NGA Specific Rights Sample Clauses

NGA Specific Rights. All NGA’s Membership Interests shall be subject to the buy-sell rights, the transfer restrictions and provisions as provided in this Section 9.5. The buy-sell rights become exercisable only upon the occurrence of a Material Event (as defined below) or at any time after June 14, 2015 (“Trigger Date”). (a) At any time after the occurrence of a Material Event or any time following the Trigger Date, the Majority XXX Xxxxxx shall have the right to sell (“Put”) all but not less than all of its New Membership Interest to Company and Company shall have the right to purchase (“Call”) all but not less than all of NGA’s Membership Interest, at a price equal to the fair market value of the New Membership Interest and/or NGA’s Membership Interest without discounts for minority ownership and lack of marketability. The purchase price shall be determined by mutual agreement of NGA and the Company. In the event that after good faith negotiations, or in any event THIRTY (30) days after delivery of the Option Notice (as defined below) (the “Negotiation Period”) the Company and NGA have not mutually agreed on a purchase price for the NGA Interests, then the purchase price shall be determined by the average of two (2) appraisals by nationally recognized appraisers of private companies with one appraisal obtained and paid for by NGA and one appraisal obtained and paid for by the Company, if and only if such appraisals are within a 5% range of value based upon the lowest of such appraisals. If the referenced two appraisals are not within a 5% range, the purchase price shall be determined by the average of a third mutually acceptable, independent, nationally recognized appraiser of private companies (with NGA and Company to each pay one-half of costs) and the next nearest appraisal of the two appraisals engaged by each of the parties unless the third appraisal is at the mid-point of the original two appraisals, in which event the third appraisal shall be used to established the fair market value. The selection of such appraisers shall occur no later than THIRTY (30) days after termination of the Negotiation Period. Either NGA or the Company, as the case may be, shall deliver written notice to the other party initiating its applicable Put or Call rights under this Section 9.5 (the “Option Notice”). (b) NGA shall have the right to sell or assign the NGA Interests to an Affiliate subject to the terms of the Operating Agreement including but not limited to the Put and Call provisions...
Sample 1
AutoNDA by SimpleDocs

Related to NGA Specific Rights

  • Vendor’s Specific Warranties, Terms, and License Agreements Because TIPS serves public entities and non-profits throughout the nation all of which are subject to specific laws and policies of their jurisdiction, as a matter of standard practice, TIPS does not typically accept a Vendor’s specific “Sale Terms” (warranties, license agreements, master agreements, terms and conditions, etc.) on behalf of all TIPS Members. TIPS may permit Vendor to attach those to this Agreement to display to interested customers what terms may apply to their Supplemental Agreement with Vendor (if submitted by Vendor for that purpose). However, unless this term of the Agreement is negotiated and modified to state otherwise, those specific Sale Terms are not accepted by TIPS on behalf of all TIPS Members and each Member may choose whether to accept, negotiate, or reject those specific Sale Terms, which must be reflected in a separate agreement between Vendor and the Member in order to be effective.

  • Project Specific Milestones In addition to the milestones stated in Section 212.5 of the Tariff, as applicable, during the term of this ISA, Interconnection Customer shall ensure that it meets each of the following development milestones: 6.1 Substantial Site work completed. On or before December 31, 2020 Interconnection Customer must demonstrate completion of at least 20% of project site construction. At this time, Interconnection Customer must submit to Interconnected Transmission Owner and Transmission Provider initial drawings, certified by a professional engineer, of the Customer Interconnection Facilities. 6.2 Delivery of major electrical equipment. On or before December 31, 2021, Interconnection Customer must demonstrate that all generating units have been delivered to Interconnection Customer’s project site.

  • License; Use Upon delivery to an Authorized Person or a person reasonably believed by Custodian to be an Authorized Person of the Fund of software enabling the Fund to obtain access to the System (the “Software”), Custodian grants to the Fund a personal, nontransferable and nonexclusive license to use the Software solely for the purpose of transmitting Written Instructions, receiving reports, making inquiries or otherwise communicating with Custodian in connection with the Account(s). The Fund shall use the Software solely for its own internal and proper business purposes and not in the operation of a service bureau. Except as set forth herein, no license or right of any kind is granted to the Fund with respect to the Software. The Fund acknowledges that Custodian and its suppliers retain and have title and exclusive proprietary rights to the Software, including any trade secrets or other ideas, concepts, know-how, methodologies, or information incorporated therein and the exclusive rights to any copyrights, trademarks and patents (including registrations and applications for registration of either), or other statutory or legal protections available in respect thereof. The Fund further acknowledges that all or a part of the Software may be copyrighted or trademarked (or a registration or claim made therefor) by Custodian or its suppliers. The Fund shall not take any action with respect tot the Software inconsistent with the foregoing acknowledgement, nor shall the Fund attempt to decompile, reverse engineer or modify the Software. The Fund may not xxx, sell, lease or provide, directly or indirectly, any of the Software of any portion thereof to any other person or entity without Custodian’s prior written consent. The Fund may not remove any statutory copyright notice or other notice included in the Software or on any media containing the Software. The Fund shall reproduce any such notice on any reproduction of the Software and shall add any statutory copyright notice or other notice to the Software or media upon Custodian’s request.

  • Product Specific Terms these terms apply to specific Products referenced in this section.

  • Ownership and License in Deliverables Unless otherwise specified in a specific Purchase Order concerning procurement of a SaaS product:

  • Public Posting of Approved Users’ Research Use Statement The PI agrees that information about themselves and the approved research use will be posted publicly on the dbGaP website. The information includes the PI’s name and Requester, project name, Research Use Statement, and a Non-Technical Summary of the Research Use Statement. In addition, and if applicable, this information may include the Cloud Computing Use Statement and name of the CSP or PCS. Citations of publications resulting from the use of controlled-access datasets obtained through this DAR may also be posted on the dbGaP website.

  • License Type Your license to a Product will be under a Named User or CPU license type, as specified on an order. Each Named User license to a Product entitles a Named User to access and use that Product in one production environment and up to two non-production environments. Each CPU license to a Product entitles you to assign the Product to a single CPU in one production environment and up to two non-production environments, for use in support of an unspecified number of Named Users.

  • Country Specific Terms Appendix A contains additional terms and conditions of the Agreement applicable to Participants residing in those countries. In addition, Appendix A also contains information and notices of exchange control and certain other issues of which the Participant should be aware.

  • License Terms This license is for one full Semester. It cannot be cancelled or terminated except under the conditions cited in this license.

  • Quality Specifications SANMINA-SCI shall comply with the quality specifications set forth in its Quality Manual, incorporated by reference herein, a copy of which is available from SANMINA-SCI upon request.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!