Option to Acquire Assets Sample Clauses

Option to Acquire Assets. If Closing does not occur within 10 business days of the execution of this Agreement, Buyer shall have an option to immediately purchase the Target’s customer contracts, driver lists, and employee lists by wire transferring $1,000,000 to Seller on or before October 8, 2013. For a reasonable period thereafter, Buyer shall have the right to use the Target’s trade names.
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Option to Acquire Assets. By written notice delivered to the Seller and AmTrust within ninety (90) days following the Transaction Closing Date, the Buyer may elect to acquire any assets acquired in the Merger of the Seller or the Affiliates of Tower that are reasonably required to conduct the Personal Lines Business not included among the Companies that have not previously been transferred to AmTrust or the Commercial Lines Companies (the “Post-Closing Purchased Assets”) for no additional consideration. If within ten (10) days following AmTrust’s and Seller’s receipt of such notice, neither AmTrust or Seller has objected to the acquisition of all or any of such Post-Closing Purchased Assets, Seller shall transfer the Post-Closing Purchased Assets as to which no objection shall have been made to Buyer. If AmTrust or Seller provides such written objection, Seller, AmTrust and Buyer shall negotiate in good faith to coordinate the transfer or retention of such Post-Closing Purchased Assets among themselves. If an agreement as to the transfer or retention of any of such Post-Closing Purchased Assets is reached, Seller shall transfer such Post- Closing Purchased Assets in accordance with such agreement. If within thirty (30) days of the delivery of any such objection, Seller, AmTrust and Buyer shall have failed to reach an agreement with respect to the transfer or retention of any of such Post-Closing Purchased Assets to which such objection is related, Seller, Buyer and AmTrust shall enter mediation. In the event pursuant to such mediation the Seller, AmTrust and Buyer shall reach an agreement as the transfer or retention of such Post-Closing Purchased Assets, Seller shall transfer such Post- Closing Purchased Assets in accordance with such agreement.
Sample 1
Option to Acquire Assets. In consideration of the payment the sum of One Hundred Dollars ($100) and the promises and covenants made by Company herein, the receipt and sufficiency of which consideration is hereby acknowledged, Licensee hereby grants to Company an exclusive and irrevocable option (the "Option") to acquire all or any portion of the Optioned Assets, subject to and consistent with FCC rules, regulations and policies and upon the terms and conditions of this Agreement; provided that, in further consideration of the grant of the Option, in the event that the Company exercises the Option prior to the expiration of the Option Term, the Company shall release the obligation of Licensee for any and all accrued Lease payments and future lease obligations with regard to the Stations subject to such exercise.
Sample 1
Option to Acquire Assets. Upon the terms and subject to the conditions set forth in this Agreement, TSI hereby grants to CPH the exclusive option (the "Option") to acquire from TSI, all of TSI's right, title, and interest in and to all of TSI's property and assets possessed by or for which TSI has any rights of ownership or use as of September 30, 2007, whether real, personal, or mixed, tangible and intangible, or every kind and description, wherever located, including the following (but excluding the Excluded Assets as set forth in Section 1.2) (collectively, the "Assets"), on an "AS IS, WHERE IS" basis, except as set forth in Section 3.1(f). (a) All Real Property, including but not limited to the Real Property described in Schedule 1.1(a); (b) All Tangible Personal Property, including but not limited to those items described in Schedule 1.1(b); (c) The Raw Materials Inventories, including but not limited to the Raw Materials Inventories described in Schedule 1.1(c); (d) All TSI Contracts listed in Schedule 1.1(d); (e) All data and Records in the possession of TSI or AMCON related to the operations of TSI or Trinity Springs, Ltd. ("TSLtd") including prior client and customer lists and Records, research and development reports and Records, production reports and Records, service and warranty Records, equipment logs, operating guides and manuals, and other similar documents and Records; (f) All of the intangible rights and property of TSI, including Intellectual Property Assets, goodwill, telephone, telecopy, and e-mail addresses and listings and those Marks, Copyrights, and Net Names listed in Schedule 1.1(f); (g) All insurance benefits, including rights and proceeds, arising from or relating to the Assets or the Assumed Liabilities prior to the Closing Date, unless expended in accordance with this Agreement; (h) All claims of TSI and, to the extent applicable, of TSLtd against third parties relating to the Assets, whether choate or inchoate, known or xxxxxwn, contingent or noncontingent, including but not limited to all such claims listed in Schedule 1.1(h); (i) All of TSI's Water Rights; and (j) All rights of TSI relating to deposits and prepaid expenses, claims for refunds and right to offset in respect thereof.
Sample 1
Option to Acquire Assets. For a period of one hundred twenty (120) days following Purchaser's notice to Seller regarding an Abandonment Decision (the "REACQUISITION OPTION PERIOD"), Seller shall have the option to acquire Purchaser's interest in the Assets (the "REACQUISITION OPTION"). (a) Purchaser shall make appropriate representatives available to meet with appropriate representatives of Seller at a mutually convenient time to provide an update to Seller (such update to include as much information about the Asset Purchase Agreement - Retigabine development program(s) then being conducted for any Product as reasonably requested by Seller and to include specifically, without limitation, (i) details of all adverse events or adverse reactions arising at any time during the trials and/or studies, (ii) all financial commitments and expenses outstanding with regard to the Product and (iii) the current status of, and ongoing activities with respect to, the development program(s) then being conducted for the Product), such meeting to occur at Purchaser's facility not later than thirty (30) days after the date the notice of an Abandonment Decision was delivered to Seller. (b) Until the earlier of (x) the expiration of the Reacquisition Option Period and (y) the date Purchaser receives notice from Seller that it has elected not to exercise the Reacquisition Option, Purchaser shall (i) to the extent permitted by Governmental or Regulatory Authorities and to the extent consistent with good clinical and laboratory practices, (A) continue any ongoing human clinical trials (but Purchaser shall not be obligated to enroll any new patients in any such ongoing human clinical trials during this period) and (B) continue any ongoing pre-clinical studies (but Purchaser shall not be obligated to dose any additional animals or conduct any histopathology work in any such ongoing pre-clinical studies during this period), and (ii) bear all costs and expenses associated with continuing all such ongoing clinical trials and/or ongoing pre-clinical studies. Other than continuing any such ongoing clinical trials and/or ongoing pre-clinical studies as provided above, Purchaser shall not be obligated to continue any portion of its activities or other efforts with respect to the Compound or any Product, including the manufacture of any additional clinical trial materials (except Purchaser shall remain obligated to purchase all orders placed and accepted by Seller under the Seller Supply Agreement) or other chemistr...
Sample 1
Option to Acquire Assets. 28 3.10 CHARGE...............................................................
Sample 1

