Right of First Opportunity Sample Clauses

Right of First Opportunity. (i) During the term of this Agreement, if Healthcare develops a REIT Opportunity, or if any REIT Opportunity otherwise becomes available to Healthcare, Healthcare shall first offer such REIT Opportunity to LTC. The offer shall be made by written notice (the "Notice") from Healthcare to LTC, which Notice shall contain a detailed description of the material terms and conditions of the REIT Opportunity. LTC shall have ten days (the "Ten-Day Period") from the date of receipt of the Notice to notify Healthcare in writing that it has accepted or rejected the REIT Opportunity. If LTC does not respond by the end of the Ten-Day Period, LTC shall be deemed to have rejected the REIT Opportunity. If LTC accepts a REIT Opportunity, but subsequently decides not to pursue such opportunity or for any other reason fails to consummate such opportunity, LTC shall immediately provide written notice that it is no longer pursuing such REIT Opportunity to Healthcare. (ii) If LTC rejects a REIT Opportunity, or accepts such REIT Opportunity but thereafter provides, or is required by the provisions hereof to provide, written notice to Healthcare that it is no longer pursuing such REIT Opportunity, Healthcare shall, for a period of one year after the Withdrawal Date (as hereinafter defined), be entitled to acquire the REIT Opportunity (A) at a price, and on terms and conditions, that are not more favorable to Healthcare in any material respect than the price and terms and conditions set forth in the Notice relating to such REIT Opportunity or (B) if LTC, at any time after the Notice, negotiated a different price, terms or conditions with the party providing such REIT Opportunity, then at a price, and on terms and conditions, that are not more favorable to Healthcare in any material respect than the price and terms and conditions negotiated by LTC with such party. If Healthcare does not enter into a binding agreement to acquire the REIT Opportunity within such one-year period, or if the price and terms and conditions are more favorable to Healthcare in any material respect than the price and terms and conditions set forth in the Notice (or, if applicable, than the

Right of First Opportunity. During the Term of the Lease, Tenant shall have a right of first opportunity to lease available space in the Building comprising 10,000 square feet or more prior to that space being offered to third parties for lease, on the terms set forth in this Section. If Landlord wishes to lease an available area in the Building and if that space is at least 10,000 square feet in size, Landlord shall first offer to lease that space (the "Opportunity Space") to Tenant for a ten year term at the rental rate(s) and tenant improvement terms that Landlord is willing to accept from a third party. Tenant shall have 10 days within which to notify Landlord in writing that it elects to lease the space and to reach agreement with Landlord on all the terms, conditions and rental rate for the Opportunity Space. If the parties reach agreement on the terms (including commencement date), conditions and rental rate, Landlord shall prepare a lease containing those terms for Tenant's signature. If Tenant does not elect to lease the Opportunity Space or fails to execute the new lease within 3 days after presentation by Landlord, then such right shall be deemed to have lapsed and shall be of no further force or effect as to that notification by Landlord. Landlord may thereafter freely lease all or a portion of the Opportunity Space to any other party, at any time, on any terms, in Landlord's sole discretion. The right of first opportunity shall be null and void if Tenant is in default under the Lease at the date Landlord would otherwise notify Tenant of Landlord's Offer or at any

Right of First Opportunity. If Residential elects to receive any Additional Service, Residential shall first request a proposal for the provision of such Additional Service from Altisource. Altisource shall have the duration of the Exclusive Tender Period to respond to such request for Additional Service and to provide a proposed SOW to Residential. During the Exclusive Tender Period, Residential shall not solicit proposals or negotiate with any other third party with respect to such request for Additional Service. Upon receipt of Altisource’s proposal for the Additional Service, Residential shall consider such proposal exclusively and shall negotiate with Altisource in good faith with respect to the possible provision by Altisource of such Additional Services.

