Common use of Result of Termination Clause in Contracts

Result of Termination. a. After expiration or proper termination (including the expiration of any applicable cure period , if any) of this Agreement by Licensor, Licensee shall have no right to manufacture , advertise, distribute, sell, promote or otherwise deal in any Products or use the Products, and, except as provided below, Licensee shall not itself (and shall not permit any affiliate of Licensee or any third party to) engage in any such activity. Upon the expiration or proper termination of this Agreement for any reason after applicable cure peri od, Licensee, except as specified below, will immediately discontinue use of the Trademark, the Agreement Xxxx and Artist 's likeness, will not resume the use thereof or adopt any colorable imitation of the Trademark , the Agreement Xxxx or any of its parts, will promptly deliver and convey to Licensor (free of all liens and encumbrances) (i) all plates, engravings, silk-screens, or the like used to make or reproduce the Trademark or the Agreement Xxxx, but not the bottle mold or tooling; and (ii) all items affixed with likeness or reproductions of the Trademark or the Agreement Xxxx, whether Products, labels, bags, hangers, tags or otherwise, and will assign to Licensor such rights as Licensee may have acquired in the Trademark or the Agreement Xxxx. Thirty (30) days before the expiration of this Agreement and immediately after any earlier proper termination (including the expiration of any applicable cure period , if any) of this Agreement , Licensee will furnish to Licensor a certificate showing the number and description of Products on hand or in process of manufacture and location thereof (the "Remaining Inventory List"). Licensee shall not, during the three (3) month period preceding the date on which the Term is due to expire or after being, begin to manufacture Products without a purchase order. b. If all payments due from Licensee to Licensor under this Agreement at any time prior to its termination or expiration have been made on or before the such proper termination or expiration date and Licensee is not otherwise in default hereunder , then, for a period of one hundred eighty ( 180) days following the proper termination or expiration of this Agreement, Licensee shall have the non-exclusive right to sell-off and deliver the Products identified on the Remaining Inventory List submitted to the Licensor in accordance with the preceding sentence (the "Sell-Off Period"); provided , however that (i) the Products on the Remaining Inventory List may only be sold in accordance with this Agreement and in the norm al course of business , and (ii) such sales shall be made subject to all of the provisions of this Agreement and to an accounting for and the payment of Royalty thereon and should be to the payment of GMRs or the crediting of the Royalty against any GMR or any other amounts unless the Sell-Off occurs after the expiration of the Term of the Agreement in which case the sales shall not count toward the payment of GMRs or the crediting of the Royalty against any GMR or other amounts. Such accounting and payment with respect to sales during the Sell-Off Period shall be made monthly. c. At Licensor's expense, Licensor 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 inventory and/or statements. If Licensee refuses to permit such physical inventory, Licensee shall forfeit its right to dispose of Products under this Section. d. If the Agreement has been properly terminated by the Licensor due to Licensee's uncured default hereunder, there shall be no Sell-Off Period. e. Following the later to occur of the termination of this Agreement or the expiration of the Sell Off Period , if any Licensee shall furnish to Licensor, within ten (IO) business days of such termination or expiration, a further detailed written statement as to the inventory of each of the Products. f. Notwithstanding anything to the contrary in this Agreement, in the event of the termination or expiration of this Agreement, no part of any advance amounts, Deposit, Royalties or GMR paid by Licensee to Licensor under this Agreement shall be returned or refunded to Licensee. In addition, and unless the Agreement has been properly terminated by Licensee , Licensee shall not be relieved of its obligation to pay any amounts due or payable to Licensor, and upon proper termination or expiration of this Agreement, Licensee shall pay to Licensor all monies due or payable. Without limiting the generality of the foregoing, in the event of an early proper termination during the Initial Term or the Renewal Term due to Licensee's uncured breach hereunder, in addition to any other amounts payable to Licensor and any other remedies available to Licensor, Licensee shall immediately pay Licensor all remaining GMR's for the Initial Term or Renewal Term , as the case may be.

