Common use of Sale Reconciliation Clause in Contracts

Sale Reconciliation. On each Wednesday during the Sale Term, Agent, Buyer, and Merchant shall cooperate (in reasonable consultation with the DIP Agent and the Pre-Petition Term Agent) to reconcile Expenses of the Sale, Proceeds and Other Proceeds of the Sale, and reconcile such other Sale-related items as any party shall reasonably request, in each case for the prior week or partial week (i.e. Sunday through Saturday), all pursuant to procedures reasonably agreed upon by Buyer, Merchant and Agent (the “Weekly Sale Reconciliation”). Within thirty (30) days after the end of the Sale Term, or as soon as practicable thereafter, Agent, Buyer, and Merchant shall (in reasonable consultation with the DIP Agent and the Pre-Petition Term Agent) complete a final reconciliation of the Sale (the “Final Reconciliation”), the written results of which shall be certified by representatives of each of the Merchant, Buyer, and Agent as a final settlement of accounts between the Merchant, Buyer and Agent. Within five (5) days after the completion of the Final Reconciliation and execution of a settlement letter including an appropriate mutual release, all unpaid amounts pursuant to the Final Reconciliation shall be paid to and by the appropriate parties. Once executed by Merchant, Buyer, and 3 NTD: Agent position. Remains under negotiation. Agent, such settlement and Final Reconciliation shall be deemed approved without further order of the Bankruptcy Court (other than the Approval Order). During the Sale Term, and thereafter until all of Merchant’s, Buyer’s and Agent’s obligations under this Agreement have been satisfied, Merchant, Buyer, and Agent shall have reasonable access to Merchant’s, Buyer’s and Agent’s records with respect to the Sale (including, but not limited to, Merchandise, Inventory under Open Purchase Orders, Expenses, and Proceeds and Other Proceeds) to review and audit such records. During the Pre-Closing Period, the Agent and Merchant shall conduct the applicable Weekly Sale Reconciliations in accordance with this sSection 8.7; provided, however, that no amounts shall be payable by or to Merchant or Agent on account of such Weekly Sale Reconciliations pending the Closing. At Closing, (i) the Pre-Closing Proceeds Credit shall be applied against the Purchase Price as and to the extent provided for in the APA, and (ii) the Agent shall reimburse Merchant under this Agreement for the amountsExpenses due to Merchant on account of the Weekly Sale Reconciliations completed prior to the Closing (for the avoidance of doubt, without reducing such amountsExpenses by the Pre-Closing Proceeds Credit).

Sale Reconciliation. On each Wednesday during the Sale Term, Agent, Buyer, and Merchant shall cooperate (in reasonable consultation with the DIP Agent and the Pre-Petition Term Agent) to reconcile Expenses of the Sale, Proceeds and Other Proceeds of the Sale, and reconcile such other Sale-related items as any party shall reasonably request, in each case for the prior week or partial week (i.e. Sunday through Saturday), all pursuant to procedures reasonably agreed upon by Buyer, Merchant and Agent (the “Weekly Sale Reconciliation”). Within thirty (30) days after the end of the Sale Term, or as soon as practicable thereafter, Agent, Buyer, and Merchant shall (in reasonable consultation with the DIP Agent and the Pre-Petition Term Agent) complete a final reconciliation of the Sale (the “Final Reconciliation”), the written results of which shall be certified by representatives of each of the Merchant, Buyer, and Agent as a final settlement of accounts between the Merchant, Buyer and Agent. Within five (5) days after the completion of the Final Reconciliation and execution of a settlement letter including an appropriate mutual release, all unpaid amounts pursuant to the Final Reconciliation shall be paid to and by the appropriate parties. Once executed by Merchant, Buyer, and 3 NTD: Agent position. Remains under negotiation. Agent, such settlement and Final Reconciliation shall be deemed approved without further order of the Bankruptcy Court (other than the Approval Order). During the Sale Term, and thereafter until all of Merchant’s, Buyer’s and Agent’s obligations under this Agreement have been satisfied, Merchant, Buyer, and Agent shall have reasonable access to Merchant’s, Buyer’s and Agent’s records with respect to the Sale (including, but not limited to, Merchandise, Inventory under Open Purchase Orders, Expenses, and Proceeds and Other Proceeds) to review and audit such records. During the Pre-Closing Period, the Agent and Merchant shall conduct the applicable Weekly Sale Reconciliations in accordance with this sSection Section 8.7; provided, however, that no amounts shall be payable by or to Merchant or Agent on account of such Weekly Sale Reconciliations pending the Closing. At Closing, (i) the Pre-Closing Proceeds Credit shall be applied against the Purchase Price as and to the extent provided for in the APA, and (ii) the Agent shall reimburse Merchant under this Agreement for the amountsExpenses Expenses due to Merchant on account of the Weekly Sale Reconciliations completed prior to the Closing (for the avoidance of doubt, without reducing such amountsExpenses Expenses by the Pre-Closing Proceeds Credit).

