Common use of Time of Payments Clause in Contracts

Time of Payments. The Agent shall pay to Merchant via wire transfer eighty percent (80%) of the estimated Guaranteed Amount attributable to Merchandise in the Stores as of the Sale Commencement Date within one business day after issuance of the Approval Order, which amount shall be calculated based upon the net book value of such Merchandise as of such date as set forth in Merchant's books and records. Thereafter, on the earlier of (i) one (1) business day after the reconciliation by Merchant and Agent of the final inventory report by the inventory taking service, and (ii) thirty (30) days after the Sale Commencement Date, Agent shall pay to Merchant via wire transfer the unpaid balance of the Guaranteed Amount or, to the extent that Agent's payment on account of the estimated Guaranteed Amount exceeds the actual Guaranteed Amount, Merchant shall reimburse such excess to Agent; provided, however, that the Inventory Taking shall be reconciled within seven (7) days after its completion (and the Agent and Merchant shall use their reasonable best efforts to accomplish such reconciliation); provided further however, that in the event of a dispute with respect to the final inventory report, Agent shall pay that portion of the unpaid balance of the Guaranteed Amount not in dispute. All payments by Merchant to Agent hereunder shall be made by wire transfer of immediately available funds. Merchant agrees that any amounts due by Agent to Merchant pursuant to this Section 3 may in Agent's discretion be offset by the amount of Proceeds collected by Merchant for Agent's account (if any) which have not, as of the applicable date, been transferred by Merchant to Agent in accordance with Sections 7.2 and 7.3 hereof.

Time of Payments. The Agent shall pay to Merchant via wire transfer eighty percent (80%a) of the estimated Guaranteed Amount attributable to Merchandise in the Stores as of the Sale Commencement Date within one business day after issuance of the Approval Order, which amount shall be calculated based upon the net book value of such Merchandise as of such date as set forth in Merchant's books and records. Thereafter, on the earlier of (i) No later than one (1) business day after the reconciliation by Merchant and Agent later of (x) entry of the final inventory report by the inventory taking service, Approval Order and (iiy) execution hereof (the "Payment Date"), Agent shall pay eighty-five percent (85%) of the Guaranteed Amount (the "Guaranteed Amount Deposit") (reduced by any amounts paid prior to the payment of the Guaranteed Amount Deposit) in readily available funds, which amount shall be wired to the following account: PNC Bank, National Association, ABA# 000000000, Account # 8026261117, Account Name; Anchor Blue Inc. for the benefit of PNC Bank, National Association, Reference: Anchor Blue (the “PNC Account”), Agent shall calculate the amount of the Guaranteed Amount Deposit based upon the Retail Value of the Merchandise as of the Sale Commencement Date as reflected in Merchant's books and records (the "Estimated Guarantee Amount"). Agent shall pay the unpaid and undisputed balance of the Guaranteed Amount in readily available funds, which amount shall be wired to the PNC Account no later than the earlier of (i) the date that is thirty (30) business days after the Sale Commencement DateDate (in which case payment shall be of the undisputed portion of the balance of the Estimated Guaranteed Amount) and (ii) the second business day following the issuance of the audit report of the aggregate Retail Value of the Merchandise by the Inventory Taking Service, after verification thereof by Agent and Merchant (the "Inventory Report"), and Agent's failure to pay such balance or undisputed portion shall entitle the Lender Agent on behalf of Merchant to draw upon the Agent Letter of Credit (as defined below) in accordance with Section 3.3(b) to the extent of such balance or undisputed portion. In the event that after the issuance of the Inventory Report as verified, the Guaranteed Amount is greater than the sum of the Guaranteed Amount Deposit plus the payment of the undisputed portion of the Estimated Guaranteed Amount, Agent shall pay to Merchant via wire transfer the unpaid balance remainder of the Guaranteed Amount or, to the extent that Agent's payment on account Lender Agent for the benefit of the estimated Guaranteed Amount exceeds the actual Guaranteed Amount, Merchant shall reimburse such excess to Agent; provided, however, that within two (2) business days after the Inventory Taking shall be reconciled within seven (7) days after its completion (and the Agent and Merchant shall use their reasonable best efforts to accomplish such reconciliation); provided further however, that in Report has been issued. In the event of that there is a dispute with respect to the final inventory report, Agent shall pay that portion reconciliation of the unpaid balance aggregate Retail Value of the Guaranteed Amount not in dispute. All payments by Merchant to Agent hereunder Merchandise following the Inventory Taking, then any such dispute shall be made by wire transfer of immediately available funds. Merchant agrees that any amounts due by Agent to Merchant pursuant to this resolved in the manner and at the times set forth in Section 3 may in Agent's discretion be offset by the amount of Proceeds collected by Merchant for Agent's account (if any5.2(c) which have not, as of the applicable date, been transferred by Merchant to Agent in accordance with Sections 7.2 and 7.3 hereof.