Right of First Opportunity. Management Company hereby covenants and agrees that, for a period commencing on the Effective Date and ending one (1) year following the expiration or earlier termination of this Agreement, Management Company shall not, and shall cause any Covered Person not to develop, acquire or lease a senior living facility within five (5) driving miles of the Facility (a “Competitive Property”) without first offering Tenant an opportunity to co-invest in the Competitive Property as set forth in this paragraph. If a Covered Person desires to develop, own, or lease a Competitive Property, Management Company shall deliver the following notices to Tenant: (1) written notice to Tenant promptly upon any Covered Person commencing substantive analysis, planning and or underwriting activities with respect to the potential development, acquisition or leasing of a Competitive Property (the “Competitive Property Notice”), including a detailed written description of the Competitive Property or, in the case of a potential development of a Competitive Property, a detailed written description of the proposed location of such Competitive Property and a general description, to the extent available, of the type, size and scope of the Competitive Property to be developed, and (2), upon finalizing the terms of the proposed investment in the Competitive Property that was subject to the Competitive Property Notice, written notice of such proposed investment including a detailed written description thereof (the “Investment Notice”), not less than thirty (30) days prior to the day on which the proposed investment is expected to close after commercially reasonable efforts by the applicable Covered Person to coordinate its process to give the Tenant maximum knowledge and information regarding such potential Competitive Property investment, together with any and all investment memoranda, investment summaries, projections, pro forma financial statements and other materials reasonably required to evaluate the proposed investment, including those that may be reasonably requested by the Tenant after its receipt of the Investment Notice (collectively, the “Investment Materials”). Following delivery of an Investment Notice, Tenant shall have the right, exercisable by delivering written notice to the Management Company within twenty (20) days after their receipt of the Investment Notice (the “Response Period”), to elect to, or to have an Affiliate, invest with such Covered Person (which investment shal...

Right of First Opportunity. (a) If the Customer elects to receive any Additional Service, it shall first request a proposal for the provision of such Additional Service from the Provider. The Provider shall have 30 Business Days (the “Exclusive Tender Period”) to respond to such request for Additional Service and to provide a proposed addendum to the Customer. During the Exclusive Tender Period, the Customer shall not solicit proposals or negotiate with any other third party with respect to such request for Additional Service. Upon receipt of the Provider’s proposal for the Additional Service, the Customer shall consider such proposal and shall negotiate with the Provider in good faith with respect to the possible provision by the Provider of such Additional Services. (b) If, at the end of the Exclusive Tender Period, the Provider and the Customer do not agree on the proposed Addendum, the Customer may solicit proposals from third parties with respect to the Additional Service; provided, however, that the Customer shall not disclose any information received from the Provider, whether verbal or written, in the proposed Addendum or during the Exclusive Tender Period negotiations, and such information shall be subject to the confidentiality terms hereof.

Right of First Opportunity. Provided Tenant has fully and timely performed all of its obligations hereunder, at any time that space adjacent to the Premises on the second floor becomes available for lease after initially having been leased to and occupied by a third party (the “Option Space”), Tenant shall have a right of first opportunity to lease the Option Space (in whole, not in part). When Option Space becomes available, Landlord shall notify Tenant of the size, location and estimated date of availability of the Option Space and the terms on which Landlord is interested in leasing the space. Tenant shall have 5 business days after receipt of Landlord’s notice to notify Landlord whether or not Tenant is interested in leasing the Option Space. If Tenant notifies Landlord that it is interested within that time period, Landlord will negotiate in good faith with Tenant for the next 7 business days to reach agreement on a lease or lease amendment for the Option Space. If the parties are not able to reach agreement and sign a lease or lease amendment for the Option Space within that 7 business day period, Landlord shall be free to lease the space to any other party. This Right of First Opportunity is subject to all rights granted to other tenants as of the date hereof. Similarly, the Option Space shall not be considered available if the then current tenant of that space wishes to remain there via exercise of a renewal right or by negotiation with Landlord.

Right of First Opportunity. In the event that BREA desires to (i) cause the Company to sell one or more Properties but not more than 25 Properties whether directly or through the sale of one or more Company Subsidiaries or Properties (a “Property Sale”), (ii) cause the Company to sell all or a portion of the Company’s interests in more than 25 Properties or Company Subsidiaries owning more than 25 Properties (collectively, a “Portfolio/Company Interest”), whether directly or indirectly through a sale of interests in one or more Company Subsidiaries (including through an initial public offering or merger) or otherwise (a “Portfolio Sale”) or (iii) sell all or substantially all of its direct or indirect interest in the Company (“BREA’s Membership Interest“, and a sale of BREA’s Membership Interest, a “BREA Membership Sale”) to an unaffiliated third party, then, prior to BREA commencing marketing with respect to any such Property Sale, Portfolio Sale or BREA Membership Sale, BREA shall send the Administrative Member a written notice informing the Administrative Member that BREA intends to commence marketing for such transaction (an “Intent to Sell Notice“).

Right of First Opportunity. Landlord hereby grants Tenant a "Right of -------------------------- First Opportunity" to lease any space which becomes available in the One Newport Building (the "Opportunity Space"), which space is legally described in Exhibit "A-8" attached hereto, and delineated on Exhibits "A-9" through "A-12" attached hereto. This Right of First Opportunity is subject to the following terms and conditions: (a) Availability of Opportunity Space. Opportunity Space shall be deemed --------------------------------- available for purposes of triggering Landlord's Notice (as defined below) when one hundred fifty (150) or fewer days remain in the term of any lease of any such Opportunity Space (subject, however, to any existing leases, rights of extension or other option rights of leases existing on the date hereof). If, however, the tenant who has possession of and/or rights to the affected Opportunity Space does not vacate the Opportunity Space at the end of the lease term and if Tenant elects to lease that Opportunity Space, then Landlord shall promptly undertake eviction proceedings to make the space available and pursue them to completion at its cost, but shall have no liability to Tenant for delay in delivering possession of such space. Within three (3) days of Tenant's request, Landlord shall provide Tenant with a list of all anticipated dates and square footages of Opportunity Space which may become available.

