Common use of Appointment of Dealer Clause in Contracts

Appointment of Dealer. Boston Whaler hereby appoints Dealer as a dealer for the retail sale, display, and servicing of all Boston Whaler product(s), parts and accessories (hereinafter “Product” or “Products”) as identified in the Defined Terms and subject to Boston Whaler’s then current policies and programs applicable to all domestic Boston Whaler dealers selling comparable Products, from the authorized Dealer Location(s) identified in the attached Exhibit A, which Products shall be purchased only from Boston Whaler or an authorized Boston Whaler dealer located in the country in which Dealer is located. Dealer Locations are set forth in the Defined Terms and Exhibit A. During the Term of this Agreement, Boston Whaler shall not appoint other dealers to sell Products from a dealer location within the Territory set forth in the Defined Terms; provided, however, that (i) Boston Whaler reserves the right to modify the Territory or appoint other dealers to sell, display and service Product from dealer locations within the Territory at any time if Dealer closes a Dealer Location without prior written notice to Boston Whaler and prior written approval thereof by Boston Whaler, which approval shall not be unreasonably withheld upon a review by Boston Whaler of Dealer’s abilities to perform the Agreement obligations and as further provided in Section 2, and (ii) Boston Whaler shall have the right to appoint other dealers to sell, display and service Product from dealer locations within the applicable Territory to replace Dealer Locations to which this Agreement no longer applies as a result of the termination of this Agreement as to a specific Dealer Location pursuant to this Section 1 or Section 16 hereof. In addition, notwithstanding the provisions of Section 16D of this Agreement, Boston Whaler shall have the right to appoint other dealers to sell, display and service Product from dealer locations in Dealer’s Territory (related to the applicable Dealer Location(s)) if a Dealer Location (i) sells, displays, or advertises products that are competitive with the Products (other than products of another Brunswick Corporation brand), including without limitation, products of Scout, Xxxxx Xxxxx, Everglades, Edgewater, or Pursuit, (ii) is failing to meet the Performance Standards for reasons other than failure by Boston Whaler to have Product available for purchase, and (iii) does not cure its failure to meet the Performance Standards within sixty (60) days (or six (6) months, if applicable, as referenced below) after written notice of the same from Boston Whaler and good faith efforts by the parties to agree on an appropriate cure during such time period. For purposes of the previous sentence, for those matters related to which a cure cannot be completed within the sixty (60) day time period, Dealer shall have up to six (6) months from the written notice from Boston Whaler to complete the cure, so long as Dealer begins good faith efforts to cure during the initial sixty (60) day time period and continues such efforts during the six (6) month time period. Provided that similar restrictions apply to all domestic Boston Whaler dealers selling comparable Products, Dealer shall not sell, advertise, solicit for sale or offer for resale Products outside of the Territory except as otherwise provided by Boston Whaler’s Advertising Policy or other applicable policy. Dealer may advertise in recognized and established marine publications with cross-territorial distribution provided that when Dealer does so, it specifically identifies its authorized locations as defined in this Agreement and complies with Boston Whaler’s Advertising Policy. Boston Whaler reserves the right in NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUEST. its sole discretion to monitor or otherwise enforce its policies and procedures applicable to all domestic Boston Whaler dealers and will do so on a fair and equitable basis. There are no third party beneficiary rights to such policies and procedures or this Agreement or other dealer agreements. Boston Whaler reserves the right to make sales or provide service in the Territory based upon legitimate business purposes and to appoint other dealers or service providers to sell, display, and/or service products, from any other location outside the Territory. Boston Whaler may also display Products within the Territory for general display and promotional purposes. Boston Whaler shall have the right to adopt and modify policies and programs related to the Products from time to time in its sole discretion and in accordance with its own reasonable business judgment and it will enforce such policies and programs on a fair and equitable basis. Dealer agrees to comply with such policies and programs following receipt of notice thereof from Boston Whaler, including without limitation, through inclusion in Boston Whaler’s Dealer Manual and/or Programs.

