Common use of Sell-Off Period Clause in Contracts

Sell-Off Period. Following the termination or expiration of this Agreement, Licensor shall, at its option, be entitled to designate a person duly licensed to receive distilled spirits from Licensee to purchase from Licensee all existing Authorized Products within thirty (30) business days after receipt of such inventory following Licensee’s termination at Licensee’s hard cost; provided, however, if this Agreement was terminated by Licensor due to Licensee’s breach hereof in accordance herewith, then Licensee shall deliver the foregoing items at no charge to Licensor’s duly-licensed designee, notwithstanding the foregoing. Provided this Agreement has not been terminated by Licensor for a breach hereof by Licensee in accordance herewith, and if Licensor’s duly-licensed designee does not acquire the inventory pursuant to the previous sentence, Licensee may sell-off any existing Authorized Products (“Sell-Off Products”) for a period of six (6) months (the “Sell-Off Period”). Such Sell-Off Products may be discounted to no lower than [****] of original wholesale price to allow Licensee to sell through the Sell-Off Products. However, retailers shall be encouraged to sell within the original MSRP and not drop pricing below the original MSRP for any reason, including that it denigrates the overall perception of the brand. If, during the Sell-Off Period, Licensee breaches any obligation under the Agreement, Licensor shall be entitled to terminate all sell-off rights immediately on written notice to Licensee upon the breach of this Agreement by Licensee (i) if such breach is specified herein as a breach for which no cure is permitted, or (ii) for any other breach, the breach is not cured within ten (10) days after Licensee’s receipt of notice of breach. In the event (x) Licensor’s duly-licensed designee does not purchase all of the aforesaid Authorized Products, or (y) all sell-off rights provided have expired, Licensor shall be entitled to cause all Products in the possession of Licensee to be destroyed on an agreed date, time and place, with Licensor and/or its representative entitled to be present at such destruction.

Sell-Off Period. Following In the termination event Licensor does not exercise its purchase option or expiration purchases less than all of the Inventory, and if the License expires or is terminated by Licensor other than under Section 10.2 of this Agreement, Licensor shallLicensee (but no other person or entity) shall have the right to sell the remaining Licensed Products within the Licensed Territory for a period of three (3) months immediately following expiration of the License Period (“Sell-off Period”) provided that: (a) the provisions of this Agreement, at its optionincluding those concerning the calculation and payment of Royalties, be entitled to designate a person duly licensed to receive distilled spirits from shall remain in force and effect during the Sell-off Period; (b) Licensee to purchase from Licensee all existing Authorized Products shall have no exclusive rights during the Sell-off Period; and (a) within thirty (30) business days after receipt from the expiration of such inventory following the Sell-off Period, Licensee shall furnish to Licensor a statement showing the quantity, type, class, category, SKU number and condition of Licensed Article(s) and/or Advertising and Promotion materials then on hand or held for Licensee’s termination at inventory (“Final Inventory”). Licensee’s hard cost; provided, however, if this Agreement was terminated by Licensor due to Licensee’s breach hereof in accordance herewith, then Licensee shall deliver the foregoing items at no charge to Licensor’s duly-licensed designee, notwithstanding the foregoing. Provided this Agreement has not been terminated by Licensor for a breach hereof by Licensee in accordance herewith, and if Licensor’s duly-licensed designee does not acquire the inventory pursuant to the previous sentence, Licensee may right of sell-off shall itself terminate automatically if Licensee breaches any existing Authorized Products (“Sell-Off Products”) for a period of six (6) months (the “Sell-Off Period”). Such Sell-Off Products may be discounted to no lower than [****] of original wholesale price to allow Licensee to sell through the Sell-Off Products. Howeverterm, retailers shall be encouraged to sell within the original MSRP and not drop pricing below the original MSRP for any reasoncondition, including that it denigrates the overall perception of the brand. Ifobligation, representation or warranty herein during the Sell-Off off Period. After the expiration of the Sell-off Period, Licensee breaches any obligation under the Agreement, Licensor shall be entitled to terminate destroy all sell-off rights immediately on written notice to Licensee upon the breach of this Agreement by Licensee (i) if such breach is specified herein as a breach for which no cure is permitted, or (ii) for any other breach, the breach is not cured within ten (10) days after Licensed Products and and/or Advertising and Promotion materials remaining in Licensee’s receipt of notice of breach. In possession which are identified in any manner by or with the event (x) Licensor’s duly-licensed designee does not purchase all of the aforesaid Authorized ProductsLicensed Property, or (y) all sell-off rights provided have expired, Licensor and shall be entitled to cause all Products in the possession submit a statement certified by an authorized representative of Licensee attesting to be destroyed on an agreed date, time and place, with Licensor and/or its representative entitled to be present at detailing the destruction of such destructionLicensed Products.

