Common use of Future Acquisitions Clause in Contracts

Future Acquisitions. Buyer may, in the future, acquire other route businesses from independent operators and operate such either under a new wholly-owned subsidiary (if, for example, such acquisition is structured as a stock purchase with the acquired corporation not thereafter being merged into one of the entities comprising Buyer) or under one of Buyer’s existing operating entities (if, for example, such acquisition is structured as an asset purchase). In the event that Buyer consummates any such future acquisitions and the cash consideration paid by Buyer does not exceed $50 million in the aggregate, Buyer or its applicable subsidiary shall remain entitled to the same benefits hereunder as if such person were a party, as an additional “Buyer,” to this Agreement, and in the event any acquisition results in a new wholly-owned or controlled subsidiary of Buyer and the cash consideration paid by Buyer in all prior acquisitions following the date hereof exceeds $50 million, Buyer shall cause such new subsidiary to execute an agreement, in form and substance satisfactory to Seller, adopting the terms of this Agreement as a “Buyer” hereunder and agreeing to be bound by all the terms and provisions hereof; provided, however, that the foregoing shall not require Buyer or any such new subsidiary to take any action that is prohibited by applicable law or is prohibited by, or would otherwise result in a default under or breach of, any agreement or instrument to which Buyer or such new subsidiary is a party and, provided further that, until such time as any such new subsidiary has adopted this Agreement, Buyer shall, subject to the foregoing, cause such new subsidiary to abide and be bound by the terms hereof in the same manner as if such new subsidiary were a party hereto. Notwithstanding the foregoing, in the event Buyer’s new subsidiary is already a party to a supply or similar agreement (exclusive of a supply agreement which was entered into by such new subsidiary in contemplation of Buyer’s acquisition or formation of such new subsidiary), Buyer is not bound to cause such new subsidiary (and such new subsidiary shall not be required) to execute an agreement adopting the terms of this Agreement or to abide and be bound by the terms hereof in any manner. Buyer shall use commercially reasonable efforts to obtain the cancellation or termination of any provision preventing a new subsidiary from becoming a party to this Agreement, provided that Buyer shall not be obligated to expend funds or take any other action adverse to Buyer’s interests in order to obtain such cancellation or termination, and further provided that upon the expiration of any such restrictive provision, Buyer shall, subject to the foregoing, cause such new subsidiary to join in and become a party to this Agreement. Notwithstanding any provision to the contrary herein, this Section 18 and the obligations of Buyer hereunder do not apply to and shall not give effect to for any purpose hereunder either of the two proposed acquisitions specifically identified to Seller by Buyer on or prior to the date hereof.

Future Acquisitions. Buyer may, in the future, acquire other ------------------- route businesses from independent operators and operate such either under a new wholly-owned subsidiary (if, for example, if such acquisition is structured as a stock purchase with the acquired corporation not thereafter being merged into one of the entities comprising Buyer) or under one of Buyer’s 's existing operating entities (if, for example, if such acquisition is structured as an asset purchase). In the event that Buyer consummates any such future acquisitions and the cash consideration paid by Buyer does not exceed $50 million in the aggregateacquisitions, Buyer or its applicable subsidiary shall remain entitled to the same benefits hereunder as if such person were a party, as an additional “"Buyer,” " to this Agreement, and in the event any such acquisition results is structured as a stock purchase, resulting in a new wholly-owned or controlled subsidiary of Buyer and the cash consideration paid by Buyer in all prior acquisitions following the date hereof exceeds $50 millionBuyer, Buyer shall cause such new subsidiary to execute an agreement, in form and substance satisfactory to Seller, adopting the terms of this Agreement as a “"Buyer” " hereunder and agreeing to be bound by all the terms and provisions hereof; provided, however, that the foregoing shall not require Buyer or any such new subsidiary to take any action that is prohibited by applicable law or is prohibited by, or would otherwise result in a default under or breach of, any agreement or instrument to which Buyer or such new subsidiary is a party and, provided further that, until such time as any such new subsidiary has adopted this Agreement, Buyer shall, subject to the foregoing, shall cause such new subsidiary to abide and be bound by the terms hereof in the same manner as if such new subsidiary were a party hereto. Notwithstanding the foregoingHowever, in the event of a stock purchase in which Buyer’s 's new subsidiary is already a party to a supply or similar agreement (exclusive of a supply agreement which was entered into by such new subsidiary in