Sale Reconciliation. On each Wednesday during the Sale TermTerm (or, Agentsolely with respect to the Designation Rights Stores, Buyerthe Designation Rights Period), Purchaser, JV Agent and Merchant shall cooperate (in reasonable consultation with the DIP Agent and the Pre-Petition Term Agent) to reconcile Expenses of the Sale, Proceeds and Other Proceeds make payments/setoffs on account of the SaleGuaranteed Amount, Agent’s Fee, E-Commerce Inventory Fee, sales of Owned FF&E, and reconcile such other Sale-related items as any such party shall reasonably request, in each case for the prior week or partial week (i.e. Sunday through Saturday), all pursuant to procedures reasonably agreed upon by BuyerMerchant, Merchant Purchaser and JV Agent (the “Weekly Sale Reconciliation”). Within thirty (30) days after the end of the Sale TermTerm (or, if later, the Designation Rights Period), or as soon as practicable thereafter, AgentPurchaser, Buyer, JV Agent and Merchant shall (in reasonable consultation with the DIP Agent and the Pre-Petition Term Agent) complete a final reconciliation of the Sale (the “Final Reconciliation”), the written results of which shall be certified by representatives of each of the Merchant, Buyer, Purchaser and JV Agent as a final settlement of accounts between the Merchant, Buyer on the one hand, and Purchaser and JV Agent, on the other hand, and a copy of which shall be promptly delivered to Purchaser and shall include the net sale proceeds paid by JV Agent to Sellers from all sales of Owned FF&E located at the Closing Stores. Within five (5) days after the completion of the Final Reconciliation and execution of a settlement letter including an appropriate mutual release, Purchaser and JV Agent (as applicable) shall pay to Merchant, or Merchant shall pay to Purchaser and JV Agent (as applicable), as the case may be, any and all unpaid amounts due the other pursuant to the Final Reconciliation shall be paid to and by the appropriate partiesReconciliation. Once executed by Merchant, Buyer, and 3 NTD: Agent position. Remains under negotiation. Agent, such Such settlement and Final Reconciliation shall be deemed approved pursuant to section 105(a) of the Bankruptcy Code and rule 9019 of the Federal Rules of Bankruptcy Procedure without further order of the Bankruptcy Court (other than the Approval Order). In the absence of an order of the Bankruptcy Court to the contrary, no disputed amounts owing hereunder shall be paid until the dispute has been resolved by agreement of Merchant, on the one hand, and Purchaser and JV Agent (as applicable), on the other hand, or as determined by the Bankruptcy Court. During the Sale TermTerm (or, solely with respect to the Designation Rights Stores, the Designation Rights Period), and thereafter until all of Merchant’s, Buyer’s and Agent’s obligations under this Agreement have been satisfied, Merchant, Buyer, Purchaser and JV Agent shall have reasonable access to Merchant’s, Buyer’s and Agenteach other’s records with respect to the Sale (including, but not limited to, Retail Price, Merchandise, Inventory under Open Purchase Orders, Expenses, and Proceeds and Other Proceeds) to review and audit such records. During the Pre-Closing Period, the Agent and Merchant shall conduct the applicable Weekly Sale Reconciliations in accordance with this sSection 8.7; provided, however, that no amounts shall be payable by or to Merchant or Agent on account of such Weekly Sale Reconciliations pending the Closing. At Closing, (i) the Pre-Closing Proceeds Credit shall be applied against the Purchase Price as and to the extent provided for in the APA, and (ii) the Agent shall reimburse Merchant under this Agreement for the amountsExpenses due to Merchant on account of the Weekly Sale Reconciliations completed prior to the Closing (for the avoidance of doubt, without reducing such amountsExpenses by the Pre-Closing Proceeds Credit).

