Option to Reopen Agreement Sample Clauses

Option to Reopen Agreement. GTE and Mobilnet agree that for all prices other than those addressed by the foregoing true-up provisions, after six (6) months or more after the effective date of this Agreement, that either Party may require in writing that negotiations be reopened in relation to the pricing contained in this Agreement for interconnection, network elements and resold services. Upon receipt of such request to reopen negotiations as permitted herein, the parties will negotiate in good faith for a maximum time period of forty five (45) days. If at the end of 45 days closure is not obtained on the permitted pricing issues open for renegotiation, either Party may petition the Commission to resolve the dispute under the Commission’s pricing authority granted by the Telecommunications Act of 1996 and to determine the final rates for each of the pricing items in controversy. The parties expressly agree that the arbitration rights as provided for under the Telecommunications Act of 1996 are expressly retained by the parties and may be exercised hereunder. The pricing contained in this Agreement shall remain in place and in effect until such time as the parties reach closure on any replacement prices under this provision or final rates are in effect at the conclusion of the Commission’s proceedings including exhaustion of all appellate remedies under Section 252(e)(6) of the Act. In the event either GTE or Mobilnet exercises the foregoing option, replacement prices or final rates under this provision shall be made effective as of the effective date of the then current term of this Agreement. The parties will perform a true-up, with any compensation owed to be remitted to the other party as set forth in this provision. GTE and Mobilnet further agree that the nonprice terms and conditions of this Agreement were based on the legal status and requirements in effect at the time the Agreement was executed. Any modifications to those requirements as a result of federal court review or other judicial action will supersede to the extent applicable any terms and conditions of this agreement.
Sample 1
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Option to Reopen Agreement. The Parties agree that for all prices other than those addressed by the foregoing provisions, after six (6) months or more after the effective date of this Agreement, that either Party may request in writing that negotiations be reopened in relation to the pricing contained in this Agreement. Upon receipt of such request to reopen negotiations as permitted herein, the parties will negotiate in good faith for a maximum time period of forty five (45) days. If at the end of 45 days closure is not obtained on the permitted pricing issues open for renegotiation, either Party may petition the Commission to resolve the dispute under the Commission=s pricing authority granted by the Telecommunications Act of 1996 and to determine the final rates for each of the pricing items in controversy. The pricing contained in this Agreement shall remain in place and in effect until such time as the parties reach closure on any replacement prices under this provision or final rates are in effect at the conclusion of the Commission =s proceedings including exhaustion of all appellate remedies under Section 252(e)(6) of the Act. GTE and Vanguard further agree that the nonprice terms and conditions of this
Sample 1

Related to Option to Reopen Agreement

  • OPTION TO RENEW Landlord hereby grants to Tenant Two (2) options to renew the Lease for an additional period of five (5) years each (the Renewal Terms). The Each Renewal Term shall commence upon the expiration of the preceding lease term (or the first Renewal Term as appropriate) such that there shall not be a gap in the time between the Lease Term and the Renewal Terms. Tenant shall only be permitted to exercise the second Renewal Term if it has previously exercised the option for the first Renewal Term. In the event that Tenant subleases the Premises or any portion thereof or assigns its interest under this Lease, Tenant shall lose any rights or options to renew or extend the term of this Lease. 1. The lease of the Leased Premises for the each Renewal Term shall be on the same terms and conditions as set forth in the Lease, except: A. That the rental for the Leased Premises during the Renewal Term shall be as set forth below in Paragraph 3, and B. That the Security Deposit shall be increased to the rental amount determined in Paragraph 3 (the “Increased Security Deposit Amount”). 2. Tenant shall notify Landlord of Tenant’s exercise of its right to renew the Lease for the each Renewal Term only by giving to Landlord written notice not sooner than eight (8) months prior to the Renewal Commencement Date and not later than seven (7) months prior to the Renewal Commencement Date (time is expressly of the essence to Landlord). Any attempted exercise of this Option made other than within the time period stated or in the manner stated shall be void and of no force or effect. In the event that Tenant does not or is not entitled to exercise its option Tenant shall have no further rights hereunder. 3. If Tenant shall have properly and timely exercised its right to extend the term of the Lease, the term of the Lease shall be so extended for the Renewal Term on the same terms and conditions contained in the Lease; provided, however, the Base Monthly Rent for each month of the Renewal Term shall be calculated as follows: The new Base Monthly Rent for the Renewal Term shall be the greater of: (i) the Base Monthly Rent being paid by Tenant to Landlord during the final full month of the final year of the initial Lease Term (or the final month of the first Renewal Term as appropriate), or (ii) the Then Market Rental Rate for the Lease Premises. 4. The term “Then Monthly Market Rental Rate” shall be determined by mutual agreement between Landlord and Tenant or, in the event such agreement cannot be made within ten (10) days from the date Tenant shall have exercised this option, Landlord and Tenant shall each appoint a real estate appraiser with at least five (5) years full-time commercial/industrial appraisal experience in Santa Xxxxx County to appraise and determine the fair market monthly rental rate the Leased Premises, in their then existing condition for the use specified in the Lease could be leased for, on the same terms and conditions set forth in the Lease, to a qualified tenant ready, willing and able to lease the Leased Premises for a term equal to the Renewal Term. If either party does not appoint an appraiser within ten (10) days after the other party has given notice of the name of its appraiser, the other party can then apply to the President of the Santa Xxxxx County Real Estate Board or the presiding Judge of the Superior Court of that County for the selection of a second appraiser who meets the qualifications stated above. The failing party shall bear the cost of appointing the second appraiser and of paying the second appraiser’s fee. The two appraisers shall attempt to establish the Then Monthly Market Rental Rate for the Leased Premises. If the two appraisers are unable to agree on the Then Monthly Market Rental Rate for the Leased Premises within ten (10) days after the second appraiser has been selected or appointed, then the two appraisers shall attempt to select a third appraiser meeting the qualifications stated above. If they fail to agree on a third appraiser, either party can follow the above procedure for having an appraiser appointed by the Real Estate Board or a judiciary. Each of the parties shall bear one-half (1/2) of the cost of appointing the third appraiser and of paying the third appraiser’s fee. Unless the three appraisers are able to agree Landlord Initials W Tenant Initials NH on the Then Monthly Market Rental Rate for the Leased Premises within ten (10) days after the selection or appointment of the third appraiser, the two appraisal amounts being calculated most closely together, after having discarded the appraisal amount which most greatly varies from the other two appraisal amounts, shall be added together then divided by two (2). The resulting rental amount shall be defined as the Then Monthly Market Rental Rate for the Leased Premises. In no event, however, shall the resulting Then Monthly Market Rental Rate for the Renewal Term be less than the Base Monthly Rent paid during the final full month of the initial Lease Term (or the first Renewal Term as appropriate).

