Common use of Merchant’s Warranties Clause in Contracts

Merchant’s Warranties. Merchant hereby warrants and represents: a. Merchant is a corporation, duly and validly existing and in good standing under the laws of the State of Ohio. Merchant is and during the Sale will be authorized and duly qualified as a corporation to do business and is in good standing in the jurisdiction in which the Stores are located. (i) This Agreement and all other documents executed by Merchant in accordance with this Agreement are the valid and binding obligations of Merchant enforceable in accordance with their terms; (ii) Merchant has taken all necessary corporate action required to authorize the execution, performance and delivery of this Agreement and the related documents; (iii) no court order or decree of any federal, state or local government authority, or other action known to Merchant, is in effect which will or may prevent or impair consummation of the transactions contemplated by this Agreement; and (iv) the consent of any person or entity, including any landlord, is not required with respect to the transaction contemplated herein. c. Except for the lien of National City Commercial Finance, Merchant owns and will own at the Start Date and during the Sale good and marketable title to all of the Merchandise (together with the proceeds and accounts receivable arising therefrom), free and clear of all liens, mortgages, pledges, charges, encumbrances, equities or claims whatsoever. Agent shall be entitled to retain all proceeds, subject to section 5, free and clear of all liens, mortgages, pledges, charges, encumbrances, equities or claims whatsoever. d. Except for the balancing of inventory between the Stores, Merchant shall not ship goods into or out of the Stores without Agent's consent, which consent will not be unreasonably withheld, nor raise any prices of the Merchandise in contemplation of the Sale. The mix of Merchandise in the Stores shall be comparable to that found in the Merchant's ongoing stores. e. No actions or proceedings have been instituted against Merchant or have been threatened, preventing or which may prevent the consummation of the transactions contemplated by this Agreement. Merchant is reasonably current on all accounts payable, due and owing to parties whose cooperation is necessary for operation of the Sale, including but not limited to landlords, newspapers and utilities. f. No notice of terminable default under the leases, licenses or subleases relating to the Stores have been noticed thereunder, and such leases do not prohibit the transactions under this Agreement or of the Sale contemplated herein. g. Merchant represents and warrants that it will not prior to or during the Sale grant any lien or encumbrance on the Merchandise or the Proceeds. h. There is no outstanding order, judgment, injunction award or decree of any court, governmental or regulatory body or arbitration tribunal by which the Merchant or the Merchandise is bound which would materially interfere with the transactions herein, and as of the date of execution herein there is no action, suit, claim, legal, administrative or arbitral proceedings (whether or not the defense thereof or liabilities in respect thereof are covered by insurance) against the Merchant or the Merchandise which would, if determined adversely to the Merchant, be likely to have a material adverse effect upon the transactions contemplated hereby, nor to the best of Merchant's knowledge are there any facts which are likely to give rise to any such action, suit, claim or legal, administrative or arbitral proceeding or investigation. i. The Retail Value of the Merchandise shall be not less than Five Million Seven Hundred Thousand Dollars ($5,700,000). j. Agent shall be permitted to pass on all applicable manufacturers warranties to customers. k. Merchant represents and warrants that it has not raised any prices in contemplation of the Inventory Count and that all pricing, including pricing of On-Order merchandise and merchandise from the distribution center will be done in accordance with Merchant's historic practices. l. The Stores will have been operated up through the Start Date in a manner consistent with Merchant's ongoing stores. m. No point of sale activity shall have occurred outside the ordinary course of business. n. Merchandise offered for Sale by Agent with a discount of no lower than ten percent (10%) shall be lower in price then the same Merchandise advertised in Merchant's circulars scheduled to run on August 13. In the event of any such discrepancy herein, Agent shall be entitled to offer customers the lower of the two prices. Agent's sole remedy shall be a credit from Merchant for the amount of the discrepancy.

