Common use of Seller’s Rights Clause in Contracts

Seller’s Rights. Seller shall have the right, in its sole discretion, upon notice to Purchaser (the "TITLE RESPONSE NOTICE") given within ten (10) days after Seller's receipt of any Title Objection Notice (TIME BEING OF THE ESSENCE), to elect to either (i) take such action as Seller deems advisable to discharge those Title Exceptions which are not Permitted Exceptions and are set forth in the Title Objection Notice (the "TITLE DEFECTS") or (ii) terminate this Agreement, whereupon the Deposit shall be refunded to Purchaser and thereafter neither party hereto shall have any further obligation to the other party hereto, with the exception of those obligations which expressly survive the termination of this Agreement. If Seller fails timely to deliver the Title Response Notice, then Seller shall be deemed to have elected to terminate this Agreement pursuant to clause (ii) above. If Seller, in its Title Response Notice, elects to take action to remove, remedy or comply with the Title Defects, Seller shall be entitled to one or more adjournment(s) of the Closing for up to 30 days in the aggregate, to discharge the Title Defects. If Seller is unable to remove, remedy or comply with such Title Defects at the expiration of such adjournment(s), then this Agreement shall be deemed to be terminated as of the last adjourned date of Closing. Upon such termination, the Deposit shall be refunded to Purchaser and neither party hereto shall have any further obligation to the other party, with the exception of those obligations which expressly survive the termination of this Agreement. Except as set forth in Section 10.5 hereof, nothing in this Agreement shall be deemed to require Seller to take or bring any action or proceeding or any other steps to remove any defect in or objection to title or to expend any moneys therefor, nor shall Purchaser have any right of action against Seller, at law or in equity, therefor.

Seller’s Rights. To the extent not prohibited by contractual arrangements or intellectual property rights of third parties, Buyer hereby grants to Seller the right to first negotiate an exclusive agreement for the manufacture of any New Viscoelastic Product developed by Buyer or jointly developed by Buyer and a third party. Subject to any contractual or intellectual property rights of third parties, if at any time during the term of this Agreement Buyer desires to have a third party manufacture a New Viscoelastic Product, Buyer shall provide Seller with written notice, specifying the terms and conditions under which Buyer would *** CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION. THE LOCATIONS OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS. like to have the New Viscoelastic Product manufactured. Seller shall have the right*** days following receipt of such notice, extendable to *** days on written notice, to advise Buyer in its sole discretion, upon notice to Purchaser (the "TITLE RESPONSE NOTICE") given within ten (10) days after writing of Seller's receipt election to exercise its rights of any Title Objection Notice first negotiation for manufacture of the New Viscoelastic Product (TIME BEING OF THE ESSENCE"Option Period"), to elect to either (i) take such action as Seller deems advisable to discharge those Title Exceptions which are not Permitted Exceptions and are set forth in the Title Objection Notice (the "TITLE DEFECTS") or (ii) terminate this Agreement, whereupon the Deposit shall be refunded to Purchaser and thereafter neither party hereto shall have any further obligation to the other party hereto, with the exception of those obligations which expressly survive the termination of this Agreement. If Seller does not so notify Buyer within the Option Period, or if Seller fails timely for any reason to deliver the Title Response Noticenegotiate and execute a supply arrangement within *** days after Seller notifies Buyer of exercise of its rights, then Seller Buyer shall be deemed free to have elected to terminate this Agreement pursuant to clause (ii) above. If Sellerenter into an agreement with any third party on terms and conditions no more favorable, in its Title Response Notice, elects to take action to remove, remedy or comply with the Title Defects, Seller shall be entitled to one or more adjournment(s) of the Closing for up to 30 days in the aggregateas a whole, to discharge such third party than the Title Defects. If Seller is unable most favorable terms offered to remove, remedy or comply with such Title Defects at the expiration of such adjournment(s), then this Agreement shall be deemed to be terminated as of the last adjourned date of Closing. Upon such termination, the Deposit shall be refunded to Purchaser and neither party hereto shall have any further obligation to the other party, with the exception of those obligations which expressly survive the termination of this Agreement. Except as set forth in Section 10.5 hereof, nothing in this Agreement shall be deemed to require Seller to take or bring any action or proceeding or any other steps to remove any defect in or objection to title or to expend any moneys therefor, nor shall Purchaser have any right of action against Buyer by Seller, at law or in equity, therefor.