Sell-Off Period. Following From and after the termination or expiration Closing, Seller and its affiliates shall cease all use of this Agreementthe Purchased Assets, Licensor shallincluding without limitation all use of the Subject XX Xxxxx, at its option, be entitled and accordingly shall cease to designate a person duly licensed to receive distilled spirits from Licensee to purchase from Licensee all existing Authorized Products within thirty (30) business days after receipt of such inventory following Licensee’s termination at Licensee’s hard cost; provided, however, if this Agreement was terminated by Licensor due to Licensee’s breach hereof in accordance herewith, then Licensee shall deliver sell any merchandise branded with the foregoing items at no charge to Licensor’s duly-licensed designee, notwithstanding Subject XX Xxxxx. Notwithstanding the foregoing. Provided this Agreement has not been terminated by Licensor for a breach hereof by Licensee in accordance herewith, and if Licensor’s duly-licensed designee does not acquire the inventory pursuant to the previous sentence, Licensee may sell-off any existing Authorized Products (“Sell-Off Products”) for a period of six (6) months 30 days following the Closing (the “Sell-Off off Period”), Seller shall have a limited, non-exclusive license to use the Subject XX Xxxxx for the sole purpose of selling during the Sell-off Period up to $125,000 (landed cost) of inventory of the AB Business that is acquired by Seller after the date hereof pursuant to vendor orders that are expected to be fulfilled after the Closing Date and that is branded with such Subject XX Xxxxx (the “Open Orders”), it being understood that the Open Orders will consist of inventory sold to quality specialty and department stores, such as Neiman Marcus, Nordstrom, Bloomingdale’s and Von Maur (“Wholesale Buyers”). Such Sell-Off Products may be discounted to no lower than [****] of original wholesale price to allow Licensee to sell through the Sell-Off Products. However, retailers shall be encouraged to sell within the original MSRP and not drop pricing below the original MSRP for any reason, including that it denigrates the overall perception use of the brand. If, Subject XX Xxxxx by Seller during the Sell-Off off Period shall be consistent with past business use of such trademarks by Seller in connection with the sale of AB Business merchandise, maintaining its current standards of high quality. Seller shall immediately cease using the Subject XX Xxxxx in all respects immediately upon the expiration of the Sell-off Period, Licensee breaches including ceasing to sell any obligation under merchandise branded with the AgreementSubject XX Xxxxx. Except for the Open Orders, Licensor Seller will cease manufacturing, fabricating or otherwise producing any new or additional products branded with the Subject XX Xxxxx effective as of the Closing Date. Seller shall be entitled responsible for any and all liabilities, obligations or losses arising from its use of the Subject XX Xxxxx or sale of the AB Business inventory following the Closing, which liabilities, obligations and losses shall be deemed to terminate all sell-off rights immediately on written notice to Licensee upon the breach be Retained Liabilities for purposes of this Agreement by Licensee Agreement. 8. A new Section 5.06 (i“Inventory and Website Arrangements”) if such breach is specified herein as a breach for which no cure is permitted, or (ii) for any other breach, the breach is not cured within ten (10) days after Licensee’s receipt of notice of breach. In the event (x) Licensor’s duly-licensed designee does not purchase all of the aforesaid Authorized Products, or (y) all sell-off rights provided have expired, Licensor shall be entitled added to cause all Products the Purchase Agreement to read in the possession of Licensee to be destroyed on an agreed date, time and place, with Licensor and/or its representative entitled to be present at such destruction.entirety as set forth below:

