Assignment Option. 3 1. On May 15, 1999, or upon such date as: (i) AXSI accelerates technology enhancement funding in accordance with Section V.B.3 of this Agreement and AXSI pays to XLV all sums required under Section V of this Agreement; and (ii) XLV delivers all components of the XLV Technology necessary for AXSI to produce Products on a commercialized basis, whichever date occurs first, and extending for a period of ninety (90) days thereafter, provided AXSI has exercised the Exclusive License Option, AXSI shall have the right to receive an assignment of the XLV Technology (as hereinafter defined) from XLV, such right to be exercised at AXSI's option (the "Assignment Option"). AXSI may exercise the Assignment Option by providing XLV with written notice of AXSI's desire to exercise the Assignment Option within the time frame specified above.
Assignment Option. For the consideration set forth below, Sublandlord hereby grants to Subtenant the option to acquire all of Sublandlord's right, title and interest in the Premises and the Master Occupancy Agreement effective as of the date which is five (5) years after the date hereof. To exercise such option, Subtenant shall give Sublandlord written notice of such exercise on or prior to the date which five (5) years after the date hereof. Notwithstanding the foregoing, Sublandlord shall have the right to require Subtenant to exercise such option at any time during the term hereof upon thirty (30) days prior written notice in which event such assignment shall occur on or before the date which is forty-five (45) days after Sublandlord's delivery of such notice. The consideration for such option shall equal Four Hundred and Ninety Thousand Dollars ($490,000). Four Hundred and Forty Thousand Dollars ($440,000) of such option consideration shall be nonrefundable and shall be payable to Sublandlord, in cash, on the date hereof with the remaining Fifty Thousand Dollars ($50,000) to be payable, in cash, on the effective date of the assignment, subject to Subtenant's offset rights set forth in Section 10 of the Agreement. Sublandlord shall execute and deliver to Subtenant any and all documents reasonably requested by Subtenant to evidence the assignment of all of Sublandlord's right, title and interest in the Premises and under the Master Occupancy Agreement to Subtenant at the time of such assignment. The obligations of this Section 9 shall survive the expiration or early termination of this SOA. Upon such assignment, this SOA shall be null and void.
Assignment Option. Notwithstanding anything to the contrary contained herein, in lieu of the purchase of the Assets and the assumption of the Assumed Liabilities pursuant to this Article I, Purchaser shall have the option (the "Assignment Option"), exercisable in Purchaser's sole discretion, to require Seller to assign to Purchaser all of Seller's rights pursuant to the Auction Agreement; provided that the Assignment Option shall expire upon closing under the Auction Agreement and, if Purchaser exercises the Assignment Option, Purchaser shall also assume Seller's obligation to pay the Purchase Price Remainder (as defined in the Auction Agreement) and shall pay Seller an amount equal to the Deposit (as defined in the Auction Agreement). Upon exercise of the Assignment Option, Purchaser shall be relieved of any obligation to pay Seller the Purchase Price under this Agreement. If Purchaser exercises the Assignment Option, Seller shall do, execute, acknowledge and deliver, or cause to be done, executed, acknowledged and delivered, all such further acts, deeds, documents, assignments, transfers, conveyances, powers of attorney and assurances as may be reasonably necessary or desirable to evidence such assignment.
Assignment Option. Per IFB, Page 1, Section 3, Assignment, the Lottery shall, subject to security review, allow the Contractor to assign payments under this contract for the purpose of third-party financing to: Princeton Capital 38 Wxxxxxxxxx Xx. Xxxxxxxxx Xxxxxxxx, XX 00000 Future assignments or sub-assignments shall be subject to Lottery approval.
