Rights of Agent. In addition to any other rights granted to Agent elsewhere in this Agreement, Agent shall be permitted to conduct the Sale as follows: (i) at the Closing Stores by means of Closing Store Advertising, (ii) at the Continuing Stores through Continuing Store Advertising, and (iii) through E-Commerce Sites through Continuing Store Advertising, in each case throughout the Sale Term without compliance with any Liquidation Sale Laws. The Agent shall conduct the Sale in the name of and on behalf of the Merchant or Buyer, as applicable, in a commercially reasonable manner and in compliance with the terms of this Agreement and subject to the Approval Order. Agent shall conduct the Sale in accordance with the sale guidelines attached hereto as Exhibit 8.1 (the “Sale Guidelines”). In addition to any other rights granted to Agent hereunder in conducting the Sale the Agent, in the exercise of its reasonable discretion shall have the right, subject to the limitations set forth herein: (a) to establish Sale prices and discounts and Store hours; (b) except as otherwise expressly included as an Expense, to use without charge during the Sale Term all FF&E, computer hardware and software, existing Supplies, intangible assets (including Merchant’s name, logo and tax identification numbers), Store keys, case keys, security codes and safe and lock combinations required to gain access to and operate the Stores, and any other assets of the Merchant or Buyer, as applicable, located at the Stores (whether owned, leased, or licensed); (c) (i) to be provided by Merchant or Buyer, as applicable, (at no additional cost to Agent) with central office facilities, central administrative services and personnel to process and perform Central Services and provide other central office services reasonably necessary for the Sale; (ii) to use reasonably sized offices located at Merchant’s or Buyer’s, as applicable, central office facility to effect the Sale; and (iii) to use all Intellectual Property (but solely in connection with the Sale and pursuant to such reasonable restrictions requested by Merchant and/or Buyer in order for Merchant and/or Buyer to comply with its privacy policy and applicable laws governing the use and dissemination of confidential consumer personal data and the Letter Agreement); (d) to establish and implement advertising, signage and promotion programs consistent with this Agreement, including without limitation by means of media advertising, and similar interior and exterior signs and banners, and the use of sign walkers consistent with the provisions herein; (e) to transfer Merchandise and Inventory under Open Purchase Orders between and among the Stores at Agent's expense; provided, however, the Agent shall not transfer Merchandise between and among Stores so as to make the Merchandise unavailable for purposes of the Inventory Taking or otherwise take any action to prevent compliance by Buyer with Section 2.6 of the APA; and (f) subject to the provisions of Section 8.10 below, to include Additional Agent Goods as part of the Sale.
Appears in 2 contracts
Samples: Agency Agreement (Aeropostale Inc), Agency Agreement
Rights of Agent. Section 9.01 In addition the event that MCG Capital Corporation (together with any successor thereto, “Agent”) exercises its rights and remedies (the “Pledge Rights”) during the existence of an Event of Default (as defined in the Pledge Agreement (as defined below)) under and in accordance with that certain Ownership, Pledge, Assignment and Security Agreement between Agent and OnCURE Medical Corp. and Mica Flo (the “Pledge Agreement”), delivered in connection with that certain Credit Facility Agreement dated as of February 17, 2006 among the Company, Agent, OnCURE Medical Corp., all direct and indirect subsidiaries and affiliates of OnCURE Medical Corp., and certain financial institutions (as amended, restated, supplemented or otherwise modified from time to any other rights granted to Agent elsewhere time, “Credit Agreement”), notwithstanding anything contained in this Agreement, Agreement to the contrary: (a) Agent shall be permitted entitled to conduct remove any or all of the Sale Managers and appoint any representatives of Agent or any other person or entity, as follows: Agent elects, to be the Manager(s) in order to fill the vacancy created by such removal and the Members shall not have the right to remove the Managers so appointed by Agent or to elect any new or additional Managers, and (b) any limitations contained in this Agreement inconsistent with the provisions of the Pledge Agreement or this Article shall thereupon be deemed waived, void and of no further force and effect until all of the Obligations (as defined in the Credit Agreement) of the Pointe West Oncology, LLC to Agent under the Credit Agreement have been fully and finally paid, including, without limitation (i) at the Closing Stores any provision that requires approval of actions by means of Closing Store Advertisinga “Majority in Interest”, and (ii) provisions requiring the approval of the “Board of Managers” for certain actions, it being agreed that the Board of Managers may be replaced by a sole Manager at Agent’s option. Following the Continuing Stores through Continuing Store Advertisingfull and final payment to Agent and Agent of the Obligations under the Credit Agreement, all such provisions shall be deemed to be reinstated and in full force and effect.
Section 9.02 Notwithstanding anything contained in this Agreement to the contrary, all restrictions on transfer and assignability of any Member’s interests in Pointe West Oncology, LLC shall be inapplicable, and (iii) through E-Commerce Sites through Continuing Store Advertising, in each case throughout the Sale Term without compliance with any Liquidation Sale Laws. The Agent shall conduct the Sale in the name of no force and on behalf of the Merchant or Buyereffect, as applicableto any transfer of any interests in Pointe West Oncology, in a commercially reasonable manner and in compliance with the terms of this Agreement and subject LLC to the Approval Order. Agent shall conduct the Sale (or any nominee affiliate, successor, assignee or transferee thereof) in accordance with the sale guidelines attached hereto as Exhibit 8.1 (Pledge Agreement.
Section 9.03 Neither the Members nor Managers will amend this Agreement to provide that any limited liability company interests in Pointe West Oncology, LLC are not securities governed by Article 8 of the Uniform Commercial Code or otherwise “Sale Guidelines”). In addition to any other rights granted to Agent hereunder in conducting opt out” of Article 8 of the Sale the Agent, in the exercise Uniform Commercial Code.
Section 9.04 The provisions of its reasonable discretion this Article shall have the right, subject be binding upon and inure to the limitations set forth herein:
(a) to establish Sale prices benefit of the parties hereto and discounts their respective successors and Store hours;
(b) except as otherwise expressly included as an Expense, to use without charge during the Sale Term all FF&E, computer hardware and software, existing Supplies, intangible assets (including Merchant’s name, logo and tax identification numbers), Store keys, case keys, security codes and safe and lock combinations required to gain access to and operate the Stores, assigns and any other assets future Members or Managers and their respective successors and assigns.
Section 9.05 None of the Merchant or Buyer, as applicable, located at the Stores (whether owned, leased, or licensed);
(c) (i) to be provided by Merchant or Buyer, as applicable, (at no additional cost to Agent) with central office facilities, central administrative services and personnel to process and perform Central Services and provide other central office services reasonably necessary for the Sale; (ii) to use reasonably sized offices located at Merchant’s or Buyer’s, as applicable, central office facility to effect the Sale; and (iii) to use all Intellectual Property (but solely in connection with the Sale and pursuant to such reasonable restrictions requested by Merchant and/or Buyer in order for Merchant and/or Buyer to comply with its privacy policy and applicable laws governing the use and dissemination of confidential consumer personal data and the Letter Agreement);
(d) to establish and implement advertising, signage and promotion programs consistent with this Agreement, including without limitation by means of media advertising, and similar interior and exterior signs and banners, and the use of sign walkers consistent with the provisions herein;
(e) to transfer Merchandise and Inventory under Open Purchase Orders between and among the Stores at Agent's expense; provided, however, the Agent shall not transfer Merchandise between and among Stores so as to make the Merchandise unavailable for purposes of the Inventory Taking or otherwise take any action to prevent compliance by Buyer with Section 2.6 of the APA; and
(f) subject to the provisions of Section 8.10 belowthis Article IX or any other provision of this Agreement may be amended in any way which alters, limits, restricts or adversely affects Agent’s ability to include Additional Agent Goods as part exercise its Pledge Rights, other rights under the Pledge Agreement or the intended result thereof, without the prior written consent of the SaleAgent.”
Appears in 1 contract
Samples: Operating Agreement (Interhealth Facility Transport, Inc.)
Rights of Agent. In addition Subject to any other rights granted to Agent elsewhere in this Agreementthe Approval Order, the Agent shall be permitted to conduct the Sale as follows: (i) at the Closing Stores by means a “going out of Closing Store Advertising, (ii) at the Continuing Stores through Continuing Store Advertising, and (iii) through E-Commerce Sites through Continuing Store Advertising, in each case business,” “store closing” or similar themed sale throughout the Sale Term without compliance with any Liquidation Sale LawsTerm. The Agent shall conduct the Sale in the name of and on behalf of the Merchant or Buyer, as applicable, in a commercially reasonable manner and in compliance with the terms of this Agreement and subject to and, except as modified by the Approval Order, all governing laws and applicable agreements to which Merchant is a party. The Agent shall conduct the Sale in accordance with the sale guidelines attached annexed hereto as Exhibit 8.1 8.1(a) (the “Sale Guidelines”). In addition to any other rights granted to Agent hereunder in conducting the Sale Sale, but subject to any applicable agreements to which Merchant is a party except as modified by the Approval Order, as applicable, the Agent, in the exercise of its reasonable discretion discretion, shall have the right, subject to the limitations set forth herein:
(a) to establish Sale prices and discounts Store hours which are consistent with the terms of applicable leases and Store hours;local laws or regulations, including without limitation Sunday closing laws; provided however, to the extent that Agent extends the hours of operation at one or more of the Stores beyond the hours historically operated by Merchant, which results in additional utilities and increased Occupancy Expenses in excess of the amounts set forth on Exhibit 4.1(r), Agent shall reimburse Merchant the amounts, if any, of such additional costs and such additional costs shall constitute Expenses of the Sale.
(b) except as otherwise expressly included as an ExpenseExpense and subject to applicable privacy and other laws, to use without charge during the Sale Term all FF&E, Store-level customer lists, mailing lists and email lists for the Stores (provided, however, such access shall be provided solely through Merchant’s outside advertisement services for which Merchant shall use commercially reasonable efforts to cause such outside service providers to cooperate with and assist Agent, and the Agent shall not have direct access to any personally identifiable information contained therein), websites (including social media sites), computer hardware and software, existing Suppliessupplies located at the Stores, intangible assets (including Merchant’s name, logo and tax identification numbers), Store keys, case keys, security codes and safe and lock combinations required to gain access to and operate the Stores, and any other assets of the Merchant or Buyer, as applicable, located at the Stores (whether owned, leased, or licensed) consistent with applicable terms of leases or licenses (except as modified by the Approval Order);
(c) so long as such access does not unreasonably disrupt the business operations of Merchant, to use (i) to be provided by Merchant or Buyer, as applicable, (at no additional cost to Agent) with Merchant’s central office facilities, central administrative services and personnel to process and payroll, perform Central Services MIS and provide other central office services reasonably necessary for the SaleSale to the extent that such services are normally provided by Merchant in house, at no additional cost to Agent (except where otherwise designated as an Expense pursuant to Section 4.1(s) hereof); provided, however, that, in the event that Agent expressly requests Merchant to provide services other than those normally provided to the Stores and relating to the sale of merchandise by Merchant, Agent shall be responsible for the actual incremental cost of such services as an Expense; and (ii) to use reasonably sized offices sufficient office space located at Merchant’s or Buyer’s, as applicable, central office facility to effect the Sale; and (iii) to use all Intellectual Property (but solely in connection with the Sale and pursuant to such reasonable restrictions requested by Merchant and/or Buyer in order for Merchant and/or Buyer to comply with its privacy policy and applicable laws governing the use and dissemination of confidential consumer personal data and the Letter Agreement)facility;
(d) to establish and implement advertising, signage and promotion programs consistent with this Agreement“going out of business,” “store closing” or similar theme (including, including without limitation limitation, by means of media advertising, A-frame and similar interior and exterior signs and banners, banners and the use of sign walkers walkers) in a manner consistent with the provisions hereinSale Guidelines and the Approval Order;
(e) to transfer Merchandise and Inventory under Open Purchase Orders between and among the Stores at Agent's expenseStores; provided, however, the Agent shall not transfer Merchandise between and among Stores so as to make the Merchandise unavailable for purposes of unless the Inventory Taking or otherwise take any action to prevent compliance by Buyer at the transferring Store has been completed; provided, further, that Agent shall provide Merchant with Section 2.6 prior written notice of the APAall such transfers; and
(f) subject to supplement the provisions of Section 8.10 below, to include Merchandise at the Stores with Additional Agent Goods as part of Merchandise in accordance with Section 8.9 hereof and with the SaleBooks in Storage.
