Wind-Down on Expiration Sample Clauses

Wind-Down on Expiration. (i) Within [———-]27 of expiration of this Agreement, Vendor shall deliver to Company a complete and accurate schedule of Vendor's inventory of Company Products on hand in excess of the Commitment Period inventory, in process of manufacture and in transit, including without limitation, raw materials, bulk materials, ingredients, supplies and containers, as of the close of business on the date of expiration (the “Final Inventory”). Company shall have the option, exercisable by notice to Vendor within [————] 28 after its receipt of the Final Inventory schedule, or from time to time thereafter to the extent Final Inventory is available, to purchase any or all of the Final Inventory for an amount equal to the Purchase Price. If such purchase option should be exercised by Company, then Vendor shall deliver to Company or its designee all of the Final Inventory purchased by Company within [———-]29 after Company's said notice of exercise of its option. Company shall pay Vendor for such Final Inventory within [———-]30 after delivery of such Final Inventory. (ii) Upon expiration of this Agreement and to the extent Company has not exercised its option to purchase all or part of the Final Inventory, then Vendor shall have a [———-]31 wind-down period (the “Wind-Down Period”) to sell the remaining Final Inventory of Company Products internationally to “Authorized Channels of Distribution” as such term is defined in the License Agreement and, at Company’s sole discretion, to other Approved close-out retailers, including (i) a commercially reasonable “run-out” of finished goods inventory in order to maximize the use of components, and (ii) work-in-progress at hand at the expiration of this Agreement that is completed by Vendor within a commercially reasonable time thereafter (collectively “the Wind-Down Inventory Amount”). All remaining inventory from the Wind-Down Inventory Amount and components not sold by Vendor as set forth above shall be lawfully destroyed at Vendor’s sole expense within [———-]32 after the end of the Wind-Down Period, unless Company, in its sole discretion, Approves in advance Vendor’s further clearance of such remaining Wind-Down Inventory Amount and components, including Approval of the specific Company Products, quantities, channels of distribution, and markets or territories. Vendor shall certify to Company, in writing signed by its Chairman, President, Chief Executive Officer or Chief Financial Officer, that all remaining Wind-Down Inventory has ...