Offered Terms Sample Clauses

Offered Terms. If Tenant does not accept Landlord's offer as set forth above, but Tenant does deliver to Landlord within the Sale Negotiation Period a written offer ("Tenant's Purchase Offer") to acquire the Building for a purchase price ("Tenant's Offered Price") less than the price contained in the Acceptable Sale Terms, then Tenant shall be deemed to have made an irrevocable offer to acquire the Building at Tenant's Offered Price. Tenant's Purchase Offer shall be deemed to include all of the Acceptable Sale Terms, except that to the extent there is any discrepancy between the Acceptable Sale Terms and the terms set forth in Tenant's Purchase Offer, Tenant's Purchase Offer shall be controlling (except as otherwise provided in Paragraph 38.G below).
Sample 1Sample 2See All (4)
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Offered Terms. 48 E. Acceptance of Tenant's Offer...................................................................48 F. Conditions.....................................................................................48 G. Process........................................................................................48 H.
Sample 1See All (4)
Offered Terms. Xxxxx will have the right, but not the obligation to accept the Offered Terms by written notice to TALi within [***] ([***]) days after Akili’s receipt of notice from TALi described in Section 3.1.2(a). If Xxxxx accepts the Offered Terms within such [***] ([***]) day period, then the Parties shall promptly modify this Agreement to reflect (a) the Offered Terms and (b) the inclusion of the New Uses in the Field hereunder. If Xxxxx does not accept the Offered Terms, then TALi may offer the New Use to a Third Party within the Territory on terms, which are, on the whole, no more favorable to the Third Party than the Offered Terms. If, at any time prior to TALi’s entering into an agreement with a Third Party for the commercialization of such New Use, TALi intends to offer to such Third Party more favorable terms than the Offered Terms (“Favorable Terms”), then (i) TALi must provide Xxxxx with written notice of such Favorable Terms and (ii) Xxxxx will have [***] ([***]) days to accept the Favorable Terms. Only if Xxxxx does not accept the Offered Terms or if any, Favorable Terms, then TALi will be free to execute such agreement for the commercialization of the New Use with the Third Party in the Territory. If TALi develops and commercializes the New Use itself or with a Third Party, then the New Use must be developed as a product (“New Use Product”) that is not confusingly similar to the Products in the Field in the Territory and such New Use Product must be differentiated by a new look and feel and minimize off-label usage. Notwithstanding the foregoing, nothing in this Section 3.1.2 prevents TALi from using its own Trademarks for the commercialization of the New Use Product in the Territory. For clarity, the Parties acknowledge that nothing in this Agreement in any way restricts or limits the rights of TALi to use, license or otherwise exploit the New Use outside the Territory.
Sample 1
Offered Terms. If the Non-Offering Interestholders do not agree to purchase the Section 5.4 Offered Interests or the Indirect Interests, as applicable, in accordance with Section 5.4(b)(i) and the Offering Interestholder does not accept the Counter-Offer Terms within the Section 5.4 Offer Period, the Offering Interestholder may Sell all, but not less than all, of the Section 5.4 Offered Interests or the Affiliate of the Offering Interestholder may Sell all, but not less than all, of the Indirect Interests, as applicable, to a Proposed Third-Party Buyer on the conditions that:
Sample 1

Related to Offered Terms

  • Required Terms The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments of any Class and any Term Loan Increase shall be as agreed between the Borrower and the applicable Incremental Term Lenders providing such Incremental Term Commitments, and except as otherwise set forth herein, to the extent not identical to the Term Loans existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to Administrative Agent; provided that the documentation governing any Incremental Term Loans may include any Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall have been given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility; provided, further, that in the case of a Term Loan Increase, the terms, provisions and documentation of such Term Loan Increase shall be identical (other than with respect to upfront fees, OID or similar fees, it being understood that, if required to consummate such Term Loan Increase transaction, the interest rate margins and rate floors may be increased and additional upfront or similar fees may be payable to the lenders providing the Term Loan Increase) to the applicable Term Loans being increased, in each case, as existing on the Incremental Facility Closing Date. In any event: (i) the Incremental Term Loans: (A) shall rank equal in priority in right of payment and of security with the Initial Term Loans, (B) shall not mature earlier than the Original Term Loan Maturity Date, (C) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans on the date of incurrence of such Incremental Term Loans (without giving effect to any amortization or prepayment of Term Loans prior to the time of such incurrence), (D) shall have an Applicable Rate and, subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(ii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders, and (E) may participate on a pro rata basis or less than pro rata basis (but, except as otherwise permitted by this Agreement, not on a greater than pro rata basis) in any mandatory prepayments of Term Loans under Section 2.03(b)(i), (ii) or (iii)(A), as specified in the applicable Incremental Amendment. (ii) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable Incremental Term Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term Commitments within twelve (12) months after the Closing Date, the All-In Yield applicable to such Incremental Term Loans shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Initial Term Loans plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurodollar Rate floor) with respect to the Initial Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the Initial Term Loans to equal the All-In Yield then applicable to the Incremental Term Loans minus 50 basis points; provided that any increase in All-In Yield on the Initial Term Loans due to the application of a Eurodollar Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) the Eurodollar Rate floor applicable to such Loans.

