Acquisition Notices Sample Clauses

Acquisition Notices. In the event that after the Effective Date: (i) the Borrower is required or elects to purchase any of the Acquisition Properties which had been excluded from, or return any of the Acquisition Properties which had been included in, the Acquisition Properties in accordance with the terms of the Acquisition Documents, (ii) the Borrower is required to honor any preferential purchase right in respect of any Acquisition Property which has not been waived, (iii) any matter being disputed in accordance with the terms of the Acquisition Documents is resolved and (iv) the Borrower receives the draft and final statements setting forth the final calculation of the Adjusted Purchase Price (as defined therein) and showing the calculation of each adjustment, delivered to the Borrower pursuant to Section 14.1 of the Acquisition Documents, then, in each such case, the Borrower shall promptly give the Administrative Agent notice in reasonable detail of such circumstances and such copies of such documents, as applicable.

Acquisition Notices. Within one hundred twenty (120) days after giving an IPR Notice to the other Party, the party giving such notice shall give to the other Party a subsequent notice indicating whether or not such party elects to Prosecute a United States Patent Application on any of its Jointly-Created IPR or Solely-Created IPR disclosed therein. In the event that it shall be more likely than not that a reasonable United States patent attorney would deem such Solely-Created IPR or Jointly-Created IPR to be patentable in the United States, and such Party shall (i) fail, within such time period, to give notice indicating its election to Prosecute such a Patent Application (a “Prosecution Notice”) or (ii) timely give such notice but thereafter fail, in a material respect, to diligently Prosecute such Patent Application or any resulting Patent, the other Party shall have the right, exercisable by written notice (the “Acquisition Notice”), to acquire such Solely-Created IPR or Jointly-Created IPR. A Party receiving an Acquisition Notice shall execute and deliver such documents, and do and perform all such other acts and things, as shall be reasonably necessary to cause title to the relevant Solely-Created IPR or Jointly-Created IPR (along with any related Patents or Patent Applications) to be assigned and conveyed to the other Party or to enable the other Party to Prosecute any such related Patent or Patent Application. For purposes of this Section 5.3(b), a party shall not be deemed to have failed, in a material respect, to diligently Prosecute a Patent Application or Patent unless the other Party shall have notified such party of such failure, and such Party shall have failed, within thirty (30) days, to substantially cure the same or unless it shall have failed, prior to the date falling six (6) months after giving a Prosecution Notice, to commence, in a significant and meaningful way, such Prosecution.

Acquisition Notices. In the event that after the effective date of the Third Amendment: (i) the Borrower (or one of its Subsidiaries) is required or decides to purchase any of the Properties which had previously been excluded from the Acquisition Properties (as defined in the Third Amendment) in accordance with Section 3.3 of the Purchase Agreement (as defined in the Third Amendment), (ii) the Borrower (or one of its Subsidiaries) is required to honor any preferential purchase right in respect of any Acquisition Property which has not been waived in accordance with Section 3.3 of the Purchase Agreement, (iii) any matter is disputed in accordance with the terms of the Purchase Agreement or any such disputed matter is resolved, (iv) any material notices are received or delivered by the Borrower (or one of its Subsidiaries) pursuant to the Purchase Agreement, or (v) the Borrower (or one of its Subsidiaries) and the sellers calculate and agree upon the "Settlement Statement" as defined in Section 3.6(A) of the Purchase Agreement, then, in each such case, the Borrower shall promptly give the Administrative Agent notice in reasonable detail of such circumstances.

Acquisition Notices. In the event that after the effective date of the First Amendment: (i) the Borrower is required or decides to purchase any of the Properties which had previously been excluded from the Acquisition Properties (as defined in the First Amendment) in accordance with the terms of the Purchase Agreement (as defined in the First Amendment), (ii) the Borrower is required to honor any preferential purchase right in respect of any Acquisition Property which has not been waived, (iii) any matter is disputed in accordance with the terms of the Purchase Agreement or any such disputed matter is resolved, (iv) the discovery of any "interest additions", (v) any material notices are received or delivered by the Borrower pursuant to the Purchase Agreement, or (vi) the Borrower and the Sellers (as defined in the First Amendment) calculate and agree upon the "final recapitulation statement" and "final recap amount" as contemplated by the Purchase Agreement, then, in each such case, the Borrower shall promptly give the Administrative Agent notice in reasonable detail of such circumstances. 2.4 Amendment to Section 8.12. Section 8.12 is hereby amended by (i) deleting therefrom each reference to "January 1" and substituting therefor "December 31" and (ii) deleting therefrom the reference to "January 1st" and substituting therefor "December 31st". 2.5 Addition of Section 8.16. Section 8.16 is hereby added, which reads in its entirety as follows: