Common use of Returns of Merchandise Clause in Contracts

Returns of Merchandise. During the Sale Term, Agent shall accept returns of merchandise sold by Merchant prior to the Sale Commencement Date (“Returned Merchandise”), provided that such return is accompanied by the original Store register receipt and is otherwise in compliance with Merchant’s return and price adjustment policy in effect as of the date such item was purchased. Subject to Merchant’s right to return such defective goods to Merchant’s vendors, if such Returned Merchandise is saleable as first-quality Merchandise, it shall be included in Merchandise and valued at the Cost Value (less the prevailing sale discount) applicable to such item as of the Sale Commencement Date. In the event that Returned Merchandise constitutes Defective Merchandise (“Returned Defective Merchandise”), Merchant and Agent shall mutually agree upon the Cost Value for such item of Returned Defective Merchandise; provided, however, in the event that Merchant and Agent cannot mutually agree upon the Cost Value for such Returned Defective Merchandise, or such Returned Defective Merchandise constitutes Excluded Defective Merchandise, then such Returned Defective Merchandise shall constitute Merchant Consignment Goods or Excluded Defective Merchandise and excluded from the Sale. The aggregate Cost Value of the Merchandise shall be increased by the Cost Value of any Returned Merchandise included in Merchandise (determined in accordance with this Section 8.5), and the Guaranteed Amount shall be adjusted accordingly. Merchant shall promptly reimburse Agent in cash for any refunds Agent is required to issue to customers in respect of any Returned Merchandise; provided, however, to the extent that the Guaranteed Amount has been paid in full, unless and until Merchant and Agent agree to a mutually acceptable escrow or reserve sufficient to insure that Merchant will have sufficient funds to reimburse Agent pursuant to this Section 8.5, Agent shall have no further obligations pursuant to this Section 8.5. Returned Merchandise not included in Merchandise shall be disposed of by Agent in accordance with instructions received from Merchant or, in the absence of such instructions, returned to Merchant at the end of the Sale Term. Any increases in the Guaranteed Amount in connection with returned Merchandise shall be accounted for on a weekly basis. Except to the extent that Merchant and Agent agree that Merchant’s POS or other applicable systems can account for returns of Merchandise, all returns must be noted and described in a detailed log and shall identify the receipt number for the original receipt and the date the item was purchased (the “Returned Merchandise Log”), to be maintained by Agent in a form acceptable to Merchant. Agent shall provide Merchant with a copy of any Returned Merchandise Log on a weekly basis during the Sale. Agent shall not be entitled to any adjustment, credit or payment for Returned Merchandise which is not properly noted and described in the Returned Merchandise Log (or otherwise reflected in Merchant’s POS systems).

Returns of Merchandise. During the Sale Term, Term the Agent shall ---------------------- accept returns of merchandise goods sold by Merchant from the Stores prior to the Sale Commencement Date only in accordance with Merchant's current custom and practice (“"Returned Merchandise”"), provided that such return is goods are accompanied by the original -------------------- Store register receipt and such return is otherwise in compliance accordance with Merchant’s the applicable return and price adjustment policy for such Store in effect as prior to the Sale Commencement Date. Merchant shall reimburse Agent in cash for the amount of any store credit or refund given to any customer in respect of Returned Merchandise. To the date such item was purchased. Subject to Merchant’s right to return such defective goods to Merchant’s vendors, if such extent that Returned Merchandise is saleable salable as first-first quality merchandise, it shall be included in Merchandise and for purposes of calculation of the Guaranteed Amount, shall be valued at the Retail Price applicable to such item multiplied by the compliment of the prevailing Sale discount at the time of the return. If the Returned Merchandise constitutes Defective Merchandise, Display Merchandise or Near Date Merchandise, it shall be included in Merchandise and valued at assigned a Retail Price in accordance with the Cost Value (less applicable provisions of Section 5.3 above multiplied by the compliment of the prevailing sale Sale discount) applicable . Subject to such item as Merchant's reimbursement to Agent of the Sale Commencement Date. In the event that amount of any store credit or refund granted for any Returned Merchandise constitutes Defective Merchandise (“Returned Defective Merchandise”), Merchant and Agent shall mutually agree upon the Cost Value for such item of Returned Defective Merchandise; provided, however, in the event that Merchant and Agent cannot mutually agree upon the Cost Value for such Returned Defective Merchandise, or such Returned Defective Merchandise constitutes Excluded Defective Merchandise, then such Returned Defective Merchandise shall constitute Merchant Consignment Goods or Excluded Defective Merchandise and excluded from the Sale. The aggregate Cost Value Retail Price of the Merchandise shall be increased by the Cost Value Retail Price of any Returned Merchandise included in Merchandise (determined in accordance with this Section 8.5), and the Guaranteed Amount shall be adjusted accordingly. Merchant shall promptly reimburse Agent in cash for any refunds Agent is required to issue to customers in respect of any Returned Merchandise; provided, however, to the extent that the Guaranteed Amount has been paid in full, unless and until Merchant and Agent agree to a mutually acceptable escrow or reserve sufficient to insure that Merchant will have sufficient funds to reimburse Agent pursuant to this Section 8.5, Agent shall have no further obligations pursuant to this Section 8.5. Any Returned Merchandise which is not included in Merchandise shall be disposed of by Agent in accordance with instructions received from Merchant or, in the absence of such instructions, returned to Merchant at the end of the Sale Term. Any increases in the Guaranteed Amount in connection with returned and any reimbursements due to Agent as result of Returned Merchandise shall be accounted for on a weekly basis. Except to the extent that Merchant and Agent agree that Merchant’s POS or other applicable systems can account for returns of Merchandise, all returns must be noted and described in a detailed log and shall identify the receipt number for the original receipt and the date the item was purchased (the “Returned Merchandise Log”), to be maintained paid by Agent in a form acceptable and/or Merchant, as applicable, immediately following the weekly Sale reconciliation pursuant to Section 8.7 hereof. Upon Merchant. 's written request, and at Merchant's sole cost and expense, Agent shall provide Merchant with a copy of any Returned xxxx Merchandise Log on a weekly basis during the Sale. Agent shall not be entitled to any adjustment, credit or payment for Returned Merchandise which is not properly noted and described in the Returned manner reasonably requested by Merchant to permit Merchant to identify such Merchandise Log at Merchant's stores (or otherwise reflected in Merchant’s POS systems)other than the Stores) upon return thereof.

