AGREEMENT CONCERNING
TRANSFER OF CERTAIN ASSETS
Between And Among
PRICE/COSTCO, INC., PRICE ENTERPRISES, INC.,
THE PRICE COMPANY, PRICE COSTCO INTERNATIONAL, INC.,
COSTCO WHOLESALE CORPORATION, PRICE GLOBAL TRADING, L.L.C.,
PGT, INC., PRICE QUEST, L.L.C., AND PQI., INC.
Dated As Of
November ,1996
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TABLE OF CONTENTS
Page
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1. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2. ACTIONS CONCERNING PRICE GLOBAL . . . . . . . . . . . . . . . . . . . 6
2.1 Price Costco Global Marks . . . . . . . . . . . . . . . . . . . 6
2.2 Future Assignments For Costa Rica & Panama. . . . . . . . . . . 6
2.3 Marianas, Guam & Panama License . . . . . . . . . . . . . . . 11
2.4 Interest In Price Global. . . . . . . . . . . . . . . . . . . 13
2.5 Price Global Operating Agreement. . . . . . . . . . . . . . . 13
3. ACTIONS CONCERNING PRICE QUEST. . . . . . . . . . . . . . . . . . . 14
3.1 Price Quest Marks . . . . . . . . . . . . . . . . . . . . . . 14
3.2 Price Quest License . . . . . . . . . . . . . . . . . . . . . 14
3.3 Interest In Price Quest . . . . . . . . . . . . . . . . . . . 14
3.4 Price Quest Operating Agreement . . . . . . . . . . . . . . . 15
3.5 Quest Operations At PriceCostco . . . . . . . . . . . . . . . 15
3.6 Auto & Travel Operations at PriceCostco . . . . . . . . . . . 15
4. NON-COMPETITION COVENANTS . . . . . . . . . . . . . . . . . . . . . 20
4.1 Termination of Non-Compete Agreements . . . . . . . . . . . . 20
4.2 Marianas, Guam & Panama Non-compete . . . . . . . . . . . . . 20
4.3 Auto/Travel Limits on PriceCostco . . . . . . . . . . . . . . 20
4.4 Auto/Travel Limits on PEI and PriceCostco . . . . . . . . . . 21
4.5 Injunctive Relief . . . . . . . . . . . . . . . . . . . . . . 21
5. COSTS & OTHER MATTERS CONCERNING THE TRANSFERS. . . . . . . . . . . 21
5.1 Fees & Costs. . . . . . . . . . . . . . . . . . . . . . . . . 21
5.2 Representations . . . . . . . . . . . . . . . . . . . . . . . 22
5.3 Trademark Documents . . . . . . . . . . . . . . . . . . . . . 23
5.4 Interim Safeguards. . . . . . . . . . . . . . . . . . . . . . 23
6. CERTAIN "PRICE" MARKS . . . . . . . . . . . . . . . . . . . . . . . 25
6.1 "PriceSmart" Agreement. . . . . . . . . . . . . . . . . . . . 25
6.2 Promotion . . . . . . . . . . . . . . . . . . . . . . . . . . 26
6.3 Registration Preclusion . . . . . . . . . . . . . . . . . . . 26
6.4 Claims to "Price" Marks . . . . . . . . . . . . . . . . . . . 26
7. GENERAL PROVISIONS. . . . . . . . . . . . . . . . . . . . . . . . . 27
7.1 Further Assurances. . . . . . . . . . . . . . . . . . . . . . 27
7.2 Affiliate Compliance. . . . . . . . . . . . . . . . . . . . . 27
7.3 Guaranties. . . . . . . . . . . . . . . . . . . . . . . . . . 28
7.4 Arbitration . . . . . . . . . . . . . . . . . . . . . . . . . 28
7.5 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . 28
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7.6 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
7.7 Amendment; Waiver . . . . . . . . . . . . . . . . . . . . . . 29
7.8 Binding Effect; No Assignments. . . . . . . . . . . . . . . . 30
7.9 Severability. . . . . . . . . . . . . . . . . . . . . . . . . 30
7.10 Interpretation. . . . . . . . . . . . . . . . . . . . . . . . 30
7.11 Complete Agreement. . . . . . . . . . . . . . . . . . . . . . 30
7.12 Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . 30
7.13 Termination . . . . . . . . . . . . . . . . . . . . . . . . . 30
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AGREEMENT CONCERNING TRANSFER OF CERTAIN ASSETS
This AGREEMENT, dated as of November ___, 1996, is by and between
Price/Costco, Inc. ("PRICECOSTCO"); Price Enterprises, Inc. ("PEI"); The
Price Company, a California corporation and wholly-owned subsidiary of
PriceCostco ("TPC"); Price Costco International, Inc., a Nevada corporation
and wholly-owned subsidiary of PriceCostco ("PCII"); Costco Wholesale
Corporation, a Washington corporation and a wholly-owned subsidiary of Price
Costco ("CWC"); Price Global Trading, L.L.C., a Delaware limited liability
company ("PRICE GLOBAL"); PGT, Inc., a Delaware corporation and wholly-owned
subsidiary of PEI ("PGT"); Price Quest, L.L.C., a Delaware limited liability
company ("PRICE QUEST"); and PQI, Inc., a Delaware corporation and
wholly-owned subsidiary of PEI ("PQI").
WHEREAS:
A. PriceCostco and PEI are parties to an Amended and Restated
Agreement of Transfer and Plan of Exchange dated as of November 14, 1994
(the "1994 TRANSFER AGREEMENT"). In connection with the 1994 Transfer
Agreement, PriceCostco, TPC, PEI, and the predecessors of Price Global and
Price Quest entered into various agreements (including operating agreements,
stockholders agreements and trademark assignments and licenses), which set
forth certain rights and obligations of the parties with respect to Price
Quest, Inc., Price Global Trading, Inc. and their assets and operations, and
which transferred several foreign trademarks and service marks from
PriceCostco and its Affiliates to PEI and its Affiliates.
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B. In November 1995, PriceCostco (through TPC) and PEI (through PGT
and PQI) formed two limited liability companies, Price Quest and Price
Global, which succeeded to the rights, liabilities, assets, businesses and
operations of Price Quest, Inc. and Price Global Trading, Inc., respectively.
