Excluded Stores. Excluded Stores" shall mean any retail and outlet stores operated by any of the Sellers in the United States other than the Purchased Stores.
Excluded Stores. Nothing in this Agreement shall require Flemxxx xx supply Products to any Store the supply of which by Flemxxx xxxld cause Flemxxx xx violate the Non-Compete Agreement dated June 20, 1994, between Flemxxx xxx Di Giorgio Corporation, as amended, or the noncompete covenants in the Asset Purchase Agreement between Flemxxx xxx Associated Grocers, Incorporated dated as of September 10, 1998 ("Excluded Stores"). When the supply of Products to any Excluded Stores would no longer violate either of such agreements such Excluded Stores shall be deemed Stores for all purposes hereunder and Flemxxx xxx Kmart shall cooperate in transitioning to Flemxxx'x xxxply of such Excluded Store as soon as reasonably practicable. Prior to the time that the supply of an Excluded Store by Flemxxx xxxld not violate either of the agreements, if Kmart purchases any Products for such Excluded Store from a third party, Flemxxx xxxll reimburse Kmart on demand for any fees and direct costs reasonably incurred by Kmart over the costs that would have been incurred had Flemxxx xxxcured and delivered such Products, and such purchases shall count toward fulfilling volume requirements necessary to achieve graduated reductions in fees based on purchase volume. Flemxxx xxxll use commercially reasonable efforts to cause the non-compete covenants described in this section to be terminated or to obtain a consent or waiver, at Flemxxx'x xxxense, necessary to permit Flemxxx xx supply Products to any Excluded Stores. Flemxxx xxxll give Kmart notice of any such termination, consent, or waiver as soon as practicable following such termination, consent or waiver.
Excluded Stores. Prior to the Closing Date, Seller shall notify all --------------- lessors of the Excluded Stores in writing (by certified mail) (i) of the transactions contemplated hereby and (ii) that Purchaser is not assuming any obligations or liabilities in respect of the Excluded Stores. Seller shall promptly provide copies of these written notices to Purchaser.