Returns of Merchandise. During the Sale Term, Agent shall accept returns of merchandise sold by Merchant prior to the Sale Commencement Date (collectively, the “Returned Merchandise”), provided that such return is accompanied by the original Store register receipt and is otherwise in compliance with Merchant’s return and price adjustment policy in effect as of the date such item was purchased. Subject to Merchant’s right to return such defective goods to Merchant’s vendors, if such Returned Merchandise is saleable as new, first-quality Merchandisequality, undamaged, finished saleable goods, it shall be included in the Sale as Merchandise and shall be valued at the Cost Retail Value (less the prevailing sale discount) applicable to such item as multiplied by the inverse of the then prevailing Sale Commencement Datediscount. In the event that Returned Merchandise constitutes Defective Merchandise (collectively, the “Returned Defective Merchandise”), Merchant and Agent shall mutually agree upon the Cost Retail Value for such item of Returned Defective Merchandise; provided, however, in the event that Merchant and Agent cannot mutually agree upon the Cost Retail Value for such Returned Defective Merchandise, or such Returned Defective Merchandise constitutes Excluded Defective Merchandise, then such Returned Defective Merchandise shall constitute Merchant Consignment Goods or Excluded Defective Merchandise and be excluded from the Sale. The aggregate Cost Retail Value of the Merchandise shall be increased by the Cost Retail Value of any Returned Merchandise included in Merchandise (determined in accordance with this Section 8.5), and the Guaranteed Amount shall be adjusted accordingly. Merchant shall promptly reimburse Agent in cash for any refunds Agent is required to issue to customers in respect of any Returned Merchandise; provided, however, to the extent that the Guaranteed Amount has been paid in full, unless and until Merchant and Agent agree to a mutually acceptable escrow or reserve sufficient to insure that Merchant will have sufficient funds to reimburse Agent pursuant to this Section 8.5, Agent shall have no further obligations pursuant to this Section 8.5. Returned Merchandise not included in Merchandise shall be disposed of by Agent in accordance with instructions received from Merchant or, in the absence of such instructions, returned to Merchant at the end of the Sale Term. Any increases in the Guaranteed Amount in connection with returned Merchandise shall be accounted for on a weekly basis. Except to the extent that Merchant and Agent agree that Merchant’s POS or other applicable systems can account for returns of Merchandise, all returns must be noted and described in a detailed log and shall identify the receipt number for the original receipt and the date the item was purchased (the “Returned Merchandise Log”), to be maintained by Agent in a form reasonably acceptable to Agent and Merchant. Agent shall provide Merchant with a copy of any Returned Merchandise Log on a weekly basis during the Sale. Agent shall not be entitled to any adjustment, credit or payment for Returned Merchandise which is not properly noted and described in the Returned Merchandise Log (or otherwise reflected in Merchant’s POS systems).

Returns of Merchandise. During the first thirtysixty (3060) days of the Sale Term, Term (or such longer period as Buyer may agree to in writing) (the “Return Deadline”) Agent shall accept returns of merchandise sold by Merchant prior to the Sale Commencement Date (“Returned Merchandise”), provided that such return is accompanied by the original Store register receipt and is otherwise in compliance with Merchant’s return and price adjustment policy in effect as of immediately prior to the date such item was purchasedSale Commencement Date. Subject to Merchant’s right to return such defective goods to Merchant’s vendors, if If such Returned Merchandise is saleable as first-otherwise “Merchandise”first quality Merchandise, finished goods capable of being sold at normal retail price it shall be included in Merchandise and valued at the Cost Value (less the prevailing sale discount) applicable to such item as of the Sale Commencement Dateand, but shall not be included for purposes of determining the Inventory Purchase Price Adjustment. In For refunds issued after Pre-Closing Period, but on or prior to the event that Returned Merchandise constitutes Defective Merchandise (“Returned Defective Merchandise”)Return Deadline, Merchant and Agent shall mutually agree upon the Cost Value for such on accountin respect of each item of Returned Defective Merchandise; providedMerchandise that is first quality finished goods capable of being sold at normal retail price, however, in the event that Merchant and Agent cannot mutually agree upon the Cost Value for such Returned Defective Merchandise, or such Returned Defective Merchandise constitutes Excluded Defective Merchandise, then such Returned Defective Merchandise shall constitute Merchant Consignment Goods or Excluded Defective Merchandise and excluded from the Sale. The aggregate Cost Value of the Merchandise shall be increased by the Cost Value of any Returned Merchandise included in Merchandise (determined in accordance with this Section 8.5), and the Guaranteed Amount shall be adjusted accordingly. Merchant Buyer shall promptly reimburse Agent in cash for any anythe difference between (x) the refunds Agent is required to issue to customers in respect of any anyeach such item of Returned Merchandise and (y) the Cost Value of each such item of Returned Merchandise; provided. For refunds issued in respect of each item of Returned Merchandise that is NOT first quality finished goods capable of being sold at normal retail price, howeverbut nonetheless capable of being resold, to the extent that the Guaranteed Amount has been paid in full, unless and until Merchant and Agent agree to a mutually acceptable escrow or reserve sufficient to insure that Merchant will have sufficient funds to Buyer shall promptly reimburse Agent pursuant in cash the difference between (x) the refund Agent is required to this Section 8.5, Agent shall have no further obligations pursuant issue to this Section 8.5. customers in respect of each such item of Returned Merchandise not included in Merchandise and (y) a Cost Value mutually agreed upon by Agent and Buyer for each such item of Returned Merchandise. Buyer shall be disposed reimburse Agent on account of refunds issued by Agent in accordance with instructions received from Merchant or, the previous two sentences during each Weekly Sale Reconciliation provided for in the absence of such instructions, returned to Merchant at the end of the Sale Term. Any increases in the Guaranteed Amount in connection with returned Merchandise shall be accounted for on a weekly basisSection 8.7. Except to the extent that Merchant and/or Buyer, as applicable, and Agent agree that Merchant’s and/or Buyer’s, as applicable, POS or other applicable systems can account for returns of Merchandisegoods, all returns must be noted and described in a detailed log and shall identify the receipt number for the original receipt and the date the item was purchased (the “mutually agreeable Returned Merchandise Log”), to be maintained by Agent in a form acceptable to Merchant. Agent shall provide Merchant with a copy of any Returned Merchandise Log log on a weekly basis during the Sale. Agent shall not be entitled to any adjustment, credit or payment for Returned Merchandise which is not properly noted and described in the Returned Merchandise Log (or otherwise reflected in Merchant’s POS systems).

