Buy-Back Option. 13.3.1 SANParks shall, subject to the provisions of Clause 28.3 and Clause 29.2 at the termination of this PPP Agreement for whatever reason, be entitled but not obliged to purchase the Business from the Private Party.
Buy-Back Option. If ABT Japan is a private company and its net loss exceeds, on a cumulative basis, the worst case earnings projections as set forth in the Initial Business Plan (or any subsequent business plan which has been approved by ABT, the Transaction Partner and the other Japanese Shareholders in writing) during the [*] period immediately following ABT Japan's incorporation, then ABT shall have the right, for a period of twelve (12) months following the lapse of such period, to buy back for cash or shares of ABT common stock, at ABT's option, the Transaction Partner's (and its transferees') investment in ABT Japan at [*].
Buy-Back Option. 16.1 If ARIAD US undergoes a Change of Control prior to six (6) years from the Effective Date, ARIAD US’s successor (“ARIAD US Successor”) shall have the right, within [**] of the effective date of the Change of Control to elect to terminate this Agreement and all ancillary arrangements relating thereto earlier than the expiry of the Term (the “Buy-Back Option”). ARIAD US Successor shall exercise such Buy-Back Option by giving notice in writing (“Termination Notice”) to ARIAD SWISSCO, specifying (i) the proposed date of early termination, which (A) in the case of a Termination Notice prior to the second anniversary of the Effective Date, shall be the third anniversary of the Effective Date, and (B) in all other cases shall be the one-year anniversary of Termination Notice, in each case such termination not to be effectuated later than seven (7) years after Effective Date and (ii) whether payment option (A) or (B) set forth in Section 16.2 is elected. On the sixth (6th) anniversary of the Effective Date, the right to give a Termination Notice in order to exercise the Buy-Back Option shall expire and ARIAD US Successor shall have no right to terminate this License Agreement and all ancillary arrangements relating thereto pursuant to this ARTICLE 16.
Buy-Back Option. 14.1 Notwithstanding any other provision contained in this Agreement, it is expressly understood and agreed to between the City and the Purchaser, that as additional consideration for the sale of the Property by the City to the Purchaser, the Purchaser shall Commence Construction, in accordance with the Development Permit and Applicable Law, on or before the date that is eighteen (18) months after the Closing Date.
Buy-Back Option. 10.1 As further consideration for the sale of the Sale Land to the Buyer, the Buyer shall grant to the City the Buy Back Option in the form attached hereto as Schedule “B” (the “Buy Back Option”). The Buyer shall deliver three (3) duly executed copies of the Buy Back Option to the City concurrently with executed copies of this Agreement.
Buy-Back Option. At Purchaser’s option, Seller will arrange for storage of the Unit or Units to be stored for up to one year following the successful conclusion of factory testing. Purchaser shall pay the Purchase Amount in full, and will pay the actual storage charges, billed quarterly during the year the Unit or Units are stored. Title and risk of loss shall be with Purchaser during this storage period. Purchaser shall have the right (but not the obligation) to sell the Unit(s) back to Seller for thirty percent (30%) of the Purchase Amount of the Unit(s) after the end of the one year storage period. Payment will be due thirty (30) Days after receipt of written notification by Purchaser of its intent to exercise this option. Title and risk of loss shall be with Seller as of the time of payment. If Purchaser desires to sell the Unit(s) prior to the expiration of the one year storage period, Purchaser may request, and Seller agrees to act, as broker for the re-sale of the Unit((s). The terms of the remarketing agreement will be subject to mutual agreement. 5.5 Suspension of Work\l2. 5.5.1 Purchaser shall be entitled to suspend at any time the carrying out of the whole or any part of the Scope of Work. 5.5.2 In the event Purchaser suspends the Agreement, Seller shall be entitled to a pro rata payment of the next due Milestone Payment for the Scope of Work completed, but in no case shall such pro rata amount exceed the value of the next Milestone Payment. 5.5.3 Seller shall during any suspension store, preserve, protect and otherwise secure and protect the Equipment and advise Purchaser of such. 5.5.4 Upon Purchaser rescinding such a suspension, unless such suspension was issued in accordance with Section 5.5.5, Seller may submit a request for an equitable adjustment for all reasonable costs associated with such suspension in the Purchase Amount and the affected Installation Date in accordance with Section 10.2. 5.5.5 Seller shall not be entitled to an equitable adjustment as a result of a suspension directed by Purchaser nor shall it be eligible for a payment in accordance with Section 5.5.2, if such suspension is necessary: by reason of default (including but not limited to default under Section 17.2 on the part of Seller; or to cause proper or safe execution of the Scope of Work, unless (i) or (ii) arose from any act or default of Purchaser. 5.5.6 Upon Purchaser lifting a suspension, Seller shall examine the Scope of Work and make good any deterioration or loss in the susp...
