Common use of Intermediary Services Clause in Contracts

Intermediary Services. Purchaser shall use commercially reasonable efforts to establish a direct connection with Retailer before the Target Date, so that Seller does not need to provide Intermediary Services (as defined in the Program Agreement). If a direct connection between Purchaser and Retailer has not been established on or before the Closing Date, Seller will provide Intermediary Services to Purchaser for a period of not more than ninety (90) days on the same terms and conditions that Seller provided Intermediary Services before the assignment of the Program Agreement to Purchaser, which terms and conditions are hereby incorporated by reference; provided, however, that (i) Purchaser shall indemnify Seller for any claims or losses in connection with Seller's provision of the Intermediary Services, except to the extent caused by Seller's or its Representatives' gross negligence, intentional misconduct, or violation of Law, (ii) Seller agrees to extend such ninety (90) day period for a reasonable period to accommodate a delay in establishing such direct connection that Purchaser demonstrates is attributable to Retailer; and (iii) for Intermediary Services provided by Seller after assignment of the Program Agreement to Purchaser, each month Purchaser shall pay to Seller two percent (2%) of the fees charged for the initial sale or load for which such Intermediary Services were provided in the previous month (for the avoidance of doubt, this shall serve as the only compensation to Seller with respect to the provision of Intermediary Services).