two (2) one thousand barrel (1000 barrel) batches which satisfy all liquid and sleek can packaging specifications. Improvements resulting from the Facility Enhancement shall be the sole and exclusive property of CBC. CBC shall deliver written notice to Boston Beer upon attainment of substantial completion of the Facility Enhancement; provided, however, that such date including successful qualification shall occur no later than May 31, 2019 (the Completion Date).
(b) From and after the Completion Date, notwithstanding anything to the contrary in the Agreement or otherwise, CBC shall commit available packaging capacity to Boston Beer of not less than 10,000,000 cases (725,806 barrels) of 2412 ounce sleek can Products for the twelve-month period commencing on the Completion Date and continuing to the anniversary date thereof, and further continuing for each 12-month period thereafter, ending with the expiration or earlier termination of the Agreement. During such commitment period(s), CBC shall not be required to package in excess of 1,500,000 cases (108,870 barrels) of 2412 ounce sleek can Products in any single calendar month.
(c) In advance of the Completion Date, City Brewing agrees to commit available packaging capacity of not less than 250,000 cases (18,145 barrels) of 2412 ounce sleek loose pack can Products at its LaCrosse Brewery and/or Memphis Brewery (on a combined basis) per calendar month during the period commencing November 1, 2018 and expiring March 31, 2019.
(d) From and after the Effective Date, CBC shall make the following volumes available to Boston Beer for brewing and packaging at the Latrobe Brewery: (i) up to a maximum of 25,000 barrels per month in brewing capacity for beer (lagers and ales) and flavored alcoholic beverages (neutral malt base (NMB) and sugar base (GFB)); (ii) up to a maximum of 1,033,333 cases (75,000 barrels) per month in packaged capacity for non-sleek can Products; and (iii) up to a maximum of 1,102,222 cases (80,000 barrels) per month of packaged capacity for Products through Line 12, across all Products. Attached as Exhibit 3(d) is an example of a monthly Boston Beer production order applying the foregoing parameters.
(e) From and after the Completion Date, CBC may, at its sole option, fulfill some or all of its obligations hereunder at the LaCrosse Brewery or at the Memphis Brewery, except as provided in paragraph (d) above, and provided, further, however, that the first 1,000,000 cases (72,580 barrels) of 2412 ounce sleek can Products in any calendar month will be provided at the Latrobe Brewery and/or the Memphis Brewery.
(f) Notwithstanding anything to the contrary, if CBC is unable, by reason of a labor dispute, governmental action, act of God or the like, to perform its obligations under the Agreement, as amended, at the facility or facilities identified, it shall be entitled to fulfill its commitment at one of its affiliated facilities.
(g) If sleek can production is provided through the Memphis Brewery, Boston Beer shall have the ability to access the Memphis Brewerys variety packing line for up to a maximum of 150,000 cases (10,887 barrels) of 4 flavor 2/12 pack sleek can Products per calendar month, standard City Brewing variety pack pricing to apply.
(h) Upon at least twelve (12) months written request from Boston Beer, CBC shall make capital improvements to the Latrobe Brewery as mutually agreeable by the Parties, at Boston Beers reasonable cost and expense (including variable cost if applicable) to transform 12 oz sleek can production to an alternative can size and configuration to allow Boston Beer to utilize sleek can capacity referenced in this Section. The Parties agree to work collaboratively to implement any changes pursuant to this Section as expeditiously as reasonably possible.
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