Common use of Excluded Goods Clause in Contracts

Excluded Goods. The Merchant shall retain all responsibility for any goods not included as “Merchandise” hereunder (including items of Defective Merchandise for which the Merchant and the Agent cannot agree upon a Retail Price) (collectively, the “Excluded Goods”). Agent shall dispose of the Excluded Goods either by (x) offering such Excluded Goods for sale as “Merchant Consignment Goods” at prices established by the Agent during the Sale, or (y) destroying such Excluded Goods to the extent they are not saleable. It is understood that that the Excluded Goods may not be sold in the Stores and may be sold in bulk to third parties outside the United States and Canada. The Agent shall retain 20% of the sale price plus all expenses, including any expenses associated with the removal, packaging, and delivery of the Merchant Consignment Goods (less Sales Taxes) for all sales of Merchant Consignment Goods, and Merchant shall receive 80% of the receipts in respect of such sales (less Sales Taxes and all expenses, including any expenses associated with the removal, packaging, and delivery of the Merchant Consignment Goods).. Merchant shall receive its share of the receipts of sales of Merchant Consignment Goods on a weekly basis, immediately following the weekly Sale reconciliation by Merchant and Agent pursuant to Section 8.7 below. Except as expressly provided in this Section 5.3, the Agent shall have no cost, expense or responsibility in connection with any Excluded Goods.

Excluded Goods. The Merchant shall retain all responsibility for any goods not included as “Merchandise” hereunder (including items hereunder. If Merchant elects at the beginning of Defective Merchandise for which the Merchant and the Agent cannot agree upon a Retail Price) (collectivelySale Term, the “Excluded Goods”). Agent shall dispose of the Excluded Goods either by (x) offering such Excluded Goods accept goods not included as “Merchandise” hereunder for sale as “Merchant Consignment Goods” at prices established by the Agent during the Sale, or (y) destroying such Excluded Goods to the extent they are not saleable. It is understood that that the Excluded Goods may not be sold in the Stores and may be sold in bulk to third parties outside the United States and CanadaAgent. The Agent shall retain 20% of the sale price plus all expenses, including any expenses associated with the removal, packaging, and delivery of the Merchant Consignment Goods (less Sales Taxes) for all sales of Merchant Consignment Goods, and Merchant shall receive 80% of the receipts in respect of such sales (less Sales Taxes and all expenses, including any expenses associated with the removal, packaging, and delivery of the Merchant Consignment Goods).. sales. Merchant shall receive its share of the receipts of sales of Merchant Consignment Goods on a weekly basis, immediately following the weekly Sale reconciliation by Merchant and Agent pursuant to Section 8.7 below. If Merchant does not elect to have Agent sell goods not included as Merchandise, then all such items will be removed by Merchant from the Stores at its expense as soon as practicable after the Sale Commencement Date. Except as expressly provided in this Section 5.35.4, the Agent shall have no cost, expense or responsibility in connection with any Excluded Goodsgoods not included in Merchandise. All amounts received by the Merchant in respect of Merchant owned goods not included as “Merchandise” hereunder shall be subject to the security interests, claims and liens of the Lenders, the Indenture Trustee, and the Noteholders and shall be applied by the Merchant to the obligations under the DIP Credit Agreement. For the avoidance of doubt, no amounts received by the Merchant or the Lenders in respect of Merchant owned goods not included as “Merchandise” hereunder shall be credited towards the Guaranteed Amount.

Excluded Goods. The Subject to the terms of the APA, Merchant shall retain all responsibility for any goods not included as Merchandise, E-Commerce Inventory or DSW Merchandise hereunder. If Merchant elects at the beginning of the Sale Term, Agent shall accept goods not included as Merchandise, E-Commerce Inventory or DSW Merchandise hereunder for sale at prices mutually agreed upon by Agent and Merchant (such goods, “Merchandise” hereunder (including items of Defective Merchandise for which the Merchant and the Agent cannot agree upon a Retail Price) (collectively, the “Excluded Merchant’s Consignment Goods”). Agent shall dispose of the Excluded Goods either by (x) offering such Excluded Goods for sale as “Merchant Consignment Goods” at prices established by the Agent during the Sale, or (y) destroying such Excluded Goods to the extent they are not saleable. It is understood that that the Excluded Goods may not be sold in the Stores and may be sold in bulk to third parties outside the United States and Canada. The Agent shall retain 20% of the sale price plus all expenses, including any expenses associated with the removal, packaging, and delivery receipts (net of the Merchant Consignment Goods (less Sales Taxes) for all sales of Merchant Merchant’s Consignment Goods, and Merchant shall receive 80% of the receipts (net of Sales Taxes) in respect of such sales (less Sales Taxes and all expenses, including any expenses associated with the removal, packaging, and delivery of the Merchant Consignment Goods).. sales. Merchant shall receive its share of the receipts of sales of Merchant Merchant’s Consignment Goods on a weekly basis, immediately following the weekly Weekly Sale reconciliation by Reconciliation. If Merchant does not elect to have Agent sell goods not included as Merchandise, E-Commerce Inventory or DSW Merchandise or Merchant and Agent pursuant are unable to Section 8.7 belowagree upon prices, then all such items will be removed by Merchant from the Stores at Merchant’s expense as soon as practicable and shall not be shipped to the Stores from the Distribution Centers absent Agent’s express written consent. Except as expressly provided in this Section 5.3, the Agent shall have no cost, expense or responsibility in connection with any Excluded Goodsgoods not included in Merchandise or E-Commerce Inventory.

Excluded Goods. The Merchant shall retain all responsibility for any goods not included as “Merchandise” hereunder (including items hereunder. If Merchant elects at the beginning of Defective Merchandise for which the Merchant and the Agent cannot agree upon a Retail Price) (collectivelySale Term, the “Excluded Goods”). Agent shall dispose of the Excluded Goods either by (x) offering such Excluded Goods accept goods not included as “Merchandise” hereunder for sale as “Merchant Consignment Goods” at prices established by the Agent during the Sale, or (y) destroying such Excluded Goods to the extent they are not saleableAgent. It is understood that that the Excluded Goods may not be sold All proceeds of tuxedo rentals in the Stores and may for which services are performed by the Agent shall be sold in bulk deemed proceeds related to third parties outside the United States and Canadasale of Merchant Consignment Goods. The For the avoidance of doubt, tuxedo rentals shall not constitute "Merchandise." Agent shall retain 20% of the sale price plus all expenses, including any expenses associated with the removal, packaging, and delivery of the Merchant Consignment Goods (less Sales Taxes) for all sales of Merchant Consignment Goods, and Merchant shall receive 80% of the receipts in respect of such sales (less Sales Taxes and all expenses, including any expenses associated with the removal, packaging, and delivery of the Merchant Consignment Goods).. sales. Merchant shall receive its share of the receipts of sales of Merchant Consignment Goods on a weekly basis, immediately following the weekly Weekly Sale reconciliation Reconciliation. If Merchant does not elect to have Agent sell merchandise not included as Merchandise, then all such items will be removed by Merchant and Agent pursuant to Section 8.7 belowfrom the Stores at its expense as soon as practicable after the Sale Commencement Date. Except as expressly provided in this Section 5.35.4, the Agent shall have no cost, expense or responsibility in connection with any Excluded Goodsgoods not included in Merchandise.