Common use of Sale Process Clause in Contracts

Sale Process. Rapaport and the Supplier agree as follows: i. The date, place and time of the Sale shall be agreed by both parties. ii. The names of all bidders/buyers shall remain confidential to Rapaport. iii. In the case of Sale by auction or tender: 1. The amount of bids shall remain confidential to Rapaport, except that highest bids will be disclosed to Supplier after the close of the auction. 2. Unless otherwise mutually agreed, Rapaport will not disclose the winning bid amounts to the bidders. iv. In all events, unless Supplier has elected the option described in Section 4(d) below, in which case, subject to the terms of that section, Rapaport guarantees return of the Merchandise or payment to Supplier of the high bid/buy-now price minus commission due under this Agreement (“Sale Fee”) and agreed expenses and Rapaport shall have no right to levy any claim, lien or charge over the Merchandise. v. The Merchandise shall continue to be the property of the Supplier, until payment in full has been received in respect of the Merchandise, subject however, to any liens imposed to secure any such Supplier Advance in the event Supplier elects to enter into a Supplier Advance, as described in Section 4(d) below. vi. All bids are not final until payment has been received by Rapaport in full from the successful bidder/buyer. Acceptance of bidders/buyers and permission to bid/buy is granted at the sole discretion of Rapaport and subject to approval by Rapaport. Rapaport, in its sole discretion and acting reasonably, reserves the right to limit viewing of the Merchandise and refuses to accept bids/offers from any party for any reason. In addition, Rapaport reserves the right to refuse to sell any particular lot if the highest bid received is deemed by Rapaport and/or Supplier, in their sole discretion, to be insufficient. vii. If payment is not made by a successful bidder/buyer (“Buyer”), Rapaport reserves the right to cancel the bid and/or Sale. All Sales are final and no returns are accepted after delivery under any circumstances. In the event of default by the Buyer, Rapaport at its sole discretion reserves the right to cancel the sale, and/or take legal action against Buyer and/or offer the goods to the second highest bidder/alternate buyer who is under no obligation to accept the Merchandise provided however that the Merchandise cannot be sold by Rapaport at a price that is not agreed by the Supplier or authorized by paragraph 3(l) (ii), subject, however, to the terms of any Supplier Advance. viii. In the event of any dispute, error or for any other reason deemed necessary by Rapaport, Rapaport in its sole discretion reserves the right to withdraw any lot from the Sale and/or refuse any bid/offer or cancel any sale. If Rapaport withdraws any lot or cancels any Sale, the withdrawn lot or Merchandise subject to such Sale shall be promptly returned to Supplier, subject however to the prior payment in full of any Supplier Advance. ix. The Supplier shall pay the user fee tax for the importation of the Merchandise calculated at 0.3464% of the estimated value of the Merchandise. Rapaport shall have the right to deduct the user fee tax and any other taxes due from the sale of the Merchandise from the proceeds of the sale. The Merchandise shall be at the Supplier’s risk until collected by Rapaport’s courier and thereafter at the risk of Rapaport. x. In New York, auctions and tenders will be conducted by auctioneer Xxxxxx Xxxxxxxx (New York City Department of Consumer Affairs (DCA) license number 1439768).