Merchant’s Warranties. Merchant hereby warrants and represents: a. Merchant is a corporation, duly and validly existing and in good standing under the laws of the State of Ohio. Merchant is and during the Sale will be authorized and duly qualified as a corporation to do business and is in good standing in the jurisdiction in which the Stores are Store is located. (i) This Agreement and all other documents executed by Merchant in accordance with this Agreement are the valid and binding obligations of Merchant enforceable in accordance with their terms; (ii) Merchant has taken all necessary corporate action required to authorize the execution, performance and delivery of this Agreement and the related documents; (iii) no court order or decree of any federal, state or local government authority, or other action known to Merchant, is in effect which will or may prevent or impair consummation of the transactions contemplated by this Agreement; and (iv) the consent of any person or entity, including any landlord, is not required with respect to the transaction contemplated herein.; c. Except for the lien of National City Commercial Finance, Merchant owns and will own at the Start Date and during the Sale good and marketable title to all of the Merchandise (together with the proceeds and accounts receivable arising therefrom), free and clear of all liens, mortgages, pledges, charges, encumbrances, equities or claims whatsoever. Agent shall be entitled to retain all proceeds, subject to section 5, free and clear of all liens, mortgages, pledges, charges, encumbrances, equities or claims whatsoever. d. Except for the balancing of inventory between the Stores, Merchant shall not ship goods into or out of the Stores Store without Agent's consent, which consent will not be unreasonably withheld, nor raise any prices of the Merchandise in contemplation of the Sale. The mix of Merchandise in the Stores Store shall be comparable to that found in the Merchant's ongoing stores. e. No actions or proceedings have been instituted against Merchant or have been threatened, preventing or which may prevent the consummation of the transactions contemplated by this Agreement. Merchant is reasonably current on all accounts payable, due and owing to parties whose cooperation is necessary for operation of the Sale, including but not limited to landlords, newspapers and utilities. f. No notice of terminable default under the leases, licenses or subleases relating to the Stores have Store has been noticed thereunder, and such leases subleases do not prohibit the transactions under this Agreement or of the Sale contemplated herein. g. Merchant represents and warrants that it will not prior to or during the Sale grant any lien or encumbrance on the Merchandise or the Proceeds. h. There is no outstanding order, judgment, injunction award or decree of any court, governmental or regulatory body or arbitration tribunal by which the Merchant or the Merchandise is bound which would materially interfere with the transactions herein, and as of the date of execution herein there is no action, suit, claim, legal, administrative or arbitral proceedings (whether or not the defense thereof or liabilities in respect thereof are covered by insurance) against the Merchant or the Merchandise which would, if determined adversely to the Merchant, be likely to have a material adverse effect upon the transactions contemplated hereby, nor to the best of Merchant's knowledge are there any facts which are likely to give rise to any such action, suit, claim or legal, administrative or arbitral proceeding or investigation. i. The Retail Value of the Merchandise shall be not less than Five Three Million Seven Hundred Thousand Dollars ($5,700,0003,000,000). j. Agent shall be permitted to pass on all applicable manufacturers warranties to customers. k. Merchant represents and warrants that it has not raised any prices in contemplation of the Inventory Count and that all pricing, including pricing of On-Order merchandise and merchandise from the distribution center will be done in accordance with Merchant's historic practices. l. The Stores Store will have been operated up through the Start Date in a manner consistent with Merchant's ongoing stores. m. No point of sale activity shall have occurred outside the ordinary course of business. n. Merchandise offered for Sale by Agent with a discount of no lower than ten percent (10%) shall be lower in price then the same Merchandise advertised in Merchant's circulars scheduled to run on August 13June 13th and June 20th. In the event of any such discrepancy herein, Agent shall be entitled to offer customers the lower of the two prices. Agent's sole remedy shall be a credit from Merchant for the amount of the discrepancy.

