Common use of Affiliate Acquisitions Clause in Contracts

Affiliate Acquisitions. Notwithstanding anything to the contrary contained in this Agreement or the Ancillary Agreement or otherwise, Buyer may elect to have any or all of the Transferred Assets conveyed or otherwise 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 than Seller or any of its Affiliates would otherwise have had.

Appears in 1 contract

Samples: Asset Purchase Agreement (Cell Therapeutics Inc)

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Affiliate Acquisitions. Notwithstanding anything to the contrary contained in this Agreement or the Ancillary Agreement or otherwiseAgreement, Buyer may elect to have any or all of the Transferred Assets conveyed or otherwise transferred to, or any of the Assumed Liabilities assumed by, one or more of its Affiliates so long as no Affiliates; provided, however, that such election results in any greater cost conveyance or obligation than Seller transfer shall not relieve Buyer of its obligations and Liabilities to Sellers or any of its Affiliates would otherwise have hadsuch Seller hereunder.

Appears in 1 contract

Samples: Asset Purchase Agreement (Alphatec Holdings, Inc.)

Affiliate Acquisitions. Notwithstanding anything to the contrary contained in this Agreement or the Ancillary Agreement or otherwiseAgreement, Buyer may elect to have any or all of the Transferred Purchased Assets conveyed or otherwise transferred to, or any of the Assumed Liabilities assumed by, one or more of its Affiliates so long as no Affiliates; provided, however, that such election results in any greater cost conveyance or obligation than Seller or any transfer shall not relieve Buyer of its Affiliates would otherwise have hadobligations and Liabilities to Seller hereunder.

Appears in 1 contract

Samples: Asset Purchase Agreement (Sphere 3D Corp)

Affiliate Acquisitions. Notwithstanding anything to the contrary contained in this Agreement or the Ancillary Agreement or otherwiseincluding Section 9.7, Buyer may elect to have any or all of the Transferred Purchased Assets conveyed or otherwise transferred to, or any or all 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 than Seller or any of its Affiliates would otherwise have hadmay be designated by Buyer from time to time prior to the Closing.

Appears in 1 contract

Samples: Asset Purchase Agreement

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Affiliate Acquisitions. Notwithstanding anything to the contrary contained in this Agreement or the Ancillary Agreement or otherwiseAgreement, any Buyer may elect to have any or all of the Transferred Assets conveyed or otherwise transferred to, or any of the Assumed Liabilities assumed by, one or more of its Affiliates so long as no Affiliates; provided, however, that such election results in any greater cost conveyance or obligation than Seller transfer shall not relieve Buyers or any such Buyer of its Affiliates would otherwise have hadobligations and Liabilities to Sellers or any such Seller hereunder.

Appears in 1 contract

Samples: Asset Purchase Agreement (Mad Catz Interactive Inc)

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