Common use of Purchase Process Clause in Contracts

Purchase Process. Upon delivery of the Purchase Notice, Licensor or its designated purchaser shall have a reasonable period of time to perform due diligence with respect to the Purchased Interests or Assets. Licensee shall make available to Licensor and its designated purchaser and their respective attorneys, advisors, accountants, investors, partners, consultants, agents and representatives all usual and customary due diligence materials for such transactions, including, with limitation, its books and records, its personnel, properties, contracts and all other information, documents and data, including information pertaining to each Branded Retail Store’s customers, suppliers, vendors, marketing strategies and past, current, and new products. After receipt of the appraisal report(s), Licensor or its designated purchaser and Licensee shall work diligently to prepare and, upon Licensor’s election, execute, a purchase and sale agreement for the Purchased Interests or Assets (the “Purchase Agreement”). The Purchase Agreement shall incorporate terms and conditions for other similar purchase transactions including, without limitation, representations and warranties, covenants and indemnities from the applicable Licensee Parties to Licensor or its designated purchaser. Licensor or its designated purchaser shall have the right to determine in its sole discretion the method of payment, whether cash or with stock or other ownership interests in Licensor or another entity formed by Licensor for such purpose. For the avoidance of doubt, Licensor or its designated purchaser shall have the right to elect, in its sole and absolute discretion, whether or not to proceed with the purchase and sale transaction. If Licensor or its designated purchaser elects not to proceed with the purchase transaction, Licensor shall continue to have the Purchase Option with respect to the Purchased Interests or Assets until the end of the Purchase Window. If Licensor or its designated purchaser elects to proceed with the purchase transaction, Licensor or its designated purchaser and the applicable Licensee Parties (including any equity holders of any Licensee Party) shall close the purchase and sale transaction in a commercially reasonable time and manner. Licensor’s interest in the assets of the Branded Retail Store will constitute a lien thereon and may not be impaired or terminated by the sale or other transfer of any of those assets to a third party. Upon exercise of the Purchase Option and tender of Purchase Price by Licensor or its designated purchaser, Licensee agrees to sell, assign and deliver, and cause its owners, interest holders affiliates to sell, assign and deliver, the Purchased Interests or Assets to Licensor or its designated purchaser free and clear of all encumbrances (except those imposed on the Licensed Property by the Licensor, if any), and to execute and deliver, and cause its owners, interest holders affiliates to execute and deliver, to Licensor or its designated purchaser the Purchase Agreement, ▇▇▇▇ of sale and such other documents as may be commercially reasonable and customary to effectuate the sale and transfer of the Purchased Interests or Assets.

Purchase Process. Upon delivery of the Purchase Notice, Licensor or its designated purchaser shall have a reasonable period of time to perform due diligence with respect to the Purchased Interests or Assets. Licensee shall make available to Licensor and its designated purchaser and their respective attorneys, advisors, accountants, investors, partners, consultants, agents and representatives all usual and customary due diligence materials for such transactions, including, with limitation, its books and records, its personnel, properties, contracts and all other information, documents and data, including information pertaining to each Branded Retail Store’s customers, suppliers, vendors, marketing strategies and past, current, and new products. After receipt of the appraisal report(s), Licensor or its designated purchaser and Licensee shall work diligently to prepare and, upon Licensor’s election, execute, a purchase and sale agreement for the Purchased Interests or Assets (the “Purchase Agreement”). The Purchase Agreement shall incorporate terms and conditions for other similar purchase transactions including, without limitation, representations and warranties, covenants and indemnities from the applicable Licensee Parties to Licensor or its designated purchaser. Licensor or its designated purchaser The Purchase Price shall have the right to determine be paid in its sole discretion the method of payment, whether cash or with stock or other ownership interests in Licensor or another entity formed by Licensor for such purpose; provided, that Licensee and Licensor may mutually agree on another method of payment, whether cash, stock or some combination. For the avoidance of doubt, Licensor or its designated purchaser shall have the right to elect, in its sole and absolute discretion, whether or not to proceed with the purchase and sale transaction. If Licensor or its designated purchaser elects not to proceed with the purchase transaction, Licensor shall continue to have the Purchase Option with respect to the Purchased Interests or Assets until the end of the Purchase Window. If Licensor or its designated purchaser elects to proceed with the purchase transaction, Licensor or its designated purchaser and the applicable Licensee Parties (including any equity holders of any Licensee Party) shall close the purchase and sale transaction in a commercially reasonable time and manner. Licensor’s interest in the assets of the Branded Retail Store will constitute a lien thereon and may not be impaired or terminated by the sale or other transfer of any of those assets to a third party. Upon exercise of the Purchase Option and tender of Purchase Price by Licensor or its designated purchaser, Licensee agrees to sell, assign and deliver, and cause its owners, interest holders affiliates to sell, assign and deliver, the Purchased Interests or Assets to Licensor or its designated purchaser free and clear of all encumbrances (except those imposed on the Licensed Property by the Licensor, if any)encumbrances, and to execute and deliver, and cause its owners, interest holders affiliates to execute and deliver, to Licensor or its designated purchaser the Purchase Agreement, ▇▇▇▇ bill of sale and such other documents as may be commercially reasonable and customary to effectuate the sale and transfer of the Purchased Interests or Assets.. ​ ​