Exclusive Negotiating Period Sample Clauses

Exclusive Negotiating Period a. The negotiating period under this Agreement (the “Exclusive Negotiating Period”) shall be one hundred eighty (180) calendar days from the execution date of this Agreement by the City. If a DDA has not been executed by the Parties by the expiration of the Exclusive Negotiating Period, then this Agreement shall terminate and neither Party shall have any further rights or obligations under this Agreement, except for the indemnifications as set forth in Sections 2.2, 2.3 and 3.2. However, the Parties may mutually agree to extend the Exclusive Negotiating Period for two (2) additional ninety (90) day periods. Any such extension shall be subject to the approval of the City Manager, in the City Manager’s sole discretion, including but not limited to the City Manager’s determination that the Developer has complied with all of Developer’s obligations pursuant to Section 1.3 of this Agreement. The Exclusive Negotiating Period may be extended only by written amendment to this Agreement, and no other act or failure to act by City or any of its representatives shall result in an extension of the Exclusive Negotiating Period. If the Parties do not agree upon such an extension, this Agreement shall automatically terminate.
Sample 1
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Exclusive Negotiating Period. “Exclusive Negotiating Period” means the period of time commencing on the date first set above and ending on July 17, 2023. Notwithstanding the foregoing, upon the written request of the Developer, the City Manager may, in the sole discretion of the City Manager, agree to extend the term of the Exclusive Negotiating Period to October 16, 2023. During the Exclusive Negotiating Period, the City agrees to exclusively negotiate with Xxxxxxxxx and Xxxxxxxxx agrees to exclusively negotiate with the City regarding: (i) the Developer’s potential acquisition of the City Property from the City; and (ii) establishment of the terms of the Project Agreement. The City and Developer shall negotiate diligently and in good faith to carry out the obligations of this Agreement during the Exclusive Negotiating Period.
Sample 1
Exclusive Negotiating Period. The negotiating period under this Agreement shall commence not later than twelve (12) months prior to the termination of the initial term of the Agreement. Either party may give written notice to the other party of its interest in pursuing negotiations for the extension of the Agreement. Upon delivery of such notice, the parties shall enter into an exclusive good faith negotiating period (the “Exclusive Negotiating Period”) of up to one hundred and eighty (180) days (or such longer period as the parties may agree) from the date of notice to agree upon terms for an extension of the Agreement or to conclude that the Agreement will not be extended. During the Exclusive Negotiating Period, the CITY shall not solicit, market or negotiate with any other person or entities, other than the OPERATOR, regarding the services set forth under this Agreement, or solicit or entertain bids or proposals to do so.
Sample 1
Exclusive Negotiating Period. To the extent that any of HRD or its 15 Affiliates acts as the developer of any of the LIHTC Project sites, in the event that it elects 16 to partner with a third-party affordable housing developer, it shall first enter into a 90 day 17 exclusive negotiating period with the Commission and shall negotiate in good faith to 18 enter into a partnership with the Commission for the development of such site. If terms of
Sample 1
Exclusive Negotiating Period. The County and Avatar agree to work together exclusively for a period of nine months following the date of this Extension Agreement to complete the Toll Study, provide for conveyance of the Judge Property and execute a new Partnership Agreement for the construction and operation of Poinciana Parkway as a County-owned toll road.
Sample 1

Related to Exclusive Negotiating Period

  • Exclusive Negotiations The State will not bargain collectively or meet with any employee organization other than MSEA-SEIU with reference to terms and conditions of employment of employees covered by this Agreement. If any such organizations request meetings they will be advised by the State to transmit their requests concerning terms and conditions of employment to MSEA-SEIU.

  • LICENSE TERM The license term shall commence upon the License Effective Date, provided, however, that where an acceptance or trial period applies to the Product, the License Term shall be extended by the time period for testing, acceptance or trial.

  • Negotiation Period Any dispute, controversy or claim arising out of or relating to this Agreement, or any alleged breach hereof, will be subject to binding arbitration in accordance with this Section 7.11. If such a dispute, controversy or claim exists, the parties shall attempt for a 30-day period (the "Negotiation Period") from the date any party gives any one or more of the other parties notice (a "Dispute Notice") pursuant to this Section, to negotiate in good faith, a resolution of the dispute. The Dispute Notice shall set forth with specificity the basis of the dispute. During the Negotiation Period, representatives of each party involved in the dispute who have authority to settle the dispute shall meet at mutually convenient times and places and use their best efforts to resolve the dispute.