Returns of Merchandise. During Through January 17, 2011 (or such later date as the Sale TermMerchant may agree or as the Bankruptcy Court may order), Agent shall accept returns of merchandise sold by Merchant prior to the Sale Commencement Date (“Returned Merchandise”), provided that such return is accompanied by the original Store register receipt and is otherwise in compliance with Merchant’s return and price adjustment policy in effect as of the date such item was purchased. Subject to Merchant’s right to return such defective goods to Merchant’s vendors, if If such Returned Merchandise is saleable as first-quality Merchandise, it shall be included in Merchandise Merchandise, and valued at the Cost Retail Value (less the prevailing sale discount) applicable to such item as of the Sale Commencement DateDate multiplied by the inverse of the prevailing discount on similar items of Merchandise as of the date of the return. In the event that Returned Merchandise constitutes Defective Merchandise (“Returned Defective Merchandise”), Merchant and Agent shall mutually agree upon the Cost Retail Value for such item of Returned Defective Merchandise; provided, however, in the event that Merchant and Agent cannot mutually agree upon the Cost Retail Value for such Returned Defective Merchandise, or such Returned Defective Merchandise constitutes Excluded Defective Merchandise, then such Returned Defective Merchandise shall constitute Merchant Consignment Goods or Excluded Defective Merchandise and shall be excluded from the Sale. The aggregate Cost Retail Value of the Merchandise shall be increased by the Cost Retail Value of any Returned Merchandise included in Merchandise (determined in accordance with this Section 8.5), and the Guaranteed Amount shall be adjusted accordingly. Merchant shall promptly reimburse Agent in cash for any refunds Agent is required to issue to customers in respect of any Returned Merchandise; provided, however, to the extent that the Guaranteed Amount has been paid in full, unless and until Merchant and Agent agree to a mutually acceptable escrow or reserve sufficient to insure that Merchant will have sufficient funds to reimburse Agent pursuant to this Section 8.5, Agent shall have no further obligations pursuant to this Section 8.5. Returned Merchandise not included in Merchandise shall be disposed of by Agent in accordance with instructions received from Merchant or, in the absence of such instructions, returned to Merchant at the end of the Sale Term. Any increases in the Guaranteed Amount in connection with returned Merchandise shall be accounted for on a weekly basis. Except to the extent that Merchant and Agent agree that Merchant’s POS or other applicable systems can account for returns of Merchandise, all returns must be noted and described in a detailed log and shall identify the receipt number for the original receipt and the date the item was purchased (the “Returned Merchandise Log”), to be maintained by Agent in a form acceptable to Merchant. Agent shall provide Merchant with a copy of any Returned Merchandise Log on a weekly basis during the Sale. Agent shall not be entitled to any adjustment, credit or payment for Returned Merchandise which is not properly noted and described in the Returned Merchandise Log (or otherwise reflected in Merchant’s POS systems).

Returns of Merchandise. During the Sale Term, Agent shall accept returns of merchandise sold by Merchant prior to the Sale Commencement Date (“Returned Merchandise”), provided that such return is accompanied by the original Store register receipt and is otherwise in compliance with MerchantXxxxxxxx’s return and price adjustment policy in effect as of the date such item was purchased. Subject to Merchant’s right to return such defective goods to Merchant’s vendors, if such Returned Merchandise is saleable as first-quality Merchandise, it shall be included in Merchandise and valued at the Cost Value (less the prevailing sale discount) applicable to such item as of the Sale Commencement Date. In the event that Returned Merchandise constitutes Defective Merchandise (“Returned Defective Merchandise”), Merchant and Agent shall mutually agree upon the Cost Value for such item of Returned Defective Merchandise; provided, however, in the event that Merchant and Agent cannot mutually agree upon the Cost Value for such Returned Defective Merchandise, or such Returned Defective Merchandise constitutes Excluded Defective Merchandise, then such Returned Defective Merchandise shall constitute Merchant Consignment Goods or Excluded Defective Merchandise and excluded from the Sale. The aggregate Cost Value of the Merchandise shall be increased by the Cost Value of any Returned Merchandise included in Merchandise (determined in accordance with this Section 8.5), and the Guaranteed Amount shall be adjusted accordingly. Merchant shall promptly reimburse Agent in cash for any refunds Agent is required to issue to customers in respect of any Returned Merchandise; provided, however, to the extent that the Guaranteed Amount has been paid in full, unless and until Merchant and Agent agree to a mutually acceptable escrow or reserve sufficient to insure that Merchant will have sufficient funds to reimburse Agent pursuant to this Section 8.5, Agent shall have no further obligations pursuant to this Section 8.5. Returned Merchandise not included in Merchandise shall be disposed of by Agent in accordance with instructions received from Merchant or, in the absence of such instructions, returned to Merchant at the end of the Sale Term. Any increases in the Guaranteed Amount in connection with returned Merchandise shall be accounted for on a weekly basis. Except to the extent that Merchant and Agent agree that Merchant’s POS or other applicable systems can account for returns of Merchandise, all returns must be noted and described in a detailed log and shall identify the receipt number for the original receipt and the date the item was purchased (the “Returned Merchandise Log”), to be maintained by Agent in a form acceptable to Merchant. Agent shall provide Merchant with a copy of any Returned Merchandise Log on a weekly basis during the Sale. Agent shall not be entitled to any adjustment, credit or payment for Returned Merchandise which is not properly noted and described in the Returned Merchandise Log (or otherwise reflected in Merchant’s POS systems).

