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. 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. 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. 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. 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. (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.
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. 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.
