Common use of Gross Sales Clause in Contracts

Gross Sales. (a) The term "Gross Sales" as used herein shall be construed to include the entire amount of the actual sales price (including all finance charges by Tenant or anyone on Tenant's behalf) whether for cash, credit or otherwise, of all sales, rentals, leases, licenses or other transfer of merchandise or services and other receipts whatsoever of all business conducted in or from the Premises, by Tenant, all subtenants, assignees, licensees, concessionaires or otherwise, including, without limitation: mail, catalogue; closed circuit television, computer, other electronic or telephone orders received or filled at the Premises; all deposits not refunded to purchasers; orders taken, although said orders may be filled elsewhere; gross receipts from vending machines, electronic games or similar devices, whether coin-operated or otherwise; and the entire amount of the actual sales price and all other receipts for sales and services by Tenant, any subtenants, assignees, licensees, concessionaires or otherwise in or from the Premises. A "sale" shall be deemed to have been consummated for the purposes of this Lease, and the entire amount of the sales price shall be included in Gross Sales, at such time as (i) the transaction is initially reflected in the books or records of Tenant or any subtenant, assignee, licensee or concessionaire (if a concessionaire makes the sale), or (ii) Tenant or any subtenant, assignee, licensee or concessionaire receives all or any portion of the sales price, or (iii) the applicable goods or services are delivered to the customer, whichever first occurs, irrespective of whether payment is made in installments, the sale is for cash or for credit, or all or any portion of the sales price has actually been paid at the time of inclusion in Gross Sales or at any other time. Subject to Section 2.03(b) below, no deduction shall be allowed for direct or indirect discounts, rebates, credits or other reductions to employees or others, unless such discounts, rebates, credits or other reductions are generally offered to the public on a uniform basis. (b) Notwithstanding anything to the contrary contained in Section 2.03(a) above, Gross Sales shall not include the following: (1) The portion of the sales price of all merchandise returned by customers and accepted for credit to the extent of the credit; (2) Goods returned to sources, including shippers or manufacturers, or transferred to another store or warehouse owned by or affiliated with Tenant (where such exchange of goods or merchandise is made solely for the convenient operation of the business of Tenant and not for purposes of consummating a sale which has theretofore been made in or from the Premises and/or for the purpose of depriving Landlord of the benefit of a sale which otherwise would be made in or from the Premises); (3) Alteration workroom charges and delivery charges at Tenant's cost of sales; (4) Receipts from public telephones, stamp machines, public toilet locks, or vending machines installed solely for use by Tenant's employees; (5) Sales taxes, so-called luxury taxes; consumers' excise taxes, gross receipts taxes and other similar taxes now or hereafter imposed upon the sale of merchandise or services, but only if collected separately from the selling price of goods, merchandise or services and collected from customers; and (6) Sales of trade fixtures, equipment or property which are not stock in trade. (c) If, in each of at least two of the fifth (5th), sixth (6th) and seventh (7th) lease years of the Term, Tenant has not been obligated to pay Percentage Rental, Landlord may terminate this Lease upon notice to Tenant given at any time within six (6) months after the earlier of the receipt by Landlord, or the due date, of Tenant's annual statement of Gross Sales for the seventh (7th) lease year (or for the sixth (6th) lease year if Tenant has not been obligated to pay such amount of Percentage Rental for both the fifth (5th) and sixth (6th) lease years), in the event of which election by Landlord, this Lease shall be terminated and of no further force or effect, effective ninety (90) days following the giving of such notice; provided, however, that Tenant shall have the right to nullify such termination and maintain this Lease in full force and effect by entering into an agreement with Landlord (within thirty (30) days following Landlord's delivery of such notice of termination) increasing the Minimum Annual Rental payable under this Lease from and after Landlord's election to terminate to an amount equal to one hundred twenty-five percent (125%) of the amount of Minimum Annual Rental otherwise due under this Lease.

