Common use of Affiliate Acquisitions Clause in Contracts

Affiliate Acquisitions. Notwithstanding anything to the contrary contained in this Agreement, Buyer may, subject to Seller’s consent which may not be unreasonably withheld, conditioned or delayed, elect to have any or all of the Transferred Assets Transferred to, or any of the Assumed Liabilities assumed by, one or more of its Affiliates so long as no such election results in any greater cost or obligation to Seller as Seller would otherwise have had; provided, however, that no such election shall relieve Buyer of any of its obligations to Seller hereunder with respect to the Assumed Liabilities or otherwise. The Final Cash Consideration shall be allocated among those Transferred Assets to be conveyed to Buyer and those Transferred Assets to be conveyed to the respective Affiliates of Buyer, but, for the avoidance of doubt, in no event shall the amount of the Final Cash Consideration or any other items to be paid for the Transferred Assets, the nature of the Assumed Liabilities to be assumed, the obligation to pay Taxes or Transfer Taxes or the allocation of risk and responsibility between Seller and Buyer be modified to the detriment of Seller as a result of the delivery of separate bills of sale, assignments and other closing documents.

Affiliate Acquisitions. Notwithstanding anything to the contrary contained in this Agreement, Buyer may, subject to Seller’s consent which may not be unreasonably withheld, conditioned or delayed, elect to have any or all of the Transferred Assets Transferred conveyed or transferred to, or any of the Assumed Liabilities assumed by, one or more of its Affiliates so long as no such election results in any greater cost or obligation to than ROI, Seller as Seller and their Affiliates would otherwise have had; provided, however, that no such election shall relieve Buyer of any of its obligations to ROI and Seller and their Affiliates hereunder with respect to the Assumed Liabilities or otherwise. The Final Cash Consideration Purchase Price shall be allocated among those Transferred Assets to be conveyed to Buyer and those Transferred Assets to be conveyed to the respective Affiliates of Buyer, but, for the avoidance of doubt, but in no event shall the amount of the Final Cash Consideration Purchase Price or any other items to be paid for the Transferred Assets, the nature of the Assumed Liabilities to be assumed, the obligation to pay Taxes or Transfer Taxes or the allocation of risk and responsibility between Seller Seller, on the one hand, and Buyer Buyer, on the other hand, be modified to the detriment of Seller and their Affiliates as a result of the delivery of separate bills of sale, assignments and other closing documents.

Affiliate Acquisitions. Notwithstanding anything to the contrary contained in this Agreement, Buyer may, subject to Seller’s consent which the Purchaser may not be unreasonably withheld, conditioned or delayed, elect to have any or all of the Transferred Assets Transferred conveyed or transferred to, or any of the Assumed Liabilities assumed by, one or more of its Affiliates so long as no such election results in any greater cost or obligation to Seller as than the Seller would otherwise have had; provided, however, that no such election shall relieve Buyer the Purchaser or the Seller of any of its obligations to Seller the other Party and such Party’s Affiliates hereunder with respect to the Assumed Liabilities or otherwise. The Final Cash Consideration Purchase Price shall be allocated among those Transferred Assets to be conveyed to Buyer the Purchaser and those Transferred Assets to be conveyed to the respective Affiliates of Buyerthe Purchaser, but, for the avoidance of doubt, but in no event shall the amount of the Final Cash Consideration Purchase Price or any other items to be paid for the Transferred Assets, the nature of the Assumed Liabilities to be assumed, the obligation to pay Taxes or Transfer Taxes transfer taxes or the allocation of risk and responsibility between the Seller and Buyer the Purchaser be modified to the detriment of the Seller and/or the Purchaser and their Affiliates as a result of the delivery of separate bills of sale, assignments and other closing documents.

Affiliate Acquisitions. Notwithstanding anything to the contrary contained in this Agreement, Buyer may, subject to Seller’s consent which may not be unreasonably withheld, conditioned or delayed, elect to have any or all of the Transferred Assets Transferred to, or any of the Assumed Liabilities assumed by, one or more of its Affiliates so long as no such election results in any greater cost or obligation to Seller as Seller would otherwise have had; provided, however, that no such election shall relieve Buyer of any of its obligations to Seller hereunder with respect to the Assumed Liabilities or otherwise. The Final Cash Consideration shall be allocated among those Transferred Assets to be conveyed to Buyer and those Transferred Assets to be conveyed to the respective Affiliates of Buyer, but, for the avoidance of doubt, in no event shall the amount of the Final Cash Consideration or any other items to be paid for the Transferred Assets, the nature of the Assumed Liabilities to be assumed, the obligation to pay Taxes or Transfer Taxes or the allocation of risk and responsibility between Seller and Buyer Xxxxx be modified to the detriment of Seller as a result of the delivery of separate bills of sale, assignments and other closing documents.