Right of First Opportunity. The Physician hereby grants IPA the first opportunity to negotiate Risk Contracts and enter into Risk Contracts with a Plan on behalf of the Physician in accordance with the following terms: a. If the Physician is contacted by a Plan for the purpose of participating in the Plan, or if the Physician desires to participate in a Plan or to renew a contract where the IPA also has a contract with such Plan in effect, in any case after the effective date of this Agreement, the Physician agrees to promptly notify IPA in writing of such offer. IPA will have sixty (60) days from the date of notice to execute a letter of intent to enter into a definitive agreement with the Plan and an additional one hundred twenty (120) days after execution of the letter of intent to negotiate and execute a definitive agreement between IPA and the Plan. The Physician agrees to suspend all negotiations with such Plan during the period in which IPA is conducting negotiations with the Plan. IPA agrees to promptly notify the Physician if IPA decides not to contract with the Plan or is otherwise unable to reach an acceptable agreement with such Plan, and in either such case the Physician may after such notice negotiate and execute a separate agreement with the Plan. IPA will use its best efforts to exercise its right of first refusal in an expeditious manner. b. If IPA is contacted by a Plan for the purpose of entering into an agreement with the Plan, or if IPA contacts a Plan for the purpose of entering into a contract with the Plan, IPA will promptly notify the Physician in writing of such contact. The Physician agrees to suspend or forego separate negotiation of a contract with the Plan during a one hundred twenty (120) day period from the date of such notice, during which time IPA may negotiate a definitive agreement between IPA and the Plan. IPA agrees to promptly notify the Physician if it decides not to contract with the Plan or is otherwise unable to reach an acceptable agreement with such Plan, and in either such case, the Physician may after such notice negotiate and execute a separate agreement with the Plan. c. If the Physician has in effect a contract with a Plan as of the date that IPA first executes a contract with a Plan, then the Physician agrees not to renew such contract as of its expiration date and instead to participate in such Plan through IPA as of such expiration date.

Right of First Opportunity. At any time following the Initial Period, if a Shareholder (the "INITIATOR") desires to sell all of its Shares to a third party, it shall first submit to the other Shareholder (the "RECIPIENT") an internal offer (the "INTERNAL OFFER") to sell all of the Initiator's Shares, which shall set forth the terms and conditions of such sale (including the price per Share) in strict compliance with the terms hereof: 6.2.1 The Recipient shall be entitled by notice in writing to the Initiator within thirty (30) days from the date of receipt of a copy of the Internal Offer, to: (i) acquire the Shares from the Initiator in accordance with the terms and conditions of the Internal Offer; (ii) exercise its tag-along right pursuant to Section 6.3 hereof, in which case the Initiator and the Recipient may sell their Shares to a third party in accordance with this Section 6.2 and with Section 6.3 hereof; or (iii) decline the Internal Offer, in which case the Initiator may sell its Shares on the terms and conditions of (or at a price per Share that is higher than that specified in) the Internal Offer to any third party (save and except that the third party shall enjoy reasonable rights of due diligence) within one hundred and twenty (120) days of receipt or deemed receipt of a written notice that the Recipient has declined the Initial Offer, failing which each of the provisions of this Section 6.2 shall again apply to any proposed sale of Shares. In the event that the Recipient fails to notify the Initiator within the aforesaid thirty (30) days delay, it shall be deemed to have elected to decline the Internal Offer and to have elected not to exercise its tag-along right pursuant to Section 6.3. 6.2.2 An Internal Offer shall not be valid for purposes of this Section 6.2 unless: (i) it is irrevocable and the consideration for the purchase of the Shares shall be exclusively cash; (ii) all Shares sold must be Free and Clear; (iii) the purchaser of the Shares shall assume all of the rights and obligations in respect of the Corporation, the Subsidiaries and under this Agreement, of the Shareholder(s) who is (are) selling its (their) Shares and shall also ensure that any guaranties or other security granted by such Shareholders is (are) released upon closing; (iv) it requires that the purchaser of the Shares obtain on or prior to closing all requisite statutory and regulatory approvals in respect of its acquisition of the Shares to be sold; (v) provide for a closing date no later than...