Common use of Representations and Covenants with Respect to Exclusive Dealings Clause in Contracts

Representations and Covenants with Respect to Exclusive Dealings. Based on the acknowledgements set forth above, and in order to induce JJC to enter into this Agreement, Distributor: (i) represents and warrants to JJC that, except as disclosed on Exhibit A hereto, as of the date of this Agreement Distributor does not provide, directly or indirectly (e.g., through an affiliate or otherwise) any distribution services in any geographic area to companies (each, a “Direct JJC Competitor”) operating multiple-unit restaurants (whether company owned, licensed and/or franchised) consisting of more than ten units and whose sales from its fresh juice and/or blended smoothies are in excess of 10% of its overall annual sales (each such company disclosed on Exhibit A being referred to as a “Permitted Exception”), and (ii) agrees that this Agreement shall be an exclusive dealings agreement in the quick service restaurant industry segment occupied by JJC, insofar that, during the term of this Agreement, Distributor will not, directly or indirectly, provide any distribution services to Direct JJC Competitors in the United States, other than to the Permitted Exceptions and only to the extent allowed under this Section. If Distributor has disclosed any Permitted Exceptions, Distributor shall not be in violation of this Section if it provides distribution services to the Permitted Exceptions, provided, however, that (i) Distributor shall not renew or exercise any option to renew any agreement (written or oral) with the Permitted Exception beyond its current stated term, (ii) in the case of any agreement (written or oral) with a Permitted Exception that does not have a stated term, Distributor will discontinue providing services under the agreement within 16 months from the date hereof, and (iii) Distributor shall not amend, modify or waive any provision thereof that would have the effect of extending the term, expand the scope (geographic, or otherwise) of the agreement, or which would otherwise have the effect of circumventing the provisions of this Section.