True-ups for Gift Cards and Deposits for Special Orders Sample Clauses

True-ups for Gift Cards and Deposits for Special Orders. (a) Gift Cards and Layaways. (i) In order to facilitate the agreement between the parties with respect to Previously Issued Gift Cards and Previously Issued Layaways in Section 1.3(d), as soon as practicable following the Closing, Sellers shall determine the aggregate amount of cash received by the Business (“Cash Received”) for the Previously Issued Gift Cards and Previously Issued Layaways as then reflected in Sellers’ records. Sellers shall notify Purchaser of the Cash Received and shall provide Purchaser with an accurate list of each Previously Issued Gift Card (including date of issuance and cash amount, except with respect to gift cards issued prior to 2003, Sellers need only provide an aggregate cash amount, not to exceed $20,000) and each Previously Issued Layaway (including amount of cash collected and the merchandise subject to such layaway) (such information required to be provided in this sentence, the “Cash Received Statement”). If Cash Received exceeds $1,270,000, Sellers shall pay to Purchaser, by wire transfer of immediately available funds, the amount of such excess (the “Excess Amount”) on the date of delivery of the Cash Received Statement. Purchaser shall have 30 days following the receipt of the Cash Received Statement to notify Sellers of any disagreements with such Cash Received Statement, which notice shall contain reasonable detail. During such 30-day period, Sellers shall provide Purchaser and its Representatives access to such financial and other information as required pursuant to Section 5.7 to aid Purchaser in its verification of the Cash Received Statement. Failure to notify Sellers of its disagreement with the calculation within such 30-day period shall be deemed acceptance of the Cash Received Statement by Purchaser. (ii) In the event that Purchaser timely notifies Sellers of any disagreement, the parties agree that each of them will negotiate in good faith to resolve such disagreement. If within thirty (30) days after delivery to Sellers of the notification by Purchaser of a disagreement, the parties are unable to resolve such disagreement, either the Purchaser, on the one hand, or Sellers, on the other hand, shall have the right to submit the determination of such matters to an independent accountant of national or regional standing reasonably acceptable to Purchaser and Sellers (the “Independent Accountant”), whose decisions shall be binding on the parties. The cost of the Independent Accountant shall be paid by the part...
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Related to True-ups for Gift Cards and Deposits for Special Orders

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