Common use of CHARITABLE DISTRIBUTIONS Clause in Contracts

CHARITABLE DISTRIBUTIONS. (a) Groom has the right to allocate the Charitable Allocation to one or more recipients (each a "Donee"). Groom will direct and allocate the Charitable Allocation subject to HDD's consent, such consent not to be unreasonably withheld or delayed. (b) The Charitable Allocation is calculated on a quarterly basis. HDD shall make the accrued Charitable Allocation available for distribution within thirty (30) days following the end of each quarter. HDD agrees to promptly comply with the written instructions from Groom as to how the Charitable Allocation, or any portion thereof, should be distributed to a Donee. (c) Each Donee must meet the following criteria: (1) The Donee must meet all federal and state statutory and regulatory requirements for a tax deductible contribution. (2) A contribution to the Donee must not damage or undermine, in any manner, either party's personal or professional reputation and their respective goodwill nor damage or undermine, in any manner, the personal or professional reputation of any of their respective officers, directors, members, shareholders and employees. (d) Any Charitable Allocation that has not been distributed within a tax year for HDD carries over to successive years and remains available for distribution as provide in this Section 5. (e) For charitable and promotional purposes, HDD may distribute a commercially reasonable quantity of Wine Product to third parties without charge or at a reduced cost (the "Promotional Product"). (f) HDD agrees to make available to Groom a maximum of 50 Cases per year for charitable giving. HDD also agrees to produce approximately 30 3L bottles per year and make such large format bottles available to Groom for charitable giving. Such Cases and large format bottles are deemed to be Promotional Product under this Agreement.