Sale Process. Rapaport and the Supplier agree as follows: i. The date, place and time of the Sale shall be agreed by both parties. ii. The names of all bidders/buyers shall remain confidential to Rapaport. iii. In the case of Sale by auction or tender: 1. The amount of bids shall remain confidential to Rapaport, except that highest bids will be disclosed to Supplier after the close of the auction. 2. Unless otherwise mutually agreed, Rapaport will not disclose the winning bid amounts to the bidders. iv. In all events, unless Supplier has elected the option described in Section 4(d) below, in which case, subject to the terms of that section, Rapaport guarantees return of the Merchandise or payment to Supplier of the high bid/buy-now price minus commission due under this Agreement (“Sale Fee”) and agreed expenses and Rapaport shall have no right to levy any claim, lien or charge over the Merchandise. v. The Merchandise shall continue to be the property of the Supplier, until payment in full has been received in respect of the Merchandise, subject however, to any liens imposed to secure any such Supplier Advance in the event Supplier elects to enter into a Supplier Advance, as described in Section 4(d) below. vi. All bids are not final until payment has been received by Rapaport in full from the successful bidder/buyer. Acceptance of bidders/buyers and permission to bid/buy is granted at the sole discretion of Rapaport and subject to approval by Rapaport. Rapaport, in its sole discretion and acting reasonably, reserves the right to limit viewing of the Merchandise and refuses to accept bids/offers from any party for any reason. In addition, Rapaport reserves the right to refuse to sell any particular lot if the highest bid received is deemed by Rapaport and/or Supplier, in their sole discretion, to be insufficient. vii. If payment is not made by a successful bidder/buyer (“Buyer”), Rapaport reserves the right to cancel the bid and/or Sale. All Sales are final and no returns are accepted after delivery under any circumstances. In the event of default by the Buyer, Rapaport at its sole discretion reserves the right to cancel the sale, and/or take legal action against Buyer and/or offer the goods to the second highest bidder/alternate buyer who is under no obligation to accept the Merchandise provided however that the Merchandise cannot be sold by Rapaport at a price that is not agreed by the Supplier or authorized by paragraph 3(l) (ii), subject, however, to the terms of any Supplier Advance. viii. In the event of any dispute, error or for any other reason deemed necessary by Rapaport, Rapaport in its sole discretion reserves the right to withdraw any lot from the Sale and/or refuse any bid/offer or cancel any sale. If Rapaport withdraws any lot or cancels any Sale, the withdrawn lot or Merchandise subject to such Sale shall be promptly returned to Supplier, subject however to the prior payment in full of any Supplier Advance. ix. The Supplier shall pay the user fee tax for the importation of the Merchandise calculated at 0.3464% of the estimated value of the Merchandise. Rapaport shall have the right to deduct the user fee tax and any other taxes due from the sale of the Merchandise from the proceeds of the sale. The Merchandise shall be at the Supplier’s risk until collected by Rapaport’s courier and thereafter at the risk of Rapaport. x. In New York, auctions and tenders will be conducted by auctioneer Xxxxxx Xxxxxxxx Xxxxxxxx (New York City Department of Consumer Affairs (DCA) license number 14397681425301).

Sale Process. Rapaport The Borrower and each other Loan Party, with the Supplier agree assistance of Investment Banker, shall market the Loan Parties’ businesses and assets for sale, and shall negotiate, document and consummate the Acceptable Sale evidenced by an Acceptable Definitive Purchase Agreement, in each case as follows: i. The datesoon as practicable but in any event no later than the Outside Sale Closing Date. Notwithstanding the foregoing, place and time (i) nothing herein constitutes or shall be deemed to constitute any consent by any Lender Party to any Acceptable Sale or any waiver of any of the Sale shall be agreed by both parties. rights and remedies of any Lender Party with respect thereto; and (ii. The names of all bidders/buyers shall remain confidential to Rapaport. iii. In ) if the case of Sale by auction or tender: 1. The amount of bids shall remain confidential to Rapaport, except that highest bids will be disclosed to Supplier after the close of the auction. 2. Unless otherwise mutually agreed, Rapaport will not disclose the winning bid amounts to the bidders. iv. In all events, unless Supplier has elected the option described in Section 4(d) below, in which case, subject to the terms of that section, Rapaport guarantees return of the Merchandise or payment to Supplier of the high bid/buy-now price minus commission due under this Agreement (“Sale Fee”) and agreed expenses and Rapaport shall have no right to levy any claim, lien or charge over the Merchandise. v. The Merchandise shall continue to be the property of the Supplier, until payment in full has been received in respect of the Merchandise, subject however, to any liens imposed to secure any such Supplier Advance in the event Supplier elects Loan Parties fail to enter into an Acceptable Definitive Purchase Agreement evidencing a Supplier AdvanceWinning Binding Bid (as hereinafter defined) on or prior to May 15, 2024, or fail to consummate an Acceptable Sale on or before the applicable Outside Sale Closing Date, any such failure shall constitute an immediate Event of Default and a Forbearance Default as described in Section 