Common use of Payments to Merchant Clause in Contracts

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) Subject to Merchant s compliance with all representations, warranties, covenants, terms and conditions set forth in this Agreement, as As a guaranty of Agent s Agent's performance hereunder, but subject to adjustment as provided, inter alia, in Sections 3.1(c), 11.1(r) and 11.1(s) below, Agent guarantees that shall pay Merchant shall receive sixty an amount equal to twenty-seven and one-tenth percent (60.027.1%) (the "Guaranty Percentage Percentage") of the aggregate Cost Retail Value of the Merchandise included in the Sale (the "Guaranteed Amount ), Amount") which Guaranteed Amount shall be paid at such times time and in such manner as specified in Section 3.3 below. (b) To the extent that Proceeds exceed the sum of (i) the Guaranteed Amount, (ii) Expenses of the Sale and (iii) two percent (2%) of the aggregate Retail Value of the Merchandise (the “Agent’s Fee”) (the sum of (i), (ii) and (iii), the “Sharing Threshold”), then all Proceeds of the Sale above the Sharing Threshold shall hereinafter be providedshared fifty percent (50%) to Merchant and fifty percent (50%) to Agent. All amounts, if any, to be received by Merchant from Proceeds in excess of the Sharing Threshold shall be referred to as the “Recovery Amount.” To the extent that Merchant is entitled to receive a Recovery Amount from the Proceeds, the Agent shall pay such Recovery Amount as part of the Final Reconciliation under Section 5.2(b), as soon as commercially reasonable after the Sale Termination Date. (c) Agent shall pay to Merchant the Guaranteed Amount in the manner and times specified in Section 3.3 below. The Guaranteed Amount will be calculated based upon the aggregate Cost Retail Value of the Merchandise as determined using by (A) the Gross Rings method per Section 5.1 below final certified report of the inventory taking service after verification and reconciliation thereof by Agent and Merchant, (and as otherwise expressly provided for in this Agreement). (bB) The Guaranty Percentage has been fixed based upon the aggregate Cost Retail 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 Distribution Center 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) Sale; and (c) above shall operate independently and cumulatively if applicableamount 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 any adjustment set forth in this Agreementherein, as a guaranty of Agent s Agent’s performance hereunder, Agent guarantees that Merchant shall receive sixty percent aggregate cash consideration of Thirty-Six Million Five Hundred Thousand Dollars (60.0%$36,500,000) (the Guaranty Percentage “Guaranteed Amount”). (b) To the extent that the Comprehensive Sale Proceeds exceed the sum of (x) the Guaranteed Amount, (y) the aggregate amount of the aggregate Cost Value Expenses and (z) Six Million Five Hundred Thousand Dollars ($6,500,000) (the “Agent’s Fee”) (the sum of (x), (y) and (z), the “Sharing Threshold”), then all remaining Comprehensive Sale Proceeds above the Sharing Threshold shall be shared fifty percent (50%) to Merchant and fifty percent (50%) to Agent. All amounts, if any, to be received by Merchant from Comprehensive Sale Proceeds in excess of the Merchandise (Sharing Threshold shall be referred to as the “Recovery Amount”. Agent shall pay to Merchant the Guaranteed Amount )and the Recovery Amount, which Guaranteed if any, in the manner and at the times specified in Section 4.4 below. To the extent that Merchant is entitled to receive a Recovery Amount from the Comprehensive Sale Proceeds, Agent shall be paid at pay such times and in such manner Recovery Amount as shall hereinafter be provided. part of the Final Reconciliation under Section 12, as soon as commercially reasonable thereafter. (c) The Guaranteed Amount will be calculated has been fixed based upon (i) the aggregate Cost Value of the Merchandise as determined using of the Gross Rings method per Section 5.1 below Sale Commencement Date (and as otherwise expressly provided for in this Agreementhereinafter defined) being at least equal to Forty Million Five Hundred Thousand Dollars ($40,500,000) (the “Merchandise Threshold”). , (bii) The Guaranty Percentage has been fixed based upon the aggregate Cost Value of the Merchandise, Pharmacy Products as of the Closing Date being four million, two hundred thousand dollars at least equal to Four Million Dollars ($4,200,0004,000,000) (the Merchandise Threshold “Pharmacy Products Threshold”) and (iii) the number of individual patient prescriptions on record (the “Patient Prescriptions”) that are included in the Other Pharmacy Assets as of the Closing Date being at least six hundred thousand (600,000) (the “Patient Prescriptions Threshold”). To the extent that (i) the aggregate Cost Value of the Merchandise included in the Store Closing Sale is less than, than or greater than, than the Merchandise Threshold, the Guaranty Percentage Guaranteed Amount shall be adjusted downward or upward in accordance with Exhibit 3.1(b4.1(c)(i) annexed hereto. hereto (cin addition to any adjustment applicable pursuant to Exhibit 4.1(c)(ii), Exhibit 4.1(c)(iii) The Guaranty Percentage has been fixed based upon or Exhibit 14.1(f) hereof, as and where applicable); (ii) 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 Pharmacy Products as of the Merchandise varies from Closing Date is less than or greater than the Cost Factor Threshold Pharmacy Products Threshold, the Guaranty Percentage Guaranteed Amount shall be adjusted downward or upward in accordance with Exhibit 3.1(c4.1(c)(ii) annexed hereto. hereto (din addition to any adjustment applicable pursuant to Exhibit 4.1(c)(i), Exhibit 4.1(c)(iii) The respective adjustments contemplated by subsections (bor Exhibit 14.1(f) hereof, as and where applicable); and (ciii) above the number of Patient Prescriptions as of the Closing Date is less than or greater than the Patient Prescriptions Threshold, the Guaranteed Amount shall operate independently be adjusted downward or upward in accordance with Exhibit 4.1(c)(iii) annexed hereto (in addition to any adjustment applicable pursuant to Exhibit 4.1(c)(i), Exhibit 4.1(c)(ii) or Exhibit 14.1(f) hereof, as and cumulatively if where applicable).

