Common use of Effect of Expiration/Termination Clause in Contracts

Effect of Expiration/Termination. Upon expiration or sooner termination of this Agreement, for any reason, COMPANY shall promptly purchase or arrange for the purchase from DISTRIBUTOR at DISTRIBUTOR’s cost (including freight costs), F.O.B. DISTRIBUTOR’s distribution center, all of DISTRIBUTOR’s inventory of the Proprietary Products and any labeling and packaging materials used in connection with the Proprietary Products. COMPANY will purchase or cause to be purchased perishable Proprietary Products within [CONFIDENTIAL](98) days after the effective date of termination of this Agreement or by the expiration date of such Proprietary Product, whichever is earlier, and all nonperishable Proprietary Products within [CONFIDENTIAL](99) days after the effective date of termination of this Agreement. In addition, if this agreement is terminated due to COMPANY’s breach or default, COMPANY shall reimburse to DISTRIBUTOR all other reasonable out-of-pocket costs and expenses (not to exceed an amount equal to [CONFIDENTIAL](100) of the Markup on each Product unless DISTRIBUTOR receives COMPANY’s prior written consent) incurred by DISTRIBUTOR in selling, returning or otherwise disposing of such Proprietary Products. DISTRIBUTOR shall provide COMPANY with documentation or other proof that any such costs and expenses were incurred by DISTRIBUTOR. Termination of this Agreement shall not relieve either party of any obligation or liability which accrues prior to the effective date of termination (including, but not limited to, obligations related to the payment of COMPANY’s accounts receivable or accounts payable and the purchase of excess inventories). Notwithstanding the foregoing provisions of this Section 6.03 to the contrary, if this Agreement is terminated due to DISTRIBUTOR’s breach or default or expires in accordance with the provisions of Section 6.01, COMPANY shall have the obligation to purchase, or shall direct the replacing distributor or other suitable purchaser to purchase, from DISTRIBUTOR only such inventory of the Proprietary Products which is merchantable and saleable but COMPANY shall have no obligation to reimburse DISTRIBUTOR for its out-of-pocket costs and expenses related to selling, returning or otherwise disposing of such Proprietary Products.

Effect of Expiration/Termination. Upon expiration or sooner termination of this Agreement, for any reason, COMPANY shall promptly purchase or arrange for the purchase from DISTRIBUTOR at DISTRIBUTOR’s cost (including freight costs), F.O.B. DISTRIBUTOR’s distribution center, all of DISTRIBUTOR’s inventory of the Proprietary Products and any labeling and packaging materials used in connection with the Proprietary Products. COMPANY will purchase or cause to be purchased perishable Proprietary Products within [CONFIDENTIAL](98CONFIDENTIAL](89) days after the effective date of termination of this Agreement or by the expiration date of such Proprietary Product, whichever is earlier, and all nonperishable Proprietary Products within [CONFIDENTIAL](99CONFIDENTIAL](90) days after the effective date of termination of this Agreement. In addition, if this agreement is terminated due to COMPANY’s breach or default, COMPANY shall reimburse to DISTRIBUTOR all other reasonable out-of-pocket costs and expenses (not to exceed an amount equal to [CONFIDENTIAL](100CONFIDENTIAL](91) of the Markup on each Product unless DISTRIBUTOR receives COMPANY’s prior written consent) incurred by DISTRIBUTOR in selling, returning or otherwise disposing of such Proprietary Products. DISTRIBUTOR shall provide COMPANY with documentation or other proof that any such costs and expenses were incurred by DISTRIBUTOR. Termination of this Agreement shall not relieve either party of any obligation or liability which accrues prior to the effective date of termination (including, but not limited to, obligations related to the payment of COMPANY’s accounts receivable or accounts payable and the purchase of excess inventories). Notwithstanding the foregoing provisions of this Section 6.03 to the contrary, if this Agreement is terminated due to DISTRIBUTOR’s breach or default or expires in accordance with the provisions of Section 6.01, COMPANY shall have the obligation to purchase, or shall direct the replacing distributor or other suitable purchaser to purchase, from DISTRIBUTOR only such inventory of the Proprietary Products which is merchantable and saleable but COMPANY shall have no obligation to reimburse DISTRIBUTOR for its out-of-pocket costs and expenses related to selling, returning or otherwise disposing of such Proprietary Products.relieve

