Fill and Sign the Instructions to Bidders City of Louisville Co Form

Option to Purchase a Business Agreement made on the ___ day of __________, 20___, between _______________ of (street address, city, county, state, zip code), referred to herein as Optionor, and ________________ , a corporation organized and existing under the laws of the state of _____________, with its principal office located at (street address, city, county, state, zip code), referred to herein as Optionee. I. Grant of OptionIn consideration of $_____________ and other good and valuable consideration paid by Optionee, the receipt of which is acknowledged, Optionor grants to Optionee the option (the Option) to acquire the (name or type of business) of Optionor at (street address, city, county, state, zip code) including the real property on which the business is conducted and all fixtures, stock in trade, good will, and other assets of the business, as constituted on the date on which notice of the exercise of the option is served on Optionor. II. Term of OptionThe Option shall be effective as of the date of this Agreement and shall expire on (date), unless previously exercised by Optionee or its assigns. III. Exercise of Option The Option may be exercised at any time during its term, by written notice to Optionor, specifying the suggested date for closing the sales transaction, which date shall occur at least ___days, but no more than _____days, subsequent to the date of the notice. IV. Purchase PriceThe purchase price shall be $_________. This price shall be payable in cash upon the delivery of the deed and bill of sale and other documents necessary to transfer the real property on which the business is conducted and all fixtures, stock in trade, good will, and other assets of the business to Optionee. V. Casualty LossesIf, prior to any transfer of Optionor's business under this Agreement, any part of it shall be destroyed or damaged by fire or other casualty, the purchase price shall be abated to the extent or amount of the loss, unless reconstruction or replacement shall have been effected by Optionor. If the parties are unable to agree on the amount of the loss, the amount of the loss shall be ascertained and determined by an appraisal made by three appraisers, one of whom shall be appointed by each party and the third by the two appraisers chosen by the parties. VI.
--------------------------- 2. The parties hereto have agreed that the purchase agreement hereinabove described is the complete and exclusive statement of all rights and claims and of all obligations of option or and optioned, their successors and assigns, arising out of the transaction, including but not limited to any claim of right of option or under the law or contract of insurance for liability claims arising out of the transaction, or the construction, design, fabrication, installation or other alteration of any parts of the business property or facilities thereof. 3. The parties hereto have agreed that all claims for damages, costs, fees or expenses not hereinafter expressly stated shall be recoverable by the option or or by optioned, as the case may be, or by assigns of option or or optioned, as the case may be, or their successors and assigns, in a court of competent jurisdiction, or by assignment in bankruptcy in which property of option or or optioned is an event of default, except to the extent those claims shall involve an amount in excess of and as to which the provisions of shall apply. --------------------------- 3. (a) the parties hereto hereby do expressly assign to each other and each the rights and obligations set forth in the purchase agreement, including but not limited to the right to purchase, sell, or otherwise dispose of, the business property or facilities of options (as now constituted and hereafter modified) under an acquisition by option or of optioned or of optioned's successors and assigns without the consent of options, as the case may be or with the consent of the optioned, which assignment or consent will be binding upon optioned if it is not inconsistent with the purchase agreement, as modified from time to time.