Sell-Off Period. Following (i) Upon the expiration of the applicable License Period, WWE shall have the right to complete the manufacturing Licensed Products that were in the process of being manufactured in the ordinary course of business at the time of such expiration, market and sell (but not to continue to develop new Licensed Products), any Licensed Products containing Licensed IP in inventory, on hand, manufactured, in the process of being manufactured, and already approved by Talent in accordance with Section 4(e) for a period of one hundred eighty (180) days immediately following such expiration or termination (“Sell Off Period”); provided, that, subject in each case to WWE’s payment of all Royalties pursuant to Section 6(b); provided, that, in connection with any Approved Long Term License, WWE and the applicable sublicensee shall be permitted to continue to manufacture, sell and distribute such Licensed Products until the expiration of the approved term of such Approved Long Term License. To the extent WWE has control, WWE agrees to refrain from Dumping any Licensed Products during the Sell Off Period. Promptly following the expiration of the Sell Off Period, WWE shall, as directed by Talent, return or destroy, or cause to be returned or destroyed, any and all remaining Licensed Products that display or otherwise include Talent’s Name and Likeness or the Talent Intellectual Property except that WWE shall be able to keep limited samples of such Licensed Products for historic purposes only. For the avoidance of doubt, such items not to be sold. In complying with the foregoing requirement, WWE shall provide a statement to Xxxxxx signed by an officer of WWE certifying such return or destruction. (ii) For the avoidance of doubt, in the event this Agreement is terminated by WWE pursuant to Sections 7(a)(i) or 7(a)(ii), or pursuant to Section 7(b)(iv), but only in the event of a Change of Control to a Qualified Assignee or Section 7(b)(v), all rights of WWE to manufacture, market and sell any Licensed Products pursuant to this Agreement shall continue for the duration of the applicable License Period. For the avoidance of doubt, in the event this Agreement is terminated by WWE pursuant to Section 7(a)(iii) or by Lender pursuant to Section 7(b)(i), 7(b)(ii), 7(b)(iii), or 7(b)(vi), or in the event of a Change of Control other than to a Qualified Assignee WWE shall have no right to use Talent’s Name and Likeness or the Talent Intellectual Property pursuant to this Agreement, except (A) for any perpetual rights that are granted to WWE in Sections 4(a)-(d) and (B) WWE shall have the right to continue to manufacture, market and sell, any Licensed Products containing Licensed IP in inventory, on hand, manufactured, in the process of being manufactured, and already approved by Talent in accordance with Section 4(e) for the Sell Off Period provided, that, in the event of a termination of this Agreement pursuant to Section 7(a)(iii) or Section 7(b)(i), 7(b)(ii), 7(b)(iii), 7(b)(iv), or 7(b)(vi), if and to the extent that any Licensed Products are manufactured, sold or distributed by any third party pursuant to a sublicense agreement between WWE and such third party entered into prior to such termination, such third party sublicensee shall be permitted to continue to manufacture, sell and distribute such Licensed Products until the earlier of (i) the termination or expiration of this Agreementthe applicable sublicense agreement and (ii) the expiration of the License Period applicable to such Licensed Product, Licensor shall, at its option, be entitled subject in each case to designate a person duly licensed WWE’s payment of all Royalties pursuant to receive distilled spirits from Licensee to