contemplation of Buyer’s acquisition or formation of such new subsidiary)non-cancellable Supply Agreement, Buyer is not bound to cause such new subsidiary (and such new subsidiary shall not be required) to execute an agreement adopting the terms of this Agreement or to abide and be bound by Agreement. In the terms hereof in any manner. Buyer shall use commercially reasonable efforts to obtain the cancellation or termination of any provision preventing a new subsidiary from becoming a party to this Agreement, provided event that Buyer consummates one or more acquisitions which result, in the aggregate, in a twenty five percent (25%) increase in Buyer's annual purchasing requirements, as measured by Buyer's and Kwik Wash Laundries L.P.'s (Kwik Wash Laundries, L.P. was acquired by Coinmach Laundry Corporation, Buyers parent company, during the first quarter of 1997 and was subsequently merged into Coinmach) 1996 combined purchases which shall not be obligated to expend funds or take any other action adverse to deemed the base amount for determining whether Buyer’s interests in order to obtain such cancellation or termination, and further provided that upon the expiration of any such restrictive provision's annual purchases have increased by twenty five percent (25%), Buyer shall, subject and Seller shall mutually agree to reconsider whether the foregoing, cause such new subsidiary specific pricing established by Exhibit A and B attached hereto continues to join be appropriate in and become a party to this Agreement. Notwithstanding any provision to the contrary herein, this Section 18 and the obligations light of Buyer hereunder do not apply to and shall not give effect to for any purpose hereunder either of the two proposed acquisitions specifically identified to Seller by Buyer on or prior to the date hereofBuyer's expanded operations.

Future Acquisitions. Buyer may, in the future, acquire other route businesses from independent operators and operate such businesses either under (a) through a new newly-formed and wholly-owned subsidiary (if, for example, such acquisition is structured as a stock purchase with the acquired corporation not thereafter being merged with and into one of the entities comprising Buyer’s subsidiaries or affiliates) or under (b) through acquisition by one of Buyer’s existing operating entities (if, for example, such acquisition is structured as an asset purchase). In the event that Buyer consummates any such future acquisitions and the cash consideration paid by Buyer does not exceed $50 million in the aggregateaggregate for all such acquisitions, Buyer or its applicable subsidiary or affiliate shall remain entitled to the same rights and benefits hereunder as if such person were a party, party as an additional “Buyer,” to this Agreement, and in the event any acquisition results in a new wholly-wholly- owned or controlled subsidiary of Buyer and the cash consideration paid by Buyer in all prior acquisitions following the date hereof exceeds $50 millionmillion in the aggregate, Buyer shall cause such new subsidiary to execute an agreement, in form and substance reasonably satisfactory to Seller, adopting the terms of this Agreement as a “Buyer” hereunder and agreeing to be bound by all the terms and provisions hereof; provided, however, that the foregoing shall not require Buyer or any such new subsidiary to take any action that is prohibited by applicable law or is prohibited by, or would otherwise result in a default under or breach of, any agreement or instrument to which Buyer or such new subsidiary is a party and, provided further that, until such time as any such new subsidiary has adopted this Agreement, Buyer shall, subject to the foregoing, cause such new subsidiary to abide and be bound by the terms hereof in the same manner as if such new subsidiary were a party hereto. Notwithstanding the foregoing, in the event Buyer’s new subsidiary is already a party to a supply or similar agreement (exclusive of a supply agreement which was entered into by such new subsidiary in contemplation of Buyer’s acquisition or formation of such new subsidiary), Buyer is not bound to cause such new subsidiary (and such new subsidiary shall not be required) to execute an agreement adopting the terms of this Agreement or to abide and be bound by the terms hereof in any mannermanner whatsoever. Buyer shall use commercially reasonable efforts to obtain the cancellation or termination of any provision preventing a new subsidiary from becoming a party to this Agreement, provided that Buyer shall not be obligated to expend funds or take any other action adverse to Buyer’s interests in order to obtain such cancellation or termination, and further provided that upon the expiration of any such restrictive provision, Buyer shall, subject to the foregoing, cause such new subsidiary to join in and become a party to this Agreement. Notwithstanding any provision to the contrary herein, this Section 18 and the obligations of Buyer hereunder do shall not apply to for any reason whatsoever be applicable to, and shall not give otherwise have no force or effect to for any purpose hereunder in relation to, either of the two proposed potential acquisitions specifically identified by Buyer to Seller by Buyer on or prior to the date hereof.

