Common use of Accounts Receivable; Inventory Clause in Contracts

Accounts Receivable; Inventory. (i) If, as of the close of business on the one-hundred eightieth (180th) day following the Closing Date, Purchaser shall not have collected the full face amount of the Accounts Receivable reflected in the Actual Net Working Capital, then the Sellers jointly and severally agree that Purchaser may, at the Purchaser’s option, assign good and marketable title to any unpaid Accounts Receivable to the Sellers free and clear of any Encumbrances, and shall promptly make payment to Purchaser in case by wire transfer of immediately available funds of the uncollected amount of such Accounts Receivable (less adjustments for bad debts on the books of the Company as of the Closing). Purchaser shall use commercially reasonable efforts after the Closing to collect all Accounts Receivable and which efforts shall be no less than the efforts generally utilized by Purchaser with respect to its own accounts receivable, but Purchaser shall not be required to commence any legal action in connection with such collection efforts. Upon the assignment of any such unpaid Accounts Receivable, (A) Sellers’ Representative may take such commercially reasonable actions, at the Sellers’ sole cost and expense, as Sellers’ Representative deems advisable with respect to the collection thereof, (B) all proceeds from such collection actions shall be the property of Sellers, and (C) any sums paid to Purchaser on account of such assigned Accounts Receivable shall be promptly paid to Seller or as Sellers’ Representative directs. All costs relating to the assignment of the receivables (including fees of the process servers) pursuant to this Section 10(a) shall be borne by the Sellers and promptly reimbursed by the Sellers to Purchaser or as Purchaser directs. (ii) If (A) any of the Inventory (other than with respect to adidas) reflected in the Actual Net Working Capital is not sold within eleven (11) months following the Closing Date or (B) any of the Inventory with respect to adidas reflected in the Actual Net Working Capital is not sold within thirteen (13) months following the Closing Date, then the Sellers jointly and severally agree that, at Purchaser’s option, the Sellers shall promptly make payment to Purchaser in cash by wire transfer of immediately available funds in an amount equal to the value of such Inventory (as reflected in the Actual Net Working Capital). Purchaser shall cause the Company to use reasonable efforts after the Closing to sell the Inventory in the ordinary course of business and consistent with past practices of the US Business and to the extent practical, prior to the sale of any inventory that is acquired by the Purchaser after the Closing Date. Any Inventory not sold with such 11-month period for which Purchaser has received a credit hereunder shall be assigned and delivered, at the Sellers’ expense, to Sellers with an appropriate and customary bxxx of sale evidencing assignment of good and marketable title to such Inventory (the “Repurchased Inventory”), free and clear of any liens, claims or other encumbrances. All proceeds, if any, received by the Company or Purchaser from the sale of items of Inventory for which Purchaser has received a credit hereunder shall be promptly paid to Sellers or as the Sellers’ Representative directs. The Sellers may elect to store such unsold inventory at the US Business’ facility on a rent-free basis until such Inventory is sold by Sellers. Purchaser agrees to sell such Repurchased Inventory under its own name in the ordinary course of business and on a first in-first out basis, and the net sales proceeds thereof, if any, shall be paid to the Sellers to the extent of the cost of such Repurchased Inventory as reflected in the Actual Net Working Capital, any net sales proceeds which exceed such cost as to each item of Repurchased Inventory shall be retained by Purchaser, and the Sellers shall deliver good and marketable title to the purchaser of such Repurchased Inventory, free and clear of any liens, claims or other encumbrances caused by the Sellers upon the sale of such Repurchased Inventory by Purchaser. (iii) Upon notice to Sellers’ Representative specifying in reasonable detail the basis therefor, Purchaser may set-off any amount to which it may be entitled under this Section 10(a) against amounts otherwise payable under Section 4. The exercise of a right of set-off by Purchaser in good faith, whether or not ultimately determined to be justified, will not constitute a breach of Section 4. Neither the exercise of, nor the failure to exercise, such right of set-off will constitute an election of remedies or limit Purchaser in any manner in the enforcement of any other remedies that may be available to it. In the event that any suit or action is instituted by Seller or Sellers’ Representative in relation to the exercise of a right of set-off by Purchaser hereunder, the prevailing party in such dispute shall be entitled to recover from the losing party all reasonable fees, costs and expenses of such prevailing party incurred in connection with such dispute.

