Common use of THE PARTIES MUTUALLY AGREE Clause in Contracts

THE PARTIES MUTUALLY AGREE. A. That this Agreement will continue in full force and effect until terminated by either party in accordance with the terms of this Agreement. B. That, from the date of this Agreement until December 31, 1996, either party may terminate this Agreement without cause, as to one or more Ryder Locations, by giving the other party 60 days prior notice for each such Ryder Location, but in no event can either party alone terminate more than a total number of Ryder Locations that accounted for $1,000,000 in total Consumer Truck Rental ("Division") annual Rental Equipment rental revenue in 1995. C. That, from January 1, 1997 until December 31, 1997, either party may terminate this Agreement without cause, as to one or more Ryder Locations, by giving the other party 60 days prior notice for each such Ryder Location, but in no event can * CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. either party alone terminate more than a total number of Ryder Locations that accounted for $6,000,000 in total Division annual Rental Equipment rental revenue in 1996. D. That, each calendar year after December 31, 1997, either party may terminate this Agreement without cause, as to one or more or all Ryder Locations, to the extent below the terminating party's * Annual Termination Limit (as defined below), by giving the other party 60 days prior notice for each such Ryder Location. The " * Annual Termination Limit" will be equal to a total number of Ryder Locations that accounted for $12,000,000 in total Division annual Rental Equipment rental revenue in the calendar year immediately preceding the calendar year of termination. E. That, notwithstanding any restrictions in 3.B., 3.C. and 3.D., either party may terminate this Agreement at any time with respect to any Ryder Location upon material violation by the other party of any of the Agreement's terms or conditions at or with respect to such Ryder Location, by giving the other party 30 days' notice of and opportunity to cure such violation at such Ryder Location. F. That all notices, consents and other communications hereunder shall be sufficiently given for all purposes hereunder if in writing and delivered personally, sent by documented overnight delivery service or registered or certified mail return receipt requested to the appropriate address set forth below. Notices to Ryder shall be addressed to: Ryder Truck Rental, Inc. ▇▇▇▇ ▇.▇. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: President with a copy to: Ryder System, Inc. ▇▇▇▇ ▇.▇. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: General Counsel or at such other address and to the attention of such other person as Ryder may designate by written notice to IRS. Notices to TRS shall be addressed to: Ryder TRS, Inc. ▇▇▇▇ ▇.▇. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: President * CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. with a copy to: Questor Management Company ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: President and with an additional copy to: ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or at such other address and to the attention of such other person as TRS may designate by written notice to Ryder. G. THAT THIS AGREEMENT (INCLUDING THE SCHEDULES HERETO) WILL, EXCEPT AS PROVIDED IN THIS AGREEMENT OR THE ASSET PURCHASE AGREEMENT OR ANY AGREEMENT ENTERED INTO IN CONNECTION WITH THE ASSET PURCHASE AGREEMENT, CONSTITUTE THE ENTIRE AGREEMENT AND UNDERSTANDING BETWEEN THE PARTIES NOTWITHSTANDING ANY PREVIOUS WRITING OR ORAL UNDERTAKINGS, AND ITS TERMS WILL NOT BE ALTERED BY ANY ORAL AGREEMENT OR INFORMAL WRITING, NOR BY FAILURE TO INSIST UPON PERFORMANCE, OR FAILURE TO EXERCISE ANY RIGHT OR PRIVILEGE. FURTHER, THE TERMS OF THIS AGREEMENT WILL CONTROL OVER ANY CONFLICTING COURSE OF DEALING OR PERFORMANCE, AND ALTERATIONS, ADDITIONS, OR CHANGES IN THIS AGREEMENT WILL BE ACCOMPLISHED ONLY BY WRITTEN ENDORSEMENT HEREON, OR AMENDMENT, EXECUTED BY A DULY AUTHORIZED TRS OFFICIAL AND RYDER OFFICIAL. H. That, in the event either party is required to resort to litigation to enforce its rights under this Agreement, the prevailing party will be entitled to reasonable attorney's fees, costs and expenses. I. That, other than for the limited purposes specifically set forth in this Agreement, Ryder is not TRS's agent for any purpose and under no circumstances ▇▇▇▇ ▇▇▇▇▇, its agents, or employees, be deemed to be TRS employees. J. That in the event any term or condition of this Agreement is determined by a Court of competent jurisdiction to be in violation of or prohibited by any applicable law, such term or condition will be of no force and effect to the extent of such violation or prohibition without otherwise