EXCLUSION OPTION Clause Samples

The Exclusion Option clause grants one or both parties the right to exclude certain items, obligations, or parties from the scope of an agreement. In practice, this might allow a party to remove specific products, services, or subsidiaries from a contract’s coverage, often by providing written notice or meeting predefined conditions. This clause serves to provide flexibility and control, enabling parties to tailor the agreement to their evolving needs and to avoid unintended commitments or exposures.
EXCLUSION OPTION. A Faculty Member who shall have a case considered by a committee composed of FPP members regarding Article IX, XII, XIV, or XVIII, may exclude up to ten (10) Faculty Members from serving on any such committee. For purposes of tenure and/or promotion, each applicant shall receive from the Employer an explanation of the exclusion option and a form to file to exercise that option. Each applicant will be notified of the campus locations of complete listings of Faculty who comprise the Faculty Personnel Panel (FPP). A copy of the FPP will be filed with UHPA. The exclusion process will be completed prior to the formation of the Tenure and Promotion Review Committees. For purposes of academic freedom and disciplinary actions, the exclusion process, as specified above, will be completed prior to the formation of the respective committees. Faculty Members serving on committees reviewing academic freedom or disciplinary action have the responsibility for recusing themselves from service on a TPRC reviewing the candidate’s application for promotion or tenure. In the case of UH-West Oahu, if the exercise of the exclusion option leaves fewer than six (6) members on the FPP, the committee shall include at least 50% of the members remaining on the FPP from UH-West Oahu.
View SourceView Similar (6)
EXCLUSION OPTION. During the Term, should Ardelyx or any of its Affiliates [***]. AstraZeneca may, at any time after having received such notification from Ardelyx or otherwise after AstraZeneca first becomes aware that Ardelyx or any of its Affiliates have [***], notify Ardelyx in writing that AstraZeneca desires to exclude [***] (such right, the “Exclusion Option”). From and after the date upon which Ardelyx receives such written notice of AstraZeneca’s exercise of the Exclusion Option, AstraZeneca shall have no further rights under such [***].
View SourceView Similar (3)
EXCLUSION OPTION. (a) At any time prior to the earlier to occur of (i) three (3) days prior to the Closing Date or (ii) the date that is 20 days following the date hereof, the Buyer may, in its sole discretion, elect to exclude (the “Exclusion Option”) from the Purchased Assets any asset or contract listed in Attachment 2B to Annex 2 hereto by delivering a written notice to SAVVIS identifying any such excluded assets or contracts (such identified assets and contracts, the “Excluded Foreign Assets”). If the Exclusion Option is exercised, then (i) Annex 2 and Annex 3 hereto shall be deemed amended to delete any reference to the Excluded Foreign Assets, (ii) such Excluded Foreign Assets shall no longer be Purchased Assets and (iii) such Excluded Foreign Assets shall be deemed to be Excluded Assets for purposes of this Agreement. (b) To the extent that an Excluded Foreign Asset is a contract, the Buyer agrees to reimburse SAVVIS for actual payments made by SAVVIS in connection with the termination of such contracts (“Termination Payments”) pursuant to this Section 7.13, provided, however, that the amount of such reimbursement will be reduced by the amount of any payment made by Buyer to SAVVIS under the Transition Services Agreement in connection with the termination of such contracts thereunder. Following the Closing, SAVVIS shall provide the Buyer with a written notice of the Termination Payments made by SAVVIS, including documentation in support of such amounts, and the Buyer shall promptly reimburse SAVVIS for such Termination Payments. (c) If in exercising an Exclusion Option the Buyer shall elect not to purchase assets or contracts relating to a site set forth on Attachment 2B to Annex 2, then SAVVIS shall, upon the Buyer’s written request, promptly (but in no event earlier than Closing) re-route traffic from such site to an alternative site identified by the Buyer.
View Source
EXCLUSION OPTION. Notwithstanding anything contained in this Agreement to the contrary, Regency shall have the right and option (the "Option") to exclude from the Assets the "Option Properties" described below, and to receive in lieu thereof as an additional Asset the proceeds from the sale thereof by Branch to the New Branch Entity (as defined below), subject to the following terms and conditions: 13.9.1 The term "Option Properties" means (i) the Disposition Property known as Crabapple CVS, which is being developed by Branch and is under contract to be sold to ▇▇▇▇▇▇ Nil or an affiliate, (ii) the Disposition Property known as ▇▇▇▇▇ Road CVS, which is being developed by Branch and is under contract to be sold to ▇▇▇▇▇ ▇▇▇▇▇▇▇ or an affiliate, (iii) the Disposition Property known as Oglethorpe Crossing, which is being developed by Branch and is under contract to be sold to Hermann-Hinrich Reemstma, (iv) the Acquisition Contract and other Contracts relating to the purchase of the shopping center known as ▇▇▇▇▇▇▇ Corner, which is being developed by another developer, and the proposed subsequent placement and/or sale of ▇▇▇▇▇▇▇ Corner to an investor group, (v) the Acquisition Contract and other Contracts relating to the purchase of the shopping center known as North Point, which is being developed by another developer, and the proposed subsequent placement and/or sale of North Point to an investor group, and (vi) the Property known as Hastings which is leased by Branch.
View Source