Result of Termination. a. After expiration or proper termination (including the expiration of any applicable cure period , if any) of this Agreement by LicensorAgreement, Licensee shall have no right to manufacture manufacture, advertise, distribute, sell, promote or otherwise deal in any Products or use the Products, and, except as provided below, Licensee shall not itself (and shall not permit any affiliate of Licensee or any third party to) engage in any such activity. Upon the expiration or proper termination of this Agreement for any reason after applicable cure peri od, Licensee, except as specified below, will immediately discontinue use of the Trademark, the Agreement Xxxx and Artist 's likeness, will not resume the use thereof or adopt any colorable imitation of the Trademark , the Agreement Xxxx or any of its parts, will promptly deliver and convey to Licensor (free of all liens and encumbrances) (i) all plates, engravings, silk-screens, or the like used to make or reproduce the Trademark or the Agreement Xxxx, but not the bottle mold or tooling; and (ii) all items affixed with likeness or reproductions of the Trademark or the Agreement Xxxx, whether Products, labels, bags, hangers, tags or otherwise, and will assign to Licensor such rights as Licensee may have acquired in the Trademark or the Agreement Xxxx. Thirty (30) days before the expiration of this Agreement and immediately after any earlier proper termination (including the expiration of any applicable cure period , if any) of this Agreement Agreement, Licensee will furnish to Licensor the Licensors a certificate showing the number and description of Products Product on hand or in process of manufacture and location thereof (the "“Remaining Inventory List"”). Licensee shall not, during the three (3) month period preceding the date on which the Term is due to expire or after beingbeing notified of the termination of the Term, begin to manufacture Products without a purchase order. b. If all payments due from Licensee to Licensor Licensors under this Agreement at any time prior to its termination or expiration have been made on or before the such proper termination or expiration date and Licensee is not otherwise in default hereunder of this Agreement, then, for a period of one hundred eighty ( (180) days following the proper termination or expiration of this Agreement, Licensee shall have the non-exclusive right to may sell-off and deliver the Products Licensed Articles identified on the Remaining Inventory List submitted to the Licensor Licensors in accordance with the preceding sentence (the "“Sell-Off Period"); provided provided, however that (i) the Products Licensed Articles on the Remaining Inventory List may only be he sold in accordance with this Agreement and in the norm al normal course of business business, and (ii) such sales shall be made subject to all of the provisions of this Agreement statements and to an accounting for and the payment of Royalty thereon and should be to the payment of GMRs or the crediting of the Royalty against any GMR or any other amounts unless the Sell-Off occurs after the expiration of the Term of the Agreement in which case the sales shall not count toward the payment of GMRs or the crediting of the Royalty against any GMR or other amounts. Such accounting and payment payments with respect to sales during the Sell-Off Period shall must be made monthlyin accordance with this Agreement. c. At Licensor's expense, Licensor The Licensors 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 inventory and/or statements. If Licensee refuses to permit such physical inventory, Licensee shall forfeit its right to dispose of Products Licensed Articles under this Section. d. If the Agreement has been properly terminated by the Licensor due to Licensee's uncured default hereunderLicensors, there shall be no Sell-Off Period. e. Following the later to occur of the termination of this Agreement or the expiration of the Sell Off Period , if any Licensee shall furnish to LicensorLicensors, within ten (IO10) business days of or such termination or expiration, termination. a further detailed written statement as to the inventory of each of the ProductsLicensed Articles, and the Licensors shall at their election either: i. purchase such inventory or any or all of the Products at Licensee's actual out of pocket cost of manufacture: or ii. allow licensee to sell the inventory in the regular course of business for a period of one hundred eighty (180) days following the termination. After the 180 day period, Licensor may require Licensee to destroy such remaining inventory in a manner satisfactory to in the presence of Licensors' representative and/or provide Licensors with an affidavit or such destruction sworn to by one of Licensee's principal officers. e. In the event that the Licensors elect to purchase an or all of such inventory pursuantto Section d(i) hereof, Licensee shall promptly ship all such items at Licensor's expense within the United States (or if the Sell Off Period has expired at the expense of the Licensors) to the Licensors or its designee or shall make them available at Licensor's place or business, at licensor's expense, for the Licensors or their designee to take possession thereof. f. Notwithstanding anything to the contrary in this Agreement, in the event of the termination or expiration of or this Agreement, no part of any advance amounts, Deposit, Royalties or GMR amounts paid by Licensee to Licensor the Licensors under this Agreement shall be returned or refunded to Licensee. In addition, and unless the Agreement has been properly terminated by Licensee , Licensee shall not be relieved of its obligation to pay any amounts due or payable to Licensor, and upon proper termination or expiration of this Agreement, Licensee shall pay to Licensor all monies due or payable. Without limiting the generality of the foregoing, in the event of an early proper termination during the Initial Term or the Renewal Term due to Licensee's uncured breach hereunder, in addition to any other amounts payable to Licensor and any other remedies available to Licensor, Licensee shall immediately pay Licensor all remaining GMR's for the Initial Term or Renewal Term , as the case may be.