Gross Sales. (a) The term "Gross Sales" as used herein shall be construed to include the entire amount of the actual sales price (including all finance charges by Tenant or anyone on Tenant's behalf) price, whether for cash, credit or otherwise, of all sales, rentals, leases, licenses or other transfer sales of merchandise or services and all other receipts whatsoever of all business conducted in or from the Premisesleased premises, by Tenantincluding mail, all subtenantstelephone. telegraph. closed-circuit television, assigneesdial-a-buy, licenseesand/or other devices, concessionaires automated or otherwise, including, without limitation: mail, catalogue; closed circuit television, computer, other electronic or telephone whereby orders are received or filled at the Premises; leased premises, and including all deposits not refunded to purchasers; , orders taken, although said orders may be filled elsewhere; gross receipts from vending machines, electronic games or similar devicesand including sales by any sublessee, whether coin-operated or otherwise; and the entire amount of the actual sales price and all other receipts for sales and services by Tenantconcessionaire, any subtenants, assignees, licensees, concessionaires licensee or otherwise in or from the Premisesleased premises. A "sale" shall be deemed to have been consummated for the purposes of this Lease, . and the entire amount of the sales price shall be included in Gross Sales, at such time as (i) the transaction is initially reflected in the books or records of Tenant Tenant, or any subtenantsublessee, assignee, licensee assignee or concessionaire (if a concessionaire makes the sale)of Tenant, or (ii) Tenant or any subtenant, assignee, licensee or concessionaire such other entity receives all or any portion of the sales price, or (iii) the applicable goods or services are delivered to the customer, whichever first occurs, irrespective of whether payment is made in installments, the sale is for cash or for creditcredit or otherwise, or all or any portion of the sales price has actually been paid at the time of inclusion in Gross Sales or at any other time. Subject to Section 2.03(b) below, no No deduction shall be allowed for direct uncollected or indirect discountsuncollectible credit accounts. Said term shall not include, rebateshowever, credits any sums collected by Tenant and paid out by Tenant for any sales or other reductions to employees or others, unless such discounts, rebates, credits or other reductions excise tax imposed by constituted governmental authority and which are generally offered separately stated and in addition to the public on a uniform basis. (b) Notwithstanding anything to the contrary contained in Section 2.03(a) above, Gross Sales shall not purchase price nor include the following: (1) The portion exchange of merchandise between the sales price stores of all merchandise returned by customers and accepted for credit to the extent of the credit; (2) Goods returned to sourcesTenant, including shippers or manufacturersif any, or transferred to another store or warehouse owned by or affiliated with Tenant (where such exchange of goods or merchandise is made solely for the convenient operation of the business of Tenant and not for purposes the purpose of consummating a sale which has theretofore been made in or from the Premises leased premises and/or for the purpose of depriving Landlord of the benefit of a sale which otherwise would be made in or from the Premises); (3) Alteration workroom charges and delivery charges at Tenant's cost leased premises. nor the term include the amount of sales; (4) Receipts returns to shippers or manufacturers, nor proceeds from public telephones, stamp machines, public toilet locks, or vending machines installed solely for use by Tenant's employees; (5) Sales taxes, so-called luxury taxes; consumers' excise taxes, gross receipts taxes and other similar taxes now or hereafter imposed upon the sale of merchandise or services, but only if collected separately from the selling price of goods, merchandise or services and collected from customers; and (6) Sales of trade fixtures, equipment or property which are not stock in trade. (c) If, in each of at least two of the fifth (5th), sixth (6th) and seventh (7th) lease years of the Term, Tenant has not been obligated to pay Percentage Rental, Landlord may terminate this Lease upon notice to Tenant given at any time within six (6) months after the earlier of the receipt by Landlord, or the due date, of Tenant's annual statement of . There shall be deductible from Gross Sales for the seventh (7th) lease year (or for the sixth (6th) lease year if Tenant has not been obligated to pay such amount of Percentage Rental for both the fifth (5th) and sixth (6th) lease years), in the event of which election by Landlord, this Lease shall be terminated and of no further force or effect, effective ninety (90) days following the giving of such notice; provided, however, that Tenant shall have the right to nullify such termination and maintain this Lease in full force and effect by entering into an agreement with Landlord (within thirty (30) days following Landlord's delivery of such notice of termination) increasing the Minimum Annual Rental payable under this Lease from and after Landlord's election to terminate to an amount equal to one hundred twenty-five percent (125%) of the amount of Minimum Annual Rental otherwise due under this Leaseany cash or credit refund made upon any sale in or from Leased premises where the merchandise sold is thereafter returned by the purchaser and accepted by Tenant.

