PRODUCT SOLD BY THE SELLER IN CONNECTION
WITH THE ACQUIRED LOCATION PRIOR TO THE CLOSING DATE AND REFUNDS NO MORE THAN
THE RETAIL COST OF SUCH PRODUCT AND ANY ASSOCIATED SALES TAX TO THE PURCHASER OF
SUCH PRODUCT; OR
(B)
A GIFT CERTIFICATE FOR A RETAIL PRODUCT SOLD BY THE BUYER THAT WAS
ISSUED BY THE SELLER IN CONNECTION WITH THE ACQUIRED LOCATION PRIOR TO THE
CLOSING DATE AND SUCH ACCEPTANCE IS FOR NO MORE THAN THE ORIGINAL FACE AMOUNT OF
SUCH GIFT CERTIFICATE;
THEN THE SELLER AGREES TO REIMBURSE THE BUYER FOR THE AMOUNT OF SUCH REFUND OR
THE FACE AMOUNT OF SUCH GIFT CERTIFICATE THAT IS PAID OR ACCEPTED, AS
APPLICABLE, BY THE BUYER WITHIN SUCH SIXTY (60) CALENDAR DAY PERIOD; PROVIDED
THAT PROMPTLY FOLLOWING THE CONCLUSION OF SUCH SIXTY (60) CALENDAR DAY PERIOD,
THE BUYER PROVIDES WRITTEN NOTICE TO THE SELLER OF ALL SUCH RETURNS AND GIFT
CERTIFICATES ACCEPTED AND THE AGGREGATE AMOUNT DUE TO THE BUYER PURSUANT TO THIS
§5.4 ALONG WITH ANY SUPPORTING DOCUMENTATION REASONABLY REQUESTED BY THE SELLER.
ANY SUCH REIMBURSEMENT FROM THE SELLER TO THE BUYER SHALL OCCUR BY WIRE TRANSFER
OF IMMEDIATELY AVAILABLE FUNDS WITHIN FIVE (5) BUSINESS DAYS AFTER THE RECEIPT
BY THE SELLER OF THE BUYER'S WRITTEN NOTICE AND ACCOMPANYING DOCUMENTATION
PURSUANT TO THE PRECEDING SENTENCE.
5.5.
UTILITIES AND TELEPHONE SERVICE. SUBJECT TO THE PROVISIONS OF
§§ 2.1(D) AND 2.10(C) ABOVE, SELLER SHALL CANCEL ITS UTILITIES AND TELEPHONE
ACCOUNTS AT THE ACQUIRED
20
LOCATION ON THE DATE THAT IS FIVE (5) BUSINESS DAYS AFTER THE CLOSING DATE AND
BUYER WILL BE RESPONSIBLE FOR OPENING AND ARRANGING ITS OWN UTILITY AND
TELEPHONE ACCOUNTS THEREAFTER.
5.6.
REVOCABLE LICENSE TO USE TRANSITIONAL ASSETS. SUBJECT TO THE
TERMS AND CONDITIONS OF THIS §5.6, THE SELLER HEREBY GRANTS TO THE BUYER,
EFFECTIVE AS OF THE CLOSING DATE, A LIMITED, ROYALTY-FREE LICENSE TO USE CERTAIN
EXISTING SIGNS OF THE SELLER LOCATED AT THE ACQUIRED LOCATION AS SET FORTH ON
SCHEDULE 5.6 (THE "TRANSITIONAL ASSETS"), SOLELY FOR PURPOSES OF THE TEMPORARY
SIGNAGE AND OTHER PHYSICAL ATTRIBUTES OF THE ACQUIRED LOCATION IN ORDER TO
TEMPORARILY ASSIST IN THE TRANSITION OF THE BUSINESS TO BUYER (AND NOT FOR
PURPOSES OF ACQUIRING, DEVELOPING OR MARKETING THE TRANSITIONAL ASSETS,
INCLUDING WITHOUT LIMITATION ANY INTELLECTUAL PROPERTY THEREIN), FOR A PERIOD OF
THIRTY (30) CALENDAR DAYS FOLLOWING THE CLOSING DATE. SUCH LICENSE MAY BE
REVOKED BY THE SELLER IMMEDIATELY UPON WRITTEN NOTICE TO THE BUYER UPON FAILURE
OF THE BUYER OR BUYER PARENT TO SATISFY THE CONDITIONS OF THIS §5.6. THE BUYER
AND BUYER PARENT MAY NOT USE THE TRANSITIONAL ASSETS, INCLUDING WITHOUT
LIMITATION ANY INTELLECTUAL PROPERTY THEREIN, IN ANY MANNER OR FOR ANY PURPOSE
DIFFERENT FROM THE USE BY SELLER IN THE BUSINESS PRIOR TO THE CLOSING DATE. THE
BUYER AND BUYER PARENT ACKNOWLEDGE, SUBJECT TO THE ABOVE LIMITED LICENSE, THE
SELLER HAS AND RETAINS EXCLUSIVE RIGHT, TITLE AND INTEREST IN AND TO THE
TRANSITIONAL ASSETS, INCLUDING WITHOUT LIMITATION ANY INTELLECTUAL PROPERTY
THEREIN, AND AGREE THAT THEY WILL NOT AT ANY