Merchant’s Warranties. Merchant hereby warrants and represents: a. Merchant is a corporation, duly and validly existing and in good standing under the laws of the State of Ohio. Merchant is and during the Sale will be authorized and duly qualified as a corporation to do business and is in good standing in the jurisdiction all jurisdictions in which the Stores are located. (i) This Agreement and all other documents executed by Merchant in accordance with this Agreement are the valid and binding obligations of Merchant enforceable in accordance with their terms; (ii) Merchant has taken all necessary corporate action required to authorize the execution, performance and delivery of this Agreement and the related documents; (iii) no court order or decree of any federal, state or local government authority, or other action known to Merchant, is in effect which will or may prevent or impair consummation of the transactions contemplated by this Agreement; and (iv) the consent of any person or entity, including any landlord, is not required with respect to the transaction contemplated herein.; c. Except for the lien of National City Commercial Finance, Merchant owns and will own at the Start Date and during the Sale good and marketable title to all of the Merchandise (together with the proceeds and accounts receivable arising therefrom), free and clear of all liens, mortgages, pledges, charges, encumbrances, equities or claims whatsoever. Agent shall be entitled to retain all proceeds, subject to section 5, free and clear of all liens, mortgages, pledges, charges, encumbrances, equities or claims whatsoever. d. Except for the balancing of inventory between the Stores, Merchant shall not ship goods into or out of the Stores without Agent's consent, which consent will not be unreasonably withheld, nor raise any prices of the Merchandise in contemplation of the Sale. The mix of Merchandise in the Stores shall be comparable to that found in the Merchant's ongoing stores. e. No actions or proceedings have been instituted against Merchant or have been threatened, preventing or which may prevent the consummation of the transactions contemplated by this Agreement. Merchant is reasonably current on all accounts payable, due and owing to parties whose cooperation is necessary for operation of the Sale, including but not limited to landlords, newspapers and utilities. f. No notice of terminable default under the leases, licenses or subleases relating to the Stores have has been noticed thereunder, and such leases do not prohibit the transactions under this Agreement or of the Sale contemplated herein. g. Merchant represents and warrants that it will not prior to or during the Sale grant any lien or encumbrance on the Merchandise or the Proceeds. h. There is no outstanding order, judgment, injunction award or decree of any court, governmental or regulatory body or arbitration tribunal by which the Merchant or the Merchandise is bound which would materially interfere with the transactions herein, and as of the date of execution herein there is no action, suit, claim, legal, administrative or arbitral proceedings (whether or not the defense thereof or liabilities in respect thereof are covered by insurance) against the Merchant or the Merchandise which would, if determined adversely to the Merchant, be likely to have a material adverse effect upon the transactions contemplated hereby, nor to the best of Merchant's knowledge are there any facts which are likely to give rise to any such action, suit, claim or legal, administrative or arbitral proceeding or investigation. i. The Retail Value of the Merchandise shall be not less than Five Six Million Seven Hundred Thousand Dollars ($5,700,0006,000,000). j. Agent shall be permitted to pass on all applicable manufacturers warranties to customers. k. Merchant represents and warrants that it has not raised any prices in contemplation of the Inventory Count and that all pricing, including pricing of On-Order merchandise and merchandise from the distribution center will be done in accordance with Merchant's historic practices. l. The Stores will have been operated up through the Start Date in a manner consistent with Merchant's ongoing storesStores. m. No point of sale activity shall have occurred outside the ordinary course of business. n. Merchandise offered for Sale by Agent with a discount of no lower than ten percent (10%) shall be lower in price then the same Merchandise advertised in Merchant's circulars scheduled to run on August 13June 13th and June 20th. In the event of any such discrepancy herein, Agent shall be entitled to offer customers the lower of the two prices. Agent's sole remedy shall be a credit from Merchant for the amount of the discrepancy.