C. This Agreement is being executed simultaneously with a Stipulation
of Settlement of this date among PriceCostco, PEI and certain other parties
to effect a settlement of litigation entitled IN RE PRICECOSTCO SHAREHOLDER
LITIGATION, Case No. C-94-1874C, pending in the United States District Court
for the Western District of Washington (the "STIPULATION OF SETTLEMENT").
D. On the terms set forth in this Agreement, PriceCostco and PEI now
desire to modify their relationship, effective as of the Effective Date
defined in the Stipulation of Settlement ("Effective Date"), by transferring
and assigning certain trademarks and assets (including, in particular, a
transfer of foreign trademarks and service marks back to PriceCostco and its
Affiliates), by terminating certain of the non-compete agreements between the
parties, and modifying or terminating certain other agreements between or
among the parties concerning the operations of Price Quest and Price Global.
NOW, THEREFORE, for good and adequate consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
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1. DEFINITIONS
1.1 "AUTO REFERRAL PROGRAM" and "TRAVEL PROGRAM" mean,
respectively, (i) the automobile advertising/referral program and (ii) the
travel program, both as operated by Price Quest under the "PriceCostco" name
as of the date of this Agreement.
1.2 "EFFECTIVE DATE" shall have the meaning set forth in the
Stipulation of Settlement.
1.3 "PRICECOSTCO WAREHOUSE" means a "Costco" or "Price Club"
warehouse location at which PriceCostco or its Downstream Affiliates operate
a Club Business.
1.4 "PRICE COSTCO GLOBAL MARKS" means all rights of Price Global,
PGT and PEI and its Affiliates in and to the names, trade names, commercial
names, trademarks and service marks "PRICE CLUB," "PRICE COSTCO" and "PRICE
CLUB COSTCO" in the Specified Geographical Areas, including by not limited to
all stylized presentations of PRICE CLUB, PRICE CLUB COSTCO and PRICE COSTCO,
all designs, logos and marks containing those names, and all pending
applications and registrations for the aforementioned names and marks that
have been made by Price Global, PQI or PEI or its Affiliates.
1.5 "PRICE GLOBAL LLC AGREEMENT" means the Limited Liability
Company Agreement of Price Global Trading, L.L.C. dated as of 27 November
1995, between TPC and PGT.
1.6 "PRICE GLOBAL LICENSE AGREEMENT" means The License Agreement
made as of August 28, 1994 by and among PriceCostco, TPC, Price Global
Trading,
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Inc. and PEI, relating among other things to the "PRICE CLUB" and "PRICE COSTCO"
trademarks in the Northern Mariana Islands (including Guam and Saipan) and the
U.S. Virgin Islands.
1.7 "PRICE GLOBAL OPERATING AGREEMENT" means the Operating Agreement
by and among Price Global Trading, Inc., PEI, PriceCostco and TPC dated as of
August 28, 1994.
1.8 "PRICE GLOBAL'S JOETEN LICENSE" means the License, Software,
Merchandise & Technical Support Agreement entered into as of December 12, 1994
by and among Price Global Trading, Inc. and Joeten Enterprises, Inc.
1.9 "PRICE GLOBAL'S PANAMA LICENSE" means the License, Software,
Merchandise & Technical Support Agreement entered into as of September 21, 1995
by and between Price Global Trading, Inc. and PriceCostco Panama, S.A.
1.10 "PRICE QUEST MARKS" means all rights of Price Quest, PQI and PEI
and its Affiliates in and to the names, trademarks and service marks "PRICE CLUB
QUEST," "PRICE QUEST" and "QUEST" worldwide, including but not limited to all
stylized presentations of "PRICE CLUB QUEST," "PRICE QUEST" and "QUEST" and all
pending applications and registrations for the aforementioned names and marks
that have been made by Price Quest, PQI or PEI or its Affiliates.
1.11 "PRICE QUEST LLC AGREEMENT" means the Limited Liability Company
Agreement of Price Quest, L.L.C. dated as of 27 November 1995, between TPC and
PQI.
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1.12 "PRICE QUEST LICENSE AGREEMENT" means The License Agreement made
as of August 28, 1994 by and among PriceCostco, TPC, Price Quest, Inc. and PEI.
1.13 "PRICE QUEST OPERATING AGREEMENT" means the Operating Agreement
by and among Price Quest, Inc., PEI, PriceCostco and TPC dated as of August 28,
1994.
1.14 "STIPULATION OF SETTLEMENT" shall have the meaning set forth in
Recital C above.
1.15 "1994 TRANSFER AGREEMENT" shall have the meaning set forth in
Recital A above.
1.16 The definitions in Article I of the 1994 Transfer Agreement, in
Section 1 of the Price Global Operating Agreement and in Section 1 of the Price
Quest Operating Agreement among certain of the parties to the extent not
inconsistent with this Agreement, are hereby incorporated by reference and made
a part of this Agreement; EXCEPT that
(a) "SPECIFIED GEOGRAPHICAL AREAS" shall no longer include
Mexico and after the Effective Date shall mean only the Commonwealth of the
Northern Mariana Islands, Guam, Costa Rica and Panama, and
(b) "SPECIFIED COMPANIES" shall mean after the Effective Date
only Sam's Warehouse Club, BJ's Wholesale Club, and Wal-Mart Stores, Inc. and
each of its Affiliates.
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2. ACTIONS CONCERNING PRICE GLOBAL
2.1 PRICE COSTCO GLOBAL MARKS. As of the Effective Date, Price
Global, PGT and PEI hereby convey, transfer and assign to PCII, free and clear
of any liens or encumbrances (but without warranty of registrability,
enforceability or lack of conflict with any third party's trademarks or service
marks), all of their rights, title and interest to and in the Price Costco
Global Marks, and in all applications, registrations and claims relating to
those marks; PROVIDED THAT the "PRICE COSTCO" mark in Costa Rica and Panama will
be assigned only as set forth in paragraph 2.2 below. Contemporaneously with
this Agreement, PEI, PGT and Price Global shall execute the Trademark
Assignments at Exhibits 2.1A through 2.1H hereto, but PCII shall not attempt to
file the Assignments with any governmental authority before the Effective Date.