4(d) below. vi. All bids are not final until payment has been received by Rapaport in full from the successful bidder/buyer. Acceptance of bidders/buyers and permission to bid/buy is granted at the sole discretion of Rapaport and subject to approval by Rapaport. Rapaport, in its sole discretion and acting reasonably, reserves the right to limit viewing of the Merchandise and refuses to accept bids/offers from any party for any reasonsuch date. In addition, Rapaport reserves the right to refuse to sell any particular lot if Borrower and the highest bid received is deemed by Rapaport and/or Supplier, in their sole discretion, to be insufficient.other Loan Parties shall strictly and timely comply with each and every one of the following additional covenants regarding the sale process: vii. If payment is not made by a successful bidder/buyer (“Buyer”), Rapaport reserves the right to cancel the bid and/or Sale. All Sales are final and no returns are accepted after delivery under any circumstances. In the event of default by the Buyer, Rapaport at its sole discretion reserves the right to cancel the sale, and/or take legal action against Buyer and/or offer the goods i) On or prior to the second highest bidder/alternate buyer who is under no obligation to accept the Merchandise provided however that the Merchandise cannot be sold by Rapaport at a price that is not agreed by the Supplier or authorized by paragraph 3(l) (ii), subject, however, to the terms of any Supplier Advance. viii. In the event of any dispute, error or for any other reason deemed necessary by Rapaport, Rapaport in its sole discretion reserves the right to withdraw any lot from the Sale and/or refuse any bid/offer or cancel any sale. If Rapaport withdraws any lot or cancels any SaleSpecified Date, the withdrawn lot Loan Parties shall have, or Merchandise subject to such Sale shall be promptly returned to Supplier, subject however to the prior payment in full of any Supplier Advance. ix. The Supplier shall pay the user fee tax for the importation of the Merchandise calculated at 0.3464% of the estimated value of the Merchandise. Rapaport shall have the right caused Investment Banker to, (A) deliver a “teaser” letter with respect to deduct the user fee tax and any other taxes due from the sale of the Merchandise from Loan Parties’ businesses and assets to (I) a list of prospective purchasers known to the proceeds Loan Parties and/or Investment Banker (which list shall be delivered to the Lender Parties on or prior to the Specified Date), and (II) any other Person designated by any Lender Party prior the Specified Date. Such “teaser” letter shall be in form and substance acceptable to the Lender Parties. Thereafter, the Loan Parties shall, or shall cause Investment Banker to, deliver such “teaser” letter to any other prospective purchaser that is designated by any Lender Party at any time or that becomes known to any Loan Party or Investment Banker to have interest in the purchase of all or any material portion of the saleLoan Parties’ businesses and/or assets. (ii) On or prior to the Specified Date, the Loan Parties shall have caused Investment Banker to prepare and deliver to the Lender Parties a draft of a confidential sale memorandum with respect to the sale of the Loan Parties’ businesses and assets (as modified in accordance with the next sentence, the “Sale Book”). The Merchandise On or prior to the Specified Date, Borrower shall have caused Investment Banker to prepare and deliver to the Lender Parties a final version of the Sale Book in form and substance acceptable to the Lender Parties. (iii) On or prior to the Specified Date, the Loan Parties shall have, and shall have caused Investment Banker to, complete the preparation of a “data room” containing financial, operating and other documentation for prospective purchasers to formulate a Binding Bid (the “Data Room”). (iv) Within one (1) Business Day after the later to occur of (x) the date any prospective purchaser that any Loan Party, Investment Banker or any Lender Party believes in good faith could submit a Binding Bid executes an acceptable confidentiality agreement (each a “Qualified Prospective Purchaser”), or (y) completion of the Sale Book, the Loan Parties shall, or shall cause Investment Banker to, deliver a copy of the Sale Book to such Qualified Prospective Purchaser and provide such Qualified Prospective Purchaser reasonable access to the Data Room. (v) On or prior to March 22, 2024, the Loan Parties shall, or shall cause Investment Banker to, deliver to each Qualified Prospective Purchaser a form of purchase agreement to be used to reflect the Binding Bid of such Qualified Prospective Purchaser. Such form of purchase agreement shall be in form and substance acceptable to the Lender Parties and shall, among other things, provide for the closing to occur on or before the Outside Sale Closing Date and for all Net Sale Proceeds to be remitted in accordance with the Required Proceeds Application. Notwithstanding the foregoing, approval of the form and substance of such form purchase agreement by the Lender Parties under this subparagraph (vi) shall not be deemed to constitute a consent by any Lender Party to the form and substance of any Acceptable Definitive Purchase Agreement or to the terms and conditions of any Acceptable Sale. (vi) Beginning no later than March 15, 2024, and through and including no earlier than April 10, 2024, the Loan Parties, with the assistance of Investment Banker, shall make meeting dates available for management presentations to each Qualified Prospective Purchaser that (x) expresses interest in receiving such presentations and (y) Investment Banker, the Loan