Prior Casino Development Offer Sample Clauses

Prior Casino Development Offer. A financially responsible person that is not an Affiliate of either of the Members (or of Lyle Xxxxxx xx Bretx Xxxino) shall have made a legally binding offer to purchase from GCN one or more of the Named Parcels included in the Joint Venture Property for the purpose of developing thereon any structure intended primarily as a gaming casino (a "Casino Offer"), before the Company shall have exercised the Company's Option with respect to any portion of the same parcel(s); provided, however, that GCN shall not have the right to terminate the Company's Option with respect to such parcel(s) while there remains in effect an executed letter of intent or legally binding commitment from a financially responsible person providing for the development and lease or sale of any portion of such parcel(s) by the Company; and provided further that, if GCN terminates all or any portion of the Company's Option pursuant to this paragraph (v) (a "Casino Project Termination") before any other termination of such portion under this Agreement, then GCN shall pay Metroplex the applicable termination fee (or portion thereof) described in the following paragraph (c). Any such termination fee shall be payable upon the closing of the sale of the Named Parcel(s) being sold pursuant to the Casino Offer. Notwithstanding the foregoing, if the Company has purchased any Named Parcel of the Joint Venture Property, the Members shall negotiate in good faith to determine whether or not the Company shall purchase each parcel of Joint Venture Property subject to the Casino Offer for an alternative development proposed by Metroplex, at a price and on terms no less favorable to GCN than the Casino Offer for the same parcel(s); and, if such negotiations do not result in any such purchase by the Company, GCN shall not sell such parcels to the party making the Casino Offer (or any of its Affiliates) at a price and on terms less favorable than the original Casino Offer.
Sample 1
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Related to Prior Casino Development Offer

  • Information Systems Acquisition Development and Maintenance a. Client Data – Client Data will only be used by State Street for the purposes specified in this Agreement.

  • Condominiums/Planned Unit Developments If the Mortgaged Property is a condominium unit or a planned unit development (other than a de minimis planned unit development) such condominium or planned unit development project such Mortgage Loan was originated in accordance with, and the Mortgaged Property meets the guidelines set forth in the Originator's Underwriting Guidelines;

  • Joint Development All inventions, know-how, trade secrets, data or information which result from joint development by the Parties hereto shall be jointly owned by the Parties. The Parties hereby agree to cooperate in good faith in the filing of any and all patent applications in all jurisdictions.

  • Independent Development The Disclosing Party acknowledges that the Receiving Party may currently or in the future be developing information internally, or receiving information from other parties, that is similar to the Confidential Information. Accordingly, nothing in this Agreement will be construed as a representation or agreement that the Receiving Party will not develop or have developed for it products, concepts, systems or techniques that are similar to or compete with the products, concepts, systems or techniques contemplated by or embodied in the Confidential Information, provided that the Receiving Party does not violate any of its obligations under this Agreement in connection with such development.

  • Development 3.1.1 Licensee agrees to and warrants that:

  • Clinical Development (a) Stellartech shall design, develop and construct a Clinical Unit for each of the Thermage Disposable Device and the Thermage Generator, and any required component or subassembly thereof and shall deliver such Clinical Units to Thermage in accordance with the Development Program; (b) Stellartech shall deliver to Thermage such other Deliverables as are contemplated by the Development Program in accordance with the Development Program; and (c) as requested by Thermage and automatically at the conclusion of the Development Program, Stellartech, so long as Thermage is not in breach of its material obligation hereunder, shall deliver in writing to Thermage any and all data and information held by or in the control of Stellartech which is necessary or useful to obtain regulatory approval of the Products in the United States or any foreign country.

  • Subsequent Developments After the date of this Contract and until the Closing Date, Seller shall use best efforts to keep Buyer fully informed of all subsequent developments of which Seller has knowledge (“Subsequent Developments”) which would cause any of Seller’s representations or warranties contained in this Contract to be no longer accurate in any material respect.

  • Status as Business Development Company The Borrower is an “investment company” that has elected to be regulated as a “business development company” within the meaning of the Investment Company Act and qualifies as a RIC.

  • Initial Development Plan Not later than the Effective Date, Licensee shall have provided Merck with an initial Development plan for the Licensed Product in the Field in the Territory, which shall be incorporated as part of this Agreement as Attachment 3.02(a) (as may be amended in accordance with this Agreement, the “Development Plan”). **CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND WILL BE FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST.

  • Research and Development (i) Advice and assistance in relation to research and development of Party B;

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