Appears in 1 contract
Samples: Agency Agreement (Borders Group Inc)
Rights of Agent. In addition Subject to any other rights granted to Agent elsewhere the provisions of Section 2 hereof and except as may otherwise be provided for in this Agreementthe Approval Order, the Agent shall be permitted to conduct the Sale as follows: (i) at the Closing Stores by means of Closing Store Advertising, (ii) at the Continuing Stores through Continuing Store Advertising, and (iii) through E-Commerce Sites through Continuing Store Advertising, in each case a “store closing,” “sale on everything,” “everything must go,” or similar themed sale throughout the Sale Term without compliance with any Liquidation Term. Agent shall not advertise the Sale Laws. as a “going-out-of-business sale.” The Agent shall conduct the Sale in the name of and on behalf of the Merchant or Buyer, as applicable, in a commercially reasonable manner and in compliance with the terms of this Agreement and subject to and, except as modified by the Approval Order, all governing laws and applicable agreements to which Merchant is a party. The Agent shall conduct the Sale in accordance with the sale guidelines attached hereto as Exhibit 8.1 (the “Sale Guidelines”). In addition to any other rights granted to Agent hereunder in conducting the Sale Sale, but subject to any applicable agreements to which Merchant is a party (including the leases for the Stores) except as modified by the Approval Order, the Agent, in the exercise of its reasonable discretion discretion, shall have the right, subject to the limitations set forth herein:
(a) to establish Sale prices and discounts Store hours which are consistent with the terms of applicable leases and Store hours;local laws or regulations, including without limitation Sunday closing laws; provided however, to the extent that Agent extends the hours of operation at one or more of the Stores beyond the hours historically operated by Merchant, which results in additional utilities and increased Occupancy Expenses in excess of the amounts set forth on Exhibit 4.1(s), Agent shall be obligated to reimburse Merchant the amounts, if any, of such additional costs and such additional costs shall constitute Expenses of the Sale.
(b) except as otherwise expressly included as an Expense, to use without charge during the Sale Term all FF&E, Store-level customer lists and mailing lists (but not email list) for the Stores (provided, however, such access shall be provided solely through Merchant’s outside advertisement mailer services, and the Agent shall not have direct access to any personally identifiable information contained therein), computer hardware and software, existing Suppliessupplies located at the Stores, intangible assets (including Merchant’s name, logo and tax identification numbers), Store keys, case keys, security codes and safe and lock combinations required to gain access to and operate the Stores, and any other assets of the Merchant or Buyer, as applicable, located at the Stores (whether owned, leased, or licensed) consistent with applicable terms of leases or licenses (except as modified by the Approval Order);
(c) so long as such access does not unreasonably disrupt the business operations of Merchant, to use (i) to be provided by Merchant or Buyer, as applicable, (at no additional cost to Agent) with Merchant’s central office facilities, central administrative services and personnel to process and payroll, perform Central Services MIS and provide other central office services reasonably necessary for the SaleSale to the extent that such services are normally provided by Merchant in house, at no additional cost to Agent; provided, however, that, in the event that Agent expressly requests Merchant to provide services other than those normally provided to the Stores and relating to the sale of merchandise by Merchant, Agent shall be responsible for the actual incremental cost of such services as an Expense; and (ii) to use reasonably sized offices one office located at Merchant’s or Buyer’s, as applicable, central office facility to effect the Sale; and (iii) to use all Intellectual Property (but solely in connection with the Sale and pursuant to such reasonable restrictions requested by Merchant and/or Buyer in order for Merchant and/or Buyer to comply with its privacy policy and applicable laws governing the use and dissemination of confidential consumer personal data and the Letter Agreement);facility.
(d) to establish and implement advertising, signage and promotion programs consistent with this Agreementthe “store closing” or similar theme (including, including without limitation limitation, by means of media advertising, A-frame and similar interior and exterior signs and banners, and the use of sign walkers ) in a manner consistent with the provisions hereinSale Guidelines and applicable law; provided, however, the content of all such advertising and signage shall be approved in advance by Xxxx Xxxxx at xxxxxx@xxx.xxx (or such other person as may be designated by Merchant), upon two business days’ prior notice of such advertising, which shall be sent by email to Merchant, which approval shall not be unreasonably withheld or delayed, and which approval shall be deemed to be granted unless denied in writing prior to the expiration of such time period. Merchant agrees that any advertisement, signage or promotional programs substantially similar to a previously approved advertisement, signage or promotional program will not require further approval of Merchant;
(e) to transfer Merchandise and Inventory under Open Purchase Orders between and among the Stores at Agent's expenseStores; provided, however, the Agent shall not transfer Merchandise between and among Stores so as to make the Merchandise unavailable for purposes of unless the Inventory Taking or otherwise take any action to prevent compliance by Buyer with Section 2.6 of at the APAtransferring Store has been completed; and
(f) subject upon entry of the Approval Order, Agent shall be authorized to conduct the Sale in accordance with the provisions of Section 8.10 below, to include Additional Agent Goods as part of the SaleSale Guidelines and Approval Order.
Appears in 1 contract
Rights of Agent. In addition to any other rights granted to Agent elsewhere in this Agreement, Agent shall be permitted to conduct the Sale as follows: (i) at the Closing Stores by means a going out of Closing Store Advertisingbusiness, (ii) at the Continuing Stores through Continuing Store Advertisingstore closing, and (iii) through E-Commerce Sites through Continuing Store Advertisingsale on everything, in each case everything must go, or similar themed sale throughout the Sale Term without compliance with any Liquidation Sale LawsTerm. The Agent shall conduct the Sale in the name of and on behalf of the Merchant or Buyer, as applicable, in a commercially reasonable manner and in compliance with the terms of this Agreement and subject to Agreement, the Approval Order. Agent shall conduct Order and the Sale in accordance with the sale guidelines attached hereto as Exhibit 8.1 (the “Sale Guidelines”). In addition to any other rights granted to Agent hereunder in conducting the Sale the Agent, in the exercise of its reasonable discretion shall have the right, subject to the limitations set forth herein:
(a) to establish Sale prices and discounts and Store hours;
(b) except as otherwise expressly included as an Expense, to use without charge during the Sale Term all FF&E, customer lists, mailing lists, email lists, and social networking sites (including without limitation Merchant s website, Facebook and Twitter sites solely for purposes of promoting the Sale), computer hardware and software, existing Suppliessupplies located at the Store, intangible assets (including Merchant’s Merchant s name, logo and tax identification numbers), Store keys, case keys, security codes and safe and lock combinations required to gain access to and operate the StoresStore, and any other assets of the Merchant or Buyer, as applicable, located at the Stores (whether owned, leased, or licensed);
(c) (i) to be provided by Merchant or Buyer, as applicable, (at no additional cost to Agent) with with: (i) central office facilities, central administrative services and personnel to process payroll, perform MIS and perform Central Services POS services, reconcile cash and inventories, process and report data, and provide other central office services reasonably necessary for the Sale; (ii) to use of reasonably sized offices located at Merchant’s or Buyer’s, as applicable, Merchant s central office facility to effect the Sale; and (iii) to peaceful use all Intellectual Property (but solely in connection with of the Sale and pursuant to such reasonable restrictions requested by Merchant and/or Buyer Distribution Center for one or more public sale events in order for Merchant and/or Buyer to comply with its privacy policy and applicable laws governing sell Merchandise directly out of the use and dissemination of confidential consumer personal data and the Letter Agreement);Distribution Center; and
(d) to establish and implement advertising, signage and promotion programs consistent with this Agreementthe going out of business, including store closing, sale on everything, everything must go, or similar theme (including, without limitation limitation, by means of media advertising, and similar interior and exterior signs and banners, and the use of sign walkers walkers), in a manner consistent with the provisions herein;Approval Order and the Sale Guidelines.
(e) to transfer Merchandise and Inventory under Open Purchase Orders between and among the Stores at Agent's expenseStores;
(f) to utilize Merchant s website during the Sale Term to sell Merchandise; provided, provided however, that in the case of Agent s use of Merchant s website to sell Merchandise (as distinct from using Merchant s website for Sale promotional purposes pursuant to subsection (b) above), Agent shall not transfer Merchandise between pay as an additional Expense all costs and among Stores so as to make expenses associated with maintaining the Merchandise unavailable for purposes of the Inventory Taking or otherwise take any action to prevent compliance by Buyer with Section 2.6 of the APAwebsite and fulfilling web-based customer orders; and
(fg) subject to conduct the Sale in accordance with the provisions of Section 8.10 below, to include Additional Agent Goods as part of the SaleApproval Order and Sale Guidelines.
Appears in 1 contract
Samples: Agency Agreement
Rights of Agent. In addition Subject to any the terms of all leases, reciprocal easement agreements and other rights granted similar agreements relating to Agent elsewhere in this Agreementthe occupancy of the Stores and/or the Warehouse (collectively, “Occupancy Agreements”), Agent shall be permitted to conduct the Store Closing Sale as follows: (i) at the Closing Stores by means of Closing Store Advertising, (ii) at the Continuing Stores through Continuing Store Advertising, and (iii) through E-Commerce Sites through Continuing Store Advertising, in each case a “store closing” or similar sale throughout the Sale Term; provided, however, that notwithstanding anything set forth in any Occupancy Agreement, Agent shall attempt to conduct the Store Closing Sale as a “store closing” or similar sale throughout the Sale Term,; provided further, in no event shall Agent be precluded from using the “Everything Must Go” handle during the Sale Term without compliance with any Liquidation industry standard signage reflecting such message. To the extent that Agent is precluded from using the “Everything Must Go” handle during the Sale LawsTerm, Agent and Merchant shall mutually agree on a remedy to address such a situation. The Merchant shall use its best efforts to assist Agent in connection with implementing the Store Closing Sale as contemplated by this Agreement. Agent shall conduct the Comprehensive Sale in the name of and on behalf of the Merchant or Buyer, as applicable, in a commercially reasonable manner and in compliance with (i) the terms of this Agreement and subject to the Approval Order. Agent shall conduct the Sale in accordance with the sale guidelines attached hereto as Exhibit 8.1 (the “Sale Guidelines”)ii) provisions of applicable laws, regulations and ordinances. In addition to any other rights granted to Agent hereunder hereunder, in conducting the Sale the Store Closing Sale, Agent, in the exercise of its reasonable discretion sole discretion, shall have the right, subject to the limitations set forth hereinimmediately preceding sentence:
(a) to establish and implement advertising, signage and promotion programs consistent with the “store closing” theme (including, without limitation, by means of media advertising, banners, A-frame and similar interior and exterior signs and use of sign walkers), provided, that Agent shall not use the term “going out of business” in any signage and, subject to the preamble to this Section, be responsive to Merchant’s reasonable requests regarding alteration or modification of any signage;
(b) to establish Store Closing Sale prices and discounts and Store hours;
(bc) except as otherwise expressly included as an Expense, to use without charge during the Sale Term all FF&E, advertising materials, bank accounts, Store-level customer lists and mailing lists, computer hardware and software, existing Supplies, intangible assets (including Merchant’s name, logo and tax identification numbers), Store keys, case keys, security codes codes, and safe and lock combinations required to gain access to and operate the Stores, Stores and any other assets of the Merchant or Buyer, as applicable, located at the Stores or the Warehouse (whether owned, leased, leased or licensed);; and
(cd) to have the benefit of, without charge, (i) to be provided by Merchant or Buyer, as applicable, (at no additional cost to Agent) with Merchant’s central office facilities, POS systems, central and administrative services and personnel to process payroll, perform MIS services, sales audit and perform Central Services cash reconciliation and provide other central office services reasonably services, necessary for the Sale; Comprehensive Sale and (ii) to use reasonably sized offices one office located at Merchant’s or Buyer’s, as applicable, central office facility to effect the Sale; and (iii) to use all Intellectual Property (but solely in connection with the Sale and pursuant to such reasonable restrictions requested by Merchant and/or Buyer in order for Merchant and/or Buyer to comply with its privacy policy and applicable laws governing the use and dissemination of confidential consumer personal data and the Letter Agreement);
(d) to establish and implement advertising, signage and promotion programs consistent with this Agreement, including without limitation by means of media advertising, and similar interior and exterior signs and banners, and the use of sign walkers consistent with the provisions herein;
(e) to transfer Merchandise and Inventory under Open Purchase Orders between and among the Stores at Agent's expense; provided, however, the Agent shall not transfer Merchandise between and among Stores so as to make the Merchandise unavailable for purposes of the Inventory Taking or otherwise take any action to prevent compliance by Buyer with Section 2.6 of the APA; and
(f) subject to the provisions of Section 8.10 below, to include Additional Agent Goods as part of the Salefacility.
