Disposition of Inventory upon Expiration Sample Clauses

Disposition of Inventory upon Expiration. Notwithstanding the provisions of Section K(5), if this Agreement expires in accordance with its terms, and is not terminated for cause by UM, the provisions of this Section K(6) shall apply. If the Licensee delivers to UM on or before the date 30 days prior to the expiration of this Agreement a written inventory listing, on a Licensed Product-by-Licensed Product basis, all Licensed Products in the Licensee’s possession, custody, or control as of the date of such inventory, the Licensee shall have the [*****] right to sell any Licensed Products listed on such inventory for a period of 90 days immediately following such expiration, subject to the payment of royalties to UM on any such sales in accordance with the terms of this Agreement. Following the expiration of said sell-off period, the Licensee shall, at UM’s option, either deliver its remaining inventory of the Licensed Products to UM or UM’s designated representative, or destroy its remaining inventory of the Licensed Products and supply UM with a notarized certificate of destruction. The Licensee shall pay percentage royalties and percentage Marketing Expense Contributions on all Licensed Products sold by the Licensee during said sell-off period even if the Licensee has not earned out 100% of any Guaranteed Royalty Amount payments or Advance Marketing Expense Contributions made by the Licensee pursuant to this Agreement. UM shall have the right (but not the obligation) to buy any or all of the License Products listed on such inventory at the Licensee’s cost of manufacture. The sell-off right granted the Licensee under this Section K(6) shall in no event apply to a quantity of any Licensed Product exceeding 50% of the Licensee’s average quarterly unit sales of such Licensed Product during the one-year period immediately preceding the expiration of this Agreement. If the Licensee breaches the provisions of this Section K(6) by selling the Licensed Products after the sell-off period, the Licensee shall pay UM, as liquidated damages, and not as a penalty, a percentage royalty three times the percentage royalty specified in subparagraph 4(b).
Sample 1
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Disposition of Inventory upon Expiration. Notwithstanding the provisions of subsection 11. (f), if this Agreement expires in accordance with its terms and is not terminated for a breach by Licensee, Licensee shall have the right to sell Products on hand or in the process of manufacture as of such expiration or termination for a period of ninety (90) days immediately following expiration, subject to payment of royalties to Licensee on any such sales and compliance with all the terms of this Agreement. The sell-off right granted to Licensee is expressly conditioned on Licensee's providing Licensor with an accurate total of inventory of Products on hand and on Licensor's having the right to conduct a physical inventory in order to verify such inventory. In the event Licensee fails to provide such inventory to Licensor, and/or refuse to permit Licensor to conduct a physical inventory, the terms of subsection 11. 9f) will control. Upon expiration of the sell-off period all remaining Products shall upon Licensor's option be sold to Licensor Licensee's direct cost of manufacture, excluding overhead, or Licensee shall destroy the Products and furnish Licensor with a sworn certification of destruction.
Sample 1
Disposition of Inventory upon Expiration. Notwithstanding the provisions of Section K(5), if this Agreement expires in accordance with its terms, and is not terminated for cause by Titan, the provisions of this Section K(6) shall apply. If the Licensee delivers to Titan on or before the date 30 days prior to the expiration of this Agreement a written inventory listing, on a Licensed Product-by-Licensed Product basis, all Licensed Products in the Licensee's possession, custody, or control as of the date of such inventory, the Licensee shall have the non-exclusive right to sell any Licensed Products listed on such inventory for a period of 120 days immediately following such expiration, subject to the payment of royalties to Titan on any such sales in accordance with the terms of this Agreement. Titan shall have the right (but not the obligation) to buy any or all of the Licensed Products listed on such inventory at the Licensee's cost of manufacture. The sell-off right granted the Licensee under this Section K(6) shall in no event apply to a quantity of any Licensed Product exceeding 50% of the Licensee's average quarterly unit sales of such Licensed Product during the one-year period immediately preceding the expiration of this Agreement.
