Exclusivity; Right of First Refusal. (a) Each Credit Party agrees that, subject to the availability of Revolving Commitments, no less than 50% of receivables (by principal balance) that qualify as Eligible Receivables that the Originator or its Affiliates originates or acquires during any Collection Period during the Revolving Commitment Period shall be financed through the Facility (such agreement, the "Exclusivity Covenant").
(b) CPS shall notify Fortress of its intention to enter into as a borrower, either directly or indirectly (acting through a special purpose borrowing entity, or otherwise indirectly) any financing facility other than the Facility contemplated by this Agreement (any such facility, a "Proposed Facility"). Subject to clause (c) below, within ten (10) days of receipt of such notice, Fortress shall have the right to prevent CPS from entering into such Proposed Facility by providing financing on all of the same material terms as the Proposed Facility (such right, the "Right of First Refusal"). In no event shall the Borrower enter into any financing facility other than the Facility contemplated by this Agreement.
(c) Notwithstanding the foregoing, Fortress shall not be entitled to exercise the Right of First Refusal with respect to additional financing obtained by CPS or its Affiliates after the Closing Date (the "Allowed Financing") so long as CPS and its Affiliates remain in compliance with the Exclusivity Covenant. At any time as the amount financed hereunder reaches 85% of the maximum initial Revolving Commitment, the Lender, at its sole discretion, may increase the Revolving Commitment at such time by two (2) $25,000,000 increments (which increments may be exercised together or separately in Lender's sole discretion), provided, however, that advances pursuant to such increased Revolving Commitment, but not advances pursuant to the initial Revolving Commitment, shall be on substantially the same financial terms as are applicable to the Allowed Financing at the time of the related increase in the Revolving Commitment. In compliance with the foregoing, CPS and its Affiliates shall remain obligated to comply with the Exclusivity Covenant.
(d) In the event that the Administrative Agent chooses not to provide such financing, the Credit Parties (other than the Borrower) may enter into the Proposed Facility; provided, however, that prior to entering into the Proposed Facility, the Credit Parties shall have taken measures reasonably acceptable to the Administrative Agent to ensur...
Exclusivity; Right of First Refusal. The Supplier agrees that, so long as the Customer is not in default hereunder and subject to the provisions of the following paragraphs of this Section 2.1(c), the Customer shall have first call on that portion of the Services produced and procured by the Northwind Facilities necessary to serve the Customer Energy Requirements set forth in Exhibit B.1. The Customer agrees that, for the term of this Agreement and thereafter so long as this Agreement remains in effect, it shall purchase all of its requirements for Services from the Supplier, except to the extent that, (i) the Customer's requirements for Services exceed its allocated portion of Services as set forth in Exhibit B.1 and the Supplier does not agree to supply such excess in accordance with this Section 2.1, or (ii) the Supplier does not supply such Services for any reason. If the Northwind Facilities are being operated to meet the Energy Requirements and the Customer determines that its requirements for one or more Services exceed those set forth in Exhibit B.1, and if the Northwind Facilities are then able to supply such additional requirements of Services (the "Additional Services") and the Supplier has not entered into commitments to sell such Services to anyone else other than the Complex Energy Service Agreements, which, while this Agreement is in effect, the Supplier shall not do without the prior written consent of the Customer, then the Customer shall have the obligation to purchase all the Additional Services from the Supplier except as otherwise permitted by this Section 2.1 and Section 6.1(c) and Section 6.3, and the Supplier shall be obligated to supply the Additional Services. In the event that the Customer shall determine that its Services requirements exceed those set forth in Exhibit B.1 hereto and the provision of such Services would not require the Plant to exceed the capacities set forth on Exhibit A hereto and the Supplier has not entered into commitments to sell such Services to third parties, in accordance with the terms hereof, then the Supplier shall provide such Services to the Customer at the existing rates comprising the Consumption Charges applicable to such Services, and without any increase in the Capacity Charges payable hereunder. In the event that the Customer shall determine that its Services requirements exceeds those set forth in Exhibit B.1 hereto and such Services requirements would cause the Plant to exceed the capacities set forth in Exhibit A hereto, then ...
