Seller’s Obligation to Sell. Subject to the other sentences of this Section 3(a), subject to Sections 2(c), 2(d), and 2(e), and in accordance with Section 6, Buyer may purchase from Seller, and Seller will sell to Buyer, all of the products that Seller from time to time purchases from Vendors that are included in the product categories listed on Appendix 3(a) (the product categories together the “HTS Product Categories” and the products together the “HTS Products”) other than Customer-Specific Products and Non-Retail Products. A “Customer-Specific Product” is a product that Seller sells to a customer that is a reseller (other than Buyer and Seller’s Retail Businesses) and the product includes branding, trade dress, or significant features that are unique to the customer. A “Non-Retail Product” is a product that Seller does not sell to end-user consumers. “Seller’s Retail Businesses” means all retail businesses operated by Seller and its Affiliates including Sears stores and Kmart stores and including Xxxxx.xxx, Xxxxx.xxx, and all other retail businesses operated by Digital Methods. Buyer acknowledges that Seller’s obligations to sell the HTS Products to Buyer in accordance with this Agreement may be subject to Seller’s Vendors agreeing to sell the HTS Products to Seller for resale to Buyer on commercially reasonable terms and conditions, over which Seller may have little or no control. Subject to Section 3(b), Seller will take all commercially reasonable actions necessary to acquire HTS Products for sale to Buyer at the best prices to Seller or its Affiliates available from Vendors. Seller will (i) not refuse or otherwise cease to sell to Buyer any HTS Product that is available for purchase on commercially reasonable terms from a Vendor except on 12-months’ prior written notice to Buyer, and (ii) promptly notify Buyer if a Vendor discontinues an HTS Product.
Seller’s Obligation to Sell the Property to Buyer shall be subject to the following conditions that must be satisfied by the end of the Contingency Period:
Seller’s Obligation to Sell. Subject to the other sentences of this Section 3(a), Sections 2(c), 2(d), and 2(e) and in accordance with Section 6, Buyer may purchase from Seller, and Seller will sell to Buyer, all of the products that Seller from time to time purchases from Vendors that are included in the product categories listed on Appendix 3(a) (the product categories together the “HTS Product Categories” and the products together the “HTS Products”) other than Customer-Specific Products and Non-Retail Products. A “Customer-Specific Product” is a product that Seller sells to a customer that is a reseller (other than Buyer and Seller’s Retail Businesses) and the product includes branding, trade dress, or significant features that are unique to the customer. Buyer may purchase a Channel-Specific Product only for resale through the sales channels that are specified for the Channel-Specific Product. A “Non-Retail Product” is a product that Seller does not sell to end-user consumers. “Seller’s Retail Businesses” means all retail businesses operated by SHC and its subsidiaries including Sears, Kmart, Xxxxx.xxx, Xxxxx.xxx, and all other retail businesses operated by one or more of them using Digital
Seller’s Obligation to Sell. (a) By accepting this Agreement, Buyer agrees that Seller's obligations herein are conditional upon Seller having (i) obtained possession and title to the Property pursuant to the NURA Condemnation (as defined below) on terms and conditions acceptable to Seller, in its sole discretion, and (ii) received full and final approval from all governmental authorities having jurisdiction over the Mall for the redevelopment and replatting of the Mall as may be necessary or appropriate, in Seller's sole discretion.
Seller’s Obligation to Sell. Subject to the other sentences of this Section 3(a), subject to Sections 2(c), 2(d), and 2(e), and in accordance with Section 6, Buyer may purchase from Seller, and Seller will sell to Buyer, all of the products that Seller from time to time purchases from Vendors that are included in the product categories listed on Appendix 3(a) (the product categories together the “HTS Product Categories” and the products together the “HTS Products”) other than Customer-Specific Products and Non-Retail Products. Buyer acknowledges that Seller’s obligations to sell the HTS Products to Buyer in accordance with this Agreement is subject to Seller’s Vendors agreeing to sell the HTS Products to Seller for resale to Buyer on commercially reasonable terms and conditions, over which Seller may have little or no control. Subject to Section 3(b), Seller will take commercially reasonable actions necessary to acquire HTS Products for sale to Buyer at the best prices to Seller or its Affiliates available from Vendors. Seller will (i) not refuse or otherwise cease to sell to Buyer any HTS Product that is available for purchase on commercially reasonable terms from a Vendor except on 12-months’ prior written notice to Buyer, and (ii) promptly notify Buyer if a Vendor discontinues an HTS Product.