Appears in 1 contract
Rights of Agent. In addition to any other rights granted to Agent elsewhere in this Agreement, The Agent shall be permitted to conduct the Sale as follows: (i) at the Closing Stores by means of Closing Store Advertising, (ii) at the Continuing Stores through Continuing Store Advertising, and (iii) through E-Commerce Sites through Continuing Store Advertising, in each case a "store closing" or similar sale throughout the Sale Term without compliance with any Liquidation Sale LawsTerm. The Agent shall conduct the Sale in the name of and on behalf of the Merchant or Buyer, as applicable, in a commercially reasonable manner and in compliance with (i) the terms of this Agreement Agreement, (ii) provisions of applicable laws, regulations and subject to the Approval Order. Agent shall conduct the Sale in accordance with the sale guidelines attached hereto as Exhibit 8.1 ordinances, and (the “Sale Guidelines”)iii) provisions of Occupancy Agreements. In addition to any other rights granted to Agent hereunder hereunder, in conducting the Sale the Agent, in the exercise of its reasonable discretion sole discretion, shall have the right, subject to the limitations set forth hereinimmediately preceding sentence:
(a) to establish and implement advertising, signage promotion programs consistent with the "store closing" theme (including, without limitation, by means of media advertising, banners, A-frame, and similar interior and exterior signs); provided, however, that Agent shall deliver copies of all advertising materials for the Sale to Xxxxxxx Xxxxxx or another designee of Merchant identified in writing, who shall have the right, within one business day of such delivery, to approve such materials (which approval shall not be unreasonably withheld or delayed); and provided further that the failure of such designee to respond to any request for approval within one business day shall be deemed to be approval of the subject materials;
(b) to establish Sale prices and discounts and Store hours;
(bc) except as otherwise expressly included as an Expense, to use without charge during the Sale Term all FF&E, advertising materials, store-level bank accounts, Store-level customer lists and mailing lists, computer hardware and software, existing Supplies, intangible assets (including Merchant’s 's name, logo and tax identification numbers), Store keys, case keys, security codes codes, and safe and lock combinations required to gain access to and operate the Stores, and any other assets of the Merchant or Buyer, as applicable, located at the Stores (whether owned, leased, or licensed);
(cd) to transfer Merchandise between Stores and/or between the Stores and the Remaining Stores as determined by the Agent to be reasonably necessary provided that (i) Agent will promptly notify Merchant (attention Xxxxx Xxxxxxxxx) in writing 24 hours prior to all such transfers so that Merchant may observe the transfers and its documentation (it being understood that such transfers will transpire at the indicated time regardless of whether Merchant elects to observe the transfers); (iii) all such transfers shall be provided documented including information as to quantity (by Merchant or Buyerdepartment), as applicableRetail Price, date of transfer and the Stores involved in the transfer; and (at no additional cost iii) Agent shall reflect such transfers in its perpetual inventory records; and
(e) to Agentuse without charge (i) with Merchant's central office facilities, central and administrative services and personnel to process and payroll, perform Central Services MIS cash reconciliation, and provide other central office services reasonably necessary for the Sale; , and (ii) to use reasonably sized offices one office located at Merchant’s or Buyer’s, as applicable, 's central office facility to effect the Sale; and (iii) to use all Intellectual Property (but solely in connection with the Sale and pursuant to such reasonable restrictions requested by Merchant and/or Buyer in order for Merchant and/or Buyer to comply with its privacy policy and applicable laws governing the use and dissemination of confidential consumer personal data and the Letter Agreement);
(d) to establish and implement advertising, signage and promotion programs consistent with this Agreement, including without limitation by means of media advertising, and similar interior and exterior signs and banners, and the use of sign walkers consistent with the provisions herein;
(e) to transfer Merchandise and Inventory under Open Purchase Orders between and among the Stores at Agent's expense; provided, however, the Agent shall not transfer Merchandise between and among Stores so as to make the Merchandise unavailable for purposes of the Inventory Taking or otherwise take any action to prevent compliance by Buyer with Section 2.6 of the APA; and
(f) subject to the provisions of Section 8.10 below, to include Additional Agent Goods as part of the Salefacility.
Appears in 1 contract
Samples: Agency Agreement (Luria L & Son Inc)
Rights of Agent. In Subject to entry of the Approval Order, in addition to any other rights granted to Agent elsewhere in this Agreement, Agent shall be permitted to conduct the GOB Sale as follows: (i) at the Closing Stores by means a “going out of Closing Store Advertisingbusiness”, (ii) at the Continuing Stores through Continuing Store Advertising“store closing”, and (iii) through E-Commerce Sites through Continuing Store Advertising“sale on everything”, in each case “everything must go”, or similar themed sale throughout the Sale Term without compliance with any Liquidation Sale Laws. The Agent shall conduct the GOB Sale in the name of and on behalf of the Merchant or Buyer, as applicable, in a commercially reasonable manner and in compliance with the terms of this Agreement and subject to the Approval Order. Agent shall conduct the GOB Sale in accordance with the sale guidelines attached hereto as Exhibit 8.1 (the 8.1(the “Sale Guidelines”). In addition to any other rights granted to Agent hereunder in conducting the GOB Sale the Agent, in the exercise of its reasonable discretion shall have the right, subject to the limitations set forth herein:
(a) to establish Sale prices and discounts and Store hours;
(b) except as otherwise expressly included as an Expense, to use without charge during the Sale Term all FF&E, computer hardware and software, existing Supplies, intangible assets (including Merchant’s name, logo and tax identification numbers), Store keys, case keys, security codes and safe and lock combinations required to gain access to and operate the Stores, and any other assets of the Merchant or Buyer, as applicable, located at the Stores (whether owned, leased, or licensed);
(c) (i) consistent with the Wind-Down Budget, to be provided by Merchant or Buyer, as applicable, (at no additional cost to Agent) with central office facilities, central administrative services and personnel to process and perform Central Services and provide other central office services reasonably necessary for the GOB Sale; (ii) to use reasonably sized offices located at Merchant’s or Buyer’s, as applicable, central office facility to effect the GOB Sale; and (iii) to use all Intellectual Property customer lists, mailing lists, email lists, and web and social networking sites utilized by Merchant in connection with its business (but to the extent such items can be segregated to the Stores and solely in connection with the GOB Sale and pursuant to such reasonable restrictions requested by Merchant and/or Buyer in order for Merchant and/or Buyer to comply with its privacy policy and applicable laws governing the use and dissemination of confidential consumer personal data and the Letter Agreementdata);
(d) to establish and implement advertising, signage and promotion programs consistent with this Agreementthe “going out of business”, “store closing”, “sale on everything”, “everything must go”, or similar themed sale, including without limitation by means of media advertising, and similar interior and exterior signs and banners, and the use of sign walkers consistent with the provisions herein;walkers, each at Agent’s expense; and
(e) to transfer Merchandise and Inventory under Open Purchase Orders between and among the Stores and Distribution Centers at Agent's ’s expense; provided, however, the Agent shall not transfer Merchandise between and among Stores so as to make the Merchandise unavailable for purposes of the Inventory Taking or otherwise take any action to prevent compliance by Buyer with Section 2.6 of the APA; and
(f) subject to the provisions of Section 8.10 below, to include Additional Agent Goods as part of the Sale.
Appears in 1 contract
Rights of Agent. In addition to any other rights granted to Agent elsewhere in this Agreement, Agent shall be permitted to conduct the Sale as follows: (i) at the Closing Stores by means of Closing Store Advertising, (ii) at the Continuing Stores through Continuing Store Advertising, and (iii) through E-Commerce Sites through Continuing Store Advertising, in each case throughout the Sale Term without compliance with any Liquidation Sale Laws. The Agent shall conduct the Sale during the Sale Term in the name of and on behalf of the Merchant or Buyer, as applicable, in a commercially reasonable manner manner. The Agent, in the exercises of its sole discretion, however, shall be entitled (i) to establish and in compliance with the terms of this Agreement implement advertising and promotion programs subject to the Approval Order. Agent shall conduct Section 1, (ii) to establish Sale prices, (iii) to use, during the Sale in accordance with Term and for purposes of selling the sale guidelines attached hereto as Exhibit 8.1 Merchandise, and Merchant Consignment Goods, without charge, all customer lists, credit card facilities, computer hardware and software, furniture, fixtures, equipment, advertising materials, supplies, intangible assets (including Merchant's name, logo, and tax I.D. numbers) and other assets of Merchant whether owned, leased, or licensed which will be returned to Merchant at the “Sale Guidelines”). In addition to any other rights granted to Agent hereunder in conducting end of the Sale Term, and have not been used (e.g. supplies) or otherwise disposed of through no fault of Agent, (iv) to use the Merchant's personnel, to the extent that the Agent, in the exercise of its reasonable discretion sole discretion, shall deem appropriate, (v) to have the right, subject access to the limitations set forth herein:
(a) Stores upon the execution of this Agreement to establish prepare for the Sale prices and discounts to prepare for the Sale in a manner so as not to disrupt Merchant's on going business operations, and Store hours;
(b) except as otherwise expressly included as an Expensethereafter, and to use without charge during the Sale Term all FF&E, computer hardware and software, existing Supplies, intangible assets (including Merchant’s name, logo and tax identification numbers), Store keys, case keys, security codes codes, and safe and lock combinations required to gain access to and to operate the Stores, and any other assets of the Merchant or Buyer, as applicable, located at the Stores (whether owned, leased, or licensed);
(c) (i) to be provided by Merchant or Buyer, as applicable, (at no additional cost to Agent) with central office facilities, central administrative services and personnel to process and perform Central Services and provide other central office services reasonably necessary for the Sale; (ii) to use reasonably sized offices located at Merchant’s or Buyer’s, as applicable, central office facility to effect the Sale; and (iii) to use all Intellectual Property (but solely in connection with the Sale and pursuant to such reasonable restrictions requested by Merchant and/or Buyer in order for Merchant and/or Buyer to comply with its privacy policy and applicable laws governing the use and dissemination of confidential consumer personal data and the Letter Agreement);
(d) to establish and implement advertising, signage and promotion programs consistent with this Agreement, including without limitation by means of media advertising, and similar interior and exterior signs and banners, and the use of sign walkers consistent with the provisions herein;
(evi) to transfer Merchandise between Stores. All sales of Merchandise and Inventory under Open Purchase Orders between Merchant Consignment Goods will be "final sales" and among "as is" and all advertisements and sales receipts will reflect the Stores at Agent's expense; provided, however, the same. Agent shall not transfer Merchandise between and among Stores so as to make warrant the Merchandise unavailable for purposes of the Inventory Taking or otherwise take Merchant Consignment Goods in any action to prevent compliance by Buyer with Section 2.6 of the APA; and
(f) subject manner, but will pass to the provisions customers, manufacturers; warranties to the extent transferable. Merchant shall indemnify and hold harmless Agent for all liabilities and costs of Section 8.10 below, whatever kind related to include Additional Agent Goods as part of the Sale.or resulting from any consumer warranty or products liability claims
Appears in 1 contract
Samples: Agency Agreement (Loehmanns Inc)
Rights of Agent. In addition to any other rights granted to Agent elsewhere in this Agreement, Agent shall be permitted to conduct the Sale as follows: (i) at the Closing Stores by means of Closing Store Advertising, (ii) at the Continuing Stores through Continuing Store Advertising, and (iii) through E-Commerce Sites through Continuing Store Advertising, in each case throughout the Sale Term without compliance with any Liquidation Sale Laws. The Agent shall conduct the Sale in the name of and on behalf of the Merchant or Buyer, as applicable, in a commercially reasonable manner and in compliance with the terms of this Agreement and subject to the Approval Order. Agent shall conduct the Sale in accordance with the sale guidelines attached hereto as Exhibit 8.1 (the “Sale Guidelines”). In addition to any other rights granted to Agent hereunder hereunder, in conducting the Sale the Sale, Agent, in the exercise of its reasonable discretion sole discretion, shall have the right, subject to limited only by the limitations set forth hereinSale Guidelines:
(a) to establish and implement advertising and promotion programs consistent with a “going out of business”, “store closing”, “sale on everything”, “everything must go”, or similar theme (including, without limitation, by means of media advertising, A-frame, similar interior and exterior signs and banners, and use of sign walkers) in a manner consistent with the Sale prices Guidelines and discounts and Store hoursthe Approval Order;
(b) to establish Store hours that are consistent with the terms of applicable leases, and local laws and regulations, including without limitation Sunday closing laws;
(c) except as otherwise expressly included as in an Expense, to use without charge during the Sale Term all FF&E, advertising materials, Merchant’s customer lists and email lists to the extent Merchant can make such lists available through diligent efforts, computer hardware and software, existing Suppliessupplies located at the Stores, intangible assets (including Merchant’s 's name, logo and tax identification numbers), Store keys, case keys, security codes codes, and safe and lock combinations required to gain access to and operate the Stores, and any other assets of the Merchant or Buyer, as applicable, located at the Stores (whether owned, leased, or licensed);
(c) (id) to be provided by Merchant or Buyer, as applicable, (at no additional cost use subject to AgentSection 4.1(o) with Merchant's central office facilities, central administrative services and personnel to process and payroll, perform Central Services MIS and provide other central office services reasonably necessary for the Sale; (ii) provided, however, that in the event that Agent expressly requests Merchant to use reasonably sized offices located provide services other than those normally provided in liquidations such as this to the Stores and relating to the sale of Merchandise by Merchant, Agent shall be responsible for the actual incremental cost of such services as an Expense. Agent shall exercise due care and return to the Merchant immediately at Merchant’s or Buyer’s, as applicable, central office facility to effect the Saleend of the sale all materials and supplies except materials and supplies expended; and (iii) to use all Intellectual Property (but solely in connection with the Sale and pursuant to such reasonable restrictions requested by Merchant and/or Buyer in order for Merchant and/or Buyer to comply with its privacy policy and applicable laws governing the use and dissemination of confidential consumer personal data and the Letter Agreement);
(d) to establish and implement advertising, signage and promotion programs consistent with this Agreement, including without limitation by means of media advertising, and similar interior and exterior signs and banners, and the use of sign walkers consistent with the provisions herein;and
(e) to transfer Merchandise and Inventory under Open Purchase Orders between and among the Stores at Agent's expenseStores, the costs of which shall be paid by Agent as an Expense of the Sale; provided, however, the Agent shall not transfer Merchandise between and among Inventoried Stores so as to make the Merchandise unavailable for purposes of unless the Inventory Taking or otherwise take any action to prevent compliance by Buyer with Section 2.6 of at the APA; and
(f) subject to the provisions of Section 8.10 below, to include Additional Agent Goods as part of the Saletransferring and receiving Inventoried Stores has been completed.