Sale Reconciliation. On each Wednesday during the Sale Term, Agent, Buyer, Agent and Merchant shall cooperate (in reasonable consultation with the DIP Agent and the Pre-Petition Term Agent) to reconcile Expenses Expenses, make payments/setoffs on account of the Sale, GOB Sale Proceeds and Other Proceeds of the Sale, and reconcile such other GOB Sale-related items as any either party shall reasonably request, in each case for the prior week or partial week (i.e. Sunday through Saturday), all pursuant to procedures reasonably agreed upon by Buyer, Merchant and Agent (the “Weekly Sale Reconciliation”). Within thirty (30) days after the end of the Sale Term, or as soon as practicable thereafter, Agent, Buyer, Agent and Merchant shall (in reasonable consultation with the DIP Agent and the Pre-Petition Term Agent) complete a final reconciliation of the Sale (the “Final Reconciliation”), the written results of which shall be certified by representatives of each of the Merchant, Buyer, Merchant and Agent Purchaser as a final settlement of accounts between the Merchant, Buyer Merchant and AgentPurchaser with respect to the GOB Sale. Within five (5) days after the completion of the Final Reconciliation and execution of a settlement letter including an appropriate mutual releaserelease for the benefit of Merchant and Purchaser, Agent shall pay to Merchant, or Merchant shall pay to Agent, as the case may be, any and all unpaid amounts due the other pursuant to the Final Reconciliation Reconciliation. The Approval Order shall provide that the Final Reconciliation, once agreed to by Merchant and Purchaser, shall be paid to and by the appropriate parties. Once executed by Merchant, Buyer, and 3 NTD: Agent position. Remains under negotiation. Agent, such settlement and Final Reconciliation shall be automatically deemed approved pursuant to Bankruptcy Code section 105(a) and Rule 9019 of the Federal Rules of Bankruptcy Procedure without further order of the Bankruptcy Court (other than the Approval Order)or action by any party. During the Sale Term, and thereafter until all of Merchant’s, Buyer’s and Purchaser’s and Agent’s obligations under this Agreement have been satisfied, Merchant, Buyer, Merchant and Agent Purchaser shall have reasonable access to Merchant’s, Buyer’s and AgentPurchaser’s records with respect to the GOB Sale (including, but not limited to, to Merchandise, Inventory under Open Purchase Orders, ExpensesGOB Sale Proceeds, and Proceeds and Other ProceedsExpenses) to review and audit such records. During the Pre-Closing Period, the Agent and Merchant shall conduct the applicable Weekly Sale Reconciliations in accordance with this sSection 8.7; provided, however, that no amounts shall be payable by or to Merchant or Agent on account of such Weekly Sale Reconciliations pending the Closing. At Closing, (i) the Pre-Closing Proceeds Credit shall be applied against the Purchase Price as and to the extent provided for in the APA, and (ii) the Agent shall reimburse Merchant under this Agreement for the amountsExpenses due to Merchant on account of the Weekly Sale Reconciliations completed prior to the Closing (for the avoidance of doubt, without reducing such amountsExpenses by the Pre-Closing Proceeds Credit).