definiens: and the other Party defined as the for purposes of this Section 6.4.5(a ) ) under Sections 11.1 ( Initial and Renewal Terms ) or 11.2 ( Bankruptcy ) of the Primary Agreement, and there sh all be any Inventory Supply remaining undistributed at the time that the termin ation becomes effective, then the Non - Terminating Party shall deliver a statement to the Terminating Party signed by its chief financial officer certifying ( A ) as to the Inventory Carrying Costs for the Inventory Supply then on han d and ( B ) that such Inventory Carrying Costs have been recorded by the Non - Termin ating Party in accordance with generally accepted accounting principles and i n a manner which is consistent with the Non - Terminating Party 's past pr actice . The Terminating Party shall pay such Inventory Carrying Costs to the Non- Terminating Party, within thirty ( 30 ) calendar days after its receipt of such certification by the Non - Terminating Party 's chief financial officer . If LifeNet is the Non - Terminating Party, then LifeNet shall be permit ted to distribute the Inventory Supply and if [COMPANY] has paid LifeNet LifeNet 's Inventory Carrying Costs in accordance with this Section 6.4.5(a ), the n LifeNet will pay to [COMPANY] the [COMPANY] Service Fee in accordance w ith the terms of Section 6.2.1 . If [COMPANY] is the Non - Terminating E-42 Party and LifeNet has paid [COMPANY] its Inventory Carrying Costs in accordance with this Section 6.4.5(a ), then LifeNet shall be p ermitted to distribute the Inventory Supply and retain all fees collected ther efor ( i.e., without payment of the [COMPANY] Service Fee or the [COMPANY] Service F ee )