Accounts Receivable; Inventory. (ia) If, as of Sellers shall promptly pay to Purchaser any Accounts Receivable attributable to the close of business Business which are collected by Sellers on the one-hundred eightieth (180th) day following or after the Closing Date, Purchaser shall not have collected the full face amount of the Accounts Receivable reflected in the Actual Net Working Capital, then the Sellers jointly and severally agree that Purchaser may, at the Purchaser’s option, assign good and marketable title to any unpaid Accounts Receivable to the Sellers free and clear of any Encumbrances, and shall promptly make payment to Purchaser in case by wire transfer of immediately available funds of the uncollected amount of such Accounts Receivable . STARBURST ASSET PURCHASE AGREEMENT (less adjustments for bad debts on the books of the Company as of the Closing). b) Purchaser shall use commercially reasonable efforts to collect the Accounts Receivable as of the Closing Date within 60 days after the Closing and shall not discount or otherwise settle or reduce the amount of such Account Receivables. On the 60th day after the Closing, Purchaser will assign to collect NAI all Accounts Receivable that have not been collected prior to such date and which efforts NAI shall be no less than pay the efforts generally utilized by Purchaser with respect to its own accounts receivable, but Purchaser shall not be required to commence any legal action in connection with such collection efforts. Upon the assignment of any such unpaid Accounts Receivable, (A) Sellers’ Representative may take such commercially reasonable actions, at the Sellers’ sole cost and expense, as Sellers’ Representative deems advisable with respect to the collection thereof, (B) all proceeds from such collection actions shall be the property of Sellers, and (C) any sums paid to Purchaser on account of such assigned Accounts Receivable shall be promptly paid to Seller or as Sellers’ Representative directs. All costs relating to the assignment of the receivables (including fees of the process servers) pursuant to this Section 10(a) shall be borne by the Sellers and promptly reimbursed by the Sellers to Purchaser or as Purchaser directs. (ii) If (A) any of the Inventory (other than with respect to adidas) reflected in the Actual Net Working Capital is not sold within eleven (11) months following the Closing Date or (B) any of the Inventory with respect to adidas reflected in the Actual Net Working Capital is not sold within thirteen (13) months following the Closing Date, then the Sellers jointly and severally agree that, at Purchaser’s option, the Sellers shall promptly make payment to Purchaser in cash by wire transfer of immediately available funds in an amount equal to the gross aggregate dollar value of such Inventory (as reflected Accounts Receivable used in the Actual Net calculation of Modified Working CapitalCapital on the Closing Date less the aggregate actual collections of Accounts Receivable by Purchaser from the Closing Date through the 60th day after Closing (provided that Purchaser shall not receive a double recovery for amounts otherwise paid by Sellers under Section 2.3(c)(xii) hereof). Purchaser shall cause the Company have no right to assign any Accounts Receivable voluntarily discounted by Purchaser. (c) Sellers hereby grant to Purchaser a non-exclusive, non-assignable, royalty-free license to use reasonable efforts Sellers' Marks set forth on the Inventory included in the Acquired Assets on which such Marks appear as of the Closing Date (the "Trademarked Assets"), as well as on any materials used to fill purchase orders included in the Transferred Contracts. No license is granted or shall be implied: (i) to place further orders for materials bearing those Marks that are not included in the Transferred IP after the Closing or (ii) to sell use the Inventory Marks that are not included in the ordinary course of business and consistent with past practices of the US Business and to the extent practicalTransferred IP in any catalogs, prior to the sale of any inventory that is acquired by the Purchaser advertisements, brochures, order processing Software or other sales collateral produced after the Closing Date. Any Inventory not sold with such 11-month period for which Purchaser has received a credit hereunder Purchaser's license pursuant to this Section 8.9(b) shall be assigned and delivered, at the Sellers’ expense, to Sellers with an appropriate and customary bxxx of sale evidencing assignment of good