Elimination of Certain Commercial Restrictions. (a) At the Closing, ABI and Buyer shall cause their respective Affiliates to take all action necessary (including the execution and delivery of mutually acceptable amendments, waivers and/or other instruments) such that all contractual restrictions on the ability of Buyer and its Subsidiaries to import, manufacture, distribute, license, market and/or sell any (i) Imported Brands or Licensed Brands in the JV Territory or (ii) ▇▇▇▇▇▇-Branded Products in any territory or jurisdiction to the extent such restrictions are contained in any of the Existing Agreements shall have been terminated as of the Closing. For the avoidance of doubt, this Section 5.20(a) and the termination of contractual restrictions contemplated hereby shall not limit or otherwise affect (A) any contractual restrictions contained in (x) this Agreement, (y) any ▇▇▇▇▇▇-JV Agreement or (z) any agreement entered into as contemplated by Section 5.10 or (B) the application of such contractual restrictions to any products or categories of products other than the Imported Brands, the Licensed Brands or the ▇▇▇▇▇▇-Branded Products. (b) At the Closing, ABI and Buyer shall cause their respective Affiliates to take all action necessary (including the execution and delivery of mutually acceptable amendments, waivers and/or other instruments) such that all contractual restrictions contained in clause 8.9 of the Existing CEE Agreement, clause 11.3 of the Existing Russia Agreement or clause 11.3 of the Existing Ukraine Agreement on the ability of Buyer and its Subsidiaries to import, manufacture, distribute, license, market and/or sell any other brands, which from time to time, are owned, distributed or licensed by, the Buyer or its Subsidiaries shall have been terminated as of the Closing. For the avoidance of doubt, this Section 5.20(b) and the termination of contractual restrictions contemplated hereby shall not limit or otherwise affect (A) any contractual restrictions contained in (x) this Agreement, (y) any ▇▇▇▇▇▇-JV Agreement or (z) any agreement entered into as contemplated by Section 5.10, (B) the exclusive nature of the license of the Staropramen Rights and the Staropramen Trademarks (each, as defined in the Existing Ukraine Agreement and the Existing Russia Agreement, as applicable) under the Existing Ukraine Agreement and the Existing Russia Agreement or (C) the impact of the volume of Other Competing International Premium Beer (as defined in the Existing CEE Agreement) on the right to extend the term of the license pursuant to clause 20 of the Existing CEE Agreement. In the event that Buyer or one of its Affiliates commences the importation, manufacture, distribution, licensing, marketing or sale of any Czech lager beer competing with the Products (as defined in the Existing Ukraine Agreement or the Existing Russia Agreement, as applicable) (“Czech Beer”) in the Territory (as defined in the Existing Ukraine Agreement or the Existing Russia Agreement, as applicable), any minimum sales volume, market share or similar requirements contained in the Existing Ukraine Agreement or the Existing Russia Agreement (as applicable) shall automatically be released effective from and after the introduction of such Czech Beer. Buyer and ABI agree (and shall cause their respective Affiliates to acknowledge and agree) that Buyer shall not, and shall cause its Affiliates not to, exercise any right that Buyer or its Affiliates may have under Section 21.3.2(e) of the Existing Russia Agreement to terminate such agreement until the first anniversary of the Closing (it being understood that (i) such deferral shall not be deemed to be, and shall not be asserted by either party hereto to be, an admission or concession by either party hereto that the ABI Transaction Closing or the conduct of business by ABI and its Affiliates from and after such time does or does not (or would or would not) give rise to a termination right by Buyer or one of its Affiliates pursuant to Section 21.3.2(e) of the Existing Russia Agreement and (ii) the determination of whether Buyer or its Affiliates has a right to terminate the Existing Russia Agreement pursuant to Section 21.3.2(e) thereof from and after the first anniversary of the date hereof shall be made solely based upon the facts, conditions and circumstances existing at such time after the first anniversary of the date hereof and not retroactively based upon any facts, events, conditions or circumstances that occurred or existed during such one year deferral period). (c) At the Closing, ABI and Buyer shall cause their respective Affiliates to take all action necessary (including the execution and delivery of mutually acceptable amendments, waivers and/or other instruments) such that all contractual restrictions contained in clause 11.3 of the Existing CEE Agreement on the ability of ABI and its Subsidiaries (including ▇▇▇▇▇▇ Parent and its Subsidiaries) to import, manufacture, distribute, license, market and/or sell any other brands, which from time to time, are owned, distributed or licensed by, ABI or its Subsidiaries (including ▇▇▇▇▇▇ Parent and its Subsidiaries) shall have been terminated as of the Closing. For the avoidance of doubt, this Section 5.20(c) and the termination of contractual restrictions contemplated hereby shall