Affiliate Acquisitions. Notwithstanding anything to the contrary contained in this Agreement, Buyer may, subject to Seller’s consent which may not be unreasonably withheld, conditioned or delayed, elect to have any or all of the Transferred Assets Transferred to, or any of the Assumed Liabilities assumed by, one or more of its Affiliates so long as no such election results in any greater cost or obligation to Seller as Seller would otherwise have had; provided, however, that no such election shall relieve Buyer of any of its obligations to Seller hereunder with respect to the Assumed Liabilities or otherwise. The Final Cash Consideration shall be allocated among those Transferred Assets to be conveyed to Buyer and those Transferred Assets to be conveyed to the respective Affiliates of Buyer, but, for the avoidance of doubt, in no event shall the amount of the Final Cash Consideration or any other items to be paid for the Transferred Assets, the nature of the Assumed Liabilities to be assumed, the obligation to pay Taxes or Transfer Taxes or the allocation of risk and responsibility between Seller and Buyer be modified to the detriment of Seller as a result of the delivery of separate bills of sale, assignments and other closing documents.
Affiliate Acquisitions. Notwithstanding anything to the contrary set forth in this Agreement, Purchaser may elect to have any or all of the Transferred Assets Transferred to, or any of the Assumed Liabilities assumed by, one or more of its Subsidiaries so long as no such election results in any greater cost or obligation than Seller Parent would otherwise have had; provided, however, that no such election shall relieve Purchaser of any of its obligations to Seller Parent or its Subsidiaries hereunder with respect to the Assumed Liabilities or otherwise.
Affiliate Acquisitions. Notwithstanding anything to the contrary contained in this Agreement, Buyer may, subject to Seller Parent’s consent (not to be unreasonably withheld, conditioned or delayed), elect to have any or all of the Acquired Assets conveyed or transferred to, or any of the Assumed Liabilities assumed by, one or more of its Affiliates so long as no such election results in any greater cost or obligation (including, but not limited to, as a result of any withholding Tax) than Sellers or their respective Affiliates would otherwise have had; provided, however, that (i) no such election shall relieve Buyer of any of its obligations to Sellers or their respective Affiliates hereunder with respect to the Assumed Liabilities or otherwise and (ii) subject to clause (i), the Parties hereby agree that Buyer shall be permitted without the consent of Seller Parent to elect to have any or all of the Acquired Assets conveyed or transferred to, or any of the Assumed Liabilities (other than Liabilities of the Acquired Subsidiaries) assumed by, Buyer Assignee and/or newly formed Luxembourg and/or Delaware entities, in each case, which are formed for the purpose of effecting the Transaction and are wholly owned Subsidiaries of Buyer so long as such transfer or assumption does not result in application of any withholding Tax. The Purchase Price shall be allocated among those Acquired Assets to be conveyed to Buyer and those Acquired Assets to be conveyed to the respective Affiliates of Buyer, but in no event shall the amount of the Purchase Price or any other items to be paid for the Acquired Assets, the nature of the Assumed Liabilities to be assumed, the obligation to pay Taxes or Transfer Taxes or the allocation of risk and responsibility between Sellers and Buyer be modified to the detriment of Sellers and their respective Affiliates as a result of the delivery of separate bills of sale, assignments and other closing documents.
Affiliate Acquisitions. Notwithstanding anything to the contrary contained in this Agreement, Buyer may elect to have any or all of the Purchased Assets conveyed or transferred to, or any of the Assumed Liabilities assumed by, one or more of its Affiliates; provided however, that no such election shall relieve Buyer of any of its obligations to Seller hereunder with respect to the Assumed Liabilities or otherwise. The Purchase Price shall be allocated among those Purchased Assets to be conveyed to Buyer and those Purchased Assets to be conveyed to the respective Affiliates of Buyer, but in no event shall the amount of the Purchase Price or any other items to be paid for the Purchased Assets, the nature of the Assumed Liabilities to be assumed, the obligation to pay Taxes or Transfer Taxes or the allocation of risk and responsibility between Seller and Buyer be modified to the detriment of Seller as a result of the delivery of separate bills of sale, assignments and other closing documents.
Affiliate Acquisitions. Should RCG acquire additional Affiliates during the Term, and such acquisitions result in an aggregate incremental increase in total prior year base sales by more than * Million Dollars ($*), then Amgen and RCG agree to meet and in good faith review the Agreement in light of the evolving business conditions. For purposes of this section, base sales will be derived using the rolling twelve (12) month period immediately preceding the Affiliate acquisition that causes RCG to meet the * Million Dollars ($*) limitation, and using the * in effect at *.
Affiliate Acquisitions. Notwithstanding anything to the contrary contained in this Agreement, Buyer may, in accordance with Section 9.04, elect, at least 5 Business Days prior to Closing, to have the Transfer of all the Purchased Interest and the assumption of all Assumed Obligations pursuant to Section 2.01 made directly to and by a wholly-owned subsidiary of Buyer (an “Alternate Buyer”).
Affiliate Acquisitions. Notwithstanding anything to the contrary contained in this Agreement, Purchaser may elect to have any or all of the Purchased Assets conveyed or transferred to, or any of the Assumed Liabilities assumed by, one or more of its Affiliates so long as no such election results in any greater cost or obligation than Seller would otherwise have had; provided, however, that no such election shall relieve Purchaser of any of its obligations to Seller hereunder with respect to the Assumed Liabilities or otherwise. The Base Cash Price shall be allocated among those Purchased Assets to be conveyed to Purchaser and those Purchased Assets to be conveyed to the respective U.S. Subs of Purchaser.
Affiliate Acquisitions. (a) Notwithstanding anything to the contrary contained in this Agreement and subject to Section 1.8(b):
Affiliate Acquisitions. The provisions of this Section 10.1 (including the subsections thereof) shall apply to Leases and Farmouts acquired in an AMI not only by the Parties, but also to Leases and Farmouts so acquired by any Affiliate of a Party.
Affiliate Acquisitions. Notwithstanding anything to the contrary contained in this Agreement, Buyer may elect to have any or all of the Transferred Assets conveyed or transferred to, or any of the Assumed Liabilities assumed by, one or more of its Affiliates; provided however, that no such election shall relieve Buyer of any of its obligations to Seller and its Affiliates hereunder with respect to the Assumed Liabilities or otherwise. The Purchase Price shall be allocated, based on valuations performed by Duff & Xxxxxx Corporation or another valuation firm agreed upon by Buyer and Seller, among those Transferred Assets to be conveyed to Buyer and those Transferred Assets to be conveyed to the respective Affiliates of Buyer, but in no event shall the amount of the Purchase Price or any other items to be paid for the Transferred Assets, the nature of the Assumed Liabilities to be assumed, the obligation to pay Taxes (including Transfer Taxes) or the allocation of risk and responsibility between Seller and Buyer be modified to the detriment of Seller and/or Buyer and their respective Affiliates as a result of the delivery of separate bills of sale, assignments and other closing documents.
