Common use of Sale Reconciliation Clause in Contracts

Sale Reconciliation. On each Wednesday during the Sale Term (or, solely with respect to the Designation Rights Stores, the Designation Rights Period), Purchaser, JV Agent and Merchant shall cooperate to reconcile Expenses of the Sale, make payments/setoffs on account of the Guaranteed Amount, Agent’s Fee, E-Commerce Inventory Fee, sales of Owned FF&E, and reconcile such other Sale-related items as any such party shall reasonably request, in each case for the prior week or partial week (i.e. Sunday through Saturday), all pursuant to procedures agreed upon by Merchant, Purchaser and JV Agent (the “Weekly Sale Reconciliation”). Within thirty (30) days after the end of the Sale Term (or, if later, the Designation Rights Period), or as soon as practicable thereafter, Purchaser, JV Agent and Merchant shall complete a final reconciliation of the Sale (the “Final Reconciliation”), the written results of which shall be certified by representatives of each of Merchant, Purchaser and JV Agent as a final settlement of accounts between Merchant, on the one hand, and Purchaser and JV Agent, on the other hand, and a copy of which shall be promptly delivered to Purchaser and shall include the net sale proceeds paid by JV Agent to Sellers from all sales of Owned FF&E located at the Closing Stores. Within five (5) days after the completion of the Final Reconciliation and execution of a settlement letter including an appropriate mutual release, Purchaser and JV Agent (as applicable) shall pay to Merchant, or Merchant shall pay to Purchaser and JV Agent (as applicable), as the case may be, any and all amounts due the other pursuant to the Final Reconciliation. Such settlement and Final Reconciliation shall be deemed approved pursuant to section 105(a) of the Bankruptcy Code and rule 9019 of the Federal Rules of Bankruptcy Procedure without further order of the Bankruptcy Court (other than the Approval Order). In the absence of an order of the Bankruptcy Court to the contrary, no disputed amounts owing hereunder shall be paid until the dispute has been resolved by agreement of Merchant, on the one hand, and Purchaser and JV Agent (as applicable), on the other hand, or as determined by the Bankruptcy Court. During the Sale Term (or, solely with respect to the Designation Rights Stores, the Designation Rights Period), and thereafter until all of Merchant’s and Agent’s obligations under this Agreement have been satisfied, Merchant, Purchaser and JV Agent shall have reasonable access to each other’s records with respect to the Sale (including, but not limited to, Retail Price, Merchandise, Expenses, and Proceeds) to review and audit such records.

Sale Reconciliation. On each Wednesday during the Sale Term (orTerm, solely with respect to the Designation Rights Stores, the Designation Rights Period), Purchaser, JV Agent and Merchant shall cooperate to reconcile Expenses of the Sale, make payments/setoffs on account of the Guaranteed Amount, Agent’s Agent s Fee, E-Commerce Inventory Fee, sales of Owned FF&Eand Sharing Amounts, and reconcile such other Sale-related items as any such either party shall reasonably request, in each case for the prior week or partial week (i.e. Sunday through Saturday), all pursuant to procedures agreed upon by Merchant, Purchaser Merchant and JV Agent (the “Weekly Sale Reconciliation”Reconciliation ). Within thirty (30) days after the end of the Sale Term (or, if later, the Designation Rights Period)Term, or as soon as practicable thereafter, Purchaser, JV Agent and Merchant shall complete a final reconciliation of the Sale (the “Final Reconciliation”Reconciliation ), the written results of which shall be certified by representatives of each of Merchant, Purchaser Merchant and JV Agent as a final settlement of accounts between Merchant, on the one hand, Merchant and Purchaser and JV Agent, on the other hand, and a copy of which shall be promptly delivered to Purchaser and shall include the net sale proceeds paid by JV Agent to Sellers from all sales of Owned FF&E located at the Closing Stores. Within five (5) days after the completion of the Final Reconciliation and execution of a settlement letter including an appropriate mutual releaseReconciliation, Purchaser and JV Agent (as applicable) shall pay to Merchant, or Merchant shall pay to Purchaser and JV Agent (as applicable)Agent, as the case may be, any and all amounts due the other pursuant to the Final Reconciliation. Such settlement and Final Reconciliation shall be deemed approved pursuant to section 105(a) of the Bankruptcy Code and rule 9019 of the Federal Rules of Bankruptcy Procedure without further order of the Bankruptcy Court (other than the Approval Order). In the absence of an order of the Bankruptcy Court to the contrary, no disputed amounts owing hereunder shall be paid until the dispute has been resolved by agreement of Merchant, on the one hand, and Purchaser and JV Agent (as applicable), on the other hand, or as determined by the Bankruptcy Court. During the Sale Term (or, solely with respect to the Designation Rights Stores, the Designation Rights Period)Term, and thereafter until all of Merchant’s and Agent’s Agent s obligations under this Agreement have been satisfied, Merchant, Purchaser Merchant and JV Agent shall have reasonable access to each other’s Merchant s and Agent s records with respect to the Sale (including, but not limited to, Retail Price, Merchandise, Expenses, Proceeds and Proceeds) Expenses to review and audit such records. The parties shall attempt, in good faith, to resolve any dispute arising under this Agreement, including without limitation any dispute relating to one or more Weekly Sale Reconciliation or the Final Reconciliation. Absent an agreement between the parties, such disputes shall be resolved by the Bankruptcy Court.

