Contingent Option Sample Clauses

A Contingent Option clause establishes that certain rights or actions become available only if specific conditions or events occur. In practice, this means a party may have the option to purchase assets, extend a contract, or trigger other contractual mechanisms, but only if a defined contingency—such as regulatory approval or a third party’s action—takes place. This clause is used to allocate risk and provide flexibility, ensuring that parties are not bound to obligations unless the agreed-upon conditions are met.
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Contingent Option. Upon the Executive being involuntarily terminated before the Early Retirement Age as specified in his Executive Supplemental Compensation Agreement, as amended, the Insured (or assignee) to the extent that the Policy has not been previously terminated or paid out shall have a fifteen (15) day option to receive from the Bank an absolute assignment of the Policy in consideration of a cash payment to the Bank equal to the cash value of the Policy at the time of such assignment. If within said fifteen (15) day period, the Insured fails to exercise said option, fails to make the entire aforementioned cash payment, or dies, then the option shall terminate and the Insured (or assignee) agrees that (i) all of the Insured’s rights, interest and claims in the Policy shall terminate, (ii) all of the Executive’s right, interest and claims in the Agreement shall terminate, and (iii) the Agreement shall terminate. The Insured expressly agrees that this Agreement shall constitute sufficient written notice to the Insured of the Insured’s option to receive an absolute assignment of the Policy as set forth herein.
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Contingent Option. It is a condition precedent of the MOS (Lot B7) that the ▇▇▇▇▇▇▇ hereby grants an irrevocable option to SASB to purchase Lot B7 and SASB shall be deemed to have exercised the option to purchase Lot B7 immediately upon approval for the conversion/exchange of Lot B7 into the Converted Titles (defined herein) thereto has even obtained subject to the provisions of the Land Ordinance (Sabah Cap. 68), the Town and Country Planning Ordinance (Cap. 141) or any other relevant laws as amended from time to time, and Subject further to the following conditions: (a) The consideration for the purchase and transfer of Lot B7 upon conversion into CL or Town Lease (hereinafter referred to as (“the Converted Title”) shall be the total rental paid and received by ▇▇▇▇▇▇▇ up to the date of the Converted Title being issued; (b) All costs and expenses incurred in the development and enhancing the value of Lot B7 including the premium for conversion, survey fees, legal fees and other costs incidental thereto in relation to either convert Lot B7 or to secure the consent of the transfer under Section 17 of the Land Ordinance (Sabah Cap. 68) directly and indirectly incurred pursuant to such transfer shall be wholly borne by SASB; (c) Upon issuance of the Converted Titles from Lot B7, the Said Solicitors (defined herein) shall hereby be irrevocably authorized to cause the transfer of the Converted Titles into the name of SASB or its nominee in accordance with the terms herein; and (d) For the purpose of effectuating the transfer of the Converted Titles into the name of the SASB, ▇▇▇▇▇▇▇ hereby expressly agree and undertake to execute the memorandum of transfer and/or shall simultaneous with the execution of the Sublease (B7) deliver duly executed memorandum of transfer in with irrevocable instruction to legal Firm of Messrs ▇▇▇▇▇▇▇▇▇ & Co, ▇▇. ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Building (Next to Karamunsing Complex), Karamunsing, 88100, Kota Kinabalu, PO box 13834, 88844, Kota Kinabalu (“Said Solicitors”) to cause the lodgment and registration of the transfer of the Converted Titles into the name of SASB or its nominees within a reasonable time after issuance and delivery of the Converted Titles to SASB Solicitors as envisaged herein. (e) In the event that the transfer of the Converted Titles into the name of SASB or its nominees as envisaged under the preceding Clause 6(d) of the JVA for Lot B7 cannot be effected due to conditions imposed in the draft Converted Titles in relation to the fu...