invalidating the other terms and conditions of this Agreement. * CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. K. That any dispute arising under or in connection with this Agreement and any claim affecting its validity, construction, effect, performance or termination may be resolved by the federal courts in the Southern District of Florida or state courts located in Dade, Broward or Monroe County, Florida, to the jurisdiction of which the parties hereby irrevocably submit. L. That this Agreement will not be binding on TRS until executed by a duly authorized TRS official and will be deemed made and entered into in the State of Florida and will be governed and construed under and in accordance with the laws of the State of Florida without regard to the application of Florida's conflict of laws rules. M. Neither party may assign this Agreement without the prior consent of the other party. Notwithstanding the foregoing: (1) TRS may assign this Agreement, upon 10 days prior notice to and without the consent of Ryder, to a party who purchases or acquires, as a going concern, the business of TRS or all or substantially all of TRS's assets, provided, however, that any assignee of this Agreement must (a) agree with Ryder, in writing, to be bound by the terms and provisions hereof, (b) have a debt/equity ratio as good as, TRS's at the time of execution hereof, (c) be the assignee of the competition provisions in Section 6.2(d) of the Asset Purchase Agreement and the following agreements defined in the Asset Purchase Agreement (to the extent such agreements are still existing at the time of such assignment): (i) the Copyright License Agreement, (ii) the Software License Agreement, (iii) the Trademark License Agreement, (iv) the Administrative Services Agreement, (v) the Maintenance Agreement, (vi) the MIS Support Agreement, and (vii) the Used Truck Sales Agreement, and (d) not be one of the parties or an affiliate (as that term is defined in the Asset Purchase Agreement) set forth in paragraph number 8 on Schedule 3 of the Trademark Agreement. In addition, TRS may assign its rights hereunder to any lenders which provide financing to TRS for the purpose of consummating the transactions contemplated under the Asset Purchase Agreement, or refinancing any such financing, including any successor thereto.

THE PARTIES MUTUALLY AGREE. A. That this Agreement will continue in full force and effect until terminated by either party in accordance with the terms of this Agreement. B. That, from the date of this Agreement until December 31, 1996, either party may terminate this Agreement without cause, as to one or more Ryder Locations, by giving the other party 60 days prior notice for each such Ryder Location, but in no event can either party alone terminate more than a total number of Ryder Locations that accounted for $1,000,000 in total Consumer Truck Rental ("Division") annual Rental Equipment rental revenue in 1995. C. That, from January 1, 1997 until December 31, 1997, either party may terminate this Agreement without cause, as to one or more Ryder Locations, by giving the other party 60 days prior notice for each such Ryder Location, but in no event can either party alone terminate more than a total number of Ryder * CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. either party alone terminate more than a total number of Ryder Locations that accounted for $6,000,000 in total Division annual Rental Equipment rental revenue in 1996. D. That, each calendar year after December 31, 1997, either party may terminate this Agreement without cause, as to one or more or all Ryder Locations, to the extent below the terminating party's * Annual Termination Limit (as defined below), by giving the other party 60 days prior notice for each such Ryder Location. The " * Annual Termination Limit" will be equal to a total number of Ryder Locations that accounted for $12,000,000 in total Division annual Rental Equipment rental revenue in the calendar year immediately preceding the calendar year of termination. E. That, notwithstanding any restrictions in 3.B., 3.C. and 3.D., either party may terminate this Agreement at any time with respect to any Ryder Location upon material violation by the other party of any of the Agreement's terms or conditions at or with respect to such Ryder Location, by giving the other party 30 days' notice of and opportunity to cure such violation at such Ryder Location. F. That all notices, consents and other communications hereunder shall be sufficiently given for all purposes hereunder if in writing and delivered personally, sent by documented overnight delivery service or registered or certified mail return receipt requested to the appropriate address set forth below. Notices to Ryder shall be addressed to: Ryder Truck Rental, Inc. ▇▇▇▇ ▇.