Payments to Merchant. (a) As a guaranty of Agent’s performance hereunder, Agent guarantees to Merchant that the Proceeds of the Sale shall equal or exceed seventy and one half percent (70.5%) (the “Guaranty Percentage”) of the aggregate Cost Value of the Merchandise included in the Sale (the “Guaranteed Amount”) plus an amount sufficient to pay all Expenses.
(b) To the extent that Proceeds exceed the sum of (x) the Guaranteed Amount, (y) Expenses of the Sale, and (z) one percent (1.0%) of the aggregate Cost Value of the Merchandise (the “Agent’s Fee”) (the sum of (x), (y) and (z), the “Initial Sharing Threshold”), then Proceeds of the Sale above the Initial Sharing Threshold shall be shared seventy percent (70%) to Merchant and thirty percent (30%) to Agent until Agent has received an aggregate amount (including the Agent’s Fee and its 30% sharing) equal to three percent (3%) of the aggregate Cost Value of the Merchandise (the “Additional Sharing Threshold” and collectively with the “Initial Sharing Threshold”, the “Sharing Thresholds”), and then all remaining Proceeds of the Sale above the Additional Sharing Threshold shall be shared ninety percent (90%) to Merchant and ten percent (10%) to Agent. All amounts, if any, to be received by the Merchant from Proceeds in excess of the Sharing Thresholds shall be referred to as the “Recovery Amount.” The Agent shall pay to the Merchant the Guaranteed Amount, the Recovery Amount, if any, in the manner and at the times specified in Section 3.3 below. The Guaranteed Amount and the Recovery Amount will be calculated based upon the aggregate Cost Value of the Merchandise as determined by the amount of Gross Rings, as adjusted for shrinkage per this Agreement.
Payments to Merchant. (a) Subject to Merchant s compliance with all representations, warranties, covenants, terms and conditions set forth in this Agreement, as a guaranty of Agent s performance hereunder, Agent guarantees that Merchant shall receive sixty percent (60.0%) (the Guaranty Percentage ) of the aggregate Cost Value of the Merchandise (the Guaranteed Amount ), which Guaranteed Amount shall be paid at such times and in such manner as shall hereinafter be provided. The Guaranteed Amount will be calculated based upon the aggregate Cost Value of the Merchandise as determined using the Gross Rings method per Section 5.1 below (and as otherwise expressly provided for in this Agreement).
(b) The Guaranty Percentage has been fixed based upon the aggregate Cost Value of the Merchandise, being four million, two hundred thousand dollars ($4,200,000) (the Merchandise Threshold ). To the extent that the aggregate Cost Value of the Merchandise included in the Sale is less than, or greater than, the Merchandise Threshold, the Guaranty Percentage shall be adjusted in accordance with Exhibit 3.1(b) annexed hereto.
(c) The Guaranty Percentage has been fixed based upon the aggregate Cost Value-to-Retail Value relationship of the Merchandise, being thirty-six and seven-tenths percent (36.7%) (the Cost Factor Threshold ). To the extent that the aggregate Cost Value-to-Retail Value relationship of the Merchandise varies from the Cost Factor Threshold the Guaranty Percentage shall be adjusted in accordance with Exhibit 3.1(c) annexed hereto.
(d) The respective adjustments contemplated by subsections (b) and (c) above shall operate independently and cumulatively if applicable.
Payments to Merchant. (a) As a guaranty of Agent’s performance hereunder, Agent guarantees that Merchant shall receive: (i) [ ] percent ([ ]%) (the “Guaranty Percentage”) of the aggregate Cost Value of the Merchandise included in the Sale (the “Guaranteed Amount”) plus
(ii) the aggregate amount calculated in accordance with Section 7.4.
(b) The Guaranteed Amount, shall be paid in the manner and at the times specified in Section 3.3 below. The Guaranteed Amount will be calculated based upon the aggregate Cost Value of the Merchandise as determined by (A) the final certified report of the Inventory Taking Service after verification and reconciliation thereof by Agent and Merchant plus (B) amount of Gross Rings, as adjusted for shrinkage per this Agreement.