Seller’s Rights. Seller shall have the right, in its sole discretion, upon notice to Purchaser (the "TITLE RESPONSE NOTICE") given within ten (10) days after Seller's receipt of any Title Objection Notice (TIME BEING OF THE ESSENCE), to elect to either (i) take such action as Seller deems advisable to discharge those Title Exceptions which are not Permitted Exceptions and are set forth in the Title Objection Notice (the "TITLE DEFECTS") or (ii) subject to the provisions of Section 10.4 hereof, terminate this Agreement, whereupon the Deposit shall be refunded to Purchaser and thereafter neither party hereto shall have any further obligation to the other party hereto, with the exception of those obligations which expressly survive the termination of this Agreement. If Seller fails timely to deliver the Title Response Notice, then Seller shall be deemed to have elected to terminate this Agreement pursuant to clause (ii) above. If Seller, in its Title Response Notice, elects to take action to remove, remedy or comply with the Title Defects, Seller shall be entitled to one or more adjournment(s) of the Closing for up to 30 thirty days in the aggregate, aggregate to discharge the Title Defects, provided that such adjournment shall not result in the forfeiture of any commitment obtained by Purchaser to finance its acquisition of the Property, unless Purchaser may extend the time in which to close the loan contemplated by the commitment at no cost to Purchaser (it being agreed that the foregoing shall not be deemed to constitute a financing contingency). If Seller elects to adjourn the Closing as aforesaid, Seller shall thereafter use commercially reasonable efforts to remove, remedy or comply with the Title Defects. If Seller is unable to remove, remedy or comply with such Title Defects at the expiration of such adjournment(s), then this Agreement shall be deemed to be terminated as of the last adjourned date of Closing. Upon such termination, the Deposit shall be refunded to Purchaser and neither party hereto shall have any further obligation to the other party, with the exception of those obligations which expressly survive the termination of this Agreement. Except as set forth in Section 10.5 hereof, nothing in this Agreement shall be deemed to require Seller to take or bring any action or proceeding or any other steps to remove any defect in or objection to title or to expend any moneys therefor, nor shall Purchaser have any right of action against Seller, at law or in equity, therefor.

Seller’s Rights. (a) If the following events occur, Seller shall have the right, right to permanently convert Buyer’s exclusive rights to purchase the Licensed Products in its sole discretion, upon the Field to non-exclusive rights by providing thirty (30) days’ written notice of such change to Purchaser (the "TITLE RESPONSE NOTICE") given within ten (10) days after Seller's receipt of any Title Objection Notice (TIME BEING OF THE ESSENCE), to elect to either Buyer: (i) take such action Buyer fails to achieve its Minimum Sales Commitment for any two consecutive years after December 31, 2023; and (ii) Buyer fails to pay additional Royalties to maintain exclusivity, as Seller deems advisable to discharge those Title Exceptions which are not Permitted Exceptions and are further set forth in Section 2.4 of the Title Objection Notice License Agreement; or (the "TITLE DEFECTS"b) or (ii) Seller may terminate this Agreement, whereupon the Deposit shall be refunded by providing written Notice to Purchaser and thereafter neither party hereto shall have any further obligation to the other party hereto, with the exception of those obligations which expressly survive the termination of this Agreement. If Seller fails timely to deliver the Title Response Notice, then Seller shall be deemed to have elected to terminate Buyer: (i) if Xxxxx repudiates this Agreement pursuant to clause and does not withdraw such repudiation within thirty (30) days following Xxxxx’s receipt of written Notice of such breach from Seller; (ii) above. If Sellerexcept as otherwise specifically provided under this Section 6.4, if Buyer is in material breach of any material representation, warranty or covenant of Buyer under this Agreement or the Amended and Restated License Agreement (including Buyer’s payment obligations) and either the breach cannot be cured or, if the breach can be cured, it is not cured by Buyer within a commercially reasonable period of time under the circumstances, in no case exceeding thirty (30) days following Buyer’s receipt of written Notice of such breach from Seller; or (iii) Buyer (A) becomes insolvent or is generally unable to pay, or fails to pay, its Title Response Noticedebts as they become due, elects (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law, which is not dismissed within ninety (90) days, (C) makes or seeks to make a general assignment for the benefit of its creditors, or (D) applies for or has appointed a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take action charge of or sell any material portion of its property or business. For the avoidance of doubt, if Seller exercises its right to remove, remedy or comply with the Title Defects, Seller shall be entitled convert Buyer’s exclusive rights to one or more adjournment(s) of the Closing for up to 30 days in the aggregate, to discharge the Title Defects. If Seller is unable to remove, remedy or comply with such Title Defects at the expiration of such adjournment(s), then this Agreement shall be deemed to be terminated as of the last adjourned date of Closing. Upon such termination, the Deposit shall be refunded to Purchaser and neither party hereto shall have any further obligation to the other party, with the exception of those obligations which expressly survive the termination of this Agreement. Except non-exclusive rights as set forth in Section 10.5 hereof6.4(a) above, nothing in this Agreement Buyer shall be deemed retain its rights to require Seller to take or bring any action or proceeding or any other steps to remove any defect in or objection to title or to expend any moneys therefor, nor shall Purchaser have any right of action against Seller, purchase the Licensed Products at law or in equity, thereforthe Prices.