Time of Payments. The (a) On the first business day following issuance of the Approval Order (the “Payment Date”), Agent shall pay to Merchant via wire transfer eighty an amount (the “Initial Guaranty Payment”) equal to ninety percent (8090%) of the product of (i) the Guaranty Percentage and the estimated Guaranteed Amount attributable aggregate Cost Value of the Merchandise to Merchandise be included in the Stores Sale as of reflected on Merchant’s books and records on the last business day immediately preceding the Sale Commencement Date within one business day after issuance (the “Estimated Guaranteed Amount”) by wire transfer to the account designated by GECC prior to the Payment Date (the “Lenders’ Designated Account). The balance of the Approval OrderGuaranteed Amount, which amount if any, shall be calculated based upon paid by Agent by wire transfer to the net book value of such Merchandise as of such date as set forth in Merchant's books and records. Thereafter, account designated by GECC on the earlier of (i) one (1) the second business day following the issuance of the final report of the aggregate Cost Value of the Merchandise included in the Sale by the Inventory Taking Service, after review, reconciliation and verification thereof by Agent and Merchant in consultation with Lenders, (the reconciliation by “Final Inventory Report”); provided, however, that Merchant and Agent of shall exercise reasonable best efforts to reconcile the final inventory report by the inventory taking service, Inventory Taking within ten (10) days after its completion and (ii) the date that is thirty (30) days after the Sale Commencement Date, in which case the payment shall be of the undisputed balance of the Guaranteed Amount. In the event that the Final Inventory Report is issued after payment of the undisputed portion of the Guaranteed Amount, or in the event that the Initial Guaranty Payment exceeds the Guaranteed Amount, the Agent or Merchant, as the case may be, shall pay to the Merchant via wire transfer or Agent, as the unpaid case may be, the amount (the “Adjustment Amount”) by which the actual Guaranteed Amount exceeds or is less than the sum of the Initial Guaranty Payment and the undisputed balance of the Guaranteed Amount oractually paid as set forth above, to within three (3) business days after the Final Inventory Report has been issued. To the extent that Agent's payment on account of the estimated Guaranteed Merchant is entitled to receive a Recovery Amount exceeds the actual Guaranteed Amount, Merchant shall reimburse such excess to Agent; provided, however, that the Inventory Taking shall be reconciled within seven (7) days after its completion (and the Agent and Merchant shall use their reasonable best efforts to accomplish such reconciliation); provided further however, that in the event of a dispute with respect to the final inventory reportfrom Proceeds, Agent shall pay that portion such Recovery Amount as part of the unpaid balance of the Guaranteed Amount not in dispute. All payments by Merchant to Agent hereunder shall be made by wire transfer of immediately available funds. Merchant agrees that any amounts due by Agent to Merchant pursuant to this Final Reconciliation under Section 3 may in Agent's discretion be offset by the amount of Proceeds collected by Merchant for Agent's account (if any) which have not8.7, as soon as commercially reasonable after the Sale Termination Date. To the extent that the Agent is owed the Adjustment Amount, and the Lenders received the Adjustment Amount, then the Lenders shall promptly, upon the written request of Agent, disgorge and remit the applicable date, been transferred by Merchant Adjustment Amount to Agent in accordance with Sections 7.2 and 7.3 hereofAgent.