  • Amendment to Purchase Agreement Section 1.3 of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

  • Modification, Extension and Renewal of Options The Board or a duly appointed committee thereof, may modify, extend or renew this Option or accept the surrender thereof (to the extent not theretofore exercised) and authorize the granting of a new option in substitution therefore (to the extent not theretofore exercised), subject at all times to the Code and applicable securities laws. Notwithstanding the foregoing provisions of this Section 12, no modification shall, without the consent of the Recipient, alter to the Recipient’s detriment or impair any rights of Recipient hereunder.

  • Option to Lease The Receiver hereby grants to the Assuming Institution an exclusive option for the period of ninety (90) days commencing the day after Bank Closing to cause the Receiver to assign to the Assuming Institution any or all leases for leased Bank Premises, if any, which have been continuously occupied by the Assuming Institution from Bank Closing to the date it elects to accept an assignment of the leases with respect thereto to the extent such leases can be assigned; provided, that the exercise of this option with respect to any lease must be as to all premises or other property subject to the lease. If an assignment cannot be made of any such leases, the Receiver may, in its discretion, enter into subleases with the Assuming Institution containing the same terms and conditions provided under such existing leases for such leased Bank Premises or other property. The Assuming Institution shall give notice to the Receiver within the option period of its election to accept or not to accept an assignment of any or all leases (or enter into subleases or new leases in lieu thereof). The Assuming Institution agrees to assume all leases assigned (or enter into subleases or new leases in lieu thereof) pursuant to this Section 4.6. If the Assuming Institution gives notice of its election not to accept an assignment of a lease for one or more of the leased Bank Premises within seven (7) days of Bank Closing, then, not withstanding any other provision of this Agreement to the contrary, the Assuming Institution shall not be liable for any of the costs or fees associated with appraisals for the Fixtures, Furniture and Equipment located on such leased Bank Premises.

  • MODIFICATION BY SUBSEQUENT AGREEMENT This Agreement may be modified by subsequent agreement of the Couple only by an instrument in writing signed by both of them, an oral agreement to the extent that the Couple executes it, or an in-court oral agreement made into an order by a court of competent jurisdiction.

