OPTION TO PURCHASE ASSETS. Upon termination or expiration of this Agreement, you hereby grant Liberty or its assignee the option to purchase from you some or all of the assets (including, but not limited to, supplies, equipment, signs, furnishings and fixtures) of the Franchised Business. Liberty may exercise this option by transmitting notice to you within thirty (30) days from the effective date of expiration or termination. If Liberty elects to exercise this option, the purchase price for the assets of the Franchised Business, will be the “adjusted book value” as described below. Liberty will have the right to set off and reduce the purchase price by any and all amounts owed by you to Liberty or any of Liberty’s affiliates. The “adjusted book value” is the book value of the assets of the Franchised Business as listed on the balance sheet in the financial statements of the Franchised Business as of the date of the termination or expiration. There shall be no allocation for goodwill or any similar adjustment in the adjusted book value.
OPTION TO PURCHASE ASSETS. 1.1 In consideration of Buyer entering into the TBA with Seller upon the terms and conditions set forth therein, Seller hereby grants to Buyer an exclusive, irrevocable option (the "Option") to purchase the assets, real, personal and mixed, tangible and intangible, owned and held by Seller that are used in the conduct of the business and operations of the Station (the "Station Assets"), free and clear of all material debts, liens, encumbrances or other liabilities, subject to the terms and conditions set forth herein.
1.2 The Option granted hereunder may be exercised at any time from September 1 - 30, 2000; December 1 - 31, 2000; March 1 - 31, 2001; June 1 - 30, 2001; September 1 - 30, 2001; December 1 - 31, 2001; March 1 - 31, 2002; June 1 - 30, 2002; September 1 - 30, 2002; and December 1 - 31, 2002.
1.3 In the event that Buyer wishes to exercise the Option, Buyer shall give written notice (the date of such notice being referred to as the "Exercise Date") to Seller and the giving of such notice shall be deemed to exercise the Option. In the event that the Option is exercised, the parties shall, within ten (10) days of the Exercise Date, execute an Asset Purchase Agreement (the "Purchase Agreement") in substantially the form attached hereto as Exhibit A, it being understood that (i) the asset purchase price shall be as set forth in Section 1.4 of this Agreement and (ii) the only changes to such form shall be changes, if any, in the information contained in the schedules thereto and the addition, if any, of schedules thereto that are reasonably required to reflect events occurring after the date hereof; PROVIDED, HOWEVER, that Buyer shall not be required to accept any such change that could reasonably be expected to cause a materially adverse change in, or have a materially adverse effect on, the assets to be conveyed to Buyer pursuant to the Purchase Agreement or the ability of Seller to consummate the transactions contemplated by the Purchase Agreement, and thereafter Buyer and Seller shall perform their respective obligations under the Purchase Agreement, including, without limitation, filing and prosecuting an appropriate application for FCC consent to the assignment of the FCC licenses for the Station from Seller to Buyer. Notwithstanding anything contained in this Agreement to the contrary, Buyer may withdraw its notice of exercise of its Option at any time prior to its execution of the Purchase Agreement; PROVIDED, however, that the Option will then...
OPTION TO PURCHASE ASSETS. 3.1. On the terms and subject to the conditions of this Agreement, and for the consideration of CSI loaning funds pursuant to Article 2, above, STI hereby grants to CSI an option (the “Option”) to purchase the Assets (as defined in paragraph 3.1.1, below) on the terms set forth below:
3.1.1.) Upon exercise of the Option, STI sells, assigns, transfers and conveys to CSI, free and clear of any and all liens, claims, pledges, encumbrances, mortgages, security interests and charges of any kind (collectively, “Liens”) other than as specifically set forth herein, all of STI’s right, title and interest in and to the following assets (collectively, the “Assets”).
OPTION TO PURCHASE ASSETS. Party C hereby grants to Party A an irrevocable and exclusive right to purchase, pursuant to which Party A may, within the scope permitted by Chinese laws and regulations, purchase any part or all of Party C’s assets from Party C at any time at Party A’s discretion and in accordance with the steps determined by Party A, at the lowest price permitted by Chinese law. At that time, Party A or the designated Party and Party C will sign a separate asset transfer contract to stipulate the terms and conditions of the asset transfer.
