Excluded Defective Merchandise definition

Excluded Defective Merchandise means (a) any item of Defective Merchandise that is (1) not saleable in the ordinary course because it is so damaged or defective that it cannot reasonably be used for its intended purpose or (2) mismatched, mismated or near-sized, (b) any item of Defective Merchandise for which the parties cannot mutually agree upon a Cost Value, and (c) inventory of any kind or nature, wherever located, that was, is or becomes during the Sale Term subject to a bona fide, credible, written claim of trademark (or other intellectual property) infringement by any third party. Excluded Defective Merchandise located in the Stores shall be identified and counted and thereafter removed from the sales floor and segregated. To the extent that goods in the Distribution Center constitute Excluded Defective Merchandise and such goods arrive at the Stores despite the Purchaser’s covenant not to ship such goods to the Stores, such goods shall, to the extent such goods arrive in a Store, such goods shall be reasonably identified by Agent within five (5) business days of receipt at such Store and thereafter removed from the sales floor and/or segregated.

Excluded Defective Merchandise means any item of (i) Defective Merchandise that is not saleable in the ordinary course because it is so damaged or defective that it cannot reasonably be used for its intended purpose, (ii) obsolete or discontinued goods or goods that have been marked out of stock or have received a similar designation, or (iii) Merchandise for which Sellers and Buyer cannot mutually agree upon the Cost Value. Excluded Defective Merchandise shall be identified as such during the Inventory Taking.

Excluded Defective Merchandise means those items of Defective Merchandise that are not saleable in the ordinary course because they are so damaged or defective that such inventory cannot reasonably be used for their intended purpose. For the avoidance of doubt, electronic Display Merchandise without power cords shall constitute Excluded Defective Merchandise.

Examples of Excluded Defective Merchandise in a sentence

• For purposes of this Agreement, “Merchandise” shall mean all (i) new, finished, first quality goods owned by Merchant saleable in the ordinary course of business located at the Stores as of the Sale Commencement Date (including Merchandise subject to Gross Rings); (ii) Defective Merchandise (to the extent Purchaser and Agent can mutually agree on the Cost Value applicable thereto and excluding Excluded Defective Merchandise); and (iii) goods marked as “demo” in the Merchant’s books and records.

• Other than Excluded Defective Merchandise, in lieu of any other adjustments to the Cost Value of Merchandise under this Agreement ( e.g., adjustments for Defective Merchandise, clearance merchandise, and/or sample merchandise), the aggregate Cost Value of the Merchandise shall be adjusted (i.e., reduced) by means of a single global downward adjustment equal to one percent (1%) of the sum of the aggregate Cost Value of the Merchandise.

• In the event that Returned Merchandise constitutes Defective Merchandise (collectively, the “Returned Defective Merchandise”), Merchant and Agent shall mutually agree upon the Retail Value for such item of Returned Defective Merchandise; provided, however, in the event that Merchant and Agent cannot mutually agree upon the Retail Value for such Returned Defective Merchandise, then such Returned Defective Merchandise shall constitute Excluded Defective Merchandise and be excluded from the Sale.

• If Merchant does not elect to have Agent sell Excluded Defective Merchandise, then all such items will be removed by Merchant from the Stores at its expense as soon as practicable after the Sale Commencement Date.

• Merchant will not knowingly ship any Excluded Defective Merchandise from the date of this Agreement from the Distribution Centers to the Stores.

More Definitions of Excluded Defective Merchandise

Excluded Defective Merchandise means (a) any item of Defective Merchandise that is not saleable in the ordinary course because it is so damaged or defective that it cannot reasonably be used or sold for its intended purpose, (b) any item of Defective Merchandise for which the parties cannot mutually agree upon a Cost Value, and/or (c) packaway merchandise.

Excluded Defective Merchandise means any non-saleable item of merchandise that is dented, worn, shopworn, scratched, broken, faded mismatched, damaged, defective, refurbished, incomplete, out of box, mismatched, scratched, discolored, returned, missing power cords or other included components, repaired or suffering from other damages or merchandise affected by other similar defects rendering it otherwise not suitable or salable for its intended purpose.

Excluded Defective Merchandise means any item of (i) Defective Merchandise that is not saleable in the ordinary course because it is so damaged or defective that it cannot reasonably be used for its intended purpose, (ii) Defective Merchandise or Display Merchandise for which the parties are unable to agree upon a Cost Value or (iii) goods that are a gift with purchase items not ordinarily sold separately. Excluded Defective Merchandise shall be identified as such during the Inventory Taking.

Excluded Defective Merchandise means (i) spare parts, component parts, Supplies and other items not intended to be sold to customers as a complete item of merchandise, (ii) returned to vendor inventory located at the Little Rock, AK distribution center, (iii) inventory currently at RMI, the domestic refurbisher in Chicago, IL, (iv) refurbished inventory currently overseas, (v) domestic inventory that has yet to be sent out to be refurbished from the Stores, (vi) inventory already designated as return to vendor or marked “out of stock” , and (vii) those items of Defective Merchandise that are not saleable because they are so damaged or defective that such inventory cannot be used for the purpose for which they were intended.

Excluded Defective Merchandise means any item of merchandise that is dented, worn, shopworn, scratched, broken, faded mismatched, damaged, defective, refurbished, incomplete, out of box, mismatched, scratched, discolored, returned, missing power cords or other included components, repaired or suffering from other damages or merchandise affected by other similar defects rendering it otherwise not reasonably suitable or reasonably saleable for its intended purpose.

Excluded Defective Merchandise means any item of Defective Merchandise which is sufficiently damaged or defected such that it is not suitable, saleable, or usable for its intended purpose because it is damaged, ripped, torn, worn, faded, broken, mismatched, mismated, incomplete, discolored, returned, or otherwise affected by damages or defects. Agent shall identify and advise the Merchant of its findings with respect to the existence Excluded Defective Merchandise as soon as practicable following the Sale Commencement Date (but in no event later than 30 days after the Sale Commencement Date).

Excluded Defective Merchandise means those items of Defective Merchandise for which Agent and Merchant do not agree upon a Retail Value.