In the event of any termination, cancellation or failure to renew a franchise, whether by mutual agreement or otherwise, a distributor shall make or cause to be made an offer in good faith to repurchase from the dealer at then current wholesale prices any and all merchantable products purchased by said dealer from the distributor, provided however, that in such event the distributor shall have the right to apply the proceeds against any existing indebtedness owed to him by the dealer and further provided that such repurchased obligation is conditioned upon there being no other claims or liens against such products by or on behalf of other creditors of the dealer.
New York Legal Code