), a division of The Coca-Cola Company, or an Affiliate thereof owns the post-mix dispensing equipment located at the Restaurants listed on Schedule 6.09(a). Such equipment may include the dispenser unit (e.g., “legacy”Legacy, “bevariety”Bevariety, or “freestyle” Freestyle equipment), bag-in-box pumps, racks, carbonators, regulators, lines and fittings. Purchaser must either reach an agreement with the Coca-Cola distributor in the area to lease or purchase (the purchase is with respect to “legacy” Legacy or “bevariety” Bevariety equipment only) the equipment or make arrangements to replace the post-mix dispensing equipment prior to the Effective Time. Purchaser acknowledges the requirement to serve Coca-Cola products in the Restaurants. For the avoidance of doubt, Purchaser shall reimburse Seller for any and all costs and fees charged by CCNA in connection with the termination of any lease between Seller, CCNA and/or one or more of their respective Affiliates for the post-mix dispensing equipment located in the Restaurants; provided that such costs are disclosed on Schedule 6.09(a). (b) CCNA or an Affiliate thereof may have provided funding for the menu boards and combo menu boards (collectively the “Menu Boards”) located at the Restaurants. Any obligations or liabilities that arise from and after the Effective Time and that are owed from Seller to CCNA related to the Menu Boards at the Restaurants, including any obligations for unearned or unamortized menu board funding amounts, shall be included in the Assumed Liabilities and shall be assumed by Purchaser effective as of the Effective Time. Promptly after the Closing, (i) upon the request of CCNA, Purchaser shall execute appropriate documentation prepared by CCNA to reflect such assumption by Purchaser and (ii) if Purchaser is not already a party to a marketing agreement with CCNA, Purchaser shall enter into a beverage marketing agreement with CCNA. (c) CCNA or an Affiliate thereof and Xx Xxxxxx Snapple Group or an Affiliate thereof may have provided advances to Seller based upon the expected volume of Coca-Cola products and Xx Xxxxxx products, respectively, to be purchased in the operation of the Restaurants during the current calendar year. In connection with the reconciliation to be prepared by Seller pursuant to Section 3.03(b), Seller will (i) calculate the amount of such advances that remain unearned as of the Effective Time based upon (A) the purchase of such products prior to the Effective Time in connection with the operation of the Restaurants and (B) the pro rata portion of any fair share charges or similar fees or any related reimbursement payments due to or from CCNA or an Affiliate thereof or Xx Xxxxxx Snapple Group or an Affiliate thereof, as applicable, based upon the portion of the calendar year during which the Restaurants were operated by Seller, and (ii) remit an amount equal to such unearned advances to Purchaser in accordance with Section 3.03(b) (provided that, if Seller has earned more than any such advances, an amount equal to such excess shall be due to Seller from Purchaser in accordance with Section 3.03(b)). Purchaser acknowledges and agrees that any obligations or liabilities to CCNA or an Affiliate thereof or Xx Xxxxxx Snapple Group or an Affiliate thereof in respect of such unearned advances or such fair share charges or similar fees shall be assumed by Purchaser as of the Effective Time and shall be included in the Assumed Liabilities.

Soft Drink Supply Arrangements. (a) Coca-Cola North America (“CCNA”), a division of The Coca-Cola Company, or an Affiliate thereof owns the post-mix dispensing equipment located at the Restaurants listed on Schedule 6.09(a)6.09. Such equipment may include the dispenser unit (e.g., “legacy”, “bevariety”Bevariety®, or “freestyle” Freestyle® equipment), bag-in-box pumps, racks, carbonators, regulators, lines and fittings. Purchaser must either reach an agreement with the Coca-Cola distributor in the area to lease or purchase (with respect to “legacy” or “bevariety” Bevariety® equipment only) the equipment or make arrangements to replace the post-mix dispensing equipment prior to the Effective Time. Purchaser acknowledges the requirement to serve Coca-Cola products in the Restaurants. For the avoidance of doubt, Purchaser shall reimburse Seller for any and all costs and fees charged by CCNA in connection with the termination of any lease between Seller, CCNA and/or one or more of their respective Affiliates for the post-mix dispensing equipment located in the Restaurants; provided that such costs are disclosed on Schedule 6.09(a)6.09. (b) CCNA or an Affiliate thereof may have provided funding for the menu boards and combo menu boards (collectively the “Menu Boards”) and/or Freestyle equipment located at the Restaurants. Any obligations or liabilities that arise from and after the Effective Time and that are owed from Seller to CCNA related to the Menu Boards or Freestyle equipment at the Restaurants, including any obligations for unearned or unamortized menu board or Freestyle equipment funding amounts, shall be included in the Assumed Liabilities and shall be assumed by Purchaser effective as of the Effective Time. Promptly after the Closing, (i) upon the request of CCNA, Purchaser shall execute appropriate documentation prepared by CCNA to reflect such assumption by Purchaser and (ii) if Purchaser is not already a party to a marketing agreement with CCNA, Purchaser shall enter into a beverage marketing agreement with CCNA. (c) CCNA or an Affiliate thereof and Xx Xxxxxx Snapple Group or an Affiliate thereof may have provided advances to Seller based upon the expected volume of Coca-Cola products and Xx Xxxxxx products, respectively, to be purchased in the operation of the Restaurants during the current calendar year. In connection with the reconciliation to be prepared by Seller pursuant to Section 3.03(b), Seller will (i) calculate the amount of such advances that remain unearned as of the Effective Time based upon (A) the purchase of such products prior to the Effective Time in connection with the operation of the Restaurants and (B) the pro rata portion of any fair share charges or similar fees or any related reimbursement payments due to or from CCNA or an Affiliate thereof or Xx Xxxxxx Snapple Group or an Affiliate thereof, as applicable, based upon the portion of the calendar year during which the Restaurants were operated by Seller, and (ii) remit an amount equal to such unearned advances to Purchaser in accordance with Section 3.03(b) (provided that, if Seller has earned more than any such advances, an amount equal to such excess shall be due to Seller from Purchaser in accordance with Section 3.03(b)). Purchaser acknowledges and agrees that any obligations or liabilities to CCNA or an Affiliate thereof or Xx Xxxxxx Snapple Group or an Affiliate thereof in respect of such unearned advances or such fair DB02/0502991.0000/9783465.8 WP01 share charges or similar fees shall be assumed by Purchaser as of the Effective Time and shall be included in the Assumed Liabilities. (d) In addition to prorating the amounts described in Section 6.09(c) above, in connection with the reconciliation to be prepared by Seller pursuant to Section 3.03(b) Seller agrees to (i) prorate the “Partnership Funding” or “Sign-on Bonus” amounts received for the Restaurants by Seller from CCNA and Xx Xxxxxx Snapple Group or their respective Affiliates effective as of January 1, 2013, and (ii) provide to Purchaser with a credit equal to the unearned portions of such “Partnership Funding” or “Sign-on Bonus”. Such proration will be calculated on a calendar month basis in proportion to the period of ownership of Seller, on the one hand, and Purchaser, on the other hand, and the “Partnership Funding” or “Sign-On Bonus” will be treated as earned on the first day of each calendar month. Purchaser acknowledges and agrees that any obligations or liabilities to CCNA or Xx Xxxxxx Snapple Group or their respective Affiliates in respect of such “Partnership Funding” or “Sign-on Bonus” amounts shall be assumed by Purchaser as of the Effective Time and shall be included in the Assumed Liabilities.