Effect of Expiration/Termination. Upon expiration or sooner termination of this Agreement, for any reason, COMPANY shall promptly purchase or arrange for the purchase from DISTRIBUTOR at DISTRIBUTOR’s cost (including freight costs), F.O.B. DISTRIBUTOR’s distribution center, all of DISTRIBUTOR’s inventory of the Proprietary Products and any labeling and packaging materials used in connection with the Proprietary Products. COMPANY will purchase or cause to be purchased perishable Proprietary Products within [CONFIDENTIAL](98CONFIDENTIAL](77) days after the effective date of termination of this Agreement or by the expiration date of such Proprietary Product, whichever is earlier, and all nonperishable Proprietary Products within [CONFIDENTIAL](99CONFIDENTIAL](78) days after the effective date of termination of this Agreement. In addition, if this agreement is terminated due to COMPANY’s breach or default, COMPANY shall reimburse to DISTRIBUTOR all other reasonable out-of-pocket costs and expenses (not to exceed an amount equal to [CONFIDENTIAL](100CONFIDENTIAL](79) of the Markup on each Product unless DISTRIBUTOR receives COMPANY’s prior written consent) incurred by DISTRIBUTOR in selling, returning or otherwise disposing of such Proprietary Products. DISTRIBUTOR shall provide COMPANY with documentation or other proof that any such costs and expenses were incurred by DISTRIBUTOR. Termination of this Agreement shall not relieve either party of any obligation or liability which accrues prior to the effective date of termination (including, but not limited to, obligations related to the payment of COMPANY’s accounts receivable or accounts payable and the purchase of excess inventories). Notwithstanding the foregoing provisions of this Section 6.03 to the contrary, if this Agreement is terminated due to DISTRIBUTOR’s breach or default or expires in accordance with the provisions of Section 6.01, COMPANY shall have the obligation to purchase, or shall direct the replacing distributor or other suitable purchaser to purchase, from DISTRIBUTOR only such inventory of the Proprietary Products which is merchantable and saleable but COMPANY shall have no obligation to reimburse DISTRIBUTOR for its out-of-pocket costs and expenses related to selling, returning or otherwise disposing of such Proprietary Products.

Effect of Expiration/Termination. Upon expiration or sooner termination of this Agreement, for any reason, COMPANY shall promptly purchase or arrange for the purchase from DISTRIBUTOR at DISTRIBUTOR’s cost (including freight costs), F.O.B. DISTRIBUTOR’s distribution center, all of DISTRIBUTOR’s inventory of the Proprietary Products and any labeling and packaging materials used in connection with the Proprietary Products. COMPANY will purchase or cause to be purchased perishable Proprietary Products within [CONFIDENTIAL](98thirty (30) days after the effective date of termination of this Agreement or by the expiration date of such Proprietary Product, whichever is earlier, and all nonperishable Proprietary Products within [CONFIDENTIAL](99thirty (30) days after the effective date of termination of this Agreement. In addition, if this agreement is terminated due to COMPANY’s breach or default, COMPANY shall reimburse to DISTRIBUTOR all other reasonable out-of-pocket costs and expenses (not to exceed an amount equal to [CONFIDENTIAL](100) 50% of the Markup on each Product unless DISTRIBUTOR receives COMPANY’s prior written consent) incurred by DISTRIBUTOR in selling, returning or otherwise disposing of such Proprietary Products. DISTRIBUTOR shall provide COMPANY with documentation or other proof that any such costs and expenses were incurred by DISTRIBUTOR. Termination of this Agreement shall not relieve either party of any obligation or liability which accrues prior to the effective date of termination (including, but not limited to, obligations related to the payment of COMPANY’s accounts receivable or accounts payable and the purchase of excess inventories). Notwithstanding the foregoing provisions of this Section 6.03 to the contrary, if this Agreement is terminated due to DISTRIBUTOR’s breach or default or expires in accordance with the provisions of Section 6.01, COMPANY shall have the obligation to purchase, or shall direct the replacing distributor or other suitable purchaser to purchase, from DISTRIBUTOR only such inventory of the Proprietary Products which is merchantable and saleable but COMPANY shall have no obligation to reimburse DISTRIBUTOR for its out-of-pocket costs and expenses related to selling, returning or otherwise disposing of such Proprietary Products.