purchase from Licensee all existing Authorized Products within thirty (30) business days after receipt of such inventory following Licensee’s termination at Licensee’s hard costSection 6(b); provided, howeverthat, if this Agreement was terminated by Licensor due to Licensee’s breach hereof in accordance herewithconnection with any Approved Long Term License, then Licensee shall deliver WWE and the foregoing items at no charge to Licensor’s duly-licensed designee, notwithstanding the foregoing. Provided this Agreement has not been terminated by Licensor for a breach hereof by Licensee in accordance herewith, and if Licensor’s duly-licensed designee does not acquire the inventory pursuant to the previous sentence, Licensee may sell-off any existing Authorized Products (“Sell-Off Products”) for a period of six (6) months (the “Sell-Off Period”). Such Sell-Off Products may be discounted to no lower than [****] of original wholesale price to allow Licensee to sell through the Sell-Off Products. However, retailers applicable sublicensee shall be encouraged permitted to continue to manufacture, sell within and distribute such Licensed Products until the original MSRP and not drop pricing below the original MSRP for any reason, including that it denigrates the overall perception expiration of the brandapproved term of such Approved Long Term License. IfTo the extent WWE has control over the sale or distribution of already manufactured Licensed Products, WWE agrees to refrain from Dumping any Licensed Products during the Sell-Sell Off Period, Licensee breaches any obligation under Period or otherwise. Promptly following the Agreement, Licensor shall be entitled to terminate all sell-off rights immediately on written notice to Licensee upon the breach termination of this Agreement by Licensee (iWWE pursuant to Section 7(a)(iii) if such breach is specified herein as a breach for which no cure is permittedor by Lender pursuant to Section 7(b)(i), 7(b)(ii), 7(b)(iii), 7(b)(iv), or (ii) 7(b)(vi), WWE shall, as directed by Talent, return or destroy, or cause to be returned or destroyed, any and 4 all remaining Licensed Products that display or otherwise include Talent’s Name and Likeness or the Talent Intellectual Property except that WWE shall be able to keep limited samples of such Licensed Products for any other breachhistoric purposes only. For the avoidance of doubt, the breach is such items not cured within ten (10) days after Licensee’s receipt of notice of breachto be sold. In complying with the event (xforegoing requirement, WWE shall provide a statement to the DJ Parties signed by an officer of WWE certifying such return or destruction. Except as set forth in the preceding sentences, following any such termination by WWE pursuant to Section 7(a)(iii) Licensor’s duly-licensed designee does not purchase all of the aforesaid Authorized Productsor Lender pursuant to Section 7(b)(i), 7(b)(ii), 7(b)(iii), 7(b)(iv), or 7(b)(vi) (as applicable), WWE shall have no right to use and shall immediately cease all usages of Talent’s Name and Likeness or the Talent Intellectual Property pursuant to this Agreement (e.g., remove Talent’s Name and Likeness or the Talent Intellectual Property from WWE’s social media accounts, and where possible, from marketing and advertising materials, etc.) and (y) all sell-off rights provided have expired, Licensor shall be entitled to cause all Products destroy any inventory or packaging incorporating Talent’s Name and Likeness or the Talent Intellectual Property remaining in the possession WWE’s possession, as directed by Talent. In complying with the foregoing requirement, WWE shall provide a statement to Xxxxxx signed by an officer of Licensee to be destroyed on an agreed date, time and place, with Licensor and/or its representative entitled to be present at WWE certifying such destructiondestruction or return.