Parties and the Lender Parties agree may receive such presentations. (vii) The Loan Parties shall, and shall cause Investment Banker to, (A) establish March 27, 2024, or an earlier date, as the deadline for each Qualified Prospective Purchaser’s submission of a written non-binding letter of interest with respect to the purchase of the Loan Parties’ businesses and/or assets (each, an “LOI”) and (B) on or prior to March 27, 2024, the Loan Parties shall have received at least one LOI from a Person other than any Affiliate of the Loan Parties, setting forth the terms and conditions of an Acceptable Sale (the consummation of which shall be no later than the Outside Sale Closing Date) or is otherwise on terms and conditions acceptable to Agent and Required Lenders. (viii) The Loan Parties shall, and shall cause Investment Banker to, (A) establish April 10, 2024, or an earlier date, as the deadline for each Qualified Prospective Purchaser’s submission of a Binding Bid (the “Bid Deadline”) and (B) on or prior to the Bid Deadline, the Loan Parties shall have received at least one Binding Bid from a Person other than any Affiliate of the Loan Parties, setting forth the terms and conditions of an Acceptable Sale (the consummation of which shall be no later than the Outside Sale Closing Date) or is otherwise on terms and conditions acceptable to Agent and Required Lenders. (ix) On or prior to April 19, 2024, the Loan Parties and Investment Banker shall have completed negotiations with the Qualified Prospective Purchasers that submitted Binding Bids with respect to the terms and conditions of such Binding Bids and shall have selected the Binding Bid that the Loan Parties and Investment Banker believe represents the highest or otherwise best offer for an Acceptable Sale. Notwithstanding any provision to the contrary herein, the Lender Parties shall have the absolute right in their respective sole discretion to consent to or reject such Binding Bid as providing for an Acceptable Sale (the Binding Bid, if any, selected by the Loan Parties and Investment Banker as the highest or otherwise best offer for the purchase of the Loan Parties’ businesses and/or assets, and consented to by the Lender Parties as providing for an Acceptable Sale, is referred to herein as the “Winning Binding Bid”). (x) On or prior to May 15, 2024 (provided a Winning Binding Bid has been obtained in accordance with subparagraph (x) above), the Loan Parties and the Qualified Prospective Purchaser that submitted such Winning Binding Bid (the “Winning Bidder”) each shall execute and deliver an Acceptable Definitive Purchase Agreement. (xi) On or prior to the Outside Sale Closing Date, the Loan Parties and the Winning Bidder shall have consummated the Acceptable Sale provided for in the Acceptable Definitive Purchase Agreement, and the Loan Parties shall remit at closing (or, if later, immediately upon receipt) all of the Net Sale Proceeds from such Acceptable Sale in accordance with the Required Proceeds Application. (xii) In addition (and not in lieu of) any requirements under this Agreement with respect to access or cooperation of the Loan Parties, at the Supplier’s risk until collected request of any Lender Party on a weekly basis from and after the Ninth Amendment Effective Date, management of the Loan Parties and Investment Banker shall conduct a telephonic meeting to be attended by Rapaport’s courier the respective management Representatives of the Loan Parties, the Lender Parties and thereafter their respective Representatives, and Investment Banker, at which telephonic meeting the risk Loan Parties and Investment Banker shall present an update on the sale process (including an assessment of Rapaportany proposed sale transaction or any indication of interest or other offer from any prospective purchaser). x. (xiii) Commencing on the Ninth Amendment Effective Date and continuing on a weekly basis thereafter through the consummation of the Acceptable Sale, the Loan Parties shall, or shall cause Investment Banker to, (A) notify the Lender Parties of all previously undisclosed Persons to whom a Sale Book has been distributed, and (B) deliver to the Lender Parties, promptly after receipt of same, copies of all previously undisclosed written expressions of interest, letters of intent, memoranda of understanding, definitive agreements and similar documents received by Borrower, any other Loan Party or Investment Bank concerning the sale of all or any material portion of the Loan Parties’ businesses and/or assets. (xiv) In New Yorkaddition (and not in lieu of) any requirements under this Agreement with respect to access or cooperation of the Loan Parties, auctions from and tenders will be conducted by auctioneer Xxxxxx Xxxxxxxx after the Ninth Amendment Effective Date, the Loan Parties irrevocably authorize, and shall cause, Investment Banker to: (New York City Department A) disclose fully and promptly to the Lender Parties and their respective Representatives all material developments in connection with the efforts of Consumer Affairs the Loan Parties and Investment Banker to market and sell the Loan Parties’ businesses and/or assets, (DCAB) license number 1439768regularly consult with, and respond to the inquiries of, the Lender Parties and their respective Representatives concerning any and all matters relating to the affairs, finances and businesses of the Loan Parties, the assets and capital stock of the Loan Parties, any aspect of the marketing and sale of the Loan Parties’ businesses and/or assets and Investment Banker’s activities related thereto (including, without limitation, communications outside the presence of any representatives of any Loan Party).

