Common use of Additional Warehouse Space Clause in Contracts

Additional Warehouse Space. a. Pactiv and ▇▇▇▇▇▇▇▇ recognize that the Parties plan to grow their businesses over the Term, and the growth of their businesses may require additional warehouse space in a U.S. market. The Parties will work together collaboratively and in good faith during the Term to find mutually beneficial solutions for additional warehouse space in the U.S. market. b. In the event that ▇▇▇▇▇▇▇▇’ growth creates the need for additional warehouse space in a U.S. market beyond its current Base Storage capacity and Additional Storage Capacity in the Warehouse supporting Reynolds in that U.S. market under this Agreement, Pactiv will evaluate whether it has unused additional warehouse space within the Warehouse to offer ▇▇▇▇▇▇▇▇. If Pactiv does not have unused additional warehouse space available to offer ▇▇▇▇▇▇▇▇ in a Warehouse in a U.S. market, after taking into account Pactiv's own current operating needs and anticipated growth, Pactiv will assist Reynolds upon request in identifying options for additional warehouse space in the U.S. market. To the extent Pactiv identifies additional warehouse space in the U.S. market that would meet ▇▇▇▇▇▇▇▇’ needs, whether within or outside of the Warehouse serving that U.S. market, Pactiv will provide Reynolds with a proposal to provide and operate the additional warehouse space under this Agreement. Pactiv’s proposal for additional warehouse space will includes a disclosure of cost estimates that Pactiv will incur to provide and operate the additional warehouse space for ▇▇▇▇▇▇▇▇ and the mark-up to be passed to ▇▇▇▇▇▇▇▇ for Pactiv performing these Warehouse Services. ▇▇▇▇▇▇▇▇ will then determine whether to accept Pactiv’s proposal. If ▇▇▇▇▇▇▇▇ accepts Pactiv’s proposal, the Parties will sign an amendment to this Agreement incorporating the agreed upon terms of the accepted proposal. If ▇▇▇▇▇▇▇▇’ rejects Pactiv’s proposal, ▇▇▇▇▇▇▇▇ will have the right to seek alternative arrangements in the U.S. market to secure the additional warehouse space. These arrangements may include Reynolds leasing its own additional warehouse space or setting up its own mixing center(s) to serve the needs of ▇▇▇▇▇▇▇▇’ customers in the U.S. market, which may necessitate Reynolds’ early termination of Warehouse Services at one or more Warehouses in this Schedule in whole or in part. ▇▇▇▇▇▇▇▇ will exercise early termination for all Base Storage Capacity of a Warehouse in a U.S. market only if ▇▇▇▇▇▇▇▇ is unable to procure and operate the required additional warehouse space in the U.S. market in a commercially reasonable manner without consolidating Base Storage Capacity and Additional Storage Capacity with the additional warehouse space in a single facility. In all other circumstances, ▇▇▇▇▇▇▇▇ will exercise early termination for only the portion of Base Storage Capacity of a Warehouse in a U.S. market that is reasonably necessary to procure, consolidate and operate the additional warehouse space in a commercially reasonable manner. In these events, ▇▇▇▇▇▇▇▇ will give Pactiv not less than one hundred eighty (180) days written notice identifying the affected Warehouse(s), the cubic square feet of Basic Storage Capacity in the affected Warehouse(s) and the early termination date(s), and ▇▇▇▇▇▇▇▇ and Pactiv will work together in good faith to minimize cost to both companies. Pactiv reserves the right to contest ▇▇▇▇▇▇▇▇’ exercise of its early termination right in a manner beyond what is reasonably necessary under this Section. If Pactiv does so, the Parties will follow the Dispute Resolution process in the Agreement to resolve the Dispute. By way of clarification, if ▇▇▇▇▇▇▇▇ exercises its early termination right for a portion of the Base Storage Capacity in a Warehouse, the Additional Storage Capacity available for Reynolds in that Warehouse will be eliminated on the early termination date. c. Pactiv and ▇▇▇▇▇▇▇▇ will meet not less than quarterly to review their respective current and anticipated needs for warehouse space in U.S. markets.

