Right to Sell Business Sample Clauses

Right to Sell Business. At the election by SAGA upon written notice received by Licensor and Licensee at any time following the last day of the eighteenth (18th) calendar month after the Commissioning Date (such last day being referred to as the “Determination Date”), and provided that; (i) Licensor at such time deems that the Equipment is then in good condition and working order; and (ii) Licensee is not then in material breach of this Agreement or any other agreement with Licensor, SAGA may sell to Licensee and Licensor and Licensor shall purchase from Licensee all assets of Licensee (the “Purchased Assets”) relating to the entire business of selling and manufacturing products using Amorphous Alloys (the “Business”), for a purchase price that is equal to the original purchase price of the Equipment (i.e., the purchase price for the Equipment originally paid by Licensee to LLPG and the original purchase price of the other assets relating to the entire business of selling and manufacturing products using Amorphous Alloys) less an amount allocated to depreciation based upon a five year, straight line depreciation method (pro rated on a monthly basis) less capital paid back to Licensee. In connection with any purchase and sale under this paragraph, Licensee shall deliver the Purchased Assets FOB Italy. For purposes of this Agreement, the “Purchased Assets” will include, but not be limited to, the Equipment, all inventory or feedstock then in possession of Licensee or otherwise owned by Licensee, all customer lists, customer contract rights, and other materials related to the Business. All shipping costs and duties shall be paid by and shall be for the account of the Licensor, and Licensor shall have no obligation to consummate the purchase of the Purchased Assets other than pursuant to a customary asset purchase agreement that includes warranties by Licensee as to clear title and the requisite condition of the Equipment specified above. The closing of such purchase and sale and the payment of the required purchase price in U.S. dollars shall be completed on a date selected by SAGA within ninety (90) days after the date of delivery to Licensor and Licensee of the aforementioned notice. This right shall expire upon the first day of the sixtieth (60th) calendar month after the Commissioning Date or upon full repayment of the capital whichever is first.
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Related to Right to Sell Business

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  • Small Business Concern The offeror represents as part of its offer that it is, is not a small business concern.

  • Qualified Small Business To the Company's knowledge, the Shares should qualify as "Qualified Small Business Stock" as defined in Section 1202(c) of the Internal Revenue Code of 1986, as amended (the "Code"), as of the date hereof.

  • UTILIZATION OF SMALL BUSINESS CONCERNS Seller agrees to actively seek out and provide the maximum practicable opportunities for small businesses, small disadvantaged businesses, women-owned small businesses, minority business enterprises, historically black colleges and universities and minority institutions, Historically Underutilized Business Zone small business concerns and US Veteran and Service-Disabled Veteran Owned small business concerns to participate in the subcontracts Seller awards to the fullest extent consistent with the efficient performance of this Contract.

  • Small Business Investment Company Buyer is a small business investment company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958.

  • Qualified Small Business Stock The Company shall use commercially reasonable efforts to cause those shares of Series A Preferred Stock that are Registrable Securities, as well as any shares of Common Stock into which such shares of Series A Preferred Stock are converted, within the meaning of Section 1202(f) of the Internal Revenue Code (the “Code”), to constitute “qualified small business stock” as defined in Section 1202(c) of the Code; provided, however, that such requirement shall not be applicable if the Board of Directors of the Company determines, in its good-faith business judgment, that such qualification is inconsistent with the best interests of the Company. The Company shall submit to its stockholders (including the Investors) and to the Internal Revenue Service any reports that may be required under Section 1202(d)(1)(C) of the Code and the regulations promulgated thereunder. In addition, within twenty (20) business days after any Investor’s written request therefor, the Company shall, at its option, either (i) deliver to such Investor a written statement indicating whether (and what portion of) such Investor’s interest in the Company constitutes “qualified small business stock” as defined in Section 1202(c) of the Code or (ii) deliver to such Investor such factual information in the Company’s possession as is reasonably necessary to enable such Investor to determine whether (and what portion of) such Investor’s interest in the Company constitutes “qualified small business stock” as defined in Section 1202(c) of the Code.

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