DISPOSAL OF STOCK. (a) Upon providing to the Licensor the Statement and where this Agreement has not been terminated by the Licensor, the Licensee must contemporaneously advise the Licensor in writing of the Licensee's proposal for disposal of the said Licensed Commodities prior to the expiration of the Term.
(b) Upon the expiration or termination of this Agreement for whatever reason, the Licensee must:
(i) provide to the Licensor on the date of termination or expiration, a Statement showing the number and description of all Licensed Commodities on hand or in process of manufacture, marketing, sale, distribution, use, wholesale and retail at the time of such expiration or termination; and
(ii) make payment within 14 days of termination or expiration to the Licensor of all royalty payments or other moneys due to the Licensor in respect of all Licensed Commodities.
(iii) the Licensee pay to the Licensor immediately such sum as may be agreed whether payable as a lump sum or by way of royalty for the right to dispose of Licensed Commodities on hand or in process of manufacture, marketing, sale, distribution, use, wholesale and retail within the period of 28 days or such other period as is agreed from the date of expiration or termination of this Agreement upon the following conditions:
(A) the Licensee must be entitled to complete manufacture of any Licensed Commodities in the process of manufacture at the time of expiration or termination of this Agreement; and
(B) during such period and at the expiration of that the Licensee must pay to the Licensor all royalties due to the Licensor;
(c) For the avoidance of doubt, the Licensee may at the time of termination or expiration of this Agreement may not produce more merchandise using the Licensed Property but may sell any stock it has already produced.
DISPOSAL OF STOCK. Vendor shall have the right to dispose of Licensed Articles which remain on hand for a period of THIRTY (30) days following the expiration, but not termination, of this Agreement. All such sales shall be the normal course of business and at marketable selling prices. Vendor shall submit all statements and/or royalty payments due under this Agreement with regard to sales pursuant to this Section 12.
DISPOSAL OF STOCK. After termination of this Agreement, Licensee shall have no further right to manufacture, authorize any third party to manufacture, advertise, distribute, sell, promote or otherwise deal in any Licensed Products or use the Licensed Marks except as provided below. For a period of one hundred and eighty (180) days following the effective date of termination of this Agreement, Licensee may sell-off and deliver completed Licensed Products which are on hand at the effective date of termination (the SELL-OFF PERIOD), Licensor shall have the option to conduct physical inventories before the termination of this Agreement until the end of the Sell-Off Period in order to verify disposal of stock. If Licensee refuses to permit such physical inventory, Licensee shall forfeit its right to dispose of its inventory. Upon termination of the Agreement or after the Sell-Off Period, as the case may be, all inventory on hand or in process (including all promotional and packaging materials) will either be returned to Licensor or destroyed and Licensee shall deliver to Licensor a certified statement signed by Licensee's President or Chief Financial Officer that such materials have been returned to Licensor or destroyed.
DISPOSAL OF STOCK. No Borrower shall, nor shall any Borrower permit any of its Subsidiaries to, directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any shares of Capital Stock or other equity Securities of any Borrower or any of its Subsidiaries.
DISPOSAL OF STOCK. After expiration or termination of this Agreement, SPALDING shall have no further right to manufacture, advertise, distribute, sell or otherwise deal in any articles which use the Licensed Marks except as hereinafter provided. Upon expiration of this Agreement (but not upon termination under Paragraphs 14 or 18 hereof), SPALDING may dispose of Licensed Products which are on hand or in process at the time of such expiration, but only in the normal course of business and at regular selling prices for a period of one hundred eighty (180) days thereafter, provided all payments then due are first made to NBAP and statements and payments with respect to that one hundred eighty (180) day period are thereafter made in accordance with Paragraph 6 hereof. NBAP shall have the option to conduct physical inventories before termination and continuing until the end of the 180-day sell-off period in order to ascertain or verify such inventory and/or statement. In the event SPALDING refuses to permit such physical inventory, SPALDING shall forfeit its right hereunder to dispose of its inventory.
DISPOSAL OF STOCK. Except as otherwise provided in this Section 15, ----------------- after the termination or expiration of this Agreement, Licensee shall have no further right to manufacture, distribute, sell, exploit or otherwise deal in any articles which utilize the Logos. Within thirty (30) days after the expiration or termination of this Agreement, Licensee shall deliver to the LPGA a statement indicating the number and description of the Licensed Products on hand or in process as of the date of such statement. During the period of three hundred sixty (360) days immediately following the expiration or termination of this Agreement, Licensee may dispose of products or materials which are on hand or in process at the time of such expiration or termination, but only in the normal course of business and at regular or reasonably discounted selling prices. All such sales shall be subject to the terms and conditions of this Agreement. Licensee may remove the Logos from any such products or materials and shall be free to sell or dispose of such products or materials in any manner it sees fit as long as identification of the LPGA is not possible.