Merchant’s Warranties. Merchant hereby represents, warrants and represents: a. covenants that: (a) all information contained in the Merchant Application or any other documents delivered to Pivotal in connection therewith is true and complete and properly reflects Merchant’s business, financial condition and principal partners, owners and officers; (b) Merchant has power to execute, deliver and perform the Merchant Agreement, and the Merchant Agreement is duly authorized, and will not violate any provisions of law, or conflict with any other agreement to which Merchant is a corporationsubject; (c) Merchant holds all licenses, duly if any, required to conduct its business and validly existing and in good standing under the laws of the State of Ohio. Merchant is and during the Sale will be authorized and duly qualified as a corporation to do business and in every jurisdiction where it is in good standing in the jurisdiction in which the Stores are located. (i) This Agreement and all other documents executed by Merchant in accordance with this Agreement are the valid and binding obligations of Merchant enforceable in accordance with their termsrequired to do so; (iid) Merchant has taken all necessary corporate action required to authorize the execution, performance and delivery of this Agreement and the related documents; (iii) no court order or decree of any federal, state or local government authority, or other action known to Merchant, is in effect which will or may prevent or impair consummation of the transactions contemplated by this Agreement; and (iv) the consent of any person or entity, including any landlord, is not required with respect to the transaction contemplated herein. c. Except for the lien of National City Commercial Finance, Merchant owns and will own at the Start Date and during the Sale good and marketable title to all of the Merchandise (together with the proceeds and accounts receivable arising therefrom), free and clear of all liens, mortgages, pledges, charges, encumbrances, equities or claims whatsoever. Agent shall be entitled to retain all proceeds, subject to section 5, free and clear of all liens, mortgages, pledges, charges, encumbrances, equities or claims whatsoever. d. Except for the balancing of inventory between the Stores, Merchant shall not ship goods into or out of the Stores without Agent's consent, which consent will not be unreasonably withheld, nor raise any prices of the Merchandise in contemplation of the Sale. The mix of Merchandise in the Stores shall be comparable to that found in the Merchant's ongoing stores. e. No actions or proceedings have been instituted against Merchant or have been threatened, preventing or which may prevent the consummation of the transactions contemplated by this Agreement. Merchant is reasonably current on all accounts payable, due and owing to parties whose cooperation is necessary for operation of the Sale, including but not limited to landlords, newspapers and utilities. f. No notice of terminable default under the leases, licenses or subleases relating to the Stores have been noticed thereunder, and such leases do not prohibit the transactions under this Agreement or of the Sale contemplated herein. g. Merchant represents and warrants that it will not prior to or during the Sale grant any lien or encumbrance on the Merchandise or the Proceeds. h. There is no outstanding order, judgment, injunction award or decree of any court, governmental or regulatory body or arbitration tribunal by which the Merchant or the Merchandise is bound which would materially interfere with the transactions herein, and as of the date of execution herein there is no action, suitsuit or proceeding at law or in equity now pending or, claimto Merchant’s knowledge, legal, administrative threatened by or arbitral proceedings (whether against or not affecting Merchant which would substantially impair its right or ability to carry on its business as now conducted or adversely affect its financial condition or operations or the defense thereof or liabilities in respect thereof are covered by insurance) against entering into of the Merchant Agreement; during the term of the Merchant Agreement, (e) each Sales Draft presented to Pivotal for collection will be genuine and will not be the result of any fraudulent or prohibited Transaction or will not be presented on behalf of any business other than Merchant as authorized by the Merchandise which would, if determined adversely Merchant Agreement; (f) each Sales Draft will be the result of a bona fide Card Transaction for the purchase of goods or services from Merchant by the Cardholder in the total amount stated on the Sales Draft; (g) Merchant has performed or will perform all of its obligations to the Merchantapplicable Cardholder in connection with each Card Transaction; (h) Merchant has complied (and will comply) with Pivotal’s procedures for accepting Cards, and each Card Transaction itself will not involve any element of credit for any purpose other than as set forth in the Merchant Agreement, and will not be likely to have a material adverse effect upon the transactions contemplated hereby, nor to the best of Merchant's knowledge are there any facts which are likely to give rise subject to any such actiondefense, suitdispute, claim offset or legalcounterclaim which may be raised by any Cardholder under the Card Associations’ Rules, administrative under any applicable consumer protection legislation or arbitral proceeding any other relevant provincial or investigationfederal statutes or regulations; and (i) any Credit Voucher which it issues and will issue, will represent a bona fide refund or adjustment on a Card sale by Merchant with respect to which a Sales Draft has been accepted by Pivotal. i. The Retail Value of the Merchandise shall be not less than Five Million Seven Hundred Thousand Dollars ($5,700,000). j. Agent shall be permitted to pass on all applicable manufacturers warranties to customers. k. Merchant represents and warrants that it has not raised any prices in contemplation of the Inventory Count and that all pricing, including pricing of On-Order merchandise and merchandise from the distribution center will be done in accordance with Merchant's historic practices. l. The Stores will have been operated up through the Start Date in a manner consistent with Merchant's ongoing stores. m. No point of sale activity shall have occurred outside the ordinary course of business. n. Merchandise offered for Sale by Agent with a discount of no lower than ten percent (10%) shall be lower in price then the same Merchandise advertised in Merchant's circulars scheduled to run on August 13. In the event of any such discrepancy herein, Agent shall be entitled to offer customers the lower of the two prices. Agent's sole remedy shall be a credit from Merchant for the amount of the discrepancy.