Result of Termination. a. After expiration or proper termination (including the expiration of any applicable cure period , if any) of this Agreement by LicensorAgreement, Licensee shall have no right to manufacture manufacture, advertise, distribute, sell, promote or otherwise deal in any Products or use the Products, and, except as provided below, Licensee shall not itself (and shall not permit any affiliate of Licensee or any third party to) engage in any such activity. Upon the expiration or proper termination of this Agreement for any reason after applicable cure peri od, Licensee, except as specified below, will immediately discontinue use of the Trademark, the Agreement Xxxx and Artist 's likeness, will not resume the use thereof or adopt any colorable imitation of the Trademark , the Agreement Xxxx or any of its parts, will promptly deliver and convey to Licensor (free of all liens and encumbrances) (i) all plates, engravings, silk-screens, or the like used to make or reproduce the Trademark or the Agreement Xxxx, but not the bottle mold or tooling; and (ii) all items affixed with likeness or reproductions of the Trademark or the Agreement Xxxx, whether Products, labels, bags, hangers, tags or otherwise, and will assign to Licensor such rights as Licensee may have acquired in the Trademark or the Agreement Xxxx. Thirty (30) days before the expiration of this Agreement and immediately after any earlier proper termination (including the expiration of any applicable cure period , if any) of this Agreement Agreement, Licensee will furnish to Licensor the Licensors a certificate showing the number and description of Products on hand or in process of manufacture and location thereof locationthereof (the "Remaining Inventory List"). Licensee shall not, during the three (3) month period preceding the date on which the Term is due to expire or after beingbeing notified of the termination of the Term, begin to manufacture Products without a purchase order. b. If all payments due from Licensee to Licensor under this Agreement at any time prior to its termination or expiration have been made on or before the such proper termination or expiration date and Licensee is not otherwise in default hereunder of this Agreement, then, for a period of one hundred eighty ( (180) days following the proper termination or expiration of this Agreement, Licensee shall have the non-exclusive right to may sell-off and deliver the Products identified on the Remaining Inventory List submitted to the Licensor in accordance with the preceding sentence paragraph (the "Sell-Off Period"); provided provided, however that (i) the Products on the Remaining Inventory List may only be sold in accordance with this Agreement and in the norm al normal course of business business, and (ii) such sales shall be made subject to all of the provisions of this Agreement statements and to an accounting for and the payment of Royalty thereon and should be to the payment of GMRs or the crediting of the Royalty against any GMR or any other amounts unless the Sell-Off occurs after the expiration of the Term of the Agreement in which case the sales shall not count toward the payment of GMRs or the crediting of the Royalty against any GMR or other amounts. Such accounting and payment payments with respect to sales during the Sell-Off Period shall must be made monthlyin accordance with this Agreement. c. At Licensor's expense, The Licensor 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 inventory and/or ancUor statements. If Licensee refuses to permit such physical inventory, Licensee shall forfeit its right to dispose of Products under this Section. d. If the Agreement has been properly terminated by the Licensor due to Licensee's uncured default hereunderLicensor, there shall be no Sell-Off Period. e. Following the later to occur of the termination of this Agreement or the expiration of the Sell Off Period , if any Licensee shall furnish to Licensor, ,within ten (IO10) business days of such termination or expirationtermination, a further detailed written statement as to the inventory of