PLURAL REFERENCES AS USED HEREIN SHALL BE
DEEMED TO HAVE INTERCHANGEABLY (WHERE THE SENSE OF THE SENTENCE REQUIRES) A
MASCULINE, FEMININE OR NEUTER, AND/OR SINGULAR OR PLURAL MEANING, AS THE CASE
MAY BE.
7
10.7
SEVERABILITY.
IF ANY TERM, PROVISION OR
CONDITION OF THIS AGREEMENT IS DETERMINED BY A COURT OR OTHER JUDICIAL OR
ADMINISTRATIVE TRIBUNAL TO BE ILLEGAL, VOID OR OTHERWISE INEFFECTIVE OR NOT IN
ACCORDANCE WITH PUBLIC POLICY, THE REMAINDER OF THIS AGREEMENT SHALL NOT BE
AFFECTED THEREBY AND SHALL REMAIN IN FULL FORCE AND EFFECT AND SHALL BE
CONSTRUED IN SUCH MANNER SO AS TO PRESERVE THE VALIDITY HEREOF AND THE SUBSTANCE
OF THE TRANSACTIONS HEREIN CONTEMPLATED TO THE EXTENT POSSIBLE.
10.8
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN
ONE OR MORE COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, BUT ALL OF
WHICH TAKEN TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
10.9
EFFECTIVENESS.
THIS AGREEMENT SHALL NOT BE
EFFECTIVE, AND THE RIGHTS AND OBLIGATIONS OF THE RESPECTIVE PARTIES HERETO SHALL
NOT COMMENCE, UNTIL THE CLOSING, AND IN THE EVENT THAT, FOR ANY REASON, THE
CLOSING SHALL NOT OCCUR OR THE PURCHASE AGREEMENT SHALL BE TERMINATED, THIS
AGREEMENT SHALL IMMEDIATELY THEREUPON BE NULL, VOID AND OF NO FORCE AND EFFECT.
10.10
CERTAIN DEFINITIONS.
CAPITALIZED TERMS USED BUT NOT
OTHERWISE DEFINED IN THIS AGREEMENT SHALL HAVE THE MEANINGS GIVEN TO THEM IN THE
PURCHASE AGREEMENT.
(signature page follows)
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IN WITNESS WHEREOF, the parties hereto have caused this Management Services
Agreement to be duly executed as of the date first above written.
THE YUCAIPA COMPANIES LLC, a Delaware
limited liability company
By:
/s/ Robert P. Bermingham
Name:
Robert P. Bermingham
Title:
Vice President
S-1
Management Services Agreement
PATHMARK STORES, INC., a Delaware
corporation
By:
/s/ Frank Vitrano
Name:
Frank Vitrano
Title:
President and Chief Financial Officer
S-2
Management Services Agreement