Returns of Merchandise. During the first sixty (60) days of the Sale Term, Term (the “Return Deadline”) Agent shall accept returns of merchandise sold by Merchant prior to the Sale Commencement Date (“Returned Merchandise”), provided that such return is accompanied by the original Store register receipt and is otherwise in compliance with Merchant’s return and price adjustment policy in effect as of immediately prior to the date such item was purchasedSale Commencement Date. Subject to Merchant’s right to return such defective goods to Merchant’s vendors, if If such Returned Merchandise is saleable as first-first quality Merchandise, finished goods capable of being sold at normal retail price it shall be included in Merchandise and valued at the Cost Value (less Sale, but shall not be included for purposes of determining the prevailing sale discount) applicable to such item as Inventory Purchase Price Adjustment. For refunds issued in respect of the Sale Commencement Date. In the event that Returned Merchandise constitutes Defective Merchandise (“Returned Defective Merchandise”), Merchant and Agent shall mutually agree upon the Cost Value for such each item of Returned Defective Merchandise; providedMerchandise that is first quality finished goods capable of being sold at normal retail price, however, in the event that Merchant and Agent cannot mutually agree upon the Cost Value for such Returned Defective Merchandise, or such Returned Defective Merchandise constitutes Excluded Defective Merchandise, then such Returned Defective Merchandise shall constitute Merchant Consignment Goods or Excluded Defective Merchandise and excluded from the Sale. The aggregate Cost Value of the Merchandise shall be increased by the Cost Value of any Returned Merchandise included in Merchandise (determined in accordance with this Section 8.5), and the Guaranteed Amount shall be adjusted accordingly. Merchant Buyer shall promptly reimburse Agent in cash for any refunds the difference between (x) the refund Agent is required to issue to customers in respect of any each such item of Returned Merchandise and (y) the Cost Value of each such item of Returned Merchandise; provided. For refunds issued in respect of each item of Returned Merchandise that is NOT first quality finished goods capable of being sold at normal retail price, howeverbut nonetheless capable of being resold, to the extent that the Guaranteed Amount has been paid in full, unless and until Merchant and Agent agree to a mutually acceptable escrow or reserve sufficient to insure that Merchant will have sufficient funds to Buyer shall promptly reimburse Agent pursuant in cash the difference between (x) the refund Agent is required to this Section 8.5, Agent shall have no further obligations pursuant issue to this Section 8.5. customers in respect of each such item of Returned Merchandise not included in Merchandise and (y) a Cost Value mutually agreed upon by Agent and Buyer for each such item of Returned Merchandise. Buyer shall be disposed reimburse Agent on account of refunds issued by Agent in accordance with instructions received from Merchant or, the previous two sentences during each Weekly Sale Reconciliation provided for in the absence of such instructions, returned to Merchant at the end of the Sale Term. Any increases in the Guaranteed Amount in connection with returned Merchandise shall be accounted for on a weekly basisSection 8.7. Except to the extent that Merchant and/or Buyer, as applicable, and Agent agree that Merchant’s and/or Buyer’s, as applicable, POS or other applicable systems can account for returns of Merchandisegoods, all returns must be noted and described in a detailed log and shall identify the receipt number for the original receipt and the date the item was purchased (the “mutually agreeable Returned Merchandise Log”), to be maintained by Agent in a form acceptable to Merchant. Agent shall provide Merchant with a copy of any Returned Merchandise Log log on a weekly basis during the Sale. Agent shall not be entitled to any adjustment, credit or payment for Returned Merchandise which is not properly noted and described in the Returned Merchandise Log (or otherwise reflected in Merchant’s POS systems).