2.2 FUTURE ASSIGNMENTS FOR COSTA RICA & PANAMA. As shown in Exhibit
5.2A, PGT has five pending applications in both Panama and Costa Rica for the
"PRICE COSTCO" mark in classes 16, 37, 39, 40 and 42. The parties understand
that (1) under present Panamanian law registrations on the five applications in
Panama can issue only if registrations for those same marks first issue in Costa
Rica in the name of Price Global Trading, Inc., (2) the five applications for
those marks have been rejected in Costa Rica and those rejections have been
appealed, and (3) it is in the interest of all of the parties to determine if
the registrations will be issued on these pending applications before they are
assigned to PriceCostco or its Affiliates hereunder. Based on these
understandings, the parties agree as follows:
(a) As of the date of this Agreement and until both the "PRICE
COSTCO" mark for Costa Rica and Panama is assigned to PCII and the rights of
Price
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Global's joint venturer in Panama to use that mark are terminated, PEI, PGT and
Price Global will have the rights and duties (i) diligently to pursue and
prosecute the five pending applications and appeal in Costa Rica, and the five
pending applications in Panama, listed in Exhibit 5.2A for Costa Rica and Panama
covering the "PRICE COSTCO" mark, (ii) to promptly give PriceCostco notice of
all government actions in Costa Rica and in Panama relating to such applications
and appeal; (iii) to oppose Almacenes Cosco's use of and applications for
tradenames, commercial names, service marks and trademarks in Panama which may
in Price Global's view infringe upon the "PRICE COSTCO" mark or otherwise be
confusingly similar thereto; (iv) to take all reasonable steps against Almacenes
Cosco and any other Person using, or filing any application to register as a
trademark, service mark, tradename or commercial name in Panama, the "PRICE
COSTCO" mark or any mark or name which in Price Global's view is confusingly
similar thereto; (v) to promptly inform PriceCostco of any use, application or
registration in Panama of any mark or name of which it is aware and which
infringes or is substantially similar to the "PRICE COSTCO" mark; and (vi) to
promptly inform PriceCostco of the steps it takes to carry out its rights and
duties under this paragraph 2.2, including providing PriceCostco with copies of
all related correspondence and other documents;
(b) In the event PriceCostco believes that PEI, PGT or Price
Global has not taken, but should be taking some action under paragraph 2.2(a),
PriceCostco may so inform PEI; if then PEI, PGT or Price Global declines or
fails to commence such action within fourteen (14) days thereafter, then
PriceCostco may take such action. PEI, PGT and Price Global will provide any
requested consents, and
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PriceCostco shall promptly inform Price Global of the steps it so takes,
including providing PEI with copies of all related correspondence and other
documents. PEI, PGT and Price Global (i) shall have liability under paragraph
2.2(a) only for gross negligence and willful acts or willful omissions where
such negligence, acts or omissions materially adversely affect the "PRICE
COSTCO" mark, or any right, application or registration in or for such mark,
and (ii) may assert as a defense that any loss or damage could have been
mitigated or avoided if PriceCostco had taken action under this paragraph
2.2(b);
(c) As a "safety net" in case registrations on PGT's pending
applications are denied, PriceCostco or PCII will (i) promptly file and
diligently pursue and prosecute in Panama applications for the "PRICE COSTCO"
mark in classes 16, 37, 39, 40 and 42, and PEI, PGT and Price Global will
provide any requested consents; (ii) promptly give PEI notice of all government
actions in Panama relating to such applications; (iii) promptly inform PEI of
the steps it takes to carry out its rights and duties of any party under this
paragraph 2.2(c), including providing PEI with copies of all related
correspondence and other documents;
(d) Each party agrees to promptly sign, and to cause its
Downstream Affiliates to promptly sign, any documentation (including consents)
reasonably necessary to carry out the rights and duties of any party under
paragraphs 2.2(a), (b) and (c), to provide all evidence reasonably necessary,
and to otherwise cooperate, and to cause its Downstream Affiliates to cooperate,
with the other party;
(e) PriceCostco, PCII and CWC may pursue applications in Panama
for "COSTCO", "PRICE CLUB" and "PRICE CLUB COSTCO" trademarks, service marks,
tradenames and commercial names, respond to opposition thereto, and
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in consultation with Price Global oppose Almacenes Cosco's and other Persons'
uses of and applications for tradenames, commercial names, service marks and
trademarks in Panama which may in PriceCostco's view infringe upon any "COSTCO",
"PRICE CLUB" and "PRICE CLUB COSTCO" names or marks; PROVIDED THAT PriceCostco,
PCII and CWC will provide any requested consents regarding PGT's pending
applications for the "PRICE COSTCO" mark in Panama; and PROVIDED also that
nothing in this paragraph 2.2(e) shall be deemed to affect any party's position
concerning any claim of right of PriceCostco and its Affiliates to operate a
business in Panama while Price Global has the right to use the "PRICE COSTCO"
mark in Panama;
(f) All action undertaken by Price Global and its Affiliates
pursuant to paragraphs 2.2(a) through (e) shall be at Price Global's expense,
and all action undertaken by PriceCostco and its Affiliates pursuant to
paragraphs 2.2(a) through (e) shall be at PriceCostco's expense; PROVIDED,
however, that if there is a termination of all rights to use the "PRICE COSTCO"
mark by Price Global's joint venturer in Panama before any of the dates listed
below, the reasonable expenses that are described above and have been incurred
solely with respect to the "PRICE COSTCO" marks will be totalled and PriceCostco
and Price Global shall pay (and reimburse each other for) those expenses in the
following proportions:
IF BEFORE PRICECOSTCO PAYS PRICE GLOBAL PAYS
--------- ---------------- -----------------
10/31/97 100% 0%
10/31/98 66.7% 33.3%
10/31/99 33.3% 66.7%
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PROVIDED ALSO THAT a party whose reasonable expenses are to be paid or
reimbursed shall first provide to the reimbursing party detailed invoices
from and proofs of payment to the payee of each such expense;
(g) As of the Effective Date, PEI, PGT, Price Global and their
Affiliates will not use the "PRICE COSTCO" mark in Costa Rica (except to
pursue the five pending applications there) or allow any other Person to use
them;
(h) PEI, PGT and Price Global will promptly assign to PCII the "PRICE
COSTCO" mark for Costa Rica and for Panama, and promptly execute assignments
in the form requested by PCII if, for all of the five Classes of marks for
which applications are pending (whether in Costa Rica or in Panama), any of
the following has occurred after the Effective Date: (1) a rejection that has
become final after appeal of a pending application in Costa Rica or in
Panama, (2) issuance of a registration in Panama, (3) a termination of rights
to use the "PRICE COSTCO" mark by Price Global's joint venturer in Panama, or
(4) a determination by an arbitrator that PEI or its Affiliates have
materially breached any of its duties under paragraphs 2.2(a) through (g)
subject to the standard set out in paragraph 2.2(b); PROVIDED THAT PCII shall
not attempt to file the assignments in Panama until registrations have issued
in Panama. As an example of the conditions described in items (1) and (2) of
this paragraph, if registrations are issued in Panama for the marks in
Classes 16 and 37 and if applications are denied in Costa Rica for marks in
Classes 39, 40, 42, the conditions for assignment to PCII under this
paragraph 2.2(h) will have been satisfied; and
(i) Price Global shall use diligent and reasonable efforts to
negotiate with its licensee in the Northern Mariana Islands and Guam and with
its joint
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venturer in Panama termination dates of their rights to use the Price Costco
Global Marks by October 3, 1998; and, if that does not occur, at the earliest
possible date before December 12, 2009 for the Northern Mariana Islands and
Guam and December 21, 2015 for Panama.