Exclusivity; Right of First Refusal. (1) Licensee agrees that it shall not, during the Term, or any extensions thereof, negotiate or discuss with any third party the use, lease, sale, transfer or assignment of the Channels, or any part thereof, or any option therefore, whether such use, lease, sale, transfer, option or assignment is to take place during the Term or thereafter, subject to Licensee's right to assign the Channels or part thereof to a qualified EBS eligible under the circumstances described in Section 20(c) hereof. Licensee shall notify Operator of any communications it receives, whether written or verbal, from third parties during the Term regarding any proposed use, lease, sale, transfer, option or assignment of the Channels, or any part thereof, either during the Term or thereafter.
(2) For a period of five (5) years following expiration of the Term or early termination of the Agreement pursuant to Section 12 (the "ROFR Period"), Operator shall have a right of first refusal, assignable at Operator's option, with respect to any and all offers, of any kind, received by Licensee to acquire the License (if the FCC's Rules regarding eligibility allow it), lease or otherwise use any of the capacity on the Channels (or any part thereof) in any other manner, or to acquire an option to acquire, EXHIBIT 1.47 - EBS EXCESS CAPACITY USE AND ROYALTY AGREEMENT EXHIBIT 1.47 lease or otherwise use any of the capacity on the Channels (or any part thereof) as follows: Upon the receipt by Licensee of any bona fide offer (an "Offer") which Licensee desires to accept and Licensee is legally and contractually able to accept, Licensee shall transmit a notice of the Offer to Operator (the "Offer Notice"). The Offer Notice shall: (i) contain the name and address of the offering party, the payment structure therefor and a summary of all material terms of such Offer; and, (ii) offer to Operator the option of entering into an agreement with Licensee upon the same terms and conditions as those set forth in the Offer Notice. Operator shall have thirty (30) days following receipt of the Offer Notice to accept the terms thereof in writing. If Operator accepts, Operator and Licensee shall enter into an agreement which generally comports with the terms and conditions set forth in the Offer Notice. If, Operator does not timely accept the terms of the Offer Notice, its rights thereto shall terminate and Licensee may, for a period of sixty (60) days after expiration of Operator's thirty (30) day consideration peri...
Exclusivity; Right of First Refusal. The Lead Agents hereby acknowledge and agree that CPS has fully satisfied its Right of First Refusal obligations under Section 9.22 of the Original Credit Agreement.
Exclusivity; Right of First Refusal. PROMINENCE; [ *** ].
4.1 Exclusivity – [ *** ]. During the Term, with respect to DivX Software that is distributed with the Yahoo! Software, DivX shall not [ *** ]. Notwithstanding the foregoing, if [ *** ], DivX may [ *** ]. Notwithstanding anything in this Section 4.1, DivX will not be prohibited from (1) [ *** ] or (2) [ *** ]. DivX agrees that any violation or threatened violation of this Section 4.1 will cause Yahoo! irreparable harm for which there is no adequate remedy at law.
4.2 Exclusivity – [ *** ]. During the Term, Yahoo! and/or the Yahoo! Affiliates shall be the exclusive [ *** ] to DivX of [ *** ]. In addition, DivX shall not [ *** ] without the prior written consent of Yahoo!; provided, however, that DivX may [ *** ] from [ *** ] [ *** ] so long as such software is not [ *** ]. DivX agrees that any violation or threatened violation of this Section 4.2 will cause Yahoo! irreparable harm for which there is no adequate remedy at law.
4.3 Right of First Refusal – [ *** ]. With respect to [ *** ], Yahoo! will have a Right of First Refusal to [ *** ]. With respect to each such [ *** ], DivX will (a) [ *** ]; (b) [ *** ]; and (c) [ *** ]. The Right of First Refusal will not apply to the [ *** ] for the [ *** ]. Notwithstanding anything in this Section 4.3, the Right of First Refusal shall not apply to [ *** ].
4.4 Prominence. [ *** ].
4.5 Required [ *** ]. During the Term, DivX shall be required to [ *** ]. Subject to Section 4.2, DivX shall not be required to [ *** ]: (a) [ *** ]; and/or (b) [ *** ] [ *** ].
