Common use of DISPOSAL OF STOCK Clause in Contracts

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. (a) With respect to trading card product, within seven (7) months following the initial release of each series of Licensed Product, except as otherwise approved by NBAP in writing, LICENSEE shall destroy printing plates and any such Licensed Product on hand. In the alternative, LICENSEE may sell or resell such Licensed Product with NBAP's permission, not to be unreasonably withheld. LICENSEE shall be entitled to retain for its purposes up to one hundred (100) cases of each Licensed Product each Contract Year. Any Licensed Product returned after seven (7) months of its initial ship date shall be destroyed within ninety (90) days of receipt by LICENSEE. In the alternative, LICENSEE may sell or resell such Licensed Product with NBAP's permission, not to be unreasonably withheld. Upon providing to the Licensor the Statement and where this Agreement has not been terminated by the Licensorrequest, the Licensee must contemporaneously advise the Licensor in writing LICENSEE shall provide NBAP with evidence of the Licenseedestruction of such product or components. Upon expiration (but not termination except with the prior approval of NBAP which shall not be unreasonably withheld if such termination is unrelated to LICENSEE's proposal for disposal breach of Paragraphs 3,7,9 or 11 (c) above), any Licensed Product on hand at the end of the said sell-off period or subsequently returned to LICENSEE (or unfinished components of Licensed Commodities prior to the expiration of the TermProducts) shall be destroyed by LICENSEE at its cost, no later than thirty (30) days thereafter. (b) Upon With respect to stickers, sixty (60) days before the expiration or termination of this Agreement for whatever reasonand ten (10) days after any termination under Paragraphs 9 or 13, the Licensee must: (i) provide Panini will furnish to the Licensor on the date of termination or expiration, NBAP a Statement certificate showing the number and description of all Licensed Commodities Products on hand or in process of manufacture. After expiration or termination of this Agreement, marketingPanini shall have no further right to manufacture, saleauthorize any third party to manufacture, distributionadvertise, usedistribute, wholesale sell, promote or otherwise deal in any Licensed Products or use the Licensed Marks or Licensed Attributes except as provided below. For a period of ninety (90) days following the expiration (but not after termination except with the prior approval of NBAP which shall not be unreasonably withheld if such termination is unrelated to LICENSEE's breach of Paragraphs 3,7,9 or 11(c) above) of this Agreement, Panini may sell-off and retail deliver completed Licensed Products which are on hand at the time of such expiration or termination(the "Sell-Off Period"); and provided, however that (i) the total number of units of each Licensed Product sold during the Sell-Off Period may not be greater than one hundred ten percent (110%) of the total number of units of such Licensed Product on hand on the same date the preceding Contract Year, (ii) make payment within 14 days such Licensed Products may only be sold in accordance with this Agreement and in the normal course of termination or expiration to the Licensor of all royalty payments or other moneys due to the Licensor in respect of all Licensed Commodities. business and at regular selling prices, (iii) the Licensee pay all payments then due are first made to NBAP and (iv) statements and payments with respect to the Licensor immediately Sell-Off Period are made in accordance with this Agreement NBAP shall have the option to conduct physical inventories before the expiration of this Agreement until the end of the Sell-Off Period in order to verify such sum as may be agreed whether payable as a lump sum or by way of royalty for the inventory and/or statements. If Panini refuses to permit such physical inventory, Panini shall forfeit its right to dispose of Licensed Commodities its inventory. After such Sell-Off Period, all inventory on hand or in process of manufacture, marketing, sale, distribution, use, wholesale (including all promotional 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: (Apackaging materials) the Licensee must will 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 produceddestroyed.

