Retailer s Warehouse" shall mean the place at which Retailer receives delivery of merchandise from its vendors.
Retailer s Net Cost" shall mean the amount paid by the Retailer for merchandise from its vendors after deduction of cash or anticipation discounts, marketing allowance, Defective Allowance, volume allowance and any other discount offered by vendors, but excluding any marketing funds granted to Retailer by a manufacturer as an overall marketing allowance and not based upon the number of units or dollars purchased.
Retailer. During the term of this Agreement, except as otherwise permitted -------- under Article 2.6(a) of the License Agreement, Retailer agrees to not engage in the business of creating, developing, operating, advertising and promoting a business-to-consumer e-commerce business on the Internet which directly or indirectly generates in excess of 20% of its revenues from the sale of sporting goods, athletic footwear, athletic apparel and related goods and services ("Restricted Business"), except that if Retailer acquires another business selling sporting goods, athletic footwear and/or athletic apparel and related goods and services either through land based stores or through catalog sales which is engaged in e-commerce business, Retailer can continue to operate the e- commerce business of the acquired business until such time, if ever, that Retailer changes 50% or more of the acquired business's land based stores to stores operating under the name "The Sports Authority" or any variation thereof or changes the catalog name to "the Sports Authority" or any variation thereof. If Retailer desires to engage in any Restricted Business during the term of this Agreement, it shall only do so through TSA.com and such business shall be conducted on the terms and conditions set forth in this Agreement.
Retailer. Retailer, at its own cost and expense, shall defend, indemnify -------- and hold harmless TSA.com and any of its officers, directors, employees or agents from and against any and all actions, claims, proceedings or lawsuits arising from or related in any way to: (a) any claim that TSA.com's use of the Marks as permitted hereunder and under the License Agreement, including use of Retailer's URL and of the name and Mark "TheSportsAuthority.com" infringes the trademark, service mark, trade dress or trade name rights of any third party in the U.S., its territories and possessions, Puerto Rico, or Canada, provided, however, that Retailer shall not bear any duty, obligation or liability pursuant to this Article 15.1 to the extent that, and with respect to which, any use by TSA.com of any of the Marks is in a manner not authorized by this Agreement or the License Agreement; or (b) from Retailer's gross negligence or willful or intentional misconduct.
Retailer s Net Cost" means, with respect to Special Make-Ups, the ------------------- aggregate of (i) amount paid by Retailer to manufacturer for such merchandise, plus (ii) Retailer's actual costs incurred in connection with such goods (including without limitation transportation, customs duties, finance and insurance, agent commissions, and freight forwarding costs), plus (iii) an amount for overhead and handling equal to [*] of the sum of the amounts in clauses (i) and (ii), plus (iv) an amount for advertising co-op equal to [*] of the sum of the amounts in clauses (i) and (ii).
Retailer. Internet Retailer is in the business of retail sales of various products to the general public via the internet within the territory of the United States, including those of similar class and description to Product.