Optional Assets Sample Clauses

Optional Assets. To the extent that Seller or Buyer discovers, prior to the Closing Date or during the eighteen (18) month period following the Closing Date, any asset, property, right or Contract (other than any asset, property, right or Contract of a type described in Section 1.1(a)) used or held for use by Seller in connection with the Business, including the development, manufacture, license or sale of the Acquired Intellectual Property (other than the Excluded Intellectual Property), but that was not transferred or assigned to Buyer as an Acquired Asset (each an “Optional Asset”), then the discovering party shall provide written notice to the other party identifying such Optional Asset within ninety (90) days of discovery (an “Optional Asset Notice”). If Buyer desires to accept the transfer of such Optional Asset, then (a) Buyer shall give written notice thereof to Seller within thirty (30) days after delivery of the Optional Asset Notice relating to such Optional Asset and (b) promptly following receipt of such notice, Seller shall, without further consideration, and subject to the receipt of any applicable consents of third parties, sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase and accept from Seller, free and clear from any Liens, all right, title and interest of Seller or any of its Affiliates in and to such Optional Asset. Buyer and Seller shall cooperate and promptly execute and deliver any instruments of transfer or assignment reasonably requested by Buyer to effect such transfer and assignment to Buyer. If Buyer fails to deliver to Seller notice of its intent to accept the transfer of such Optional Asset within such thirty (30)-day period, then such Optional Asset will be considered an Excluded Asset hereunder. The Parties acknowledge and agree that the giving of notice or the transfer of any Optional Asset under this Section 1.9 shall not in itself constitute a breach of Section 3.5 of this Agreement.

Optional Assets. Within 10 days following the date hereof, Purchaser shall identify certain assets ("Optional Assets") of CoreExpress that Purchaser may or may not elect to purchase as part of the purchase of Assets at the Closing. At least 3 Business Days prior to the Closing. Purchaser shall provide to CoreExpress a list of the Optional Assets that it shall not purchase at the Closing, provided, however, that Purchaser shall continue to have the right to reject any Optional Assets that take the form of an agreement, contract or license and for which CoreExpress is not able to provide documentation prior to Closing, and such right shall continue for a period of five Business Days after such documentation is delivered to Purchaser. The election to purchase or not purchase any of the Optional Assets shall be solely at the direction of Purchaser.

Optional Assets. All assets described in Section 5.21 and Section 5.23 unless Purchaser elects, pursuant to Section 5.21 and Section 5.23, to acquire all or any portion of such assets;