each of the Products, and the Licensor shall at their election either: i. purchase all or part of such inventory or any or all of the Products at Licensee's actual out of pocket cost of manufacture; or ii. allow Licensee to sell the inventory in the regular course of business during the Sell-Off Period. After the Sell-Off Period, Licensor may require Licensee to destroy such remaining inventory in a manner satisfactory to in the presence of Licensor's representative and/or provide Licensor with an affidavit of such destruction sworn to by one of Licensee's principal officers. e. In the event that the Licensors elect to purchase any or all of such inventory pursuant to Section d(i) hereof, Licensee shall promptly ship all such items at Licensor's expense within the United States (or if the Sell Off Period has expired at the expense of the Licensors) to the Licensors or its designee or shall make them available at Licensor's place of business, at licensor's expense, for the Licensors or their designee to take possession thereof. f. Notwithstanding anything to the contrary in this Agreement, in the event of the termination or terminationor expiration of this Agreement, no part of any advance amounts, Deposit, Royalties or GMR amounts paid by Licensee to Licensor the Licensors under this Agreement shall be returned or refunded to Licensee. In addition, and unless the Agreement has been properly terminated by Licensee , Licensee shall not be relieved of its obligation to pay any amounts due or payable to Licensor, and upon proper termination or expiration of this ofthis Agreement, Licensee shall pay to Licensor all monies due or payable. Without limiting the generality of the foregoing, in the event of an early proper termination during the Initial Term or the Renewal Term due to Licensee's uncured breach hereunder, in addition to any other amounts payable to Licensor and any other remedies available to Licensor, Licensee shall immediately pay Licensor all remaining GMR's for the Initial Term or Renewal Term , as the case may be.

Result of Termination. a. After expiration or proper termination (including the expiration of any applicable cure period , if any) of this Agreement by LicensorAgreement, Licensee shall have no right to manufacture manufacture, advertise, distribute, sell, promote or otherwise deal in any Products or use the Products, and, except as provided below, Licensee shall not itself (and shall andshall not permit any affiliate of Licensee or any third party to) engage in any such activity. Upon the expiration or proper termination of this Agreement for any reason after applicable cure peri od, Licensee, except as specified below, will immediately discontinue use of the Trademark, the Agreement Xxxx and Artist 's likeness, will not resume the use thereof or adopt any colorable imitation of the Trademark , the Agreement Xxxx or any of its parts, will promptly deliver and convey to Licensor (free of all liens and encumbrances) (i) all plates, engravings, silk-screens, or the like used to make or reproduce the Trademark or the Agreement Xxxx, but not the bottle mold or tooling; and (ii) all items affixed with likeness or reproductions of the Trademark or the Agreement Xxxx, whether Products, labels, bags, hangers, tags or otherwise, and will assign to Licensor such rights as Licensee may have acquired in the Trademark or the Agreement Xxxx. Thirty (30) days before the expiration of this Agreement and immediately after any earlier proper termination (including the expiration of any applicable cure period , if any) of this Agreement Agreement, Licensee will furnish to Licensor the Licensors a certificate showing the number and description of Products on hand or in process of manufacture and location thereof locationthereof (the "Remaining Inventory List"). Licensee shall not, during the three (3) month period preceding the date on which the Term is due to expire or after beingbeing notified of the termination of the Term, begin to manufacture Products without a purchase order. b. If all payments due from Licensee to Licensor under this