Common use of Result of Termination Clause in Contracts

Result of Termination. a. After expiration or termination of this Agreement, 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. Thirty (30) days before the expiration of this Agreement and immediately after any earlier termination of this Agreement, Licensee will furnish to the Licensors a certificate showing the number and description of Products on hand or in process of manufacture and 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 being 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 expiration have been made on or before the expiration date of this Agreement, then, for a period of one hundred eighty (180) days following the expiration of this Agreement, Licensee may sell-off and deliver the Products identified on the Remaining Inventory List submitted to the Licensor in accordance with the preceding paragraph (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 normal course of business, and (ii) statements and payments with respect to the Sell-Off Period must be made in accordance with this Agreement. c. 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 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 terminated by the Licensor, Licensee shall furnish to Licensor,within ten (10) business days of such termination, 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 terminationor expiration of this Agreement, no part of any advance amounts paid by Licensee to the Licensors under this Agreement shall be returned or refunded to Licensee. In addition, Licensee shall not be relieved of its obligation to pay any amounts due or payable to Licensor, and upon termination or expiration ofthis Agreement, Licensee shall pay to Licensor all monies due or payable.

Result of Termination. a. After expiration or proper termination ( including the expiration of any applicable cure period , if any) of this AgreementAgreement by Licensor, Licensee shall have no right to manufacturemanufacture , 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 AgreementAgreement , Licensee will furnish to the Licensors Licensor a certificate showing the number and description of Products on hand or in process of manufacture and locationthereof 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 notified of the termination of the Termbeing, 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 of this Agreementand 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 may 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 paragraph sentence (the "Sell-Off Period"); providedprovided , however that (i) the Products on the Remaining Inventory List may only be sold in accordance with this Agreement and in the normal norm al course of businessbusiness , and (ii) statements such sales shall be made subject to all of the provisions of this Agreement and payments 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 must shall be made in accordance with this Agreementmonthly. c. The 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 ancUor 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 LicensorLicensor 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 (10IO) business days of such terminationtermination or expiration, 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 AgreementAgreement , in the event of the terminationor termination or expiration of this Agreement, no part of any advance amounts amounts, Deposit, Royalties or GMR paid by Licensee to the Licensors 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 ofthis 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 termination of this Agreement, 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 andshall not permit any affiliate of Licensee or any third party to) engage in any such activity. Thirty (30) days before the expiration of this Agreement and immediately after any earlier termination of this Agreement, Licensee will furnish to the Licensors a certificate showing the number and description of Products on hand or in process of manufacture and 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 being 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 expiration have been made on or before the expiration date of this Agreement, then, for a period of one hundred eighty (180) days following the expiration of this Agreement, Licensee may sell-off and deliver the Products identified on the Remaining Inventory List submitted to the Licensor in accordance with the preceding paragraph (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 normal course of business, and (ii) statements and payments with respect to the Sell-Off Period must be made in accordance with this Agreement. c. 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 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 terminated by the Licensor, Licensee shall furnish to Licensor,, within ten (10) business days of such termination, 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 terminationor termination or expiration of this Agreement, no part of any advance amounts paid by Licensee to the Licensors under this Agreement shall be returned or refunded to Licensee. In addition, Licensee shall not be relieved of its obligation to pay any amounts due or payable to Licensor, and upon termination or expiration ofthis Agreement, Licensee shall pay to Licensor all monies due or payable.

Result of Termination. a. After expiration or termination of this Agreement, 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. Thirty (30) days before the expiration of this Agreement and immediately after any earlier termination of this Agreement, Licensee will furnish to the Licensors a certificate showing the number and description of Products Product on hand or in process of manufacture and locationthereof 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 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 expiration have been made on or before the expiration date of this Agreement, then, for a period of one hundred eighty (180) days following the expiration of this Agreement, Licensee 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 paragraph sentence (the "“Sell-Off Period"); 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 normal course of business, and (ii) statements and payments with respect to the Sell-Off Period must be made in accordance with this Agreement. c. The Licensor 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 ancUor 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 terminated by the LicensorLicensors, Licensee shall furnish to Licensor,Licensors, within ten (10) business days of or such termination, . a further detailed written statement as to the inventory of each of the ProductsLicensed Articles, and the Licensor Licensors 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 licensee to sell the inventory in the regular course of business during for a period of one hundred eighty (180) days following the Sell-Off Periodtermination. After the Sell-Off Period180 day period, Licensor may require Licensee to destroy such remaining inventory in a manner satisfactory to in the presence of Licensor's Licensors' representative and/or provide Licensor Licensors with an affidavit of or such destruction sworn to by one of Licensee's principal officers. e. In the event that the Licensors elect to purchase any 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 of 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 terminationor termination or expiration of or this Agreement, no part of any advance amounts paid by Licensee to the Licensors under this Agreement shall be returned or refunded to Licensee. In addition, Licensee shall not be relieved of its obligation to pay any amounts due or payable to Licensor, and upon termination or expiration ofthis of this Agreement, Licensee shall pay to Licensor all monies due or payable.

