Common use of Additional Assets Clause in Contracts

Additional Assets. (a) Upon the terms and subject to the conditions hereinafter set forth, the Buyer shall have the right, but not the obligation, to purchase any of the Additional Assets, if and to the extent Seller decides to sell such Additional Assets. The Buyer may exercise its Right of First Offer at any time, within the Offer Period, in respect of any of the Additional Assets. Shipping terms shall be FOB at Seller’s premesis by submitting a purchase order to Seller, for payment and delivery (i) within two (2) Business Days of Buyer receiving a payment for such Additional Assets that constitute inventory, and (ii) within thirty (30) business days of the date on the relevant purchase order. Buyer hereby agrees that it shall be responsible for all shipping costs, insurance fee and tariffs of Additional Assets and shall be deemed to have received such Additional Assets upon pick-up from Seller’s premises. (b) The Parties agree that the Additional Assets shall only include those assets specifically identified in writing by Seller, which Seller will provide to Buyer on or before Decemeber 6, 2010. Without derogating from the foregoing, Seller shall have up to 180 days from the Closing Date to sell its inventory in the event that the Company chooses not to exercise its Right of First Offer in this respect, and accordingly, such sale of inventory shall not be deemed a breach of any non-compete covenants binding upon Seller and/or its shareholders.