Appointment of Dealer. Boston Whaler Sea Ray hereby appoints Dealer as a dealer for the retail sale, display, and servicing of all Boston Whaler Sea Ray product(s), parts and accessories (hereinafter “Product” or “Products”) as identified in the Defined Terms and subject to Boston WhalerSea Ray’s then current policies and programs applicable to all domestic Boston Whaler Sea Ray dealers selling comparable Products, from the authorized Dealer Location(s) identified in the attached Exhibit AA for each Dealer Region, which Products shall be purchased only from Boston Whaler Sea Ray or an authorized Boston Whaler Sea Ray dealer located in the country in which Dealer is located. Dealer Regions and Dealer Locations are set forth in the Defined Terms and Exhibit A. During the Term of this Agreement, Boston Whaler Sea Ray shall not appoint other dealers to sell Products from a dealer location within the Territory set forth in the Defined Terms; provided, however, that (i) Boston Whaler Sea Ray reserves the right to modify the Territory or appoint other dealers to sell, display and service Product from dealer locations within the Territory at any time if Dealer closes a Dealer Location without prior written notice to Boston Whaler Sea Ray and prior written approval thereof by Boston WhalerSea Ray, which approval shall not be unreasonably withheld upon a review by Boston Whaler Sea Ray of Dealer’s abilities to perform the Agreement obligations and as further provided in Section Paragraph 2, and (ii) Boston Whaler shall have the right to appoint other dealers to sell, display and service Product from dealer locations within the applicable Territory to replace Dealer Locations to which this Agreement no longer applies as a result of the termination of this Agreement as to a specific Dealer Location pursuant to this Section 1 or Section 16 hereof. In addition, notwithstanding the provisions of Section 16D of this Agreement, Boston Whaler shall have the right to appoint other dealers to sell, display and service Product from dealer locations in Dealer’s Territory (related to the applicable Dealer Location(s)) if a Dealer Location (i) sells, displays, or advertises products that are competitive with the Products (other than products of another Brunswick Corporation brand), including without limitation, products of Scout, Xxxxx Xxxxx, Everglades, Edgewater, or Pursuit, (ii) is failing to meet the Performance Standards for reasons other than failure by Boston Whaler to have Product available for purchase, and (iii) does not cure its failure to meet the Performance Standards within sixty (60) days (or six (6) months, if applicable, as referenced below) after written notice of the same from Boston Whaler and good faith efforts by the parties to agree on an appropriate cure during such time period. For purposes of the previous sentence, for those matters related to which a cure cannot be completed within the sixty (60) day time period, Dealer shall have up to six (6) months from the written notice from Boston Whaler to complete the cure, so long as Dealer begins good faith efforts to cure during the initial sixty (60) day time period and continues such efforts during the six (6) month time period. Provided that similar restrictions apply to all domestic Boston Whaler Sea Ray dealers selling comparable Products, Dealer shall not sell, advertise, solicit for sale or offer for resale Products outside of the Territory except as otherwise provided by Boston WhalerSea Ray’s Advertising Policy or other applicable policy. Dealer may advertise in recognized and established marine publications with cross-territorial distribution provided that when Dealer does so, it specifically identifies its authorized locations as defined in this Agreement and complies with Boston WhalerSea Ray’s Advertising Policy. Boston Whaler Sea Ray reserves the right in NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUEST. its sole discretion to monitor or otherwise enforce its policies and procedures applicable to all domestic Boston Whaler Sea Ray dealers and will do so on a fair and equitable basis. There are no third party beneficiary rights to such policies and procedures or this Agreement or other dealer agreements. Boston Whaler Sea Ray reserves the right to make sales or provide service in the Territory based upon legitimate business purposes and to appoint other dealers or service providers to sell, display, and/or service products, from any other location outside the Territory. Boston Whaler Sea Ray may also display Products within the Territory for general display and promotional purposes. Boston Whaler Sea Ray shall have the right to adopt and modify policies and programs related to the Products from time to time in its sole discretion and in accordance with its own reasonable business judgment and it will enforce such policies and programs on a fair and equitable basis. Dealer agrees to comply with such policies and programs following receipt of notice thereof from Boston WhalerSea Ray, including without limitation, through inclusion in Boston WhalerSea Ray’s Dealer Manual and/or Programs.