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Disposition of Inventory upon Expiration. Notwithstanding the -------------------------------------------- provisions of subsection 11.(f), if this Agreement expires in accordance with its terms and is not terminated for a breach by Licensee, Licensee shall have the right to sell Products on hand or in the process of manufacture as of the date of such expiration or termination for a period of ninety (90) days immediately following expiration, subject to payment of royalties to Licensor on any such sales and compliance with all the terms of this Agreement. The sell-off right granted to Licensee is expressly conditioned on Licensee's providing Licensor with an accurate total of all inventory of Products on hand and on Licensor's having the right to conduct a physical inventory in order to verify such inventory. In the event Licensee fails to provide such inventory to Licensor, and/or refuses to permit Licensor to conduct a physical inventory, the terms of subsection 11.
Sample 1
Disposition of Inventory upon Expiration. Notwithstanding the provisions of Section L(4), if this Agreement expires in accordance with its terms, and is not terminated for cause by Titan, the provisions of this Section L(5) apply. If the Licensee delivers to Titan on or before thirty (30) days prior to the expiration of this Agreement, a written inventory listing, on a Licensed Product-by-Licensed Product basis, all Licensed Products in the Licensee's possession, custody, or control as of the date of such inventory, the Licensee shall have the non-exclusive right to sell any Licensed Products listed on such inventory for a period of ninety (90) days immediately following such expiration7 subject to the payment of royalties to Titan on any such sales in accordance with the terms of this Agreement. Titan shall have the right (but not the
Sample 1
Disposition of Inventory upon Expiration. Notwithstanding the provisions of Section K(5), if this Agreement expires in accordance with its terms, and is not terminated for cause by Licensor, the provisions of this Section K(6) shall apply. If the Licensee delivers to Licensor on or before the date 30 days prior to the expiration of this Agreement a written inventory listing, on a Licensed Product-by-Licensed Product basis, all Licensed Products in the Licensee's possession, custody, or control as of the date of such inventory, the Licensee shall have the non-exclusive right to sell any Licensed Products listed on such inventory for a period of 90 days immediately following such expiration, subject to the payment of royalties to Licensor on any such sales in accordance with the terms of this Agreement. The Licensee shall pay percentage royalties on all Licensed Products sold by the Licensee during said sell-off period. Licensor shall have the right (but not the obligation) to buy any or all of the Licensed Products listed on such inventory at the Licensee's cost of manufacture. The sell-off right granted the Licensee under this Section K(6) shall in no event apply to a quantity of any Licensed Product exceeding 50% of the Licensee's average quarterly unit sales of such Licensed Product during the one-year period immediately preceding the expiration of this Agreement.
Sample 1
Disposition of Inventory upon Expiration. Notwithstanding the provisions of Section 13(f) above, if this Agreement expires in accordance with its terms or is terminated by LICENSEE in accordance with Section 13(c) above, LICENSEE shall have the right to sell the Licensed Products on hand as of the date of such expiration or termination, for a period of ninety (90) days immediately following such expiration or termination, subject to payment of royalties to LICENSOR on any such sales and compliance with all the terms of this Agreement. The sell-off right granted to LICENSEE is expressly conditioned on LICENSEE's providing LICENSOR, within ten (10) days of the expiration or termination of this Agreement, with an accurate inventory of all Licensed Products on hand at the time of expiration or termination. Following the sell-off period, at LICENSOR’s option and at LICENSEE’s expense, LICENSEE shall either: (i) deliver to LICENSOR all packages, labels, signage, stationery and other materials bearing the Trademark which are in LICENSEE’s possession or control, or (ii) remove from all items in LICENSEE’s possession or control, and destroy, all packages, labels, signage, stationery and other materials bearing the Trademark.
Sample 1
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Related to Disposition of Inventory upon Expiration