and marketable title to such Inventory (the “Repurchased Inventory”), free and clear of any liens, claims or other encumbrances. All proceeds, if any, received by the Company or Purchaser from the sale of items of Inventory for which Purchaser has received a credit hereunder shall be promptly paid to Sellers or as the Sellers’ Representative directs. The Sellers may elect to store such unsold inventory at the US Business’ facility on a rent-free basis until such Inventory is sold by Sellers. Purchaser agrees to sell such Repurchased Inventory under its own name in the ordinary course of business and on a first in-first out basis, and the net sales proceeds thereof, if any, shall be paid to the Sellers to the extent terminate upon exhaustion of the cost of Trademarked Assets bearing such Repurchased Inventory as reflected in the Actual Net Working Capital, any net sales proceeds which exceed such cost as to each item of Repurchased Inventory shall be retained by Purchaser, and the Sellers shall deliver good and marketable title to the purchaser of such Repurchased Inventory, free and clear of any liens, claims or other encumbrances caused by the Sellers upon the sale of such Repurchased Inventory by PurchaserMarks. (iii) Upon notice to Sellers’ Representative specifying in reasonable detail the basis therefor, Purchaser may set-off any amount to which it may be entitled under this Section 10(a) against amounts otherwise payable under Section 4. The exercise of a right of set-off by Purchaser in good faith, whether or not ultimately determined to be justified, will not constitute a breach of Section 4. Neither the exercise of, nor the failure to exercise, such right of set-off will constitute an election of remedies or limit Purchaser in any manner in the enforcement of any other remedies that may be available to it. In the event that any suit or action is instituted by Seller or Sellers’ Representative in relation to the exercise of a right of set-off by Purchaser hereunder, the prevailing party in such dispute shall be entitled to recover from the losing party all reasonable fees, costs and expenses of such prevailing party incurred in connection with such dispute.

Accounts Receivable; Inventory. (i) If, as of the close of business on the one-hundred eightieth (180th) 180th day following the Closing Date, the Company or Purchaser shall not have collected the full face amount of the Accounts Receivable reflected in the Actual Net Working Capital, then the Sellers jointly and severally agree that the Company or Purchaser may, at within ten (10) days after the Purchaser’s optionexpiration of such 180-day period, assign good and marketable title to any unpaid Accounts Receivable to the Sellers free and clear of any Encumbrances, and shall promptly make receive payment to Purchaser in case by wire transfer of immediately available funds of cash from the Sellers for the uncollected amount of such Accounts Receivable (less adjustments without any reserve or adjustment for bad debts on the books of the Company as of the Closingdebt). Purchaser shall cause the Company to use commercially reasonable efforts after the Closing to collect all Accounts Receivable and which efforts shall be no less than substantially similar to the efforts generally utilized by Purchaser with respect to its own accounts receivable, but neither the Company nor Purchaser shall not be required to commence any legal action in connection with such collection efforts. Upon the assignment of any such unpaid Accounts Receivable, (A) Sellers’ Representative Sellers may take such commercially reasonable actions, at the Sellers’ sole cost and expense, as Sellers’ Representative deems Sellers deem advisable with respect to the collection thereof, (B) all proceeds from such collection actions shall be the property of Sellers, and (C) any sums paid to the Company or Purchaser on account of such assigned Accounts Receivable shall be promptly paid to Seller Sellers or as directed by the Sellers’ Representative directs. All costs relating to the assignment of the receivables (including fees of the process servers) pursuant to this Section 10(a) shall be borne by the Sellers and promptly reimbursed by the Sellers to Purchaser or as Purchaser directsRepresentative. (ii) If (A) any of the Inventory (other than with respect to adidas) reflected in the Actual Net Working Capital is not sold within eleven twelve (11) months following the Closing Date or (B) any of the Inventory with respect to adidas reflected in the Actual Net Working