Sell-Off Period. Following 9.1. The Licensee shall after the termination or expiration of this Agreement, Licensor shall, at its option, be entitled to designate a person duly licensed to receive distilled spirits from Licensee to purchase from Licensee all existing Authorized Products within thirty (30) business days after receipt of such inventory following Licensee’s termination at Licensee’s hard cost; provided, however, if this Agreement was terminated by Licensor due to Licensee’s breach hereof in accordance herewith, then Licensee shall deliver the foregoing items at no charge to Licensor’s dulyTerm have the non-licensed designee, notwithstanding the foregoing. Provided this Agreement has not been terminated by Licensor for a breach hereof by Licensee in accordance herewith, and if Licensor’s duly-licensed designee does not acquire the inventory pursuant to the previous sentence, Licensee may sell-off any existing Authorized Products (“Sell-Off Products”) for a period of six (6) months (the “Sell-Off Period”). Such Sell-Off Products may be discounted to no lower than [****] of original wholesale price to allow Licensee to sell through the Sell-Off Products. However, retailers shall be encouraged to sell within the original MSRP and not drop pricing below the original MSRP for any reason, including that it denigrates the overall perception of the brand. If, exclusive right during the Sell-Off Period to sell off all unsold stocks of the products by means of Mail Order Sales and/or Wholesale/Retail Sales. For the avoidance of doubt the Licensee shall not have the right during the Sell-Off Period to sell the Products at live concert performances of Licensor. The Licensee shall pay to the Licensor sums from time to time equal to such percentages as may be applicable in accordance with the provisions of clauses 5 of the gross income (if any) received by the Licensee or on its behalf from the sale of the Products during such Sell-Off Period after deduction from such gross income (if any) of the Permitted Royalty Deductions and shall (subject to recoupment in full by the Licensee of the Advance) account for and pay such sums as may be due to the Licensor pursuant to this Clause within forty five (45) days from the end of the Sell-Off Period, . The Licensee breaches shall not in the last three (3) months prior to the expiration of the Term manufacture stocks of the Products in excess of those reasonably anticipated as being required until such expiration of the Term. During the Sell-Off Period the Licensee may not manufacture any obligation under quantities of the Agreement, Products whatsoever. Upon expiration of the Term the Licensor shall be entitled to terminate purchase (at cost price) all unsold stock whereupon the Licensee’s sell-off rights immediately on written notice to Licensee upon the breach of this Agreement by Licensee (i) if such breach is specified herein as a breach for which no cure is permitted, or (ii) for any other breach, the breach is shall not cured within ten (10) days after Licensee’s receipt of notice of breachapply. 9.2. In the event (x) Licensor’s duly-licensed designee does not purchase all Upon expiration of the aforesaid Authorized Products, or (y) all sellSell-off rights provided have expired, Off Period the Licensor shall provide a further inventory detailing unsold stock and the Licensor shall be entitled to cause all Products in purchase (at cost price) the possession unsold stock. In the event that the Licensor elects not to purchase such stock the Licensee will forthwith destroy the same and will within seven (7) days thereafter provide the Licensor with a sworn statement by an officer of the Licensee attesting to be destroyed on an agreed date, time and place, with Licensor and/or its representative entitled to be present at such destruction.

Sell-Off Period. Following In the termination event Licensor does not exercise its purchase option or expiration purchases less than all of the Inventory, and if the License expires or is terminated by Licensor other than under Section 10.2 of this Agreement, Licensor shallLicensee (but no other person or entity) shall have the right to sell the remaining Licensed Products within the Licensed Territory for a period of three (3) months immediately following expiration of the License Period (“Sell-off Period”) provided that: (a) the provisions of this Agreement, at its optionincluding those concerning the calculation and payment of Royalties, be entitled to designate a person duly licensed to receive distilled spirits from shall remain in force and effect during the Sell-off Period; (b) Licensee to purchase from Licensee all existing Authorized Products shall have no exclusive rights during the Sell-off Period; and (c) within thirty (30) business days after receipt from the expiration of such inventory following the Sell-off Period, Licensee shall furnish to Licensor a statement showing the quantity, type, class, category, SKU number and condition of Licensed Article(s) and/or Advertising and Promotion materials then on hand or held for Licensee’s termination at inventory (“Final Inventory”). Licensee’s hard cost; provided, however, if this Agreement was terminated by Licensor due to Licensee’s breach hereof in accordance herewith, then Licensee shall deliver the foregoing items at no charge to Licensor’s duly-licensed designee, notwithstanding the foregoing. Provided this Agreement has not been terminated by Licensor for a breach hereof by Licensee in accordance herewith, and if Licensor’s duly-licensed designee does not acquire the inventory pursuant to the previous sentence, Licensee may right of sell-off shall itself terminate automatically if Licensee breaches any existing Authorized Products (“Sell-Off Products”) for a period of six (6) months (the “Sell-Off Period”). Such Sell-Off Products may be discounted to no lower than [****] of original wholesale price to allow Licensee to sell through the Sell-Off Products. Howeverterm, retailers shall be encouraged to sell within the original MSRP and not drop pricing below the original MSRP for any reasoncondition, including that it denigrates the overall perception of the brand. Ifobligation, representation or warranty herein during the Sell-Off off Period. After the expiration of the Sell-off Period, Licensee breaches any obligation under the Agreement, Licensor shall be entitled to terminate destroy all sell-off rights immediately on written notice to Licensee upon the breach of this Agreement by Licensee (i) if such breach is specified herein as a breach for which no cure is permitted, or (ii) for any other breach, the breach is not cured within ten (10) days after Licensed Products and and/or Advertising and Promotion materials remaining in Licensee’s receipt of notice of breach. In possession which are identified in any manner by or with the event (x) Licensor’s duly-licensed designee does not purchase all of the aforesaid Authorized ProductsLicensed Property, or (y) all sell-off rights provided have expired, Licensor and shall be entitled to cause all Products in the possession submit a statement certified by an authorized representative of Licensee attesting to be destroyed on an agreed date, time and place, with Licensor and/or its representative entitled to be present at detailing the destruction of such destructionLicensed Products.

