Seller’s Base Level Clause Samples

Seller’s Base Level. As used herein, the “Seller’s Base Level” shall mean the number of cases of groceries and other merchandise sold by Seller to the Wholesale Customers during the Seller’s most recently completed fiscal year ending on February 2, 2008, which amount is 10,506,173 cases. For purposes of determining the number of cases sold by Purchaser during the first twelve (12) months following the Closing, the parties agree that they will employ the same methodology and measurement practices as used in determining Seller’s Base Level. Further, if there is a material change in ordering or order fulfillment practices on behalf of either party (for example, with respect to the mix of shippers, mods and individual case units) within the first twelve (12) months following the Closing, the parties agree to make any necessary adjustment to the Seller's Base Level to account for such change.