Inventory. To the extent any Products held by Commercializing Party or any of its sublicensees as of the effective date of termination are not sold by Commercializing Party or its sublicensee during the Wind-Down Period in accordance with Section 9.6(c), Licensor may, but is not obligated to, purchase any and all of such Product inventory at a price equal to the Commercializing Party’s cost. Licensor shall notify Commercializing Party no later than fifteen (15) days before the expiration of the Wind-Down Period whether Licensor elects to exercise such right. Promptly following the expiration of the Wind-Down Period, Commercializing Party shall deliver to Licensor, at Commercializing Party’s expense, all samples, demonstration equipment, sales literature, catalogs, and other promotional materials relating to the Products in Commercializing Party’s possession or control.

Inventory. Each Grantor will, in accordance with sound business practice, use commercially reasonable efforts to maintain all Inventory held by it or on its behalf in reasonable saleable or useable condition. Unless notified otherwise by the Administrative Agent in accordance with the terms hereof, each Grantor may, in any lawful manner not prohibited by the provisions of this Agreement and the other Loan Documents, process, use and, in the ordinary course of business and as permitted under the Amended and Restated Credit Agreement, but not otherwise, sell its Inventory.

Inventory. As of the date of this Agreement, all Inventory is # of such quality and quantity as to be usable by the Seller or the applicable Seller Affiliate in the Ordinary Course of Business; # sufficient to operate the Business in the Ordinary Course of Business in substantially the same manner in which the Business is currently being conducted and # free of any defect or deficiency, in each case, in all material respects. All such Inventory was manufactured (solely to the extent such Inventory was manufactured by the Seller or any Seller Affiliate) and has been stored and otherwise maintained in accordance with ​ practices and any applicable Law in all material respects.

Inventory. All Inventory is in good and merchantable quality and is usable or saleable in the Ordinary Course of Business and, in all material respects, none of it is slow moving, obsolete, materially damaged or materially defective, except for those items the value of which has been reduced in accordance with GAAP and Sellers’ Inventory policies consistently applied, less reserves for obsolescence.

Inventory. Upon the early termination of this Agreement, Surface and its Affiliates and Sublicensees may complete and sell any work-in-progress and inventory of Licensed Products that exist as of the effective date of termination, provided that # Surface pays Harbour the applicable running royalty or other amounts due on such sales of Licensed Products in accordance with the terms and conditions of this Agreement, and # Surface and its Affiliates and Sublicensees shall complete and sell all work-in-progress and inventory of Licensed Products within ​ after the effective date of termination.

Seller shall have the right, but not the obligation, to sell Inventory to the Partnership or its Affiliates in connection with the exercise of any option contemplated by this Agreement, at the Option Closing, pursuant to the terms hereof.

Inventory. The inventory shown included in the Closing Net Working Capital is of a quantity and quality # suitable for use in the Ordinary Course of Business in the case of raw materials, suppliers' products and semi-finished products, and # saleable in the Ordinary Course of Business in the case of finished goods to the extent that reserves are not recorded on the inventory in the Closing Net Working Capital.

Inventory. All Inventory is usable and fit for the purpose for which it was produced or manufactured, and none of such Inventory is obsolete, damaged, or defective.

Inventory. Upon any termination of this Agreement pursuant to Section 8.2 or Section 8.3, Assignee, and any Licensee whose license was in effect as of immediately prior to such termination but did not remain in effect after termination as contemplated by Section 8.4(a)(i) or Section 8.4(a)(ii), as applicable, shall be entitled to finish any work-in-progress and to sell any completed inventory of Products which remain on hand as of the date of the termination, for up to six (6) months after termination, subject to payment of royalties to Assignor in accordance with Section 3.4.

Returns of Inventory No Borrower shall return any Inventory to a supplier, vendor or other Person, whether for cash, credit or otherwise, unless # such return is in the Ordinary Course of Business; # no Default, Event of Default or Overadvance exists or would result therefrom; # Agent is promptly notified if the aggregate Value of all Inventory returned in any month exceeds $15,000,000; and # any payment received by a Borrower for returned Inventory is used to purchase replacement Inventory for that Inventory returned or such payment is deposited in a Deposit Account.