Exclusivity; Right of First Refusal. (a) During the term of this Agreement (as defined in Section 9(h) below), the Company hereby covenants and agrees that GET USA, and its assigns, shall have the exclusive right (but not the obligation) to negotiate with the Company with respect to any merger, acquisition (of all or substantially all of the assets of the Company) or other form of business combination; provided, however, that the Company shall be entitled to seek $500,000 to $1,000,000 in additional funding from time to time to meet operational needs with GET USA's consent, which consent shall not be unreasonably withheld or delayed. In addition, for a six-month period following the term hereof, the Company hereby acknowledges and agrees that GET USA, and its assigns, shall have an exclusive right of first refusal on any proposed merger, acquisition (of all or substantially all of the assets of the Company) or other form of business combination between the Company and any third party.
Exclusivity; Right of First Refusal. CNS agrees that during the term of this Agreement it will purchase all of its requirements of Product from 3M provided, however, that:
a) If CNS is offered a product of substantially higher performance under similar terms and conditions and gives 3M written notice of the offer, then 3M shall notify CNS in writing within ninety (90) calendar days after receipt of the notice as follows:
Exclusivity; Right of First Refusal. (a) CPS shall notify each Lead Agent of its intention to enter into as a borrower, either directly or indirectly (acting through a special purpose borrowing entity, or otherwise indirectly) any receivable financing facility to be entered into after the execution of the CPS financing facility next succeeding this Facility (any such facility, a "Proposed Facility"). Within ten (10) days of receipt of such notice, each Lead Agent shall have the right to provide such financing in an amount equal to $12,500,000 each (which right may be exercised independently by each Lead Agent) on all of the same material terms as the Proposed Facility (such right, the "Right of First Refusal"). In no event shall the Borrower enter into any financing facility other than the Facility contemplated by this Agreement.
(b) In the event that the Lead Agents choose not to provide such financing, the Credit Parties (other than the Borrower) may enter into the Proposed Facility.
Exclusivity; Right of First Refusal. (a) During the Term, Retailer will not (and will cause its affiliates not to) directly or indirectly, accept for payment, promote, sponsor, solicit, permit solicitation of, or make available to consumer customers of Retailer or any of its affiliates or otherwise provide, any consumer credit or charge program, online or internet payment service that in any way competes with the Program (including, without limitation, any credit facility part of any industry program, credit card network or the like) whether or not such Program bears, uses or refers to any trade names of Retailer, other than
(i) any program offered by Bank or an affiliate of Bank,
(ii) any generally accepted multi-purpose credit or charge card or by generally accepted multi-purpose debit or secured cards in each case, such as American Express, MasterCard, Visa and Discover cards (provided that none of the cards referred to in this clause (iy) may be “co-branded,” “sponsored” or “co-sponsored” with Retailer or bear Retailer’s name or marks),
(iii) the Retailer In-House Program; or
(iv) a Second Source Program.
Exclusivity; Right of First Refusal. (a) RRG covenants and agrees that neither RRG, nor anyone acting on its behalf, shall be associated or involved with any UIT sponsor, distributor or seller in the creation, marketing or sale of any non-exchange traded UIT selected using parameters substantially similar to those described in Exhibit A within the United States other than the Trusts during the period from the Effective Date until eighteen (18) months thereof (the "Initial Exclusivity Period").
(b) Provided that Xxx Xxxxxx is in material compliance with all terms and conditions contained in this Agreement, RRG covenants and agrees that, during the Initial Exclusivity Period, neither RRG nor anyone acting on its behalf shall be associated or involved with anyone in connection with the creation, administration, management, marketing or sale of any UIT within the United States unless RRG shall have first promptly delivered a bona fide written offer to Xxx Xxxxxx to act as sponsor, depositor, adviser, promoter, underwriter or distributor of such a UIT and Xxx Xxxxxx shall have failed to provide a written acceptance of such offer to RRG within 30 days after receipt of such offer.
(c) Nothing contained herein shall limit the right of RRG to participate in the sponsoring, creation, marketing or promotion of any exchange-traded funds, private placements, separately managed accounts, model portfolios for managed accounts, mutual funds, hedge funds or any product not subject to the registration requirements under the Investment Company Act, including, but not limited to, any investment company (as defined in Section 3(a)(1) of the Investment Company Act, disregarding the provisions of Sections 3(b) and 3(c) thereof).