Sell-Off Period. Following In the termination or expiration event that (i) this Agreement is terminated pursuant to Section 12(c) of this Agreementthe Standard Terms and Conditions, Licensor shall, at its option, be entitled to designate a person duly licensed to receive distilled spirits from Licensee to purchase from Licensee all existing Authorized Products within thirty (30) business days after receipt of such inventory following provided that Licensee’s notice of termination at sent pursuant to Section 12(c) is not sent in response to a breach notice sent by Licensor to Licensee’s hard cost; provided, however, if (ii) this Agreement was terminated has expired pursuant to its terms, (iii) Licensee is not in breach hereof, (iv) all [●], Royalties, [●] and CMF contributions have been received in full by Licensor due and all Advertising Commitments have been spent by Licensee (and/or paid to Licensee’s breach hereof in accordance herewithLicensor, as applicable), and (v) Licensee has provided to Licensor any and all information requested, including, without limitation, inventory and trademark information, then Licensee shall deliver have the foregoing items at no charge non-exclusive right to Licensor’s duly-licensed designee, notwithstanding the foregoing. Provided this Agreement has not been terminated by Licensor for a breach hereof by Licensee in accordance herewith, and if Licensor’s duly-licensed designee does not acquire the inventory pursuant to the previous sentence, Licensee may sell-off any existing Authorized Products Inventory (“Sell-Off Products”as defined in Section 13(c) of the Standard Terms and Conditions) within the Territory and Permitted Distribution Channels for a period of six (6) months [●] following the expiration of the Term (the “Sell-Off Period”), in which case Licensee shall account to Licensor for Royalties relating thereto as provided for herein. Such SellLicensee’s right of sell-Off Products may be discounted to no lower than [****] of original wholesale price to allow off will itself terminate automatically if Licensee to sell through breaches any term, condition, obligation, representation or warranty herein during the Sell-Off ProductsPeriod which may reasonably cause an adverse consequence to Licensor’s business. HoweverDuring such period, retailers Licensee shall not be encouraged entitled to sell within use Licensed Property in any new or additional Licensed Product(s), Advertisements or Packaging of any kind where the original MSRP and same was not drop pricing below the original MSRP for any reason, including that it denigrates the overall perception of the brand. If, Approved before or during the Sell-Off Period. It is specifically understood and agreed that Licensee shall not have the right to manufacture or have manufactured any Licensed Product(s) for a period of three (3) months prior to the expiration, Licensee breaches any obligation under except to fill orders made during the AgreementTerm and prior to the Sell-Off Period. Following the expiration of the Sell-Off Period, Licensor shall be entitled have the right, but not the obligation, to terminate purchase all sell-off rights immediately on written notice to Licensee upon the breach of this Agreement by Licensee (iexisting Licensed Product(s) if such breach is specified herein as a breach for which no cure is permitted, or (ii) for any other breach, the breach is not cured within ten (10) days after remaining in Inventory at Licensee’s receipt actual manufacturing cost thereof. If Licensor elects not to purchase any Licensed Product(s), then Licensee shall destroy the same and furnish Licensor with a certificate of notice of breach. In the event (x) Licensor’s duly-licensed designee does not purchase all of the aforesaid Authorized Products, or (y) all sell-off rights provided have expired, Licensor shall be entitled to cause all Products in the possession of Licensee to be destroyed on an agreed date, time and place, with Licensor and/or its representative entitled to be present at such destruction.