(j) PEI and its Downstream Affiliates shall use diligent and
reasonable efforts to obtain from Price Global's joint venture partner in
Panama, and from that partner's Affiliates, all applications, registrations,
marks and commercial names containing the words "Price Costco" and "Price
Club." Upon acquiring the same and at the time the "PRICE COSTCO" mark for
Panama is to be assigned under paragraph 2.2(h) above, PEI and its Downstream
Affiliates shall promptly assign to PCII such applications, registrations,
marks and commercial names and promptly execute assignments in the form
requested by PCII. Until and unless such marks and names have been assigned
to Price Global or PGT, PriceCostco and its Downstream Affiliates may oppose
or challenge such applications, registrations, marks or commercial names, but
will discontinue any opposition or challenge upon such assignment to Price
Global or PGT.
2.3 MARIANAS, GUAM & PANAMA LICENSE. As of the Effective Date, the Price
Global License Agreement is hereby amended as follows:
(a) The definition of "Territory" in such license agreement is
modified to mean only the Commonwealth of the Northern Mariana Islands and
Guam and no other territory or country, PROVIDED THAT if the "PRICE COSTCO"
mark for Panama is assigned to PCII, or if registration is granted upon the
"safety net" applications described in paragraph 2.2(c) above, before the
earliest of the dates
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determined under paragraph 2.3(c) below, then Panama shall also be included in
the definition of "Territory" and the definition of "Marks" shall include the
"PRICE COSTCO" mark in Panama;
(b) The Commonwealth of the Northern Mariana Islands and Guam shall
be deleted from the definition of "Territory" in such license agreement on
the earlier of (i) December 12, 2009 (or any earlier date negotiated under
paragraph 2.2(i) above), or (ii) a termination of the rights of Price
Global's licensee in the Northern Mariana Islands and Guam to use the Price
Costco Global Marks under Price Global's Joeten License;
(c) Panama shall be deleted from the definition of "Territory" in
such license agreement on the earlier of (i) December 21, 2015 (or any earlier
date negotiated under paragraph 2.2(i) above), or (ii) a termination of the
rights of Price Global's joint venturer in Panama to use the "PRICE COSTCO"
mark under Price Global's Panama License;
(d) With respect to Panama, the Marks licensed shall include only the
"PRICE COSTCO" mark; and paragraphs 2.2(a), (b), (d), (e), (f) and (i) above
are incorporated by reference and made a part of the Price Global License
Agreement if and so long as Panama is a "Territory" under such license
agreement;
(e) The Price Global License Agreement shall terminate without any
right to renew when all of the Commonwealth of the Northern Mariana Islands,
Guam and Panama have been deleted from, or are not included within, the
definition of "Territory" in such license agreement;
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(f) Except as expressly stated above, the Price Global License
Agreement shall remain in full force and effect;
(g) Any party to the Price Global License Agreement will upon
request sign a reasonable amendment to the Price Global License Agreement
that incorporates the provisions of this paragraph 2.3.
2.4 INTEREST IN PRICE GLOBAL. For one dollar and other good and
valuable consideration the receipt of which is hereby acknowledged, and as of
the Effective Date, TPC hereby sells, conveys, transfers and assigns to PEI
(or to PEI's Downstream Affiliate that PEI has so designated by written
notice to PriceCostco before the Effective Date), free and clear of any liens
or encumbrances, TPC's 49% ownership interest in Price Global, at which time
PEI (or such Downstream Affiliate that PEI has designated above) shall assume
all rights and liabilities of TPC as an LLC member of Price Global; PROVIDED
THAT, with respect to any act, occurrence or communication before the
Effective Date, TPC shall be entitled to enforce Sections 3.15 and 7.5 of the
Price Global LLC Agreement (respectively, concerning "Indemnification" and
"Confidentiality") and shall remain subject to the obligations of said
Section 7.5.
2.5 PRICE GLOBAL OPERATING AGREEMENT. The Price Global Operating
Agreement is hereby terminated and shall be of no further force and effect as
of the Effective Date; EXCEPT that Section 2.2(e) thereof concerning
"Confidentiality" shall remain in effect; EXCEPT that Price Global and PEI
shall, within thirty (30) days of the Effective Date, return to PriceCostco
any information received from PriceCostco or its Affiliates under
Section 2.2(a), (f) & (g) thereof without retaining any copies thereof; and
EXCEPT that PriceCostco and PEI (and their Downstream Affiliates) shall
permit the
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continuation of reciprocal shopping privileges with respect to stores
operated under the Price Costco Global Marks and owned (i) by Joeten
Enterprises, Inc. in the Commonwealth of the Northern Mariana Islands or
Guam, or (ii) by PriceCostco Panama, S.A. in Panama, until the Price Costco
Global Marks are no longer licensed under paragraph 2.3 above for the
territory in which the particular stores are located.
3. ACTIONS CONCERNING PRICE QUEST
3.1 PRICE QUEST MARKS. As of the Effective Date, Price Quest, PQI
and PEI hereby convey, transfer and assign to TPC, free and clear of any
liens or encumbrances (but without warranty of registrability, enforceability
or lack of conflict with any third party's trademarks or service marks), all
of their rights, title and interest to and in the Price Quest Marks, and in
all applications, registrations and claims relating to those marks.
