Sell-Off Rights. Notwithstanding the foregoing, if this Agreement terminates other than pursuant to Section 5.1, 5,3.1 or 5.3.2, LICENSEE and its Affiliates shall have a period of six (6) months to sell off its inventory of Licensed Product(s) existing on the date of termination of this Agreement and shall pay royalties to DREXEL with respect to such Licensed Product(s) within thirty (30) days following the expiration of such six-month period (“Sell Off Right”).
Sell-Off Rights. Notwithstanding the foregoing, if this Agreement terminates for any reason, Licensee, its Affiliates and all Sublicensees shall have a period of six (6) months to sell off their inventories of Penn Licensed Product(s) existing or in the process of being manufactured on the date of termination of this Agreement, and Licensee shall pay to Penn any royalties due hereunder with respect to such Penn Licensed Product(s) within thirty (30) days following the expiration of such six-month period (“Sell Off Right”).
Sell-Off Rights. After the Termination Date, the Parties shall have the right to continue to sell inventories of SII Products (in the case of FEP) and FEP Products (in the case of SII) for a limited time following termination in accordance with their respective sell-off rights under the Subject Agreements, provided that, notwithstanding any provision in such agreements to the contrary:
(a) FEP shall have the right to continue to sell SII Products in the Americas for a period of ****;
(b) FEP shall have the right to continue to sell SII Products in Germany for a period of ****; and
(c) SII shall have the right to continue to sell the FEP Products in Japan until the end of ****. Upon the expiration of a Party’s sell-off rights in a given territory, such Party shall, in accordance with the once applicable provisions of the US Agreement or the Omnibus Agreement, and except to the extent specifically permitted pursuant to that certain Supply and Distribution Agreement of even date herewith between SII and FEP, cease in such territory to promote, market or advertise, or hold itself out as an authorized distributor of, in the case of FEP, SII Products and, in the case of SII, FEP Products.
Sell-Off Rights. Upon termination of this Agreement, Broderbund --------------- shall immediately cease all manufacturing of the Products; provided, however, -------- ------- that Broderbund may continue to market and sell any inventory in existence as of the date of such termination for a period of nine (9) months after termination and royalties shall be payable on such Products pursuant to Section 6. All OEM sublicense agreements entered into by Broderbund prior to the expiration of this Agreement shall continue in full force and effect after the expiration. Notwithstanding the foregoing, in the event that Broderbund terminates this Agreement pursuant to Section 9.3(b) above the sell-off period shall be eighteen (18) months from the effective date of the termination.
Sell-Off Rights. Notwithstanding the foregoing, if this Agreement terminates other than pursuant to Section 5.3, Licensee and its Affiliates and Sublicensees shall have the right to sell off its inventory of Institute Licensed Product(s) existing on the date of termination of this Agreement (“Sell Off Right”), subject to the royalty obligation of Section 3.1.3.
Sell-Off Rights. Only in the case of termination of this Agreement by Licensee due to Platinum's breach or upon expiration of the Term of this Agreement, Licensee shall have the right to sell-off such existing units for a period of one hundred and eighty (180) days from the date of Licensee's termination or expiration of this Agreement, whichever is sooner, on which Royalties shall be reported and paid to Platinum (including those royalties due under Paragraphs 2(a)(i)). After expiration of the sell-off period, Licensee shall destroy all units of the Title that have not been sold, at Licensee's expense, and certify to Platinum in writing that such units have been destroyed.
Sell-Off Rights i. Within [———]42 days of the expiration or termination of this Agreement, Licensee shall deliver to Licensor a complete and accurate schedule of Licensee's inventory of Licensed Products on hand, in process of manufacture and in transit, including without limitation, raw materials, bulk materials, ingredients, supplies and containers (the “Final Inventory”). Such schedule shall be prepared as of the close of business on the date of such expiration or termination and shall state Licensee's Fully Burdened Cost (i.e., cost plus reasonable allocation of overhead not to exceed [———]43) of each such item and its condition. Licensor thereupon shall have the option, exercisable by notice to Licensee within [———]44 days after its receipt of the complete Final Inventory schedule in written form, or from time to time thereafter to the extend Final Inventory is available, to purchase any or all of the Final Inventory for an amount equal to the Fully Burdened Cost of the Final Inventory being purchased. Licensor shall have the option, exercisable by notice to Licensee within [———]45 days after its receipt of the complete schedule of tools, dies and molds (“Production Materials”), to purchase any or all of the Production Materials for the stated cost. If such purchase option should be exercised by Licensor, then Licensee shall deliver to Licensor or its designee all of the Final Inventory purchased by Licensor within [———]46 days after Licensor's said notice of exercise of its option. Licensor shall pay Licensee for such Final Inventory in cash or certified check upon delivery of such Final Inventory.
Sell-Off Rights. For a period of 12 months following the termination of this Agreement, Ideal may continue to Promote the Product Line and otherwise exercise the License Rights with respect thereto on a nonexclusive basis for the limited purposes of completing any work-in process as of the date of termination and selling off any of its remaining inventory of the Product Line.
Sell-Off Rights. Notwithstanding the foregoing, if this Agreement terminates other than pursuant to Section 5.3 .1, Licensee and its Affiliates shall have a period of six (6) months to sell off its inventory of Rockefeller Licensed Product(s) existing on the date of termination of this Agreement and shall pay royalties to Rockefeller with respect to such Rockefeller Licensed Product(s) within thirty (30) days following the expiration of such six-month period ("Sell Off Right"); provided that no Sell Off Right shall exist for that portion of Licensee's inventory that exceeds by more than fifty percent (50%) the average inventory of finished or unfinished Rockefeller Licensed Products or component parts there for held by Licensee and its Affiliates during the twelve (12) months immediately preceding termination of this Agreement.
Sell-Off Rights. Without limiting Section 7.2, upon termination of this Agreement, RTI and its sublicensees and distributors shall have the right to sell off their respective remaining inventories of Products, and RTI shall be entitled to receive payment with respect to such sales in accordance with Section 3.1(a); PROVIDED, HOWEVER, that RTI shall offer the Company the opportunity to purchase such Products, and the Company shall have the right of first refusal to purchase any such Product, at a price equal to the price offered to RTI by a third party, within a period of 10 business days after RTI has given notice to the Company of its intent to sell the Product.