Merchant’s Warranties. Merchant hereby warrants represents and represents: a. covenants that: (a) all information contained in the Merchant Application or any other docu- ments delivered to Bank in connection therewith is true and complete and properly reflects Merchant's business, financial condition and principal partners, owners or officers; (b) Merchant has power to execute, deliver and perform this Agreement, and this Agreement is duly authorized, and will not violate any provisions of law, or conflict with any other agreement to which Merchant is a corporationsubject; (c) Merchant holds all licenses, duly if any, required to conduct its business and validly existing and in good standing under the laws of the State of Ohio. Merchant is and during the Sale will be authorized and duly qualified as a corporation to do business and in every jurisdiction where it is in good standing in the jurisdiction in which the Stores are located. (i) This Agreement and all other documents executed by Merchant in accordance with this Agreement are the valid and binding obligations of Merchant enforceable in accordance with their termsrequired to do so; (iid) Merchant has taken all necessary corporate action required to authorize the execution, performance and delivery of this Agreement and the related documents; (iii) no court order or decree of any federal, state or local government authority, or other action known to Merchant, is in effect which will or may prevent or impair consummation of the transactions contemplated by this Agreement; and (iv) the consent of any person or entity, including any landlord, is not required with respect to the transaction contemplated herein. c. Except for the lien of National City Commercial Finance, Merchant owns and will own at the Start Date and during the Sale good and marketable title to all of the Merchandise (together with the proceeds and accounts receivable arising therefrom), free and clear of all liens, mortgages, pledges, charges, encumbrances, equities or claims whatsoever. Agent shall be entitled to retain all proceeds, subject to section 5, free and clear of all liens, mortgages, pledges, charges, encumbrances, equities or claims whatsoever. d. Except for the balancing of inventory between the Stores, Merchant shall not ship goods into or out of the Stores without Agent's consent, which consent will not be unreasonably withheld, nor raise any prices of the Merchandise in contemplation of the Sale. The mix of Merchandise in the Stores shall be comparable to that found in the Merchant's ongoing stores. e. No actions or proceedings have been instituted against Merchant or have been threatened, preventing or which may prevent the consummation of the transactions contemplated by this Agreement. Merchant is reasonably current on all accounts payable, due and owing to parties whose cooperation is necessary for operation of the Sale, including but not limited to landlords, newspapers and utilities. f. No notice of terminable default under the leases, licenses or subleases relating to the Stores have been noticed thereunder, and such leases do not prohibit the transactions under this Agreement or of the Sale contemplated herein. g. Merchant represents and warrants that it will not prior to or during the Sale grant any lien or encumbrance on the Merchandise or the Proceeds. h. There is no outstanding order, judgment, injunction award or decree of any court, governmental or regulatory body or arbitration tribunal by which the Merchant or the Merchandise is bound which would materially interfere with the transactions herein, and as of the date of execution herein there is no action, suitsuit or proceeding at law or in equity now pending or to Merchant's knowledge, claim, legal, administrative threatened by or arbitral proceedings against or affecting Merchant which would substantially impair its right to carry on its business as now conducted or adversely affect its financial condition or operations; (whether or e) each Sales Draft presented to Bank for collection is genuine and is not the defense thereof result of any fraudulent or liabilities prohibited Transaction or is not being deposited on behalf of any business other than Merchant as authorized by this Agreement; (f) each Sales Draft is the result of a bona fide Card Transaction for the purchase of goods or services from Merchant by the Cardholder in respect