  • Purchase Terms Subject to the satisfaction of the conditions set forth in Article VII, the parties agree as follows:

  • Extended Terms Tenant shall have the right to extend the Term for up to five (5) consecutive renewal terms of ten (10) years each (each, an “Extended Term”), provided that (unless Landlord shall elect in its sole discretion to waive any such condition), at the time Tenant exercises a right to extend the Term, (a) no Event of Default shall have occurred and be continuing and (b) on the date of the exercise of the extension option and on the first day of each such Extended Term, there shall be a Guaranty in favor of Landlord from a Qualifying Guarantor which shall either meet the standard in clause (a) or (c) of the definition of Qualifying Guarantor or shall provide Landlord with the audited financial statement described in the last paragraph of the definition of Qualifying Guarantor to establish that it meets the criteria in clause (b) thereof to be a Qualifying Guarantor, even if such Entity is a BP Affiliate. All of the terms, covenants and provisions of this Agreement shall apply to each Extended Term (including, but without limitation, the two percent annual Minimum Rent increases provided in the definition of Minimum Rent), except that Tenant shall have no right to extend the Term beyond the expiration of the fifth Extended Term. If Tenant shall elect to exercise its option to extend the Term for any Extended Term, it shall do so by giving Landlord Notice thereof not later than eighteen (18) months prior to the commencement of the applicable Extended Term, it being understood and agreed that time shall be of the essence with respect to the giving of any such Notice. If Tenant shall fail to give any such Notice, this Agreement shall automatically terminate at the end of the Fixed Term or the applicable Extended Term, and Tenant shall have no further option to extend the Term of this Agreement. If Tenant shall give such Notice, the extension of this Agreement shall be automatically effected without the execution of any additional documents; it being understood and agreed, however, that Tenant and Landlord shall execute such documents and agreements as either party shall reasonably require to evidence the same.

  • Negotiated Terms The Parties agree that the terms and conditions of this Agreement are the result of negotiations between the Parties and that this Agreement shall not be construed in favor of or against any Party by reason of the extent to which any Party or its professional advisors participated in the preparation of this Agreement.

  • Amended Terms On and after the Amendment Effective Date, all references to the Credit Agreement in each of the Loan Documents shall hereafter mean the Credit Agreement as amended by this Amendment. Except as specifically amended hereby or otherwise agreed, the Credit Agreement is hereby ratified and confirmed and shall remain in full force and effect according to its terms.

  • Same Terms All terms used herein which are defined in the Credit Agreement shall have the same meanings when used herein, unless the context hereof otherwise requires or provides. In addition, (i) all references in the Loan Documents to the “Agreement” shall mean the Credit Agreement, as amended by this Amendment, and (ii) all references in the Loan Documents to the “Loan Documents” shall mean the Loan Documents, as amended by this Amendment, as the same shall hereafter be amended from time to time.

  • Other Required Terms The above-mentioned insurance policies (except workers’ compensation) shall provide the following: (a) Each policy shall contain provisions that specify that it is primary and non contributory for any liability arising out of that party’s negligence and shall apply to such extent without consideration for other policies separately carried and shall state that each insured is provided coverage as though a separate policy had been issued to each, except the insurer’s liability shall not be increased beyond the amount for which the insurer would have been liable had only one insured been covered. Each Insuring Constructing Entity shall be responsible for its respective deductibles or retentions. (b) If any coverage is written on a Claims First Made Basis, continuous coverage shall be maintained or an extended discovery period will be exercised for a period of not less than two

  • AGREED TERMS IT IS AGREED as follows:

  • Plural Terms All terms defined in this Agreement or any other Credit Document in the singular form shall have comparable meanings when used in the plural form and vice versa.

  • Changes to these Terms and Conditions Reserving the right to change these terms and conditions. We reserve the right to change or add to these terms and conditions from time to time for legal, safety or other substantive reasons or in order to assist the proper delivery of education at the School. The School will send you notice of any such modifications prior to the end of the penultimate term before the modifications are to take effect.

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