Common use of B&N Systems and Distribution Facilities Clause in Contracts

B&N Systems and Distribution Facilities. (a) B&N shall provide to BNED, on an “as is, where is” basis (with all faults and without any representations or warranties or performance standards), non-transferable access to B&N’s product procurement systems pursuant to the terms and conditions set forth on Schedule 9.01(a). BNED shall reimburse B&N for all purchases made by BNED through B&N’s product procurement systems and merchandising systems as a result of the access contemplated by this Section 9.01 within 30 days of receipt of an invoice for such purchases from B&N. (b) B&N shall provide to BNED, on an “as is, where is” basis (with all faults and without any representations or warranties or performance standards), non-transferable access to use B&N’s distribution facilities pursuant to the terms and conditions set forth on Schedule 9.01(b) in connection with the use of B&N’s product procurement systems as contemplated by Section 9.01(a). (c) B&N shall be permitted to transfer its systems and facilities to be maintained by a third party. B&N shall use commercially reasonable efforts to ensure that such systems and facilities shall continue to be provided to BNED as contemplated by this Section 9.01, but there can be no assurance that any such third party(ies) shall continue to provide BNED access to such systems or facilities, as applicable. BNED shall reimburse B&N on a Pass-Through Cost basis for any costs and expenses associated with B&N’s efforts under this Section 9.01(c). (d) B&N shall only be obligated to provide the access contemplated by this Section 9.01 and Section 9.03 to the extent consistent with applicable Law. In the event B&N determines that the continued provision of all or any portion of such access is inconsistent with applicable Law, the Parties will discuss in good faith potential modifications or alternative arrangements that would comply with applicable Law.