Effect of Expiration/Termination. Upon expiration or sooner termination of this Agreement, for any reason, COMPANY shall promptly purchase or arrange for the purchase from DISTRIBUTOR at DISTRIBUTOR’s cost (including freight costs), F.O.B. DISTRIBUTOR’s distribution center, all of DISTRIBUTOR’s inventory of the Proprietary Products and any labeling and packaging materials used in connection with the Proprietary Products. COMPANY will purchase or cause to be purchased perishable Proprietary Products within [CONFIDENTIAL](98CONFIDENTIAL](107) days after the effective date of termination of this Agreement or by the expiration date of such Proprietary Product, whichever is earlier, and all nonperishable Proprietary Products within [CONFIDENTIAL](99CONFIDENTIAL](108) days after the effective date of termination of this Agreement. In addition, if this agreement is terminated due to COMPANY’s breach or default, COMPANY shall reimburse to DISTRIBUTOR all other reasonable out-of-pocket costs and expenses (not to exceed an amount equal to [CONFIDENTIAL](100CONFIDENTIAL](109) of the Markup on each Product unless DISTRIBUTOR receives COMPANY’s prior written consent) incurred by DISTRIBUTOR in selling, returning or otherwise disposing of such Proprietary Products. DISTRIBUTOR shall provide COMPANY with documentation or other proof that any such costs and expenses were incurred by DISTRIBUTOR. Termination of this Agreement shall not relieve either party of any obligation or liability which accrues prior to the effective date of termination (including, but not limited to, obligations related to the payment of COMPANY’s accounts receivable or accounts payable and the purchase of excess inventories). Notwithstanding the foregoing provisions of this Section 6.03 to the contrary, if this Agreement is terminated due to DISTRIBUTOR’s breach or default or expires in accordance with the provisions of Section 6.01, COMPANY shall have the obligation to purchase, or shall direct the replacing distributor or other suitable purchaser to purchase, from DISTRIBUTOR only such inventory of the Proprietary Products which is merchantable and saleable but COMPANY shall have no obligation to reimburse DISTRIBUTOR for its out-of-pocket costs and expenses related to selling, returning or otherwise disposing of such Proprietary Products.

Effect of Expiration/Termination. Upon expiration or sooner termination of this Agreement, for any reason, COMPANY shall promptly purchase or arrange for the purchase from DISTRIBUTOR at DISTRIBUTOR’s cost (including freight costs), F.O.B. DISTRIBUTOR’s distribution center, all of DISTRIBUTOR’s inventory of the Proprietary Products and any labeling and packaging materials used in connection with the Proprietary Products. COMPANY will purchase or cause to be purchased perishable Proprietary Products within [CONFIDENTIAL](98CONFIDENTIAL](84) days after the effective date of termination of this Agreement or by the expiration date of such Proprietary Product, whichever is earlier, and all nonperishable Proprietary Products within [CONFIDENTIAL](99CONFIDENTIAL](85) days after the effective date of termination of this Agreement. In addition, if this agreement is terminated due to COMPANY’s breach or default, COMPANY shall reimburse to DISTRIBUTOR all other reasonable out-of-pocket costs and expenses (not to exceed an amount equal to [CONFIDENTIAL](100CONFIDENTIAL](86) of the Markup on each Product unless DISTRIBUTOR receives COMPANY’s prior written consent) incurred by DISTRIBUTOR in selling, returning or otherwise disposing of such Proprietary Products. DISTRIBUTOR shall provide COMPANY with documentation or other proof that any such costs and expenses were incurred by DISTRIBUTOR. Termination of this Agreement shall not relieve either party of any obligation or liability which accrues prior to the effective date of termination (including, but not limited to, obligations related to the payment of COMPANY’s accounts receivable or accounts payable and the purchase of excess inventories). Notwithstanding the foregoing provisions of this Section 6.03 to the contrary, if this Agreement is terminated due to DISTRIBUTOR’s breach or default or expires in accordance with the provisions of Section 6.01, COMPANY shall have the obligation to purchase, or shall direct the replacing distributor or other suitable purchaser to purchase, from DISTRIBUTOR only such inventory of the Proprietary Products which is merchantable and saleable but COMPANY shall have no obligation to reimburse DISTRIBUTOR for its out-of-pocket costs and expenses related to selling, returning or otherwise disposing of such Proprietary Products.