  • Exclusivity Period During the Exclusivity Period each Party shall:

  • Additional Indemnification Rights Nonexclusivity Scope. the Company hereby agrees to indemnify the Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement, the Company's Certificate of Incorporation, the Company's Bylaws or by statute. In the event of any change after the date of this Agreement in any applicable law, statute or rule which expands the right of a Delaware corporation to indemnify a member of its board of directors or an officer, employee, agent or fiduciary, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits afforded by such change. In the event of any change in any applicable law, statute or rule which narrows the right of a Delaware corporation to indemnify a member of its board of directors or an officer, employee, agent or fiduciary, such change, to the extent not otherwise required by such law, statute or rule to be applied to this Agreement, shall have no effect on this Agreement or the parties' rights and obligations hereunder except as set forth in Section 10(a) hereof.

  • Consideration for License In consideration for the license granted to Licensee hereunder, Licensee shall pay to Merck a non-refundable, non-creditable payment of [***] U.S. dollars ($[***]), which shall be due within [***] days of the Effective Date. *** CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. CONFIDENTIAL TREATMENT REQUESTED

  • License Termination Customer may terminate the license for an ICA Program at any time on one month's written notice to IBM. For ICA Program licenses that Customer acquired for a one-time charge, replacement licenses may be acquired for an upgrade charge, if available. When Customer obtains licenses for these replacement ICA Programs, Customer agrees to terminate the license of the replaced ICA Programs when charges become due, unless IBM specifies otherwise. IBM may terminate Customer’s license if Customer fails to comply with the license terms. If IBM does so, Customer’s authorization to use the ICA Program is also terminated.

  • Tail Period Notwithstanding any other provision of this Agreement, in the event that the Offering is not consummated by the Underwriters as contemplated herein, the Company agrees to pay the Representative a cash fee equal to eight percent (8.0%) of the gross proceeds received by the Company from the sale of the securities offered to any investor actually introduced by the Representative to the Company during the Engagement Period (as defined below) as well as warrants to purchase that number of shares of common stock of the Company equal to 5.0% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed in each offering (the “Tail Financing”), and such Tail Financing is consummated at any time during the Engagement Period or within the eighteen (18) month period following the expiration of the Engagement Period, provided that such financing is by a party actually introduced to the Company in an offering in which the Company has direct knowledge of such party’s participation and not a party that the Company can demonstrate was already known to the Company. In addition, unless (x) the Company terminates this Agreement for “Cause” (as defined below), or (y) the Representative fails to provide the underwriting services provided in this Agreement, upon termination of this Agreement, if the Company subsequently completes a public or private financing with any investors introduced to the Company by the Representative during the eighteen (18) month period following such termination, the Representative shall be entitled to receive the same compensation to be paid to the Representative in connection with the Offering. “Cause”, for the purpose of this Agreement, shall mean, as determined by a court of competent jurisdiction, willful misconduct, gross negligence or a material breach of this Agreement by the Representative. In the event that the Company believes that the Representative has engaged in conduct constituting Cause, the Company must first notify the Representative in writing of the facts and circumstances supporting such an assertion(s), and the Representative shall have twenty (20) days to cure such alleged conduct. “Engagement Period” shall mean the period beginning on May 9, 2022, and ending on the earlier of (i) twelve (12) months from the date of such date, (ii) the final closing, if any, of the Offering, or (iii) the date that either party to this Agreement gives the other party to this Agreement at least thirty (30) days’ advance written notice of termination of that certain engagement letter agreement by and between the Company and the Representative, dated as of May 9, 2022.

  • Additional Indemnification Rights Non Exclusivity a. Notwithstanding any other provision of this Agreement, the Company hereby agrees to indemnify the Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement, the Articles, the By-Laws or by statute.

  • Royalty Term On a country-by-country and Licensed Product-by-Licensed Product basis, royalty payments in the Territory shall commence upon the first commercial sale of such Licensed Product, whether such sale is to a Public Purchaser, Governmental Authority or private entity or person and whether such sale is made under an EUA or Key Approval, in such country in the Territory and will terminate upon the later of: (a) the expiration, invalidation or abandonment date of the last Valid Claim of the Patents in the country of sale or manufacture of such Licensed Product in the Territory or (b) expiration of regulatory exclusivity of such Licensed Product in such country of sale in the Territory (the “Royalty Term”).

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