Nautilus 2010 Annual Report Download - page 71

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aa.
“ Sales Slip ”
means evidence providing for the sale of Goods by Merchant to Merchant's
customer in conjunction with the Program.
bb.
" Telephone Application
" means any Credit Agreement under the Program which is initiated by
the Credit Customer contacting the Merchant telephonically in response to an commercial, infomercial
or other mass marketing medium.
cc.
“ Term ” shall have the meaning set forth in Section 13 .
Section 2. Sale and Purchase of Credit Agreements and Accounts; Process.
a.
Offer of Sale
. From time to time, Merchant may offer to sell and assign to the Company one or
more Credit Agreements and related Accounts (each, an “ Offer ”)
under the Program. An Offer shall
be deemed to be an offer to sell and assign all of Merchant's right, title and interest in, to, and under
the Credit Agreement and related Account. An Offer is deemed to be made when Merchant delivers, or
causes the Credit Customer to deliver, a completed and executed Credit Agreement and Sales Slip, to
the Company. If the Credit Sale is made via a Telephone Application, such delivery shall be made by
electronic transmission and, if the Credit Sale is made pursuant to a paper Credit Agreement, such
delivery shall be made by US Mail or courier. Merchant is not obligated to Offer any Credit Agreement
or Account for sale and assignment to the Company. At the time of the Offer of a Credit Agreement
and related Account to the Company, there shall be no other Offers for financing of that Credit
Agreement or a related Account outstanding by Merchant on its own behalf or on behalf of any other
person or entity. Except after a Chargeback, with respect to a Credit Agreement or related Account,
Merchant shall not Offer to sell or sell that Credit Agreement or Account to any person or entity after
such Credit Agreement and Account have been purchased by the Company.
b.
Acceptance of Offer; Purchase
. Acceptance of the Offer shall be made when the Company
notifies Merchant that the Company has accepted the Offer via electronic notification (the “
Notice of
Acceptance ”).
The Company is not obligated to accept any Offer. The purchase and vesting of
ownership in the Company of the Credit Agreement and Account shall be deemed to occur on the date
the payment of the Purchase Price by the Company to Merchant pursuant to Section 2 c (the “
Purchase Date ”).
In the event the customer or Merchant cancels the relevant sale of Goods during the
period between the Company's relevant Notice of Acceptance and the Company's purchase of the
relevant Credit Agreement and Account, or if for any other reason the sale of the Goods is not
completed during such period, the Company's acceptance of Merchant's relevant Offer shall be
deemed withdrawn and shall automatically terminate and Merchant shall promptly reimburse the
Company for any Purchase Price paid by the Company for such Credit Agreement and Account.
c.
Purchase Price; Payment .
(i)
Purchase Price
. In consideration of the sale and assignment of each Credit Agreement and Account,
the Company shall to pay to Merchant the applicable Purchase Price. The purchase price for each Credit
Agreement and Account purchased by the Company from Merchant shall be an amount equal to the sum
of: (A) the balance due on the Credit Agreement and Account at the time the Company pays the Purchase
Price multiplied by (B) the applicable funding percentage as set forth on Exhibit A
under the heading
“Nautilus Funding Grid” (the