Liquidation of Goods Sample Clauses

Liquidation of Goods. Immediately on termination of Licensee's rights -------------------- under this Agreement, Licensee shall discontinue manufacture of the Licensed Products and Licensee shall no longer have the right to use the Trademarks in any form or manner. Licensor shall have the right of first refusal to purchase all or any portion of the finished goods in the possession of Licensee at a price equal to Licensee's cost of production plus ten percent (10%) and the piece goods in possession of Licensee on the date of termination at a price equal to Licensee's cost of production. Licensor shall have fifteen (15) days from receipt of a full and complete list of such goods and costs in which to exercise such right of first refusal. Licensee shall cease all shipment, sale or distribution of the Licensed Products until Licensor shall have exercised, or declined to exercise its right of first refusal hereunder or until seven (7) days October 27, 1994 have elapsed from Licensor's receipt of Licensee's complete list of its goods and costs. If Licensor fails to exercise its right of first refusal, then Licensee shall have one hundred eighty (180) days from termination of this Agreement to dispose of its inventory of the Licensed Products; provided, however, that such disposal shall be made only through outlets acceptable as provided herein. If any of the Licenses Product remain unsold after the expiration of one hundred eighty (180), Licensee shall then remove from the Licensed Products any labels on which the Trademarks appear before further attempting to sell or distribute such Licensed Product. Royalties, advertising, show and showroom charges and sales commissions shall be payable upon any sales of goods pursuant to this Section 24.4 and the reporting requirements of this Agreement shall apply to any such sale of goods pursuant to this section.
Sample 1Sample 2
AutoNDA by SimpleDocs
Liquidation of Goods. Upon the expiration or termination of Licensee's rights under this Agreement, Licensee shall have the right to complete all work in process, and to complete bona fide purchase orders in hand on the date of such expiration or termination. Licensee shall have the right to use the items of inventory listed in Paragraph 18.3 above for completion of work in process. Licensee shall no longer have the right to use the Trademarks in any form or in any manner, except for the purpose of selling off the existing inventory of the Licensed Products. Licensee shall have one hundred eighty (180) days from the date of termination of this Agreement to dispose of its inventory of the Licensed Products. If any of the Licensed Products remain unsold after the expiration of one hundred eighty (180) days, Licensee shall then remove the Licensed Products from its inventory and return such unsold inventory to Licensor at no cost to Licensor, other than freight. All sales of the remaining inventory shall be sold in accordance with the terms of this Agreement, and the accounting and payment shall be made within thirty (30) days after the close of the one hundred eighty (180) day sell off period.
Sample 1
Liquidation of Goods. Upon the expiration or termination of this Agreement, Licensee shall immediately discontinue all use of the Trademarks, except as to any remaining inventory or pending orders, pay to Throwdown any accrued Royalty through the date of the expiration or termination of this Agreement, and provide Throwdown an accurate accounting of Licensed Products in Licensee’s possession at the time of expiration or termination of this Agreement. Throwdown shall have an option to purchase any of the Licensed Products, (including work in process and piece goods) in Licensee's possession on the date this Agreement expires or is terminated, at a price equal to Licensee's cost for such Licensed Products, plus five percent (5%) except that Throwdown's option shall not extend to Licensed Products required by Licensee to fulfill its existing orders and commitments as of the date of termination or expiration of this Agreement (“Option to Purchase”). Such Option to Purchase must be exercised by Throwdown, if at all, within thirty (30) business days after receipt of Licensee's accounting of Licensed Products in Licensee’s possession at the time of the expiration or termination of this Agreement (“Inventory Accounting”). If Licensee does not provide Throwdown the Inventory Accounting within five (5) days of the expiration or termination of this Agreement, then Licensee forfeits any rights to the Licensed Products, the Licensed Products shall be returned to Throwdown at Licensee’s expense, and Licensee have no ownership rights or rights to sell the Licensed Products. If Throwdown, after receiving the Inventory Accounting within ten (10) days of the expiration or termination of this Agreement, declines to exercise its Option to Purchase, then Licensee shall have sixty (60) days (the “Disposal Period”) during which it may use the Trademarks to make an orderly disposition of its inventory of the Licensed Products on a non-exclusive basis. During the Disposal Period, Licensee shall not sell any of the Licensed Products for less than fifty percent (50%) of Throwdown’s published retail price. Any Licensed Products returned to Licensee after the expiration of the Disposal Period shall become property of Throwdown and returned to Throwdown at Licensee’s expense. The Disposal Period shall begin on the earlier of the date Throwdown notifies Licensee that it has declined to exercise its Option to Purchase, or upon the expiration of Throwdown's thirty (30) business day response time. Any Royalty a...
Sample 1
Liquidation of Goods. Upon the termination of this Agreement by Licensor or Licensee, for any reason whatsoever, Licensee shall immediately discontinue (except as hereinafter permitted) its use of the Trademark in connection with the design, manufacture or sale of the Merchandise or the Trade Use Materials, and thereafter will no longer use or have the right to use the Trademark in any form or manner whatsoever. Licensor shall thereupon have a right of first refusal to purchase any finished goods or any piece goods in Licensee's possession on the date this Agreement is terminated, at a price equal to Licensee's actual cost of production thereof. If Licensor declines to purchase all of such goods at that time, Licensee shall have *** days from the date of termination of this Agreement (hereinafter referred to as the "Disposal Period") in which to use the Trademark to dispose of its inventory of the Merchandise manufactured, or ordered and in production, by Licensee prior to the termination date. Such disposition must be through the same channels used by Licensee prior to the termination of this Agreement. *** Certain confidential information in this document has been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.
Sample 1

