FIRST NEGOTIATION RIGHT Sample Clauses

FIRST NEGOTIATION RIGHT. (a) During the Term and for a period of six (6) months after the Term, prior to entering into negotiations with any person or entity other than SeeTickets with respect to ticketing services following the Term, Client shall first notify SeeTickets that Client would like to negotiate an agreement for such ticketing services. During the thirty (30)-day period after SeeTickets receives such notice, Client shall negotiate in good faith exclusively with SeeTickets the terms of an agreement relating to the ticketing services (“First Negotiation Right”). If, by the expiration of such thirty (30)-day period, no agreement is reached with SeeTickets, Client may negotiate with other persons or entities for the ticketing services but may not enter into an agreement therefor with any person or entity other than SeeTickets unless Client first: (i) notifies SeeTickets in writing of all material terms of the proposed agreement pursuant to which such ticketing services are to be granted, and the identities of all proposed parties to such agreement, and provide SeeTickets with a writing containing such material terms signed by the proposed third party (“Third-Party Offer”).

FIRST NEGOTIATION RIGHT. In the event Corvas decides to initiate negotiations with any third party to license it compounds, other than Candidate Compounds, developed by or on behalf of Corvas for inhibition of a viral protease other than a Hepatitis C virus protease, Corvas shall notify Schering in writing prior to initiating or soliciting such negotiations. For a period of thirty (30) days following receipt of such notice from Corvas, during which period Corvas shall not discuss such compounds with any third party, Schering may notify Corvas of its desire to initiate good faith negotiations, on a non-exclusive basis, with regard to such compounds. If Corvas and Schering shall not have entered into a binding agreement within ninety (90) days of Schering's notice, during which period Corvas shall have conducted such negotiations in good faith, Corvas shall be free to enter into an agreement with respect to such compounds with any third party and shall have no further obligation or liability to Schering with respect thereto or obligation to offer or disclose to Schering the terms offered to such third party.

FIRST NEGOTIATION RIGHT. During the term of this Agreement, each party shall promptly disclose to the Corporation after the filing of a patent application any new intellectual property developed by such party (the "Inventor Party") outside the Collaboration Program which is subject to such patent application, but only to the extent that such property is of material use in the Field. The Corporation shall benefit of a first negotiation right over any third party to use, make, offer to sell and sell such new intellectual property in the Field. Upon receipt of a written notice from the Inventor Party, the Corporation shall have 30 days to notify the Inventor Party that it wishes to enter into negotiations. If the Corporation does not notify the Inventor Party within 30 day period that it wishes to enter into negotiations, then the Inventor Party shall be free to offer its new intellectual property to any third party on any terms. In the event that the Corporation exercises its right of first negotiation, the Inventor Party and the Corporation shall enter into good faith negotiations in order to conclude an agreement within 90 days from the expiration of the 30-day period. If the Corporation and the Inventor Party cannot reach an agreement despite good faith negotiations, then on or before the 90th day described in the preceding sentence, the Corporation shall deliver to the Inventor Party a detailed written offer of terms and conditions upon which it is willing, without additional negotiation, to acquire the right use, make, offer to sell, and sell the new intellectual property in the Field, and after the 90th day, the Inventor Party shall be free to offer the new intellectual property to any third party on terms and conditions not more favorable to the third party than the terms and conditions so offered by the Corporation. If the Corporation does not deliver such a written offer within 90-day period, then the Inventor Party may offer the new intellectual property to any third party on any terms.