thereof are covered by insurancethe total amount stated on the Sales Draft; (g) against the Merchant has performed or the Merchandise which would, if determined adversely will perform all of its obligations to the MerchantCardholder in connection with the Card Transaction evidenced thereby; (h) Merchant has complied with Bank's procedures for accepting Cards, be likely to have a material adverse effect upon and the transactions contemplated herebyCard Transaction itself does not involve any element of credit for any other purposes other than as set forth in this Agreement, nor to the best of Merchant's knowledge are there any facts which are likely to give rise and is not subject to any such actiondefense, suitdispute, claim offset or legalcounterclaim which may be raised by any Cardholder under the Card Associations' rules, administrative the Consumer Credit Protection Act (15 USC §1601) or arbitral proceeding other relevant state or investigationfederal statutes or regulations; and (i) any Credit Voucher which it issues represents a bona fide refund or adjustment on a Card sale by Merchant with respect to which a Sales Draft has been accepted by Bank. i. The Retail Value of the Merchandise shall be not less than Five Million Seven Hundred Thousand Dollars ($5,700,000). j. Agent shall be permitted to pass on all applicable manufacturers warranties to customers. k. Merchant represents and warrants that it has not raised any prices in contemplation of the Inventory Count and that all pricing, including pricing of On-Order merchandise and merchandise from the distribution center will be done in accordance with Merchant's historic practices. l. The Stores will have been operated up through the Start Date in a manner consistent with Merchant's ongoing stores. m. No point of sale activity shall have occurred outside the ordinary course of business. n. Merchandise offered for Sale by Agent with a discount of no lower than ten percent (10%) shall be lower in price then the same Merchandise advertised in Merchant's circulars scheduled to run on August 13. In the event of any such discrepancy herein, Agent shall be entitled to offer customers the lower of the two prices. Agent's sole remedy shall be a credit from Merchant for the amount of the discrepancy.

Merchant’s Warranties. The Merchant hereby warrants and representsthat: a. Merchant is a corporation(a) it has the right, duly power and validly existing and in good standing under authority to enter into this Agreement; (b) the laws undiscounted price of the State goods or services (including any recommended retail price) that it specifies in a Deal or any Advertisement Content is true and correct, and does not materially differ from the price that it usually charges for the provision of Ohio. Merchant is those goods or services in the ordinary course of its business; (c) the Deals, Advertisement Content, and Approved Advertisements do not mislead or deceive or are likely to mislead or deceive, or breach any applicable law or industry code (including but not limited to the Fair Trading Act 1986); (d) for Coupon Deals, the Deal Coupon, upon being delivered by GrabOne, will be available for redemption during the Sale will be authorized and duly qualified redemption period as a corporation to do business and is in good standing specified in the jurisdiction in which the Stores are located.Deal Schedule; (ie) This Agreement and all other documents executed by for Product Deals, the Merchant will have in accordance with this Agreement are the valid and binding obligations stock a number of Merchant enforceable in accordance with their terms; (ii) Merchant has taken all necessary corporate action required to authorize the execution, performance and delivery of this Agreement and the related documents; (iii) no court order or decree of any federal, state or local government authority, or other action known to Merchant, is in effect which will or may prevent or impair consummation units of the transactions contemplated by this Agreement; and goods sufficient to fulfil its obligations; (ivf) the consent terms and conditions of any person or entitythe Deal, including any landlorddiscounts or goods and services offered, is do not required with respect to the transaction contemplated herein. c. Except for the lien of National City Commercial Finance, Merchant owns and will own at the Start Date and during the