Related to Liquidation of Goods

  • Application of Net Liquidation Proceeds For all purposes under this agreement, Net Liquidation Proceeds received from a Servicer shall be allocated first to accrued and unpaid interest on the related Mortgage Loan and then to the unpaid principal balance thereof.

  • Distribution of Liquidation Proceeds Subject to the terms and conditions hereof, the Administrative Agent shall distribute all Liquidation Proceeds in the order and manner set forth below:

  • Liquidation of Company The Company shall give the Escrow Agent written notification of the liquidation and dissolution of the Company in the event that the Company fails to consummate a Business Combination within the time period(s) specified in the Prospectus.

  • Administration of Shared-Loss Assets The Assuming Institution shall at all times prior to the Termination Date comply with the Rules Regarding the Administration of Shared-Loss Assets as set forth in Article III of this Commercial Shared-Loss Agreement.

  • Documentation of Liquidation Upon the completion of the dissolution and liquidation of the Partnership, the Partnership shall terminate and the Liquidating Trustee shall have the authority to execute and record any and all documents or instruments required to effect the dissolution, liquidation and termination of the Partnership.

  • Liquidation of the Company The Company shall give the Escrow Agent written notification of the liquidation and dissolution of the Company in the event that the Company fails to consummate a Business Combination within the time period specified in the Prospectus.

  • Apportionment, Application and Reversal of Payments Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders. All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities or expense reimbursements then due to the Agent from the Borrower; second, to pay any fees or expense reimbursements then due to the Lenders from the Borrower; third, to pay interest due in respect of all Revolving Loans, including Non-Ratable Loans and Protective Advances; fourth, to pay or prepay principal of the Non-Ratable Loans and Protective Advances; fifth, to pay or prepay principal of the Revolving Loans (other than Non-Ratable Loans and Protective Advances) and sixth, to the payment of any other Obligation including any amounts relating to Bank Products due to the Agent or any Lender or any of their Affiliates by the Borrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans. The Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.2(j). The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.

  • TRANSFERS, SPLIT-UPS, AND COMBINATIONS OF RECEIPTS The transfer of this Receipt is registrable on the books of the Depositary at its Corporate Trust Office by the Owner hereof in person or by a duly authorized attorney, upon surrender of this Receipt properly endorsed for transfer or accompanied by proper instruments of transfer and funds sufficient to pay any applicable transfer taxes and the expenses of the Depositary and upon compliance with such regulations, if any, as the Depositary may establish for such purpose. This Receipt may be split into other such Receipts, or may be combined with other such Receipts into one Receipt, evidencing the same aggregate number of American Depositary Shares as the Receipt or Receipts surrendered. As a condition precedent to the execution and delivery, registration of transfer, split-up, combination, or surrender of any Receipt or withdrawal of any Deposited Securities, the Depositary, the Custodian, or Registrar may require payment from the depositor of Shares or the presenter of the Receipt of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to Shares being deposited or withdrawn) and payment of any applicable fees as provided in this Receipt, may require the production of proof satisfactory to it as to the identity and genuineness of any signature and may also require compliance with any regulations the Depositary may establish consistent with the provisions of the Deposit Agreement or this Receipt. The delivery of Receipts against deposits of Shares generally or against deposits of particular Shares may be suspended, or the transfer of Receipts in particular instances may be refused, or the registration of transfer of outstanding Receipts generally may be suspended, during any period when the transfer books of the Depositary are closed, or if any such action is deemed necessary or advisable by the Depositary or the Company at any time or from time to time because of any requirement of law or of any government or governmental body or commission, or under any provision of the Deposit Agreement or this Receipt, or for any other reason, subject to Article (22) hereof. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under the Deposit Agreement any Shares required to be registered under the provisions of the Securities Act, unless a registration statement is in effect as to such Shares.

  • Distribution on Dissolution and Liquidation In the event of the dissolution of the Company for any reason, the business of the Company shall be continued to the extent necessary to allow an orderly winding up of its affairs, including the liquidation and termination of the Company pursuant to the provisions of this Section 7.3, as promptly as practicable thereafter, and each of the following shall be accomplished:

  • DISTRIBUTION ON LIQUIDATION 5.1 If any sum is paid as a liquidating distribution on or with respect to the Collateral, Debtor shall deliver same to the Collateral Agent to be applied to the Obligations, then due, in accordance with the terms of the Convertible Notes.

Time is Money Join Law Insider Premium to draft better contracts faster.