Agreement at any time prior to its termination or expiration have been made on or before the such proper termination or expiration date and Licensee is not otherwise in default hereunder of this Agreement, then, for a period of one hundred eighty ( (180) days following the proper termination or expiration of this Agreement, Licensee shall have the non-exclusive right to may sell-off and deliver the Products identified on the Remaining Inventory List submitted to the Licensor in accordance with the preceding sentence paragraph (the "Sell-Off Period"); provided provided, however that (i) the Products on the Remaining Inventory List may only be sold in accordance with this Agreement and in the norm al normal course of business business, and (ii) such sales shall be made subject to all of the provisions of this Agreement statements and to an accounting for and the payment of Royalty thereon and should be to the payment of GMRs or the crediting of the Royalty against any GMR or any other amounts unless the Sell-Off occurs after the expiration of the Term of the Agreement in which case the sales shall not count toward the payment of GMRs or the crediting of the Royalty against any GMR or other amounts. Such accounting and payment payments with respect to sales during the Sell-Off Period shall must be made monthlyin accordance with this Agreement. c. At Licensor's expense, The Licensor 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 inventory and/or ancUor statements. If Licensee refuses to permit such physical inventory, Licensee shall forfeit its right to dispose of Products under this Section. d. If the Agreement has been properly terminated by the Licensor due to Licensee's uncured default hereunderLicensor, there shall be no Sell-Off Period. e. Following the later to occur of the termination of this Agreement or the expiration of the Sell Off Period , if any Licensee shall furnish to Licensor, within ten (IO10) business days of such termination or expirationtermination, a further detailed written statement as to the inventory of each of the Products, and the Licensor shall at their election either: i. purchase all or part of such inventory or any or all of the Products at Licensee's actual out of pocket cost of manufacture; or ii. allow Licensee to sell the inventory in the regular course of business during the Sell-Off Period. After the Sell-Off Period, Licensor may require Licensee to destroy such remaining inventory in a manner satisfactory to in the presence of Licensor's representative and/or provide Licensor with an affidavit of such destruction sworn to by one of Licensee's principal officers. e. In the event that the Licensors elect to purchase any or all of such inventory pursuant to Section d(i) hereof, Licensee shall promptly ship all such items at Licensor's expense within the United States (or if the Sell Off Period has expired at the expense of the Licensors) to the Licensors or its designee or shall make them available at Licensor's place of business, at licensor's expense, for the Licensors or their designee to take possession thereof. f. Notwithstanding anything to the contrary in this Agreement, in the event of the termination or expiration of this Agreement, no part of any advance amounts, Deposit, Royalties or GMR amounts paid by Licensee to Licensor the Licensors under this Agreement shall be returned or refunded to Licensee. In addition, and unless the Agreement has been properly terminated by Licensee , Licensee shall not be relieved of its obligation to pay any amounts due or payable to Licensor, and upon proper termination or expiration of this ofthis Agreement, Licensee shall pay to Licensor all monies due or payable. Without limiting the generality of the foregoing, in the event of an early proper termination during the Initial Term or the Renewal Term due to Licensee's uncured breach hereunder, in addition to any other amounts payable to Licensor and any other remedies available to Licensor, Licensee shall immediately pay Licensor all remaining GMR's for the Initial Term or Renewal Term , as the case may be.

