Common use of Change of Control of Seller Clause in Contracts

Change of Control of Seller. (a) If, during the Term, Seller signs a definitive agreement regarding a Proposed Transaction, then Seller shall notify Buyer in writing within five (5) business days of such Proposed Transaction. Within *** days after receipt of notice by Buyer of such Proposed Transaction, Buyer shall have the right (but not the obligation) to exercise its Purchase Option to acquire the New Centers at the price specified in Sections 5.4 and 5.5 above and Seller has no further obligations to the New Center. Notwithstanding anything to the contrary in this Agreement, if Buyer elects to exercise its Purchase Option due to a Proposed Transaction pursuant to this Section 5.8 then the *** months written notice from Buyer to Seller under Section 2.6 shall not be required and the Parties shall work in good faith to negotiate and execute the New Center Asset Purchase Agreement as soon as possible but in no event later than the closing date of the Proposed Transaction. (b) Notwithstanding anything to the contrary in Section 5.10 or elsewhere in this Agreement, in the event that Buyer purchases the New Centers pursuant to this Section 5.8, Buyer shall not be required to enter into the Management Agreement with Seller and, in its sole discretion, may elect to (i) enter into the Management Agreement with Seller pursuant to Section 5.10, (ii) enter into a management agreement with a third party, or (iii) manage the acquired New Centers itself.

Change of Control of Seller. (a) If, during the Term, Seller signs a definitive agreement regarding a Proposed Transaction, then Seller shall notify Buyer in writing within five (5) business days of such Proposed Transaction. Within *** thirty (30) days after receipt of notice by Buyer of such Proposed Transaction, Buyer shall have the right (but not the obligation) to exercise its Purchase Option to acquire the New Centers ViroPharma Centers, regardless of whether such election is during the Option Period or not, at the price specified in Sections 5.4 and 5.5 above and Seller has no further obligations to the New CenterViroPharma Centers. Notwithstanding anything to the contrary in this Agreement, if Buyer elects to exercise its Purchase Option due to a Proposed Transaction pursuant to this Section 5.8 5.8, then (i) the *** months written notice from Buyer to Seller under Section 2.6 2.5 shall not be required required, (ii) Buyer shall purchase all of the ViroPharma Centers at once and the *** months waiting period set forth in Section 2.5.4 shall not apply, and (iii) the Parties shall work in good faith to negotiate and execute the New Center Asset Purchase Agreement as soon as possible but in no event later than the closing date of the Proposed Transaction. (b) Notwithstanding anything to the contrary in Section 5.10 or elsewhere in this Agreement, in the event that Buyer purchases the New ViroPharma Centers pursuant to this Section 5.8, Buyer shall not be required to enter into the Management Agreement with Seller and, in its sole discretion, may elect to (i) enter into the Management Agreement with Seller pursuant to Section 5.10, (ii) enter into a management agreement with a third party, or (iii) manage the acquired New ViroPharma Centers itself.