Sale Reconciliation. On each Wednesday during the Sale Term (orTerm, solely with respect to the Designation Rights Stores, the Designation Rights Period), Purchaser, JV Agent and Merchant shall cooperate to reconcile Expenses of the Sale, make payments/setoffs on account of the Guaranteed Amount, Agent’s Fee, E-Commerce Inventory Fee, sales of Owned FF&Eand Sharing Amounts, and reconcile such other Sale-related items as any such either party shall reasonably request, in each case for the prior week or partial week (i.e. Sunday through Saturday), all pursuant to procedures agreed upon by Merchant, Purchaser Merchant and JV Agent (the “Weekly Sale Reconciliation”). Within thirty (30) days after the end of the Sale Term (or, if later, the Designation Rights Period)Term, or as soon as practicable thereafter, Purchaser, JV Agent and Merchant shall complete a final reconciliation of the Sale (the “Final Reconciliation”), the written results of which shall be certified by representatives of each of Merchant, Purchaser Merchant and JV Agent as a final settlement of accounts between Merchant, on the one hand, Merchant and Purchaser and JV Agent, on the other hand, and a copy of which shall be promptly delivered to Purchaser and shall include the net sale proceeds paid by JV Agent to Sellers from all sales of Owned FF&E located at the Closing Stores. Within five (5) days after the completion of the Final Reconciliation and execution of a settlement letter including an appropriate mutual releaseReconciliation, Purchaser and JV Agent (as applicable) shall pay to Merchant, or Merchant shall pay to Purchaser and JV Agent (as applicable)Agent, as the case may be, any and all amounts due the other pursuant to the Final Reconciliation. Such settlement and Final Reconciliation shall be deemed approved pursuant to section 105(a) of the Bankruptcy Code and rule 9019 of the Federal Rules of Bankruptcy Procedure without further order of the Bankruptcy Court (other than the Approval Order). In the absence of an order of the Bankruptcy Court to the contrary, no disputed amounts owing hereunder shall be paid until the dispute has been resolved by agreement of Merchant, on the one hand, and Purchaser and JV Agent (as applicable), on the other hand, or as determined by the Bankruptcy Court. During the Sale Term (or, solely with respect to the Designation Rights Stores, the Designation Rights Period)Term, and thereafter until all of Merchant’s and Agent’s obligations under this Agreement have been satisfied, Merchant, Purchaser Merchant and JV Agent shall have reasonable access to each otherMerchant’s and Agent’s records with respect to the Sale (including, but not limited to, Retail Price, Merchandise, Expenses, Proceeds and Proceeds) Expenses to review and audit such records.

