the Territory.
Such appointment shall only be
exclusive if and to the extent so designated on Exhibit C hereto.
*** Portions hereof have been omitted and filed separately with the Securities
and Exchange Commission pursuant to a request for confidential treatment in
accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
Such appointment shall exclude any SKU/s deleted from distribution pursuant to
Sections 13.b. or 13.f. below.
Unless otherwise agreed in writing by HBC,
Distributor specifically covenants not to sell, market, distribute, assign or
otherwise transfer (collectively, "Transfer") in any manner any Products except
to the Distributor's Accounts which are set forth on Exhibit C, within the
Territory.
Distributor shall be entitled to appoint sub-distributors within the
Territory provided that the terms of such appointments shall not be inconsistent
with the terms and conditions of this Agreement and shall be subject to HBC's
rights hereunder. HBC acknowledges that Distributor intends to appoint certain
sub-distributors with respect to certain specified portions of the Territory,
all as identified on Exhibit B-1 hereto. Distributor's appointment of
sub-distributors, other than the sub-distributors identified on Exhibit B-1 as
of the Effective Date, shall be to supplement and augment but not to replace or
substitute, wholly or partially, any of Distributor's obligations or any of
Distributor's resources, performance capabilities and/or ability to fully
perform all of Distributor's obligations under this Agreement, including without
limitation, as provided in Section 3 below, in the Territory.
Distributor will
remain liable for the actions, omissions and performance of all of Distributor's
sub-distributors.
b.
Distributor hereby agrees not to Transfer any Products, either
directly or indirectly, to any other persons and/or entities located outside the
Territory nor to any persons and/or entities within the Territory for Transfer,
or to persons or entities with regard to whom Distributor has knowledge or
reasonable belief will distribute and/or sell the Products outside of the
Territory, except that, subject to all of the terms and conditions of this
Agreement, Distributor may Transfer Products to other bottlers or distributors
designated by KO that are authorized in writing by HBC for Transfer into such
distributor's or bottler's territory.
c.
Distributor acknowledges and agrees that it has no right to
distribute any products of HBC other than the Products identified in Exhibit A
hereto with an "X."
Any sales by HBC to Distributor of any products of HBC that
are not the Products identified in Exhibit A with an "X" and/or that are not
listed on Exhibit A, and/or any products sold by HBC to Distributor and/or its
sub-distributor(s) beyond the scope, term or after the termination of this
Agreement, with or without cause, for any reason or no reason at all (i) shall
not constitute, be construed as, or give rise to any express or implied
distribution agreement, course of conduct or other relationship between HBC and
Distributor, (ii) shall not confer upon Distributor or its
sub-distributor(s) any rights of any nature whatsoever, including without
limitation to purchase and/or Transfer or