Sale Process. Rapaport The Borrower shall ensure the satisfaction of the following covenants, which may be amended or modified with the consent of the Administrative Agent (acting at the Direction of the Required Lenders): (a) The Borrower shall, and shall cause the Debtors to, conduct a marketing process with a scope acceptable to the Required Lenders and the Supplier agree Requisite Consenting Creditors (as follows: i. The datedefined in the RSA) for a WholeCo Sale Transaction, place and time of the Sale shall be agreed by both parties. ii. The names of all bidders/buyers shall remain confidential to Rapaport. iii. In the case of Sale by auction or tender: 1. The amount of bids shall remain confidential to Rapaport, except that highest bids will be disclosed to Supplier after the close of the auction. 2. Unless otherwise mutually agreed, Rapaport will not disclose the winning bid amounts to the bidders. iv. In all events, unless Supplier has elected the option described in Section 4(d) below, in which case, subject to the terms of that section, Rapaport guarantees return of the Merchandise or payment to Supplier of the high bid/buy-now price minus commission due under this Agreement (“Sale Fee”) and agreed expenses and Rapaport shall have no right to levy any claim, lien or charge over the Merchandise. v. The Merchandise shall continue to pursue Discrete Asset Sales (as defined in the RSA). (b) The Borrower shall, and shall cause the Debtors to establish the Initial IOI Deadline as the deadline for initial IOIs for a WholeCo Sale Transaction to be received by the property Debtors. (c) To the extent permissible, the Debtors shall, within thirty-six (36) hours of receipt of IOIs, deliver to the SupplierLender Advisors, until payment in full has been any and all IOIs received on a “professional eyes only” basis. To the extent a Lender or Consenting Creditor requests receipt of any IOI actually received, the Debtors shall take all steps reasonably necessary to promptly negotiate and enter into a confidentiality agreement with the applicable Lender or Consenting Creditor in respect of same, which confidentiality agreement shall not be subject to a cleansing mechanism. (d) The Debtors shall reasonably agree as promptly as possible, but in no event more than five (5) Business Days after the Merchandise, subject however, to any liens imposed to secure any such Supplier Advance date of the WholeCo Sale Transaction Election (as defined in the event Supplier elects to enter into RSA), on the form and timing of reasonable milestones (the “Sale Milestones”) that shall govern the pursuit of a Supplier Advance, as described in Section 4(d) below. vi. All bids are not final until payment has been received by Rapaport in full from WholeCo Sale Transaction (the successful bidder/buyer. Acceptance of bidders/buyers and permission to bid/buy is granted at the sole discretion of Rapaport and subject to approval by Rapaport. Rapaport, in its sole discretion and acting reasonably, reserves the right to limit viewing of the Merchandise and refuses to accept bids/offers from any party for any reason. In addition, Rapaport reserves the right to refuse to sell any particular lot if the highest bid received is deemed by Rapaport and/or Supplier, in their sole discretion, to be insufficient. vii. If payment is not made by a successful bidder/buyer (“BuyerSale Process”), Rapaport reserves the right to cancel the bid and/or Sale. All Sales are final and no returns are accepted after delivery under any circumstances. In the event of default which shall be pursued by the BuyerDebtors. (e) The Debtors, Rapaport at its sole discretion reserves with the right to cancel consent of the saleRequired Lenders and Requisite Consenting Creditors, and/or take legal action against Buyer and/or offer shall pursue the goods WholeCo Sale Transaction and not the Stand-Alone Restructuring, if the Debtors receive a binding bid that the Debtors, the Required Lenders, and the Requisite Consenting Creditors, mutually agree (each in their reasonable discretion) represents a binding and superior transaction to the second highest bidder/alternate buyer who is under no obligation to accept the Merchandise provided however that the Merchandise cannot be sold by Rapaport at a price that is not agreed by the Supplier or authorized by paragraph 3(l) (ii), subject, however, to the terms of any Supplier AdvanceStand-Alone Restructuring. viii. In the event of any dispute, error or for any other reason deemed necessary by Rapaport, Rapaport in its sole discretion reserves the right to withdraw any lot from the Sale and/or refuse any bid/offer or cancel any sale. If Rapaport withdraws any lot or cancels any Sale, the withdrawn lot or Merchandise subject to such Sale shall be promptly returned to Supplier, subject however to the prior payment in full of any Supplier Advance. ix. The Supplier shall pay the user fee tax for the importation of the Merchandise calculated at 0.3464% of the estimated value of the Merchandise. Rapaport shall have the right to deduct the user fee tax and any other taxes due from the sale of the Merchandise from the proceeds of the sale. The Merchandise shall be at the Supplier’s risk until collected by Rapaport’s courier and thereafter at the risk of Rapaport. x. In New York, auctions and tenders will be conducted by auctioneer Xxxxxx Xxxxxxxx (New York City Department of Consumer Affairs (DCA) license number 1439768).