not limit or otherwise affect any contractual restrictions contained in (x) this Agreement, (y) any ▇▇▇▇▇▇-JV Agreement or (z) any agreement entered into as contemplated by Section 5.10. In the event that ABI or one of its Affiliates commences the importation, manufacture, distribution, licensing, marketing or sale of a beer or other beverage in a Territory (as defined in the Existing CEE Agreement) that competes with a product licensed pursuant to the Existing CEE Agreement in such Territory, any minimum sales volume, market share or similar requirements for such product in such Territory contained in the Existing CEE Agreement shall automatically be released effective from and after the introduction of such competing beer or beverage. (d) At the Closing, Buyer shall cause its Affiliates to take all action necessary (including the execution and delivery of mutually acceptable amendments, waivers and/or other instruments) to (x) waive any termination rights contained in the Existing Agreements (other than the Existing Russia Agreement) that may be exercisable by Buyer or one of its Affiliates as a result of or otherwise arising out of (i) the ABI Transaction Closing or (ii) the continued importation, manufacture, distribution, licensing, marketing or sale of a beer or other beverage by ABI or its Subsidiaries (including ▇▇▇▇▇▇ Parent and its Subsidiaries) that is imported, manufactured, distributed, licensed, marketed or sold in the relevant territory for such Existing Agreement as of the ABI Transaction Closing and (y) waive any claim against ABI or its Subsidiaries (including ▇▇▇▇▇▇ Parent and its Subsidiaries) under the Existing Agreements to the extent such claim arises solely out of (i) the ABI Transaction Closing or (ii) the continued importation, manufacture, distribution, licensing, marketing or sale of a beer or other beverage by ABI or its Subsidiaries (including ▇▇▇▇▇▇ Parent and its Subsidiaries) that is imported, manufactured, distributed, licensed, marketed or sold in the relevant territory for such Existing Agreement as of the ABI Transaction Closing (it being understood that the waivers set forth in this Section 5.20(d) shall not apply to any act by ABI or any of its Subsidiaries (including ▇▇▇▇▇▇ Parent and its Subsidiaries) other than acts described in (i) and
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Sources: Purchase Agreement, Purchase Agreement (Anheuser-Busch InBev SA/NV)
Elimination of Certain Commercial Restrictions. (a) At the Closing, ABI and Buyer shall cause their respective Affiliates to take all action necessary (including the execution and delivery of mutually acceptable amendments, waivers and/or other instruments) such that all contractual restrictions on the ability of Buyer and its Subsidiaries to import, manufacture, distribute, license, market and/or sell any (i) Imported Brands or Licensed Brands in the JV Territory or (ii) ▇▇▇▇▇▇-Branded Products in any territory or jurisdiction to the extent such restrictions are contained in any of the Existing Agreements shall have been terminated as of the Closing. For the avoidance of doubt, this Section 5.20(a) and the termination of contractual restrictions contemplated hereby shall not limit or otherwise affect (A) any contractual restrictions contained in (x) this Agreement, (y) any ▇▇▇▇▇▇-JV Agreement or (z) any agreement entered into as contemplated by Section 5.10 or (B) the application of such contractual restrictions to any products or categories of products other than the Imported Brands, the Licensed Brands or the ▇▇▇▇▇▇-Branded Products.
(b) At the Closing, ABI and Buyer shall cause their respective Affiliates to take all action necessary (including the execution and delivery of mutually acceptable amendments, waivers and/or other instruments) such that all contractual restrictions contained in clause 8.9 of the Existing CEE Agreement, clause 11.3 of the Existing Russia Agreement or clause 11.3 of the Existing Ukraine Agreement on the ability of Buyer and its Subsidiaries to import, manufacture, distribute, license, market and/or sell any other brands, which from time to time, are owned, distributed or licensed by, the Buyer or its Subsidiaries shall have been terminated as of the Closing. For the avoidance of doubt, this Section 5.20(b) and the termination of contractual restrictions contemplated hereby shall not limit or otherwise affect (A) any contractual restrictions contained in (x) this Agreement, (y) any ▇▇▇▇▇▇-JV Agreement or (z) any agreement entered into as contemplated by Section 5.10, (B) the exclusive nature of the license of the Staropramen Rights and the Staropramen Trademarks (each, as defined in the Existing Ukraine Agreement and the Existing Russia Agreement, as applicable) under the Existing Ukraine Agreement and the Existing Russia Agreement or (C) the impact of the volume of Other Competing International Premium Beer (as defined in the Existing CEE Agreement) on the right to extend the term of the license pursuant to clause 20 of the Existing CEE Agreement. In the event that Buyer or one of its Affiliates commences the importation, manufacture, distribution, licensing, marketing or sale of any Czech lager beer competing with the Products (as defined in the Existing Ukraine Agreement or the Existing Russia Agreement, as applicable) (“Czech