(c) The Guaranty Percentage has been fixed based upon the aggregate Cost Value of the Merchandise (excluding Distribution Center Inventory, if any) not being less than $[ ] and no more than $[ ] (the “Merchandise Threshold”) as of the Sale Commencement Date, excluding News Stand Inventory and Café/ Candy Inventory, periodical items, and other café items. To the extent that the aggregate Cost Value of the Merchandise included in the Sale is less than or more than the Merchandise Threshold, the Guaranty Percentage shall be adjusted in accordance with Exhibit 3.1(c) annexed hereto (in addition to any adjustment applicable pursuant to section 11.1(m) hereof), as and where applicable.
Payments to Merchant. (i) As a guaranty of Agent’s performance hereunder, Merchant shall receive from Agent the sum of 77% of the aggregate Cost Price of the Merchandise, except for Transfer Merchandise and Warehouse Merchandise received at the Stores on and after the Cutoff Date, as to which such percentage shall be the product of 77% times the complement of the then prevailing Store Closing Sale discount at the time of the receipt of such Merchandise at the Stores (the “Guaranteed Amount”). The “Cutoff Date” shall mean twenty-one (21) days after the Sale Commencement Date, provided that, the aggregate Cost Price of Transfer Merchandise, On-Order Merchandise, and Warehouse Merchandise received at the Stores between the 14th and 21st day after the Sale Commencement Date shall not exceed $1,000,000. In addition, Agent guarantees that Proceeds shall be no less than the sum of the Guaranteed Amount and Expenses hereunder.
Payments to Merchant. (a) As a guaranty of Agent's performance hereunder, Merchant shall receive from Agent the sum of 45.15% of the aggregate Retail Price of the Merchandise less the Return Credit (the "Guaranteed Amount").
(b) The Guaranteed Amount has been calculated and agreed upon based upon Merchant's representation that the aggregate Retail Price of the Merchandise as of the Sale Commencement Date will not be less than $25 million (the "Merchandise Threshold"), that all such Merchandise will conform to Merchant's representations and warranties contained herein, and that no representations, warranties or covenants of Merchant hereunder have been breached. Merchant and Agent agree that in the event that the final report of the inventory taking service indicates that the Retail Price of Merchandise is less than the Merchandise Threshold, then the percentage on which the Guaranteed Amount is based shall be reduced by .25 for each $500,000 shortfall below the Merchandise Threshold (prorated for each partial $500,000 increment); provided,
Payments to Merchant. (a) As a guaranty of Purchaser’s and JV Agent’s performance hereunder (including in their respective capacities as Agent) and as consideration under the APA, in addition to the payment of Expenses in accordance with Sections 4.1 and 4.2, Purchaser and JV Agent jointly and severally guarantee, subject to adjustment as expressly provided in this Agreement, that Merchant shall receive $69,000,000 (the “Guaranteed Amount”).
(b) To the extent that Proceeds exceed the sum of (x) the Guaranteed Amount plus (y) Expenses of the Sale, Purchaser and JV Agent shall be entitled to retain all remaining Proceeds for their sole and exclusive benefit (the “Agent’s Fee”).