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Contingent Option. Upon the Executive being involuntarily terminated before the Early Retirement Age as specified in his Executive Supplemental Compensation Agreement, as amended and subject to Paragraph 19 of this Agreement to the extent applicable, the Insured (or assignee) to the extent that the Policy has not been previously terminated or paid out shall have a fifteen (15) day option to receive from the Bank an absolute assignment of the Policy in consideration of a cash payment to the Bank equal to the cash value of the Policy at the time of such assignment. Upon the proper exercise of the option to receive an absolute assignment of the Policy, this Agreement shall terminate and Bank shall have no further obligation to pay any benefits to Executive’s beneficiary(ies) pursuant to this Agreement. The Insured expressly agrees that this Agreement shall constitute sufficient written notice to the Insured of the Insured’s option to receive an absolute assignment of the Policy as set forth herein.
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Contingent Option. Patent Holder grants Prospective Sublicensee a contingent option to obtain an exclusive license under the Patent Rights and the Technology to make, have made, use, offer for sale, sell, and import with the right to grant sublicenses in the Field in the Territory Products as more fully set forth in Exhibit A (“Contingent Option”). The Contingent Option is exercisable by Prospective Sublicensee only if Patent Holder and Prospective Licensor fail to execute a license agreement as set forth in Section 4.1 during or prior to the end of the Exclusive License Negotiation Period, as defined herein. Upon exercise of the Contingent Option, Patent Holder shall negotiate in good faith a license in accordance with the terms set forth in Exhibit A, and substituting Patent Holder for “Pharmstandard” as used therein. If Patent Holder and Prospective Sublicensee fail to enter into a license within sixty (60) days of the exercise of the Contingent Option, then for a period of one (1) year, Prospective Sublicensee shall have the right of first refusal to enter into an agreement for any rights set forth in Exhibit A on the best terms that Patent Holder offers to Prospective Licensor or a third party.
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Contingent Option. If at any time during the first six (6) Lease Years of the Term, the current owner of said property proposes to sell or lease the portion of ▇▇▇ ▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ of Boulder, State of Colorado not included in the Premises (the “Remainder of Lot 2”) after the current owner of said property receives a bona fide offer from a third party it proposes to accept, the current owner of said property shall first make a written offer to add the Remainder of Lot 2 to the Premises under this Lease in consideration of increasing the Base Rent by the “Initial Remainder of Lot 2 Base Rent” (defined below). The Initial Remainder of Lot 2 Base Rent shall equal eight percent (8%) of the “Value of the Remainder of Lot 2” per year. The “Value of the Remainder of Lot 2” shall vary depending upon the time the offer is made. If the offer is made during the first Lease Year, the Value of the Remainder of Lot 2 Base Rent shall equal $10.00 per square foot of the land included in the Remainder of Lot 2. The Value of the Remainder of Lot 2 shall increase each Lease Year by 3% of the Value of the Remainder of Lot 2 in effect for the previous Lease Year. After the Initial Remainder of Lot 2 Base Rent is added to Base Rent, it shall just be part of the Base Rent and the Base Rent (that includes the Remainder of Lot 2 Base Rent) shall continue to increase each Lease Year as set forth in Section 4(e).
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Related to Contingent Option

  • CONTINGENT ANNUITANT The person designated by the Owner who, upon the Annuitant's death prior to the Annuity Commencement Date, becomes the Annuitant.

  • Contingent Obligation any obligation of a Person arising from a guaranty, indemnity or other assurance of payment or performance of any Debt, lease, dividend or other obligation (“primary obligations”) of another obligor (“primary obligor”) in any manner, whether directly or indirectly, including any obligation of such Person under any (a) guaranty, endorsement, co-making or sale with recourse of an obligation of a primary obligor; (b) obligation to make take-or-pay or similar payments regardless of nonperformance by any other party to an agreement; and (c) arrangement (i) to purchase any primary obligation or security therefor, (ii) to supply funds for the purchase or payment of any primary obligation, (iii) to maintain or assure working capital, equity capital, net worth or solvency of the primary obligor, (iv) to purchase Property or services for the purpose of assuring the ability of the primary obligor to perform a primary obligation, or (v) otherwise to assure or hold harmless the holder of any primary obligation against loss in respect thereof. The amount of any Contingent Obligation shall be deemed to be the stated or determinable amount of the primary obligation (or, if less, the maximum amount for which such Person may be liable under the instrument evidencing the Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability with respect thereto.