FIRST NEGOTIATION RIGHT. The parties agree that DCI shall be accorded a customary right of first negotiation to participate on the next Titanic expedition following the Expedition (the "Next Expedition") which right of first negotiation shall be for a period of not less than 45 days, commencing not earlier than February 1 of the calendar year in which the Next Expedition shall occur (the "DCI Negotiating Period), and during which period RMST shall negotiate exclusively (other than with Ellipse with respect to the rights set forth below) and in good faith with DCI. If DCI and RMST shall agree on terms in respect of such Next Expedition, and if RMST shall thereafter fail to enter into an agreement with DCI with respect thereto, but shall instead enter into an agreement with a different media company on the same or less favorable terms (for RMST) as those agreed to with DCI, RMST agrees that it shall not have the right to commence the Next Expedition earlier than one year following the termination of the DCI Negotiating Period. In addition, Ellipse shall be accorded the same right of first negotiation, during the same time period as the DCI Negotiating Period, with respect to its right to participate, with respect to the Ellipse Territory, on the Next Expedition.

FIRST NEGOTIATION RIGHT. The following shall apply during the [***] ([***]) month period (the “First Negotiation Period”) commencing upon the expiration or any sooner termination of the Term, excluding any sooner termination of the Term pursuant to the exercise of OME’s Rejection Right [it being agreed that, in such event, this Paragraph 8 shall not apply and the parties’ respective rights and obligations shall instead be governed by subparagraph 3(b) above]: If OME desires to exercise, or authorize others to exercise, the rights to produce, distribute, exhibit, promote and/or otherwise exploit in any media non-fiction programming (other than Permitted OME Programming) about OME’s research and recovery operations throughout the world, then OME shall give JWM written notice of such desire. Commencing upon JWM’s receipt of such notice there shall be a [***] ([***]) day period during which OME and JWM may negotiate in good faith for JWM to acquire any or all of such rights. If by the end of such negotiation period no agreement has been reached (it being acknowledged by JWM that OME is under no obligation to accept any proposal), or if at any time during such negotiation period JWM gives OME written notice that JWM declines to negotiate for such rights, then OME may negotiate and enter into agreements with third parties with respect thereto, provided that, except for Permitted OME Programming, no such non-fiction programming shall be distributed, promoted, exhibited or otherwise exploited in any media anywhere in the world prior to the expiration of the Term.