Appears in 1 contract
Samples: Agency Agreement
Rights of Agent. In addition Subject to any other rights granted to Agent elsewhere in this Agreementthe Approval Order, Agent shall be permitted to conduct the Sale as follows: (i) a “going out of business,” “store closing”, “bankruptcy liquidation” or similar theme sale at the Closing Stores by means of Closing Store Advertising, (ii) at the Continuing Stores through Continuing Store Advertising, and (iii) through E-Commerce Sites through Continuing Store Advertising, in each case throughout the Sale Term without compliance in a manner consistent with any Liquidation Sale Laws. The Agent shall conduct the Sale in the name of and on behalf of the Merchant or Buyer, as applicable, in a commercially reasonable manner and in compliance with the terms of this Agreement and subject to the Approval Order. Agent shall conduct the guidelines (“Sale in accordance with the sale guidelines attached Guidelines”) annexed hereto as Exhibit 8.1 (applicable to the “Sale Guidelines”)Closing Stores, whether by in-store, media advertising, or other promotional materials. In addition to any other rights granted to Agent hereunder hereunder, in conducting the Sale the Sale, Agent, in the exercise of its reasonable discretion sole discretion, shall have the right, subject to the limitations set forth herein:
(a) except as otherwise provided in the Approval Order, to establish Sale prices Closing Stores’ hours, which are consistent with the terms of applicable leases, mortgages or other occupancy agreements and discounts and Store hourslocal laws or regulations, including, without limitation, Sunday closing laws;
(b) except as otherwise expressly included as an Expense, to use without charge during the Sale Term (except where otherwise designated as an Expense pursuant to Section 4.1 hereof), all FF&E, bank accounts (other than Agent’s obligation to pay bank fees pursuant to Section 3.3(b) hereof), Closing Store-level (and to the extent available, corporate), computer hardware and software, mailing lists, existing Suppliessupplies located at the Closing Stores, intangible assets (including Merchant’s namenames), logo logos and tax identification numbers), Store Closing Stores’ keys, case keys, security codes codes, and safe and lock combinations required to gain access to and operate the Closing Stores, and any other assets of the Merchant or Buyer, as applicable, located at the Closing Stores (whether owned, leased, or licensed)) consistent with applicable terms of leases or licenses. Agent shall exercise due care and return to the Merchant immediately at the end of the Sale all materials and supplies except materials or supplies expended;
(c) (i) to be provided by Merchant or Buyer, as applicable, (at no additional cost to Agent) with use Merchant’s central office facilities, central administrative services and personnel to process and payroll, perform Central Services MIS and provide other central office services reasonably necessary for the SaleSale to the extent that such services are normally provided by Merchant in house, at no cost to Agent (except where otherwise designated as an Expense pursuant to Section 4.1 hereof); (ii) provided, however, that in the event Agent requests Merchant to use reasonably sized offices located at Merchant’s or Buyer’sprovide services other than those normally provided to the Closing Stores and relating to the sale of Merchandise by Merchant in the ordinary course of business and as expressly contemplated by this Agreement, Agent shall be responsible to reimburse Merchant for the actual incremental cost of such services incurred by Merchant as applicable, central office facility to effect the Sale; and (iii) to use all Intellectual Property (but solely in connection with an Expense of the Sale and pursuant to such reasonable restrictions requested by Merchant and/or Buyer in order for Merchant and/or Buyer to comply with its privacy policy and applicable laws governing the use and dissemination of confidential consumer personal data and the Letter Agreement)hereunder;
(d) to establish Sale prices and implement advertising, signage (including exterior banners and promotion signs), and promotional programs consistent with this Agreementthe sale theme described herein, including and as otherwise provided in the Approval Order and the Sale Guidelines, as and where applicable (including, without limitation limitation, by means of media advertising, and similar A-frame, interior and exterior signs banners and bannerssimilar signage); provided, however, that not less than one (1) business day prior to the release thereof to the media, Agent shall deliver copies of all advertising materials for the Sale to Merchant who shall have the right, within one (1) business day of such delivery, to approve such materials (which approval shall not be unreasonably withheld or delayed); and provided, further, that the use failure of sign walkers consistent with the provisions hereinMerchant to reasonably respond to any request for approval within one (1) business day of delivery shall be deemed to be approval of the subject materials;
(e) once the Inventory Taking is complete at both the transferring Closing Store and the receiving Closing Store, to transfer Merchandise between the Closing Stores;
(f) to “go dark” and Inventory under Open Purchase Orders between and among close the Closing Stores at Agent's expense; provided, however, to the Agent shall not transfer Merchandise between and among Stores so as to make public for a period after the Merchandise unavailable Sale Commencement Date for purposes of preparing the Inventory Taking or otherwise take any action Closing Stores for the Sale;
(g) to prevent compliance by Buyer supplement the Merchandise at the Closing Locations with Additional Agent Merchandise in accordance with Section 2.6 of the APA8.9 hereof; and
(fh) subject to conduct the provisions of Section 8.10 below, to include Additional Agent Goods Store Closing Sales in accordance with the Sale Guidelines attached hereto as part of the SaleExhibit 8.1.
Appears in 1 contract
Samples: Agency Agreement (Rowe Companies)
Rights of Agent. In addition to any other rights granted to Agent elsewhere in this Agreement, Agent shall be permitted and hereby is authorized to conduct conduct, advertise, post signs and otherwise promote the Sale as follows: (i) at the Closing Stores by means of Closing Store Advertising, (ii) at the Continuing Stores through Continuing Store Advertising, and (iii) through E-Commerce Sites through Continuing Store Advertising, in each case throughout the Sale Term without compliance with any Liquidation Sale Laws. The Agent shall conduct the Sale in the name of and on behalf of the Merchant or Buyer, as applicable, in a commercially reasonable manner and in compliance with the terms of this Agreement and subject to the Approval Order. Agent shall conduct the Sale in accordance consistent with the sale guidelines attached hereto as Exhibit 8.1 2 (the “Sale Guidelines”). In addition to any other rights granted to Agent hereunder hereunder, in conducting the Sale the Sale, Agent, in the exercise of its reasonable discretion sole discretion, shall have the right, subject to limited only by the limitations set forth hereinSale Guidelines:
(a) subject to establish section 9.10, conduct, to advertise, post signs, and otherwise promote, including the use of banners, signwalkers, and a-frame signs, the Sale prices as a "store closing", "sale on everything", "everything must go", or similar themed sale, all in accordance with the Sale Guidelines and discounts and Store hoursprovided that such advertising methods are not prohibited by Applicable Law;
(b) except as otherwise expressly included as an Expenseto establish and implement advertising and promotion programs consistent with the Sale themes set forth above; provided, that Merchant shall have the right to approve all such advertising and promotion in advance, which approval shall not be unreasonably withheld or delayed;
(c) to establish Closing Store hours which are consistent with the terms of applicable leases;
(d) to use without charge during the Sale Term all FF&E, advertising materials, computer hardware and software, existing Suppliessupplies located at the Closing Stores, intangible assets (including Merchant’s name, logo and tax identification numbers), Closing Store keys, case keys, security codes codes, and safe and lock combinations required to gain access to and operate the Closing Stores, and any other assets of the Merchant or Buyer, as applicable, located at the Closing Stores (whether owned, leased, or licensed);
(c) (ie) to be provided by Merchant or Buyeruse, as applicablesubject to Section 4.1(r), (at no additional cost to Agent) with Merchant’s central office facilities, central administrative services and personnel to process and payroll, perform Central Services MIS and provide other central office services reasonably necessary for the Sale; (ii) to use reasonably sized offices located at Merchant’s or Buyer’s, as applicable, central office facility to effect the Sale; and (iii) to use all Intellectual Property (but solely in connection with the Sale and pursuant to such reasonable restrictions requested by Merchant and/or Buyer in order for Merchant and/or Buyer to comply with its privacy policy and applicable laws governing the use and dissemination of confidential consumer personal data and the Letter Agreement);
(d) to establish and implement advertising, signage and promotion programs consistent with this Agreement, including without limitation by means of media advertising, and similar interior and exterior signs and banners, and the use of sign walkers consistent with the provisions herein;
(e) to transfer Merchandise and Inventory under Open Purchase Orders between and among the Stores at Agent's expense; provided, however, that in the event that Agent expressly requests Merchant to provide services other than those normally provided to the Closing Stores and relating to the sale of merchandise by Merchant, Agent shall not transfer Merchandise between and among Stores so be responsible for the actual incremental cost of such services as to make the Merchandise unavailable for purposes an Expense of the Inventory Taking or otherwise take any action to prevent compliance by Buyer with Section 2.6 of the APASale; and
(f) subject to transfer Merchandise between and among the provisions Closing Stores, the costs of Section 8.10 below, to include Additional which shall be paid by Agent Goods as part an Expense of the Sale.
Appears in 1 contract
Rights of Agent. In addition to any other rights granted to Agent elsewhere in this Agreement, The Agent shall be permitted to conduct the Sale as follows: (i) at the Closing Stores by means of Closing Store Advertising, (ii) at the Continuing Stores through Continuing Store Advertising, and (iii) through E-Commerce Sites through Continuing Store Advertising, in each case a "store closing" or similar sale throughout the Sale Term without compliance with any Liquidation Sale LawsTerm. The Agent shall conduct the Sale in the name of and on behalf of the Merchant or Buyer, as applicable, in a commercially reasonable manner and in compliance with (i) the terms of this Agreement Agreement, (ii) provisions of applicable laws, regulations and subject to the Approval Order. Agent shall conduct the Sale in accordance with the sale guidelines attached hereto as Exhibit 8.1 ordinances, and (the “Sale Guidelines”)iii) provisions of Occupancy Agreements. In addition to any other rights granted to Agent hereunder hereunder, in conducting the Sale the Agent, in the exercise of its reasonable discretion sole discretion, shall have the right, subject to the limitations set forth hereinimmediately preceding sentence:
(a) to establish and implement advertising, signage promotion programs consistent with the "store closing" theme (including, without limitation, by means of media advertising, banners, A-frame, and similar interior and exterior signs); provided, however, that Agent shall deliver copies of all advertising materials for the Sale prices to Xxxxxxx Xxxxxx or another designee of Merchant identified in writing, who shall have the right, within one business day of such delivery, to approve such materials (which approval shall not be unreasonably withheld or delayed); and discounts and Store hoursprovided further that the failure of such designee to respond to any request for approval within one business day shall be deemed to be approval of the subject materials;
(b) except as otherwise expressly included as an Expense, to establish Sale prices and Store hours;0
(c) to use without charge during the Sale Term all FF&E, advertising materials, store-level bank accounts, Store-level customer lists and mailing lists, computer hardware and software, existing Supplies, intangible assets (including Merchant’s 's name, logo and tax identification numbers), Store keys, case keys, security codes codes, and safe and lock combinations required to gain access to and operate the Stores, and any other assets of the Merchant or Buyer, as applicable, located at the Stores (whether owned, leased, or licensed);
(cd) to transfer Merchandise between Stores as determined by the Agent to be reasonably necessary. and
(e) to use without charge (i) to be provided by Merchant or Buyer, as applicable, (at no additional cost to Agent) with Merchant's central office facilities, central and administrative services and personnel to process and payroll, perform Central Services MIS cash reconciliation, and provide other central office services reasonably necessary for the Sale; , and (ii) to use reasonably sized offices one office located at Merchant’s or Buyer’s, as applicable, 's central office facility to effect the Sale; and (iii) to use all Intellectual Property (but solely in connection with the Sale and pursuant to such reasonable restrictions requested by Merchant and/or Buyer in order for Merchant and/or Buyer to comply with its privacy policy and applicable laws governing the use and dissemination of confidential consumer personal data and the Letter Agreement);
(d) to establish and implement advertising, signage and promotion programs consistent with this Agreement, including without limitation by means of media advertising, and similar interior and exterior signs and banners, and the use of sign walkers consistent with the provisions herein;
(e) to transfer Merchandise and Inventory under Open Purchase Orders between and among the Stores at Agent's expense; provided, however, the Agent shall not transfer Merchandise between and among Stores so as to make the Merchandise unavailable for purposes of the Inventory Taking or otherwise take any action to prevent compliance by Buyer with Section 2.6 of the APA; and
(f) subject to the provisions of Section 8.10 below, to include Additional Agent Goods as part of the Salefacility.