Related to Option to Acquire Assets

  • Title to Acquired Assets Other than the Security Interests set forth on Section 2(d) of the Disclosure Schedule (which shall be released at or before the Closing) the Seller has good and marketable title to all of the Acquired Assets, free and clear of any Security Interest or restriction on transfer.

  • Right to Acquire Limited Partner Interests (a) Notwithstanding any other provision of this Agreement, if at any time the General Partner and its Affiliates hold more than 80% of the total Limited Partner Interests of any class then Outstanding, the General Partner shall then have the right, which right it may assign and transfer in whole or in part to the Partnership or any Affiliate of the General Partner, exercisable at its option, to purchase all, but not less than all, of such Limited Partner Interests of such class then Outstanding held by Persons other than the General Partner and its Affiliates, at the greater of (x) the Current Market Price as of the date three days prior to the date that the notice described in Section 15.1(b) is mailed and (y) the highest price paid by the General Partner or any of its Affiliates for any such Limited Partner Interest of such class purchased during the 90-day period preceding the date that the notice described in Section 15.1(b) is mailed. As used in this Agreement, (i) “Current Market Price” as of any date of any class of Limited Partner Interests means the average of the daily Closing Prices (as hereinafter defined) per Limited Partner Interest of such class for the 20 consecutive Trading Days (as hereinafter defined) immediately prior to such date; (ii) “Closing Price” for any day means the last sale price on such day, regular way, or in case no such sale takes place on such day, the average of the closing bid and asked prices on such day, regular way, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal National Securities Exchange (other than the Nasdaq Stock Market) on which such Limited Partner Interests are listed or admitted to trading or, if such Limited Partner Interests of such class are not listed or admitted to trading on any National Securities Exchange (other than the Nasdaq Stock Market), the last quoted price on such day or, if not so quoted, the average of the high bid and low asked prices on such day in the over-the-counter market, as reported by the Nasdaq Stock Market or such other system then in use, or, if on any such day such Limited Partner Interests of such class are not quoted by any such organization, the average of the closing bid and asked prices on such day as furnished by a professional market maker making a market in such Limited Partner Interests of such class selected by the General Partner, or if on any such day no market maker is making a market in such Limited Partner Interests of such class, the fair value of such Limited Partner Interests on such day as determined by the General Partner; and (iii) “Trading Day” means a day on which the principal National Securities Exchange on which such Limited Partner Interests of any class are listed or admitted for trading is open for the transaction of business or, if Limited Partner Interests of a class are not listed or admitted for trading on any National Securities Exchange, a day on which banking institutions in New York City generally are open.