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Termination Right The Representative shall have the right to terminate this Agreement at any time prior to any Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in its opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading on any Trading Market shall have been suspended or materially limited, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA or by order of the Commission or any other government authority having jurisdiction, or (iii) if the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has been declared by a New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities markets, or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in the Representative’s opinion, make it inadvisable to proceed with the delivery of the Securities, or (vii) if the Company is in material breach of any of its representations, warranties or covenants hereunder, or (viii) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions as in the Representative’s judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Securities or to enforce contracts made by the Underwriters for the sale of the Securities.
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:
Option Right Landlord hereby grants to the originally named Tenant herein (“Original Tenant”), and its “Permitted Assignees”, as that term is defined in Section 14.8, below, one (1) option to extend the Lease Term for a period of five (5) years (the “Option Term”), which option shall be irrevocably exercised only by written notice delivered by Tenant to Landlord not more than twelve (12) months nor less than nine (9) months prior to the expiration of the initial Lease Term, provided that the following conditions (the “Option Conditions”) are satisfied: (i) as of the date of delivery of such notice, Tenant is not in default under this Lease, after the expiration of any applicable notice and cure period; (ii) Tenant has not previously been in default under this Lease, after the expiration of any applicable notice and cure period, more than twice in the twelve (12) month period prior to the date of Tenant’s attempted exercise; and (iii) the Lease then remains in full force and effect. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effect. Upon the proper exercise of such option to extend, and provided that Tenant satisfies all of the Option Conditions (except those, if any, which are waived by Landlord), the Lease Term, as it applies to the Premises, shall be extended for a period of five (5) years. The rights contained in this Section 2.2 shall be personal to Original Tenant and any Permitted Assignees, and may be exercised by Original Tenant or such Permitted Assignees (and not by any other assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 of this Lease, of Tenant’s interest in this Lease).
Termination Rights 17.1 In addition to any other termination rights it has, the Department may terminate this Contract at any time by issuing a Notice to the Training Provider. Such a termination will take effect 20 Business Days after the Notice takes effect under Clause 14.2, or at any later time specified in the Notice. 17.2 If the Department terminates this Contract under Clause 17.1, it will determine and pay: a) amounts that, in its reasonable opinion, are due and payable under Clause 8 as at the date of termination; and b) reasonable costs (but not including loss of profit or income) that, in its reasonable opinion, have been necessarily and directly incurred by the Training Provider as a result of the termination, provided that the Training Provider has, to the reasonable satisfaction of the Department: i) used its best efforts to minimise any costs arising as a result of the termination; and ii) provided adequate documentary evidence to substantiate those costs. 17.3 This Contract may be terminated at any time by written agreement between the Parties. 17.4 The Department may terminate this Contract immediately by issuing a Notice to the Training Provider if: a) the Training Provider commits a Material Breach; b) the Training Provider commits a breach of this Contract (whether or not it is a Material Breach) which cannot be remedied; c) the Training Provider commits a breach of this Contract (whether or not it is a Material Breach) and it: i) fails to commence action to remedy the breach within 10 Business Days after the Department has served a Notice requiring it to do so; or ii) having commenced action to remedy the breach, fails to complete that action as soon as possible and in any event within 20 Business Days of the Department's Notice; d) without limiting paragraphs (a) to (c), the Training Provider fails to provide some or all of the Training Services for which Funds have been claimed and/or paid or any such Training Services are not provided to a standard satisfactory to the Department; e) there has been any fraud, or the Department reasonably suspects any fraud, relating to the Training Provider or the Funds, or there has been any misappropriation of Funds by the Training Provider or any other misleading or deceptive conduct on the part of the Training Provider in connection with this Contract or the claiming, receipt or use of the Funds; f) the Training Provider’s registration as a registered training organisation under the Act or the National Act is suspended, withdrawn, cancelled or otherwise ceases; g) an Other VET Funding Arrangement Termination Event occurs;
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.
Landlord’s Termination Right Whether or not the Premises are affected, Landlord may, by notice to Tenant, within 60 days following the date upon which Landlord receives notice of the Taking of all or a portion of the Real Property, the Building or the Premises, terminate this Lease, provided that Landlord elects to terminate leases (including this Lease) affecting at least 50% of the rentable area of the Building.