Capital is not sold within thirteen (1312) months following the Closing Date, then Sellers agree that the Sellers jointly and severally agree thatCompany or Purchaser may, at Purchaser’s optionoption (which option shall be exercised by delivery of written notice to the Sellers’ representative within thirty (30) days after the expiration of such 12-month period), assign and deliver to the Sellers, at the Sellers’ expense, good and marketable title to any unsold Inventory, free and clear of any Encumbrances, and receive payment in cash from the Sellers shall promptly make payment to Purchaser in cash by wire transfer of immediately available funds in for an amount equal to the value cost of such unsold Inventory (as reflected in the Actual Net Working Capital); provided, however, that with solely respect to any Inventory which the Company has a contractual right to sell back to a customer, Sellers shall have no obligation to purchase such unsold Inventory unless and only to the extent the aggregate amount of such unsold Inventory exceeds $25,000 and then only with respect to that portion of such unsold Inventory which exceeds $25,000. Purchaser shall cause the Company to use reasonable efforts after the Closing to sell the Inventory in the ordinary course of business and consistent with past practices of the US Business and to the extent practical, prior to the sale of any inventory that is acquired by the Purchaser after the Closing Date. Any Inventory not sold with such 11-month period for which Purchaser has received a credit hereunder shall be assigned and delivered, at the Sellers’ expense, to Sellers with an appropriate and customary bxxx of sale evidencing assignment of good and marketable title to such Inventory (the “Repurchased Inventory”), free and clear of any liens, claims or other encumbrancesBusiness. All proceeds, if any, received by the Company or Purchaser from the sale of items of Inventory for which Purchaser has received a credit cash payment hereunder shall be promptly paid to Sellers or as directed by the Sellers’ Representative directs. The Sellers may elect to store such unsold inventory at the US Business’ facility on a rent-free basis until such Inventory is sold by Sellers. Purchaser agrees to sell such Repurchased Inventory under its own name in the ordinary course of business and on a first in-first out basis, and the net sales proceeds thereof, if any, shall be paid to the Sellers to the extent of the cost of such Repurchased Inventory as reflected in the Actual Net Working Capital, any net sales proceeds which exceed such cost as to each item of Repurchased Inventory shall be retained by Purchaser, and the Sellers shall deliver good and marketable title to the purchaser of such Repurchased Inventory, free and clear of any liens, claims or other encumbrances caused by the Sellers upon the sale of such Repurchased Inventory by PurchaserRepresentative. (iii) Upon notice to Sellers’ Representative Sellers specifying in reasonable detail the basis therefor, Purchaser may set-off any amount to which it may be entitled under this Section 10(a) 13(c), on a dollar-for-dollar basis, against amounts otherwise payable under Section 4. The exercise of a right of set-off by Purchaser in good faith, whether or not ultimately determined to be justified, will not constitute a breach of Section 4; provided, however, that in the event that any such set-off by Purchaser is ultimately determined not to be justified, Purchaser shall pay, in addition to such damages and restitution awarded by a court or arbitrator with jurisdiction over such matter, interest on any unpaid amount determined by such court or arbitrator to be due and payable hereunder as a rate equal to the prime rate published from time to time by the Wall Street Journal from and after the date of such set-off by Purchaser to the date of payment of such amount determined by such court or arbitrator to be due and payable hereunder. Neither the exercise of, nor the failure to exercise, such right of set-off will constitute an election of remedies or limit Purchaser in any manner in the enforcement of any other remedies that may be available to it. In the event that any suit or action is instituted by Seller or Sellers’ Representative Sellers in relation to the exercise of a right of set-off by Purchaser hereunder, the prevailing party in such dispute shall be entitled to recover from the losing party all reasonable fees, costs and expenses of such prevailing party incurred in connection with such dispute.