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 After the expiration or termination of this Agreement for whatever reasonin accordance with sections 7.1 or 7.2 (a), Licensee shall have no further right to manufacture, advertise, distribute, sell, or otherwise deal in any Brand Merchandise except as hereinafter provided. Upon such expiration or termination, Licensor shall have the right (but not the obligation) to purchase all existing inventories of Brand Merchandise, which right shall be exercised, if at all, upon written notice to Licensee must: (i) provide to the Licensor on the date of delivered within 30 days following such termination or expirationexpiration (the "Option Period"). This option (the "Inventory Purchase Option") may be exercised only once, for all or any portion of the available inventory of Brand Merchandise. If Licensor exercises such option, Licensor shall pay to Licensee within 30 days following expiration of the Option Period a Statement showing sum equal to Licensee's cost, in cash, against delivery to Licensor of the number and description inventory so purchased. In the event such Inventory Purchase Option is not exercised, Licensee shall dispose of all Licensed Commodities finished Brand Merchandise 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 , in an orderly fashion, for a period not to exceed 180 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 days, provided all further payments due with respect to such 180 day period are made in accordance with paragraph 4 hereof. (b) If this Agreement may is terminated for any reason set forth in section 7.2 (b) or (c), and the Inventory Purchase Option is not produce more merchandise using exercised by Licensor then Licensee shall have no rights of disposal under the Licensed Property but may sell previous paragraph and Licensee shall immediately upon expiration of the Option Period ship to Licensor, without cost to Licensor, all existing inventory of Brand Merchandise and all items utilized in the manufacture of Brand Merchandise 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 Brand Merchandise remaining and on hand, which shall be certified by an officer of Licensee. Licensor's receipt of such inventory, written inventory and other materials shall not constitute a waiver by Licensor of its right to recover any stock it has already producedamounts due Licensor or a waiver of its right to exercise any other remedies which are provided by law or this Agreement.

DISPOSAL OF STOCK. Sixty (a60) 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 days before the expiration of the Term. (b) Upon the expiration or termination of this Agreement for whatever reasonand ten (10) days after any termination under Paragraphs 9 or 13, the Licensee must: (i) provide LICENSEE will furnish to the Licensor on the date of termination or expiration, NBAP a Statement certificate showing the number and description of all Licensed Commodities Products on hand or in process of manufacture. After expiration or termination of this Agreement, marketingLICENSEE shall have no right to, salenor allow any third party to, distributionmanufacture, useadvertise, wholesale distribute, sell, promote or otherwise deal in any Licensed Products or use the Licensed Marks (and retail LICENSEE shall not engage in any such activity) except as provided below. For a period of ninety (90) days following the expiration (but not after the termination) of this Agreement, LICENSEE may sell-off and deliver Licensed Products which are on hand or in process at the time of such expiration or termination(the "Sell-Off Period"); and provided, however that (i) the total number of units of each Licensed Product sold during the Sell-Off Period may not be greater than one hundred ten percent (110 %) of the total number of units of such Licensed Product on hand the same date the preceding Contract Year, (ii) make payment within 14 days such Licensed Products may only be sold in accordance with this Agreement and in the course of termination or expiration to the Licensor of all royalty payments or other moneys due to the Licensor in respect of all Licensed Commodities. business and at regular selling prices, (iii) the Licensee pay all payments then due are first made to NBAP and (iv) statements and payments with respect to the Licensor immediately Sell-Off Period are made in accordance with this Agreement. NBAP shall have the option to conduct physical inventories before the expiration of this Agreement until the end of the Sell-Off Period in order to verify such sum as may be agreed whether payable as a lump sum or by way of royalty for the inventory and/or statements. If LICENSEE refuses to permit such physical inventory, LICENSEE shall forfeit its right to dispose of Licensed Commodities Products under this Paragraph. After such Sell-Off Period, all inventory on hand or in process of manufacture, marketing, sale, distribution, use, wholesale (including all promotional and retail within the period of 28 days or such other period as is agreed from the date of expiration or termination of packaging materials) will be destroyed. LICENSEE shall have no sell-off rights in event this Agreement upon the following conditions: (A) the Licensee must be entitled to complete manufacture of any Licensed Commodities in is terminated the process (including all promotional and packing materials) will be destroyed. Any destruction 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 Licensed Product required pursuant 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 producedshall be attested to in a certificate signed by one of LICENSEE's officers.