Expenses of the Sale. All Expenses of the Sale shall be borne by Merchant in accordance with the Expense Budget. To the extent the Expenses of the Sale exceed, in the aggregate, the amount set forth in the Expense Budget as a result of budget information supplied by Merchant being incorrect or Merchant otherwise breaching this Agreement, the amount in excess of the amounts in the Expense Budget shall not be Expenses hereunder and shall be paid by Merchant. To the extent the Expenses of the Sale, in the aggregate, exceed the amount set forth in the Expense Budget for any other reason, such amounts shall not be Expenses hereunder and shall be paid by Agent. A copy of the Expense Budget is attached hereto as Exhibit “A” and is incorporated herein by reference. Agent agrees that the actual Expenses incurred in connection with the Sale (to the extent such items are within the control of Agent) shall not exceed the aggregate amount of the Expense Budget unless Merchant and Agent mutually agree in writing. Without limiting the generality of the foregoing, during the Sale Term, Merchant shall provide Agent with (i) central administrative services necessary to administer the Sale, (ii) employees at the Stores (to the extent deemed necessary by Merchant to effect the Sale), and (iii) peaceful use and occupancy of, and reasonable access (including reasonable before- and after- hours access and normal utilities/phone service) to, the Stores for the purpose of preparing for, conducting, and completing the Sale as contemplated hereby. It is anticipated that Agent will advance funds for certain categories of reasonable supervision and advertising expenses identified in the Expense Budget, and Merchant shall reimburse Agent therefor (in connection with each Interim Reconciliation) upon presentation of invoices and statements for such expenses, which reimbursement shall be in addition to the Agent’s Fee. In the event that Agent fails to timely vacate any of the Stores on or before May 23, 2006, Agent shall reimburse Merchant for any expenses and/or claims arising from or related to such Store after May 23, 2006.
Expenses of the Sale. A. Section 7.2 of the Agency Agreement is hereby replaced in its entirety with the following: “Central Office Expense. Attached hereto as Exhibit 7.2 is a budget for transition services to be provided by Merchant for up to 90 days after the Closing Date. Merchant and Agent agree that Merchant shall be reimbursed for 75% of actual expenses incurred in connection with rendering such services but shall not be reimbursed for amounts beyond 75% of the amounts set forth in Exhibit 7.2; provided, however, that Agent shall not be obligated for any expenses related to a transition services on the fourteenth (14th) day following notice from Agent to Merchant that Agent no longer requires such transition services. Merchant shall not be required to provide such services beyond 90 days after the Closing Date or to the extent that it would result in costs beyond the amounts set forth in Exhibit 7.2. As the parties gain experience with providing such Central Office services, Merchant and Agent agree to work in good faith to reduce the actual expenses to the amount practicable.”
Expenses of the Sale