  • Location of Inventory Except as set forth in Schedule 4.25, the Inventory of Borrowers and their Subsidiaries is not stored with a bailee, warehouseman, or similar party and is located only at, or in-transit between, the locations identified on Schedule 4.25 to this Agreement (as such Schedule may be updated pursuant to Section 5.14).

  • Location of Inventory and Equipment The Inventory and Equipment are not stored with a bailee, warehouseman, or similar party (without Foothill's prior written consent) and are located only at the locations identified on Schedule 6.12 or otherwise permitted by Section 6.12.

  • Administration of Inventory Borrower shall keep records of its and its Subsidiaries’ Inventory which records shall be complete and accurate and complete in all material respects. Borrower shall furnish to Agent Inventory reports concurrently with the delivery of each Borrowing Base Certificate described in subsection 8.1.4 or more frequently as requested by Agent, which reports will be in such other format and detail as Agent shall request and shall include a current list of all locations of Borrower’s Inventory. Borrower shall conduct a physical inventory no less frequently than annually and shall provide to Agent a report based on each such physical inventory promptly thereafter, together with such supporting information as Agent shall reasonably request.

  • Termination of Investment The obligation of the Investor to make an Advance to the Company pursuant to this Agreement shall terminate permanently (including with respect to an Advance Date that has not yet occurred) in the event that (i) there shall occur any stop order or suspension of the effectiveness of the Registration Statement for an aggregate of fifty (50) Trading Days, other than due to the acts of the Investor, during the Commitment Period, and (ii) the Company shall at any time fail materially to comply with the requirements of Article VI and such failure is not cured within thirty (30) days after receipt of written notice from the Investor, provided, however, that this termination provision shall not apply to any period commencing upon the filing of a post-effective amendment to such Registration Statement and ending upon the date on which such post effective amendment is declared effective by the SEC.

  • Sale of Inventory Purchaser shall purchase (or shall cause its Affiliates to purchase) the Inventory in separate transactions in accordance with the terms and conditions contained in the Supply Agreement. It is agreed and understood by and between the Parties that the Purchase Price does not include the Inventory.

  • Transfer to Lower Paid Duties Where an employee is transferred to lower paid duties by reason of redundancy the same period of notice must be given as the employee would have been entitled to if the employment had been terminated and the employer may at the employer’s option, make payment in lieu thereof of an amount equal to the difference between the former ordinary time rate of pay and the new ordinary time rate for the number of weeks of notice still owing.

  • Accounts Receivable and Payable The accounts receivable reflected on the Financial Statements arose in the ordinary course of business and, except as reserved against on the Financial Statements, are collectible in the ordinary course of business and consistent with past practices, free of any claims, rights or defenses of any account debtor. No accounts payable of the Company are over forty-five (45) days old.

  • Minimum Consolidated Tangible Net Worth Borrower shall not permit Consolidated Tangible Net Worth to be less than $600,000,000 plus eighty-five percent (85%) of the Net Proceeds of any Equity Issuance received after the Agreement Execution Date.

  • Minimum Consolidated Net Worth The Borrower will not permit its Consolidated Net Worth at any time to be less than the sum of (i) $250,000,000 plus (ii) thirty percent (30%) of the sum of the Consolidated Net Income of the Borrower (with any consolidated net loss during any fiscal quarter counting as zero) for each fiscal quarter of the Borrower commencing with the fiscal quarter of the Borrower ending June 30, 1997.

  • As to Equipment and Inventory Grantor hereby agrees that it shall: (a) keep all the Equipment and Inventory (other than Inventory in transit and Inventory sold in the ordinary course of business) at the places therefor specified in Section 3.1.1 or, upon 30 days' prior written notice to Agent, at such other places in a jurisdiction where all representations and warranties set forth in Article III (including Section 3.1.6) shall be true and correct, and all action required pursuant to the first sentence of Section 4.1.7 shall have been taken with respect to the Equipment and Inventory; (b) with respect to any Equipment or Inventory in the possession or control of any Third Party or any of Grantor's agents, notify such Third Party or agent of Agent's security interest in such Equipment or Inventory and, upon Agent's request following the occurrence and during the continuance of an Event of Default, direct such Third Party or agent to hold all such Equipment or Inventory for Agent's account and subject to Agent's instructions; (c) cause the Equipment to be maintained and preserved in the same condition, repair and working order as when new, ordinary wear and tear excepted, and in accordance with any manufacturer's manual; and forthwith, or in the case of any material loss or damage to any of the Equipment, as quickly as practicable after the occurrence thereof, make or cause to be made all repairs, replacements, and other improvements in connection therewith which are necessary or desirable to such end; and promptly furnish to Agent a statement respecting any loss or damage to any of the Equipment within ten (10) business days after Grantor obtains knowledge of any such loss or damage; and (d) pay promptly when due all property and other taxes, assessments and governmental charges or levies imposed upon, and all claims (including claims for labor, materials and supplies) against, the Equipment and Inventory, except to the extent the validity thereof is being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with Generally Accepted Accounting Principles have been set aside.

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