Result of Termination. a. After expiration or proper termination (including the expiration of any applicable cure period , if any) of this Agreement by Licensor, Licensee shall have no right to manufacture , advertise, distribute, sell, promote or otherwise deal in any Products or use the Products, and, except as provided below, Licensee shall not itself (and shall not permit any affiliate of Licensee or any third party to) engage in any such activity. Upon the expiration or proper termination of this Agreement for any reason after applicable cure peri odperiod, Licensee, except as specified below, will immediately discontinue use of the Trademark, the Agreement Xxxx and Artist 's likeness, will not resume the use thereof or adopt any colorable imitation of the Trademark , the Agreement Xxxx or any of its parts, will promptly deliver and convey to Licensor (free of all liens and encumbrances) (i) all plates, engravings, silk-screens, or the like used to make or reproduce the Trademark or the Agreement Xxxx, but not the bottle mold or tooling; and (ii) all items affixed with likeness or reproductions of the Trademark or the Agreement Xxxx, whether Products, labels, bags, hangers, tags or otherwise, and will assign to Licensor such rights as Licensee may have acquired in the Trademark or the Agreement Xxxx. Thirty (30) days before the expiration of this Agreement and immediately after any earlier proper termination (including the expiration of any applicable cure period , if any) of this Agreement , Licensee will furnish to Licensor a certificate showing the number and description of Products on hand or in process of manufacture and location thereof (the "Remaining Inventory List"). Licensee shall not, during the three (3) month period preceding the date on which the Term is due to expire or after being, begin to manufacture Products without a purchase order. b. If all payments due from Licensee to Licensor under this Agreement at any time prior to its termination or expiration have been made on or before the such proper termination or expiration date and Licensee is not otherwise in default hereunder , then, for a period of one hundred eighty ( 180) days following the proper termination or expiration of this Agreement, Licensee shall have the non-exclusive right to sell-off and deliver the Products identified on the Remaining Inventory List submitted to the Licensor in accordance with the preceding sentence (the "Sell-Off Period"); provided , however that (i) the Products on the Remaining Inventory List may only be sold in accordance with this Agreement and in the norm al course of business , and (ii) such sales shall be made subject to all of the provisions of this Agreement and to an accounting for and the payment of Royalty thereon and should be to the payment of GMRs or the crediting of the Royalty against any GMR or any other amounts unless the Sell-Off occurs after the expiration of the Term of the Agreement in which case the sales shall not count toward the payment of GMRs or the crediting of the Royalty against any GMR or other amounts. Such accounting and payment with respect to sales during the Sell-Off Period shall be made monthly. c. At Licensor's expense, Licensor 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 inventory and/or statements. If Licensee refuses to permit such physical inventory, Licensee shall forfeit its right to dispose of Products under this Section. d. If the Agreement has been properly terminated by the Licensor due to Licensee's uncured default hereunder, there shall be no Sell-Off Period. e. Following the later to occur of the termination of this Agreement or the expiration of the Sell Off Period , if any Licensee shall furnish to Licensor, within ten (IO) business days of such termination or expiration, a further detailed written statement as to the inventory of each of the Products. f. Notwithstanding anything to the contrary in this AgreementAgreement , in the event of the termination or expiration of this Agreement, no part of any advance amounts, Deposit, Royalties or GMR paid by Licensee to Licensor under this Agreement shall be returned or refunded to Licensee. In addition, and unless the Agreement has been properly terminated by Licensee , Licensee shall not be relieved of its obligation to pay any amounts due or payable to Licensor, and upon proper termination or expiration of this Agreement, Licensee shall pay to Licensor all monies due or payable. Without limiting the generality of the foregoing, in the event of an early proper termination during the Initial Term or the Renewal Term due to Licensee's uncured breach hereunder, in addition to any other amounts payable to Licensor and any other remedies available to Licensor, Licensee shall immediately pay Licensor all remaining GMR's for the Initial Term or Renewal Term , as the case may be.