OPTION TO PURCHASE ASSETS. Subject to the satisfaction or waiver of the conditions set forth in Article V hereof, the Company hereby grants to Optionee the option to purchase substantially all of the Assets (the "Option") during the Option Period (as defined in Section 1.2 of this Agreement), as the same may be extended pursuant to the terms hereof, or such later date as the Parties shall mutually agree upon. The date on which the Option becomes effective is referred to herein as the "Option Effective Date."
OPTION TO PURCHASE ASSETS. Upon liquidation proceedings as per Article 9.4, any Party may purchase all or part of those assets at a purchase price equal to their fair market value, as determined by the Parties by agreement (or by an independent valuation expert selected by the Board, if no written agreement is reached within 30 days). Such price may be paid by way of offset against any amount that may be owed by the Company to the purchasing Party.
OPTION TO PURCHASE ASSETS. 丙方在此不可撤销地授予甲方在中国法律允许的前提下，按照甲方自行决定的行使步骤，并按照本协议第1.8条所述的价格，随时一次或多次从丙方购买或指定一人或多人(各称为“被指定人”)从丙方购买其届时所拥有的全部或部分资产的一项不可撤销的专有权(“资产购买权”)。除甲方和被指定人外，任何第三人均不得享有资产购买权或其有关的权利（丙方日常经营活动中产生的该等权利除外）。 Party C hereby irrevocably grants Party A an irrevocable and exclusive right to purchase, or designate one or more persons (each, a “Designee”) to purchase the assets then owned by Party C once or at multiple times at any time in part or in whole at Party A’s sole and absolute discretion to the extent permitted by PRC laws and at the price described in Section 1.8 herein (such right being the “Asset Purchase Option”). Except for Party A and the Designee(s), no other person shall be entitled to the Asset Purchase Option or other rights with respect to the assets of Party C (other than in the ordinary course of business of Party C).
OPTION TO PURCHASE ASSETS. Owner hereby grants to Last Chance the exclusive option, right and privilege to purchase the Assets for the total sum of One Dollar ($1.00) at any time after the 18th anniversary of the Closing and prior to the expiration of the Term of this Agreement as provided in Section 4. The option must be exercised, if at all, as to all of the Option Assets and simultaneously as to all option agreements contained in the Integrated Agreements. Last Chance shall exercise the option by written notice thereof to Owner (Notice of Exercise) within said period. Upon receipt of the Notice of Exercise by Owner, the parties shall open an escrow with the title company selected by Owner under Section 2.3.
OPTION TO PURCHASE ASSETS. The Optionor is the 100% legal, registered and beneficial owner of a certain unencumbered mineral property claim and state lease interests, which are located in Colorado, Utah and New Mexico (each a "Mineral Claim"), together with a certain database containing various drilling, logging, mapping and reports respecting the subject Mineral Claims (collectively, the "Database"), and together with certain drilling rig equipment (collectively, the "Drilling Rig Equipment"); an initial listing of such Mineral Claims, Database and Drilling Rig Equipment (collectively, the "Assets") being set forth in Schedule "A" which is attached to this letter agreement (the "Agreement"); and the Optionor and the Optionee being, collectively, the "Parties" herein. The purpose of this Agreement is to set forth the mutual intentions and understandings of the Parties regarding the within granting by the Optionor to the Optionee of an exclusive option to acquire, subject to the "Royalty" (as hereinafter defined) provided for herein, a 100% legal and beneficial interest in and to the unencumbered Assets (the "Option"). This Agreement is not a letter of intent but a binding agreement imposing obligations on the Parties and acknowledging that this Agreement supersedes and replaces all prior agreements or understandings between the Parties hereto.
OPTION TO PURCHASE ASSETS. 1.1 In consideration of Buyer entering into the TBA with Seller upon the terms and conditions set forth therein, Seller hereby grants to Buyer an exclusive, irrevocable option (the "Option") to purchase the assets, real, personal and mixed, tangible and intangible, owned and held by Seller that are used in the conduct of the business and operations of the Station (the "Station Assets"), free and clear of all material debts, liens, encumbrances or other liabilities, subject to the terms and conditions set forth herein.
1.2 The Option granted hereunder shall be exercisable at any time from June 24, 2001 through and including September 30, 2001; provided, how ever, that upon a Lotus Material Adverse Event pursuant to the terms of the