Buyer’s Termination Right If, prior to Closing and the delivery of possession of the Property to Buyer in accordance with this Contract, (a) any condemnation proceeding shall be pending against a substantial portion of the Hotel or (b) there is any substantial casualty loss or damage to the Hotel, Buyer shall have the option to terminate this Contract, provided Buyer delivers written notice to Seller of its election within twenty (20) days after the date Seller has delivered Buyer written notice of any such loss, damage or condemnation as provided above, and in such event, the Xxxxxxx Money Deposit, and any interest thereon, shall be delivered to Buyer and thereafter, except as expressly set forth herein, no party shall have any further obligation or liability to the other under this Contract. In the context of condemnation, “substantial” shall mean condemnation of such portion of a Hotel (or access thereto) as could, in Buyer’s reasonable judgment, render use of the remainder impractical or unfeasible for the uses herein contemplated, and, in the context of casualty loss or damage, “substantial” shall mean a loss or damage in excess of One Hundred Thousand and No/100 Dollars ($100,000.00) in value.
Termination Option Provided Tenant is the originally named Tenant, Tenant is neither in monetary default of this Lease on the Termination Date (as defined below) nor has there previously been an Event of Monetary Default, and this Lease is in full force and effect, Tenant shall have the right to terminate this Lease effective at 11:59 p.m. on the Termination Date, in accordance with and subject to each of the following terms and conditions (“Termination Option”). The “Termination Date” shall mean the last day of the 40th full calendar month after the Commencement Date. If Tenant desires to exercise the Termination Option, Tenant shall give to Landlord irrevocable written notice of Tenant’s exercise of the Termination Option (“Termination Notice”), together with the Termination Payment (as defined below). The Termination Notice and the Termination Payment shall be received by Landlord no later than the date that is 9 months prior to the Termination Date, failing which the Termination Option shall be deemed waived (provided Landlord reserves the right to waive in writing the requirement that Tenant fully and/or timely pay the Termination Payment). The “Termination Payment” shall equal the sum of: (A) the unamortized (amortized on a straight-line basis with interest at 10%): (i) brokerage commissions and attorneys’ fees paid by Landlord in connection with this Lease; (ii) rent concessions; and (iii) total cost incurred by Landlord for improvements, including the Leasehold Improvements, to the Premises in connection with this Lease. Tenant acknowledges and agrees that the Termination Payment is not a penalty and is fair and reasonable compensation to Landlord for the loss of expected rentals from Tenant. The Termination Payment shall be payable by wire transfer or cashier’s check. Time is of the essence with respect to the dates and deadlines set forth herein. Notwithstanding the foregoing, if at any time during the period on or after the date of the Termination Notice, up to and including the Termination Date, Tenant shall be in default of this Lease, then Landlord may elect, but is not obligated, by written notice to Tenant to cancel and declare null and void Tenant’s exercise of the Termination Option, in which case this Lease shall continue in full force and effect for the full Term unaffected by Tenant’s exercise of the Termination Option. If Tenant timely and properly exercises the Termination Option in accordance with this paragraph and Landlord has not negated the effectiveness of Tenant’s exercise of the Termination Option pursuant to the preceding sentence, this Lease and the Term shall come to an end on the Termination Date with the same force and effect as if the Term were fixed to expire on such date, the Expiration Date shall be the Termination Date, and the terms and provisions of Section 18 shall apply.
Additional Termination Rights (a) BMS has the right to terminate this License Agreement upon delivery of written notice to MPP upon the occurrence of any of the following: (i) the failure of MPP to ensure a sufficient supply of the Licensed Products in the formulations and strengths listed in Schedule A to meet substantially the needs in the Territory, other than isolated, temporary shortages of less than 90 days if such shortage is not cured (other than by means of a reallocation of Licensed Products that has the effect of creating shortage elsewhere) with 90 days after written notice to MPP by BMS; (ii) the failure of MPP to comply with BMS's reasonable requests under Sections 5(b) through (c) of this License Agreement; (iii) any failure by the MPP of ensuring compliance with relevant OFAC regulations under Section 2.8 of this License Agreement; (iv) if in the reasonable opinion of BMS, control (through ownership or otherwise) or MPP changes; (b) either of BMS and MPP will have the right to terminate any Sublicense Agreement, upon delivery of written notice to the relevant Sublicensee(s) upon the occurrence of any of the following; (i) the occurrence of any material safety issue that BMS reasonably believes makes it inadvisable to proceed or continue with the commercialization of the Licensed Product in the Territory; (ii) without prejudice to Section 2.7(c), a cross-border diversion of the Licensed Compound and/or Licensed Products whereby any Sublicensee (directly or indirectly or through a Third Party, located in or out of the Territory) uses, offers for sale, sells, has sold Licensed Compound and/or Licensed Products for use in any country outside of the Territory; (iii) any failure by the Sublicensees to comply with the quality requirements under Section 6.2 of this License Agreement; (iv) the failure by the respective Sublicensee to file for registration all of the Licensed Products in the the Territory for all of the formulation and strengths listed in Schedule A within thirty (30) months of the Effective Date of each Sublicense Agreement Agreement; (v) the occurrence of a direct or indirect change of control of Sublicensee that has not been consented to by BMS and MPP in writing; and/or (vi) in the event of any serious or intentional violation of any laws and regulations or misappropriation of a Third Party’s intellectual property rights by a Sublicensee anywhere in the world, which in BMS’s and MPP’s judgment, may reflect unfavorably on BMS, MPP, their reputation or the Licensed Products.
Termination of Registration Rights A Holder’s registration rights as to any securities held by such Holder (and its Affiliates, partners, members and former members) shall not be available unless such securities are Registrable Securities.

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