Sale Process. Rapaport and the Supplier agree as follows: i. The date, place and time of the Sale shall be agreed by both parties. ii. The names of all bidders/buyers shall remain confidential to Rapaport. iii. In the case of Sale by auction or tender: 1. The amount of bids shall remain confidential to Rapaport, except that highest bids will be disclosed to Supplier after the close of the auction. 2. Unless otherwise mutually agreed, Rapaport will not disclose the winning bid amounts to the bidders. iv. In all events, unless Supplier has elected the option described in Section 4(d) below, in which case, subject to the terms of that section, Rapaport guarantees return of the Merchandise or payment to Supplier of the high bid/buy-now price minus commission due under this Agreement (“Sale Fee”) and agreed expenses and Rapaport shall have no right to levy any claim, lien or charge over the Merchandise. v. The Merchandise shall continue to be the property of the Supplier, until payment in full has been received in respect of the Merchandise, subject however, to any liens imposed to secure any such Supplier Advance in the event Supplier elects to enter into a Supplier Advance, as described in Section 4(d) below. vi. All bids are not final until payment has been received by Rapaport in full from the successful bidder/buyer. Acceptance of bidders/buyers and permission to bid/buy is granted at the sole discretion of Rapaport and subject to approval by Rapaport. Rapaport, in its sole discretion and acting reasonably, reserves the right to limit viewing of the Merchandise and refuses to accept bids/offers from any party for any reason. In addition, Rapaport reserves the right to refuse to sell any particular lot if the highest bid received is deemed by Rapaport and/or Supplier, in their sole discretion, to be insufficient. vii. If payment is not made by a successful bidder/buyer (“Buyer”), Rapaport reserves the right to cancel the bid and/or Sale. All Sales are final and no returns are accepted after delivery under any circumstances. In the event of default by the Buyer, Rapaport at its sole discretion reserves the right to cancel the sale, and/or take legal action against Buyer and/or offer the goods to the second highest bidder/alternate buyer who is under no obligation to accept the Merchandise provided however that the Merchandise cannot be sold by Rapaport at a price that is not agreed by the Supplier or authorized by paragraph 3(l) (ii), subject, however, to the terms of any Supplier Advance. viii. In the event of any dispute, error or for any other reason deemed necessary by Rapaport, Rapaport in its sole discretion reserves the right to withdraw any lot from the Sale and/or refuse any bid/offer or cancel any sale. If Rapaport withdraws any lot or cancels any Sale, the withdrawn lot or Merchandise subject to such Sale shall be promptly returned to Supplier, subject however to the prior payment in full of any Supplier Advance. ix. The Supplier shall pay the user fee tax for the importation of the Merchandise calculated at 0.3464% of the estimated value of the Merchandise. Rapaport shall have the right to deduct the user fee tax and any other taxes due from the sale of the Merchandise from the proceeds of the sale. The Merchandise shall be at the Supplier’s risk until collected by Rapaport’s courier and thereafter at the risk of Rapaport. x. In New York, auctions and tenders will be conducted by auctioneer Xxxxxx Xxxxxxxx (New York City Department of Consumer Affairs (DCA) license number 1439768).