Contemporaneously with this Agreement, PEI, PQI and Price Quest shall execute
the Trademark Assignment at Exhibit 3.1 hereto, but TPC shall not attempt to
file the Assignment with any governmental authority before the Effective
Date. After the Effective Date, Price Quest, PEI and their Affiliates will
not use the names "Quest," "Price Quest" or "Price Club Quest" as a trademark
or service mark, but Price Quest may use the words "Price Quest" solely in
its LLC name.
3.2 PRICE QUEST LICENSE. As of the Effective Date, the Price
Quest License Agreement is hereby terminated.
3.3 INTEREST IN PRICE QUEST. For one dollar and other good and
valuable consideration the receipt of which is hereby acknowledged, and as of
the Effective date, TPC hereby sells, conveys, transfers and assigns to PEI
(or to PEI's
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Downstream Affiliate that PEI has so designated by written notice to
PriceCostco before the Effective Date), free and clear of any liens or
encumbrances, TPC's 49% ownership interest in Price Quest, at which time PEI
(or such Downstream Affiliate that PEI has designated above) shall assume all
rights and liabilities of TPC as an LLC member of Price Quest; PROVIDED THAT,
with respect to any act, occurrence or communication before the Effective
Date, TPC shall be entitled to enforce Sections 3.15 and 7.5 of the Price
Quest LLC Agreement (respectively, concerning "Indemnification" and
"Confidentiality") and shall remain subject to the obligations of said
Section 7.5.
3.4 PRICE QUEST OPERATING AGREEMENT. The Price Quest Operating
Agreement is hereby terminated and of no further force and effect as of the
Effective Date; EXCEPT as stated in paragraph 3.6 below, and EXCEPT that
Section 2.5(f) concerning "Confidentiality" shall remain in effect, and that
Price Quest and PEI shall, within thirty (30) days of the Effective Date and
subject to 3.6(j) below, return to PriceCostco any information and materials
received from PriceCostco or its Affiliates under Section 2.2(a) and 2.3(a)
thereof.
3.5 QUEST OPERATIONS AT PRICECOSTCO. From and after the Effective
Date, neither PEI nor its Affiliates shall operate any part of the Quest
Business in PriceCostco Warehouses or otherwise in connection with or with
reference to PriceCostco except as stated in paragraph 3.6 below.
3.6 AUTO & TRAVEL OPERATIONS AT PRICECOSTCO. From and after the
Effective Date, PEI (or PEI's Downstream Affiliate that PEI has so designated
by written notice to PriceCostco) shall have the right and duty to operate
the Auto Referral Program and the Travel Program, and shall do so only in
those PriceCostco Warehouses in the
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United States in which they are currently operated by Price Quest (or which
are added under paragraph 3.6(d) below), through advertisements published in
The PriceCostco Connection and through promotional materials linked to and
from PriceCostco's Internet home page, under the following terms and
conditions:
(a) The Auto Referral Program and the Travel Program shall be
operated in substantially the same manner, at the same or higher level of
quality and value, and using the same or equivalent space in PriceCostco
Warehouses, as on the date of this Agreement (and, in each such warehouse,
PriceCostco shall (i) provide sufficient space to display one brochure rack
for the Auto Referral Program and one brochure rack and display panel for the
Travel Program and (ii) use best efforts to provide sufficient space to
display one automobile); PROVIDED THAT PEI (or its Downstream Affiliate)
shall provide to PriceCostco, for PriceCostco's prior review and approval
(which approval shall not be unreasonably withheld, or delayed if PriceCostco
has received reasonable advance notice), all brochures, flyers, display
panels, advertisements in The PriceCostco Connection, promotional materials
on the Internet, and other materials concerning these programs, prior to any
publication or distribution thereof to PriceCostco members or to others when
using any PriceCostco name or mark;
(b) PEI (or its Downstream Affiliate) may purchase advertising
for these programs in The PriceCostco Connection on the same terms, net of
discounts, as other advertisers for equivalent advertising space purchased;
(c) PriceCostco will, in PriceCostco Warehouses and in
substantially the same manner as on the date of this Agreement, maintain and
stock
-16-
brochure racks for the Auto Referral Program and Travel Program and provide
for security of these racks and of displayed automobiles;
(d) In each of the fiscal years ending August 1997, 1998 and
1999, PriceCostco shall permit the Auto Referral Program and the Travel
Program to expand into as many as ten (10) additional PriceCostco Warehouses
in the United States (to the extent they exist) which will be selected by
PriceCostco with PEI's consent (which consent shall not be unreasonably
withheld), utilizing space equivalent to the space so used in existing
PriceCostco Warehouses, unless otherwise agreed by the parties.
(e) PEI (or its Downstream Affiliate) may without liability
terminate its rights and duties set forth in this paragraph 3.6 with respect
to either the Auto Referral Program or the Travel Program or both, upon sixty
(60) days written notice to PriceCostco, and such rights and duties will
terminate without any right to renew sixty (60) days from such notice. If
not earlier terminated, all rights and duties under this paragraph 3.6 with
respect to both the Auto Referral Program and the Travel Program will
terminate on October 31, 1999, without any right to renew;
(f) From all operations of these programs that occur before
these rights terminate, PEI (or its Downstream Affiliate) shall pay to
PriceCostco each of the following: (i) for the Auto Program, 20% of the gross
revenues derived from the PriceCostco Auto Program Internet site linked to
and from PriceCostco's Internet home page, and 55% of the gross revenues
derived from all other advertising or promotion via PriceCostco Warehouses,
The PriceCostco Connection or other medium which utilizes the "PriceCostco"
name or mark; (ii) for car rentals, hotel bookings and other travel
-17-
services besides vacation packages and cruises, 15% of the received
commissions derived from any advertising or promotion via PriceCostco
Warehouses, The PriceCostco Connection, the PriceCostco Travel Program
Internet site linked to and from PriceCostco's Internet home page, or other
medium which utilizes the "PriceCostco" name or mark; and (iii) for vacation
packages and cruises, 1% of the net sales derived from any advertising or
promotion via PriceCostco Warehouses, The PriceCostco Connection, the
PriceCostco Travel Program Internet site linked to and from PriceCostco's
Internet home page, or other medium which utilizes the "PriceCostco" name or
mark;
(g) All such amounts shall be paid within fourteen (14)
calendar days of the end of PriceCostco's four-week accounting period in
which the revenues, commissions or sales payments are received by PEI (or its
Downstream Affiliate);
(h) Pursuant to and solely in accordance with the License
Agreement at Exhibit 3.6(h) which PEI shall execute contemporaneously with
this Agreement, PEI (or its Downstream Affiliate) (i) shall only use a
"PriceCostco Auto Program" mark and a "PriceCostco Travel Program" mark in
connection with these programs, and (ii) shall use these marks solely in
flyers and brochures and on brochure racks and display panels placed in
PriceCostco Warehouses, in advertisements in The PriceCostco connection and
in promotional materials linked to and from the PriceCostco Internet home
page, and in non-public communications with auto dealers and travel service
providers;
(i) To the extent they are not inconsistent with the above or
with any other provision of this Agreement, Sections 2.2(b), 2.4(a)(i), and 2.7
-18-
of the Price Quest Operating Agreement are hereby incorporated by reference
EXCEPT that all references to the Quest Business shall be deemed to mean only
the Auto Referral Program and the Travel Program;
(j) Price Quest may retain only such membership information from
PriceCostco's membership database that has become a part of its own customer
database pursuant to Section 2.7 of the Price Quest Operating Agreement, and
neither it nor PEI nor its Affiliates may market or describe its membership
information to others as originating from or including data of PriceCostco or
its Affiliates; and
(k) Notwithstanding any other provisions of this Agreement, PEI (and
its Affiliates) may own and operate any automobile related businesses, any
travel related businesses, and any other Quest Business, in any manner, using
any medium, and in any location (and without any monetary obligation to
PriceCostco), provided that such businesses do not use in any way the names
or marks "PriceCostco," "Price Club" or "Costco," and provided further that
any such activity is not precluded under Section 4.4 of this Agreement.