Related to EXCLUSION OPTION

  • Expansion Option The Borrower may from time to time elect to increase the Revolving Credit Commitments (but not, for the avoidance of doubt, the Swingline Commitment) in minimum increments of $25,000,000 (or such lesser amount as the Administrative Agent may agree) so long as, after giving effect thereto, the aggregate amount of such increases does not exceed $50,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Credit Commitments, or provide new Revolving Credit Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, each Letter of Credit Issuer, the Swingline Lender and the Administrative Agent and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit H hereto. No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Revolving Credit Commitments pursuant to this Section 2.15. Increases and new Revolving Credit Commitments created pursuant to this Section 2.15 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Credit Commitments (or in the Revolving Credit Commitment of any Lender) shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase and immediately prior to giving effect to any such increase and the addition of any Augmenting Lenders to this Agreement, (A) the conditions set forth in paragraphs (a) and (b) of Section 6.2 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower and (B) the Borrower shall be in compliance with the covenant contained in Section 9.3 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the effective date as to the organizational power and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Revolving Credit Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Credit Loans of all the Lenders to equal its Revolving Credit Commitment Percentage of such outstanding Revolving Credit Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any increase in the Revolving Credit Commitments (with such reborrowing to consist of the Types of Revolving Credit Loans, with related LIBOR Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.9). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each LIBOR Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.11 if the deemed payment occurs other than on the last day of the related LIBOR Periods. Nothing contained in this Section 2.15 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Credit Commitment hereunder.

  • Termination Option Tenant shall have the one-time right to terminate the Lease effective as of the end of the thirty-sixth full calendar month following the Commencement Date, by giving written notice to the Landlord prior to the expiration of the twenty-seventh full calendar month following the Commencement Date (time being of the essence herein), which notice (in order to be valid) shall be accompanied by payment of the Termination Fee (hereinafter defined) and which notice shall specify the termination date; provided however, if Tenant is in Default at any time hereunder beyond any applicable cure period (whether before or after the termination notice), at Landlord’s option, such termination election shall be null and void, and Landlord may use any portion of the Termination Fee paid to offset against any amounts owed by Tenant under the Lease. The Termination Fee is equal to the sum of (i) four (4) months of Rent then being paid by Tenant on a monthly basis (including without limitation estimated pass-throughs), plus (ii) the unamortized portion of the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions incurred or provided by Lessor in connection with this Lease. Upon request, Landlord shall calculate the Termination Fee and provide the amount thereof to Tenant. The Termination Fee shall be calculated by Landlord by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (or if incurred in connection with any Lease amendment, amortized over the portion of the Term commencing with the effective date for the initial full monthly payment of Rent for the Lease amendment) at the rate of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof as of the effective date of termination. Tenant, in addition to the Termination Fee, shall remain obligated for all Basic Monthly Rent, Additional Rent and other sums due under the Lease up to and including the effective date of termination, even though such amounts may be billed subsequent to such date. Tenant’s obligations, and Landlord’s rights and remedies (including without limitation, the right to recover reasonable attorneys fees as permitted by this Lease), with respect to all such sums, any other amounts due and owing to Landlord and any other of Tenant’s obligations or liabilities accruing prior to the date of termination shall survive any such termination. .