Sale Reconciliation. On each Wednesday during the Sale Term (orTerm, solely with respect to the Designation Rights Stores, the Designation Rights Period), Purchaser, JV Agent and Merchant shall cooperate to reconcile Expenses of the SaleExpenses, make payments/setoffs on account of the Guaranteed Amount, Agent’s Fee, E-Commerce Inventory Fee, sales of Owned FF&E, GOB Sale Proceeds and reconcile such other GOB Sale-related items as any such either party shall reasonably request, in each case for the prior week or partial week (i.e. Sunday through Saturday), all pursuant to procedures agreed upon by Merchant, Purchaser Merchant and JV Agent (the “Weekly Sale Reconciliation”). Within thirty (30) days after the end of the Sale Term (or, if later, the Designation Rights Period)Term, or as soon as practicable thereafter, Purchaser, JV Agent and Merchant shall complete a final reconciliation of the Sale (the “Final Reconciliation”), the written results of which shall be certified by representatives of each of Merchant, the Merchant and Purchaser and JV Agent as a final settlement of accounts between Merchant, on the one hand, Merchant and Purchaser and JV Agent, on with respect to the other hand, and a copy of which shall be promptly delivered to Purchaser and shall include the net sale proceeds paid by JV Agent to Sellers from all sales of Owned FF&E located at the Closing StoresGOB Sale. Within five (5) days after the completion of the Final Reconciliation and execution of a settlement letter including an appropriate mutual releaserelease for the benefit of Merchant and Purchaser, Purchaser and JV Agent (as applicable) shall pay to Merchant, or Merchant shall pay to Purchaser and JV Agent (as applicable)Agent, as the case may be, any and all amounts due the other pursuant to the Final Reconciliation. Such settlement The Approval Order shall provide that the Final Reconciliation, once agreed to by Merchant and Final Reconciliation Purchaser, shall be automatically deemed approved pursuant to Bankruptcy Code section 105(a) of the Bankruptcy Code and rule Rule 9019 of the Federal Rules of Bankruptcy Procedure without further order of the Bankruptcy Court (other than the Approval Order). In the absence of an order of the Bankruptcy Court to the contrary, no disputed amounts owing hereunder shall be paid until the dispute has been resolved or action by agreement of Merchant, on the one hand, and Purchaser and JV Agent (as applicable), on the other hand, or as determined by the Bankruptcy Courtany party. During the Sale Term (or, solely with respect to the Designation Rights Stores, the Designation Rights Period)Term, and thereafter until all of Merchant’s and Purchaser’s and Agent’s obligations under this Agreement have been satisfied, Merchant, Merchant and Purchaser and JV Agent shall have reasonable access to each otherMerchant’s and Purchaser’s records with respect to the GOB Sale (including, but not limited to, Retail Price, to Merchandise, ExpensesGOB Sale Proceeds, and ProceedsExpenses) to review and audit such records.

Sale Reconciliation. On each Wednesday during the Sale Term (orTerm, solely with respect to commencing on the Designation Rights Storessecond Wednesday after the Sale Commencement Date, the Designation Rights Period), Purchaser, JV Agent and Merchant shall cooperate to reconcile Expenses of the Sale, make payments/setoffs on account of the Guaranteed Amount, Agent’s Fee, E-Commerce Inventory Fee, sales of Owned FF&E, and reconcile such other Sale-related items as any such either party shall reasonably request, in each case for the prior week or partial week (i.e. Sunday through Saturday), all pursuant to procedures agreed upon by Merchant, Purchaser Merchant and JV Agent (the “Weekly Sale Reconciliation”). Within thirty (30) days after the end of the Sale Term (or, if later, the Designation Rights Period)Term, or as soon as practicable thereafter, Purchaser, JV Agent and Merchant shall complete a final reconciliation of the Sale (the “Final Reconciliation”), the written results of which shall be certified by representatives of each of Merchant, Purchaser Merchant and JV Agent as a final settlement of accounts between Merchant, on the one hand, Merchant and Purchaser and JV Agent, on the other hand, and a copy of which shall be promptly delivered to Purchaser and shall include the net sale proceeds paid by JV Agent to Sellers from all sales of Owned FF&E located at the Closing Stores. Within five (5) days after the completion of the Final Reconciliation and execution of a settlement letter including an appropriate mutual releaseReconciliation, Purchaser and JV Agent (as applicable) shall pay to Merchant, or Merchant shall pay to Purchaser and JV Agent (as applicable)Agent, as the case may be, any and all amounts due the other pursuant to the Final Reconciliation. Such settlement and Final Reconciliation shall be deemed approved pursuant to section 105(a) of the Bankruptcy Code and rule 9019 of the Federal Rules of Bankruptcy Procedure without further order of the Bankruptcy Court (other than the Approval Order). In the absence of an order of the Bankruptcy Court to the contrary, no disputed amounts owing hereunder shall be paid until the dispute has been resolved by agreement of Merchant, on the one hand, and Purchaser and JV Agent (as applicable), on the other hand, or as determined by the Bankruptcy Court. During the Sale Term (or, solely with respect to the Designation Rights Stores, the Designation Rights Period)Term, and thereafter until all of Merchant’s and Agent’s obligations under this Agreement have been satisfied, Merchant, Purchaser Merchant and JV Agent shall have reasonable access to each otherMerchant’s and Agent’s records with respect to the Sale (including, but not limited to, Retail Price, Merchandise, Expenses, Proceeds and Proceeds) Expenses to review and audit such records.

