Assignment; Right of First Refusal. 20.1 Each Party agrees not to assign or otherwise transfer this Agreement or its rights under it, or delegate its obligations, without the other Party's prior written consent, and any attempt to do so is void. Notwithstanding the foregoing, Airspan may assign or otherwise transfer this Agreement or its rights under it, or delegate its obligations, to any of its affiliates. Airspan may also assign or otherwise transfer this Agreement or its rights under it, or delegate its obligations, to any purchaser of the FWA Business without the Axtel's prior written consent; provided that:
(i) Airspan shall provide to Axtel the soliciting or offering material used in connection with any contemplated sale of the FWA Business (the "FWA Information") at the same time any such FWA Information is provided to any third party potential purchaser (the "Potential Purchasers"), subject to execution by the Parties of a non-disclosure agreement in a form and substance reasonably satisfactory to Airspan, but no less restrictive on Axtel than the non-disclosure agreement executed with the Potential Purchasers; and provided, however, that Airspan may not offer, solicit interest in or sell the FWA Business to any company which is a direct competitor of Axtel or does not have the necessary resources (human and/or technical), at Airspan' reasonable judgment, to manufacture the Products and/or to provide the technical support required by Axtel, including without limitation, Telefonos de Mexico, S.A. de C.V. or any of its affiliates (the "Restricted Companies");
(ii) Airspan hereby grants to Axtel a right of first refusal ("RFR") with respect to any offer received by Airspan from any third party which Airspan proposes to accept (including any revised offers), allowing Axtel to purchase the FWA Business on terms not less favorable than such offer, subject to Axtel having made, within forty five (45) days after Airspan shall have delivered written notice to Axtel of such offer or revised offer (the "Vendor's Notice"), a single deposit for the amount equal to five (5) percent of the amount of the third party offer (the "Deposit") into an interest bearing escrow account. Once Airspan has received the Deposit, Axtel shall have the right to perform a due diligence investigation of the FWA Business, and Airspan shall be obligated to promptly provide all the information and access that Axtel reasonably requires for the evaluation of the FWA Business; and
(iii) in the event of any such sale to a ...
Assignment; Right of First Refusal. 33.1 If a party (hereinafter in this paragraph referred to as the “Owner”):
(a) receives a bona fide offer from an independent third party (the “Proposed Purchaser”) dealing at arm’s length with the Owner to purchase all or any part all of the Owner’s Interest or its interest in this Agreement (which for certainty shall include the Owner’s right to receive Net Smelter Returns, which offer the Owner desires to accept;
(b) or if the Owner intends to sell all or any part of its Interest or its interest in this Agreement. The Owner shall first offer (the “Offer”) such interest in writing to the other party upon terms no less favourable than those offered by the Proposed Purchaser or intended to be offered by the Owner, as the case may be. The Offer shall specify the price and terms and conditions of such sale, the name of the Proposed Purchaser (which term shall, in the case of an intended offer by the Owner, mean the person or persons to whom the Owner intends to offer its interest) and, if the offer received by the Owner from the Proposed Purchaser provides for any consideration payable to the Owner otherwise than in cash, the Offer shall include the Owner’s good faith estimate of the cash equivalent of the non-cash consideration. If within a period of 30 days of the receipt of the Offer, the other party notifies the Owner in writing that it will accept the same, the Owner shall be bound to sell such interest to the other party (subject as hereinafter provided with respect to price) on the terms and conditions of the Offer. If the Offer so accepted by the other party contains the Owner’s good faith estimate of the cash equivalent consideration as aforesaid, and if the other party disagrees with the Owner’s best estimate, the other party shall so notify the Owner at the time of acceptance and the other party shall, in such notice, specify what it considers, in good faith, the fair cash equivalent to be and the resulting total purchase price. If the other party so notifies the Owner, the acceptance by the other party shall be effective and binding upon the Owner and the other party and the cash equivalent of any such non-cash consideration shall be determined by binding arbitration under the Commercial Arbitration Act (British Columbia) and shall be payable by the other party, subject to prepayment as hereinafter provided, within 60 days following its determination by arbitration. The other party shall in such case pay to the Owner, against receipt of an absol...
