Liquidation of Goods. Immediately on termination of Licensee's rights -------------------- under this Agreement, Licensee shall discontinue manufacture of the Licensed Products and Licensee shall no longer have the right to use the Trademarks in any form or manner. Licensor shall have the right of first refusal to purchase all or any portion of the finished goods in the possession of Licensee at a price equal to Licensee's cost of production plus ten percent (10%) and the piece goods in possession of Licensee on the date of termination at a price equal to Licensee's cost of production. Licensor shall have fifteen (15) days from receipt of a full and complete list of such goods and costs in which to exercise such right of first refusal. Licensee shall cease all shipment, sale or distribution of the Licensed Products until Licensor shall have exercised, or declined to exercise its right of first refusal hereunder or until seven (7) days October 27, 1994 have elapsed from Licensor's receipt of Licensee's complete list of its goods and costs. If Licensor fails to exercise its right of first refusal, then Licensee shall have one hundred eighty (180) days from termination of this Agreement to dispose of its inventory of the Licensed Products; provided, however, that such disposal shall be made only through outlets acceptable as provided herein. If any of the Licenses Product remain unsold after the expiration of one hundred eighty (180), Licensee shall then remove from the Licensed Products any labels on which the Trademarks appear before further attempting to sell or distribute such Licensed Product. Royalties, advertising, show and showroom charges and sales commissions shall be payable upon any sales of goods pursuant to this Section 24.4 and the reporting requirements of this Agreement shall apply to any such sale of goods pursuant to this section.
Liquidation of Goods. Upon the expiration or termination of Licensee's rights under this Agreement, Licensee shall have the right to complete all work in process, and to complete bona fide purchase orders in hand on the date of such expiration or termination. Licensee shall have the right to use the items of inventory listed in Paragraph 18.3 above for completion of work in process. Licensee shall no longer have the right to use the Trademarks in any form or in any manner, except for the purpose of selling off the existing inventory of the Licensed Products. Licensee shall have one hundred eighty (180) days from the date of termination of this Agreement to dispose of its inventory of the Licensed Products. If any of the Licensed Products remain unsold after the expiration of one hundred eighty (180) days, Licensee shall then remove the Licensed Products from its inventory and return such unsold inventory to Licensor at no cost to Licensor, other than freight. All sales of the remaining inventory shall be sold in accordance with the terms of this Agreement, and the accounting and payment shall be made within thirty (30) days after the close of the one hundred eighty (180) day sell off period.
Liquidation of Goods. Upon the expiration or termination of this Agreement, Licensee shall immediately discontinue all use of the Trademarks, except as to any remaining inventory or pending orders, pay to Throwdown any accrued Royalty through the date of the expiration or termination of this Agreement, and provide Throwdown an accurate accounting of Licensed Products in Licensee’s possession at the time of expiration or termination of this Agreement. Throwdown shall have an option to purchase any of the Licensed Products, (including work in process and piece goods) in Licensee's possession on the date this Agreement expires or is terminated, at a price equal to Licensee's cost for such Licensed Products, plus five percent (5%) except that Throwdown's option shall not extend to Licensed Products required by Licensee to fulfill its existing orders and commitments as of the date of termination or expiration of this Agreement (“Option to Purchase”). Such Option to Purchase must be exercised by Throwdown, if at all, within thirty (30) business days after receipt of Licensee's accounting of Licensed Products in Licensee’s possession at the time of the expiration or termination of this Agreement (“Inventory Accounting”). If Licensee does not provide Throwdown the Inventory Accounting within five (5) days of the expiration or termination of this Agreement, then Licensee forfeits any rights to the Licensed Products, the Licensed Products shall be returned to Throwdown at Licensee’s expense, and Licensee have no ownership rights or rights to sell the Licensed Products. If Throwdown, after receiving the Inventory Accounting within ten (10) days of the expiration or termination of this Agreement, declines to exercise its Option to Purchase, then Licensee shall have sixty (60) days (the “Disposal Period”) during which it may use the Trademarks to make an orderly disposition of its inventory of the Licensed Products on a non-exclusive basis. During the Disposal Period, Licensee shall not sell any of the Licensed Products for less than fifty percent (50%) of Throwdown’s published retail price. Any Licensed Products returned to Licensee after the expiration of the Disposal Period shall become property of Throwdown and returned to Throwdown at Licensee’s expense. The Disposal Period shall begin on the earlier of the date Throwdown notifies Licensee that it has declined to exercise its Option to Purchase, or upon the expiration of Throwdown's thirty (30) business day response time. Any Royalty a...
Liquidation of Goods. Upon the termination of this Agreement by Licensor or Licensee, for any reason whatsoever, Licensee shall immediately discontinue (except as hereinafter permitted) its use of the Trademark in connection with the design, manufacture or sale of the Merchandise or the Trade Use Materials, and thereafter will no longer use or have the right to use the Trademark in any form or manner whatsoever. Licensor shall thereupon have a right of first refusal to purchase any finished goods or any piece goods in Licensee's possession on the date this Agreement is terminated, at a price equal to Licensee's actual cost of production thereof. If Licensor declines to purchase all of such goods at that time, Licensee shall have *** days from the date of termination of this Agreement (hereinafter referred to as the "Disposal Period") in which to use the Trademark to dispose of its inventory of the Merchandise manufactured, or ordered and in production, by Licensee prior to the termination date. Such disposition must be through the same channels used by Licensee prior to the termination of this Agreement. *** Certain confidential information in this document has been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.