Result of Termination. a. After expiration or proper termination (including the expiration of any applicable cure period , if any) of this Agreement by LicensorAgreement, Licensee shall have no right to manufacture manufacture, advertise, distribute, sell, promote or otherwise deal in any Products or use the Products, and, except as provided below, Licensee shall not itself (and shall not permit any affiliate of Licensee or any third party to) engage in any such activity. Upon the expiration or proper termination of this Agreement for any reason after applicable cure peri od, Licensee, except as specified below, will immediately discontinue use of the Trademark, the Agreement Xxxx and Artist 's likeness, will not resume the use thereof or adopt any colorable imitation of the Trademark , the Agreement Xxxx or any of its parts, will promptly deliver and convey to Licensor (free of all liens and encumbrances) (i) all plates, engravings, silk-screens, or the like used to make or reproduce the Trademark or the Agreement Xxxx, but not the bottle mold or tooling; and (ii) all items affixed with likeness or reproductions of the Trademark or the Agreement Xxxx, whether Products, labels, bags, hangers, tags or otherwise, and will assign to Licensor such rights as Licensee may have acquired in the Trademark or the Agreement Xxxx. Thirty (30) days before the expiration of this Agreement and immediately after any earlier proper termination (including the expiration of any applicable cure period , if any) of this Agreement Agreement, Licensee will furnish to Licensor the Licensors a certificate showing the number and description of Products Product on hand or in process of manufacture and location thereof (the "“Remaining Inventory List"”). Licensee shall not, during the three (3) month period preceding the date on which the Term is due to expire or after beingbeing notified of the termination of the Term, begin to manufacture Products without a purchase order. b. If all payments due from Licensee to Licensor Licensors under this Agreement at any time prior to its termination or expiration have been made on or before the such proper termination or expiration date and Licensee is not otherwise in default hereunder of this Agreement, then, for a period of one hundred eighty ( (180) days following the proper termination or expiration of this Agreement, Licensee shall have the non-exclusive right to may sell-off and deliver the Products Licensed Articles identified on the Remaining Inventory List submitted to the Licensor Licensors in accordance with the preceding sentence (the "“Sell-Off Period"); provided provided, however that (i) the Products Licensed Articles on the Remaining Inventory List may only be he sold in accordance with this Agreement and in the norm al normal course of business business, and (ii) such sales shall be made subject to all of the provisions of this Agreement statements and to an accounting for and the payment of Royalty thereon and should be to the payment of GMRs or the crediting of the Royalty against any GMR or any other amounts unless the Sell-Off occurs after the expiration of the Term of the Agreement in which case the sales shall not count toward the payment of GMRs or the crediting of the Royalty against any GMR or other amounts. Such accounting and payment payments with respect to sales during the Sell-Off Period shall must be made monthlyin accordance with this Agreement. c. At Licensor's expense, Licensor The Licensors 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 inventory and/or statements. If Licensee refuses to permit such physical inventory, Licensee shall forfeit its right to dispose of Products Licensed Articles under this Section. d. If the Agreement has been properly terminated by the Licensor due to Licensee's uncured default hereunderLicensors, there shall be no Sell-Off Period. e. Following the later to occur of the termination of this Agreement or the expiration of the Sell Off Period , if any Licensee shall furnish to LicensorLicensors, within ten (IO10) business days of or such termination or expiration, termination. a further detailed written statement as to the inventory of each of the ProductsLicensed Articles, and the Licensors shall at their election either: i. purchase such inventory or any or all of the Products at Licensee's actual out of pocket cost of manufacture: or ii. allow licensee to sell the inventory in the regular course of business for a period of one hundred eighty (180) days following the termination. After the 180 day period, Licensor may require Licensee to destroy such remaining inventory in a manner satisfactory to in the presence of Licensors' representative and/or provide Licensors with an affidavit or such destruction sworn to by one of Licensee's principal officers. e. In the event that the Licensors elect to purchase an or all of such inventory pursuant to Section d(i) hereof, Licensee shall promptly ship all such items at Licensor's expense within the United States (or if the Sell Off Period has expired at the expense of the Licensors) to the Licensors or its designee or shall make them available at Licensor's place or business, at licensor's expense, for the Licensors or their designee to take possession thereof. f. Notwithstanding anything to the contrary in this Agreement, in the event of the termination or expiration of or this Agreement, no part of any advance amounts, Deposit, Royalties or GMR amounts paid by Licensee to Licensor the Licensors under this Agreement shall be returned or refunded to Licensee. In addition, and unless the Agreement has been properly terminated by Licensee , Licensee shall not be relieved of its obligation to pay any amounts due or payable to Licensor, and upon proper termination or expiration of this Agreement, Licensee shall pay to Licensor all monies due or payable. Without limiting the generality of the foregoing, in the event of an early proper termination during the Initial Term or the Renewal Term due to Licensee's uncured breach hereunder, in addition to any other amounts payable to Licensor and any other remedies available to Licensor, Licensee shall immediately pay Licensor all remaining GMR's for the Initial Term or Renewal Term , as the case may be.

