Common use of Inventory; Right to Purchase Clause in Contracts

Inventory; Right to Purchase. Not later than forty-five (45) days prior to the expiration of this Agreement or within ten (10) days after the termination of LICENSEE's rights under this Agreement, LICENSEE shall furnish to GUESS a certificate listing its inventory of Products on hand (which shall include, without limitation, all used components and packaging) and work in progress (including without limitation, raw materials and ingredients) together with the location thereof. At GUESS's expense, GUESS shall have the right to conduct a physical inventory of such Products and work in progress. GUESS or its designee shall have the option (but not the obligation) to purchase from LICENSEE all or any part of its respective inventory of Products on hand (which shall include without limitation, all used components and packaging, and raw materials and ingredients) upon the following terms: (a) GUESS shall notify LICENSEE of its or its designee's intention, if any, to exercise this option within thirty (30) days after GUESS's receipt of such certificate and shall specify which of the Products are to be purchased; (b) the price for components, raw material and the Product shall be at LICENSEE's actual cost; (c) LICENSEE shall deliver Products purchased by GUESS or its designee within thirty (30) days or as specified by GUESS after receipt of the notice of GUESS's or its designee's intention to purchase the inventory; and (d) payment shall be due upon delivery; provided, however, that GUESS may deduct from the purchase price for such Products any amounts owed it by LICENSEE.

Inventory; Right to Purchase. Not later than forty-five Within thirty (4530) days prior to the expiration of this Agreement or within ten (10) calendar days after the termination of LICENSEE's ’s rights under this Agreement or the expiration of this Agreement, LICENSEE shall furnish to GUESS LICENSOR a certificate listing its inventory of Licensed Products on hand (which shall include, without limitation, all used components and packaging) and work in progress (including without limitation, raw materials and ingredients) together with the location thereof. At GUESS's expense, GUESS LICENSOR shall have the right to conduct a physical inventory of such Licensed Products from LICENSEE and work in progress. GUESS or its designee shall have the option (but not the obligation) right to purchase from LICENSEE all or any part of its respective inventory of the Licensed Products on hand (which shall include without limitation, all used components and packaging, and raw materials and ingredients) upon the following terms: (a) GUESS LICENSOR shall notify LICENSEE of its or its designee's intention, if any, to exercise this option within thirty ten (3010) business days after GUESS's LICENSOR’s receipt of such certificate and shall specify which of the Licensed Products are to be purchased; (b) the price for components, raw material and the Product such Licensed Products shall be at the LICENSEE's actual cost’s cost of the Licensed Products in regard to current season Licensed Products, and in regard to non-current season Licensed Products the price shall be the lower of LICENSEE’s cost or market value; (c) LICENSEE shall deliver Licensed Products purchased by GUESS or its designee LICENSOR within thirty fifteen (3015) calendar days or as specified by GUESS after receipt of the notice of GUESS's or its designee's LICENSOR’s intention to purchase the inventory; inventory and; (d) payment shall be due upon delivery; provided, however, that GUESS LICENSOR may deduct from the purchase price for such Licensed Products any amounts owed it by LICENSEE.