Returns of Merchandise. During If Merchant requests, during the Sale Term, the Agent shall accept returns of merchandise goods sold by Merchant from the Stores prior to the Sale Commencement Date (“Returned Merchandise”), provided that such return is goods are accompanied by the original Store register receipt and such return is otherwise in compliance accordance with Merchant’s the applicable return and price adjustment policy for such Store in effect prior to the Sale Commencement Date; providedhowever, Agent shall not accept returns of merchandise so as to enable the customer to repurchase such returned item a at the discounted price being offered by Agent. Merchant shall reimburse Agent in cash for the amount of any refund given to any customer in respect of Returned Merchandise. To the date such item was purchased. Subject to Merchant’s right to return such defective goods to Merchant’s vendors, if such extent that Returned Merchandise is saleable as first-quality Merchandisemerchandise, it shall be included in Merchandise Merchandise, and for purposes of calculation of the Guaranteed Amount, shall be valued at the Cost Value (less the prevailing sale discount) Retail Price applicable to such item as multiplied by the complement of the prevailing Store Closing Sale Commencement Datediscount at the time of the return. In Subject to Merchant’s reimbursement to Agent of the event that amount of any refund granted for any Returned Merchandise constitutes Defective Merchandise (“Returned Defective Merchandise”), Merchant and Agent shall mutually agree upon the Cost Value for such item of Returned Defective Merchandise; provided, however, in the event that Merchant and Agent cannot mutually agree upon the Cost Value for such Returned Defective Merchandise, or such Returned Defective Merchandise constitutes Excluded Defective Merchandise, then such Returned Defective Merchandise shall constitute Merchant Consignment Goods or Excluded Defective Merchandise and excluded from the Sale. The aggregate Cost Value Retail Price of the Merchandise shall be increased by the Cost Value Retail Price of any Returned Merchandise included in Merchandise (determined in accordance with this Section 8.5), ) and the Guaranteed Amount shall be adjusted accordingly. Merchant shall promptly reimburse Agent in cash for any refunds Agent is required to issue to customers in respect of any Returned Merchandise; provided, however, to the extent that the Guaranteed Amount has been paid in full, unless and until Merchant and Agent agree to a mutually acceptable escrow or reserve sufficient to insure that Merchant will have sufficient funds to reimburse Agent pursuant to this Section 8.5, Agent shall have no further obligations pursuant to this Section 8.5. Any Returned Merchandise that is not included in Merchandise shall be disposed of by Agent in accordance with instructions received from Merchant or, in the absence of such instructions, returned to left at the Stores for Merchant at the end of the Sale Term. Any increases in the Guaranteed Amount in connection with returned and any reimbursements due to Agent as result of Returned Merchandise shall be accounted for on a weekly basis. Except to the extent that Merchant and Agent agree that Merchant’s POS or other applicable systems can account for returns of Merchandise, all returns must be noted and described in a detailed log and shall identify the receipt number for the original receipt and the date the item was purchased (the “Returned Merchandise Log”), to be maintained paid by Agent in a form acceptable and/or Merchant, as applicable, immediately following the weekly Store Closing Sale reconciliation pursuant to Merchant. Agent shall provide Merchant with a copy of any Returned Merchandise Log on a weekly basis during the Sale. Agent shall not be entitled to any adjustment, credit or payment for Returned Merchandise which is not properly noted and described in the Returned Merchandise Log (or otherwise reflected in Merchant’s POS systems)Section 8.8 hereof.

Returns of Merchandise. During the Sale Term, Term the Agent shall accept returns of merchandise goods sold by Merchant from the Stores prior to the Sale Commencement Date (“Returned Merchandise”"RETURNED MERCHANDISE"), provided that such return is goods are accompanied by the original Store register receipt and such return is otherwise in compliance accordance with Merchant’s the applicable return and price adjustment policy for such Store in effect as prior to the Sale Commencement Date. Merchant shall reimburse Agent in cash for the amount of any store credit or refund given to any customer in respect of Returned Merchandise. To the date such item was purchased. Subject to Merchant’s right to return such defective goods to Merchant’s vendors, if such extent that Returned Merchandise is saleable salable as first-quality Merchandisemerchandise, it shall be included in Merchandise and for purposes of calculation of the Guaranteed Amount, shall be valued at 90% of the Cost Value applicable to such item if such item is returned within the first 15 days of the Sale Term, and during the subsequent 15 days, valued at the Cost Value (less the prevailing sale discount) applicable to such item as multiplied by the compliment of the prevailing Sale Commencement Date. In discount at the event that Returned Merchandise constitutes Defective Merchandise (“Returned Defective Merchandise”), Merchant and Agent shall mutually agree upon time of the Cost Value for such item of Returned Defective Merchandisereturn; provided, howeverthat, in the event that Merchant and shall have the option to exclude the Returned Merchandise from the Sale if the Returned Merchandise is being sold by the Agent cannot mutually agree upon at a discounted price of greater than 20% off of the Cost Value amount refunded to the customer for such Returned Defective Merchandise. Subject to Merchant's reimbursement to Agent of the amount of any store credit or refund granted for any Returned Merchandise, or such Returned Defective Merchandise constitutes Excluded Defective Merchandise, then such Returned Defective Merchandise shall constitute Merchant Consignment Goods or Excluded Defective Merchandise and excluded from the Sale. The aggregate Cost Value of the Merchandise shall be increased by the Cost Value of any Returned Merchandise included in Merchandise (determined in accordance with this Section 8.5), and the Guaranteed Amount shall be adjusted accordingly. Merchant shall promptly reimburse Agent in cash for any refunds Agent is required to issue to customers in respect of any Returned Merchandise; provided, however, to the extent that the Guaranteed Amount has been paid in full, unless and until Merchant and Agent agree to a mutually acceptable escrow or reserve sufficient to insure that Merchant will have sufficient funds to reimburse Agent pursuant to this Section 8.5, Agent shall have no further obligations pursuant to this Section 8.5. Any Returned Merchandise which is not included in Merchandise shall be disposed of by Agent in accordance with instructions received from Merchant or, in the absence of such instructions, returned to Merchant at the end of the Sale TermMerchant. Any increases in the Guaranteed Amount in connection with returned and any reimbursements due to Agent as result of Returned Merchandise shall be accounted for on a weekly basis. Except to the extent that Merchant and Agent agree that Merchant’s POS or other applicable systems can account for returns of Merchandise, all returns must be noted and described in a detailed log and shall identify the receipt number for the original receipt and the date the item was purchased (the “Returned Merchandise Log”), to be maintained paid by Agent in a form acceptable and/or Merchant, as applicable, immediately following the weekly Sale reconciliation pursuant to Merchant. Agent shall provide Merchant with a copy of any Returned Merchandise Log on a weekly basis during the Sale. Agent shall not be entitled to any adjustment, credit or payment for Returned Merchandise which is not properly noted and described in the Returned Merchandise Log (or otherwise reflected in Merchant’s POS systems)Section 8.8 hereof.