Future Acquisitions. Buyer may, in the future, acquire other route businesses from independent operators and operate such either under a new wholly-owned subsidiary (if, for example, such acquisition is structured as a stock purchase with the acquired corporation not thereafter being merged into one of the entities comprising Buyer) or under one of Buyer’s 's existing operating entities (if, for example, such acquisition is structured as an asset purchase). In the event that Buyer consummates any such future acquisitions and the cash consideration paid by Buyer does not exceed $50 million in the aggregateacquisitions, Buyer or its applicable subsidiary shall remain entitled to the same benefits hereunder as if such person were a party, as an additional “"Buyer,” " to this Agreement, and in the event any such acquisition results in a new wholly-owned or controlled subsidiary of Buyer and the cash consideration paid by Buyer in all prior acquisitions following the date hereof exceeds $50 millionBuyer, Buyer shall cause such new subsidiary to execute an agreement, in form and substance satisfactory to Seller, adopting the terms of this Agreement as a “"Buyer” " hereunder and agreeing to be bound by all the terms and provisions hereof; , provided, however, that the foregoing shall not require Buyer or any such new subsidiary to take any action that is prohibited by applicable law or is prohibited by, or would otherwise result in a default under or breach of, any agreement or instrument to which Buyer or such new subsidiary is a party and, provided further that, until such time as any such new subsidiary has adopted this Agreement, Buyer shall, subject to the foregoing, shall cause such new subsidiary to abide and be bound by the terms hereof in the same manner as if such new subsidiary were a party hereto. Notwithstanding the foregoingHowever, in the event Buyer’s 's new subsidiary is already a party to a non-cancelable supply or similar agreement (exclusive of a supply agreement which was entered into by such new subsidiary in contemplation of Buyer’s 's acquisition or formation of such new subsidiary), Buyer is not bound to cause such new subsidiary (and such new subsidiary shall not be required) to execute an agreement adopting the terms of this Agreement or to abide and be bound by the terms hereof in any manner. Notwithstanding the foregoing provisions, Buyer shall use commercially reasonable efforts to obtain the cancellation or termination of any provision preventing a new subsidiary from becoming a party to this Agreement, provided that Buyer shall not be obligated to expend funds or take any other action adverse to Buyer’s 's interests in order to obtain such cancellation or termination, and further provided that upon the expiration of any such restrictive provision, Buyer shall, subject to the foregoing, shall cause such new subsidiary to join in and become a party to this Agreement. Notwithstanding any provision to the contrary herein, this Section 18 and the obligations of Buyer hereunder do not apply to and shall not give effect to for any purpose hereunder either of the two proposed acquisitions specifically identified to Seller by Buyer on or prior to the date hereof.