(c) The portion of the Guaranteed Amount corresponding to the Merchandise will be calculated based upon the aggregate Cost Value of the Merchandise as determined by (A) the Final Inventory Report after verification and reconciliation thereof by Purchaser, JV Agent and Merchant (in consultation with the DIP Agent) in writing, (B) the aggregate Cost Value of the Distribution Center Merchandise and On-Order Merchandise that is received at the Stores after the applicable Inventory Date to the extent not included in the Final Inventory Report; (C) the amount of Gross Rings, as adjusted for shrinkage per this Agreement;
Payments to Merchant. 7 -------------------- 3.2 Compensation to Agent............................................. 7 --------------------- 3.3 Time of Payments.................................................. 8 ---------------- Section 4. Expenses of the Sale.......................................... 8 --------- -------------------- 4.1 Expenses........................................................... 8 -------- 4.2 Payment of Expenses............................................... 10 ------------------- Section 5. Inventory Valuation; Merchandise.............................. 10 --------- -------------------------------- 5.1 Inventory Taking.................................................. 10 ---------------- 5.2 Valuation......................................................... 10 --------- 5.3 Gross Rings....................................................... 10 ----------- 5.4 Post-Closing Payment.............................................. 10 -------------------- 5.5 Additional Inventory.............................................. 11 -------------------- 5.6 Merchandise Subject to this Agreement............................. 12 ------------------------------------- Excluded Goods............................................................. 12 -------------- Section 6. Sale Term..................................................... 13 --------- --------- 6.1 Term.............................................................. 13 ---- 6.2 Vacating the Stores............................................... 13 ------------------- Section 7. Sale Proceeds................................................. 13 --------- ------------- 7.1 Proceeds.......................................................... 13 -------- 7.2 Deposit of proceeds............................................... 14 ------------------- 7.3 Credit Card Proceeds.............................................. 14 -------------------- Section 8 Conduct of the Sale........................................... 14 --------- ------------------- 8.1 Rights of Agent................................................... 14 --------------- 8.2 Terms of Sales to Customers....................................... 15 --------------------------- 8.3 Sales Taxes....................................................... 15 ----------- 8.4 Supplies.......................................................... 16 -------- 8.5 Returns of Merchandise............................................ 16 ---------------------- 8.6 Layaway, Repair and ...
Payments to Merchant. (i) As a guaranty of Agent's performance hereunder, Merchant shall receive from Agent the sum of 86.5% of the aggregate Cost Value of the Merchandise (the "GUARANTEED AMOUNT") plus all xxxxx cash on hand at the Stores on a dollar for dollar basis. "Cost Value" shall mean the SKU cost of the Merchandise as reflected and recorded in the Merchant's perpetual inventory system, and as set forth in the July 22 Inventory Report.
Payments to Merchant. (a) As a guaranty of Agent's performance hereunder, Agent guarantees to Merchant that the Proceeds of the Sale shall equal or exceed 41% (the "Guaranty Percentage") of the aggregate Cost Value (as defined below) of the Merchandise as determined under Sections 3.4 and 3.5 hereof (the "Guaranteed Amount") plus an amount sufficient to pay all Expenses.
(b) To the extent that Proceeds exceed the sum of (x) the Guaranteed Amount, (y) the Agreed Expenses of the Sale (as defined below) and (z) two percent (2%) of the aggregate Cost Value of the Merchandise (the "Agent's Base Fee") (the sum of (x), (y) and (z), the "Sharing Threshold"), then all remaining Proceeds of the Sale above the Sharing Threshold shall be shared sixty percent (60%) to Merchant and forty percent (40%) to Agent. All amounts, if any, to be received by Merchant from Agent in excess of the Sharing Threshold shall be referred to as the "Recovery Amount". Agent shall pay to Merchant the Guaranteed Amount, unreimbursed Expenses due to Merchant, and the Recovery Amount, if any, in the manner and at the times specified in Sections 3.3 and 3.
Payments to Merchant. (a) As a guaranty of Agent’s performance hereunder, Agent shall pay Merchant an amount equal to seventy-seven percent (77.0%) (the “Guaranty Percentage”) of the aggregate Cost Value of the Merchandise included in the Sale (the “Guaranteed Amount”). Agent shall pay to Merchant the Guaranteed Amount in the manner and at the times specified in, as applicable, Section 3.3 and Section 16 below.
(b) The Guaranteed Amount will be calculated based upon the aggregate Cost Value of the Merchandise as determined by (i) the final report of the aggregate Cost Value of the Merchandise by the Inventory Taking Service, after review, reconciliation and verification thereof by Agent and Merchant (the “Final Inventory Report”), and (ii) amount of Gross Rings, as adjusted for shrinkage per this Agreement.