Beer”) in the Territory (as defined in the Existing Ukraine Agreement or the Existing Russia Agreement, as applicable), any minimum sales volume, market share or similar requirements contained in the Existing Ukraine Agreement or the Existing Russia Agreement (as applicable) shall automatically be released effective from and after the introduction of such Czech Beer. Buyer and ABI agree (and shall cause their respective Affiliates to acknowledge and agree) that Buyer shall not, and shall cause its Affiliates not to, exercise any right that Buyer or its Affiliates may have under Section 21.3.2(e) of the Existing Russia Agreement to terminate such agreement until the first anniversary of the Closing (it being understood that (i) such deferral shall not be deemed to be, and shall not be asserted by either party hereto to be, an admission or concession by either party hereto that the ABI Transaction Closing or the conduct of business by ABI and its Affiliates from and after such time does or does not (or would or would not) give rise to a termination right by Buyer or one of its Affiliates pursuant to Section 21.3.2(e) of the Existing Russia Agreement and (ii) the determination of whether Buyer or its Affiliates has a right to terminate the Existing Russia Agreement pursuant to Section 21.3.2(e) thereof from and after the first anniversary of the date hereof shall be made solely based upon the facts, conditions and circumstances existing at such time after the first anniversary of the date hereof and not retroactively based upon any facts, events, conditions or circumstances that occurred or existed during such one year deferral period).
(c) At the Closing, ABI and Buyer shall cause their respective Affiliates to take all action necessary (including the execution and delivery of mutually acceptable amendments, waivers and/or other instruments) such that all contractual restrictions contained in clause 11.3 of the Existing CEE Agreement on the ability of ABI and its Subsidiaries (including ▇▇▇▇▇▇ Parent and its Subsidiaries) to import, manufacture, distribute, license, market and/or sell any other brands, which from time to time, are owned, distributed or licensed by, ABI or its Subsidiaries (including ▇▇▇▇▇▇ Parent and its Subsidiaries) shall have been terminated as of the Closing. For the avoidance of doubt, this Section 5.20(c) and the termination of contractual restrictions contemplated hereby shall not limit or otherwise affect any contractual restrictions contained in (x) this Agreement, (y) any ▇▇▇▇▇▇-JV Agreement or (z) any agreement entered into as contemplated by Section 5.10. In the event that ABI or one of its Affiliates commences the importation, manufacture, distribution, licensing, marketing or sale of a beer or other beverage in a Territory (as defined in the Existing CEE Agreement) that competes with a product licensed pursuant to the Existing CEE Agreement in such Territory, any minimum sales volume, market share or similar requirements for such product in such Territory contained in the Existing CEE Agreement shall automatically be released effective from and after the introduction of such competing beer or beverage.
(d) At the Closing, Buyer shall cause its Affiliates to take all action necessary (including the execution and delivery of mutually acceptable amendments, waivers and/or other instruments) to (x) waive any termination rights contained in the Existing Agreements (other than the Existing Russia Agreement) that may be exercisable by Buyer or one of its Affiliates as a result of or otherwise arising out of (i) the ABI Transaction Closing or (ii) the continued importation, manufacture, distribution, licensing, marketing or sale of a beer or other beverage by ABI or its Subsidiaries (including ▇▇▇▇▇▇ Parent and its Subsidiaries) that is imported, manufactured, distributed, licensed, marketed or sold in the relevant territory for such Existing Agreement as of the ABI Transaction Closing and (y) waive any claim against ABI or its Subsidiaries (including ▇▇▇▇▇▇ Parent and its Subsidiaries) under the Existing Agreements to the extent such claim arises solely out of (i) the ABI Transaction Closing or (ii) the continued importation, manufacture, distribution, licensing, marketing or sale of a beer or other beverage by ABI or its Subsidiaries (including ▇▇▇▇▇▇ Parent and its Subsidiaries) that is imported, manufactured, distributed, licensed, marketed or sold in the relevant territory for such Existing Agreement as of the ABI Transaction Closing (it being understood that the waivers set forth in this Section 5.20(d) shall not apply to any act by ABI or any of its Subsidiaries (including ▇▇▇▇▇▇ Parent and its Subsidiaries) other than acts described in (i) andand (ii) of this clause (y) that would otherwise constitute a breach of such Existing Agreement); provided that in the event that ABI and its Subsidiaries divest or otherwise sell the rights to any such beer or other beverage after the ABI Transaction Closing and subsequently re-acquire such rights, the waivers set forth in this Section 5.20(d) shall not apply to the importation, manufacture, distribution, licensing, marketing or sale of any such re-acquired beer or other beverage from and after the date of such re-acquisition.
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