Buy-Back Option. Seller's sole and exclusive remedy for a material breach by Buyer of the Diligence Obligation in respect of any of the Products that is not remedied within ninety (90) days of notice by Seller of such breach, shall be the option to acquire the relevant Product, as well as the Intellectual Property, Technology Intellectual Property and Assigned Agreements associated with the relevant Product (the "Relevant Therapy") at the Buy-Back Price (the “Buy Back Option”). If Seller wishes to exercise its Buy Back Option then it must give a written notice to Buyer of such intention (the "Notice of Intention"). The Notice of Intention must specify: (i) the circumstances upon which Seller is relying in order to effect the Buy Back Option; and (ii) its proposed date for acquiring legal and beneficial ownership in the relevant Product that is the subject of the Buy-Back. The Notice of Intention does not constitute a notice exercising the Buy Back Option. Promptly, but no later than 21 days after receiving the Notice of Intention, Buyer must calculate the Buy Back Price and give written notice to Seller of same (the "Notice of Buy Back Price"). Buyer must also provide Seller at the time its gives the aforementioned notice with reasonable evidence substantiating its calculations and with a reasonable opportunity to undertake due diligence on the Relevant Therapy.
Buy-Back Option. Oncoheroes hereby grants to Allarity an exclusive option, during the Buy Back Option Period, to reacquire the rights granted to Oncoheroes under this Agreement to the Product in the Licensed Field (the “Buy Back Option”). Allarity may exercise the Buy Back Option by submitting a written offer prior to the expiration of the Buy Back Option Period. Upon the timely exercise of the Buy Back Option, (i) any Development Milestone payments due from Oncoheroes to Allarity shall be cancelled, and (ii) the Parties shall enter into exclusive good faith negotiations regarding a fair market value (“FMV”) payment to Oncoheroes which will take into account the value generated by Oncoheroes to the Product, and may include a one-off payment to Oncoheroes and royalties on future Net Sales for the Product, or a one-time upfront payment, or such other FMV as the Parties shall negotiate in good faith. In the event that the Parties are unable to agree upon the FMV payments within sixty (60) days, then either Party may elect to have a mutually agreed upon evaluation expert determine the FMV as follows: (a) each Party will submit its proposed FMV proposal to such expert within ten (10) days following such expert retention; and (b) within thirty (30) days of such expert retention, such expert shall be authorized and directed to only select the FMV proposal of either Party which such Expert believes most closely reflects the FMV payment contemplated above, all in accordance with Section 14.4. Such expert determination will be final and binding on both Parties, and the cost of such expert shall be borne by the Party requesting such expert determination.
Buy-Back Option. 4.1 Subject to section 11.7, Provention hereby grants to Jxxxxxx an exclusive option to buy back the rights Provention received under the license of Article 6 to permit Jxxxxxx to exclusively Develop and Commercialize Compound and Products in the Field (the “Option”). Provention shall provide a written notice to Jxxxxxx at the conclusion of the Study (the “Notice of Option”), which shall describe the data possessed by Provention demonstrating how the Compound performed in the Study. Jxxxxxx shall have ninety (90) days from the date of such notification (the “Option Period”) to exercise the Option. If Jxxxxxx declines or otherwise fails to exercise its Option prior to the expiration of the Option Period, then Jxxxxxx’x rights hereunder to Develop and Commercialize such Products in the Field shall terminate and Provention may thereafter Develop and Commercialize the Product, for use in the Field, as further described in this agreement.
Buy-Back Option. For a period of time that commences on the Execution Date and that terminates on January 1, 2013 (the “Buy-Back Option Period”), Brigus shall have the sole and irrevocable option (the “Buy-Back Option”) to require that Sandstorm reduce the Sandstorm Payable Au with respect to the Black Fox Property from 12% by increments of 1% to an amount of not less than 6% in consideration of the payment by Brigus to Sandstorm of the Buy-Back Purchase Price, or part thereof. The Buy-Back Option may be exercised in whole or in part at any time during the Buy-Back Option Period, provided that any partial exercise must be in increments of not less than US$6,099,167 (which shall constitute reductions of the Upfront Deposit) for each 1% of the Buy-Back Option. To exercise the Buy-Back Option, Brigus shall provide five Business Days notice to such effect to Sandstorm and shall forward to Sandstorm within such five Business Days the Buy-Back Purchase Price or part thereof in case of a partial exercise, in cash by wire transfer. As and when the Buy-Back Option is exercised with respect to the Black Fox Property, there shall be a corresponding adjustment to the Sandstorm Payable Au with respect to the Black Fox Extension on the following basis: Reduction Black Fox Property Resulting Adjustment for Black Fox Extension 11% 9.1% 10% 8.2% 9% 7.3% 8% 6.3% 7% 5.4% 6% 4.5%