Sale Reconciliation. On each Wednesday during the Sale Term (orTerm, solely with respect to the Designation Rights StoresAgent, the Designation Rights Period)Buyer, Purchaser, JV Agent and Merchant shall cooperate (in reasonable consultation with the DIP Agent and the Pre-Petition Term Agent) to reconcile Expenses of the Sale, make payments/setoffs on account Proceeds and Other Proceeds of the Guaranteed Amount, Agent’s Fee, E-Commerce Inventory Fee, sales of Owned FF&ESale, and reconcile such other Sale-related items as any such party shall reasonably request, in each case for the prior week or partial week (i.e. Sunday through Saturday), all pursuant to procedures reasonably agreed upon by MerchantBuyer, Purchaser Merchant and JV Agent (the “Weekly Sale Reconciliation”). Within thirty (30) days after the end of the Sale Term (or, if later, the Designation Rights Period)Term, or as soon as practicable thereafter, PurchaserAgent, JV Agent Buyer, and Merchant shall (in reasonable consultation with the DIP Agent and the Pre-Petition Term Agent) complete a final reconciliation of the Sale (the “Final Reconciliation”), the written results of which shall be certified by representatives of each of the Merchant, Purchaser Buyer, and JV Agent as a final settlement of accounts between the Merchant, on the one hand, Buyer and Purchaser and JV Agent, on the other hand, and a copy of which shall be promptly delivered to Purchaser and shall include the net sale proceeds paid by JV Agent to Sellers from all sales of Owned FF&E located at the Closing Stores. Within five (5) days after the completion of the Final Reconciliation and execution of a settlement letter including an appropriate mutual release, Purchaser and JV Agent (as applicable) shall pay to Merchant, or Merchant shall pay to Purchaser and JV Agent (as applicable), as the case may be, any and all unpaid amounts due the other pursuant to the Final ReconciliationReconciliation shall be paid to and by the appropriate parties. Such Once executed by Merchant, Buyer, and 3 NTD: Agent position. Remains under negotiation. Agent, such settlement and Final Reconciliation shall be deemed approved pursuant to section 105(a) of the Bankruptcy Code and rule 9019 of the Federal Rules of Bankruptcy Procedure without further order of the Bankruptcy Court (other than the Approval Order). In the absence of an order of the Bankruptcy Court to the contrary, no disputed amounts owing hereunder shall be paid until the dispute has been resolved by agreement of Merchant, on the one hand, and Purchaser and JV Agent (as applicable), on the other hand, or as determined by the Bankruptcy Court. During the Sale Term (or, solely with respect to the Designation Rights Stores, the Designation Rights Period)Term, and thereafter until all of Merchant’s, Buyer’s and Agent’s obligations under this Agreement have been satisfied, Merchant, Purchaser Buyer, and JV Agent shall have reasonable access to each otherMerchant’s, Buyer’s and Agent’s records with respect to the Sale (including, but not limited to, Retail PriceMerchandise, MerchandiseInventory under Open Purchase Orders, Expenses, and Proceeds and Other Proceeds) to review and audit such records. During the Pre-Closing Period, the Agent and Merchant shall conduct the applicable Weekly Sale Reconciliations in accordance with this sSection 8.7; provided, however, that no amounts shall be payable by or to Merchant or Agent on account of such Weekly Sale Reconciliations pending the Closing. At Closing, (i) the Pre-Closing Proceeds Credit shall be applied against the Purchase Price as and to the extent provided for in the APA, and (ii) the Agent shall reimburse Merchant under this Agreement for the amountsExpenses due to Merchant on account of the Weekly Sale Reconciliations completed prior to the Closing (for the avoidance of doubt, without reducing such amountsExpenses by the Pre-Closing Proceeds Credit).