(l) Price Quest has registered Internet domain names containing the
words "Price Costco Auto" and "Price Costco Travel." PEI and its Downstream
Affiliates will promptly assign to Price Costco (or to a Downstream Affiliate
designated by PriceCostco) or relinquish as directed by PriceCostco (i) the
Internet domain name(s) containing the words "Price Costco Auto" upon any
termination of the Auto Referral Program under Paragraph 3.6(e) above or of
the license to use the mark "Price Costco Auto Program" mentioned in
Paragraph 3.6(h), and (ii) the Internet domain name(s) containing the words
"Price Costco Travel" upon any termination of the Travel Program
-19-
under paragraph 3.6(e) above or of the license to use the mark "Price Costco
Travel Program" mentioned in Paragraph 3.6(h)
4. NON-COMPETITION COVENANTS
4.1 TERMINATION OF NON-COMPETE AGREEMENTS. All agreements and
covenants not to compete between (i) PriceCostco or its Affiliates and
(ii) PEI or its Affiliates (including without limitation Section 6.6 of the
1994 Transfer Agreement) are hereby terminated as of the Effective Date and
shall be of no further force and effect, except as explicitly stated in
paragraphs 4.2, 4.3 and 4.4 below.
4.2 MARIANAS, GUAM & PANAMA NON-COMPETE. As of the Effective Date the
covenants not to compete in Section 6.6(b)(i) of the 1994 Transfer Agreement
and in Section 2.1(a) of the Price Global Operating Agreement shall continue
only (i) within the Commonwealth of the Northern Mariana Islands, Guam and
Panama, and (ii) in duration as follows:
(a) With respect to the Northern Mariana Islands and Guam, only
until the earlier of October 31, 1999, or a termination of Price Global's
Joeten License, and
(b) With respect to Panama, only until the earlier of October 31,
1999, or a termination of Price Global's Panama License.
4.3 AUTO/TRAVEL LIMITS ON PRICECOSTCO. As of the Effective Date until
October 31, 1999, PriceCostco and its Downstream Affiliates may not conduct,
and will not allow any third party to conduct, the Auto Referral Program and
the Travel Program or substantially similar programs in the United States
through PriceCostco
-20-
Warehouses, The PriceCostco Connection or the Internet; PROVIDED THAT
PriceCostco and its Downstream Affiliates may without restriction (i) sell
directly to their members automobiles (but not by referral to a third party
other than a PriceCostco Downstream Affiliate), vacation packages (but not
cruises) and airline tickets, and (ii) investigate, experiment with and
develop other concepts in the auto and travel businesses.
4.4 AUTO/TRAVEL LIMITS ON PEI AND PRICECOSTCO. From the Effective Date
until October 31, 1999, neither PEI nor its Downstream Affiliates, nor
PriceCostco nor its Downstream Affiliates, shall operate or conduct the Auto
Referral Program, the Travel Program or a substantially similar program with,
or from within a location that is owned or operated by, any of the Specified
Companies.
4.5 INJUNCTIVE RELIEF. In the event of a breach or threatened breach
of paragraphs 4.2, 4.3 or 4.4 by any party, the parties agree that money
damages, alone, would be an inadequate remedy, and that the aggrieved party
may, pending arbitration or as part of an arbitral award under paragraph 7.4
below, apply for and obtain injunctive and other equitable relief without
necessity of bond or other security, to prevent or remedy such breach.
5. COSTS & OTHER MATTERS CONCERNING THE TRANSFERS
5.1 FEES & COSTS. Fees and costs shall be paid as follows:
(a) Paragraphs 5.4 below shall apply to certain fees and costs
incurred between the date of this Agreement and the Effective Date with
respect to interim safeguards;
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(b) Paragraph 2.2(f) above shall apply to certain fees and
costs incurred with respect to Panama;
(c) Except as provided in paragraph 2.2(f) for Panama, TPC and
PCII will prepare the documentation for, and cause the filing and recordation
of, the assignments to them under this Agreement, and reimburse those
reasonable fees and costs that PEI and its Affiliates incur to third parties
in connection with such assignments after the Effective Date for acts taken
at the express direction of TPC or PCII; PROVIDED THAT PEI provides detailed
invoices from and proofs of payment to the payee of each expense covered by
this paragraph 5.1(c); and
(d) Otherwise, each party shall be solely responsible for all
fees and costs it incurs with respect to any act or transaction contemplated
by this Agreement.