Accounts Receivable; Inventory. (ia) If, Set forth on Disclosure Schedule 3.10(a) is a true and complete list of all accounts receivable of the Company and the Subsidiaries as of December 7, 2016 (together with any other accounts receivable of the close Company and the Subsidiaries arising during the period from the date of business on the one-hundred eightieth (180th) day following such disclosure to the Closing Date, Purchaser shall not have collected the full face amount of the “Accounts Receivable reflected in the Actual Net Working Capital, then the Sellers jointly and severally agree that Purchaser may, at the Purchaser’s option, assign good and marketable title to any unpaid Accounts Receivable to the Sellers free and clear of any Encumbrances, and shall promptly make payment to Purchaser in case by wire transfer of immediately available funds of the uncollected amount of such Accounts Receivable”). Each Account Receivable (less adjustments for bad debts on the books of the Company i) existing as of the Closing). Purchaser shall use commercially reasonable efforts after date of a Financial Statement is properly included in the Closing to collect all Accounts Receivable applicable Financial Statement in accordance with GAAP and which efforts shall be no less than the efforts generally utilized by Purchaser with respect to its own accounts receivable, but Purchaser shall not be required to commence any legal action in connection with such collection efforts. Upon the assignment of any such unpaid Accounts Receivable, (A) Sellers’ Representative may take such commercially reasonable actions, at the Sellers’ sole cost and expense, as Sellers’ Representative deems advisable with respect to the collection thereof, (B) all proceeds from such collection actions shall be the property of Sellers, and (C) any sums paid to Purchaser on account of such assigned Accounts Receivable shall be promptly paid to Seller or as Sellers’ Representative directs. All costs relating to the assignment is valued for purposes of the receivables (including fees of the process servers) pursuant to this Section 10(a) shall be borne by the Sellers and promptly reimbursed by the Sellers to Purchaser or as Purchaser directs. Financial Statements in accordance with GAAP; (ii) If represents actual amounts incurred by the applicable account debtor; (Aiii) any of the Inventory (other than with respect to adidas) reflected represents a sale made in the Actual Net Working Capital is not sold within eleven (11) months following the Closing Date or (B) any of the Inventory with respect Ordinary Course and which arose pursuant to adidas reflected in the Actual Net Working Capital is not sold within thirteen (13) months following the Closing Date, then the Sellers jointly and severally agree that, at Purchaser’s option, the Sellers shall promptly make payment to Purchaser in cash by wire transfer of immediately available funds in an amount equal to the value of such Inventory (as reflected in the Actual Net Working Capital). Purchaser shall cause the Company to use reasonable efforts after the Closing to sell the Inventory in the ordinary course of business and consistent with past practices of the US Business and to the extent practical, prior to the enforceable written contract for a bona fide sale of any inventory that is acquired by the Purchaser after the Closing Date. Any Inventory not sold with such 11-month period for which Purchaser has received a credit hereunder shall be assigned and delivered, at the Sellers’ expense, to Sellers with an appropriate and customary bxxx of sale evidencing assignment of good and marketable title to such Inventory (the “Repurchased Inventory”), free and clear of any liens, claims goods or other encumbrances. All proceeds, if any, received by the Company or Purchaser from the sale of items of Inventory for which Purchaser has received a credit hereunder shall be promptly paid to Sellers or as the Sellers’ Representative directs. The Sellers may elect to store such unsold inventory at the US Business’ facility on a rent-free basis until such Inventory is sold by Sellers. Purchaser agrees to sell such Repurchased Inventory under its own name in the ordinary course of business and on a first in-first out basisservices performed, and the net sales proceeds thereof, if any, shall be paid Company and the Subsidiaries have performed all of the obligations to produce and deliver the Sellers goods or perform the services to which such Account Receivable relates; and (iv) is current and collectible except to the extent of reserves for uncollectible accounts applied in accordance with GAAP. No agreement for deduction, free goods, discount, or other deferred price or quantity adjustment has been made with respect to any