Franchisor May Purchase Assets Sample Clauses

Franchisor May Purchase Assets. Franchisor shall have the first right of refusal to purchase or assume Franchisee's interest in the Restaurant, or in its assets on the same terms as those contained in a bona fide offer from a third party although this provision is intended to apply to an event of termination or expiration of the Agreement. As used in this Section, “Assets” means leasehold improvements, Products, kitchen equipment, office equipment, furnishing, fixtures, signs, menu boards, inventory (non-perishable products, materials and supplies) and the lease or sublease for the Restaurant. This right is governed by time limits and procedures described in this Agreement with respect to Franchisor's right of refusal in the event of an assignment by Franchisee (i.e. which is where a third party buyer makes an offer). If Franchisor exercises its right of first refusal, Franchisee must transfer Franchisee's interest in the franchised business and in the Assets. Franchisor shall have the right (but not the duty), to be exercised by notice of intent to do so within thirty (30) days after termination or expiration, to purchase any or all inventory, kitchen equipment, products, supplies, signs, menu boards, advertising materials and items bearing Franchisor's Names and Marks, at fair market value (less the amount of any outstanding liens or encumbrances). If the parties cannot agree on a fair market value within a reasonable time, the fair market value of such items shall be determined by three appraisers chosen in the following manner. Franchisee shall select one and Franchisor shall select one and the two appraisers so chosen shall select a third appraiser. The decision of the majority of the appraisers so chosen shall be binding. The cost of the third appraiser shall be shared equally by the parties and each party must pay for the costs of the appraiser that that party has chosen. If Franchisor elects to exercise any option to purchase as herein provided, it shall have the right to set off all amounts due from Franchisee, and the cost for the appraisal, if any, against any payment.
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