Common use of Procedural Aspects Clause in Contracts

Procedural Aspects. We must notify you of our intention to exercise our purchase option not later than 60 days following our entering into the definitive purchase and sale agreement or the underwriting agreement relating to the Triggering Event. Unless the Triggering Event is not completed or closed, in which case our notice and election to exercise our purchase option will not be effective, the closing for such acquisition will take place at the completion or closing of the Triggering Event or, at our option, within 180 days thereafter. You will have all of your rights and benefits, and all of your obligations, under this Agreement until we (or our designee) have consummated the acquisition pursuant to our purchase option. The acquisition will be in the form of an assignment and relinquishment of your rights under this Agreement and we will not be obligated to assume any of your obligations or liabilities whatsoever other than those we, at our option, expressly agree, in writing, to assume. If we do so, we will notify you at least 3 days prior to closing of such obligations we wish to assume. Moreover, your rights must be transferred to us free and clear of all liens, pledges, security interests and encumbrances. We will be entitled to all customary representations and warranties in that regard, in such form and content as we reasonably require. You will cooperate with us in preparing for the sale of such rights, any transition in ownership, and to accurately calculate the purchase price. You will not, however, be required to transfer any assets other than your contract rights in this Agreement, unless we elect, as provided in subsection (f) immediately following this subsection, to acquire as part of the transaction any or all of the franchises owned or controlled by you or your affiliates.