Account Receivable. Except for the cost allowance for doubtful accounts and other customary industry allowances (including returns, discounts and other customary industry allowances) on the Balance Sheet, no Account Receivable is subject to any counterclaim, set-off, defense, security interest, claim, or other encumbrance. Neither the Company nor any Subsidiary has collected, or accelerated the collection of, any Accounts Receivable in a manner that is inconsistent with the operation of such Repurchased Inventory as reflected the business of the Company and the Subsidiaries in the Actual Net Working Capital, any net sales proceeds which exceed such cost as to each item of Repurchased Inventory shall be retained by Purchaser, and the Sellers shall deliver good and marketable title to the purchaser of such Repurchased Inventory, free and clear of any liens, claims or other encumbrances caused by the Sellers upon the sale of such Repurchased Inventory by PurchaserOrdinary Course. (iiib) Upon notice to Sellers’ Representative specifying All inventories held by the Company and the Subsidiaries at any location are valued on the Financial Statements at the lower of cost (cost being determined by the first-in, first-out (FIFO) method) or market (market being determined in reasonable detail the basis therefor, Purchaser may set-off any amount to which it may be entitled under this Section 10(a) against amounts otherwise payable under Section 4accordance with GAAP). The exercise Such inventories consist of a right of set-off by Purchaser in good faith, whether or not ultimately determined to be justified, will not constitute a breach of Section 4. Neither the exercise of, nor the failure to exercise, such right of set-off will constitute an election of remedies or limit Purchaser in any manner quantity and quality usable and historically salable in the enforcement Ordinary Course, and are not physically damaged, previously used, Obsolete, discontinued or Excess Inventory. “Excess Inventory” inventory shall mean the amount of any other remedies inventory on hand or on order, with a balance in excess of expected usage. “Obsolete” inventory shall mean inventory on hand and on order that has no forecasted or probable usage. Obsolete inventory may be available to it. In the event that any suit include a residual value, defined as inventory with a very small or action is instituted by Seller or Sellers’ Representative in relation to the exercise of a right of set-off by Purchaser hereunder, the prevailing party in such dispute shall be entitled to recover from the losing party all reasonable fees, costs and expenses of such prevailing party incurred in connection with such disputenegligible recovery value.

Accounts Receivable; Inventory. (i) If, as of the close of business on the one-hundred eightieth (180th) day following the Closing Date, Purchaser shall not have collected the full face amount of the Accounts Receivable reflected in the Actual Net Working Capital, then the Sellers jointly and severally agree that Purchaser may, at the Purchaser’s option, assign good and marketable title to any unpaid Accounts Receivable to the Sellers free and clear of any Encumbrances, and shall promptly make payment to Purchaser in case by wire transfer of immediately available funds of the uncollected amount of such Accounts Receivable (less adjustments for bad debts on the books of the Company Companies as of the Closing). Purchaser shall use commercially reasonable efforts after the Closing to collect all Accounts Receivable and which efforts shall be no less than the efforts generally utilized by Purchaser with respect to its own accounts receivable, but Purchaser shall not be required to commence any legal action in connection with such collection efforts. Upon the assignment of any such unpaid Accounts Receivable, (A) Sellers’ Representative may take such commercially reasonable actions, at the Sellers’ sole cost and expense, as Sellers’ Representative deems advisable with respect to the collection thereof, (B) all proceeds from such collection actions shall be the property of Sellers, and (C) any sums paid to Purchaser on account of such assigned Accounts Receivable shall be promptly paid to Seller or as Sellers’ Representative directs. All costs relating to the assignment of the receivables (including fees of the process servers) pursuant to this Section 10(a) shall be borne by the Sellers and promptly reimbursed by the Sellers to Purchaser or as Purchaser directs. (ii) If (A) any of the Inventory (other than with respect to adidas) reflected in the Actual Net Working Capital is not sold within eleven (11) months following the Closing Date or (B) any of the Inventory with respect to adidas reflected in the Actual Net Working Capital