  • Contingent Payment (a) In the event that Purchaser consummates a Change of Control Transaction prior to the second anniversary of the Closing Date (a “Qualifying Sale Transaction”), then Seller shall be entitled to receive a payment in an amount equal to twenty percent (20%) of the Net Sale Proceeds, valuing any non-cash consideration included in the Net Sale Proceeds at fair market value (as determined in good faith by the board of directors of Purchaser) (such payment, the “Contingent Payment”), payable in accordance with the provisions of this Section 2.7. (b) No later than five (5) days following the final determination of the Qualifying Sale Proceeds pursuant to the post-closing purchase price adjustment provisions of the definitive agreement for such Qualifying Sale Transaction (the “Qualifying Sale Agreement”) Purchaser shall deliver to Seller, along with reasonable supporting documentation, a statement setting forth in reasonable detail Purchaser’s good faith calculation of the Net Sale Proceeds and the resulting Contingent Payment (the “Contingent Payment Statement”). Purchaser’s calculation of the Contingent Payment set forth in the Contingent Payment Statement shall be final and binding for all purposes of this Agreement unless Seller delivers to Purchaser a written objection to such calculation within twenty (20) days following the date of delivery of the Contingent Payment Statement setting forth in reasonable detail Seller’s basis for its objection. In the event that Seller timely submits any such written objection, then Purchaser and Seller shall negotiate in good faith to resolve their dispute with respect to the calculation of the Contingent Payment; provided, that if such dispute is not resolved within twenty (20) days after delivery of such written objection, then the dispute resolution provisions of Section 2.4(b) shall apply, mutatis mutandis. (c) No later than three (3) Business Days after final determination of the amount of the Contingent Payment pursuant to Section 2.7(b), Purchaser shall pay to Seller the Contingent Payment by wire transfer of immediately available funds to the bank account designated by Seller at least one (1) Business Day prior to the end of such three (3) Business Day period; provided, that in the event that any portion of the consideration to be received by Cerberus pursuant to such Qualifying Sale Transaction (i) is subject to any escrow, holdback or other contingency, then the proportionate amount of the Contingent Payment shall be withheld and not paid to Seller unless, until and only to the extent that such portion of Cerberus’s consideration is released to Cerberus from any such escrow or holdback, or such contingency lapses or is satisfied (or any portion of the amounts withheld in respect of such contingency is distributed to the limited partners or other investors of Cerberus), as applicable, and (ii) is non-cash consideration, then the Contingent Payment shall be made in the same proportion of cash and non-cash consideration as the proportion of cash and non-cash consideration comprising the Qualifying Sale Proceeds; provided further that, to the extent receipt of any non-cash consideration would cause Seller or any of its Affiliates to be bound by, or otherwise subject to, any noncompetition, nonsolicitation or other material restrictive covenant (other than a customary confidentiality covenant, and expressly excluding any shareholder restrictions on transfer that apply equally to Cerberus), Seller instead shall be entitled to receive from Purchaser cash with a value equivalent to such non-cash consideration, valuing such non-cash consideration at fair market value (as determined in good faith by the board of directors of Purchaser). (d) Notwithstanding anything to the contrary in this Section 2.7 or otherwise, but subject to any rights Seller or any of its Affiliates may have under the Ancillary Agreements, (i) Seller shall have no rights with respect to any Change of Control Transaction, Qualifying Sale Transaction or Qualifying Sale Agreement (including, without limitation, no information rights or rights to object or consent to any such transaction or agreement) other than the rights expressly set forth herein to receive the Contingent Payment if and when payable pursuant to the terms of this Section 2.7 and (ii) Purchaser shall not be permitted in connection with any Qualifying Sale Transaction to bind Seller or any of its Affiliates to sell any equity interests to, or to make any agreement, covenant or restriction with or in favor of, any third party.

