Operating Considerations. 4.1 MERCHANT agrees to monitor performance and provide volume statistics for such things as customer service visits to the MERCHANT web site and telephone calls to the 800 number customer service desk.
Operating Considerations. PriceSmart shall operate the Business from the date hereof until the Delivery Date only in the ordinary course of business consistent with past custom and practice and in accordance in all material respects with the annual budget (the "ANNUAL BUDGET") for the Business attached hereto as EXHIBIT B, subject to any good-faith reductions in the expenses set forth in the Annual Budget in response to any material diminution in the revenues projected in the Annual Budget or PriceSmart's good-faith determination to terminate the Price/Costco programs. Without limiting the foregoing, PriceSmart shall (i) use commercially reasonable efforts to collect on all accounts receivable consistent with past custom and practice, (ii) not incur operating expenses that exceed in any material respect any of the line items in the Annual Budget and not incur operating expenses that exceed the Annual Budget, (iii) cause the budgeted full-time equivalents ("FTEs") to devote substantially all of their time to the Business (unless the FTEs are budgeted only on a part-time basis), and (iv) regularly consult with and consider the advice of ADG concerning the marketing, dealer network, product offerings and overall strategy for the Business. Notwithstanding the foregoing, the parties acknowledge and agree that (i) PriceSmart is obligated to operate the Business in accordance with the Costco Agreement and (ii) PriceSmart may incur such expenses and take such actions as may be deemed necessary, in its sole discretion, to comply with its obligations under the Costco Agreement, and such expenses shall be taken into account in computing the Net Profits under Section 3 above. ADG shall not take any action which impairs or conflicts with, or could reasonably be expected to impair or conflict with, PriceSmart's performance of its obligations under the Costco Agreement. Not more than once each calendar quarter, ADG and its representatives shall have the right, at their sole expense, upon reasonable notice and during normal business hours, to inspect and audit the books and records of PriceSmart relating to the Business. PriceSmart agrees that it will not amend or modify the Costco Agreement in any way which materially adversely affects the Business or the results of the operations thereof, without the prior written consent of ADG, which will not be unreasonably withheld or delayed. Subject to the refund obligations of PriceSmart in Section 2, nothing in this Agreement shall be construed so as to ...
Operating Considerations
