SALE BY BUYER. Subject to the terms and conditions of this document, Buyer shall be entitled, on a non-exclusive basis, to sell the Products in the territory as mutually agreed upon by the parties (the “Territory”) only. Except as expressly set forth in theses Terms of Sale, no other right or entitlement of any kind is granted to the Buyer. It is agreed that XXXXXX is free to sell and/or distribute and/or market the Products in the Territory, either directly or indirectly, in an unlimited manner including to any customer, or via other distributors, agents and/or dealers for resale or for any other purpose and the Buyer hereby confirms such right and irrevocably and unconditionally waives any right and/or demand and/or claim of any kind whatsoever in connection with the foregoing.
SALE BY BUYER. Where Buyer has supplied the design for all or any part of the goods, Buyer also agrees to indemnify, hold harmless and defend ICI and its employees, officers, directors and agents from and against any action, cause of action, judgment or claim for damages to property (including environmental damages) or bodily injury, loss of life, liability of any nature (including the violation of any applicable laws or regulations in connection with the sale, transportation, installation, use or repair by Buyer of the goods sold, supplied or delivered by ICI), costs, or expenses including reasonable legal fees arising from or in connection with any claim that the goods or any part thereof infringe any patent, industrial design or any other intellectual property right.
SALE BY BUYER. Buyer shall purchase Products from Seller, at an amount of not Less than 300,000 units per year. ("Minimum Sales Quota").
SALE BY BUYER. In the event that Buyer transfers or sells ------------- all or substantially all of the assets of the Buyer or Rick's/Buyer sells, or transfers all or substantially all of its interest or ownership in the Buyer to an unaffiliated third party, then in such event, Xxxx shall have the right and option that Rick's shall purchase from Xxxx all remaining Shares of Rick's owned by Xxxx The purchase price, if Xxxx exercises this option, shall be determined as follows: The price will be a dollar amount calculated by deducting the unpaid amount owed to Xxxx on the Promissory Note by the Buyer and deducting the amount paid or received by Xxxx for any sold Shares of Rick's stock by Xxxx from $1,000,000.00. Further, in the event that Xxxx exercises his option for Rick's to purchase his Shares as provided for in this Section 1.4, and in the event that Buyer/Rick's receives cash or cash equivalent from the sale of all or substantially all of the assets or ownership interests of the Buyer as provided for in this Section 1.4 in an amount in excess of the amount to be paid to Xxxx for the Shares of Rick's then such excess shall be prepaid on the Promissory Note to reduce or eliminate any unpaid portion of the Promissory Note. This resulting amount would be paid to Xxxx within five (5) days from the date of the option being exercised by Xxxx. The Buyer shall give written notice to Xxxx of any anticipated transaction as described in this paragraph and any closed transaction.
SALE BY BUYER. If at any time after the Closing (a) Buyer shall determine in its sole reasonable discretion that the ownership of the Conveyed Assets or the operation of the Station proves detrimental for regulatory reasons (including, without limitation, a rule, regulation, or order of the FCC requiring Buyer to divest or transfer the Conveyed Assets) or business reasons and (b) Buyer's put right set forth in SECTION 1.9 is not available to Buyer because the condition set forth in SECTION 1.9(B) is not satisfied at such time, then Buyer shall have the right to sell, transfer or otherwise dispose of the Conveyed Assets subject to and in accordance with the terms and conditions of this SECTION 1.10. Buyer shall provide Seller written notice (the "SALE NOTICE") of its intent to exercise the rights granted to it in this SECTION 1.10. Seller shall have thirty (30) days after receiving the Sale Notice to identify a purchaser of the Conveyed Assets or to provide an alternative business transaction to address (to the satisfaction of Buyer) all of Buyer's regulatory or business concerns (the "PROPOSED TRANSACTION"). If (x) Seller shall not have provided the Proposed Transaction within thirty (30) days after receiving the Sale Notice or (y) the Proposed Transaction shall not have been consummated within one hundred fifty (150) days after Seller's receipt of the Sale Notice, then if Buyer's regulatory or business concerns still exist and Buyer's put right set forth in SECTION 1.9 is not available to Buyer because the condition set forth in SECTION 1.9(B) is not satisfied at such time, then Buyer shall have the right to sell, transfer or otherwise dispose of the Conveyed Assets to an unrelated third party and Seller shall pay to Buyer the amount by which the Put/Call Amount exceeds the amount received by Buyer in connection with such sale, transfer or disposition (the "DEFICIENCY Amount"). Seller's call right set forth in SECTION 1.8 and Buyer's put right set forth in SECTION 1.9 shall terminate upon the sale, transfer, or other disposition of the Conveyed Assets pursuant to this SECTION 1.10.