  • Contingent Payments (a) In addition to the Purchase Price to be paid at Closing, upon satisfaction of the conditions set forth in this Section 5, Buyer will make payments ("Contingent Payments") to Seller based upon 10% of the gross receipts as accrued by Buyer that exceed $7,500,000 during an Earnout Period (the "Annual Threshold") as a result of the sale of products and services that use or are based, in whole or in part, on the intellectual property transferred by Seller to Buyer (the "Ongoing Business"). An "Earnout Period" is a 12-month period. The first Earnout Period will commence on the first day of the calendar month following the Closing Date. The Contingent Payment may be payable for up to five Earnout Periods. The maximum amount of Contingent Payment payable by Buyer to Seller, during all Earnout Periods together, is $2,200,000. (b) Subject to the credit described in the last sentence of this Section 5(b) and the aggregate maximum amount described in Section 5(a), the Contingent Payments following the Closing Date, will be made in cash on a quarterly basis during the first three quarters of each Earnout Period using $1,875,000 as the quarterly threshold gross revenue target. The amount of the final quarterly payment will be determined using the Annual Threshold and the actual annual gross revenues during such Earnout Period and will subtract any quarterly payments previously made for such year. If at the end of each Earnout Period (other than the first Earnout Period) it is determined that the sum of the quarterly payments for such Earnout Period exceeds the actual payment due as determined on an annual basis ("Excess Payments"), such Excess Payments may be retained by the Seller, but will be credited against amounts due in future Earnout Periods. (c) The Contingent Payment, if any, due to Seller for the first quarterly period of the first Earnout Period shall be paid to Seller. The first $200,000 of Contingent Payments due to Seller for the second and subsequent quarterly periods (the "Holdback Amount") will be held by Buyer in a segregated interest bearing account and may be unconditionally released, upon five (5) days advanced written notice to Seller describing such liabilities, to compensate Buyer for any liabilities of Seller to Buyer under this Agreement and to compensate Buyer for any Excess Payments made during the first Earnout Period. The amount, if any, of the Holdback Amount remaining at the end of the ninth earnout quarter will be paid to Seller on such date. (d) In the event the net working capital as of the Closing Date of the Ongoing Business is less than $(658,000) (the "Target Number"), then Buyer shall be entitled to offset the amount of the difference against any Contingent Payments payable in accordance with this Section 5, thereby reducing the Contingent Payments payable and the maximum amount of Contingent Payments payable by the difference. In the event the net working capital as of the Closing Date is more than the Target Number, then Seller shall be entitled to an increase in the amount of the Contingent Payments payable at the end of the first Earnout Period in accordance with this Section 5 equal to the amount in excess of the Target Number, thereby increasing the maximum amount of Contingent Payments payable by the difference. Net working capital shall be the sum of accounts receivable and inventory minus accounts payable, accrued liabilities, and unearned revenue. (e) Any amounts paid by Buyer to Seller hereunder shall be used first to satisfy any claims for payment made by any third party against Seller.

  • Contingent Compensation ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ may accept certain forms of contingent compensation in locations where they are legally permissible, and meet standards and controls to address conflicts of interest. Because insurers account for contingent payments when developing general pricing, the price our clients pay for their policies is not affected whether ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ accepts contingent payments or not. If a ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ client prefers that we not accept contingent compensation related to their account, we will request that the client’s insurer(s) exclude that client’s business from their contingent payment calculations. The Foreign Account Tax Compliance Act (FATCA) is a U.S. law aimed at foreign financial institutions and other financial intermediaries (including insurance companies and intermediaries such as brokers) to prevent tax evasion by U.S. citizens and residents through offshore accounts. In order to comply with FATCA, insurance companies and intermediaries must meet certain legal requirements. Insurance placed with an insurance company that is not FATCA compliant may result in a 30% withholding tax on your premium. Where FATCA is applicable to you, in order to avoid this withholding tax, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ will only place your insurance with FATCA- compliant insurers and intermediaries for which no withholding is required unless you instruct us to do otherwise and provide your advance written authorization to do so. If you do instruct ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ to place your insurance with a non-FATCA compliant insurer or intermediary, you may have to pay an additional amount equivalent to 30% of the premium covering U.S. - sourced risks to cover the withholding tax. If you instruct us to place your insurance with a non-FATCA compliant insurer but you do not agree to pay the additional 30% withholding if required, we will not place your insurance with such insurer. Please consult your tax adviser for full details of FATCA.