Returns of Merchandise. During the Sale Term, Agent shall accept returns of merchandise sold by Merchant prior to the Sale Commencement Date (“Returned Merchandise”), provided that such return is accompanied by the original Store register receipt and is otherwise in compliance with Merchant’s return and price adjustment policy in effect as of the date such item was purchased. Subject to Merchant’s right to return such defective goods to Merchant’s vendors, if such Returned Merchandise is saleable as first-quality Merchandise, it shall be included in Merchandise and valued at the Cost Value (less the prevailing sale discount) applicable to such item multiplied by the difference between 100% and the prevailing discount on similar items of Merchandise as of the Sale Commencement Datedate such item is returned to a Store. In the event that Returned Merchandise constitutes Defective Merchandise (“Returned Defective Merchandise”), Merchant and Agent shall mutually agree upon the Cost Value for such item of Returned Defective Merchandise; provided, however, in the event that Merchant and Agent cannot mutually agree upon the Cost Value for such Returned Defective Merchandise, or such Returned Defective Merchandise constitutes Excluded Defective Merchandise, then such Returned Defective Merchandise shall constitute Merchant Consignment Goods or Excluded Defective Merchandise and excluded from the Sale. The aggregate Cost Value of the Merchandise shall be increased by the Cost Value of any Returned Merchandise included in Merchandise (determined in accordance with this Section 8.5), and the Guaranteed Amount shall be adjusted accordingly. Merchant shall promptly reimburse Agent in cash for any refunds Agent is required to issue to customers in respect of any Returned Merchandise; provided, however, to the extent that the Guaranteed Amount has been paid in full, unless and until Merchant and Agent agree to a mutually acceptable escrow or reserve sufficient to insure that Merchant will have sufficient funds to reimburse Agent pursuant to this Section 8.5, Agent shall have no further obligations pursuant to this Section 8.5. Returned Merchandise not included in Merchandise shall be disposed of by Agent in accordance with instructions received from Merchant or, in the absence of such instructions, returned to treated as Merchant at the end of the Sale TermConsignment Goods. Any increases in the Guaranteed Amount in connection with returned Merchandise shall be accounted for on a weekly basis. Except to the extent that Merchant and Agent agree that Merchant’s POS or other applicable systems can account for returns of Merchandise, all returns must be noted and described in a detailed log and shall identify the receipt number for the original receipt and the date the item was purchased (the “Returned Merchandise Log”), to be maintained by Agent in a form acceptable to Merchant. Agent shall provide Merchant with a copy of any Returned Merchandise Log on a weekly basis during the Sale. Agent shall not be entitled to any adjustment, credit or payment for Returned Merchandise which is not properly noted and described in the Returned Merchandise Log (or otherwise reflected in Merchant’s POS systems).

Returns of Merchandise. During the Sale Term, Term the Agent shall ---------------------- accept returns of merchandise goods sold by Merchant from the Stores prior to the Sale Commencement Date (“"Returned Merchandise”"), provided that such return is goods are accompanied -------------------- by the original Store register receipt and such return is otherwise in compliance accordance with Merchant’s the applicable return and price adjustment policy for such Store in effect as prior to the Sale Commencement Date. Merchant shall reimburse Agent in cash for the amount of any store credit or refund given to any customer in respect of Returned Merchandise. To the date such item was purchased. Subject to Merchant’s right to return such defective goods to Merchant’s vendors, if such extent that Returned Merchandise is saleable as first-first quality inventory, it shall be included in Merchandise and for purposes of calculation of the Guaranteed Amount, shall be valued at the Cost Value applicable to such item multiplied by the compliment of the prevailing Sale discount at the time of the return. If the Returned Merchandise constitutes Defective Merchandise, it shall be included in Merchandise and valued at the assigned a Cost Value (less in accordance with the prevailing sale discount) applicable provisions of Section 3.1 above. Subject to such item as Merchant's reimbursement to Agent of the Sale Commencement Date. In the event that amount of any store credit or refund granted for any Returned Merchandise constitutes Defective Merchandise (“Returned Defective Merchandise”), Merchant and Agent shall mutually agree upon the Cost Value for such item of Returned Defective Merchandise; provided, however, in the event that Merchant and Agent cannot mutually agree upon the Cost Value for such Returned Defective Merchandise, or such Returned Defective Merchandise constitutes Excluded Defective Merchandise, then such Returned Defective Merchandise shall constitute Merchant Consignment Goods or Excluded Defective Merchandise and excluded from the Sale. The aggregate Cost Value of the Merchandise shall be increased by the Cost Value of any Returned Merchandise included in Merchandise (determined in accordance with this Section 8.5), and the Guaranteed Amount shall be adjusted accordingly. Merchant shall promptly reimburse Agent in cash for any refunds Agent is required to issue to customers in respect of any Returned Merchandise; provided, however, to the extent that the Guaranteed Amount has been paid in full, unless and until Merchant and Agent agree to a mutually acceptable escrow or reserve sufficient to insure that Merchant will have sufficient funds to reimburse Agent pursuant to this Section 8.5, Agent shall have no further obligations pursuant to this Section 8.5. Any Returned Merchandise which is not included in Merchandise shall be disposed of by Agent in accordance with instructions received from Merchant or, in the absence of such instructions, returned to Merchant at the end of the Sale Term. Any increases in the Guaranteed Amount in connection with returned and any reimbursements due to Agent as result of Returned Merchandise shall be accounted for on a weekly basis. Except to the extent that Merchant and Agent agree that Merchant’s POS or other applicable systems can account for returns of Merchandise, all returns must be noted and described in a detailed log and shall identify the receipt number for the original receipt and the date the item was purchased (the “Returned Merchandise Log”), to be maintained paid by Agent in a form acceptable and/or Merchant, as applicable, immediately following the weekly Sale reconciliation pursuant to Merchant. Agent shall provide Merchant with a copy of any Returned Merchandise Log on a weekly basis during the Sale. Agent shall not be entitled to any adjustment, credit or payment for Returned Merchandise which is not properly noted and described in the Returned Merchandise Log (or otherwise reflected in Merchant’s POS systems)Section 8.7 hereof.