Additional Warehouse Space. a. Pactiv and ▇▇▇▇▇▇▇▇ recognize that the Parties plan to grow their businesses over the Term, and the growth of their businesses may require additional warehouse space in a U.S. market. The Parties will work together collaboratively and in good faith during the Term to find mutually beneficial solutions for additional warehouse space in the U.S. market. b. In the event that ▇▇▇▇▇▇▇▇’ growth creates the need for additional warehouse space in a U.S. market beyond its current Base Storage capacity and Additional Storage Capacity in the Warehouse supporting Reynolds ▇▇▇▇▇▇▇▇ in that U.S. market under this Agreement, Pactiv will evaluate whether it has unused additional warehouse space within the Warehouse to offer ▇▇▇▇▇▇▇▇. If Pactiv does not have unused additional warehouse space available to offer ▇▇▇▇▇▇▇▇ in a Warehouse in a U.S. market, after taking into account Pactiv's own current operating needs and anticipated growth, Pactiv will assist Reynolds ▇▇▇▇▇▇▇▇ upon request in identifying options for additional warehouse space in the U.S. market. To the extent Pactiv identifies additional warehouse space in the U.S. market that would meet ▇▇▇▇▇▇▇▇’ needs, whether within or outside of the Warehouse serving that U.S. market, Pactiv will provide Reynolds ▇▇▇▇▇▇▇▇ with a proposal to provide and operate the additional warehouse space under this Agreement. Pactiv’s proposal for additional warehouse space will includes a disclosure of cost estimates that Pactiv will incur to provide and operate the additional warehouse space for ▇▇▇▇▇▇▇▇ and the mark-up to be passed to ▇▇▇▇▇▇▇▇ for Pactiv performing these Warehouse Services. ▇▇▇▇▇▇▇▇ will then determine whether to accept Pactiv’s proposal. If ▇▇▇▇▇▇▇▇ accepts Pactiv’s proposal, the Parties will sign an amendment to this Agreement incorporating the agreed upon terms of the accepted proposal. If ▇▇▇▇▇▇▇▇’ rejects Pactiv’s proposal, ▇▇▇▇▇▇▇▇ will have the right to seek alternative arrangements in the U.S. market to secure the additional warehouse space. These arrangements may include Reynolds ▇▇▇▇▇▇▇▇ leasing its own additional warehouse space or setting up its own mixing center(s) to serve the needs of ▇▇▇▇▇▇▇▇’ customers in the U.S. market, which may necessitate Reynolds▇▇▇▇▇▇▇▇’ early termination of Warehouse Services at one or more Warehouses in this Schedule in whole or in part. ▇▇▇▇▇▇▇▇ will exercise early termination for all Base Storage Capacity of a Warehouse in a U.S. market only if ▇▇▇▇▇▇▇▇ is unable to procure and operate the required additional warehouse space in the U.S. market in a commercially reasonable manner without consolidating Base Storage Capacity and Additional Storage Capacity with the additional warehouse space in a single facility. In all other circumstances, ▇▇▇▇▇▇▇▇ will exercise early termination for only the portion of Base Storage Capacity of a Warehouse in a U.S. market that is reasonably necessary to procure, consolidate and operate the additional warehouse space in a commercially reasonable manner. In these events, ▇▇▇▇▇▇▇▇ will give Pactiv not less than one hundred eighty (180) days written notice identifying the affected Warehouse(s), the cubic square feet of Basic Storage Capacity in the affected Warehouse(s) and the early termination date(s), and ▇▇▇▇▇▇▇▇ and Pactiv will work together in good faith to minimize cost to both companies. Pactiv reserves the right to contest ▇▇▇▇▇▇▇▇’ exercise of its early termination right in a manner beyond what is reasonably necessary under this Section. If Pactiv does so, the Parties will follow the Dispute Resolution process in the Agreement to resolve the Dispute. By way of clarification, if ▇▇▇▇▇▇▇▇ exercises its early termination right for a portion of the Base Storage Capacity in a Warehouse, the Additional Storage Capacity available for Reynolds ▇▇▇▇▇▇▇▇ in that Warehouse will be eliminated on the early termination date. c. Pactiv and ▇▇▇▇▇▇▇▇ will meet not less than quarterly to review their respective current and anticipated needs for warehouse space in U.S. markets.