5.2 REPRESENTATIONS. PEI, PGT, PQI, Price Global and Price Quest
warrant and represent that:
(a) Complete and accurate lists of all applications and
registrations of the Price Costco Global Marks, and of the Price Quest Marks,
that they or their Affiliates own or have filed with any governmental
authority (or that were previously assigned by PriceCostco or its
Affiliates), and of the file numbers, trademark or service mark classes,
registration dates, application dates and status thereof, appear respectively
in Exhibit 5.2A and Exhibit 5.2B hereof;
(b) PGT or Price Global own each of the Price Costco Global
Marks, and neither they nor their Affiliates have (i) licensed or
sub-licensed any of the Price Costco Global Marks except to Joeten
Enterprises, Inc. pursuant to Price Global's Joeten License and to
PriceCostco Panama, S.A. pursuant to Price Global's Panama
-22-
License, or (ii) assigned any of the Price Costco Global Marks (except that
PGT has previously assigned certain of these Marks to Price Global); and
(c) Neither PEI, PQI nor Price Quest nor their Affiliates have
(i) licensed or sub-licensed any of the Price Quest Marks, or (ii) assigned
any of the Price Quest Marks (except that PQI has previously assigned certain
of these Marks to Price Quest).
5.3 TRADEMARK DOCUMENTS. After the Effective Date, PEI, Price
Global and Price Quest shall (i) promptly deliver to PriceCostco all file
wrappers, applications, registrations, files of trademark counsel, and
correspondence to or from any governmental authority that are in their
custody or control and that concern the Price Costco Global Marks and the
Price Quest Marks, and (ii) will promptly sign, and to cause their Downstream
Affiliates to promptly sign, any documentation reasonably necessary to file,
perfect or transfer to PriceCostco and its Affiliates (e.g., PCII and TPC)
any applications or registrations that concern those marks, to provide all
evidence reasonably necessary for these purposes, and to otherwise cooperate,
and to cause their Downstream Affiliates to cooperate, with PriceCostco and
its Affiliates, and use diligent and reasonable efforts to cause their other
Affiliates to do each of the foregoing; PROVIDED THAT this paragraph 5.3 will
apply to the "PRICE COSTCO" mark in Costa Rica and Panama when assignment of
such mark is required under paragraph 2.2(h) above.
5.4 INTERIM SAFEGUARDS. Between the date of this Agreement and the
Effective Date, Price Global, Price Quest, PEI and their Downstream
Affiliates shall
(a) As to Panama, apply paragraphs 2.2(a) through 2.2(f) of
this Agreement as if it applied between the date of this Agreement and the
Effective Date;
-23-
PROVIDED that no reimbursement of expenses will occur if the settlement
referred to in Recital C does not become final;
(b) As to all other countries in the Specified Geographical
Areas, take all necessary or appropriate steps to preserve all applications
and registrations, including all rights and claims relating to those
applications and registrations, with respect to the Price Costco Global
Marks, or the Price Quest Marks, so that no such right, claim application or
registration is abandoned or materially adversely affected, and will at the
request of PriceCostco make filings to preserve rights with respect to the
marks and take steps to oppose uses, applications and registrations that in
PriceCostco's view conflict with any such marks, and PriceCostco will
reimburse PEI for the costs of those steps which are taken between the date
of this Agreement and the Effective Date, which PriceCostco has approved in
advance (which approval may not be unreasonably withheld if PEI gives
reasonable advance notice of the estimated costs and of the specific services
for which such costs will be incurred), and for which PEI provides detailed
invoices from and proofs of payment to the payee of each such expense;
PROVIDED THAT, whether or not the settlement referred to in Recital C becomes
final, PriceCostco will reimburse such costs incurred for new applications
filed at PriceCostco's request and for actions taken at PriceCostco's request
to oppose uses, applications and registrations in countries where PGT or
Price Global do not have applications listed in Exhibit 5.2A; and PROVIDED
further that no other reimbursement will occur if the settlement referred to
in Recital C does not become final; and
(c) Promptly inform PriceCostco of any use, application or
registration in the Specified Geographical Areas (except Panama) of any mark
or name
-24-
of which they are aware and which infringes or is substantially similar to
any of the Price Costco Global Marks, and, at PriceCostco's election,
direction and expense, prosecute or oppose any such use, application or
registration; PROVIDED, however that Price Global, Price Quest, PEI and their
Affiliates may elect to so prosecute or oppose such use, at their own
direction and expense.
5.6 Any reference to a "mark" in this Agreement shall be deemed to
include any stylized form of the mark and any logo or design that includes
the mark.
5.7 Nothing in this Agreement shall affect any rights or
liabilities between or among the parties arising from any tax allocation
agreement, or from any balances owed on previous commercial transactions
between PriceCostco or any of its Downstream Affiliates and either Price
Global, PGT, Price Quest, or PQI.
6. CERTAIN "PRICE" MARKS
6.1 "PRICESMART" AGREEMENT. PriceCostco on behalf of itself and
its Downstream Affiliates and PEI on behalf of itself and its Downstream
Affiliates agree that PEI and its Downstream Affiliates may use the name
"Price" in a "PriceSmart" mark, but they shall not use a "PriceSmart" mark
for or in connection with a Club Business or any other membership activity
named "PriceSmart" in the United States, Canada or Mexico; no such limitation
applies outside the United States, Canada or Mexico.
This limitation as to use of the name "Price" and the mark
"PriceSmart" shall no longer apply commencing 24 months after PriceCostco and
its Downstream Affiliates cease their use of the names and marks "Price
Costco" and "Price Club."
-25-
6.2 PROMOTION. PEI and its Downstream Affiliates shall not in any
way promote their businesses using the "PriceCostco" or "Price Club" names or
marks, or the goodwill associated with those names and marks except as
otherwise in this Agreement provided.
Nothing contained herein shall restrict the employees of PEI or its
Downstream Affiliates from truthfully referencing their prior employment and
responsibilities with PriceCostco or its Downstream Affiliates if, at the
same time, they expressly disclaim any present association with PriceCostco
and Price Club.
6.3 REGISTRATION PRECLUSION. PEI and its Downstream Affiliates and
PriceCostco and its Downstream Affiliates shall each take reasonable steps
and cooperate with each other so that
(a) any application or registration of the "PriceSmart" mark
does not preclude any application or registration by PriceCostco or its
Downstream Affiliates of the "Price Costco" or "Price Club" marks; and
(b) any application or registration of the "Price Costco" or
"Price Club" marks does not preclude any application or registration by PEI
or its Downstream Affiliates of the "PriceSmart" mark.