Sale good and marketable title to all of the Merchandise (together with the proceeds and accounts receivable arising therefrom)not violate any law, free and clear of all liensrule, mortgagesregulation, pledges, charges, encumbrances, equities or claims whatsoever. Agent shall be entitled to retain all proceeds, subject to section 5, free and clear of all liens, mortgages, pledges, charges, encumbrances, equities or claims whatsoever. d. Except for the balancing of inventory between the Stores, Merchant shall not ship goods into or out of the Stores without Agent's consent, which consent will not be unreasonably withheld, nor raise any prices of the Merchandise in contemplation of the Sale. The mix of Merchandise in the Stores shall be comparable to that found in the Merchant's ongoing stores. e. No actions or proceedings have been instituted against Merchant or have been threatened, preventing or which may prevent the consummation of the transactions contemplated by this Agreement. Merchant is reasonably current on all accounts payable, due and owing to parties whose cooperation is necessary for operation of the Saleorder, including but not limited to landlordsto, newspapers any law or regulation governing the use, sale, and utilities.distribution of alcohol and any laws governing vouchers, gift cards, coupons, and gift certificates; f. No notice of terminable default under the leases, licenses or subleases relating (g) it owns all interest in and to the Stores have been noticed thereunderAdvertisement Contents, it has the right to grant to GrabOne the licence in clause 6.1, and that the granting of such leases do not prohibit the transactions under this Agreement licence or inclusion of the Sale contemplated herein.Advertising Contents in any Approved Advertisements does not infringe the intellectual property rights of a third party; g. Merchant represents (h) the Deal, Advertising Content and warrants that it GrabOne's use and promotion of these will not prior to infringe, dilute, misappropriate, or during otherwise violate, anywhere in the Sale grant world, any lien patent, copyright, logo, trademark, service mark, trade name, rights in designs, or encumbrance on other intellectual property right or right of privacy or publicity of any third party or any applicable law, and does not and will not result from the Merchandise misappropriation of any trade secret or the Proceeds. h. There is no outstanding order, judgment, injunction award or decree breach of any court, governmental or regulatory body or arbitration tribunal by which the Merchant or the Merchandise is bound which would materially interfere with the transactions herein, and as of the date of execution herein there is no action, suit, claim, legal, administrative or arbitral proceedings (whether or not the defense thereof or liabilities in respect thereof are covered by insurance) against the Merchant or the Merchandise which would, if determined adversely to the Merchant, be likely to have a material adverse effect upon the transactions contemplated hereby, nor to the best of Merchant's knowledge are there any facts which are likely to give rise confidentiality obligations to any such action, suit, claim person or legal, administrative or arbitral proceeding or investigationentity. i. The Retail Value of the Merchandise shall be not less than Five Million Seven Hundred Thousand Dollars ($5,700,000). j. Agent shall be permitted to pass on all applicable manufacturers warranties to customers. k. Merchant represents and warrants that it has not raised any prices in contemplation of the Inventory Count and that all pricing, including pricing of On-Order merchandise and merchandise from the distribution center will be done in accordance with Merchant's historic practices. l. The Stores will have been operated up through the Start Date in a manner consistent with Merchant's ongoing stores. m. No point of sale activity shall have occurred outside the ordinary course of business. n. Merchandise offered for Sale by Agent with a discount of no lower than ten percent (10%) shall be lower in price then the same Merchandise advertised in Merchant's circulars scheduled to run on August 13. In the event of any such discrepancy herein, Agent shall be entitled to offer customers the lower of the two prices. Agent's sole remedy shall be a credit from Merchant for the amount of the discrepancy.