Appointment of Dealer. Boston Whaler Company hereby appoints Dealer as a dealer for the retail sale, display, and servicing of all Boston Whaler product(sthe Product(s), parts and accessories (hereinafter “Product” or “Products”) as identified in the Defined Terms and subject to Boston Whaler’s then current Company's policies and programs applicable to all domestic Boston Whaler dealers selling comparable Productsprograms, from the authorized Dealer Location(s) identified set forth in the attached Exhibit ADefined Terms, which Products shall be purchased only from Boston Whaler Company or an authorized Boston Whaler Company dealer located in the country in which Dealer is located. Dealer Locations are set forth in Except as provided herein, during the Defined Terms and Exhibit A. During the Term term of this Agreement, Boston Whaler Company shall not appoint other dealers to sell Products from a dealer location within the Territory set forth in the Defined Terms; provided, however, however that (i) Boston Whaler Company reserves the right to modify the Territory or appoint other dealers to sell, display and service Product from dealer locations within the Territory at any time if Dealer closes a Dealer Location without prior written notice to Boston Whaler Company and prior written approval thereof by Boston WhalerCompany, which approval shall not be unreasonably withheld upon a review by Boston Whaler Company of Dealer’s 's abilities to perform the Agreement obligations and as further provided in Section 2the applicable Territory, and (ii) Boston Whaler Company shall have the right to appoint other dealers to sell, display and service Product from dealer locations within the applicable Territory to replace Dealer Locations to which this Agreement no longer applies as a result of the termination of this Agreement as to a specific Dealer Location pursuant to this Section 1 2 or Section 16 hereof. In addition, notwithstanding the provisions of Section 16D of this Agreement, Boston Whaler shall have the right to appoint other dealers to sell, display and service Product from dealer locations in Dealer’s Territory (related to the applicable Dealer Location(s)) if a Dealer Location (i) sells, displays, or advertises products that are competitive with the Products (other than products of another Brunswick Corporation brand), including without limitation, products of Scout, Xxxxx Xxxxx, Everglades, Edgewater, or Pursuit, (ii) is failing to meet the Performance Standards for reasons other than failure by Boston Whaler to have Product available for purchase, and (iii) does not cure its failure to meet the Performance Standards within sixty (60) days (or six (6) months, if applicable, as referenced below) after written notice of the same from Boston Whaler and good faith efforts by the parties to agree on an appropriate cure during such time period. For purposes of the previous sentence, for those matters related to which a cure cannot be completed within the sixty (60) day time period, Dealer shall have up to six (6) months from the written notice from Boston Whaler to complete the cure, so long as Dealer begins good faith efforts to cure during the initial sixty (60) day time period and continues such efforts during the six (6) month time period. Provided that similar restrictions apply to all domestic Boston Whaler dealers selling comparable Products, Dealer shall not sell, advertise, solicit for sale or offer for resale Products outside of the Territory except as otherwise provided by Boston WhalerCompany’s Advertising Policy or other applicable policy. However, Dealer may advertise make Product sales to a purchaser located outside the Territory who has entered the Territory, on his/her own, to purchase products. Likewise, other authorized Company dealers may be permitted to make Product sales to a purchaser who is located in recognized the Territory but has, on his/her own, gone outside the Territory to purchase Products. In addition, Company may permit former Company dealers in the Territory to continue to perform warranty work and established marine publications continue to purchase and sell warranty parts and accessories for Products for a period of time after the expiration or termination of their dealer relationship with cross-territorial distribution provided that when Dealer does so, it specifically identifies its authorized locations as defined in this Agreement and complies with Boston Whaler’s Advertising PolicyCompany. Boston Whaler Company reserves the right in NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUEST. its sole discretion to monitor or otherwise enforce its policies and procedures applicable to all domestic Boston Whaler dealers and will do so on a fair and equitable basis. There there are no third party beneficiary rights to such policies and procedures or this Agreement or other dealer agreementsAgreement. Boston Whaler Company also reserves the right to make sales of Products or provide service in the Territory; provided that Company [****] in the Territory based upon legitimate business purposes and to individual consumers. Company further reserves the right to appoint other dealers or service providers to sell, display, and/or service productsProducts, from any other location outside the Territory. Boston Whaler may also display Products , even if Company or other dealers compete with Dealer for purchasers or service within the Territory for general display and promotional purposesTerritory. Boston Whaler Company shall have the right to adopt adopt, modify and modify enforce policies and programs related to the Products from time to time in its sole discretion and in accordance with its own reasonable business judgment and it will enforce such which policies and programs on a fair and equitable basisapply to all of Company’s dealers. Dealer agrees to comply with the material terms of such policies and programs following receipt of notice thereof from Boston Whaler, including without limitation, through inclusion in Boston Whaler’s Dealer Manual and/or Programsprograms.

