Seller's Right Clause Samples

Seller's Right. 18.1 Pending establishment of the body corporate the Seller shall be entitled to: 18.1.1 make Conduct Rules for the use and enjoyment of the Common Property; 18.1.2 enter the Unit at all reasonable times or to authorise its agents or workmen so to enter to inspect same or to carry out repairs; and 18.1.3 exercise all the rights and powers which a body corporate would be entitled to exercise in terms of the Act in respect of the Building, the Land and the owners and/or occupants of Units. 18.2 The Purchaser hereby appoints the Seller or the Seller’s nominee, irrevocably and in rem suam and with power of substitution, to be his lawful agent and attorney to convene such meetings of the body corporate as it deems necessary and there to vote as the Purchaser’s proxy in favour of any resolution of the body corporate to amend the Rules or pass any other resolution as may be required: 18.2.1 by any Bondholder for the grant of its consent to the opening of the Sectional Title Register; 18.2.2 by the Local or Provincial Authority and/or by a Mortgagee prior to the grant of a Sectional Mortgage Bond over a Unit in the Scheme; 18.2.3 by the Seller in order to ensure the proper and efficient management and control of the Scheme, or to ensure that the Seller is able to exercise in full its rights to develop the Scheme further and to do all things and sign all documents on the Purchaser’s behalf to give effect to such resolution.

Seller's Right to Select Buyer), fulfil all Orders for Products at their stated quantity, quality and price to Mecan Plus Sellers who meet ▇▇▇▇▇'s eligibility conditions;

Seller's Right. Seller, at its option, shall have the right by notice to Buyer, in addition to any other remedy available at law, in equity or pursuant to this agreement (including but not limited to an injunction, specific performance and damages) to suspend or terminate Buyer's right to purchase, and Seller's obligation to supply Buyer with Products and any other future right of Buyer pursuant to this agreement upon the happening and during the continuance of any one or more of the following events: (i) Buyer fails to pay any amount owing to Seller hereunder within thirty (30) days from the date Buyer receives notice of a default hereunder; and (ii) Buyer defaults in the performance of any other term, covenant, agreement or condition of this agreement, and if within sixty (60) days after notice from Seller describing the specific activities constituting such default, Buyer shall fail to cure default, or if such default cannot be cured with the exercise of due diligence within said sixty (60) day period, shall fail thereafter to proceed to cure the same diligently and in good faith, and in any case, to cure such default within one hundred-twenty (120) days.

Seller's Right. (NOT DUTY) TO CURE BUYER'S DEFAULT(S) Seller may, in his discretion and at any time, for Buyer's account and at Buyer's expense, remedy or cure any Uncured Default, pay any amount, reserve, protect, maintain or enforce Buyer's rights in and to the Collateral or Seller's Liens therein which Buyer fails to pay or do, including, without limitation, payment of any other Lien upon or with respect to the Collateral. All payments that Seller makes under this section and all out-of-pocket costs and expenses, including without limitation Seller's reasonable attorneys' fees and expenses, that Seller pays or incurs in connection with any action taken by him hereunder shall be charged as Additional Value under this Full Recourse Term Note and Security Agreement. Any payment made or other action taken by Seller under this Section shall be without prejudice to any right to assert an Event of Default hereunder and to proceed thereafter as herein provided.

Seller's Right. If a change in control of Purchaser, ZHK, ZHI, or Zari▇▇ ▇▇▇ional Corporation (Purchaser's parent corporation) occurs during the term of this Option, Seller may at any time thereafter terminate this Option upon ninety (90) days' prior written notice to Purchaser ("Seller's Notice"). Purchaser shall pay the Additional Payment to Seller within ninety (90) days after the date of Seller's Notice, if any of the following occur: (i) Purchaser does not elect to exercise its right to repurchase and/or Purchaser does not pay to Seller the Acquisition Price for all of the Property pursuant to this Option; (ii) any one or more of the purchasers under the Other Options do not elect to exercise their options to repurchase and/or any one or more of the purchasers under the Other Options do not pay to Seller the acquisition prices for all of the properties which are the subject of the Other Options.

Seller's Right. Seller shall have the right to terminate this Agreement and abandon the transactions contemplated hereby in the event that any of the following shall not be true or shall not have occurred, as the case may be, as of the Closing Date:

Seller's Right. Seller has informed Purchaser that it may seek in full or partial payment of the Purchase Price like-kind property for the purpose of effectuating an exchange pursuant to Section 1031 of the Internal Revenue Code, and the regulations promulgated thereunder. To facilitate such exchange, and as a material inducement to Seller to enter into this Agreement, Purchaser consents (i) to an assignment by Seller of this Agreement or of any of Seller's rights hereunder, including the right to receive all or any portion of the Purchase Price, to a Qualified Intermediary (as defined in Treasury Regulations Section 1.1031(k)-1(g)(4)) and (ii) to take such other actions as are reasonably necessary to facilitate such like-kind exchange, which shall in no event involve Purchaser acquiring title to or owning any replacement property on behalf of Seller or incurring material expenses or liability (unless such expenses or liability are reimbursed to Purchaser by Seller). Purchaser agrees to reasonably cooperate with Seller in effectuating the like-kind exchange and to execute all documents (subject to the reasonable approval of Purchaser and its legal counsel) reasonably necessary in connection therewith provided that such cooperation shall not (i) result in a reduction of Purchaser's rights or an increase in Purchaser's obligations under this Agreement, other than to a de minimis extent, (ii) subject Purchaser to any additional risks not expressly contemplated by this Agreement or (iii) delay the Closing Date beyond the Outside Closing Date. Seller hereby agrees to indemnify and hold harmless Purchaser from all loss, cost, damage, claim, liability and expense (including without limitation, reasonably attorneys' fees) that may be suffered or incurred by Purchaser, including any and all taxes, related to or payable by reason of and as a direct result of (x) such exchange and/or (y) the documents relating to or evidencing the exchange. In the event of a like-kind exchange, on the Closing Date, (a) Seller shall, at the direction of the Qualified Intermediary, convey title to the Unit to Purchaser, (b) Purchaser shall pay the Balance of the Purchase Price (or the portion so assigned), as adjusted pursuant to the terms hereof, to the Qualified Intermediary or the Escrow Agent under this Agreement, (c) the Escrow Agent shall pay over the Downpayment to the Qualified Intermediary, and (d) Purchaser shall execute such documents (subject to the reasonable approval of Purchaser and its...

Seller's Right. The Seller may terminate this Agreement in whole or in part with a full reservation of all accrued rights and remedies immediately upon written notice to the Purchaser if (a) the Purchaser is found to be in Material Breach of Clause 5.3, or (b) the Purchaser becomes insolvent, or a petition in bankruptcy is filed by or against the Purchaser.