Merchant’s Warranties. Merchant hereby warrants represents and represents: a. covenants that: (a) all information contained in the Application or any other documents delivered to Bank or ISO in connection therewith is true and complete and properly reflects Merchant's business, financial condition and principal partners, owners or officers; (b) Merchant has power to execute, deliver and perform this Agreement, and this Agreement is duly authorized, and will not violate any provisions of law, or conflict with any other agreement to which Merchant is a corporationsubject; (c) Merchant holds all licenses, duly if any, required to conduct its business and validly existing and in good standing under the laws of the State of Ohio. Merchant is and during the Sale will be authorized and duly qualified as a corporation to do business and in every jurisdiction where it is in good standing in the jurisdiction in which the Stores are located. (i) This Agreement and all other documents executed by Merchant in accordance with this Agreement are the valid and binding obligations of Merchant enforceable in accordance with their termsrequired to do so; (iid) Merchant has taken all necessary corporate action required to authorize the execution, performance and delivery of this Agreement and the related documents; (iii) no court order or decree of any federal, state or local government authority, or other action known to Merchant, is in effect which will or may prevent or impair consummation of the transactions contemplated by this Agreement; and (iv) the consent of any person or entity, including any landlord, is not required with respect to the transaction contemplated herein. c. Except for the lien of National City Commercial Finance, Merchant owns and will own at the Start Date and during the Sale good and marketable title to all of the Merchandise (together with the proceeds and accounts receivable arising therefrom), free and clear of all liens, mortgages, pledges, charges, encumbrances, equities or claims whatsoever. Agent shall be entitled to retain all proceeds, subject to section 5, free and clear of all liens, mortgages, pledges, charges, encumbrances, equities or claims whatsoever. d. Except for the balancing of inventory between the Stores, Merchant shall not ship goods into or out of the Stores without Agent's consent, which consent will not be unreasonably withheld, nor raise any prices of the Merchandise in contemplation of the Sale. The mix of Merchandise in the Stores shall be comparable to that found in the Merchant's ongoing stores. e. No actions or proceedings have been instituted against Merchant or have been threatened, preventing or which may prevent the consummation of the transactions contemplated by this Agreement. Merchant is reasonably current on all accounts payable, due and owing to parties whose cooperation is necessary for operation of the Sale, including but not limited to landlords, newspapers and utilities. f. No notice of terminable default under the leases, licenses or subleases relating to the Stores have been noticed thereunder, and such leases do not prohibit the transactions under this Agreement or of the Sale contemplated herein. g. Merchant represents and warrants that it will not prior to or during the Sale grant any lien or encumbrance on the Merchandise or the Proceeds. h. There is no outstanding order, judgment, injunction award or decree of any court, governmental or regulatory body or arbitration tribunal by which the Merchant or the Merchandise is bound which would materially interfere with the transactions herein, and as of the date of execution herein there is no action, suitsuit or proceeding at law or in equity now pending or to Merchant's knowledge, claim, legal, administrative threatened by or arbitral proceedings against or affecting Merchant which would substantially impair its right to carry on its business as now conducted or adversely affect its financial condition or operations; (whether or e) each Sales Draft presented to Bank for collection is genuine and is not the defense thereof result of any fraudulent or liabilities prohibited Transaction or is not being deposited on behalf of any business other than Merchant as authorized by this Agreement; (f) each Sales Draft is the result of a bona fide Card Transaction for the purchase of goods or services from Merchant by the Cardholder in respect thereof are covered by insurancethe total amount stated on the Sales Draft; (g) against the Merchant has performed or the Merchandise which would, if determined adversely will perform all of its obligations to the MerchantCardholder in connection with the Card Transaction evidenced thereby; (h) Merchant has complied with Settlor's procedures for accepting Cards, be likely to have a material adverse effect upon and the transactions contemplated herebyCard Transaction itself does not involve any element of credit for any other purposes other than as set forth in this Agreement, nor to the best of Merchant's knowledge are there any facts which are likely to give rise and is not subject to any such actiondefense, suitdispute, claim offset or legalcounterclaim which may be raised by any Cardholder under the Card Associations' rules, administrative the Consumer Credit Protection Act (15 USC §1601) or arbitral proceeding other relevant state or investigationfederal statutes or regulations; and (i) any Credit Voucher which it issues represents a bona fide refund or adjustment on a Card sale by Merchant with respect to which a Sales Draft has been accepted by Bank. i. The Retail Value of the Merchandise shall be not less than Five Million Seven Hundred Thousand Dollars ($5,700,000). j. Agent shall be permitted to pass on all applicable manufacturers warranties to customers. k. Merchant represents and warrants that it has not raised any prices in contemplation of the Inventory Count and that all pricing, including pricing of On-Order merchandise and merchandise from the distribution center will be done in accordance with Merchant's historic practices. l. The Stores will have been operated up through the Start Date in a manner consistent with Merchant's ongoing stores. m. No point of sale activity shall have occurred outside the ordinary course of business. n. Merchandise offered for Sale by Agent with a discount of no lower than ten percent (10%) shall be lower in price then the same Merchandise advertised in Merchant's circulars scheduled to run on August 13. In the event of any such discrepancy herein, Agent shall be entitled to offer customers the lower of the two prices. Agent's sole remedy shall be a credit from Merchant for the amount of the discrepancy.