Common use of Voluntary Option Clause in Contracts

Voluntary Option. At any time after the Distribution Date ACNielsen, acting in good faith, may notify the Optionee in writing that it desires to sell all or a portion of the ACNielsen TAM Business to the Optionee (which notice, with respect to TAM Assets constituting less than all of the ACNielsen TAM Business, must be based upon ACNielsen's good faith intention to find a purchaser for such TAM Assets), by submitting to the Optionee with such notification the following items relating to all or the portion of the ACNielsen TAM Business being offered, (i) the Plan (unless ACNielsen has already submitted the Plan to the Optionee), (ii) a statement setting forth Book Value and an estimate of the TAM Purchase Price, each as of a reasonably recent date, setting forth in reasonable detail the basis for their respective calculations, (iii) the Financial Statements and (iv) schedules setting forth as of a recent date (but in no event dating back more than 60 days), all known Liabilities and known contingent Liabilities not reflected in the Financial Statements which individually or in the aggregate are material, threatened or pending litigation matters that individually or in the aggregate are material, material non-compliance with laws, material required consents, and material Assets (including contracts) which require approval to be transferred (the "Disclosure Schedules"). The items set forth in (i), (ii), (iii) and (iv), as they relate to all or any portion of the ACNielsen TAM Business being offered or sold, are hereinafter referred to as the "Option Information". Upon receipt of the Option Information, the provisions of Section 3.2(d), (e), (f) and (g) and the remaining provisions of this Article III shall apply.

Voluntary Option. At any time after the Distribution Date ACNielsen, acting in good faith, may notify the Optionee in writing that it desires to sell all or a portion of the ACNielsen TAM Business to the Optionee (which notice, with respect to TAM Assets constituting less than all of the ACNielsen TAM Business, must be based upon ACNielsen's good faith intention to find a purchaser for such TAM Assets), by submitting to the Optionee with such notification the following items relating to all or the portion of the ACNielsen TAM Business being offered, (i) the Plan (unless ACNielsen has already submitted the Plan to the Optionee), (ii) a statement setting forth Book Value and an estimate of the TAM Purchase Price, each as of a reasonably recent date, setting forth in reasonable detail the basis for their respective calculations, (iii) the Financial Statements and (iv) schedules setting forth as of a recent date (but in no event dating back more than 60 days), all known Liabilities and known contingent Liabilities not reflected in the Financial Statements which individually or in the aggregate are material, threatened or pending litigation matters that individually or in the aggregate are material, material non-compliance with laws, material required consents, and material Assets (including contracts) which require approval to be transferred (the "Disclosure Schedules"). To the extent that a TAM Acquisition is to be consummated pursuant to this Article III, ACNielsen shall deliver updated Disclosure Schedules dated as of the related TAM Acquisition Date to the TAM Purchaser. Such updated Disclosure Schedules shall include all Liabilities, other than Liabilities incurred in the ordinary course of business, which would have been required to be included by ACNielsen in the Disclosure Schedules originally provided to the Optionee had such Liabilities existed on such date. The items set forth in (i), (ii), (iii) and (iv), as they relate to all or any portion of the ACNielsen TAM Business being offered or sold, are hereinafter referred to as the "Option Information". Upon receipt of the Option Information, the provisions of Section 3.2(d), (e), (f) and (g) and the remaining provisions of this Article III shall apply.