Right of First Negotiation (i) In the event that during the period commencing at the Closing and ending upon the tenth (10th) anniversary of the Closing, either Parent or Buyer or any of their respective Control Affiliates proposes to enter into a joint venture with a third party with respect to, or engage a third party to manage, all or any portion of the Parent Additional Property (in the case of Parent and its Control Affiliates) or the Buyer Additional Property (in the case of Buyer and its Control Affiliates) for a use that is primarily related to lodging, food and beverage, retail or entertainment activities (a “Triggering Activity”) (such party, together with its Control Affiliates, the “ROFN Triggering Party”), the ROFN Triggering Party shall provide other party (such other party, together with its Control Affiliates, the “ROFN Counterparty”) with written notice of its intent to engage in a Triggering Activity, which notice shall set forth a reasonable summary of the proposed Triggering Activity, its concept and a reasonable, good faith estimate of its development cost (the “ROFN Notice”). For a period of thirty (30) days following receipt of the ROFN Notice (the “ROFN Period”), if and solely to the extent initiated by the ROFN Counterparty during the ROFN Period, the ROFN Counterparty and the ROFN Triggering Party shall, on an exclusive basis, negotiate in good faith with one another regarding a transaction pursuant to which the ROFN Counterparty would participate in such a joint venture or management arrangement with respect to such Parent Additional Property or Buyer Additional Property, as the case may be (the “ROFN Transaction”). Unless and until definitive documentation providing for the terms and conditions of a ROFN Transaction is executed and delivered by all parties thereto, (i) neither the ROFN Triggering Party nor any of its Control Affiliates except with respect to its obligation to negotiate in good faith on an exclusive basis as set forth above, shall have any obligation or liability whatsoever to the ROFN Counterparty with respect to any ROFN Transaction, including any obligation to enter into either a non-binding term sheet or letter of intent, or definitive documentation, providing for the terms and conditions of the ROFN Transaction, and (ii) the ROFN Counterparty shall not have any claim of any nature whatsoever (including any claim for breach of contract or detrimental reliance) in connection therewith.
First Right of Refusal If any Partner shall enter into an agreement to sell their ownership interest in the Partnership with an individual or entity that is not a current Partner, the following parties must be given a first right of refusal before such a transaction can take place:
Right of Refusal Vendor has the right not to sell to a TIPS Member under the awarded agreement at Vendor’s discretion unless otherwise required by law.
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.