Gross Sales. (a) The term "“Gross Sales" ” as used herein shall be construed to include the entire amount of the actual sales price (including all finance charges by Tenant or anyone on Tenant's behalf) whether for cash, credit or otherwise, of all sales, rentals, leases, licenses or other transfer of merchandise or services and other receipts whatsoever of all business conducted in or from the Premises, by Tenant, all subtenants, assignees, licensees, concessionaires or otherwise, including, without limitation: mail, catalogue; , closed circuit television, computer, other electronic or telephone orders received or filled at the Premises; all deposits not refunded to purchasers; orders taken, although said orders may be filled elsewhere; gross receipts from vending machines, electronic games or similar devices, whether coin-coin- operated or otherwise; and the entire amount of the actual sales price and all other receipts for sales and services by Tenant, any subtenants, assignees, licensees, concessionaires or otherwise in or from the Premises. A "“sale" ” shall be deemed to have been consummated for the purposes of this LeaseAgreement, and the entire amount of the sales price shall be included in Gross Sales, at such time as (i) the transaction is initially reflected in the books or records of Tenant or any subtenant, assignee, licensee or concessionaire (if a concessionaire makes the sale), or (ii) Tenant or any subtenant, assignee, licensee or concessionaire receives all or any portion of the sales price, or (iii) the applicable goods or services are delivered to the customer, whichever first occurs, irrespective of whether payment is made in installments, the sale is for cash or for credit, or all or any portion of the sales price has actually been paid at the time of inclusion in Gross Sales or at any other time. Subject to Section 2.03(b) Except as set forth below, no deduction shall be allowed for direct or indirect discounts, rebates, credits or other reductions to employees or others, unless such discounts, rebates, credits or other reductions are generally offered to the public on a uniform basis. (b) Notwithstanding anything to the contrary contained in Section 2.03(a) above, . The term “Gross Sales Sales” shall not include (or if included, there shall be deducted to the extent of such inclusion) only the following: (1) . The portion of the sales price of all merchandise returned or exchanged by customers and accepted for credit to the extent of the credit; (2) . Goods returned to sources, including shippers or manufacturers, or transferred to another store or warehouse owned by or affiliated with Tenant (where such exchange of goods or merchandise is made solely for the convenient operation of the business of Tenant and not for purposes of consummating a sale which has theretofore been made in or from the Premises and/or for the purpose of depriving Landlord of the benefit of a sale which otherwise would be made in or from the Premises); (3) . Alteration workroom workroom, delivery charges and delivery charges at Tenant's Xxxxxx’s cost of sales; (4) . Receipts from public telephones, stamp machines, public toilet locks, or vending machines installed solely for use by Tenant's employees; (5) . Sales taxes, so-called socalled luxury taxes; consumers' excise taxes, gross receipts taxes and other similar taxes now or hereafter imposed upon the sale of merchandise or services, but only if collected separately from the selling price of goods, merchandise or services and collected from customers; and (6) . Sales of trade fixtures, equipment or property which are not stock in trade. (c) If, in each of at least two of the fifth (5th), sixth (6th) and seventh (7th) lease years of the Term, Tenant has not been obligated to pay Percentage Rental, Landlord may terminate this Lease upon notice to Tenant given at any time within six (6) months after the earlier of the receipt by Landlord, or the due date, of Tenant's annual statement of Gross Sales for the seventh (7th) lease year (or for the sixth (6th) lease year if Tenant has not been obligated to pay such amount of Percentage Rental for both the fifth (5th) and sixth (6th) lease years), in the event of which election by Landlord, this Lease shall be terminated and of no further force or effect, effective ninety (90) days following the giving of such notice; provided, however, that Tenant shall have the right to nullify such termination and maintain this Lease in full force and effect by entering into an agreement with Landlord (within thirty (30) days following Landlord's delivery of such notice of termination) increasing the Minimum Annual Rental payable under this Lease from and after Landlord's election to terminate to an amount equal to one hundred twenty-five percent (125%) of the amount of Minimum Annual Rental otherwise due under this Lease.

Gross Sales. (a) The term "Gross Sales" as used herein shall be construed to include mean the entire amount of the Subtenant's actual sales price (including all finance charges by Tenant or anyone on Tenant's behalf) receipts, whether for cash, credit cash or otherwise, from all sales of all salesfood, rentalsbeverages, leasesmerchandise, licenses services or sales from mechanical or other transfer of merchandise vending devices placed or services and other receipts whatsoever of all business conducted in made in, on or from the Subleased Premises, by Tenant, all subtenants, assignees, licensees, concessionaires or otherwise, including, without limitation: mail, catalogue; closed circuit television, computer, other electronic or telephone orders received or filled at the Premises; all deposits not refunded to purchasers; orders taken, although said orders may be filled elsewhere; gross receipts from vending machines, electronic games or similar devices, whether coin-operated or otherwise; and the entire amount of the actual sales price and all other receipts for sales and services by Tenant, any subtenants, assignees, licensees, concessionaires or otherwise in or from the Premises. A "sale" shall be deemed to have been consummated for the purposes of this Lease, and the entire amount of the sales price shall be included in Gross Sales, at such time as (i) the transaction is initially reflected in the books or records of Tenant or any subtenant, assignee, licensee or concessionaire (if a concessionaire makes the sale), or (ii) Tenant or any