6.4 CLAIMS TO "PRICE" MARKS. Neither this Agreement, nor the
License Agreement to be executed under paragraph 3.6(h) above, nor any
trademark assignments to be executed pursuant to this Agreement, nor any
Exhibit to this Agreement, nor the Stipulation of Settlement will
(a) Affect any existing or future rights or liabilities of
any party, or between or among the parties, concerning PEI's or its
Affiliates' application for, or
-26-
registration or use of, or any claim of right or cause of action by any of
them to apply for, register or use, currently or in the future, the "PRICE
ONLINE" mark or any other mark or name of which the word "PRICE" is an
element, or any claims, causes of action, oppositions, and objections of
PriceCostco and its Affiliates with respect thereto--except as explicitly
provided in paragraphs 6.1 through 6.3 above and in the licenses and
assignments to be executed pursuant to this Agreement (and said licenses and
assignments shall not be deemed to affect marks or names other than those
which are the subjects of those licenses and assignments); or
(b) Be deemed a waiver of or estoppel with respect to any
rights or liabilities, or an acquiescence in any act or circumstance, with
respect to any such marks.
7. GENERAL PROVISIONS
7.1 FURTHER ASSURANCES. Subject to the terms and conditions of
this Agreement, parties shall (i) use all reasonable efforts to take or cause
to be taken all actions, and do or cause to be done all things, that are
necessary, proper or advisable to consummate and make effective the
transactions contemplated by this Agreement, (ii) to promptly execute any
assignments, documents, instruments or conveyances of any kind which may be
reasonably necessary or advisable to carry out any of the transactions
contemplated hereunder, and (iii) to cooperate with each other in connection
with the foregoing.
7.2 AFFILIATE COMPLIANCE. PriceCostco and PEI shall each cause
each of their Downstream Affiliates, whether now existing or hereafter formed
and whether
-27-
or not named herein, and shall use best efforts to cause any Person who may
hereafter control either of them as well as any such Person's Downstream
Affiliates, (i) to comply with the terms of this Agreement, and (ii) to take
no act that would interfere or be inconsistent with any of the terms of this
Agreement; and shall use diligent and reasonable efforts to cause their other
Affiliates to do each of the foregoing.
7.3 GUARANTIES. To the extent any Downstream Affiliates of PEI or Price-
Costco perform any duties or assume any liabilities hereunder, PEI and Price-
Costco each hereby guarantee the performance of such duties and the discharge
of such liabilities by its respective Downstream Affiliates.
7.4 ARBITRATION. All claims and disputes between or among the parties
to this Agreement relating in any way to this Agreement or its performance,
interpretation, validity, breach or subject matter (including any contract,
tort or statutory claim), shall be resolved by binding arbitration in the
manner set forth in Section 10.3 of the 1994 Transfer Agreement, which is
hereby incorporated by reference and made a part of this Agreement. Before a
party commences any arbitration, it will give the opposing party or parties
written notice of the claim or dispute, and, during the seven (7) days
following the notice, the parties concerned will make diligent and reasonable
efforts to confer at least once (by telephone or in person) in an attempt to
resolve the claim or dispute.
7.5 GOVERNING LAW. This Agreement shall be governed by the laws of the
State of New York (regardless of the laws that might be applicable under
principles of conflicts of law) as to all matters, including but not limited
to matters of validity, construction, effect, performance and remedies.
-28-
7.6 NOTICES. Any notices or other communications required or permitted
hereunder shall be in writing and shall be deemed duly given upon (a)
transmitter's confirmation of a receipt of a facsimile transmission,
(b)confirmed delivery by a standard overnight carrier or (c) the expiration
of five (5) business days after the day when mailed by certified or
registered mail, postage prepaid, addressed to the following addresses (or at
such other address as PriceCostco or PEI shall specify by like notice):
If to PriceCostco or TPC, to:
Price/Costco, Inc.
999 Lake Drive
Issaquah, Washington 95027
Attention: James D. Sinegal
and
Joel Benoliel
If to PEI, Price Global or Price Quest, to:
Price Enterprises, Inc.
4649 Morena Boulevard
San Diego, California 92117
Attention: Robert E. Price
and
Robert M. Gans
Any matter or material for which consent or approval is sought or required
under paragraph 5.4(b) of this Agreement shall first be sent under this
notice provisions to the party from whom consent or approval is sought.
7.7 AMENDMENT: WAIVER. This Agreement may not be amended except by an
instrument in writing signed by each of the parties hereto. Any agreement on
the part of a party hereto to an extension or waiver with respect to any
obligation or
-29-
condition hereunder shall be valid only if set forth in an instrument in
writing signed on behalf of such party.
7.8 BINDING EFFECT: NO ASSIGNMENTS. This Agreement and all of the
provisions hereof shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns. No party may
assign any of its rights or delegate any of its duties hereunder, except as
expressly stated herein or except to a party's Downstream Affiliate.
7.9 SEVERABILITY. If any provision of this Agreement shall be held
invalid, illegal or unenforceable in any respect by a court of competent
jurisdiction, such invalidity, illegality or unenforceability shall not
affect any other provision hereof.
7.10 INTERPRETATION. The descriptive headings contained in this
Agreement are solely for convenience of reference, and do not constitute a
part of this Agreement and shall not in any way affect the meaning or
interpretation of this Agreement.
7.11 COMPLETE AGREEMENT. This Agreement and the Stipulation of
Settlement constitute the entire agreement of the parties with respect to the
subject matter hereof and supersedes all prior agreements and understandings
with respect thereto.
7.12 COUNTERPARTS. This Agreement may be executed in two or more
counterparts all of which shall be considered one and the same agreement and
each of which shall be deemed an original.
7.13 TERMINATION. This Agreement will terminate and be of no further
force or effect if, before the Effective Date, the Stipulation of Settlement
terminates.
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IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed by its duly authorized officers as of the day and year
first above written.
PRICE/COSTCO, INC.
By: /s/ James D. Sinegal
----------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
PRICE ENTERPRISES, INC.
By: /s/ Robert E. Price
----------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
THE PRICE COMPANY
By: /s/ James D. Sinegal
----------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
PRICE COSTCO INTERNATIONAL, INC.
By: /s/ James D. Sinegal
----------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
COSTCO WHOLESALE CORPORATION
By: /s/ James D. Sinegal
----------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
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PRICE GLOBAL TRADING, L.L.C.
By: /s/ Robert E. Price
----------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
PRICE QUEST, L.L.C.
By: /s/ Robert E. Price
----------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
PGT, INC.
By: /s/ Robert E. Price
----------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
PQI, INC.
By: /s/ Robert E. Price
----------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
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