Time of Payments. The (a) On the first business day following issuance of the Approval Order (the “Payment Date”), Agent shall pay to Merchant via wire transfer eighty an amount (the “Initial Guaranty Payment”) equal to ninety percent (8090%) of the product of (i) the Guaranty Percentage and the estimated Guaranteed Amount attributable aggregate Cost Value of the Merchandise to Merchandise be included in the Stores Sale as of reflected on Merchant’s books and records on the last business day immediately preceding the Sale Commencement Date, without taking into account the Global Inventory Adjustment (the “Estimated Guaranteed Amount”) by wire transfer to the account designated by GECC prior to the Payment Date within one business day after issuance (the “Lenders’ Designated Account). The balance of the Approval OrderGuaranteed Amount, which amount if any, shall be calculated based upon paid by Agent by wire transfer to the net book value of such Merchandise as of such date as set forth in Merchant's books and records. Thereafter, account designated by GECC on the earlier of (i) one (1) the second business day following the issuance of the final report of the aggregate Cost Value of the Merchandise included in the Sale by the Inventory Taking Service, after review, reconciliation and verification thereof by Agent and Merchant in consultation with Lenders, (the reconciliation by “Final Inventory Report”); provided, however, that Merchant and Agent of shall exercise reasonable best efforts to reconcile the final inventory report by the inventory taking service, Inventory Taking within ten (10) days after its completion and (ii) the date that is thirty (30) days after the Sale Commencement Date, in which case the payment shall be of the undisputed balance of the Guaranteed Amount. In the event that the Final Inventory Report is issued after payment of the undisputed portion of the Guaranteed Amount, or in the event that the Initial Guaranty Payment exceeds the Guaranteed Amount, the Agent or Merchant, as the case may be, shall pay to the Merchant via wire transfer or Agent, as the unpaid case may be, the amount (the “Adjustment Amount”) by which the actual Guaranteed Amount exceeds or is less than the sum of the Initial Guaranty Payment and the undisputed balance of the Guaranteed Amount oractually paid as set forth above, to within three (3) business days after the Final Inventory Report has been issued. To the extent that Agent's payment on account of the estimated Guaranteed Merchant is entitled to receive a Recovery Amount exceeds the actual Guaranteed Amount, Merchant shall reimburse such excess to Agent; provided, however, that the Inventory Taking shall be reconciled within seven (7) days after its completion (and the Agent and Merchant shall use their reasonable best efforts to accomplish such reconciliation); provided further however, that in the event of a dispute with respect to the final inventory reportfrom Proceeds, Agent shall pay that portion such Recovery Amount as part of the unpaid balance of the Guaranteed Amount not in dispute. All payments by Merchant to Agent hereunder shall be made by wire transfer of immediately available funds. Merchant agrees that any amounts due by Agent to Merchant pursuant to this Final Reconciliation under Section 3 may in Agent's discretion be offset by the amount of Proceeds collected by Merchant for Agent's account (if any) which have not8.7, as soon as commercially reasonable after the Sale Termination Date. To the extent that the Agent is owed the Adjustment Amount, and the Lenders received the Adjustment Amount, then the Lenders shall promptly, upon the written request of Agent, disgorge and remit the applicable date, been transferred by Merchant Adjustment Amount to Agent in accordance with Sections 7.2 and 7.3 hereofAgent.

