Common use of Option to Repurchase Clause in Contracts

Option to Repurchase. Within 45 days after the effective date of expiration or earlier termination, Distributor shall submit to Seller a written schedule reflecting all Goods then owned by Distributor or in the Distributor’s possession. Upon notice within 15 days following its receipt of such schedule from Distributor, Seller shall have the right, but not the obligation, to buy back all or a portion of such Goods, free of all liens, claims or encumbrances, at a price equal to the lower of Distributor’s cost therefor and the then-prevailing price, minus a 15% restocking fee (restocking fee only applicable if Distributor is in breach), pursuant to the following procedures. Distributor shall promptly deliver, at Seller’s reasonable expense, the repurchased Goods in their original packaging (unopened and undamaged) to Seller’s designated carrier for delivery to Seller. Seller has the right to set off or recoup any liability it owes to Distributor under this Section 10.4 against any liability for which Distributor is liable to Seller, whether either liability is matured or unmatured, is liquidated or unliquidated or arises under this Agreement.