Execution Copy. (b) Each Lender shall make available all amounts it is to fund to the Borrower under any Borrowing in immediately available funds to the Administrative Agent at the Administrative Agent’s Office and the Administrative Agent will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings under Letters of Credit) make available to the Borrower, by depositing to an account designated by the Borrower to the Administrative Agent in writing, the aggregate of the amounts so made available in Dollars. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender and the Administrative Agent has made available same to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower, to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if paid by such Lender, the Federal Funds Effective Rate or (ii) if paid by the Borrower, the then-applicable rate of interest, calculated in accordance with Section 2.8, for the respective Loans.
Execution Copy information and data (taken as a whole) not materially misleading at such time (after giving effect to all supplements so furnished prior to such time) in light of the circumstances under which such information or data was furnished; it being understood and agreed that for purposes of this Section 8.8(a), such factual information and data shall not include projections (including financial estimates, forecasts and other forward-looking information), pro forma financial information or information of a general economic or general industry nature.
Execution Copy. (or to allow any of the Borrower’s direct or indirect parent companies to so redeem, retire, acquire or repurchase their Capital Stock) held by current or former officers, managers, consultants, directors and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) of Holdings (or any direct or indirect parent thereof) and its Subsidiaries, with the proceeds of Dividends from, seriatim, Holdings or the Borrower, upon the death, disability, retirement or termination of employment of any such Person or otherwise in accordance with any stock option or stock appreciation rights plan, any management, director and/or employee stock ownership or incentive plan, stock subscription plan, employment termination agreement or any other employment agreements or equity holders’ agreement; provided that, except with respect to non-discretionary repurchases, acquisitions, retirements or redemptions pursuant to the terms of any stock option or stock appreciation rights plan, any management, director and/or employee stock ownership or incentive plan, stock subscription plan, employment termination agreement or any other employment agreement or equity holders’ agreement, the aggregate amount of all cash paid in respect of all such shares of Capital Stock (or any options or warrants or stock appreciation rights issued with respect to any of such Capital Stock) so redeemed, acquired, retired or repurchased in any calendar year does not exceed the sum of (i) $7,500,000 (which shall increase to $15,000,000 subsequent to the consummation of a Qualifying IPO) plus (ii) all net cash proceeds obtained by Holdings or the Borrower during such calendar year from the sale of such Capital Stock to other present or former officers, consultants, employees and directors in connection with any permitted compensation and incentive arrangements plus (iii) all net cash proceeds obtained from any key-man life insurance policies received during such calendar year; notwithstanding the foregoing, 100% of the unused amount of payments in respect of this Section 10.6(b)(i) (before giving effect to any carry forward) may be carried forward to the immediately succeeding fiscal year (but not any other) and utilized to make payments pursuant to this Section 10.6(b) (any amount so carried forward shall be deemed to be used last in the subsequent fiscal year);
Execution Copy. SEARS, XXXXXXX AND CO. By Sears Holdings Management Corporation, its Agent SEARS AUTHORIZED HOMETOWN STORES, LLC By: By: Xxxxxxx Xxxxxx W. Xxxxx Xxxxxxx Senior Vice President-Finance President Execution Copy EXHIBIT A TO LICENSE AGREEMENT STORE NAMES Country Xxxx Status Reg./App. No. Reg./App. Date Goods / Services United States SEARS APPLIANCE & HARDWARE Registered 4,008,504 8/9/2011 Retail store services and dealerships featuring appliances, electronics, hardware/tools, and lawn and garden equipment United States SEARS AUTHORIZED HOMETOWN STORES Registered 4,056,660 11/15/2011 Retail store services and dealerships featuring appliances, electronics, hardware, tools, and lawn and garden equipment United States SEARS HARDWARE STORE Pending 85/576,053 03/21/12 Retail store services and dealerships featuring appliances, electronics, hardware/tools, and lawn and garden equipment United States SEARS HOMETOWN STORE Registered 3,850,796 9/21/2010 Retail store services and dealerships featuring appliances, electronics, hardware/tools, and lawn and garden equipment United States SEARS MATTRESS N/A N/A N/A Retail store services Execution Copy Country Xxxx Status Reg./App. No. Reg./App. Date Goods / Services Bermuda SEARS HOMETOWN STORE Pending Retail store services and dealerships featuring appliances, electronics, hardware/tools, and lawn and garden equipment Execution Copy EXHIBIT B TO LICENSE AGREEMENT ADDITIONAL SEARS MARKS Country Xxxx Status Reg./App. No. Reg./App. Date Goods / Services United States PRICE MATCH PLUS N/A N/A N/A Price match policy Execution Copy EXHIBIT C TO LICENSE AGREEMENT DOMAIN NAMES xxx.xxxxxxxxxxxxxxxxxxx.xxx xxx.xxxxxxxxxxxxxxxxxxx.xxx Execution Copy EXHIBIT D TO LICENSE AGREEMENT XXXXXXXXX 00 Xxxxxx Xxxxxx, its territories and possessions, including Puerto Rico Bermuda Execution Copy
Execution Copy. Information for purposes of performing the Receiving Party’s responsibilities or exercising the Receiving Party’s rights under this Agreement, (B) advise those Representatives of the obligation not to disclose the Confidential Information, (C) copy the Confidential Information only as necessary for those Representatives who need it for performing the Receiving Party’s responsibilities under this Agreement, and ensure that confidentiality is maintained in the copying process; and (D) protect the Confidential Information, and require those Representatives to protect it, using the same degree of care as the Receiving Party uses with its own Confidential Information, but no less than reasonable care.