Appears in 1 contract
Samples: Agency Agreement (Luria L & Son Inc)
Rights of Agent. In addition Subject to any other rights granted to Agent elsewhere the provisions of Section 2 hereof and except as may otherwise be provided for in this Agreementthe Approval Order, the Agent shall be permitted to conduct the Sale as follows: (i) at the Closing Stores by means of Closing Store Advertising, (ii) at the Continuing Stores through Continuing Store Advertising, and (iii) through E-Commerce Sites through Continuing Store Advertising, in each case a “store closing,” “sale on everything,” “everything must go,” or similar themed sale throughout the Sale Term without compliance with any Liquidation Term. Agent shall NOT advertise the Sale Laws. as a “going-out-of-business sale.” The Agent shall conduct the Sale in the name of and on behalf of the Merchant or Buyer, as applicable, in a commercially reasonable manner and in compliance with the terms of this Agreement and subject to and, except as modified by the Approval Order, all governing laws and applicable agreements to which Merchant is a party. The Agent shall conduct the Sale in accordance with the sale guidelines attached hereto as Exhibit 8.1 (the “Sale Guidelines”). In addition to any other rights granted to Agent hereunder in conducting the Sale Sale, but subject to any applicable agreements to which Merchant is a party (including the leases for the Closing Stores) except as modified by the Approval Order, the Agent, in the exercise of its reasonable discretion discretion, shall have the right, subject to the limitations set forth herein:
(a) to establish Sale prices and discounts Store hours which are consistent with the terms of applicable leases and Store hours;local laws or regulations, including without limitation Sunday closing laws; provided however, to the extent that Agent extends the hours of operation at one or more of the Closing Stores beyond the hours historically operated by Merchant, which results in additional utilities and increased Occupancy Expenses in excess of the amounts set forth on Exhibit 4.1(s), Agent shall be obligated to reimburse Merchant the amounts, if any, of such additional costs and such additional costs shall constitute Expenses of the Sale.
(b) except as otherwise expressly included as an Expense, to use without charge during the Sale Term all FF&E, Store-level customer email lists for the Closing Stores, to the extent same can be distinguished from the customer email list for Merchant’s on-going stores (provided, however, such access shall be provided solely through Merchant’s outside advertisement email services, and the Agent shall not have direct access to any personally identifiable information contained therein), computer hardware and software, existing Suppliessupplies located at the Closing Stores, intangible assets (including Merchant’s name, logo and tax identification numbers), Store keys, case keys, security codes and safe and lock combinations required to gain access to and operate the Closing Stores, and any other assets of the Merchant or Buyer, as applicable, located at the Closing Stores (whether owned, leased, or licensed) consistent with applicable terms of leases or licenses (except as modified by the Approval Order);
(c) so long as such access does not unreasonably disrupt the business operations of Merchant, to use (i) to be provided by Merchant or Buyer, as applicable, (at no additional cost to Agent) with Merchant’s central office facilities, central administrative services and personnel to process and payroll, perform Central Services MIS and provide other central office services reasonably necessary for the SaleSale to the extent that such services are normally provided by Merchant in house, at no additional cost to Agent; provided, however, that, in the event that Agent expressly requests Merchant to provide services other than those normally provided to the Closing Stores and relating to the sale of merchandise by Merchant, Agent shall be responsible for the actual incremental cost of such services as an Expense; and (ii) to use reasonably sized offices one office located at Merchant’s or Buyer’s, as applicable, central office facility to effect the Sale; and (iii) to use all Intellectual Property (but solely in connection with the Sale and pursuant to such reasonable restrictions requested by Merchant and/or Buyer in order for Merchant and/or Buyer to comply with its privacy policy and applicable laws governing the use and dissemination of confidential consumer personal data and the Letter Agreement);facility.
(d) to establish and implement advertising, signage and promotion programs consistent with this Agreementthe “store closing” or similar theme (including, including without limitation limitation, by means of media advertising, A-frame and similar interior and exterior signs and banners, and the use of sign walkers ) in a manner consistent with the provisions herein;Sale Guidelines and applicable law; provided, however, the content of all such advertising and signage shall be approved in advance by at
(e) to transfer Merchandise and Inventory under Open Purchase Orders between and among the Stores at Agent's expenseClosing Stores; provided, however, the Agent shall not transfer Merchandise between and among Closing Stores so as to make the Merchandise unavailable for purposes of unless the Inventory Taking or otherwise take any action to prevent compliance by Buyer with Section 2.6 of at the APAtransferring and receiving Closing Store has been completed; and
(f) subject upon entry of the Approval Order, Agent shall be authorized to conduct the Sale in accordance with the provisions of Section 8.10 below, to include Additional Agent Goods as part of the SaleSale Guidelines and Approval Order.
Appears in 1 contract
Samples: Agency Agreement
Rights of Agent. In addition Subject to any other rights granted to Agent elsewhere in this Agreementthe Approval Order, the Agent shall be permitted to conduct the Sale as follows: (i) at the Closing Stores by means of Closing Store Advertising, (ii) at the Continuing Stores through Continuing Store Advertising, and (iii) through E-Commerce Sites through Continuing Store Advertising, in each case a “store closing” or similar themed sale throughout the Sale Term without compliance with any Liquidation Sale LawsTerm. The Agent shall conduct the Sale in the name of and on behalf of the Merchant or Buyer, as applicable, in a commercially reasonable manner and in compliance with the terms of this Agreement and subject to and, except as modified by the Approval Order, all governing laws and applicable agreements to which Merchant is a party. The Agent shall conduct the Sale in accordance with the sale guidelines attached hereto as Exhibit 8.1 approved by the Bankruptcy Court in the February 18 Order (the “Sale Guidelines”) and annexed hereto as Exhibit 8.1(a). In addition to any other rights granted to Agent hereunder in conducting the Sale Sale, but subject to any applicable agreements to which Merchant is a party except as modified by the Approval Order, as applicable, the Agent, in the exercise of its reasonable discretion discretion, shall have the right, subject to the limitations set forth herein:
(a) to establish Sale prices and discounts Store hours which are consistent with the terms of applicable leases and Store hours;local laws or regulations, including without limitation Sunday closing laws; provided however, to the extent that Agent extends the hours of operation at one or more of the Stores beyond the hours historically operated by Merchant, which results in additional utilities and increased Occupancy Expenses in excess of the amounts set forth on Exhibit 4.1(r), Agent shall reimburse Merchant the amounts, if any, of such additional costs and such additional costs shall constitute Expenses of the Sale.
(b) except as otherwise expressly included as an ExpenseExpense and subject to applicable privacy and other laws, to use without charge during the Sale Term all FF&E, Store- level customer lists, mailing lists and email lists for the Stores (provided, however, such access shall be provided solely through Merchant’s outside advertisement services for which Merchant shall use commercially reasonable efforts to cause such outside service providers to cooperate with and assist Agent, and the Agent shall not have direct access to any personally identifiable information contained therein), computer hardware and software, existing Suppliessupplies located at the Stores, intangible assets (including Merchant’s name, logo and tax identification numbers), Store keys, case keys, security codes and safe and lock combinations required to gain access to and operate the Stores, and any other assets of the Merchant or Buyer, as applicable, located at the Stores (whether owned, leased, or licensed) consistent with applicable terms of leases or licenses (except as modified by the Approval Order);
(c) so long as such access does not unreasonably disrupt the business operations of Merchant, to use (i) to be provided by Merchant or Buyer, as applicable, (at no additional cost to Agent) with Merchant’s central office facilities, central administrative services and personnel to process and payroll, perform Central Services MIS and provide other central office services reasonably necessary for the SaleSale to the extent that such services are normally provided by Merchant in house, at no additional cost to Agent (except where otherwise designated as an Expense pursuant to Section 4.1(s) hereof); provided, however, that, in the event that Agent expressly requests Merchant to provide services other than those normally provided to the Stores and relating to the sale of merchandise by Merchant, Agent shall be responsible for the actual incremental cost of such services as an Expense; and (ii) to use reasonably sized offices sufficient office space located at Merchant’s or Buyer’s, as applicable, central office facility to effect the Sale; and (iii) to use all Intellectual Property (but solely in connection with the Sale and pursuant to such reasonable restrictions requested by Merchant and/or Buyer in order for Merchant and/or Buyer to comply with its privacy policy and applicable laws governing the use and dissemination of confidential consumer personal data and the Letter Agreement)facility;
(d) to establish and implement advertising, signage and promotion programs consistent with this Agreement“store closing” or similar theme (including, including without limitation limitation, by means of media advertising, A-frame and similar interior and exterior signs and banners, banners and the use of sign walkers walkers) in a manner consistent with the provisions herein;Sale Guidelines and the Approval Order; and
(e) to transfer Merchandise and Inventory under Open Purchase Orders between and among the Stores at Agent's expenseStores; provided, however, the Agent shall not transfer Merchandise between and among Stores so as to make the Merchandise unavailable for purposes of unless the Inventory Taking or otherwise take any action to prevent compliance by Buyer at the transferring Store has been completed; provided, further, that Agent shall provide Merchant with Section 2.6 prior written notice of the APA; and
(f) subject to the provisions of Section 8.10 below, to include Additional Agent Goods as part of the Saleall such transfers.
Appears in 1 contract
Samples: Agency Agreement
Rights of Agent. In addition Subject to any other rights granted to Agent elsewhere the provisions of Section 2 hereof and except as may otherwise be provided for in this Agreementthe Approval Order, Agent shall be permitted to conduct the Sale as follows: (i) at the Closing Stores by means a “going out of Closing Store Advertising, (ii) at the Continuing Stores through Continuing Store Advertising, and (iii) through E-Commerce Sites through Continuing Store Advertising, in each case business,” “store closing,” “sale on everything,” “everything must go,” “bankruptcy” or similar themed sale throughout the Sale Term without compliance with any Liquidation Sale LawsTerm. The Agent shall conduct the Sale in the name of and on behalf of the Merchant or Buyer, as applicable, in a commercially reasonable manner and in compliance with the terms of this Agreement and subject to Agreement, the Approval Order. Agent shall conduct the Sale in accordance with Order and the sale guidelines attached hereto as Exhibit 8.1 (the “Sale Guidelines”). In addition to any other rights granted to Agent hereunder in conducting the Sale the Sale, Agent, in the exercise of its reasonable discretion discretion, shall have the right, subject to the limitations set forth herein:
(a) to establish Sale prices and discounts Store hours which are consistent with the terms of applicable leases and Store hourslocal laws or regulations, including without limitation Sunday closing laws;
(b) except as otherwise expressly included as an Expense, to use without charge during the Sale Term all FF&E, Store-level customer lists, mailing lists and email lists for the Stores (provided, however, such access shall be provided solely through Merchant’s outside advertisement mailer and email services, and Agent shall not have direct access to any personally identifiable information contained therein), computer hardware and software, existing Suppliessupplies located at the Stores, intangible assets (including Merchant’s name, logo and tax identification numbers), Store keys, case keys, security codes and safe and lock combinations required to gain access to and operate the Stores, and any other assets of the Merchant or Buyer, as applicable, located at the Stores (whether owned, leased, or licensed) consistent with applicable terms of leases or licenses (except as modified by the Approval Order);
(c) (i) to be provided by Merchant or Buyer, as applicable, (at no additional cost to Agent) with reasonable central office facilities, central administrative services and personnel to process and payroll, perform Central Services MIS and provide other central office services reasonably necessary for the Sale; (ii) Sale to use reasonably sized offices located the extent that such services are normally provided by Merchant, at Merchant’s or Buyer’s, as applicable, central office facility no additional cost to effect the Sale; and (iii) to use all Intellectual Property (but solely in connection with the Sale and pursuant to such reasonable restrictions requested by Merchant and/or Buyer in order for Merchant and/or Buyer to comply with its privacy policy and applicable laws governing the use and dissemination of confidential consumer personal data and the Letter Agreement);
(d) to establish and implement advertising, signage and promotion programs consistent with this Agreement, including without limitation by means of media advertising, and similar interior and exterior signs and banners, and the use of sign walkers consistent with the provisions herein;
(e) to transfer Merchandise and Inventory under Open Purchase Orders between and among the Stores at Agent's expense; provided, however, that, in the event that Agent expressly requests Merchant to provide services other than those normally provided to the Stores relating to the sale of merchandise by Merchant, Agent shall not transfer Merchandise between and among Stores so be responsible for the actual incremental cost of such services as to make the Merchandise unavailable for purposes of the Inventory Taking or otherwise take any action to prevent compliance by Buyer with Section 2.6 of the APAan Expense; and
(f) subject to the provisions of Section 8.10 below, to include Additional Agent Goods as part of the Sale.
