Change in Sears’ Condition Sample Clauses

Change in Sears’ Condition. In the event that (i) Merchandise sales measured during any twelve-month period from those Stores and Third Party Sears Merchant stores that are substantially similar in format or concept to the Stores and Third Party Sears Merchant stores that existed as of the Effective Date (“Sears Merchandise Sales”) are less than the Merchandise Decline Amount; or (ii) that portion of Sears Merchandise Sales representing sales of hard-line goods (e.g., appliances, tools, electronics, furniture), measured during any twelve-month period (“Sears Hard Line Sales”), are less than the Hardline Decline Amount, in either case for reasons other than General Conditions (the occurrence of either or both events, a “Significant Sales Contraction”) and that portion of Sears Merchandise Sales that were charged on a Sears Credit Card are less than the Sales Contraction Amount during the same twelve-month period (“Credit Sales Contraction”), then Purchaser may give notice to Sears of Purchaser’s desire to negotiate in good faith modifications to the terms of this Agreement, with the specific goal of modifying this Agreement such that Purchaser earns additional profits representing what it would have earned on the smaller of (A) the Merchandise Decline Amount less the Sears Merchandise Sales and (B) Hardline Decline Amount less the Sears Hard-Line Sales, assuming for purposes of such calculation that the Significant Sales Contraction had not occurred, and covering the time period beginning on the later of the date of the beginning of such Significant Sales Contraction and the date of the beginning of such Credit Sales Contraction, and ending on the date when such Significant Sales Contraction is no longer occurring or such Credit Sales Contraction is no longer occurring (such beginning and ending times being deemed to occur at the beginning or the end, respectively, of the month in which such condition is met). Purchaser shall specify the date on which the negotiations shall begin, which date shall be not less than ten nor more than 30 Business Days after the date on which such notice is given, and Purchaser and Sears shall have 180 calendar days to negotiate mutually agreeable changes to this Agreement (the “Negotiation Period”). During negotiations, the parties will take into account trends, and shall take into account the possibility that the conditions in the next sentence have been met. In the event that the Significant Sales Contraction and Credit Sales Contraction described abov...
Sample 1
AutoNDA by SimpleDocs

Related to Change in Sears’ Condition

  • Change in Condition There occurs any event or a change in the condition or affairs, financial or otherwise, of Borrower which, in the reasonable opinion of Lender, impairs Lender's security or ability of Borrower to discharge its obligations hereunder or which impairs the rights of Lender in such Collateral.

  • No Change in Condition No change in the condition (financial or otherwise), business, performance, properties, assets, operations or prospects of the Borrower or any of its Subsidiaries and its subsidiaries shall have occurred since December 31, 1998, which change, in the judgment of the Lenders, will have or is reasonably likely to have a Material Adverse Effect.

  • Termination After Change in Control Sections 9.2 and 9.3 set out provisions applicable to certain circumstances in which the Term may be terminated after Change in Control.

  • Change in Status If your role within the Company changes during the Performance Cycle such that you would no longer be eligible to receive Growth Plan Units, this Agreement shall remain in full force and effect as if no such change had occurred.

  • Change in Structure Except as expressly permitted under Section 5.3, no Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to amend any of its Organization Documents in any respect materially adverse to an Agent (in its capacity as such) or Lenders (in their capacities as such).

  • PAYMENTS UPON A CHANGE IN CONTROL (a) The term “

  • Termination Related to a Change in Control The following provisions shall survive the expiration of the Term of this Agreement and the termination of Executive’s employment.

  • Termination After a Change in Control You will receive Severance Benefits under this Agreement if, during the Term of this Agreement and after a Change in Control has occurred, your employment is terminated by the Company without Cause (other than on account of your Disability or death) or you resign for Good Reason.

  • Termination After Change of Control In the event that, before the expiration of the TERM and in connection with or within one year of a CHANGE OF CONTROL (as defined hereinafter) of either one of the EMPLOYERS, the employment of the EMPLOYEE is terminated for any reason other than JUST CAUSE or is terminated by the EMPLOYEE as provided in Section 4(a)(ii) above, then the following shall occur:

  • Vesting Upon a Change in Control Immediately upon a Change in Control, any equity awards subject to vesting that have been granted to the Officer under the Company’s equity incentive plans and that are not fully vested shall become fully vested and, in the case of stock options, shall become immediately exercisable, and the Officer shall be entitled, in the case of such stock options, to exercise such stock options until the earlier of the expiration of their original full term or one year from the Date of Termination (in each case, without regard to any earlier termination otherwise applicable in the event of termination of employment, and to the extent permitted by Section 409A of the Code).

Time is Money Join Law Insider Premium to draft better contracts faster.