Returns of Merchandise. During the Sale Term, Agent shall accept returns of merchandise sold by Merchant prior to the Sale Commencement Date (“Returned Merchandise”), provided that such return is accompanied by the original Store register receipt and is otherwise in compliance with MerchantXxxxxxxx’s return and price adjustment policy in effect as of the date such item was purchased. Subject to Merchant’s right to return such defective goods to Merchant’s vendors, if such Returned Merchandise is saleable as first-quality Merchandise, it shall be included in Merchandise and valued at the Cost Value (less the prevailing sale discount) applicable to such item multiplied by the difference between 100% and the prevailing discount on similar items of Merchandise as of the Sale Commencement Datedate such item is returned to a Store. In the event that Returned Merchandise constitutes Defective Merchandise (“Returned Defective Merchandise”), Merchant and Agent shall mutually agree upon the Cost Value for such item of Returned Defective Merchandise; provided, however, in the event that Merchant and Agent cannot mutually agree upon the Cost Value for such Returned Defective Merchandise, or such Returned Defective Merchandise constitutes Excluded Defective Merchandise, then such Returned Defective Merchandise shall constitute Merchant Consignment Goods or Excluded Defective Merchandise and excluded from the Sale. The aggregate Cost Value of the Merchandise shall be increased by the Cost Value of any Returned Merchandise included in Merchandise (determined in accordance with this Section 8.5), and the Guaranteed Amount shall be adjusted accordingly. Merchant shall promptly reimburse Agent in cash for any refunds Agent is required to issue to customers in respect of any Returned Merchandise; provided, however, to the extent that the Guaranteed Amount has been paid in full, unless and until Merchant and Agent agree to a mutually acceptable escrow or reserve sufficient to insure that Merchant will have sufficient funds to reimburse Agent pursuant to this Section 8.5, Agent shall have no further obligations pursuant to this Section 8.5. Returned Merchandise not included in Merchandise shall be disposed of by Agent in accordance with instructions received from Merchant or, in the absence of such instructions, returned to treated as Merchant at the end of the Sale TermConsignment Goods. Any increases in the Guaranteed Amount in connection with returned Merchandise shall be accounted for on a weekly basis. Except to the extent that Merchant and Agent agree that Merchant’s POS or other applicable systems can account for returns of Merchandise, all returns must be noted and described in a detailed log and shall identify the receipt number for the original receipt and the date the item was purchased (the “Returned Merchandise Log”), to be maintained by Agent in a form acceptable to Merchant. Agent shall provide Merchant with a copy of any Returned Merchandise Log on a weekly basis during the Sale. Agent shall not be entitled to any adjustment, credit or payment for Returned Merchandise which is not properly noted and described in the Returned Merchandise Log (or otherwise reflected in Merchant’s POS systems).

Returns of Merchandise. During the first seven (7) days of the Sale Term, Agent shall accept returns of merchandise Merchandise sold by Merchant prior to the Sale Commencement Date Date; provided that (i) such item was purchased within seven (7) days prior to the date of such return; (ii) the customer has the original transaction/register receipt; (iii) such return is not being made in contemplation of such customer repurchasing the item at the sale price being offered by Agent, and (iv) such return is consistent with Merchant’s prior practices (“Returned Merchandise”). Agent shall be obligated to maintain and deliver to Merchant a detailed returned merchandise log, provided that including copies of all relevant merchandise receipts and credits, as well as xxxx the affected merchandise in such return is accompanied a fashion so as to render such merchandise readily identifiable by Merchant and Agent. Merchant shall reimburse Agent in cash or credit against the original Store register receipt and is otherwise following week’s payment for the amount of any store credit or refund given to any customer in compliance with Merchant’s return and price adjustment policy in effect as respect of Returned Merchandise. To the date such item was purchased. Subject to Merchant’s right to return such defective goods to Merchant’s vendors, if such extent Returned Merchandise is saleable as first-quality Merchandisesaleable, it shall be included in Merchandise and for purposes of the calculation of the Guaranteed Amount and shall be valued at the Cost Value (less the prevailing sale discount) applicable to such item as item. Subject to Merchant’s reimbursement to Agent of the Sale Commencement Date. In the event that Returned Merchandise constitutes Defective Merchandise (“Returned Defective Merchandise”), Merchant and Agent shall mutually agree upon the Cost Value amount of any store credit or refund granted for such item of Returned Defective Merchandise; provided, however, in the event that Merchant and Agent cannot mutually agree upon the Cost Value for any such Returned Defective Merchandise, or such Returned Defective Merchandise constitutes Excluded Defective Merchandise, then such Returned Defective Merchandise shall constitute Merchant Consignment Goods or Excluded Defective Merchandise and excluded from the Sale. The aggregate Cost Value of the Merchandise shall be increased by the Cost Value of any Returned Merchandise included in Merchandise (determined in accordance with this Section 8.5)Merchandise, and the Guaranteed Amount shall be adjusted accordingly. If the Returned Merchandise is not saleable, Merchant and Agent shall promptly reimburse Agent negotiate in cash good faith to determine an appropriate Cost Value applicable to such merchandise for any refunds Agent is required to issue to customers in respect purposes of any Returned Merchandise; provided, however, to the extent that determining the Guaranteed Amount has been paid in full, unless and until Merchant and Agent