Appears in 1 contract
Samples: Agency Agreement
Rights of Agent. In addition Subject to any other rights granted to Agent elsewhere the provisions of Section 2 hereof (except as may otherwise be provided for in this Agreementthe Approval Order, the Agent shall be permitted to conduct the Sale as follows: (i) at the Closing Stores by means of Closing Store Advertisinga “going-out-of-business sale”, (ii) at the Continuing Stores through Continuing Store Advertising, and (iii) through E-Commerce Sites through Continuing Store Advertising, in each case “store closing,” “sale on everything,” “everything must go,” or similar themed sale throughout the Sale Term without compliance with any Liquidation Sale LawsTerm. The Agent shall conduct the Sale in the name of and on behalf of the Merchant or Buyer, as applicable, in a commercially reasonable manner and in compliance with the terms of this Agreement and subject to and, except as modified by the Approval Order, all governing laws and applicable agreements to which Merchant is a party. The Agent shall conduct the Sale in accordance with the sale guidelines attached hereto as Exhibit 8.1 8.1(a) (the “Sale Guidelines”). ) In addition to any other rights granted to Agent hereunder in conducting the Sale Sale, but subject to any applicable agreements to which Merchant is a party except as modified by the Approval Order, as applicable, the Agent, in the exercise of its reasonable discretion discretion, shall have the right, subject to the limitations set forth herein:
(a) to establish Sale prices and discounts Store hours which are consistent with the terms of applicable leases and Store hours;local laws or regulations, including without limitation Sunday closing laws; provided however, to the extent that Agent extends the hours of operation at one or more of the Stores beyond the hours historically operated by Merchant, which results in additional utilities and increased Occupancy Expenses in excess of the amounts set forth on Exhibit 4.1(s), Agent shall be obligated to reimburse Merchant the amounts, if any, of such additional costs and such additional costs shall constitute Expenses of the Sale.
(b) except as otherwise expressly included as an Expense, to use without charge during the Sale Term all FF&E, Store-level customer lists, mailing lists and email lists for the Stores (provided, however, such access shall be provided solely through Merchant’s outside advertisement services, and the Agent shall not have direct access to any personally identifiable information contained therein), computer hardware and software, existing Suppliessupplies located at the Stores, intangible assets (including Merchant’s name, logo and tax identification numbers), Store keys, case keys, security codes and safe and lock combinations required to gain access to and operate the Stores, and any other assets of the Merchant or Buyer, as applicable, located at the Stores (whether owned, leased, or licensed) consistent with applicable terms of leases or licenses (except as modified by the Approval Order);
(c) so long as such access does not unreasonably disrupt the business operations of Merchant, to use (i) to be provided by Merchant or Buyer, as applicable, (at no additional cost to Agent) with Merchant’s central office facilities, central administrative services and personnel to process and payroll, perform Central Services MIS and provide other central office services reasonably necessary for the SaleSale to the extent that such services are normally provided by Merchant in house, at no additional cost to Agent (except where otherwise designated as an Expense pursuant to Section 4.1(t) hereof); provided, however, that, in the event that Agent expressly requests Merchant to provide services other than those normally provided to the Stores and relating to the sale of merchandise by Merchant, Agent shall be responsible for the actual incremental cost of such services as an Expense; and (ii) to use reasonably sized offices sufficient office space located at Merchant’s or Buyer’s, as applicable, central office facility to effect the Sale; and (iii) to use all Intellectual Property (but solely in connection with the Sale and pursuant to such reasonable restrictions requested by Merchant and/or Buyer in order for Merchant and/or Buyer to comply with its privacy policy and applicable laws governing the use and dissemination of confidential consumer personal data and the Letter Agreement)facility;
(d) to establish and implement advertising, signage and promotion programs consistent with this Agreementthe “going out of business,” “store closing” or similar theme (including, including without limitation limitation, by means of media advertising, A-frame and similar interior and exterior signs and banners, banners and the use of sign walkers walkers) in a manner consistent with the provisions hereinSale Guidelines and the Approval Order;
(e) to transfer Merchandise and Inventory under Open Purchase Orders between and among the Stores at Agent's expenseStores; provided, however, the Agent shall not transfer Merchandise between and among Stores so as to make the Merchandise unavailable for purposes of unless the Inventory Taking or otherwise take any action at the transferring Store has been completed;
(f) to prevent compliance by Buyer supplement the Merchandise at the Stores with Additional Agent Merchandise in accordance with Section 2.6 of the APA8.10 hereof; and
(fg) subject upon entry of the Approval Order ,Agent shall be authorized to conduct the Sale in accordance with the provisions of Section 8.10 below, to include Additional Agent Goods as part of the SaleSale Guidelines and Approval Order.
Appears in 1 contract
Rights of Agent. In addition to any other rights granted to Agent elsewhere in this Agreement, Agent shall be permitted to conduct the Sale as follows: (ix) at the Closing Stores by means of Closing Store Advertising(and, at Purchaser’s election, in its sole discretion, at the Designation Rights Stores), as a “store closing”, “sale on everything”, “everything must go” or similar-themed sale and (ii) at the Continuing Designation Rights Stores through Continuing Store Advertising(unless Purchaser makes the election in clause (x)), consistent with such Designation Rights Stores being operated in the ordinary course of business (but, in the case of each of clauses (x) and (iiiy), shall not refer to any such sale as a “going out of business”, “total liquidation”, “bankruptcy ordered” or “bankruptcy liquidation” sale) through E-Commerce Sites through Continuing Store Advertising, in each case throughout the Sale Term without compliance with any Liquidation Sale Laws. The Agent shall conduct the Sale in the name of and on behalf of the Merchant or Buyer, as applicable, in a commercially reasonable manner and in compliance with the terms of this Agreement and subject to the Approval Order. Agent shall conduct the Liquidation Sale in accordance with the sale guidelines attached hereto as Exhibit 8.1 (the “Sale Guidelines”). In addition to any other rights granted to Agent hereunder in conducting the Sale the Agent, in the exercise of its reasonable discretion shall have the right, subject to the limitations set forth herein:
(a) to establish Sale prices and discounts and Store hours;
(b) except as otherwise expressly included as an Expense, to use without charge during the Sale Term all FF&E, bank accounts, computer hardware and software, existing Supplies, intangible assets (including including, except as otherwise agreed between Purchaser and JV Agent, Merchant’s nametrademarks, logo trade names, logos and tax identification numbers), Store keys, case keys, security codes and safe and lock combinations required to gain access to and operate the StoresStores and the Distribution Centers, and any other assets of the Merchant or Buyer, as applicable, located at the Stores or the Distribution Centers (whether owned, leased, or licensed);
(c) except as otherwise expressly included as an Expense, (i) to be provided by Merchant or Buyer, as applicable, (at no additional cost to Agent) with central office facilities, central administrative services and personnel to process and perform Central Services and provide other central office services reasonably necessary for or incident to the SaleSale or the exercise of the designation rights pursuant to the APA (including, but not limited to, use of Merchant’s central office facilities, central administrative services, and personnel to process payroll, perform MIS, and provide other central office services necessary for the Sale to the extent that such services are normally provided by Merchant in house); (ii) to use reasonably sized offices located at Merchant’s or Buyer’s, as applicable, central office facility to effect the Sale; and (iii) except as otherwise agreed between Purchaser and JV Agent, to use all Intellectual Property customer lists, mailing lists, email lists, and web and social networking sites utilized by Merchant in connection with its business (but solely in connection with the Sale and pursuant to such reasonable restrictions requested by Merchant and/or Buyer in order for Merchant and/or Buyer to comply with its privacy policy and applicable laws governing the use and dissemination of confidential consumer personal data (provided that, subject to the terms of the APA and the Letter AgreementApproval Order, such restrictions shall not apply to Purchaser from and after the transfer of ownership of the applicable intellectual property and information to Purchaser));
(d) except as otherwise agreed between Purchaser and JV Agent, to establish and implement advertising, signage and promotion programs consistent with this Agreementthe (i) at the Closing Stores (and, at Purchaser’s election, in its sole discretion, at the Designation Rights Stores), “store closing”, “sale on everything”, “everything must go”, or similar theme and (ii) at the Designation Rights Stores (unless Purchaser makes the election in clause (i)), consistent with such Designation Rights Stores being operated in the ordinary course of business (but, in the case of each of clauses (i) and (ii), not referring to any such sale as a “going out of business”, “total liquidation”, “bankruptcy ordered” or “bankruptcy liquidation” sale), including without limitation by means of media advertising, and similar interior and exterior signs and banners, and the use of A-frames, sign walkers consistent with the provisions hereinand similar signage;
(e) to transfer Merchandise and Inventory under Open Purchase Orders between and among the Stores at Agent's ’s expense; provided, however, the Agent shall not transfer Merchandise between and among Stores so as to make the Merchandise unavailable for purposes of the Inventory Taking or otherwise take any action Taking; provided further that no Merchandise shall be transferred between the Closing Stores, on the one hand, and the Designation Rights Stores, on the other hand, unless mutually agreed by each of JV Agent and Purchaser;
(f) to prevent compliance by Buyer transfer Merchandise from the Distribution Center to the Stores;
(g) to supplement the Merchandise at the Stores with Additional Agent Merchandise in accordance with Section 2.6 of the APA8.9 hereof; and
(fh) subject to conduct the provisions of Section 8.10 below, to include Additional Agent Goods as part of Sale in accordance with the SaleSale Guidelines.
Appears in 1 contract
Rights of Agent. In addition to any other rights granted to Agent elsewhere in this Agreement, Agent shall be permitted to conduct the Sale as follows: (i) at the Closing Stores by means of Closing Store Advertising, (ii) at the Continuing Stores through Continuing Store Advertising, and (iii) through E-Commerce Sites through Continuing Store Advertising, in each case a “store closing,” “sale on everything,” “everything must go,” or similar themed sale throughout the Sale Term without compliance with any Liquidation Term. Agent shall not advertise the Sale Laws. The as a “going-out-of-business sale.” Agent shall conduct the Sale in the name of and on behalf of the Merchant or Buyer, as applicable, in a commercially reasonable manner and in compliance with the terms of this Agreement and subject to the Approval Order. Agent shall conduct the Sale in accordance with the sale guidelines attached hereto as Exhibit 8.1 (the “Sale Guidelines”)all Applicable Laws. In addition to any other rights granted to Agent hereunder in conducting the Sale the Sale, Agent, in the exercise of its reasonable discretion discretion, shall have the right, subject to the limitations set forth herein:
(a) to establish Sale prices and discounts Store hours which are consistent and compliant with the terms of Applicable Laws (including without limitation Sunday closing laws), and to establish Store hourshours which are consistent with Merchant’s historic practices;
(b) except as otherwise expressly included as an Expense, to use without charge during the Sale Term all FF&E, Stores-level customer lists and mailing lists (including e-mail address lists) (provided, however, such access shall be provided solely through Merchant’s outside advertisement mailer services and provided further that use of such lists shall be in compliance with Applicable Laws and use of such lists is solely in connection with the conduct of the Sale), computer hardware and software, existing SuppliesSupplies located at the Stores, intangible assets (including Merchant’s name, logo and tax identification numbers), Store Stores keys, case keys, security codes codes, and safe and lock combinations required to gain access to and operate the Stores, and any other assets of the Merchant or Buyer, as applicable, located at the Stores (whether owned, leased, or licensed). Agent shall exercise due care and return to Merchant immediately at the end of the Sale all materials and Supplies except materials or Supplies expended or abandoned at the Stores;
(c) to use (i) to be provided by Merchant or Buyer, as applicable, (at no additional cost to Agent) with Merchant’s central office facilities, facilities and central administrative services and personnel to process and perform Central Services and provide other central office services reasonably necessary for the SaleSale (including without limitation management information system services (MIS), payroll processing, point of sale systems, accounting systems, cash reconciliation systems, inventory processing and handling, and data processing and reporting), at no cost to Agent; provided, however, that in the event that Agent expressly requests Merchant to provide services other than those normally provided to the Stores and relating to the sale of merchandise by Merchant, Agent shall be responsible for the actual incremental cost of such services as an Expense, and (ii) to use reasonably sized offices reasonable office space located at Merchant’s or Buyer’s, as applicable, central office facility to effect the Sale; and (iii) to for exclusive use all Intellectual Property (but solely in connection with the Sale and pursuant to such reasonable restrictions requested by Merchant and/or Buyer in order for Merchant and/or Buyer to comply with its privacy policy and applicable laws governing the use and dissemination of confidential consumer personal data and the Letter Agreement);Agent.
