Offer Unacceptable Clause Samples

The 'Offer Unacceptable' clause defines the circumstances under which an offer made by one party is deemed invalid or not acceptable to the other party. Typically, this clause outlines specific criteria or conditions that, if present in an offer, automatically render it void or subject to rejection—such as non-compliance with required terms, submission after a deadline, or failure to meet minimum standards. Its core practical function is to set clear boundaries for what constitutes a valid offer, thereby preventing misunderstandings and ensuring that only compliant and timely offers are considered in contractual negotiations.
Offer Unacceptable. If the Non-Initiating Member does not wish for the Company to make or accept the Offer, the Initiating Member may elect to sell its Interest to the Non-Initiating Member, in which case the Non-Initiating Member must purchase the Initiating Member’s Interest for an amount equal to the amount that would be distributable to the Initiating Member if the Company had accepted the Offer, closed the sale pursuant to such Offer and wound up its affairs pursuant to Section 13. For purposes of the foregoing calculations, the purchase price for a sale shall be reduced by Imputed Closing Costs therefor. The Initiating Member must exercise this option, if at all, by delivering written notice thereof to the Non-Initiating Member within twenty (20) days after the end of the Response Period. The Non-Initiating Member shall pay the Initiating Member cash for its Interest, as the case may be. Closing shall take place on or before the date specified in the Sale Notice, but if the Non-Initiating Member is purchasing the Initiating Member’s Interest, the Non-Initiating Member shall have until 120 days after the Sale Notice in which to close. If the Initiating Member or the Non-Initiating Member defaults at closing, the non-defaulting party shall have the right to bring suit for damages, for specific performance, or exercise any other remedy available at law or in equity. Upon payment at closing, the Initiating Member shall execute and deliver all documents reasonably required to transfer the interest being sold.
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Offer Unacceptable. If the Non-Initiating Partner does not desire for the Property Partnerships to accept the Offer or offer the Projects for sale on terms specified in the Offer (or, in the case of terms of sale proposed by the Initiating Partner, for the sale price subsequently determined pursuant to the appraisal requested by the Non-initiating Partner), as the case may be, the Initiating Partner may elect to sell to the Non-Initiating Partner, in which case the Non-Initiating Partner must purchase, the Initiating Partner's Partnership Interest for an amount equal to the amount that would be distributable to the Initiating Partner if the Property Partnerships had sold the Projects pursuant to the terms of such Offer, immediately paid all of their liabilities and Imputed Closing Costs and distributed the net sales proceeds to the Partnership, and the Partnership immediately distributed such proceeds to the Partners (without any recourse) pursuant to Section 8.2. The Initiating Partner must exercise this option, if at all, by delivering written notice thereof to the Non-Initiating Partner within 30 days after the end of the Response Period (or, if the Non-Initiating Partner has requested an appraisal of the Projects, within thirty (30) days after the completion of the appraisal). The Non-Initiating Partner shall pay the Initiating Partner cash for its Partnership Interest. Closing shall take place on or before as specified in the Sale Notice, but if the Non-Initiating Partner is purchasing the Initiating Partner's Partnership Interest, the Non-Initiating Partner shall have until 150 days after the Sale Notice in which to close. If the Initiating Partner or the Non-Initiating Partner defaults at closing, the non-defaulting party shall have the right to bring suit for damages, for specific performance, or exercise any other remedy available at law or in equity. Upon payment at closing, the Initiating Partner shall execute and deliver all documents reasonably required to transfer the interest being sold. If the Non-Initiating Partner fails to deliver such notice within said time period (or fails to deliver any written notice to the Initiating Partner), the Non-Initiating Partner shall be deemed to have consented to the sale of the Projects on the terms of the Offer.
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Offer Unacceptable. If the Non-Initiating Member does not desire for the Company to make or accept the Offer, the Initiating Member may elect to sell such Project or Projects to the Non-Initiating Member, in which case the Non-Initiating Member shall purchase, the Project or Projects covered by such Offer on the terms set forth in the Offer. The Initiating Member must exercise this option, if at all, by delivering written notice thereof to the Non-Initiating Member within ten (10) Business Days after the end of the Response Period. Closing shall take place on or before the date as specified in the Sale Notice, but if the Non-Initiating Member is purchasing the Project or Projects in accordance with the first sentence of this Section 13.2(a), then the Non-Initiating Member shall have until 120 days after the Sale Notice in which to close. If the Initiating Member or the Non-Initiating Member defaults at closing, the non-defaulting party shall have the right to bring suit for damages, for specific performance, or exercise any other remedy available at law or in equity. Upon payment at closing, the Company and the Non-Initiating Member shall execute and deliver all documents reasonably required to transfer the Project or Projects being sold.
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Offer Unacceptable. If the Non-Initiating Members do not wish for the Company to make or accept the Offer, the Initiating Member shall be entitled to purchase the membership interests of the Non-Initiating Members, in which case the Non-Initiating Members must sell their respective membership interests for an amount equal to the aggregate amount that would be distributable to such Non-Initiating Members if the Company had accepted the Offer, closed the sale pursuant to such Offer and wound up its affairs pursuant to this Agreement. The Initiating Member must exercise this option, if at all, by delivering written notice thereof to the Non-Initiating Members within twenty (20) days after the end of the Response Period. The Initiating Member shall pay the Non-Initiating Members cash for their respective membership interests. Closing shall take place on or before the date specified in the Sale Notice. If the Initiating Member defaults at closing, the non-defaulting party shall have the right to bring suit for damages or for specific performance, or to exercise any other remedy available at law or in equity. Upon payment at closing, the Non-Initiating Members shall execute and deliver all documents reasonably required to transfer the Interests being sold.
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Related to Offer Unacceptable

