Common use of Sell-Off Right Clause in Contracts

Sell-Off Right. Notwithstanding the provisions of Section 5.3 above, for a period of [***] following expiration or termination of this Agreement (“Sell-Off Period”), Company shall have the right to distribute in accordance with the terms and conditions of this Agreement all Google Application(s) actually preloaded on the Device inventory as of the date of expiration or termination of this Agreement (“Inventory”), and such party shall have the right to use the Google Trademarks in accordance with this Agreement in connection with such Inventory (“Sell-Off Right”); provided, however, that Company shall provide no less than thirty (30) days prior written notification to Google of its intent to exercise the Sell-Off Right (“Sell-Off Right Notice”). Notwithstanding anything to the contrary, the Sell-Off Right shall not apply in the event that either (a) Company does not provide the Sell-Off Right Notice as set forth above in this Section 5.4, or (b) this Agreement (or any right granted hereunder) is suspended or terminated by Google pursuant to Section 5.2 of this Agreement. Notwithstanding anything to the contrary, Company shall not be entitled to receive any payments related to revenue share from Google upon termination or expiration of this Agreement, regardless of whether or not it chooses to utilize any Sell-Off Right.

Sell-Off Right. Notwithstanding the provisions of Section 5.3 above, for a period of [***] following expiration or termination of this Agreement (“Sell-Off Period”), Company shall have the right to distribute in accordance with the terms and conditions of this Agreement all Google Application(s) actually preloaded on the Device inventory as of the date of expiration or termination of this Agreement (“Inventory”), and such party shall have the right to use the Google Trademarks in accordance with this Agreement in connection with such Inventory (“Sell-Off Right”); provided, however, that Company shall provide no less than thirty (30) days prior written notification to Google of its intent to exercise the Sell-Off Right (“Sell-Off Right Notice”). Notwithstanding anything to the contrary, the Sell-Off Right shall not apply in the event that either (a) Company does not provide the Sell-Off Right Notice as set forth above in this Section 5.4, or (b) this Agreement (or any right granted hereunder) is suspended or terminated by Google pursuant to Section 5.2 of this Agreement. Notwithstanding anything to the contrary, Company shall not be entitled to receive any payments related to revenue share from Google upon termination or expiration of this Agreement, regardless of whether or not it chooses to utilize any Sell-Sell- Off Right.