  • Extension Option Subtenant shall have the right (the “Extension Right”) to extend the Term of this Sublease for a single additional period of three (3) months (the “Sublease Extension Term”) on the same terms and conditions as this Sublease (other than Base Rent) by giving Sublandlord written notice of its election to exercise the Extension Right at least eight (8) months prior to the Expiration Date of the initial Term, which notice, once given, shall be irrevocable. If Subtenant timely elects to exercise such right to the Sublease Extension Term, the Sublease Extension Term shall commence on the day immediately following the initial Expiration Date. During the Sublease Extension Term, Base Rent for each portion of the Subleased Premises shall be payable at a rate equal to 103% of the rate in effect with respect to such portion of the Subleased Premised on the initial Expiration Date. The Extension Right is personal to Subtenant and shall not be assignable without Sublandlord’s and Prime Lessor’s consent in their respective sole discretion, except that it may (subject to obtaining the consent of Prime Lessor to the extent required under Section 22 of the Prime Lease) be assigned in connection with a Corporate Permitted Assignment of this Sublease. Notwithstanding the foregoing, Subtenant may not exercise the Extension Right (i) during any period of time that Subtenant is in default under any provision of this Sublease, (ii) if Subtenant has been in default under any provision of this Sublease two (2) or more times, whether or not the defaults are cured, during the last year of the initial Term of this Sublease, or (iii) if Subtenant is not in occupancy of at least eighty percent (80%) of the entire Subleased Premises both at the time of the exercise of the Extension Right and at the time of the commencement date of the Sublease Extension Term. The Extension Right shall terminate and be of no further force or effect even after Subtenant’s due and timely exercise of the Extension Right, if after such exercise, but prior to the commencement date of the Sublease Extension Term, (i) Subtenant fails to timely cure any default by Subtenant under this Sublease, or (ii) Subtenant has defaulted two (2) or more times during the period from the date of the exercise of the Extension Right to the date of the commencement of the Sublease Extension Term, whether or not such defaults are cured.

  • Renewal Option 43.01 Provided Tenant is not then in default under any of the terms, (monetary or other nonmonetary, but material) covenants or conditions of this Lease on Tenant’s part to be observed or performed beyond Notice and applicable cure. Tenant shall have the option to renew this Lease and the Term for a renewal term of five (5) years (referred to herein as the “Renewal Term”) commencing on the day immediately succeeding the Expiration Date and ending, unless sooner terminated pursuant to the provisions of this Lease or pursuant to law, on the day preceding the fifth anniversary thereof (referred to as the “Extended Expiration Date”). If Tenant exercises such option in accordance with the provisions and limitations of this Article, this Lease and the Terms shall be renewed for such Renewal Term upon a Fixed Rent as follows; Except as otherwise provided herein, all other executory terms, covenants and condition contained in this Lease and the Expiration Date of the Lease shall be deemed extended to the Extended Expiration Date. 43.02 The option set forth herein may only be exercised by notice (“Renewal Notice”) given by Tenant to Landlord on or prior to April 30, 2018 (the “Notice Date”). TIME IS OF THE ESSENCE with respect to the exercise of such option. Tenant shall not have the right to give any such notice after the Notice Date, and any notice given after the Notice Date purporting to exercise such option shall have no force and effect. Landlord, within 30 days after Tenant’s request, shall confirm in writing to Tenant (“Landlord Confirmation”) whether Landlord has received the Renewal Notice and whether such Notice has been properly sent to Landlord (and, if not, setting forth any defects in such Notice or delivery thereof). Landlord’s failure to send the Landlord Confirmation within such 30 day period shall constitute Landlord’s acceptance thereof and waiver of any right to object thereto. If Landlord, within such 30 day period, shall notify Tenant of any defects in the Renewal Notice or delivery thereof, Tenant shall have the right to send a revised Renewal Notice at any time prior to the deadline for sending such Renewal Notice under this Section and the provisions of this paragraph shall apply fully to such revised Renewal Notice and any subsequent Renewal Notice. 43.03 Tenant, upon request of Landlord, from time to time, will execute and deliver to Landlord an instrument in form reasonably satisfactory to Landlord stating whether or not Tenant has exercised the option contained in the provisions of the Section.

  • Extension Options Subject to the provisions of this Section 2.6.1, Borrower shall have the option (the “First Extension Option”), by irrevocable written notice (the “First Extension Notice”) delivered to Lender no later than thirty (30) days prior to the Stated Maturity Date, to extend the Maturity Date to August 31, 2022 (the “First Extended Maturity Date”). Borrower’s right to so extend the Maturity Date shall be subject to the satisfaction of the following conditions precedent prior to the effectiveness of any such extension: (a) (i) no Event of Default shall have occurred and be continuing on the date Borrower delivers the First Extension Notice or the Second Extension Notice, as applicable, and (ii) no Default or Event of Default shall have occurred and be continuing on the Stated Maturity Date and the First Extended Maturity Date, as applicable; (b) All amounts due and payable by Borrower and any other Person pursuant to this Agreement or the other Loan Documents as of the Stated Maturity Date or the First Maturity Date, as applicable, and all costs and expenses of Lender, including fees and expenses of Lender’s counsel, in connection with the Loan and/or the extension shall have been paid in full; (c) Borrower shall deliver an Officer’s Certificate to Lender (i) certifying that all representations and warranties set forth in this Agreement remain true, correct and complete in all material respects as of the commencement of the applicable Extension Option, and (ii) waiving any claims, counterclaims, rights of rescission, set-offs or defenses, known or unknown, against Lender as of the commencement of the applicable Extension Option. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend the Stated Maturity Date hereunder.