What assets does Alloy have the option to purchase if the Agreement is terminated and the separate Franchise Agreement for a Facility is also terminated?

• F. If this Agreement is terminated, you may continue to operate, pursuant to the terms of the applicable Franchise Agreement(s), any Facility(s) open and operating at the time of the termination of this Agreement, unless the termination of this Agreement constitutes a termination under the terms of the separate Franchise Agreement for the Facility. Under such circumstances, we will have the option to purchase from you all assets used in the Facility(s) that have been developed prior to the termination of this Agreement and that are subject to closure under the terminating Franchise Agreement(s), as provided in the post-termination purchase option provision of the terminating Franchise Agreement(s).
• G. All of our and your obligations that expressly or by their nature survive the expiration or termination of this Agreement will continue in full force and effect subsequent to and notwithstanding its expiration or termination and until they are satisfied or by their nature expire.

TRANSFER

B. Purchase Option. We have the right to purchase or designate a third party that will purchase all or any portion of the assets of your Facility that are owned by you or any of your affiliates including, without limitation, the premises, building, equipment, fixtures, signage, furnishings, supplies, leasehold improvements, and inventory of the Facility at a price determined by a qualified appraiser (or qualified appraisers if one party believes it is better to have a real estate appraiser appraise the value of the land and building and a business appraiser appraise the Facility's other assets) selected with the consent of both parties, provided we give you written notice of our preliminary intent to exercise our purchase rights under this Paragraph within 30 days after the date of the expiration or termination of this Agreement, or the expiration of any Interim Period. If the parties cannot agree upon the selection of an appraiser(s), one or both will be appointed by a Judge of the United States District Court for the District in which the Facility is located upon petition of either party.

The price determined by the appraiser(s) will be the reasonable fair market value of the assets based on their continuing use in, as, and for the operation of a ALLOY Facility and the appraiser will designate a price for each category of asset (e.g., land, building, equipment, fixtures, etc.), but shall not include the value of any goodwill of the business, as the goodwill of the business is attributable to the Trademarks and the System.

Source: Item 23 — RECEIPTS (FDD pages 69–245)