  • Amendments to Rights Agreement (a) The definition of “Acquiring Person” in Section 1(a) of the Rights Agreement is amended by inserting the following as a new paragraph at the end of such definition: “Notwithstanding anything in this Section 1(a) that might otherwise be deemed to the contrary, none of XXX Xxxxxxxxxxx, a Massachusetts corporation (“Parent”), Emerge Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), or any of their respective Affiliates or Associates, either individually, collectively or in any combinations, shall be deemed to be or become an “Acquiring Person” solely by virtue of, or as a result of (i) the execution and delivery of the Agreement and Plan of Merger, dated as of April 8, 2008, by and among the Company, Parent and Merger Sub (including any amendment or supplement thereto, the “Merger Agreement”) or the Tender and Voting Agreements (collectively with the Merger Agreement, the “Transaction Documents”), or (ii) the announcement, commencement, performance or consummation of the transactions contemplated by the Transaction Documents, including, without limitation, the Offer or the Merger (each as defined in the Merger Agreement) (the foregoing actions being referred to as the “Permitted Events”).” (b) The definition of “Stock Acquisition Date” in Section 1(bb) of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, a Stock Acquisition Date shall not be deemed to have occurred solely by virtue of, or as a result of, any Permitted Event, the public announcement thereof or the actual knowledge of an executive officer of the Company that a Permitted Event has occurred.” (c) Section 3(a) of the Rights Agreement is amended to add the following sentence at the end thereof: “Notwithstanding anything in this Agreement that might otherwise be deemed to the contrary, a Distribution Date shall not be deemed to have occurred solely by virtue of, or as the result of, any Permitted Event.”

  • Amendment of Rights Agreement The Rights Agreement is hereby amended as follows: (a) Section 1 of the Rights Agreement is hereby amended by inserting the following subsections at the end of such Section 1:

  • Amendment to Rights Agreement All capitalized terms not otherwise defined in this Section 2 shall be as defined in the Rights Agreement. The Company and the undersigned agree that Section 7(b)(2) of the Rights Agreement be, and it hereby is, amended and restated to read as follows: “Subject to Section 7(b)(6) below, from and after the earlier to occur of (i) the Second Unit Closing, (ii) the Common Equity Closing and (iii) the closing of an Alternative Common Stock Financing in which the Investors exercise preemptive rights pursuant to the terms of this Agreement and, as a result, beneficially own greater than a majority of the Company’s voting stock as of such closing, the Company shall take all appropriate action to promptly establish and maintain the size of the Board at ten (10) members, five (5) of which shall be Investor Designees and nominated in accordance with the provisions of this Section 7(b). Alta Partners, Bay City Capital, NEA and Nextech, together with their respective affiliates, shall each have the right to designate one (1) such Investor Designee. Notwithstanding the foregoing, the Company’s obligation to set and maintain the size of the Board at ten (10) members and the Investors’ right to designate five (5) Investor Designees pursuant to this Section 7(b)(2) shall not be effective prior to May 1, 2010 or such later date as determined by the Majority Investors. On or prior to January 20 of each year in which the Majority Investors have rights pursuant to this Section 7(b) (assuming the Company has made a request therefor at least five (5) Trading Days prior thereto), and within five (5) Trading Days of the request by the Company in connection with the preparation of a proxy 1. statement with respect to the election of members of the Board or a vacancy created on the Board by the resignation, death or disability of an Investor Designee or the failure of an Investor Designee to be elected at a meeting of the Company at any time at which the Majority Investors have rights pursuant to this Section 7(b), each Investor shall notify the Company of the number of voting shares of the Company’s capital stock beneficially owned by such Investor as of a date within five (5) Trading Days of the delivery of such notice.”

  • Term and Renewal of Agreements The Agreement with TIPS is for three (3) years with an option for renewal for an additional one (1) consecutive year if both parties agree. TIPS may or may not exercise the one-year extension beyond the base three-year term and whether or not to offer the extension is at the sole discretion of TIPS. The scheduled Agreement termination date shall be the last date of the month of the last month of the agreement’s legal effect. Example: If the agreement is scheduled to end on May 23, the anniversary date of the award, it would actually be extended to May 31 in the last month of the last year the contract is active. No Agreement for goods or services with a TIPS Member by the awarded vendor named in this Agreement that results from the solicitation award named in this Agreement, may incorporate an automatic renewal clause that exceeds month to month terms with which the TIPS Member must comply. All renewal terms incorporated in an Agreement by the vendor with the TIPS Member shall only be valid and enforceable when the vendor receives written confirmation by purchase order, executed Agreement or other written instruction issued by the TIPS Member for any renewal period. The purpose of this clause is to avoid a TIPS Member inadvertently renewing an Agreement during a period in which the governing body of the TIPS Member has not properly appropriated and budgeted the funds to satisfy the Agreement renewal. This term is not negotiable and any Agreement between a TIPS Member and a TIPS awarded vendor with an automatic renewal clause that conflicts with these terms is rendered void and unenforceable.

  • Term of Agreement; Amendment This Agreement shall become effective as of the date first written above and will continue in effect for a period of three (3) years. This Agreement may be terminated by either party upon giving 90 days prior written notice to the other party or such shorter period as is mutually agreed upon by the parties. Notwithstanding the foregoing, this Agreement may be terminated by any party upon the breach of the other party of any material term of this Agreement if such breach is not cured within 15 days of notice of such breach to the breaching party. This Agreement may not be amended or modified in any manner except by written agreement executed by USBFS and the Trust, and authorized or approved by the Board of Trustees.

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