DISPOSAL OF STOCK. (a) Subject to the receipt of a favorable ruling from the Internal Revenue Service that such a limitation is not inconsistent with any ruling issued to Willxxxx xxxarding the tax-free treatment of the Spin-off, Willxxxx xxxees not to Transfer any Registrable Securities for a period of three years from the date of this Agreement. Willxxxx xxxl use its reasonable efforts to request, and to diligently pursue the issuance of, such ruling as soon as is practicable.
(b) In any event, Willxxxx xxxl notify the Company of its intent to pursue a Transfer of Registrable Securities. In reaching any determination as to market conditions for Transfer of Registrable Securities, Willxxxx xxx the Company will consult, taking into consideration in the determination of market conditions any plans of the Company to issue equity or debt and, on advice of experts, assess the likely impact of such issuance on market conditions for Transfer of Registrable Securities. Through the third anniversary of this Agreement, Willxxxx xxxl utilize a financial advisor reasonably acceptable to the Company for any Transfer of Registrable Securities.
DISPOSAL OF STOCK. Except for any sale of 100% of the capital stock or other equity Securities of any of its Subsidiaries in compliance with the provisions of subsection 7.7(vi), Company shall not:
(i) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any shares of capital stock or other equity Securities of any of its Subsidiaries, except to qualify directors if required by applicable law; or
(ii) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any shares of capital stock or other equity Securities of any of its Subsidiaries (including such Subsidiary), except to Company, another wholly-owned Domestic Subsidiary of Company, or to qualify directors if required by applicable law.
DISPOSAL OF STOCK. 13.3.1 INTER PARFUMS shall be entitled to commercialise such Products as were already manufactured or in the process of manufacture at the Expiration Date of the Agreement for 6 (six) months after the term hereof. INTER PARFUMS shall send to LACROIX within 15 (fifteen) days as from the Expiration Date of the Agreement a statement of stocks of the Product remaining to be disposed of, it being specified that the said stocks shall not be of a greater volume than the sales of the Products over a 6 (six) month period. The said volume shall be calculated on the basis of mean output recorded during the 6 (six) months preceding the expiration of the Agreement. The remainder of the Products shall be disposed of within 6 (six) months after the expiration of the Agreement, in accordance with the contractual terms of sale and via the sales networks previously used or similar networks. INTER PARFUMS shall draw up a statement of sales thus made at the earliest 6 (six) months after the Agreement has expired and shall pay the corresponding royalties to LACROIX, excluding any sales made to LACROIX at cost price. INTER PARFUMS undertakes to return at cost price the advertising material in stock at the date the Agreement expires.
13.3.2 If at the end of the 6 (six) month period, INTER PARFUMS has not disposed of all its stock, the Parties agree as follows: o LACROIX may, at its option alone, decide whether or not to purchase at cost price those Products not sold by INTER PARFUMS. o If the unsold Products are not bought back from INTER PARFUMS, the Parties shall seek an amicable solution in their common interest.
13.3.3 LACROIX may purchase the moulds for the Products from INTER PARFUMS for a price corresponding to their net book value at the date the Agreement expires.
DISPOSAL OF STOCK. (a) After the expiration or termination of this AGREEMENT, LICENSEE shall have no further right to manufacture, advertise, distribute, sell, or otherwise deal in any LICENSED ARTICLES except as hereinafter provided. Upon such expiration or termination, LICENSEE may dispose of finished LICENSED ARTICLES on hand or in process at the time of such expiration or termination, for a period of ninety (90) days thereafter, provided all further payments due with respect to that ninety (90) day period are made in accordance with paragraph 3 hereof.
(b) If this AGREEMENT is terminated for any reason excepted in the previous paragraph, then LICENSEE shall have no rights of disposal under the previous paragraph and LICENSEE shall immediately ship to PAISANO, without cost to PAISANO, all existing inventory of LICENSED PRODUCTS and all items utilized in the manufacture of LICENSED ARTICLES and within its control, except for those items which contain information proprietary to LICENSEE (e.g. positive films) and all trade dress and containers embodying the property along with a written inventory of LICENSED ARTICLES remaining and on hand, which shall be certified by an officer of LICENSEE. PAISANO's receipt of such inventory, written inventory and other materials shall not constitute a waiver by PAISANO of its right to recover any amounts due PAISANO or a waiver of its right to exercise any other remedies which are provided by law or this AGREEMENT.