Future Acquisitions. Buyer may, in the future, acquire other route businesses from independent operators and operate such either under a new wholly-owned subsidiary (if, for example, such acquisition is structured as a stock purchase with the acquired corporation not thereafter being merged into one of the entities comprising Buyer) or under one of Buyer’s 's existing operating entities (if, for example, such acquisition is structured as as. an asset purchase). In the event that Buyer consummates any such future acquisitions and the cash consideration paid by Buyer does not exceed up to a limit of $50 million in the aggregate, Buyer or its applicable subsidiary shall remain entitled to the same benefits hereunder as if such person were a party, as an additional “"Buyer,” " to this Agreement, and in the event any such acquisition results in a new wholly-owned or controlled subsidiary of Buyer and the cash consideration paid by Buyer in all prior acquisitions following the date hereof exceeds $50 millionBuyer, Buyer shall cause such new subsidiary up to a limit of $50 million of acquisitions for such subsidiaries to execute an agreement, in form and substance satisfactory to Seller, adopting the terms of this Agreement as a “"Buyer” " hereunder and agreeing to be bound by all the terms and provisions hereof; provided, however, that the foregoing shall not require Buyer or any such new subsidiary to take any action for acquisitions in excess of $50 million and that is prohibited by applicable law or is prohibited by, or would otherwise result in a default under or breach of, any **Multiple asterisks throughout this Agreement indicate that the portion of this document so marked has been omitted as a confidential portion of this document and has been filed separately with the Securities and Exchange Commission.** agreement or instrument to which Buyer or such new subsidiary is a party and, provided further that, until such time as any such new subsidiary has adopted this Agreement, Buyer shall, subject to the foregoing, shall cause such new subsidiary to abide and be bound by the terms hereof in the same manner as if such new subsidiary were a party hereto. Notwithstanding the foregoingHowever, in the event Buyer’s 's new subsidiary is already a party to a non-cancelable supply or similar agreement (exclusive of a supply agreement which was entered into by such new subsidiary in contemplation of Buyer’s 's acquisition or formation of such new subsidiary), Buyer is not bound to cause such new subsidiary (and such new subsidiary shall not be required) to execute an agreement adopting the terms of this Agreement or to abide and be bound by the terms hereof in any manner. Notwithstanding the foregoing provisions, Buyer shall use commercially reasonable efforts to obtain the cancellation or termination of any provision preventing a new subsidiary from becoming a party to this Agreement, provided that Buyer shall not be obligated to expend funds or take any other action adverse to Buyer’s 's interests in order to obtain such cancellation or termination, and further provided that upon the expiration of any such restrictive provision, Buyer shall, subject to the foregoing, shall cause such new subsidiary to join in and become a party to this Agreement. Notwithstanding any provision to the contrary herein, this Section 18 and the obligations of Buyer hereunder do not apply to and shall not give effect to for any purpose hereunder either of the two proposed acquisitions specifically identified to Seller by Buyer on or prior to the date hereof.

Future Acquisitions. Buyer may, in the future, acquire other route businesses from independent operators and operate such businesses either under (a) through a new newly-formed and wholly-owned subsidiary (if, for example, such acquisition is structured as a stock purchase with the acquired corporation not thereafter being merged with and into one of the entities comprising Buyer’s subsidiaries or affiliates) or under (b) through acquisition by one of Buyer’s existing operating entities (if, for example, such acquisition is structured as an asset purchase). In the event that Buyer consummates any such future acquisitions and the cash consideration paid by Buyer does not exceed $50 million in the aggregateaggregate for all such acquisitions, Buyer or its applicable subsidiary or affiliate shall remain entitled to the same rights and benefits hereunder as if such person were a party, party as an additional “Buyer,” to this Agreement, and in the event any acquisition results in a new wholly-owned or controlled subsidiary of Buyer and the cash consideration paid by Buyer in all prior acquisitions following the date hereof exceeds $50 millionmillion in the aggregate, Buyer shall cause such new subsidiary to execute an agreement, in form and substance reasonably satisfactory to Seller, adopting the terms of this Agreement as a “Buyer” hereunder and agreeing to be bound by all the terms and provisions hereof; provided, however, that the foregoing shall not require Buyer or any such new subsidiary to take any action that is prohibited by applicable law or is prohibited by, or would otherwise result in a default under or breach of, any agreement or instrument to which Buyer or such new subsidiary is a party and, provided further that, until such time as any such new subsidiary has adopted this Agreement, Buyer shall, subject to the foregoing, cause such new subsidiary to abide and be bound by the terms hereof in the same manner as if such new subsidiary were a party hereto. Notwithstanding the foregoing, in the event Buyer’s new subsidiary is already a party to a supply or similar agreement (exclusive of a supply agreement which was entered into by such new subsidiary in contemplation of Buyer’s acquisition or formation of such new subsidiary), Buyer is not bound to cause such new subsidiary (and such new subsidiary shall not be required) to execute an agreement adopting the terms of this Agreement or to abide and be bound by the terms hereof in any mannermanner whatsoever. Buyer shall use commercially reasonable efforts to obtain the cancellation or termination of any provision preventing a new subsidiary from becoming a party to this Agreement, provided that Buyer shall not be obligated to expend funds or take any other action adverse to Buyer’s interests in order to obtain such cancellation or termination, and further provided that upon the expiration of any such restrictive provision, Buyer shall, subject to the foregoing, cause such new subsidiary to join in and become a party to this Agreement. Notwithstanding any provision to the contrary herein, this Section 18 and the obligations of Buyer hereunder do shall not apply to for any reason whatsoever be applicable to, and shall not give otherwise have no force or effect to for any purpose hereunder in relation to, either of the two proposed potential acquisitions specifically identified by Buyer to Seller by Buyer on or prior to the date hereof.

