Asset Purchase Option. Party C hereby grants to Party A an irrevocable and exclusive option to have Party A or its Designee to purchase from Party C, at Party A’s sole discretion, at any time and in accordance with the procedures decided by Party A in its sole discretion, any or all of the assets of Party C, to the extent permitted under PRC law, and at the lowest purchase price permitted by PRC law. The Parties shall then enter into a separate assets transfer agreement, specifying the terms and conditions of the transfer of the assets.
Asset Purchase Option. The Lessee and each Member hereby grant to BCC an option (the "ASSET PURCHASE OPTION") to purchase all of the assets of the Lessee (including the option to take an assignment of the Lease) for the Asset Purchase Price. The Asset Purchase Option may be exercised by BCC by providing written notice to the Lessee at any time during the term of the Lease. The closing of the purchase of the assets of the Lessee shall take place within 30 days after BCC exercises the Asset Purchase Option at such location in Pennsylvania as BCC may designate. At the closing of the asset purchase, the Lessee shall transfer, assign and convey to BCC (or its designee) all assets of Lessee, free and clear of all Liens and restrictions of any kind or nature, except for Liens or restrictions in favor of the Lessor pursuant to the Lease Documents or in favor of BCC pursuant to the Transaction Documents (provided, however, Liens in favor of BCC securing Advances or other Obligations shall be paid in full by Lessee and each Member at the closing of the asset purchase). The Lessee (and each Member if requested by BCC) shall execute and deliver at the closing of the asset purchase an assignment of lease (assigning the Lease to the purchaser), a bill xx sale conveying all other assets of the Lessee and such other documents and instruments as BCC may reasonably request, all in form and substance reasonably satisfactory to BCC. The "ASSET PURCHASE PRICE" as used herein shall mean (i) all amounts funded into the Working Capital Reserve (assuming full funding thereof as of the date hereof, which will equal $750,000), plus (ii) an annual amount equal to 25% of the Working Capital Reserve (assuming full funding thereof as of the date hereof, which will equal $750,000), compounded annually through the closing date, plus (iii) the aggregate amount of all Advances and all other Obligations due and payable by Lessee or the Members to BCC or a BCC Affiliate through the closing date (exclusive of the Management Fee), minus (iv) any payments made to the Members under the Option Agreement. All Advances and all other Obligations due and payable by Lessee or the Member to BCC or a BCC Affiliate through the closing date of the asset purchase shall be payable from the Asset Purchase Price to BCC or the BCC Affiliate, as appropriate.
Asset Purchase Option. Upon termination of this Agreement by us, upon termination of this Agreement by you without cause or upon expiration of this Agreement, we have the option, exercisable by giving written notice thereof within 15 days from the date of such expiration or termination, to purchase from you all (except as otherwise provided in this Section) the assets used in the Restaurant. Assets subject to this purchase option include leasehold improvements, equipment (including the Information System), furniture, fixtures, signs and inventory for the Restaurant, but not any real property. We have the unrestricted right to assign this option to purchase. We or our assignee are entitled to all customary warranties and representations given by the seller of a business, including representations and warranties as to: (i) ownership, condition and title to assets; (ii) liens and encumbrances relating to the assets; and (iii) validity of contracts and liabilities inuring to us or affecting the assets, contingent or otherwise. The purchase price for the assets of the Restaurant will be the fair market value thereof, determined as of the date of termination or expiration of this Agreement in a manner consistent with reasonable depreciation of leasehold improvements owned by you and the equipment, furniture, fixtures, signs and inventory of the Restaurant, provided that the purchase price will not contain any factor or increment for any trademark, service mxxx or other commercial symbol used in connection with the operation of the Restaurant, or any goodwill or “going concern” value for the Restaurant; and further provided that we may exclude from the assets purchased hereunder any equipment, furniture, fixtures, signs and inventory that do not, as determined by us in our sole discretion, meet quality standards for Papa John’s restaurants. If you and we are unable to agree on the fair market value of the assets, the fair market value will be determined by an independent appraiser selected by us and you. If you and we are unable to agree on a single appraiser, each party must select one appraiser, who must select a third appraiser, and the fair market value will be the average of the three independent appraisals. The fees and costs of such appraiser or appraisers will be borne equally by you and us. Except as provided above, nothing contained herein restricts the manner in which the appraisers so selected value the leasehold improvements, equipment, furniture, fixtures, signs and inven...
Asset Purchase Option. At any time during the term of this Agreement and up to thirty (30) days following the expiration of this Agreement, GKNI shall have the exclusive option to acquire all of the assets related to the Website, including the Website and the GT Intellectual Property for a purchase price of five million dollars $5,000,000. Such purchase price may, at the sole option of GKNI, be paid by issuance to GT of shares of common stock in GKNI having a value of $5,000,000. The value per share issued in payment of such purchase price shall be deemed to be twenty-five percent (25%) of the Market Price (as defined herein) of GKNI’s common stock at the time of the closing of the purchase transaction.