agree to a mutually acceptable escrow or reserve sufficient to insure that Merchant will have sufficient funds to reimburse Agent pursuant to this Section 8.5, Agent shall have no further obligations pursuant to this Section 8.5payable with respect thereto. Any Returned Merchandise that is not included in Merchandise shall constitute Merchant Consignment Goods and be disposed of by Agent in accordance with instructions received from Merchant or, in the absence of such instructions, returned to Merchant at the end of the Sale TermSection 5.4 hereof. Any increases in the Guaranteed Amount in connection with returned reimbursements due to Agent as a result of Returned Merchandise shall be accounted for and paid by Merchant immediately following the weekly Sale reconciliation pursuant to Section 8.7(a) hereof. Any increases in payment on account of the Guaranteed Amount as a weekly basis. Except to the extent that Merchant and Agent agree that Merchant’s POS or other applicable systems can account for returns result of Merchandise, all returns must be noted and described in a detailed log and shall identify the receipt number for the original receipt and the date the item was purchased (the “Returned Merchandise Log”), to shall be maintained paid by Agent in a form acceptable pursuant to Merchant. Agent shall provide Merchant with a copy of any Returned Merchandise Log on a weekly basis during the Sale. Agent shall not be entitled to any adjustment, credit or payment for Returned Merchandise which is not properly noted and described in the Returned Merchandise Log (or otherwise reflected in Merchant’s POS systems)Section 3.1 hereof.

Returns of Merchandise. During the Sale Term, Term the Agent shall accept returns of merchandise goods sold by Merchant from the Stores prior to the Sale Commencement Date (“Returned Merchandise”"RETURNED MERCHANDISE"), provided that such return is goods are accompanied by the original Store register receipt and such return is otherwise in compliance accordance with Merchant’s the applicable return and price adjustment policy for such Store in effect as prior to the Sale Commencement Date. Merchant shall reimburse Agent in cash for the amount of any store credit or refund given to any customer in respect of Returned Merchandise. To the date such item was purchased. Subject to Merchant’s right to return such defective goods to Merchant’s vendors, if such extent that Returned Merchandise is saleable salable as first-quality merchandise, it shall be included in Merchandise and for purposes of calculation of the Guaranteed Amount, shall be valued at 90% of the Retail Price applicable to such item if such item is returned within the first 15 days of the Sale Term, and during the subsequent 15 days, valued at the Retail Price applicable to such item multiplied by the compliment of the prevailing Sale discount at the time of the return; provided, that, if the Returned Merchandise constitutes Defective Merchandise, Near Date Merchandise, Clearance Merchandise or Out of Season Merchandise, it shall be included in Merchandise and valued assigned a Retail Price in accordance with the applicable provisions of Section 5.3 above, and provided further that, the Merchant shall have the option to exclude the Returned Merchandise from the Sale if the Returned Merchandise is being sold by the Agent at the Cost Value (less the prevailing sale discount) applicable to such item as a discounted price of greater than 20% off of the Sale Commencement Date. In amount refunded to the event that Returned Merchandise constitutes Defective Merchandise (“Returned Defective Merchandise”), Merchant and Agent shall mutually agree upon the Cost Value for such item of Returned Defective Merchandise; provided, however, in the event that Merchant and Agent cannot mutually agree upon the Cost Value customer for such Returned Defective Merchandise. Subject to Merchant's reimbursement to Agent of the amount of any store credit or refund granted for any Returned Merchandise, or such Returned Defective Merchandise constitutes Excluded Defective Merchandise, then such Returned Defective Merchandise shall constitute Merchant Consignment Goods or Excluded Defective Merchandise and excluded from the Sale. The aggregate Cost Value Retail Price of the Merchandise shall be increased by the Cost Value Retail Price of any Returned Merchandise included in Merchandise (determined in accordance with this Section 8.5), and the Guaranteed Amount shall be adjusted accordingly. Merchant shall promptly reimburse Agent in cash for any refunds Agent is required to issue to customers in respect of any Returned Merchandise; provided, however, to the extent that the Guaranteed Amount has been paid in full, unless and until Merchant and Agent agree to a mutually acceptable escrow or reserve sufficient to insure that Merchant will have sufficient funds to reimburse Agent pursuant to this Section 8.5, Agent shall have no further obligations pursuant to this Section 8.5. Any Returned Merchandise which is not included in Merchandise shall be disposed of by Agent in accordance with instructions received from Merchant or, in the absence of such instructions, returned to Merchant at the end of the Sale TermMerchant. Any increases in the Guaranteed Amount in connection with returned and any reimbursements due to Agent as result of Returned Merchandise shall be accounted for on a weekly basis. Except to the extent that Merchant and Agent agree that Merchant’s POS or other applicable systems can account for returns of Merchandise, all returns must be noted and described in a detailed log and shall identify the receipt number for the original receipt and the date the item was purchased (the “Returned Merchandise Log”), to be maintained paid by Agent in a form acceptable and/or Merchant, as applicable, immediately following the weekly Sale reconciliation pursuant to Merchant. Agent shall provide Merchant with a copy of any Returned Merchandise Log on a weekly basis during the Sale. Agent shall not be entitled to any adjustment, credit or payment for Returned Merchandise which is not properly noted and described in the Returned Merchandise Log (or otherwise reflected in Merchant’s POS systems)Section 8.8 hereof.