Private Brands. (a) Prior to the Closing, Seller shall use commercially reasonable efforts to enter into such agreements with third-party vendors as are necessary to enable Seller to deliver Products (as defined in the Private Brands Agreement) to Buyer; provided, however, that Seller and its Affiliates shall have no obligation to pay money or grant any accommodation to any third party in order to enter into such agreements, except to the extent that Buyer agrees to reimburse Seller or such Affiliate for any such payment made by Seller or such Affiliate at the request of Buyer.
(b) Buyer acknowledges that Schedule 1 of the Private Brands Agreement was prepared prior to the date hereof based on information then available to Seller. On or before May 13, 2005, Seller will update Schedule 1 of the Private Brands Agreement for informational purposes only to reflect orders for delivery through January 2006 based on the best information then available. Schedule 1 of the Private Brands Agreement will be finalized by Seller as of five days before the Closing to reflect new orders and fill-in orders placed (in each case, subject to Section 7.04(b)(xvii)), goods received, new information obtained and other adjustments made in the ordinary course of business between the date Schedule 1 was originally prepared and the date Schedule 1 is finalized (regardless of the expected delivery date). At the Closing, Seller shall deliver to Buyer such finalized Schedule 1.
(c) If the Closing occurs on or prior to July 5, 2005, Buyer shall not be obligated to take delivery of any merchandise under the Private Brands Agreement after the close of Buyer's fiscal year ending in January 2006. If the Closing occurs after July 5, 2005, Seller may place orders in the ordinary course of business for spring 2006 merchandise or fill-in orders for delivery after November 15, 2005, and any such orders shall be included in the finalized version of Schedule 1 of the Private Brands Agreement regardless of the expected delivery date or the date on which such schedule may have been previously finalized.
Private Brands. (a) Prior to the Closing, Seller shall use commercially reasonable efforts to enter into such agreements with third-party vendors as are necessary to enable Seller to deliver Products (as defined in the Private Brands Agreement) to Buyer; provided, however, that Seller and its Affiliates shall have no obligation to pay money or grant any accommodation to any third party in order to enter into such agreements, except to the extent that Buyer agrees to reimburse Seller or such Affiliate for any such payment made by Seller or such Affiliate at the request of Buyer.
Private Brands. (a) During the period prior to the Effective Time, Seller shall cooperate in good faith with Buyer in Buyer's efforts to obtain consents from owners or licensors of Private Brands (as defined in the Private Brands Agreement) in connection with the transactions contemplated by the Private Brands Agreement; provided, however, that Seller and its Affiliates shall not have any obligation to pay money or grant any accommodation to any third party in order to obtain such consents.
(b) Prior to the Closing, Seller shall cooperate in good faith with Buyer in Buyer's effort to obtain such agreements with third-party vendors as are necessary to enable Seller to deliver Products (as defined in the Private Brands Agreement) to Buyer; provided, however, that Seller and its Affiliates shall not have any obligation to pay money or grant any accommodation to any third party in order to enter into such agreements.
(c) Buyer acknowledges that a draft of Schedule 1 of the Private Brands Agreement will be delivered within two (2) days of the date hereof based on information then readily available to Seller. Prior to the Closing Date or as promptly as practicable thereafter, Schedule 1 of the Private Brands Agreement will be finalized by Seller to reflect new order and fill-in orders placed (in each case, subject to Section 6.4(xvi)), goods received, new information obtained and other adjustments made in the ordinary course of business between the date Schedule 1 was originally prepared and the date Schedule 1 is finalized (regardless of expected delivery date).