Sale Reconciliation. On each Wednesday during the Sale Term (orTerm, solely with respect to the Designation Rights StoresAgent, the Designation Rights Period)Buyer, Purchaser, JV Agent and Merchant shall cooperate (in reasonable consultation with the DIP Agent and the Pre-Petition Term Agent) to reconcile Expenses of the Sale, make payments/setoffs on account Proceeds and Other Proceeds of the Guaranteed Amount, Agent’s Fee, E-Commerce Inventory Fee, sales of Owned FF&ESale, and reconcile such other Sale-related items as any such party shall reasonably request, in each case for the prior week or partial week (i.e. Sunday through Saturday), all pursuant to procedures reasonably agreed upon by MerchantBuyer, Purchaser Merchant and JV Agent (the “Weekly Sale Reconciliation”). Within thirty (30) days after the end of the Sale Term (or, if later, the Designation Rights Period)Term, or as soon as practicable thereafter, PurchaserAgent, JV Agent Buyer, and Merchant shall (in reasonable consultation with the DIP Agent and the Pre-Petition Term Agent) complete a final reconciliation of the Sale (the “Final Reconciliation”), the written results of which shall be certified by representatives of each of the Merchant, Purchaser Buyer, and JV Agent as a final settlement of accounts between the Merchant, on the one hand, Buyer and Purchaser and JV Agent, on the other hand, and a copy of which shall be promptly delivered to Purchaser and shall include the net sale proceeds paid by JV Agent to Sellers from all sales of Owned FF&E located at the Closing Stores. Within five (5) days after the completion of the Final Reconciliation and execution of a settlement letter including an appropriate mutual release, Purchaser and JV Agent (as applicable) shall pay to Merchant, or Merchant shall pay to Purchaser and JV Agent (as applicable), as the case may be, any and all unpaid amounts due the other pursuant to the Final ReconciliationReconciliation shall be paid to and by the appropriate parties. Such Once executed by Merchant, Buyer, and Agent, such settlement and Final Reconciliation shall be deemed approved pursuant to section 105(a) of the Bankruptcy Code and rule 9019 of the Federal Rules of Bankruptcy Procedure without further order of the Bankruptcy Court (other than the Approval Order). In the absence of an order of the Bankruptcy Court to the contrary, no disputed amounts owing hereunder shall be paid until the dispute has been resolved by agreement of Merchant, on the one hand, and Purchaser and JV Agent (as applicable), on the other hand, or as determined by the Bankruptcy Court. During the Sale Term (or, solely with respect to the Designation Rights Stores, the Designation Rights Period)Term, and thereafter until all of Merchant’s, Buyer’s and Agent’s obligations under this Agreement have been satisfied, Merchant, Purchaser Buyer, and JV Agent shall have reasonable access to each otherMerchant’s, Buyer’s and Agent’s records with respect to the Sale (including, but not limited to, Retail PriceMerchandise, MerchandiseInventory under Open Purchase Orders, Expenses, and Proceeds and Other Proceeds) to review and audit such records. During the Pre-Closing Period, the Agent and Merchant shall conduct the applicable Weekly Sale Reconciliations in accordance with this Section 8.7; provided, however, that no amounts shall be payable by or to Merchant or Agent on account of such Weekly Sale Reconciliations pending the Closing. At Closing, (i) the Pre-Closing Proceeds Credit shall be applied against the Purchase Price as and to the extent provided for in the APA, and (ii) the Agent shall reimburse Merchant under this Agreement for Expenses due to Merchant on account of the Weekly Sale Reconciliations completed prior to the Closing (for the avoidance of doubt, without reducing such Expenses by the Pre-Closing Proceeds Credit).