Sell-Off Period. Following After expiration or termination of the termination or expiration of license under this Agreement, Licensor shallLICENSEE shall have no further right to manufacture, at advertise, distribute, sell, or otherwise deal in any LICENSED ARTICLES which utilize the PROPERTY, except as hereinafter provided. (i) LICENSEE shall prepare a fully written inventory list (which shall include the total and itemized costs involved in the manufacture and the manufacturing process of the LICENSED ARTICLES) and submit same to OWNER within ten (10) days of the expiration or termination of the license under this Agreement. Such list will include orders on hand, work in process, as well as finished LICENSED ARTICLES. (ii) For a period of twenty (20) days thereafter, OWNER shall have the right, which it shall exercise in its optionsole discretion, be entitled to designate a person duly licensed to receive distilled spirits from Licensee to purchase from Licensee any or all existing Authorized Products within thirty (30) business days after receipt inventory at the inventory value, which such value shall be the lower of cost or fair market value. If OWNER exercises such inventory following Licensee’s termination at Licensee’s hard cost; providednight of purchase, however, if this Agreement was terminated by Licensor due to Licensee’s breach hereof in accordance herewith, then Licensee LICENSEE shall deliver the foregoing items at no charge inventory referred to Licensor’s duly-licensed designee, notwithstanding the foregoing. Provided this Agreement has not been terminated by Licensor for a breach hereof by Licensee in accordance herewith, and if Licensor’s duly-licensed designee does not acquire the inventory pursuant to the previous sentence, Licensee may sell-off any existing Authorized Products (“Sell-Off Products”) for a period of six (6) months (the “Sell-Off Period”). Such Sell-Off Products may be discounted to no lower than [****] of original wholesale price to allow Licensee to sell through the Sell-Off Products. However, retailers shall be encouraged to sell within the original MSRP and not drop pricing below the original MSRP for any reason, including that it denigrates the overall perception of the brand. If, during the Sell-Off Period, Licensee breaches any obligation under the Agreement, Licensor shall be entitled to terminate all sell-off rights immediately on written OWNER's notice to Licensee upon the breach of this Agreement by Licensee (i) if such breach is specified herein as a breach for which no cure is permitted, or (ii) for any other breach, the breach is not cured within ten (10) days after Licensee’s OWNER's said notice with the exception of inventory necessary to fulfill orders then actually in hand. OWNER shall pay LICENSEE for such delivered inventory which is in marketable condition and is not a SECOND within twenty (20) days after its receipt thereof OWNER shall destroy all unmarketable or SECONDS inventory received. (iii) Upon said expiration or termination, and if OWNER does not elect to purchase the inventory, unless the expiration or termination shall occur as a result of a violation of Paragraph 3, 5 or 11 hereof, LICENSEE, on a non-exclusive basis, may dispose of LICENSED ARTICLES which are on hand or in process at the time of such expiration or termination against orders actually received by LICENSEE on or before such expiration or termination date, for a period of ninety (90) days therefrom at full price and not as close outs, provided all payments with respect to that ninety (90) day period are made in accordance with Paragraph 3 hereof, and provided further, that LICENSEE shall not increase its inventory during the three-month period prior to expiration to excessive levels in relation to all prior periods of time, or increase its inventory upon receipt of a notice of breach. In the event (x) Licensor’s duly-licensed designee does not purchase all of the aforesaid Authorized Products, or (y) all sell-off rights provided have expired, Licensor shall be entitled to cause all Products in the possession of Licensee to be destroyed on an agreed date, time and place, with Licensor and/or its representative entitled to be present at such destructiontermination.