Appointment of Dealer. Boston Whaler hereby appoints Dealer as a dealer for the retail sale, display, and servicing of all Boston Whaler product(s), parts and accessories (hereinafter “Product” or “Products”) as identified in the Defined Terms and subject to Boston Whaler’s then current policies and programs applicable to all domestic Boston Whaler dealers selling comparable Products, from the authorized Dealer Location(s) identified in the attached Exhibit A, which Products shall be purchased only from Boston Whaler or an authorized Boston Whaler dealer located in the country in which Dealer is located. Dealer Locations are set forth in the Defined Terms and Exhibit A. During the Term of this Agreement, Boston Whaler shall not appoint other dealers to sell Products from a dealer location within the Territory set forth in the Defined Terms; provided, however, that (i) Boston Whaler reserves the right to modify the Territory or appoint other dealers to sell, display and service Product from dealer locations within the Territory at any time if Dealer closes a Dealer Location without prior written notice to Boston Whaler and prior written approval thereof by Boston Whaler, which approval shall not be unreasonably withheld upon a review by Boston Whaler of Dealer’s abilities to perform the Agreement obligations and as further provided in Section 2, and (ii) Boston Whaler shall have the right to appoint other dealers to sell, display and service Product from dealer locations within the applicable Territory to replace Dealer Locations to which this Agreement no longer applies as a result of the termination of this Agreement as to a specific Dealer Location pursuant to this Section 1 or Section 16 hereof. In addition, notwithstanding the provisions of Section 16D of this Agreement, Boston Whaler shall have the right to appoint other dealers to sell, display and service Product from dealer locations in Dealer’s Territory (related to the applicable Dealer Location(s)) if a Dealer Location (i) sells, displays, or advertises products that are competitive with the Products (other than products of another Brunswick Corporation brand), including without limitation, products of Scout, Xxxxx Xxxxx, Everglades, Edgewater, or Pursuit, (ii) is failing to meet the Performance Standards for reasons other than failure by Boston Whaler to have Product available for purchase, and (iii) does not cure its failure to meet the Performance Standards within sixty (60) days (or six (6) months, if applicable, as referenced below) after written notice of the same from Boston Whaler and good faith efforts by the parties to agree on an appropriate cure during such time period. For purposes of the previous sentence, for those matters related to which a cure cannot be completed within the sixty (60) day time period, Dealer shall have up to six (6) months from the written notice from Boston Whaler to complete the cure, so long as Dealer begins good faith efforts to cure during the initial sixty (60) day time period and continues such efforts during the six (6) month time period. Provided that similar restrictions apply to all domestic Boston Whaler dealers selling comparable Products, Dealer shall not sell, advertise, solicit for sale or offer for resale Products outside of the Territory except as otherwise provided by Boston Whaler’s Advertising Policy or other applicable policy. Dealer may advertise in recognized and established marine publications with cross-territorial distribution provided that when Dealer does so, it specifically identifies its authorized locations as defined in this Agreement and complies with Boston Whaler’s Advertising Policy. Boston Whaler reserves the right in NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUEST. its sole discretion to monitor or otherwise enforce its policies and procedures applicable to all domestic Boston Whaler dealers and will do so on a fair and equitable basis. There are no third party beneficiary rights to such policies and procedures or this Agreement or other dealer agreements. Boston Whaler reserves the right to make sales or provide service in the Territory based upon legitimate business purposes and to appoint other dealers or service providers to sell, display, and/or service products, from any other location outside the Territory. Boston Whaler may also display Products within the Territory for general display and promotional purposes. Boston Whaler shall have the right to adopt and modify policies and programs related to the Products from time to time in its sole discretion and in accordance with its own reasonable business judgment and it will enforce such policies and programs on a fair and equitable basis. Dealer agrees to comply with such policies and programs following receipt of notice thereof from Boston Whaler, including without limitation, through inclusion in Boston Whaler’s Dealer Manual and/or Programs.in