Buy-Out. The Committee has the same discretion to buy out SARs as it has to take such actions pursuant to Section 6(j) above with respect to Options.
Buy-Out. Any Partner that elects pursuant to Section 10.2 (b) (the "Purchasing Partner") to purchase the Partnership Interests of any Partner and its Affiliates (collectively, the "Selling Partner") shall exercise its election to acquire such Partnership Interests by notice to the Selling Partner setting forth such election and the grounds upon which such Partner is entitled to make such election, and the date (which shall not be earlier than 90 nor later than 120 days after the date such notice is given) upon which such Partnership Interest shall be transferred from the Selling Partner to the Purchasing Partner. The Selling Partner shall be bound by :he provisions of the notice relating to such date. The purchase price for such transfer shall be the book value of the Partnership Interests to be purchased, without giving effect to good will, but including the present value (discounted at a rate equal to the average of the Prime Rate for each of the two preceding years plus five percent) of the then existing ongoing brokerage or other contracts of the Partnership. Such present value shall be determined by either Xxxx X. Xxxx Company of Pittsburgh, Pennsylvania, Xxxxx Engineering Company of Beckley, West Virginia, or Xxxx Xxxx Company of Chicago, Illinois. The Selling Partner and the Purchasing Partner shall each eliminate one of such firms and the remaining firm shall be requested to make a determination of such present value. The expenses of such determination shall be paid by the Partnership. The purchase price shall be payable, at the option of the Purchasing Partner, in cash on the date of transfer of the Partnership Interest, or within five years thereafter in equal annual installments payable on the date of such transfer and thereafter on each succeeding anniversary of such date, together with interest from the date of such transfer on any unpaid portion of the purchase price at a rate equal to the Prime Rate plus one percent, provided that the rate of interest shall in no event exceed the maximum amount permitted by applicable law and that the Purchasing Partner shall be entitled to offset against such purchase price any amounts owed to it by the Selling Partner pursuant to Section 4.6. The Partnership Interest to be acquired by the Purchasing Partner shall include all of the Partner's rights and interest under this Agreement. The transfer of Partnership Interests to the Purchasing Partner pursuant to this Section 10.3 shall relieve the Selling Partner of all...
Buy-Out. The successor dealership named in such Interim Agreement shall arrange in writing, subject to the approval of the Company which shall not be unreasonably withheld, for one or more persons named in subparagraph F(ii) of the Interim Agreement to have the right to acquire during its term at least a 20% ownership interest in the successor dealership and, if the successor dealership is offered a standard Sales and Service Agreement for
Buy-Out. If Customer would request to terminate this contract at any time before the expiration date, a Buy Out price will be determined by calculating the difference between the Product price as stated in this Agreement and the rack price at the time of the buyout multiplied by the remaining quantity of unpurchased Product, plus a penalty of $0.10 per gallon on the remaining unpurchased quantity of Product. Extension Clause: In the event Product is not be available at a terminal within 75 miles of Customer’s location, Crystal Valley reserves the right to charge the Customer any additional freight and demurrage charges incurred from obtaining fuel from the nearest available source of supply. Indemnification: Customer agrees to defend, indemnify and hold harmless Crystal Valley from and against any claim, loss, damage, cost, expense or liability directly or indirectly arising out of Customer’s negligence, willful, or intentional acts related to the Product sold to Customer pursuant to this Agreement, including, but not limited to: (a) all consequential damages (including, without limitation, any third party tort claims or governmental claims, fines or penalties); and (b) all court costs and reasonable attorneys' fees (including, without limitation, expert witness fees) paid or incurred by Crystal Valley. NOTE: THIS INSTRUMENT SHALL NOT CONSTITUTE A CONTRACT BETWEEN THE PARTIES UNLESS AND UNTIL IT
Buy-Out. 5.1 Buy-Out Provided always that the Broker satisfies the conditions set out in the Second Schedule, the Company will Buy-Out the business of the Broker in accordance with the provisions of the Second Schedule in the following circumstances:-
Buy-Out. If Toshiba and SanDisk make the election to obtain [*] set forth in Section 4.2, then they will have the option (either jointly, or by mutual written agreement, one of them) to pay Intermolecular [*] US Dollars (US$[*]) for the assignment of [*]owned by [*] in the [*] (an “IP Buy Out”). This option may be exercised [*] during the period SanDisk and/or Toshiba [*]. If Toshiba and SanDisk elect the IP Buy-Out, the parties acknowledge and agree that Toshiba and SanDisk shall not [*] under [*], including the [*] of [*] (including [*]), regardless of the change in ownership of [*]. Further, if this election is made, then the option to SanDisk and Toshiba to [*] from [*] to [*] shall [*].
Buy-Out. Lessee shall have the right, at such time as the Equipment Rent has been fully paid, to purchase the PET Scanner from Lessor for the sum of $1.00 and all other direct costs incurred by Lessor in connection with the transfer of title to the PET Scanner from Lessor to Lessee.
Buy-Out. 1. If RCA does not exercise its Early Termination Right, AD shall have the right, at any time after the date 6 months prior to the end of the 6th year of the Term, to offer ("Buy-Out Offer") to sell AD's interest in the New Entity to RCA as of the last day of the Term for a purchase price equal to the Buy-Out Offer price. If AD has not made a Buy-Out Offer as of the end of the Term, RCA shall have the right thereafter to require AD to make a Buy-Out Offer by notifying AD to such effect. If AD does not make a Buy-Out Offer within 60 days after such notice, then RCA shall have the right to suspend its obligation to make any further payments to AD until AD makes a Buy-Out Offer.
Buy-Out. The Licensor shall give reasonable consideration to any proposal by the Licensee (or its assignee or successor) for a one-time lump sum payment in full consideration of all future payment obligations to the Licensor under this Agreement, including, without limitation, royalties, milestone payments, license maintenance fees and manufacturing royalties; provided, however that the Licensor shall have the right in its sole discretion to reject any and all proposals for any reason whatsoever or for no reason at all.
Buy-Out. Cellectis will notify Servier with [***] after the occurrence of a Change of Control. If Servier exercises its right to buy-out Cellectis’s interest, Servier will provide written notice to Cellectis (a “Buyout Notice”) within [***] following the Change of Control. Within [***] following Servier’s provision of the Buyout Notice, the Parties will meet and negotiate the amount of the payment from Servier to Cellectis for the buy-out of Cellectis’s interest in the Pre-Candidate Products, Candidate Products or Product(s) (the “Buyout Payment”).