Assignment; Right of First Refusal. No Party may assign this Agreement except in conjunction with the transfer of ownership or control of its Retained Processing Assets and Retained Land Rights in the case of either Seller, or of the Terminal Assets in the case of SMEP, at a Terminal or Terminals and then, only with the prior written consent of the other Party which has assets at the affected Terminal(s), which shall not be unreasonably withheld; provided that each Seller shall have the right to mortgage their interest in this Agreement; and provided further that any proposed assignment will be subject to SMEP’s right of first refusal the terms of which are set forth in that certain Amended and Restated Omnibus Agreement between the Parties to be entered into by SemMaterials, SMEP and the other parties thereto. This Agreement and the rights and obligations under this Agreement shall be binding upon and shall inure to the benefit of SMEP and Sellers and their respective permitted successors and assigns. The terms and provisions of this Agreement shall constitute covenants running with the land with respect to the SMEP Owned Real Property and shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns.
Assignment; Right of First Refusal. 36.1 No party shall sell, assign, mortgage, pledge, encumber or transfer all or part of its Interest under this Agreement, except: (a) to secure a loan to fund Project Financing as set out in paragraph 8.4, expenditures hereunder; or, (b) as otherwise expressly permitted under this Agreement, without first having offered same to the other party in writing on terms (“Offering Notice”) which shall include a cash consideration or a consideration which has a cash alternative. If the other party does not elect to acquire the offering party's interest hereunder within sixty (60) days thereafter, the offering party shall then have the right to transfer its Interest to a third party without further restriction on the same terms as offered to the other party hereunder within sixty (60) days following such declination, failing which the terms of this subparagraph 36.1 shall again come into effect with respect to the offering party's Interest hereunder; Joint-Venture Agreement Azimut Exploration Inc. & Northwestern Mineral Ventures Inc.
36.2 Any permitted transfer under this article 36, if to a transferee who is not a party, shall not be effective until execution by that transferee of a Deed of Assumption assuming all rights, obligations, duties and liabilities of the transferor under this Agreement from the date of transfer. Such assumption shall not affect the transferor's antecedent liability hereunder unless otherwise agreed in writing by all of the other parties;
Assignment; Right of First Refusal. (a) Subject to the conditions of this Section 12, either party may assign all (but not less than all) of its interest in this Agreement or the Property (i) to an Affiliate or (ii) to a person or entity that is not an Affiliate after obtaining the prior written consent of the other which shall not be unreasonably withheld; provided in all cases, however, that the proposed assignee shall first agree in writing for the benefit of the non-assigning party to be bound by the terms and condition of this Agreement.
(b) If either party intends to assign its interest in this Agreement or the Property to other than an Affiliate, the non-assigning party shall have a right of first refusal to purchase such interest. The party proposing to assign its interest shall provide the non-assigning party written notice of the pertinent terms and conditions of the offer of the third party and the proposed assignment including all documents containing the offer. The non-assigning party shall have thirty days from the date such notice is delivered to notify the assigning party whether it elects to acquire the offered interest at the same price and on the same terms and conditions as set forth in the notice. In the event any consideration to be paid pursuant to a third party offer is not in US dollars, the non-assigning party shall have the right to substitute for such consideration the fair market value thereof in US dollars as agreed upon by the parties or as determined by arbitration pursuant to Section 20. In the event the non-assigning party does not exercise its right of first refusal, the assigning party shall have 60 days to complete the assignment on the terms and conditions contained in the notice to the non-assigning party after which 60 days the right of first refusal of the non-assigning party shall once again apply.
Assignment; Right of First Refusal a) Tenant may not assign this Lease or sublet the Demised Premises to any other person, partnership or corporation without written consent of Landlord, which consent shall not be unreasonably withheld.