Time of Payments. The (a) No later than two (2) business days after the later of (x) entry of the Approval Order and (y) execution hereof (the "Payment Date"), Agent shall pay to Merchant via wire transfer eighty seventy-five percent (8075%) of the estimated Guaranteed Amount attributable (the "Guaranteed Amount Deposit") in cash, which amount shall be wired to the account to be designated by the Merchant. Agent shall calculate the amount of the Guaranteed Amount Deposit based upon the Cost Value of the Merchandise in the Stores as of the Sale Commencement Date within one business day after issuance of the Approval Order, which amount shall be calculated based upon the net book value of such Merchandise as of such date as set forth reflected in Merchant's books and recordsrecords (the "Estimated Guarantee Amount"). Thereafter, on Agent shall pay the unpaid and undisputed balance of the Guaranteed Amount in cash to Merchant no later than the earlier of (i) one the date ten (110) business day after the reconciliation by Merchant and Agent of the final inventory report by the inventory taking service, and (ii) thirty (30) days after the Sale Commencement DateDate (in which case payment shall be of the undisputed portion of the balance of the Estimated Guaranteed Amount) and (ii) the second business day following the issuance of the audit report of the aggregate Cost Value of the Merchandise by the Inventory Taking Service, after verification thereof by the Agent and the Merchant (the "Inventory Report"), and the Agent's failure to pay such balance or undisputed portion shall pay entitle the Lender Agent on behalf of the Merchant may draw upon the Agent Letter of Credit (as defined below) to the extent of such balance or undisputed portion. To the extent that the Merchant via wire transfer is entitled to receive a Recovery Amount from Proceeds, such Recovery Amount shall be paid to the unpaid balance Merchant as earned weekly. In the event that after the issuance of the Inventory Report, the Guaranteed Amount is greater than the sum of the Guaranteed Amount or, to Deposit plus the extent that Agent's payment on account of the estimated Guaranteed Amount exceeds undisputed portion of the actual Estimated Guaranteed Amount, the Agent shall pay the remainder of the Guaranteed Amount to the Lender Agent for the benefit of the Merchant shall reimburse such excess to Agent; provided, however, that within two (2) business days after the Inventory Taking shall be reconciled within seven (7) days after its completion (and the Agent and Merchant shall use their reasonable best efforts to accomplish such reconciliation); provided further however, that in Report has been issued. In the event of there is a dispute with respect to the final inventory report, Agent shall pay that portion reconciliation of the unpaid balance aggregate Cost Value of the Guaranteed Amount not in dispute. All payments by Merchant to Agent hereunder Merchandise following the Inventory Taking, then any such dispute shall be made by wire transfer of resolved in the manner and at the times set forth in Section 3.6 hereof. To the extent that the Final Reconciliation as provided for below shows that the Agent has overpaid the Guaranteed Amount, then the Merchant, the Lenders and the Lenders Agent, shall cause any overpayment to be immediately available funds. Merchant agrees that any amounts due by Agent refunded to Merchant pursuant to this Section 3 may in Agent's discretion be offset by the amount of Proceeds collected by Merchant for Agent's account (if any) which have not, as of the applicable date, been transferred by Merchant to Agent in accordance with Sections 7.2 and 7.3 hereof.

Time of Payments. The Agent shall pay to Merchant via wire transfer eighty percent (80%a) of On the estimated Guaranteed Amount attributable to Merchandise in the Stores as of the Sale Commencement Date within one first business day after following issuance of the Approval Order, which amount shall be calculated based upon Order (the net book value of such Merchandise as of such date as set forth in Merchant's books and records. Thereafter, on the earlier of (i) one (1) business day after the reconciliation by Merchant and Agent of the final inventory report by the inventory taking service, and (ii) thirty (30) days after the Sale Commencement “Payment Date”), Agent shall pay to Merchant via an amount (the “Initial Guaranty Payment”) equal to seventy-five percent (75%) of the product of (i) the Guaranty Percentage and the estimated aggregate Retail Value of the Merchandise to be included in the Sale as reflected on Merchant’s books and records on the last business day immediately preceding the Sale Commencement Date (the “Estimated Guaranteed Amount”) by wire transfer to the unpaid account designated by Merchant prior to the Payment Date (the “Designated Account”). The balance of the Guaranteed Amount orAmount, if any, shall be paid by Agent by wire transfer to the extent that Agent's payment account designated by Merchant on account the second business day following the issuance of the estimated Guaranteed Amount exceeds final report of the actual Guaranteed Amountaggregate Retail Value of the Merchandise included in the Sale by the Inventory Taking Service, after review, reconciliation and verification thereof by Agent and Merchant shall reimburse such excess to Agent(as reviewed, reconciled, and verified by Agent and Merchant, the “Final Inventory Report”); provided, however, that Merchant and Agent shall exercise reasonable best efforts to reconcile and verify the Inventory Taking shall be reconciled within seven ten calendar (710) days after its completion completion. In the event Merchant and Agent are unable to reconcile and verify the Inventory Taking within such ten (and the 10) day period, both Agent and Merchant shall use their reasonable best efforts agree to accomplish such reconciliation); provided further however, that in submit any disputes for expedited resolution by the Bankruptcy Court. In the event that the Initial Guaranty Payment exceeds the Guaranteed Amount, Merchant shall pay to Agent the amount (the “Adjustment Amount”) by which the Initial Guaranty Payment exceeds the Guaranteed Amount and any other amounts paid by Agent on account of the Guaranteed Amount within one business day after the Final Inventory Report has been issued. To the extent that Merchant is entitled to receive a dispute with respect to the final inventory reportRecovery Amount from Proceeds, Agent shall pay that portion such Recovery Amount as part of the unpaid balance of the Guaranteed Amount not in dispute. All payments by Merchant to Agent hereunder shall be made by wire transfer of immediately available funds. Merchant agrees that any amounts due by Agent to Merchant pursuant to this Final Reconciliation under Section 3 may in Agent's discretion be offset by the amount of Proceeds collected by Merchant for Agent's account (if any) which have not8.6, as of soon as commercially reasonable after the applicable date, been transferred by Merchant to Agent in accordance with Sections 7.2 and 7.3 hereofSale Termination Date.