is not sold within thirteen (13) months following the Closing Date, then the Sellers jointly and severally agree that, at Purchaser’s option, the Sellers shall promptly make payment to Purchaser in cash by wire transfer of immediately available funds in an amount equal to the value of such Inventory (as reflected in the Actual Net Working Capital). Purchaser shall cause the Company Companies to use reasonable efforts after the Closing to sell the Inventory in the ordinary course of business and consistent with past practices of the US International Business and to the extent practical, prior to the sale of any inventory that is acquired by the Purchaser after the Closing Date. Any Inventory not sold with such 11-month period for which Purchaser has received a credit hereunder shall be assigned and delivered, at the Sellers’ expense, to Sellers with an appropriate and customary bxxx of sale evidencing assignment of good and marketable title to such Inventory (the “Repurchased Inventory”), free and clear of any liens, claims or other encumbrances. All proceeds, if any, received by the Company Companies or Purchaser from the sale of items of Inventory for which Purchaser has received a credit hereunder shall be promptly paid to Sellers or as the Sellers’ Representative directs. The Sellers may elect to store such unsold inventory at the US International Business’ facility on a rent-free basis until such Inventory is sold by Sellers. Purchaser agrees to sell such Repurchased Inventory under its own name in the ordinary course of business and on a first in-first out basis, and the net sales proceeds thereof, if any, shall be paid to the Sellers to the extent of the cost of such Repurchased Inventory as reflected in the Actual Net Working Capital, any net sales proceeds which exceed such cost as to each item of Repurchased Inventory shall be retained by Purchaser, and the Sellers shall deliver good and marketable title to the purchaser of such Repurchased Inventory, free and clear of any liens, claims or other encumbrances caused by the Sellers upon the sale of such Repurchased Inventory by Purchaser. (iii) Upon notice to Sellers’ Representative specifying in reasonable detail the basis therefor, Purchaser may set-off any amount to which it may be entitled under this Section 10(a) against amounts otherwise payable under Section 4. The exercise of a right of set-off by Purchaser in good faith, whether or not ultimately determined to be justified, will not constitute a breach of Section 4. Neither the exercise of, nor the failure to exercise, such right of set-off will constitute an election of remedies or limit Purchaser in any manner in the enforcement of any other remedies that may be available to it. In the event that any suit or action is instituted by Seller or Sellers’ Representative in relation to the exercise of a right of set-off by Purchaser hereunder, the prevailing party in such dispute shall be entitled to recover from the losing party all reasonable fees, costs and expenses of such prevailing party incurred in connection with such dispute.

Accounts Receivable; Inventory. (i) If, as of the close of business on the one-hundred eightieth (180th) 180th day following the Closing Date, Purchaser shall not have collected the full face amount of the Accounts Receivable reflected in the Actual Net Working CapitalReceivable, then the Sellers jointly and severally agree Seller agrees that Purchaser may, at the Purchaser’s option, may assign good and marketable title to any unpaid Accounts Receivable to the Sellers Seller, free and clear of any Encumbrancesliens, claims or other encumbrances, and shall promptly make payment to Purchaser in case by wire transfer of immediately available funds of receive a credit for the uncollected amount of such Accounts Receivable (less adjustments for bad debts on in the books form of the Company as of the Closing)a set-off against amounts otherwise payable by Purchaser under this Agreement in accordance with Section 15(c)(iii) below. Purchaser shall use commercially reasonable efforts after the Closing to collect all Accounts Receivable and which efforts shall be no less than the efforts generally utilized by Purchaser with respect to its own accounts receivableReceivable, but Purchaser shall not be required to commence any legal action in connection with such collection efforts. Upon the assignment of any such unpaid Accounts Receivable, (A) Sellers’ Representative Seller may take such commercially reasonable actions, at the Sellers’ Seller’s sole cost and expense, as Sellers’ Representative Seller deems advisable with respect to the collection thereof, (B) all proceeds from such collection actions shall be the property of SellersSeller, and (C) any sums paid to Purchaser on