Option to Purchase Interest Sample Clauses

Option to Purchase Interest. Sellers hereby grant Buyers the option to purchase, at any time commencing from the Closing until the 90-day anniversary of Closing, one-third of each Seller’s respective right, title and interest in, to and under HKL Enterprises, LLC, a Delaware limited liability company (“HKL Enterprises”), which entity owns the right, title and interest in, to and under the “Vox” and “nVision” software (formerly held by ▇▇▇▇▇▇▇▇▇▇.▇▇▇), for an aggregate purchase price of $128,166.67,which purchase price shall be paid pro rata to each Seller in accordance with such Seller’s proportionate interest in the purchased interests of HKL Enterprises. During the period commencing from the date hereof and until the earlier of (a) the exercise of the option set forth in the first sentence of this Section 5.13, (b) the 90-day anniversary of Closing, or (iii) the termination of this Agreement, no Seller shall Transfer any of such Seller’s right, title and interest in, to and under HKL Enterprises, and shall cause HKL Enterprises to retain all of its right, title and interest in, to and under the assets and properties, whether real, personal or intellectual, that it holds as of the date hereof. Sellers agree that (a) if Buyers exercise their option to purchase the one-third interest in HKL Enterprises pursuant to this Section 5.13, neither the Company nor any Company Subsidiary shall be obligated to make any payment (either in the form of a license fee or maintenance fee) to HKL Enterprises or any successor thereto to use or license the Licensor Software (as defined in the Software License Agreement, dated November 29, 2004, by and between HKL Enterprises and First NLC Financial Services, LLC (the “License Agreement”)) or for any other rights of the Company or a Company Subsidiary under the License Agreement; and (b) if Buyers do not exercise their option to purchase the one-third interest in HKL Enterprises pursuant to this Section 5.13, the maximum amount of Maintenance Fee (as defined in the License Agreement) on a per-licensee basis payable by the Company or any Company Subsidiary to HKL Enterprises pursuant to the License Agreement is the minimum amount of maintenance fee charged on a per-licensee basis by HKL Enterprises to any other Person for the use or license of the Licensor Software (as defined in the License Agreement).

Option to Purchase Interest