Time of Payments. The (a) On the first business day following the Sale Commencement Date (the “Payment Date”), Agent shall pay to Merchant via wire transfer an amount (the “Initial Guaranty Payment”) equal to eighty percent (80%) of the product of (i) the Guaranty Percentage and (ii) the estimated Guaranteed Amount attributable aggregate Cost Value of the Merchandise (including DC Merchandise) to Merchandise be included in the Stores Sale as of reflected on Merchant’s books and records on the last business day immediately preceding the Sale Commencement Date within one business day after issuance (the “Estimated Guaranteed Amount”) by wire transfer to the account designated by Merchant. The balance of the Approval OrderGuaranteed Amount, which amount if any, shall be calculated based upon paid by Agent by wire transfer to the net book value of such Merchandise as of such date as set forth in Merchant's books and records. Thereafter, account designated by Merchant on the earlier of (i) one (1) the second business day following the issuance of the final report of the aggregate Cost Value of the Merchandise included in the Sale as reflected in the Inventory Taking report (the “Final Inventory Report”), after review, reconciliation and verification thereof by Agent and Merchant in consultation with HSBC Bank USA (the reconciliation “Trustee”), as trustee for the lien holders under that certain second lien indenture dated as of November 26, 2008 and that certain third lien indenture dated as of November 26, 2008 (collectively the “Indenture Lien Holders”), and General Electric Capital Corporation, in its capacity as Agent for the lenders under that certain Fourth Amended and Restated Credit Agreement dated as of November 9, 2007 by and between, among other parties, the Merchant, Carlyle & Co. Jewelers LLC, L. Congress, Inc, Finlay Enterprises, Inc., certain additional subsidiaries thereof, the lenders party thereto (collectively, the “Secured Lenders”), and General Electric Capital Corporation, as Agent for the Secured Lenders (such agent, the “Lender Agent”), as such Fourth Amended and Restated Credit Agreement has been and may hereafter be amended, supplemented, restated or otherwise modified from time to time (the “Credit Agreement”), to the extent that any amounts under the Credit Agreement remain unpaid; provided, however, that Merchant and Agent of shall exercise reasonable best efforts to reconcile the final inventory report by the inventory taking service, Inventory Taking within ten (10) days after its completion and (ii) the date that is thirty (30) days after the Sale Commencement Date, in which case the immediate payment to be made shall be of the undisputed balance of the Guaranteed Amount. In the event that the Final Inventory Report is issued after payment of the undisputed portion of the Guaranteed Amount, or in the event that the Initial Guaranty Payment and/or all other amounts funded by Agent on account of the Guaranteed Amount exceeds the Guaranteed Amount, the Agent or Merchant, as the case may be, shall pay to the Merchant via wire transfer or Agent, as the unpaid case may be, the amount (the “Adjustment Amount”) by which the actual Guaranteed Amount exceeds or is less than the sum of the Initial Guaranty Payment and the undisputed balance of the Guaranteed Amount oractually paid as set forth above, to within three (3) business days after the Final Inventory Report has been issued. To the extent that Agent's payment on account of the estimated Guaranteed Merchant is entitled to receive a Recovery Amount exceeds the actual Guaranteed Amount, Merchant shall reimburse such excess to Agent; provided, however, that the Inventory Taking shall be reconciled within seven (7) days after its completion (and the Agent and Merchant shall use their reasonable best efforts to accomplish such reconciliation); provided further however, that in the event of a dispute with respect to the final inventory reportfrom Proceeds, Agent shall pay that portion such Recovery Amount as part of the unpaid balance Final Reconciliation under Section 3.7, as soon as commercially reasonable after the Sale Termination Date. To the extent that the Agent is owed the Adjustment Amount, Agent shall make demand for payment of Merchant and Merchant shall promptly tender payment of the Guaranteed Adjustment Amount not in disputeto Agent. All payments by In the event that Merchant fails to Agent hereunder shall be made by wire transfer of immediately available funds. Merchant agrees that any amounts due by Agent to Merchant pursuant to this Section 3 may in Agent's discretion be offset by the amount of Proceeds collected by Merchant for Agent's account (if any) which have not, as tender payment of the applicable dateAdjustment Amount, been transferred by Merchant to Agent in accordance with Sections 7.2 shall make demand for payment thereof upon the Trustee and 7.3 hereofthe Trustee shall make payment of the Adjustment Amount, within five (5) business days after receipt of such notice.