account of such assigned Accounts Receivable shall be promptly paid to Seller or as Sellers’ Representative directs. All costs relating to the assignment of the receivables (including fees of the process servers) pursuant to this Section 10(a) shall be borne by the Sellers and promptly reimbursed by the Sellers to Purchaser or as Purchaser Seller directs. (ii) If (A) any of the Inventory (other than with respect to adidas) reflected in the Actual Net Working Capital is not sold within eleven (11) months following the Closing Date or (B) any of the Inventory with respect to adidas reflected in the Actual Net Working Capital is not sold within thirteen (13) months following the Closing Date, then Seller agrees that Purchaser shall receive a credit for the Sellers jointly and severally agree that, at Purchaser’s option, the Sellers shall promptly make payment to Purchaser in cash by wire transfer of immediately available funds in an amount equal to the value cost of such Inventory (as reflected in the Actual Net Working Capital)Final Closing Balance Sheet) in the form of a set-off against amounts otherwise payable by Purchaser under this Agreement in accordance with Section 15(c)(iii) below. Purchaser shall cause the Company to use reasonable efforts after the Closing to sell the Inventory in the ordinary course of business and consistent with past practices of the US Business and to the extent practical, prior to the sale of any inventory that is acquired by the Purchaser after the Closing DateBusiness. Any Inventory not sold with such 11-month period for which Purchaser has received a credit hereunder shall be, at Seller’s option (which option shall be exercised by delivery of written notice to Purchaser within sixty (60) days following receipt of the notice to Seller pursuant to Section 15(c)(iii) below), assigned and delivered, at the Sellers’ Seller’s expense, to Sellers Seller with an appropriate and customary bxxx xxxx of sale evidencing assignment of good and marketable title to such Inventory (the “Repurchased Inventory”), free and clear of any liens, claims or other encumbrances. All proceeds, if any, received by the Company or Purchaser from the sale of items of Inventory for which Purchaser has received a credit hereunder shall be promptly paid to Sellers Seller or as the Sellers’ Representative Seller directs. The Sellers may elect to store such unsold inventory at the US Business’ facility on a rent-free basis until such Inventory is sold by Sellers. Purchaser agrees to sell such Repurchased Inventory under its own name in the ordinary course of business and on a first in-first out basis, and the net sales proceeds thereof, if any, shall be paid to the Sellers to the extent of the cost of such Repurchased Inventory as reflected in the Actual Net Working Capital, any net sales proceeds which exceed such cost as to each item of Repurchased Inventory shall be retained by Purchaser, and the Sellers shall deliver good and marketable title to the purchaser of such Repurchased Inventory, free and clear of any liens, claims or other encumbrances caused by the Sellers upon the sale of such Repurchased Inventory by Purchaser. (iii) Upon notice to Sellers’ Representative Seller specifying in reasonable detail the basis therefor, Purchaser may set-off any amount to which it may be entitled under this Section 10(a) 15(c), on a dollar-for-dollar basis, against amounts otherwise payable under Section 48. The exercise of a right of set-off by Purchaser in good faith, whether or not ultimately determined to be justified, will not constitute a breach of Section 48; provided, however, that in the event that any such set-off by Purchaser is ultimately determined not to be justified, Purchaser shall pay, in addition to such damages and restitution awarded by a court or arbitrator with jurisdiction over such matter, interest on any unpaid amount determined by such court or arbitrator to be due and payable hereunder as a rate equal to the prime rate published from time to time by the Wall Street Journal from and after the date of such set-off by Purchaser to the date of payment of such amount determined by such court or arbitrator to be due and payable hereunder. Neither the exercise of, nor the failure to exercise, such right of set-off will constitute an election of remedies or limit Purchaser in any manner in the enforcement of any other remedies that may be available to it. In the event that any suit or action is instituted by Seller or Sellers’ Representative in relation to the exercise of a right of set-off by Purchaser hereunder, the prevailing party in such dispute shall be entitled to recover from the losing party all reasonable fees, costs and expenses of such prevailing party incurred in connection with such dispute.