(d) to establish and implement advertising, signage signage, and promotion programs consistent with this Agreementthe “store closing” or similar theme (including, including without limitation limitation, by means of media advertising, and A-frame, similar interior and exterior signs and banners, and the use of sign walkers consistent walkers) that are in compliance with the provisions herein;Applicable Laws; and
(e) to transfer Merchandise and Inventory under Open Purchase Orders between and among the Stores at Agent's expense; provided, however, the Agent shall not transfer Merchandise between and among Stores so as to make the Merchandise unavailable for purposes of the Inventory Taking or otherwise take any action to prevent compliance by Buyer with Section 2.6 of the APA; and
(f) subject to the provisions of Section 8.10 below, to include Additional Agent Goods as part of the SaleStores.
Appears in 1 contract
Samples: Agency Agreement (Office Depot Inc)
Rights of Agent. In addition to any other rights granted to Agent elsewhere in this Agreement, Agent shall be permitted to conduct the Sale as follows: (i) at the Closing Stores by means of Closing Store Advertising, (ii) at the Continuing Stores through Continuing Store Advertising, and (iii) through E-Commerce Sites through Continuing Store Advertising, in each case a "store closing" or similar sale throughout the Sale Term without compliance with any Liquidation Sale LawsTerm. The Agent shall conduct the Sale in the name of and on behalf of the Merchant or Buyer, as applicable, in a commercially reasonable manner and in compliance with (i) the terms of this Agreement and subject to the Approval Order. Agent shall conduct the Sale in accordance with the sale guidelines attached hereto as Exhibit 8.1 (the “Sale Guidelines”)ii) provisions of applicable laws, regulations and ordinances. In addition to any other rights granted to Agent hereunder hereunder, in conducting the Sale the Sale, Agent, in the exercise of its reasonable discretion sole discretion, shall have the right, subject to the limitations set forth hereinimmediately preceding sentence:
(a) to establish and implement advertising, signage, and promotion programs consistent with the "store closing" theme (including, without limitation, by means of media advertising, banners, A-frame, and similar interior and exterior signs); provided, however, that Agent shall deliver copies of all advertising materials for the Sale to Tony Xxxxxxxxx xx another designee of Merchant identified in writing, who shall have the right, within forty-eight hours of such delivery, to approve such materials (which approval shall not be unreasonably withheld or delayed); and provided further that the failure of such designee to respond to any request for approval within forty-eight hours shall be deemed to be approval of the subject materials;
(b) to establish Sale prices and discounts and Store hours;
(bc) except as otherwise expressly included as an Expense, to use without charge during the Sale Term all FF&E, motor vehicles, advertising materials, bank accounts, Store-level customer lists and mailing lists, computer hardware and software, existing Supplies, intangible assets (including Merchant’s 's name, logo and tax identification numbers), Store keys, case keys, security codes codes, and safe and lock combinations required to gain access to and operate the Stores, and any other assets of the Merchant or Buyer, as applicable, located at the Stores (whether owned, leased, or licensed);
(cd) to transfer Merchandise between Stores; and
(e) to use without charge (i) to be provided by Merchant or Buyer, as applicable, (at no additional cost to Agent) with Merchant's central office facilities, POS systems, central and administrative services and personnel to process payroll, perform MIS services, sales audit and perform Central Services cash reconciliation, and provide other central office services reasonably services, necessary for the Sale; , and (ii) to use reasonably sized offices one office located at Merchant’s or Buyer’s, as applicable, 's central office facility to effect the Sale; and (iii) to use all Intellectual Property (but solely in connection with the Sale and pursuant to such reasonable restrictions requested by Merchant and/or Buyer in order for Merchant and/or Buyer to comply with its privacy policy and applicable laws governing the use and dissemination of confidential consumer personal data and the Letter Agreement);
(d) to establish and implement advertising, signage and promotion programs consistent with this Agreement, including without limitation by means of media advertising, and similar interior and exterior signs and banners, and the use of sign walkers consistent with the provisions herein;
(e) to transfer Merchandise and Inventory under Open Purchase Orders between and among the Stores at Agent's expense; provided, however, the Agent shall not transfer Merchandise between and among Stores so as to make the Merchandise unavailable for purposes of the Inventory Taking or otherwise take any action to prevent compliance by Buyer with Section 2.6 of the APA; and
(f) subject to the provisions of Section 8.10 below, to include Additional Agent Goods as part of the Salefacility.
Appears in 1 contract
Samples: Loan and Security Agreement (Franks Nursery & Crafts Inc)
Rights of Agent. In addition to any other rights granted to Agent elsewhere in this Agreement, Agent shall be permitted to to, in its sole discretion, conduct the Sale as follows: (i) at the Closing Stores by means of Closing Store Advertising, (ii) at the Continuing Stores through Continuing Store Advertising, a "store closing" sale in markets in which Merchant shall continue to operate stores and (iii) through Ea "going-Commerce Sites through Continuing Store Advertising, out-of-business" sale in each case markets in which Merchant is vacating entirely throughout the Sale Term without compliance Term, The Sale shall be considered implemented by Merchant pursuant to section 363 of the Bankruptcy Code, with any Liquidation Sale Lawsall of the protections afforded by section 363(m) of the Bankruptcy Code. The Agent shall conduct the Sale in the name of and on behalf of the Merchant or Buyer, as applicable, in a commercially reasonable manner and in compliance with the terms of this Agreement and subject to the Approval Order. Agent shall conduct the Sale in accordance with the sale guidelines attached hereto as Exhibit 8.1 (the “Sale Guidelines”)Agreement. In addition to any other rights granted to Agent hereunder hereunder, in conducting the Sale the Agent, in the exercise of its reasonable discretion sole discretion, shall have the right, subject to the limitations set forth herein:
(a) to establish Sale prices and discounts implement advertising and Store hours;promotion programs consistent with a "going-out-of-business,' or "store closing" theme sale (including, without limitation, by means of media advertising, exterior banners, A-frame, and similar interior and exterior signs),
(b) except as otherwise expressly included as an Expense, to establish Sale prices and Store hours which are consistent with the terms of applicable leases,
(c) to use without charge during the Sale Term and in conjunction with Agent's exercise of its rights under section 5.5, all FF&E, motor vehicles, advertising materials, bank accounts, Store-level customer lists and mailing lists, computer hardware and software, existing Suppliessupplies located at the Stores, intangible assets (including Merchant’s 's name, logo and tax identification numbers), Store keys, case keys, security codes codes, and safe and lock combinations required to gain access to and operate the Stores, and any other assets of Merchant located at the Merchant Stores or Buyer, as applicable, located used in the ordinary course of business at the Stores (whether owned, leased, or licensed);,
(cd) to transfer Merchandise between Stores, and
(e) to use without charge during the Sale Term (i) to be provided by Merchant or Buyer, as applicable, (at no additional cost to Agent) with Merchant's central office facilities, central administrative services and personnel to process and payroll, perform Central Services MIS and provide other central office services reasonably necessary for the Sale; , and (ii) to use reasonably sized offices one (1) office located at Merchant’s or Buyer’s, as applicable, 's central office facility to effect the Sale; and (iii) to use all Intellectual Property (but solely in connection with the Sale and pursuant to such reasonable restrictions requested by Merchant and/or Buyer in order for Merchant and/or Buyer to comply with its privacy policy and applicable laws governing the use and dissemination of confidential consumer personal data and the Letter Agreement);
(d) to establish and implement advertising, signage and promotion programs consistent with this Agreement, including without limitation by means of media advertising, and similar interior and exterior signs and banners, and the use of sign walkers consistent with the provisions herein;
(e) to transfer Merchandise and Inventory under Open Purchase Orders between and among the Stores at Agent's expense; provided, however, the Agent shall not transfer Merchandise between and among Stores so as to make the Merchandise unavailable for purposes of the Inventory Taking or otherwise take any action to prevent compliance by Buyer with Section 2.6 of the APA; and
(f) subject to the provisions of Section 8.10 below, to include Additional Agent Goods as part of the Salefacility.
Appears in 1 contract
Samples: Agency Agreement (Crown Books Corp)
Rights of Agent. In addition to any other rights granted to Agent elsewhere in this Agreement, Agent shall be permitted to conduct the Sale Sale, on behalf of Merchant, as follows: (i) at a “store closing” or similar theme sale in the Closing Stores by means of Closing Store Advertising, (ii) at the Continuing Stores through Continuing Store Advertising, and (iii) through E-Commerce Sites through Continuing Store Advertising, in each case throughout the Sale Term without compliance in a manner consistent with any Liquidation Sale Laws. The Agent shall conduct the Sale in the name of Guidelines and on behalf of the Merchant or Buyer, as applicable, in a commercially reasonable manner and in compliance with the terms of this Agreement and subject to the Approval Order. Agent shall conduct the Sale in accordance with the sale guidelines attached hereto as Exhibit 8.1 (the “Sale Guidelines”)this Agreement. In addition to any other rights granted to Agent hereunder in conducting the Sale the Agenthereunder, in performing its duties in connection with the exercise of its reasonable discretion Sale, Agent shall have the right, subject to right for purposes of the limitations set forth hereinSale:
(a) to establish implement Sale prices and discounts Stores hours in accordance with an agreed upon plan with Merchant as set forth in the Expense Budget and Store hourssubject to the terms of applicable leases, mortgages, or other occupancy agreements, and local laws or regulations, including, without limitation, Sunday closing laws;
(b) except as otherwise expressly included as an Expenseto request from Merchant the use of, to use without charge during the Sale Term in accordance with the Expense Budget all FF&E, bank accounts, Store- level customer lists and mailing lists, computer hardware and software, existing Suppliessupplies located at the Stores, intangible assets (including Merchant’s name, logo logo, and tax identification numbers), Store keys, case keys, security codes codes, and safe and lock combinations required to gain access to and operate the Stores, and any other assets of the Merchant or Buyer, as applicable, located at the Stores (whether owned, leased, or licensed)) consistent with applicable terms of leases or licenses. Agent shall exercise due care and return to the Merchant immediately at the end of the Sale all materials and supplies except materials or supplies expended;
(c) (i) to be provided by request from Merchant or Buyer, as applicable, (at no additional cost to Agent) with the use of Merchant’s central office facilities, central administrative services services, and personnel to process and payroll, perform Central Services MIS, and provide other central office services reasonably necessary for the SaleSale to the extent that such services are normally provided by Merchant in-house, at no cost to Agent subject, however, to the Expense Budget; (ii) provided, however, that in the event Agent expressly requests Merchant to use reasonably sized offices located at provide services other than those normally provided to the Stores and relating to the sale of merchandise by Merchant in the ordinary course of business and as expressly contemplated by this Agreement, Agent shall be responsible to reimburse Merchant’s or Buyer’s, as applicable, central office facility to effect the Sale; and (iii) to use all Intellectual Property (but solely in connection with an Expense of the Sale and pursuant to hereunder, for the actual incremental cost of such reasonable restrictions requested services incurred by Merchant and/or Buyer in order for Merchant and/or Buyer to comply a third party (e.g., a party which is not affiliated with its privacy policy and applicable laws governing the use and dissemination of confidential consumer personal data and the Letter Agreementor related to Merchant);
(d) to establish and implement Merchant-approved advertising, signage signage, and promotion programs consistent with this Agreementa “store closing,” or similar theme sale, including and as otherwise provided in the Approval Order and the Sale Guidelines (including, without limitation limitation, by means of media advertising, banners, A-frame, and similar interior and exterior signs and banners, and the use of sign walkers consistent with the provisions hereinsignage);
(e) to request permission of Merchant to transfer Merchandise between Stores and Inventory under Open Purchase Orders between to facilitate such transfer as directed by Merchant;
(f) to assist Merchant, at Merchant’s sole option, to replenish the Replenishment Goods;
(g) Recommend and among implement Merchant-approved (i) point of purchase, point of sale, and external and internal advertising and signage necessary to effectively sell the Merchandise at the Stores at Agent's expensein accordance with a “store closing” or other mutually agreeable theme (Agent shall deliver copies of all advertising materials for the Sale to Merchant which shall have the right, within three (3) business days of such delivery, to approve such materials (which approval shall not be unreasonably withheld or delayed); provided, however, that the Agent failure of the Merchant to reasonably respond to any request for approval within three (3) business days shall not be deemed to be approval of the subject materials), (ii) pricing and presentation of Merchandise, (iii) staffing levels for the Stores (including store employees), (iv) merchandise transfer Merchandise strategies between and among the Stores, and (v) store operation practices (i.e., ongoing services and housekeeping);
(h) at Agent’s election, and as an Expense identified in the Expense Budget, to continue to offer customer services currently offered in the Stores so as relating to make “moneygrams” or money orders, accepting payment of customer utility bills, and check cashing;
(i) to use the bakery, deli, meat, and other departments, including Licensed Departments, other than pharmacy departments and lottery departments, for periods of time to be agreed between Agent and Merchant;
(j) to return Merchandise unavailable for purposes to vendors with the consent of the Inventory Taking or otherwise take any action to prevent compliance by Buyer with Section 2.6 of the APAMerchant; and
(fk) subject to work with Merchant prior to the provisions of Section 8.10 below, Sale Commencement Date to include Additional Agent Goods as part of manage Merchandise levels at the SaleStores.