Result of Termination. a. After expiration or proper termination (including the expiration of any applicable cure period , if any) of this AgreementAgreement by Licensor, Licensee shall have no right to manufacturemanufacture , 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 period, 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 AgreementAgreement , Licensee will furnish to the Licensors Licensor a certificate showing the number and description of Products on hand or in process of manufacture and locationthereof 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 notified of the termination of the Termbeing, 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 of this Agreementand 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 may 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 paragraph sentence (the "Sell-Off Period"); providedprovided , however that (i) the Products on the Remaining Inventory List may only be sold in accordance with this Agreement and in the normal norm al course of businessbusiness , and (ii) statements such sales shall be made subject to all of the provisions of this Agreement and payments 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 must shall be made in accordance with this Agreementmonthly. c. The 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 ancUor 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 LicensorLicensor 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 (10IO) business days of such terminationtermination or expiration, 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 AgreementAgreement , in the event of the terminationor termination or expiration of this Agreement, no part of any advance amounts amounts, Deposit, Royalties or GMR paid by Licensee to the Licensors 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 ofthis 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 AgreementAgreement by Licensor, Licensee shall have no right to manufacturemanufacture , 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 AgreementAgreement , Licensee will furnish to the Licensors Licensor a certificate showing the number and description of Products on hand or in process of manufacture and locationthereof 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 notified of the termination of the Termbeing, 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 of this Agreementand 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 may 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 paragraph sentence (the "Sell-Off Period"); providedprovided , however that (i) the Products on the Remaining Inventory List may only be sold in accordance with this Agreement and in the normal norm al course of businessbusiness , and (ii) statements such sales shall be made subject to all of the provisions of this Agreement and payments 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 must shall be made in accordance with this Agreementmonthly. c. The 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 ancUor 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 LicensorLicensor 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 (10IO) business days of such terminationtermination or expiration, 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 terminationor termination or expiration of this Agreement, no part of any advance amounts amounts, Deposit, Royalties or GMR paid by Licensee to the Licensors 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 ofthis 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 termination of this Agreement, 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. Thirty (30) days before the expiration of this Agreement and immediately after any earlier termination of this Agreement, Licensee will furnish to the Licensors a certificate showing the number and description of Products Product on hand or in process of manufacture and locationthereof 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 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 expiration have been made on or before the expiration date of this Agreement, then, for a period of one hundred eighty (180) days following the expiration of this Agreement, Licensee 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 paragraph sentence (the "“Sell-Off Period"); 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 normal course of business, and (ii) statements and payments with respect to the Sell-Off Period must be made in accordance with this Agreement. c. The Licensor 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 ancUor 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 terminated by the LicensorLicensors, Licensee shall furnish to Licensor,Licensors, within ten (10) business days of or such termination, . a further detailed written statement as to the inventory of each of the ProductsLicensed Articles, and the Licensor Licensors 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 licensee to sell the inventory in the regular course of business during for a period of one hundred eighty (180) days following the Sell-Off Periodtermination. After the Sell-Off Period180 day period, Licensor may require Licensee to destroy such remaining inventory in a manner satisfactory to in the presence of Licensor's Licensors' representative and/or provide Licensor Licensors with an affidavit of or such destruction sworn to by one of Licensee's principal officers. e. In the event that the Licensors elect to purchase any an or all of such inventory pursuant to 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 of 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 terminationor termination or expiration of or this Agreement, no part of any advance amounts paid by Licensee to the Licensors under this Agreement shall be returned or refunded to Licensee. In addition, Licensee shall not be relieved of its obligation to pay any amounts due or payable to Licensor, and upon termination or expiration ofthis of this Agreement, Licensee shall pay to Licensor all monies due or payable.