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.
13.3.2 The terms of the purchase of the Business as contemplated in 13.3.1 shall be in accordance with the Sale of Business Agreement.
Buy-Back Option. In consideration of Ten Dollars and 00/100 Dollars ($10.00) in hand paid by the City to Developer and other good and valuable consideration, the receipt and sufficiency of which are acknowledged by Developer, Developer hereby grants to the City an option to repurchase the Property for a total purchase price of Two Million Nine Hundred Seventy-Five Thousand and 00/100 Dollars ($2,975,000.00) as of the second (2nd) anniversary of the Effective Date, subject to the terms of the next succeeding paragraph. Said option may hereinafter be referred to as the "Buy Back Option." The Buy Back Option may only be exercised (i) if Developer has failed to Commence Construction (defined below) of the Project by the second anniversary of the Effective Date; and (ii) if, not later than thirty (30) days after the second (2nd) anniversary of the Effective Date, the City gives Developer written notice (the "Buy Back Notice") that it intends to exercise the Buy Back Option. If the conditions in (i) and (ii) above are satisfied, the City must repurchase the Property within ninety (90) days after the effective date of the Buy Back Notice or the City's right to do so shall be deemed waived and of no further force or effect. If the City fails to give the Buy Back Notice within the thirty (30) day period referenced in (ii) above, the City's right to issue the Buy Back Notice and repurchase the Property shall be deemed waived and of no further force or effect. Within thirty (30) days after the effective date of the Buy Back Notice, Developer shall provide all information reasonably requested by the City, including information regarding the status of any and all liens and encumbrances pertaining to the Property and any improvements thereon. For purposes of this Agreement, "Commence Construction" means the date Developer is issued a City building permit for the Project. At such time as Developer or a permitted assignee closes on the construction loan it intends to obtain for the construction of the Project, Developer will, or will cause its permitted assignee, to provide a copy of the completion guaranty required of the principals of Developer or such assignee by the construction lender.
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. 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.
14.2 In further consideration for the sale of the Property to the Purchaser by the City, the Purchaser, as Optionor, grants to the City, as Optionee, an exclusive and irrevocable Option to Purchase the Property together with all buildings, permanent fixtures and improvements from the Purchaser for a purchase price of DOLLARS($ ) (“Buy Back Option”). The difference between the original Purchase Price for the Property and the purchase price contained in this Buy Back Option shall be forfeited to the City on account of damages and not as a penalty, without prejudice to the City’s right to pursue such other remedies against the Purchaser as the City may have at law or in equity. The Parties each agree that the difference between the original Purchase Price for the Property and the purchase price contained in this Buy Back Option represents a genuine, reasonable, and proportionate pre-estimate of the damages the City is likely to suffer if the City reacquires the Property under the Buy Back Option. The Buy Back Option granted in this Agreement may be exercised by the City, at its sole discretion, upon the Purchaser failing to Commence Construction within the time limit stipulated in section 14.1.
14.3 The Buy Back Option granted in this Agreement shall be exercisable by the City in the following manner:
(a) in the case that the Purchaser fails to Commence Construction in accordance with section 14.1, the City may, at its absolute discretion, at any time within ninety (90) days of the failure of the Purchaser to Commence Construction serve written notice on the Purchaser in the manner provided for in this Agreement, to commence construction within thirty (30) days from the date of the written notice. Upon the expiration of the time limit in such notice and the Purchaser failing to Commence Construction, then for all intents and purposes, the City shall be deemed to have exercised the Buy Back Option and the Purchaser shall sell and transfer the Property back to the City in accordance with this Agreement;
(b) the closing date for the Buy Back of the Pr...
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. 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.
10.2 The City shall be permitted to register the Buy Back Option on title to the Sale Land prior to the Closing Date and the Buy Back Option shall become a permitted encumbrance.
Buy-Back Option. The Property is subject to the Buy Back Option contained in the EDA. This Buy Back Option shall be included in the Special Warranty Deed.
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.
4.2 In the event Jxxxxxx elects to exercise its Option as provided in section 4.1, above, then upon Jxxxxxx’x notice of such election:
(a) The license to Provention by Jxxxxxx pursuant to Article 6 shall terminate and revert to Jxxxxxx; and
(b) Provention agrees to grant, and does hereby grant, to Jxxxxxx an exclusive, sublicensable, license under any Provention New IP (as defined in section 10.1.1) and Patents Rights thereon, and under Provention’s interest in Joint IP and any Patent Rights on Joint IP, to discover, develop, make, have made, import, export, use, offer for sale and sell, and otherwise commercialize any Compound or Product in the Field in the Territory; and
(c) Provention shall transfer to Jxxxxxx all information in its possession related to such Compound or Product including: (i) testing information, (ii) synthesis information, (iii) Provention New IP related to the foregoing; and
(d) Provention shall transfer to Jxxxxxx all quantities of Compound remaining in its possession; and
(e) Provention shall transfer to Jxxxxxx all information in its possession that could reasonably be expected to support any subsequent Regulatory Approval activity that is related to such Compound or Product in the Field; and
(f) Jxxxxxx shall pay to Provention the fee and royalties described in section 4.3; and
(g) Jxxxxxx, either by itself or through its Affiliates, shall be responsible for all further Development and Commercialization of such Compounds and Products in the Field.
Buy-Back Option. (a) Hospitality Partners and CNL Group shall have the option (the "Option"), exercisable in writing (the "Option Notice") no later than 15 days following the delivery to Hotel Investors and Hospitality Partners of the Increase Notice, to irrevocably agree to (i) purchase from Five Arrows
(a) all shares of Class A Preferred Stock owned by Five Arrows, at price per share equal to the liquidation preference thereof, plus all accrued and unpaid dividends thereon through the date of repurchase hereunder, (b) all shares of Hotel Investors Common Stock owned by Five Arrows, at price per share equal to $.01, (c) all shares of CHP Common Stock owned by Five Arrows, at price per share equal to $9.50, and (d) all shares of Advisors Common Stock and all shares of CNL Advisors' Class B Common Stock (if any) owned by Five Arrows, at a price per share equal to their original purchase price, and (ii) repay the outstanding principal of the Note (as defined in the CHP Securities Purchase Agreement) plus all accrued and unpaid interest thereon.
(b) If Hospitality Partners elects to exercise the Option, Hospitality Partners and CNL Group shall pay to Five Arrows the aggregate of all amounts listed in Section 2(a) above, and shall consummate such purchase and repayment within 15 days after delivery of the Option Notice to Five Arrows.
(c) Five Arrows shall not be required to repay or refund to CNL Group, Hospitality Partners or any of their respective affiliates any fees or reimbursed out-of-pocket costs expenses paid to Five Arrows pursuant to the Hotel Investors Subscription Agreement.