  • Unacceptable Use ‌ 3.1 The following is considered unacceptable use of the trust’s ICT facilities by any member of the trust community. Any breach of this policy may result in disciplinary or behaviour proceedings 3.2 Unacceptable use of the trust’s ICT facilities includes the below list. This is not an exhaustive list. The trust reserves the right to amend this list at any time. The trust will use professional judgement to determine whether any act or behaviour not on the list above is considered unacceptable use of the trust’s ICT facilities • Using the trust’s ICT facilities to breach intellectual property rights or copyright • Using the trust’s ICT facilities to bully or harass someone else, or to promote unlawful discrimination • Breaching the trust’s policies or procedures • Any illegal conduct, or statements which are deemed to be advocating illegal activity • Online gambling, inappropriate advertising, phishing and/or financial scams • Accessing, creating, storing, linking to, or sending material that is pornographic, offensive, obscene or otherwise inappropriate or harmful • Consensual and non-consensual sharing of nude and semi-nude images and/or videos and/or livestreams (also known as sexting or youth-produced sexual imagery) • Activity which defames or disparages the trust, or risks bringing the trust into disrepute • Sharing confidential information about the trust, its pupils, or other members of the trust community • Connecting any device to the trust’s ICT network without approval from authorised personnel • Setting up any software, applications, or web services on the trust’s network without approval by authorised personnel, or creating or using any program, tool or item of software designed to interfere with the functioning of the ICT facilities, accounts or data • Gaining, or attempting to gain, access to restricted areas of the network, or to any password-protected information, without approval from authorised personnel • Allowing, encouraging, or enabling others to gain (or attempt to gain) unauthorised access to the trust’s ICT facilities • Causing intentional damage to ICT facilities • Removing, deleting or disposing of ICT equipment, systems, programs or information without permission by authorised personnel • Causing a data breach by accessing, modifying, or sharing data (including personal data) to which a user is not supposed to have access, or without authorisation • Using inappropriate or offensive language • Promoting a private business, unless that business is directly related to the trust • Using websites or mechanisms to bypass the trust’s filtering mechanisms • Engaging in content or conduct that is radicalised, extremist, racist, anti-Semitic, or discriminatory in any other way • Leaving ICT equipment anywhere other than on your person, at work or at home e.g., in the car • Using a (generic portable solid-state data storage device): data stick, pen drive, thumb drive, USB drive

  • Right of Refusal The proposing vendor has the right not to sell under the awarded agreement with a TIPS member at vendor's discretion unless required by law.

  • Offer Notice (i) The Company shall give written notice (the “Offering Notice”) to the Sponsor stating its bona fide intention to offer the New Equity Securities and specifying the number of New Equity Securities and the material terms and conditions, including the price, pursuant to which the Company proposes to offer the New Equity Securities. (ii) The Offering Notice shall constitute the Company’s offer to sell the New Equity Securities to the Sponsor, which offer shall be irrevocable for a period of three (3) business days (the “ROFO Notice Period”).

  • ODUF Pack Rejection 6.4.1 Image Access will notify BellSouth within one (1) business day of rejected packs (via the mutually agreed medium). Packs could be rejected because of pack sequencing discrepancies or a critical edit failure on the Pack Header or Pack Trailer records (e.g., out-of-balance condition on grand totals, invalid data populated). Standard ATIS EMI error codes will be used. Image Access will not be required to return the actual rejected data to BellSouth. Rejected packs will be corrected and retransmitted to Image Access by BellSouth.

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