subtenant, assignee, licensee or concessionaire receives all or any portion of the sales price, or (iii) the applicable goods or services are delivered subject to the customer, whichever first occurs, irrespective of whether payment is made in installments, adjustments and exclusions described below). Notwithstanding the sale is for cash or for credit, or all or any portion of the sales price has actually been paid at the time of inclusion in Gross Sales or at any other time. Subject to Section 2.03(b) below, no deduction shall be allowed for direct or indirect discounts, rebates, credits or other reductions to employees or others, unless such discounts, rebates, credits or other reductions are generally offered to the public on a uniform basis. (b) Notwithstanding anything to the contrary contained in Section 2.03(a) aboveforegoing, Gross Sales shall not include (or if included there shall be deducted, but only to the following: extent previously included) the amount of (1i) The portion customer and employee discounts; (ii) bottle refunds, trading stamps and all trade or discount coupons; (iii) returns of overstock, defective or otherwise unsold merchandise for credit to shippers, suppliers, purveyors, distributors or manufacturers; (iv) any cash or credit refunds, uncollectible credit card charges, bank charge backs for counterfeit currency or unnegotiable checks (provided that if such losses are actually collected in a later year, the sales price of all amount recovered shall be included in Gross Sales for such later year), or any sale made where the merchandise sold or some part thereof is thereafter returned by customers the purchaser and accepted by Subtenant; (v) automated teller machine proceeds and receipts for credit the cashing of checks or negotiable instruments; (vi) sale of incidental services (e.g.shipping or delivery charges) provided to customers on a non-profit basis by Subtenant or by unaffiliated licensees or concessionaires of Subtenant but only to the extent that such licensees or concessionaires retain the proceeds of such sale; (vii) sales of equipment, furniture or trade fixtures not in the ordinary course of business; (viii) any interest, delivery or service charges received with respect to sales of merchandise or service; (ix) sales taxes, based upon present or future laws, collected directly from customers by Subtenant, and any other tax, excise or duty which is levied or assessed against Subtenant by any governmental authority based on sales of specific merchandise sold on, or the privilege or license to sell or distribute specific merchandise from the Subleased Premises, whether or not the amount thereof is passed on to or collected by Subtenant from any purchaser thereof; (x) lottery ticket, admission ticket and other ticket sales, except to the extent of the credit; amount of commissions received thereon; (2xi) Goods returned receipts from postage machines and public telephones; (xii) direct expenses of credit card and debit card sales paid by Subtenant to sourcesthe issuers of such cards; (xiii) sales discounts, including shippers sums raised for donations or manufacturersdonations to nonprofit, charitable or transferred religious organizations; (xiv) wholesale and/or bulk sales of merchandise or services to other retail stores operated by Subtenant or an affiliate of Subtenant; (xv) transfers by Subtenant from the Subleased Premises to another store place of business owned or warehouse owned operated by or affiliated with Tenant Subtenant (where such exchange of goods or merchandise is transfers are made solely for the convenient operation of the Subtenant's business of Tenant and not for purposes the purpose of consummating a sale which has theretofore been made in in, on or from the Subleased Premises and/or or for the purpose of depriving Landlord Sublandlord of the benefit of a sale which otherwise would be made in in, on or from the Subleased Premises); ; and (3xvi) Alteration workroom charges any sums or credits received in settlement of claims for loss or damage to merchandise which is not part of Subtenant's actual receipts set forth above. Each charge or sale upon installment or credit shall be treated as a sale for the full price in the month during which such charge or sale shall be made (and delivery charges at Tenant's cost the direct expenses of sales; (4) Receipts from public telephonessuch credit card sales shall be deducted in such month), stamp machines, public toilet locks, or vending machines installed solely for use by Tenant's employees; (5) Sales taxes, so-called luxury taxes; consumers' excise taxes, gross receipts taxes and other similar taxes now or hereafter imposed upon the sale of merchandise or services, but only if collected separately from the selling price of goods, merchandise or services and collected from customers; and (6) Sales of trade fixtures, equipment or property which are not stock in trade. (c) If, in each of at least two regardless of the fifth time when Subtenant shall receive payment (5th)whether full or partial) therefor. As used in this Paragraph, sixth (6th) and seventh (7th) lease years the term "Subtenant" shall include any subsidiary, subtenant, concessionaire or licensee of Subtenant conducting business at the Term, Tenant has not been obligated to pay Percentage Rental, Landlord may terminate this Lease upon notice to Tenant given at any time within six (6) months after the earlier of the receipt by Landlord, or the due date, of TenantSubleased Premises with Subtenant's annual statement of Gross Sales for the seventh (7th) lease year (or for the sixth (6th) lease year if Tenant has not been obligated to pay such amount of Percentage Rental for both the fifth (5th) and sixth (6th) lease years), in the event of which election by Landlord, this Lease shall be terminated and of no further force or effect, effective ninety (90) days following the giving of such notice; provided, however, that Tenant shall have the right to nullify such termination and maintain this Lease in full force and effect by entering into an agreement with Landlord (within thirty (30) days following Landlord's delivery of such notice of termination) increasing the Minimum Annual Rental payable under this Lease from and after Landlord's election to terminate to an amount equal to one hundred twenty-five percent (125%) of the amount of Minimum Annual Rental otherwise due under this Leaseapproval.