Appears in 1 contract
Samples: Agency Agreement
Rights of Agent. In addition Subject to any other rights granted to Agent elsewhere in this Agreemententry of the Sale Order, Agent shall be permitted to conduct the Sale as follows: (i) a “store closing,” “going-out-of-business” or similar themed sale at the Closing Stores by means of Closing Store Advertising, (ii) at the Continuing Stores through Continuing Store Advertising, and (iii) through E-Commerce Sites through Continuing Store Advertising, in each case throughout the Sale Term without compliance with any Liquidation Sale Laws. The Agent shall conduct the Sale in the name of and on behalf of the Merchant or Buyer, as applicable, in a commercially reasonable manner and in compliance consistent with the terms of this Agreement and subject to the Approval Order. Agent shall conduct the Sale in accordance with the sale guidelines attached hereto as Exhibit 8.1 (the “Sale Guidelines”)” annexed hereto as Exhibit 8.1, whether by in-store or media advertising or promotional materials. In addition to any other rights granted to Agent hereunder or under the Purchase Agreement, in conducting the Sale the Sale, Agent, in the exercise of its reasonable discretion sole discretion, shall have the right, subject to the limitations set forth herein:
(a) to establish Sale prices Closing Locations’ hours, which are consistent with the terms of applicable leases, mortgages or other occupancy agreements and discounts and Store hourslocal laws or regulations, including, without limitation, Sunday closing laws;
(b) except as otherwise expressly included as an Expense, to use without charge (except where designated as an Expense pursuant to Section 4.1 hereof) during the Sale Term all FF&E, bank accounts, customer lists and mailing lists, computer hardware and software, existing Suppliessupplies located at the Closing Locations, intangible assets (including Merchant’s namenames, logo logos and tax identification numbers), Store keys, case keys, security codes codes, and safe and lock combinations required to gain access to and operate the StoresClosing Locations, and any other assets of the Merchant or Buyer, as applicable, located at the Stores Closing Locations (whether owned, leased, or licensed)) consistent with applicable terms of leases or licenses. Agent shall exercise due care and return to the Merchant immediately at the end of the Sale all materials and supplies except materials or supplies expended or sold to Purchaser under the Purchase Agreement;
(c) (i) to be provided by Merchant or Buyer, as applicable, (at no additional cost to Agent) with use Merchant’s central office facilities, central administrative services and personnel to process and payroll, perform Central Services MIS and provide other central office services reasonably necessary for the Sale; (ii) Sale to use reasonably sized offices located at Merchant’s or Buyer’s, as applicable, central office facility to effect the Sale; and (iii) to use all Intellectual Property (but solely in connection with the Sale and pursuant to extent that such reasonable restrictions requested services are normally provided by Merchant and/or Buyer in order for Merchant and/or Buyer house, at no cost to comply with its privacy policy and applicable laws governing the use and dissemination of confidential consumer personal data and the Letter Agreement)Agent;
(d) to establish sales prices and implement advertising, signage (including exterior banners and signs), and promotion programs consistent with this Agreementthe sale theme described herein, including and as otherwise provided in the Sale Order and the Sale Guidelines, as and where applicable (including, without limitation limitation, by means of media advertising, A-frame, and similar interior and exterior signs and bannerssignage, and the use of sign walkers consistent with the provisions hereinwalkers, in Agent’s discretion);
(e) to transfer Merchandise and Inventory under Open Purchase Orders between and among the Stores at Agent's expense; provided, however, the Agent shall not transfer Merchandise between and among Stores so as to make the Merchandise unavailable for purposes of Closing Locations only after the Inventory Taking or otherwise take any action to prevent compliance (as contemplated by Buyer with Section 2.6 of and defined in the APAPurchase Agreement) is completed at both the transferring and the receiving location; and
(f) subject to Agent may conduct one or more auctions of Merchandise, Additional Merchandise, and/or FF&E from the provisions of Section 8.10 below, to include Additional Agent Goods as part of the SaleClosing Locations.
Appears in 1 contract
Samples: Agency Agreement
Rights of Agent. Subject to (i) applicable federal, state and local law, and (ii) the terms of the applicable Store leases, reciprocal easement agreements and other similar agreements relating to the occupancy of the Stores (collectively, “Occupancy Agreements”), except to the extent such Occupancy Agreements are modified in connection with the HRE Negotiations, Agent shall promote the Store Closing Sale as follows: (x) during the period between December 26, 2004 and January 2, 2005, Agent shall promote the sale as a “soft”sale, substantially similar to the promotion scheduled by the Company at its on-going retail store locations (the “On-Going Locations”), which promotion is described on Exhibit 8.1(a) annexed hereto; and (y) from and after January 3, 2005 through the Sale Term, Agent may promote the Store Closing Sale as a “store closing”, a “sale on everything” or “inventory liquidation” or similar sale themed sale, or (z) as suggested by HRE, a “soft” sale, utilizing more limited store closing or liquidation advertising. All advertising shall be subject to the approval of Merchant provided that such approval shall not be unreasonably withheld, and any advertising not disapproved within two (2) business days of the date of submission to the Merchant shall be deemed approved. Agent shall conduct the Store Closing Sale in the name of and on behalf of Merchant in a commercially reasonable manner and in compliance with (i) the terms of this Agreement; (ii) the terms of the Occupancy Agreements for each of the Stores (except as modified through the HRE Negotiations or reasonably agreed by Merchant, in consultation with HRE, and Agent) and (iii) provisions of applicable laws, regulations and ordinances.. In addition to any other rights granted to Agent elsewhere in this Agreementhereunder, Agent shall be permitted to conduct the Sale as follows: (i) at the Closing Stores by means of Closing Store Advertising, (ii) at the Continuing Stores through Continuing Store Advertising, and (iii) through E-Commerce Sites through Continuing Store Advertising, in each case throughout the Sale Term without compliance with any Liquidation Sale Laws. The Agent shall conduct the Sale in the name of and on behalf of the Merchant or Buyer, as applicable, in a commercially reasonable manner and in compliance with the terms of this Agreement and subject to the Approval Order. Agent shall conduct the Sale in accordance with the sale guidelines attached hereto as Exhibit 8.1 (the “Sale Guidelines”). In addition to any other rights granted to Agent hereunder in conducting the Sale the Store Closing Sale, Agent, in the exercise of its reasonable discretion sole discretion, shall have the right, subject to the limitations set forth hereinimmediately preceding sentence:
(a) to establish and implement advertising, signage and promotion programs consistent with the applicable theme (including, without limitation, by means of media advertising, banners, A-frame and similar interior and exterior signs), provided, that Agent shall not use the term “going out of business” in any signage and be responsive to Merchant’s reasonable requests regarding alteration or modification of any signage;
(b) to establish Store Closing Sale prices and discounts and Store hours;
(bc) except as otherwise expressly included as an Expense, to use without charge during the Sale Term all FF&E, advertising materials, bank accounts, Store-level customer lists and mailing lists, computer hardware and software, existing Supplies, intangible assets (including Merchant’s name, logo and tax identification numbers), Store keys, case keys, security codes codes, and safe and lock combinations required to gain access to and operate the Stores, Stores and any other assets of the Merchant or Buyer, as applicable, located at the Stores (whether owned, leased, or licensed)Stores;
(cd) to transfer Merchandise between Stores and/or between the Stores, provided however, the Store Manager or Assistant Manager at both the transferring and the receiving Stores must sign and acknowledge the transfer out and transfer in of each transfer of Merchandise, confirming the number of units, the SKU numbers and the Retail Price of such transferred Merchandise; and
(e) to have the benefit of, without charge, (i) to be provided by Merchant or Buyer, as applicable, (at no additional cost to Agent) with Merchant’s central office facilities, POS systems, central and administrative services and personnel to process payroll, perform MIS services, sales audit and perform Central Services cash reconciliation and provide other central office services reasonably services, necessary for the Sale; Store Closing Sale and (ii) to use reasonably sized offices one office located at Merchant’s or Buyer’s, as applicable, central office facility to effect the Sale; and (iii) to use all Intellectual Property (but solely in connection with the Sale and pursuant to such reasonable restrictions requested by Merchant and/or Buyer in order for Merchant and/or Buyer to comply with its privacy policy and applicable laws governing the use and dissemination of confidential consumer personal data and the Letter Agreement);
(d) to establish and implement advertising, signage and promotion programs consistent with this Agreement, including without limitation by means of media advertising, and similar interior and exterior signs and banners, and the use of sign walkers consistent with the provisions herein;
(e) to transfer Merchandise and Inventory under Open Purchase Orders between and among the Stores at Agent's expense; provided, however, the Agent shall not transfer Merchandise between and among Stores so as to make the Merchandise unavailable for purposes of the Inventory Taking or otherwise take any action to prevent compliance by Buyer with Section 2.6 of the APA; and
(f) subject to the provisions of Section 8.10 below, to include Additional Agent Goods as part of the Salefacility.
Appears in 1 contract
Samples: Agency Agreement (Wet Seal Inc)
Rights of Agent. In addition to any other rights granted to Agent elsewhere Except as may be further permitted in this Agreementthe Approval Order, Agent shall be permitted to conduct the Sale as follows: (i) at the Closing Stores by means a “going out of Closing Store Advertisingbusiness”, (ii) at the Continuing Stores through Continuing Store Advertising“store closing”, and (iii) through E-Commerce Sites through Continuing Store Advertising, in each case “sale on everything” or similar themed sale throughout the Sale Term without compliance with any Liquidation Sale LawsTerm. The Agent shall conduct the Sale in the name of and on behalf of the Merchant or Buyer, as applicable, in a commercially reasonable manner and in compliance with the terms of this Agreement and subject to the Approval Order. Agent shall conduct the Sale in accordance with the sale guidelines attached hereto as Exhibit 8.1 (the “8.1(the "Sale Guidelines”"). In addition to any other rights granted to Agent hereunder in conducting the Sale the Agent, in the exercise of its reasonable discretion shall have the right, subject to the limitations set forth herein:
(a) to establish Sale prices and discounts and Store hours;
(b) except as otherwise expressly included as an Expense, to use without charge during the Sale Term all FF&E, computer hardware and software, existing Suppliessupplies located at the Stores, intangible assets (including Merchant’s name, logo and tax identification numbers), Store keys, case keys, security codes and safe and lock combinations required to gain access to and operate the Stores, and any other assets of the Merchant or Buyer, as applicable, located at the Stores (whether owned, leased, or licensed);
(c) (i) to be provided by Merchant or Buyer, as applicable, (at no additional cost to Agent) with central office facilities, central administrative services and personnel to process payroll, perform MIS, reconcile cash and perform Central Services inventories, process and report data, and provide other central office services reasonably necessary for the Sale; (ii) to use reasonably sized offices located at Merchant’s or Buyer’s, as applicable, central office facility to effect the Sale; and (iii) to use all Intellectual Property customer lists, mailing lists, email lists, and web and social networking sites utilized by Merchant in connection with its business (but solely in connection with the Sale and pursuant to such reasonable restrictions requested by Merchant and/or Buyer in order for Merchant and/or Buyer to comply with its privacy policy and applicable laws governing the use and dissemination of confidential consumer personal data and the Letter Agreementdata);
(d) to establish and implement advertising, signage and promotion programs consistent with this Agreementthe “going out of business”, “store closing”, “sale on everything” or similar theme including without limitation by means of media advertising, and similar interior and exterior signs and banners, and the use of sign walkers consistent (provided however that Agent shall be obligated to comply with (and indemnify Merchant in the provisions hereinevent of its failure to comply with) applicable state and local health and safety laws in connection with Agent’s use of exterior banners and signwalkers);
(e) to transfer Merchandise and Inventory under Open Purchase Orders between and among the Stores at Agent's expenseas an Expense; provided, however, the Agent shall not transfer Merchandise between and among Stores so as to make the Merchandise unavailable for purposes of until the Inventory Taking or otherwise take any action to prevent compliance by Buyer with Section 2.6 of at the APAtransferring and receiving Stores has been completed; and
(f) subject to the provisions of Section 8.10 below, to include Additional Agent Goods as part of Merchandise in the Sale.
Appears in 1 contract
Samples: Second Agency Agreement