Result of Termination. a. After expiration or proper termination (( including the expiration of any applicable cure period , if any) of this Agreement by Licensor, Licensee shall have no right to manufacture , advertise, distribute, sell, promote or otherwise deal in any Products or use the Products, and, except as provided below, Licensee shall not itself (and shall not permit any affiliate of Licensee or any third party to) engage in any such activity. Upon the expiration or proper termination of this Agreement for any reason after applicable cure peri od, Licensee, except as specified below, will immediately discontinue use of the Trademark, the Agreement Xxxx and Artist 's likeness, will not resume the use thereof or adopt any colorable imitation of the Trademark , the Agreement Xxxx or any of its parts, will promptly deliver and convey to Licensor (free of all liens and encumbrances) (i) all plates, engravings, silk-screens, or the like used to make or reproduce the Trademark or the Agreement Xxxx, but not the bottle mold or tooling; and (ii) all items affixed with likeness or reproductions of the Trademark or the Agreement Xxxx, whether Products, labels, bags, hangers, tags or otherwise, and will assign to Licensor such rights as Licensee may have acquired in the Trademark or the Agreement Xxxx. Thirty (30) days before the expiration of this Agreement and immediately after any earlier proper termination (including the expiration of any applicable cure period , if any) of this Agreement , Licensee will furnish to Licensor a certificate showing the number and description of Products on hand or in process of manufacture and location thereof (the "Remaining Inventory List"). Licensee shall not, during the three (3) month period preceding the date on which the Term is due to expire or after being, begin to manufacture Products without a purchase order. b. If all payments due from Licensee to Licensor under this Agreement at any time prior to its termination or expiration have been made on or before the such proper termination or expiration date and Licensee is not otherwise in default hereunder , then, for a period of one hundred eighty ( 180) days following the proper termination or expiration of this Agreement, Licensee shall have the non-exclusive right to sell-off and deliver the Products identified on the Remaining Inventory List submitted to the Licensor in accordance with the preceding sentence (the "Sell-Off Period"); provided , however that (i) the Products on the Remaining Inventory List may only be sold in accordance with this Agreement and in the norm al course of business , and (ii) such sales shall be made subject to all of the provisions of this Agreement and to an accounting for and the payment of Royalty thereon and should be to the payment of GMRs or the crediting of the Royalty against any GMR or any other amounts unless the Sell-Off occurs after the expiration of the Term of the Agreement in which case the sales shall not count toward the payment of GMRs or the crediting of the Royalty against any GMR or other amounts. Such accounting and payment with respect to sales during the Sell-Off Period shall be made monthly. c. At Licensor's expense, Licensor 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 inventory and/or statements. If Licensee refuses to permit such physical inventory, Licensee shall forfeit its right to dispose of Products under this Section. d. If the Agreement has been properly terminated by the Licensor due to Licensee's uncured default hereunder, there shall be no Sell-Off Period. e. Following the later to occur of the termination of this Agreement or the expiration of the Sell Off Period , if any Licensee shall furnish to Licensor, within ten (IO) business days of such termination or expiration, a further detailed written statement as to the inventory of each of the Products. f. Notwithstanding anything to the contrary in this AgreementAgreement , in the event of the termination or expiration of this Agreement, no part of any advance amounts, Deposit, Royalties or GMR paid by Licensee to Licensor under this Agreement shall be returned or refunded to Licensee. In addition, and unless the Agreement has been properly terminated by Licensee , Licensee shall not be relieved of its obligation to pay any amounts due or payable to Licensor, and upon proper termination or expiration of this Agreement, Licensee shall pay to Licensor all monies due or payable. Without limiting the generality of the foregoing, in the event of an early proper termination during the Initial Term or the Renewal Term due to Licensee's uncured breach hereunder, in addition to any other amounts payable to Licensor and any other remedies available to Licensor, Licensee shall immediately pay Licensor all remaining GMR's for the Initial Term or Renewal Term , as the case may be.