EXHIBIT 8.1
STORE CLOSING GUIDELINES
The
following procedures shall apply to the Sale 1 to
be held at the closing Stores and the disposal of the Owned
FF&E in the closing Stores:
1.
The Sale shall be conducted so that the closing Stores in which
sales are to occur remain open no longer than the normal hours of
operation provided for in the respective leases or other occupancy
agreements for the closing Stores.
2.
The Sale shall be conducted in accordance with applicable state and
local “Blue Laws,” and thus, where applicable, no Sale
shall be conducted on Sunday unless the Merchant had been operating
such Stores on a Sunday.
3.
All display and hanging signs used by the Merchant and the Agent in
connection with Sale shall be professionally produced and all
hanging signs shall be hung in a professional manner. The Merchant
and the Agent may advertise the Sale as a “sale on
everything”, “store closing”, or similar theme
sale at the closing Stores as provided by the Agency
Agreement. Neither the Merchant, nor the Agent shall
advertise the Sale as a “going-out-of-business”
sale. The Merchant and the Agent shall not use neon or
day-glo signs. Furthermore, with respect to enclosed mall locations
no exterior signs or signs in common areas of a mall shall be used.
Nothing contained herein shall be construed to create or impose
upon the Merchant and the Agent any additional restrictions not
contained in the applicable lease or other occupancy agreement. In
addition, the Merchant and the Agent shall be permitted to utilize
exterior banners at non-enclosed mall Stores; provided ,
however , that such banners shall be located or hung so as
to make clear that the Sale is being conducted only at the affected
store and shall not be wider than the closing Storefront of the
closing Store. In addition, the Merchant and the Agent shall be
permitted to utilize sign walkers and street signage,
notwithstanding any state, county or local law or ordinance;
provided however the use of sign walkers and use of
street signage shall be done in a safe manner and shall not be
permitted on mall or shopping center property.
4.
Conspicuous signs shall be posted in the cash register areas of
each Store to the effect that all sales are “final” and
that customers with any questions or complaints subsequent to the
conclusion of the Sale may contact a named representative of the
Merchant or the Agent at a specified telephone number. Agent
shall make available consumers inserts identifying that that
the manufacturer’s warranty, if any, may still exist and you
should consult the packaging materials to see what, if any,
manufacturer’s warranties are available, and Agent shall
instruct the cashiers to place such inserts in the consumer’s
shopping bag.
1
Capitalized terms used but not defined herein shall have the
meanings ascribed to such terms in the Agency Agreement.
5.
Within a “Shopping Center”, the Agent shall not
distribute handbills, leaflets or other written materials to
customers outside of any of the closing Stores, unless permitted by
the applicable lease or, if distribution is customary in the
shopping center in which the closing Store is located. Otherwise,
the Agent may solicit customers in the closing Stores themselves.
The Agent shall not use any flashing lights or