Future Acquisitions. Buyer may, in the future, acquire other ------------------- route businesses from independent operators and operate such either under a new wholly-owned subsidiary (if, for example, such acquisition is structured as a stock purchase with -------------------------- ** Multiple asterisks indicate that the portion of this document so marked has been omitted as a confidential portion of this document and has been filed separately with the Commission. the acquired corporation not thereafter being merged into one of the entities comprising Buyer) or under one of Buyer’s 's existing operating entities (if, for example, such acquisition is structured as an asset purchase). In the event that Buyer consummates any such future acquisitions and the cash consideration paid by Buyer does not exceed $50 million in the aggregateacquisitions, Buyer or its applicable subsidiary shall remain entitled to the same benefits hereunder as if such person were a party, as an additional “"Buyer,” " to this Agreement, and in the event any such acquisition results in a new wholly-owned or controlled subsidiary of Buyer and the cash consideration paid by Buyer in all prior acquisitions following the date hereof exceeds $50 millionBuyer, Buyer shall cause such new subsidiary to execute an agreement, in form and substance satisfactory to Seller, adopting the terms of this Agreement as a “"Buyer” " hereunder and agreeing to be bound by all the terms and provisions hereof; provided, however, that the foregoing shall not require Buyer or any such new subsidiary to take any action that is prohibited by applicable law or is prohibited by, or would otherwise result in a default under or breach of, any agreement or instrument to which Buyer or such new subsidiary is a party and, provided further that, until such time as any such new subsidiary has adopted this Agreement, Buyer shall, subject to the foregoing, shall cause such new subsidiary to abide and be bound by the terms hereof in the same manner as if such new subsidiary were a party hereto. Notwithstanding the foregoingHowever, in the event Buyer’s 's new subsidiary is already a party to a non- cancellable supply or similar agreement (exclusive of a supply agreement which was entered into by such new subsidiary in contemplation of Buyer’s 's acquisition or formation of such new subsidiary), Buyer is not bound to cause such new subsidiary (and such new subsidiary shall not be required) to execute an agreement adopting the terms of this Agreement or to abide and be bound by the terms hereof in any manner. Notwithstanding the foregoing provisions, Buyer shall use commercially reasonable efforts to obtain the cancellation or termination of any provision preventing a new subsidiary from becoming a party to this Agreement, provided that Buyer shall not be obligated to expend funds or take any other action adverse to Buyer’s 's interests in order to obtain such cancellation or termination, and further provided that upon the expiration of any such restrictive provision, Buyer shall, subject to the foregoing, shall cause such new subsidiary to join in and become a party to this Agreement. Notwithstanding any provision to the contrary herein, this Section 18 and the obligations of Buyer hereunder do not apply to and shall not give effect to for any purpose hereunder either of the two proposed acquisitions specifically identified to Seller by Buyer on or prior to the date hereof.