Payments to Merchant. (a) Subject to Merchant s compliance with all representations, warranties, covenants, terms and conditions set forth in this Agreement, as As a guaranty of Agent s Agent’s performance hereunder, Agent guarantees to Merchant that Merchant the Proceeds of the Sale shall receive sixty equal sixty-four and seventy-five one-hundredths percent (60.064.75%) (the “Guaranty Percentage Percentage”) of the aggregate Cost Value of the Merchandise as determined under Sections 3.4 and 3.5 hereof (the “Guaranteed Amount Amount”) plus an amount sufficient to pay all Expenses. (b) To the extent that Proceeds exceed the sum of (x) the Guaranteed Amount, plus (y) the Expenses plus (z) the Agent’s Fee (as defined below)(the sum of (x), which (y) and (z), the “Sharing Threshold”), then all remaining Proceeds above the Sharing Threshold shall be shared fifty percent (50%) to Merchant and fifty percent (50%) to Agent. All amounts, if any, to be received by Merchant in excess of the Guaranteed Amount shall be paid referred to as the “Recovery Amount”, and all amounts, if any, to be received by Agent in excess of the Agent’s Fee, shall be referred to as the “Agent’s Additional Fee” . Agent shall pay to Merchant the Guaranteed Amount, unreimbursed Expenses due to Merchant, and the Recovery Amount, if any, in the manner and at such the times specified in Sections 3.3 and in such manner as shall hereinafter be provided3.4 below. The Guaranteed Amount and the Recovery Amount will be calculated based upon the aggregate Cost Value of the Merchandise as determined using by (A) the Final Inventory Report, and (B) the aggregate amount of Gross Rings method per (as adjusted for shrinkage in accordance with Section 5.1 below (and as otherwise expressly provided for in 3.6 of this Agreement). (bc) The Guaranty Percentage has been fixed calculated and agreed upon based upon the aggregate Cost Value of the Merchandise, Merchandise in the New Stores not being four million, two (i) less than one hundred thousand twenty million dollars ($4,200,000120,000,000) (the Merchandise Threshold “Inventory Floor”) or (ii) greater than one hundred twenty-three million dollars ($123,000,000 (the “Inventory Ceiling”). To the extent that the aggregate Cost Value of the Merchandise included in the Sale New Stores is less than, than the Inventory Floor or greater than, than the Merchandise ThresholdInventory Ceiling, the Guaranty Percentage shall be adjusted adjusted, on a pro rata basis, 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 Merchandise3.1(c)hereto, being thirty-six as 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 where applicable.

Payments to Merchant. (a) Subject to Merchant s compliance with all representations, warranties, covenants, terms and conditions set forth in this Agreement, as As a guaranty of Agent s Agent’s performance hereunder, Agent guarantees that Merchant shall receive sixty twenty-five and one-tenth percent (60.025.1%) (the “Guaranty Percentage Percentage”) of the aggregate Cost Retail Value of the Merchandise (the “Guaranteed Amount Amount”), which Guaranteed Amount shall be paid at such times time and in such manner as shall hereinafter be provided. (b) To the extent that Proceeds exceed the sum of (i) the Guaranteed Amount, (ii) Expenses of the Sale and (iii) two percent (2%) of the aggregate Retail Value of the Merchandise (the “Agent’s Fee”) (the sum of (i), (ii) and (iii), the “Sharing Threshold”), then all Proceeds of the Sale above the Sharing Threshold shall be shared fifty percent (50%) to Merchant and fifty percent (50%) to Agent. All amounts, if any, to be received by Merchant from Proceeds in excess of the Sharing Threshold shall be referred to as the “Recovery Amount.” Agent shall pay to Merchant the Guaranteed Amount and the Recovery Amount, if any, in the manner and at the times specified in Section 3.3. The Guaranteed Amount and the Recovery Amount will be calculated based upon the aggregate Cost Retail Value of the Merchandise as determined using by (A) the Gross Rings method per Section 5.1 below final certified report of the Inventory Taking Service after verification and reconciliation thereof by Agent and Merchant; (and as otherwise expressly provided for in this Agreement). (bB) 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 Retail Value of the Merchandise included in the Sale is less thansubject to Gross Rings, or greater than, the Merchandise Threshold, the Guaranty Percentage shall be as adjusted in accordance with Exhibit 3.1(b) annexed hereto. (c) The Guaranty Percentage has been fixed based upon the aggregate Cost Value-to-for shrinkage per this Agreement; and any other adjustments 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 as expressly contemplated by subsections (b) and (c) above shall operate independently and cumulatively if applicablethis Agreement.