Additional Agent Merchandise Sample Clauses

Additional Agent Merchandise. (b) As used in this Agreement the following terms have the respective meanings set forth below:
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Additional Agent Merchandise. (a) Set forth on Exhibit 8.10(a) is Agent’s preliminary Additional Agent Merchandise purchasing plan, which Merchant has approved and which is subject to modification by Agent, in the exercise of Agent’s reasonable discretion, from time to time from and after the date hereof. Subject to compliance with applicable law, Agent shall, at Agent’s sole cost and expense, supplement the Merchandise in the Stores with goods of like kind and quality as is customarily sold in the Stores (the “Additional Agent Merchandise”). Sales of Additional Agent Merchandise shall be run through Merchant’s cash register systems; provided however Agent shall mark the Additional Agent Merchandise using either a “dummy” SKU or department number or in such other manner so as to distinguish the sale of Additional Agent Merchandise from the sale of Merchandise. Merchant and Agent agree that the transactions relating to the Additional Agent Merchandise are, and shall be construed as, a true consignment from Agent to Merchant in all respects and not a consignment for security purposes. At all times and for all purposes (other than for purposes of Merchant’s Sharing Amounts as contemplated by Section 3.2(a)), the Additional Agent Merchandise and their proceeds shall be the exclusive property of Agent, and no other person or entity (including without limitation Merchant, Lender, or any third person claiming a security interest in Xxxxxxxx’s property) shall have any claim against any of the Additional Agent Merchandise or their proceeds. The Additional Agent Merchandise shall at all times remain subject to the exclusive control of Agent, and Agent shall, as an Expense of the Sale, insure the Additional Agent Merchandise and, if required, promptly file any proofs of loss with regard thereto with Agent’s insurers.
Sample 1
Additional Agent Merchandise. (a) Agent shall be entitled to include in the Sale supplemental merchandise procured by Agent which is of like kind, and no lesser quality to the Merchandise located in the Stores as of the Sale Commencement Date (“Additional Agent Merchandise”). Agent shall be responsible for payment of the costs associated with procuring any Additional Agent Merchandise and all costs and expenses related to, or incurred in connection with, the marketing and sale of the Additional Agent Merchandise, which costs shall not constitute Expenses hereunder; provided, however, that such costs shall not include any occupancy expenses related to the Indiana Distribution Center. Notwithstanding anything to the contrary in this Agreement or the Sale Guidelines, Purchaser shall have the right to supplement the Merchandise in the Sale at the Designation Rights Stores with Additional Agent Merchandise procured by Purchaser in any manner it determines, without adherence to any restrictions set forth in this Section 8.9, the second sentence of Section 11.2(f) or the Sale Guidelines; provided that Purchaser shall not deliver Additional Agent Merchandise to any Designation Rights Store until the Inventory Taking at such Designation Rights Store is complete; provided further that, to the extent Purchaser elects not to use a “dummy” SKU in connection with such Additional Agent Merchandise, Merchant shall have no obligation to account for the processing thereof.
Sample 1
Additional Agent Merchandise. (a) Agent shall be entitled to include in the Sale additional merchandise procured by Agent which is of like kind as, and no lesser quality to, the Merchandise located in the Stores (“Additional Agent Merchandise”). Agent shall be responsible for payment of all costs associated with any Additional Agent Merchandise. All proceeds of the sale of Additional Agent Merchandise shall remain the exclusive property of Agent.
Sample 1

Related to Additional Agent Merchandise

  • Additional Agents None of the Lenders or other entities identified on the facing page of or elsewhere in this Agreement as a "Book Manager", "Arranger", "Syndication Agent" or "Documentation Agent" shall, in such capacities, have any right, power, obligation, liability, responsibility or duty under this Agreement or any other Loan Document other than those applicable to all Lenders as such. Without limiting the foregoing, none of the Lenders so identified shall have or be deemed to have any fiduciary relationship with any other Lender. Each Lender acknowledges that it has not relied, and will not rely, on any of the Lenders or other Persons so identified in deciding to enter into this Agreement or any other Loan Document or in taking or not taking action hereunder or thereunder.

  • Additional Secured Parties The benefit of the provisions of the Loan Documents directly relating to the Collateral or any Lien granted thereunder shall extend to and be available to any Secured Party that is not a Lender or L/C Issuer party hereto as long as, by accepting such benefits, such Secured Party agrees, as among Agent and all other Secured Parties, that such Secured Party is bound by (and, if requested by Agent, shall confirm such agreement in a writing in form and substance acceptable to Agent) this Article VIII, Section 9.3, Section 9.9, Section 9.10, Section 9.11, Section 9.17, Section 9.24 and Section 10.1 (and, solely with respect to L/C Issuers, Section 1.1(c)) and the decisions and actions of Agent and the Required Lenders (or, where expressly required by the terms of this Agreement, a greater proportion of the Lenders or other parties hereto as required herein) to the same extent a Lender is bound; provided, however, that, notwithstanding the foregoing, (a) such Secured Party shall be bound by Section 8.8 only to the extent of Liabilities, costs and expenses with respect to or otherwise relating to the Collateral held for the benefit of such Secured Party, in which case the obligations of such Secured Party thereunder shall not be limited by any concept of pro rata share or similar concept, (b) each of Agent, the Lenders and the L/C Issuers party hereto shall be entitled to act at its sole discretion, without regard to the interest of such Secured Party, regardless of whether any Obligation to such Secured Party thereafter remains outstanding, is deprived of the benefit of the Collateral, becomes unsecured or is otherwise affected or put in jeopardy thereby, and without any duty or liability to such Secured Party or any such Obligation and (c) except as otherwise set forth herein, such Secured Party shall not have any right to be notified of, consent to, direct, require or be heard with respect to, any action taken or omitted in respect of the Collateral or under any Loan Document.

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