Time of Payments. The (a) On the first business day following issuance of the Approval Order (the “Payment Date”), Agent shall pay to Merchant via wire transfer eighty an amount (the “Initial Guaranty Payment”) equal to ninety percent (8090%) of the product of (i) the Guaranty Percentage and the estimated Guaranteed Amount attributable aggregate Cost Value of the Merchandise to Merchandise be included in the Stores Sale as of reflected on Merchant’s books and records on the last business day immediately preceding the Sale Commencement Date, without taking into account the Global Inventory Adjustment (the “Estimated Guaranteed Amount”) by wire transfer to the account designated by GECC prior to the Payment Date within one business day after issuance (the “Lenders’ Designated Account). The balance of the Approval OrderGuaranteed Amount, which amount if any, shall be calculated based upon paid by Agent by wire transfer to the net book value of such Merchandise as of such date as set forth in Merchant's books and records. Thereafter, account designated by GECC on the earlier of (i) one (1) the second business day following the issuance of the final report of the aggregate Cost Value of the Merchandise included in the Sale by the Inventory Taking Service, after review, reconciliation and verification thereof by Agent and Merchant in consultation with Xxxxxxx, (the reconciliation by “Final Inventory Report”); provided, however, that Merchant and Agent of shall exercise reasonable best efforts to reconcile the final inventory report by the inventory taking service, Inventory Taking within ten (10) days after its completion and (ii) the date that is thirty (30) days after the Sale Commencement Date, in which case the payment shall be of the undisputed balance of the Guaranteed Amount. In the event that the Final Inventory Report is issued after payment of the undisputed portion of the Guaranteed Amount, or in the event that the Initial Guaranty Payment exceeds the Guaranteed Amount, the Agent or Merchant, as the case may be, shall pay to the Merchant via wire transfer or Agent, as the unpaid case may be, the amount (the “Adjustment Amount”) by which the actual Guaranteed Amount exceeds or is less than the sum of the Initial Guaranty Payment and the undisputed balance of the Guaranteed Amount oractually paid as set forth above, to within three (3) business days after the Final Inventory Report has been issued. To the extent that Agent's payment on account of the estimated Guaranteed Merchant is entitled to receive a Recovery Amount exceeds the actual Guaranteed Amount, Merchant shall reimburse such excess to Agent; provided, however, that the Inventory Taking shall be reconciled within seven (7) days after its completion (and the Agent and Merchant shall use their reasonable best efforts to accomplish such reconciliation); provided further however, that in the event of a dispute with respect to the final inventory reportfrom Proceeds, Agent shall pay that portion such Recovery Amount as part of the unpaid balance of the Guaranteed Amount not in dispute. All payments by Merchant to Agent hereunder shall be made by wire transfer of immediately available funds. Merchant agrees that any amounts due by Agent to Merchant pursuant to this Final Reconciliation under Section 3 may in Agent's discretion be offset by the amount of Proceeds collected by Merchant for Agent's account (if any) which have not8.7, as soon as commercially reasonable after the Sale Termination Date. To the extent that the Agent is owed the Adjustment Amount, and the Lenders received the Adjustment Amount, then the Lenders shall promptly, upon the written request of Agent, disgorge and remit the applicable date, been transferred by Merchant Adjustment Amount to Agent in accordance with Sections 7.2 and 7.3 hereofAgent.