▇. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: President with a copy to: Ryder System, Inc. ▇▇▇▇ ▇.▇. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: General Counsel or at such other address and to the attention of such other person as Ryder may designate by written notice to IRS. Notices to TRS shall be addressed to: Ryder TRS, Inc. ▇▇▇▇ ▇.▇. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: President with a copy to: * CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. with a copy to: Questor Management Company ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: President and with an additional copy to: ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or at such other address and to the attention of such other person as TRS may designate by written notice to Ryder. G. THAT THIS AGREEMENT (INCLUDING THE SCHEDULES HERETO) WILL, EXCEPT AS PROVIDED IN THIS AGREEMENT OR THE ASSET PURCHASE AGREEMENT OR ANY AGREEMENT ENTERED INTO IN CONNECTION WITH THE ASSET PURCHASE AGREEMENT, CONSTITUTE THE ENTIRE AGREEMENT AND UNDERSTANDING BETWEEN THE PARTIES NOTWITHSTANDING ANY PREVIOUS WRITING OR ORAL UNDERTAKINGS, AND ITS TERMS WILL NOT BE ALTERED BY ANY ORAL AGREEMENT OR INFORMAL WRITING, NOR BY FAILURE TO INSIST UPON PERFORMANCE, OR FAILURE TO EXERCISE ANY RIGHT OR PRIVILEGE. FURTHER, THE TERMS OF THIS AGREEMENT WILL CONTROL OVER ANY CONFLICTING COURSE OF DEALING OR PERFORMANCE, AND ALTERATIONS, ADDITIONS, OR CHANGES IN THIS AGREEMENT WILL BE ACCOMPLISHED ONLY BY WRITTEN ENDORSEMENT HEREON, OR AMENDMENT, EXECUTED BY A DULY AUTHORIZED TRS OFFICIAL AND RYDER OFFICIAL. H. That, in the event either party is required to resort to litigation to enforce its rights under this Agreement, the prevailing party will be entitled to reasonable attorney's fees, costs and expenses. I. That, other than for the limited purposes specifically set forth in this Agreement, Ryder is not TRS's agent for any purpose and under no circumstances ▇▇▇▇ ▇▇▇▇▇, its agents, or employees, be deemed to be TRS employees. J. That in the event any term or condition of this Agreement is determined by a Court of competent jurisdiction to be in violation of or prohibited by any applicable law, such term or condition will be of no force and effect to the extent of such violation or prohibition without otherwise invalidating the other terms and conditions of this Agreement. . K. That any dispute arising under or in connection with this Agreement and any claim affecting its validity, * CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. K. That any dispute arising under or in connection with this Agreement and any claim affecting its validity, . construction, effect, performance or termination may be resolved by the federal courts in the Southern District of Florida or state courts located in Dade, Broward or Monroe County, Florida, to the jurisdiction of which the parties hereby irrevocably submit. L. That this Agreement will not be binding on TRS until executed by a duly authorized TRS official and will be deemed made and entered into in the State of Florida and will be governed and construed under and in accordance with the laws of the State of Florida without regard to the application of Florida's conflict of laws rules. M. Neither party may assign this Agreement without the prior consent of the other party. Notwithstanding the foregoing: (1) TRS may assign this Agreement, upon 10 days prior notice to and without the consent of Ryder, to a party who purchases or acquires, as a going concern, the business of TRS or all or substantially all of TRS's assets, provided, however, that any assignee of this Agreement must (a) agree with Ryder, in writing, to be bound by the terms and provisions hereof, (b) have a debt/equity ratio as good as, TRS's at the time of execution hereof, (c) be the assignee of the competition provisions in Section 6.2(d) of the Asset Purchase Agreement and the following agreements defined in the Asset Purchase Agreement (to the extent such agreements are still existing at the time of such assignment): (i) the Copyright License Agreement, (ii) the Software License Agreement, (iii) the Trademark License Agreement, (iv) the Administrative Services Agreement, (v) the Maintenance Agreement, (vi) the MIS Support Agreement, and (vii) the Used Truck Sales Agreement, and (d) not be one of the parties or an affiliate (as that term is defined in the Asset Purchase Agreement) set forth in paragraph number 8 on Schedule 3 of the Trademark Agreement. In addition, TRS may assign its rights hereunder to any lenders which provide financing to TRS for the purpose of consummating the transactions contemplated under the Asset Purchase Agreement, or refinancing any such financing, including any successor thereto.