Common use of Transaction/Offering Clause in Contracts

Transaction/Offering. a. Seller hereby grants to SongVest the exclusive right to conduct the Offering, and at SongVest’s discretion, a Test The Waters Auction prior thereto via the Site for the Auction Period. Upon the conclusion of the Offering, and solely in the event the Option Threshold is satisfied, SongVest’s option to enter into the Transaction shall be deemed exercised and Seller shall irrevocably assign, grant and convey the rights to the Royalties to SongVest for the entire duration of the Royalty Period. b. SongVest shall be solely responsible for the payment of the Proceed Rights to the Investor from the Royalties received from Seller hereunder throughout the Royalty Period. c. Promptly upon the conclusion of the Offering and receipt of the full Purchase Price therefor, SongVest will pay Seller the full amount of the Purchase Price. d. Notwithstanding the foregoing or anything herein to the contrary, in the event the Option Threshold is not satisfied (i.e., the full Purchase Price is not secured during the Offering), no rights to Royalties or any other revenue or property of Seller shall transfer to SongVest hereunder, SongVest’s option to enter into the Transaction shall be waived, and the Term of this Agreement shall terminate.

Transaction/Offering. a. Seller Producer hereby grants to SongVest the exclusive right to conduct the Offering, and at SongVest’s discretion, a Test The Waters Auction prior thereto via the Site for the Auction Period. Upon the conclusion of the Offering, and solely in the event the Threshold Option Threshold is satisfied, SongVest’s option to enter into the Transaction shall be deemed exercised and Seller Producer shall irrevocably assign, grant and convey the rights to the Royalties to SongVest for the entire duration of the Royalty Period. b. SongVest shall be solely responsible for the payment of the Proceed Rights to the Investor from the Royalties received from Seller Producer hereunder throughout the Royalty Period. c. Promptly upon the conclusion of the Offering and receipt of the full Purchase Price therefor, SongVest will pay Seller Producer the full amount of the Purchase Price. d. Notwithstanding the foregoing or anything herein to the contrary, in the event the Threshold Option Threshold is not satisfied (i.e., the full Purchase Price is not secured during the Offering), no rights to Royalties or any other revenue or property of Seller Producer shall transfer to SongVest hereunder, SongVest’s option to enter into the Transaction shall be waived, and the Term of this Agreement shall terminate.