Asset Purchase Option. At any time until the expiration of the licensing term of this Agreement, XXXX shall have the exclusive option to purchase all of the Power 3 PK IP for a purchase price equal to $500,000 worth of common stock, priced at the closing price of the common stock on January 17th 2012, par value $0.001, in XXXX shares. Within thirty (30) days of XXXX’x written notice to Power 3 that it elects to exercise the purchase option, the purchase shall be concluded by execution of a formal Asset Purchase Agreement containing customary representations and warranties, together with any and all ancillary documentation necessary to affect the sale.
Asset Purchase Option. At any time until the expiration of the licensing term of this Agreement, Luckycom shall have the exclusive option to purchase all of the Pharma IP for a purchase price equal to 9,000,000 shares of common stock. Within thirty (30) days of Luckycom’s written notice to Pharma that it elects to exercise the purchase option, the purchase shall be concluded by execution of a formal Asset Purchase Agreement containing customary representations and warranties, together with any and all ancillary documentation necessary to affect the sale.
Asset Purchase Option. (a) If the Conversion Rights Conditions have not been satisfied in full or waived (as applicable) in accordance with Clause 7.2 (Conversion Rights Conditions) above by the date falling 60 days from the Purchase Date of the Additional A Notes, the Relevant Purchasers shall together have the option (subject to the Shareholder APO Approval having been obtained), exercisable at their sole election (acting together), to purchase the entire issued share capital of Sensyne Holdings UK (the “Asset Purchase Option”) for consideration comprising: (i) the payment of £1.00; and (ii) the assumption by the Relevant Purchasers of the Issuer’s outstanding obligations under the Notes.
(b) If any Relevant Purchaser wishes to exercise the Asset Purchase Option in accordance with paragraph (a) above, it shall deliver to the Issuer a written notice of such intention signed by all of the Relevant Purchasers. The service of such a notice shall be irrevocable and binding on the relevant Purchaser.
(c) The Relevant Purchasers shall pay any stamp duty or stamp duty reserve tax arising from the transfer of the shares pursuant to the Asset Purchase Option.
Asset Purchase Option. The Company and Holdings hereby irrevocably grant the Holders the option (the “Asset Purchase Option”) exercisable at the Holders’ sole discretion at any time commencing on November 2, 2010, to acquire the Collateral (or such portion thereof as the Holders may select) on the terms described on Exhibit C attached hereto and incorporated herein by reference. The foregoing grant of an Asset Purchase Option is irrevocable and is coupled with an interest.
Asset Purchase Option. (a) Perception hereby grants to Grantee an irrevocable right and option to purchase the assets of Perception (“Asset Purchase Option”) exercisable at any time prior to the second anniversary of the Activation Date (the “Option Term”) at a price determined by an equitable valuation of Perception which is acceptable to the Parties.
(b) If Grantee elects to exercise the Asset Purchase Option, Grantee shall give Perception a written notice (a “Valuation Notice”) during the Option Term, identifying a proposed purchase price for Perception’s assets (the “Grantee-Proposed Asset Purchase Price”) and Perception shall then provide to Grantee, within [***] as of receipt of the Valuation Notice, a written notice identifying Perception’s proposed purchase price for Perception’s assets (the “Perception-Proposed Asset Purchase Price”).
(c) Upon receipt of Valuation Notice, Perception shall have [***] to accept or reject the Grantee-Proposed Asset Purchase Price, or, in its discretion, ask Grantee to identify a valuation expert it proposes to conduct the valuation. Perception and Grantee may decide to prolong the initial [***] for a further [***] to conduct negotiations in relation to the Grantee-Proposed Asset Purchase Price, following which Grantee shall have the possibility to increase the Grantee-Proposed Asset Purchase Price and Perception shall then have [***] days to accept or reject the amended Grantee-Proposed Asset Purchase Price.
(d) If Parties do not reach an agreement in relation to the Purchase Price, Perception may ask Grantee to identify a valuation expert it proposes to conduct the valuation. If the Grantee’s proposed valuation expert is acceptable to Perception, the Parties shall jointly retain that expert to perform the valuation. If the Grantee’s proposed valuation expert is not acceptable to Perception, Perception shall propose a different valuation expert. If Perception’s proposed valuation expert is acceptable to Grantee, the Parties shall jointly retain that expert to perform the valuation. If the Parties do not agree on a mutually acceptable valuation expert within [***] following the date of a Valuation Notice, then either Party may require that an independent valuation expert (i.e., an expert having had no prior material business relationship with either Party for the prior [***]) (“Independent Expert”) be appointed to serve as the valuation expert by the New York City Office of the American Arbitration Association (“AAA”) in accordance with the...
Asset Purchase Option. The Company hereby grants to Cayman Entity an irrevocable and exclusive option to have Cayman Entity or its Designee purchase from the Company, at Cayman Entity’s sole discretion, at any time and in accordance with the procedures decided by Cayman Entity in its sole discretion, any or all of the assets of the Company, to the extent permitted by the applicable laws, and at the lowest purchase price permitted by the applicable laws. The Parties shall then enter into a separate assets transfer agreement, specifying the terms and conditions of the transfer of the assets.