Assignment Option. REIT II shall have the option (the “Assignment Option”), in its sole discretion upon delivery of written notice to Xxxxx REF (the “Option Notice”) at any time on or after January 1, 2013 and before the expiration of the Transition Period (the “Option Notice Date”), to require Xxxxx REF to effect the WREAS II Assignment. As soon as reasonably practicable, but no later than twenty (20) days following the Option Notice Date, Xxxxx REF, WREAS II, and REIT II shall enter into (i) an Assignment and Assumption Agreement in the form attached hereto as Exhibit B, pursuant to which Xxxxx REF will transfer, convey and assign to REIT II all of the outstanding Equity Interests in WREAS II (the “Option Closing”) and (ii) a Consulting Agreement with respect to the provision of certain services currently provided by the Initial Term Advisory Agreement in the form attached hereto as Exhibit C. Notwithstanding the foregoing, it shall be a condition precedent to exercising the Assignment Option that REIT II has executed and delivered to Xxxxx REF the Renewal Advisory Agreement substantially in the form set forth on Exhibit D hereof on or before January 1, 2013. As of the date of the Option Closing, WREAS II shall, and Xxxxx REF shall cause WREAS II to, (i) have no obligations or liabilities to Xxxxx REF or its affiliates, (ii) have current assets that are not less than current liabilities (as finally determined in accordance with the Assignment and Assumption Agreement), and (iii) have no long term liabilities other than the Assumed Compensation Plans (as defined in the Assignment and Assumption Agreement).
Assignment Option. Seller and Buyer shall execute and deliver the Assignment and the Option. In addition, Seller shall prepare and Seller and Buyer shall execute such other conveyances on official forms and related documentation necessary to transfer the Assets to Buyer in accordance with requirements of governmental regulations; provided, however, that any such separate or additional conveyances required pursuant to this Section 11.4 or pursuant to Section 15.1 (i) shall evidence the conveyance and assignment of the Assets made or intended to be made in the Assignment, (ii) shall not modify or be deemed to modify any of the terms, reservations, covenants and conditions set forth in the Assignment, and (iii) shall be deemed to contain all of the terms, reservations and provisions of the Assignment, as though the same were set forth at length in such separate or additional conveyance.
Assignment Option. The mort gagee has the option to assign, transfer and deliver to the Commissioner the original credit instrument and the in sured mortgage securing the same, pro vided such mortgage is not in default at the expiration of 20 years from the date it was endorsed for insurance. When such option has been exercised the obli gation of the mortgagee to pay the premium charges shall cease.
Assignment Option i. On April 1, 1999, or upon such date LASX accelerates technology enhancement funding in accordance with Section 5(b)(viii) of this Agreement and LASX pays to XLV all sums required under Section 5 of this Agreement, whichever date occurs first, and extending for a period of ninety (90) days thereafter, provided LASX has exercised the Exclusive License Option (as hereinafter defined), LASX shall have the right to receive an assignment of the XLV Technology (as hereinafter defined) from XLV, such right to be exercised at LASX's option (the "Assignment Option"). LASX may exercise the Assignment Option by providing XLV with written notice of LASX's desire to exercise the Assignment Option within the time frame specified above.
Assignment Option.
3.1 Licensor hereby grants Licensee after the end of the sustainability period according to rules of the respective grant project XXXXXXXXXXXXXXXXXXXXXXXXXXXXX, but not XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX (the “Assignment Option”) for XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX.
3.2 As consideration for the assignment, Licensee shall continue to pay to Licensor the amounts that would have become due and payable by Licensee or any third person under this Agreement or any other agreement replacing this Agreement in case the Assignment Option had not been exercised or, at the option of Licensee, a lump sum amount to be agreed between Licensee and Licensor in good faith by means of a separate assignment agreement, and if no such agreement is reached in three (3) months after the execution of the Assignment Option, Licensee shall continue to pay to Licensor the amounts that would have become due and payable by Licensee or any third person under this Agreement or any other agreement replacing this Agreement in case the Assignment Option had not been exercised.
3.3 Licensor shall diligently cooperate with Licensee in giving effect to the transfer of ownership of the Patent Rights, Technology and/or the Knowhow. Any out-of-pocket costs associated with the transfer of the Patent Rights, Technology and/or the Knowhow from Licensor to Licensee, shall be borne by Licensee.
3.4 As soon as the Assignment Option can be exercised pursuant to Article 3.2 above, Licensee can decide at its sole discretion to assign the Patent Rights, Technology and/or the Knowhow and/or the Knowhow or assign its rights or obligations under this Agreement.
Assignment Option