Assignment; Right of First Refusal. Neither party shall assign, delegate, subcontract, license, franchise, or in any manner attempt to extend to any third party any right or obligation under this Agreement except as otherwise permitted herein without the prior written consent of the other party; provided, however, Bankcard Solutions may assign this Agreement and its rights hereunder to a purchaser of all or substantially all of its assets or equity. Notwithstanding any other provisions in this Agreement, Agent may assign or sell its rights to its compensation under this Agreement to a third party; provided however, Bankcard Solutions shall first have the right to purchase such compensation rights from Agent. In the event Agent seeks to sell its right to compensation to a third party, it shall provide Bankcard Solutions with written notice of the material terms of the third -party offer, and Bankcard Solutions shall have thirty (30) days within which to notify Agent if it will match said third party offer. If Bankcard Solutions elects to match the third-party offer, Agent shall sell its rights to compensation to Bankcard Solutions. In the event Bankcard Solutions does not elect to exercise this right of first refusal, Agent may sell Agent 's compensation to the third party offer or on the same terms and conditions as set forth in the written notice to Bankcard Solutions.
Assignment; Right of First Refusal. 33.01 If a party (hereinafter in this paragraph referred to as the "Owner"):
(a) receives a bona fide offer from an independent third party (the "Proposed Purchaser") dealing at arm's length with the Owner to purchase all or any part all of the Owner's Interest or its interest in this Agreement (which for certainty shall include the Owner's right to receive Net Proceeds of Production, which offer the Owner desires to accept;
(b) or if the Owner intends to sell all or any part of its interest or its interest in this Agreement;
(c) or if the Owner is a body corporate, if there is a change in the ownership of the shares of the Owner such that the new shareholder(s) of the Owner hold a sufficient number of voting shares of the Owner to affect materially the control of the Owner; then the Owner shall first offer (the "Offer") such interest in writing to the other party upon terms no less favourable than those offered by the Proposed Purchaser or intended to be offered by the Owner, as the case may be. The Offer shall specify the price and terms and conditions of such sale, the name of the Proposed Purchaser (which term shall, in the case of an intended offer by the Owner, mean the person or persons to whom the Owner intends to offer its interest) and, if the offer received by the Owner from the Proposed Purchaser provides for any consideration payable to the Owner otherwise than in cash, the Offer shall include the Owner's good faith estimate of the cash equivalent of the non-cash
Assignment; Right of First Refusal a Tenant may not assign this Lease or sublet the Demised Premises to any other person, partnership or corporation without written consent of Landlord, which consent shall not be unreasonably withheld. b In the event Landlord exercises its right to assign this Lease, pursuant to a conveyance of the Demised Premises, Landlord shall give Tenant the privilege of purchasing the Demised Premises at the same purchase price and on the other terms of the offer to purchase made by the proposed assignee, provided Tenant is not in default hereunder at such time. This privilege shall be given by a notice sent to Tenant at the Demised Premises by certified mail, fax transmission or hand delivery, requiring Tenant to accept the offer in writing and to sign a contract within the period of thirty (30) days after the mailing or receipt of such notice to purchase the Demised Premises upon such terms. The failure of Tenant to accept the offer to purchase or to sign a contract within the period provided shall not affect this Lease, except to nullify and void the aforesaid privilege of Tenant, and Landlord shall be at liberty to sell the Demised Premises to any such proposed assignee thereafter. Provided, that in the event that Tenant does not exercise such right, but the transaction with such proposed assignee does not thereafter occur, then Tenant’s privilege and right as herein described shall remain in effect for any and all subsequent proposed assignments in accordance with the aforesaid terms and conditions. Further provided, that the aforesaid right of Tenant shall not apply to any assignment of this Lease or conveyance of the Demised Premises to a party or parties related to Landlord, but further provided that such related party or parties shall accept such assignment and/or conveyance subject to this Lease and its terms and conditions, including this Section 15 and Tenant’s aforesaid right. Further provided that the terms of this Section 15 shall not apply to a collateral assignment of this Lease to a lender or lenders of Landlord or any such related party or parties.
Assignment; Right of First Refusal. If a party (hereinafter in this paragraph referred to as the "Owner"):