  • Title to Purchased Shares The Purchased Shares are owned by the Vendors as the registered and beneficial owner thereof with good and marketable title, free and clear of all Encumbrances.

  • No Acquired Rights In participating in the Plan, the Participant acknowledges and accepts that the Board has the power to amend or terminate the Plan, to the extent permitted thereunder, at any time and that the opportunity given to the Participant to participate in the Plan is entirely at the discretion of the Committee and does not obligate the Company or any of its Affiliates to offer such participation in the future (whether on the same or different terms). The Participant further acknowledges and accepts that such Participant's participation in the Plan is not to be considered part of any normal or expected compensation and that the termination of the Participant's employment under any circumstances whatsoever will give the Participant no claim or right of action against the Company or its Affiliates in respect of any loss of rights under this Agreement or the Plan that may arise as a result of such termination of employment.

  • Title to and Condition of Assets (a) Each Seller has good and marketable title or a valid leasehold interest, as applicable, to all of the properties and assets, real, personal and mixed, which would be included in the Purchased Assets owned by such Seller if the Closing took place on the date hereof, including all properties and assets reflected in the Balance Sheet (as defined in Section 7.14) and not sold, retired or otherwise disposed of since the date thereof in the ordinary course of the Seller Business consistent with past practices, free and clear of all Liens except for Permitted Liens and except for the Liens listed on SCHEDULE 7.03(a) which will be discharged at Closing. Each Seller has full power, right and authority to sell and convey to Purchaser good and marketable title to the Purchased Assets owned by such Seller, free and clear of all Liens other than Permitted Liens. Except as set forth on SCHEDULE 7.03(a) and except for the Excluded Assets identified in Section 2.02(a)-(j) or in SCHEDULE 2.02(d) or SCHEDULE 2.02(f), the Purchased Assets include all material rights, assets and property necessary or material to operate the Seller Business as it is currently operated. Except for the Excluded Assets and except as set forth on SCHEDULE 7.03(a), neither AT&T Wireless, Inc. ("AT&T") nor any Affiliate of either Seller owns or has an interest in any asset used primarily in the Seller Business. (b) All buildings, structures, facilities, fixtures, equipment and other items of tangible property and assets (excluding Inventory) which would be included in the Purchased Assets if the Closing took place on the date hereof, including all network equipment, are in good working condition and repair, subject to normal wear and maintenance and are located such that they are not materially encroaching on the property or rights of any Person.

  • Good title to assets It and each of its Subsidiaries has a good, valid and marketable title to, or valid leases or licences of, and all appropriate Authorisations to use, the assets necessary to carry on its business as presently conducted.

  • Other Consideration As additional consideration, Purchaser shall also assume the Assumed Liabilities at the time of Closing.

  • Title to Purchased Assets Seller owns and has good title to the Purchased Assets, free and clear of Encumbrances.

  • Freedom to Trade in Company Securities The Rights Agent and any stockholder, director, officer or employee of the Rights Agent may buy, sell or deal in any of the Rights or other securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company or otherwise act as fully and freely as though it were not Rights Agent under this Agreement. Nothing herein shall preclude the Rights Agent from acting in any other capacity for the Company or for any other legal entity.

  • Distributions Other Than Cash, Shares or Rights to Purchase Shares (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution be made to Holders of ADSs, the Depositary shall determine whether such distribution to Holders is lawful and practicable. The Depositary shall not make such distribution unless (i) the Company shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable. (b) Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary may distribute the property so received to the Holders of record as of the ADS Record Date, in proportion to the number of ADSs held by such Holders respectively and in such manner as the Depositary may deem practicable for accomplishing such distribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary and (ii) net of any taxes and/or other governmental charges. The Depositary may dispose of all or a portion of the property so distributed and deposited, in such amounts and in such manner (including public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) and other governmental charges applicable to the distribution. (c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests the Depositary not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7 hereof or (iii) the Depositary determines that all or a portion of such distribution is not reasonably practicable or feasible, the Depositary shall endeavor to sell or cause such property to be sold in a public or private sale, at such place or places and upon such terms as it may deem proper and shall distribute the net proceeds, if any, of such sale received by the Depositary (net of applicable fees and charges of, and expenses incurred by, the Depositary and/or a division or Affiliate(s) of the Depositary and taxes and/or governmental charges) to the Holders as of the ADS Record Date upon the terms of Section 4.1 hereof. If the Depositary is unable to sell such property, the Depositary may dispose of such property in any way it deems reasonably practicable under the circumstances for nominal or no consideration and Holders and Beneficial Owners shall have no rights thereto or arising therefrom.