Common use of Right of Last Look Clause in Contracts

Right of Last Look. If (i) WM fails to make a First Offer during the First Offer Period, (ii) the Supplied Party rejects the First Offer or (iii) the First Offer Acceptance Period expires without the Supplied Party’s acceptance of the First Offer as set forth in Section 3.1(b), the Supplied Party shall be entitled to approach and negotiate with third parties for supply of the amounts of Feedstock Waste to satisfy the Feedstock Requirements. If the Supplied Party receives a bona fide written offer from a third party for the supply of the Feedstock Waste (a “Third Party Offer”) which it deems acceptable, the Supplied Party shall promptly submit evidence to WM of such Third Party Offer, and WM shall have 10 days from receipt thereof (the “Third Party Offer Notice Period”) to give notice to the Supplied Party of whether it shall match the Third Party Offer and supply to the Supplied Party the Feedstock Waste on the terms and conditions as set forth in the Third Party Offer. If WM gives notice that it shall match the Third Party Offer, then WM and the Third Party shall proceed with the execution and delivery of a supply agreement in accordance with Section 5. If WM gives notice to the Supplied Party that it declines to match the Third Party Offer, or WM fails to timely respond to the Third Party Offer within the Third Party Offer Notice Period, the Supplied Party may proceed with the execution and delivery of an agreement to purchase Feedstock Waste from the third party supplier in accordance with the terms of the Third Party Offer, subject to the Minimum Feedstock Waste Pricing Terms set forth in Section 3.3; provided that such agreement must be executed and delivered within 30 days after the expiration of all applicable periods set forth above (the “Third Party Offer Acceptance Period”). If the Supplied Party does not execute and deliver an agreement with such third party prior to the expiration of the Third Party Offer Acceptance Period, then the Supplied Party may not enter into any agreement for, or solicit or negotiate offers for, the supply of Feedstock Waste from any third party without complying again in full with the provisions of Section 3, including, without limitation, the delivery of a new First Offer Notice to WM with respect to the proposed supply of Feedstock Waste.

Right of Last Look. If The parties hereto agree that, from the date hereof through and including the Facility Maturity Date: (ia) WM fails if Freedom Financial or any of its Affiliates and any potential purchaser propose to make a First Offer during the First Offer Period, (ii) the Supplied Party rejects the First Offer or (iii) the First Offer Acceptance Period expires without the Supplied Party’s acceptance of the First Offer as set forth in Section 3.1(b), the Supplied Party shall be entitled to approach and negotiate with third parties for supply of the amounts of Feedstock Waste to satisfy the Feedstock Requirements. If the Supplied Party receives a bona fide written offer from a third party for the supply of the Feedstock Waste (a “enter into any Third Party Offer”) which it deems acceptableSale, the Supplied Party shall promptly submit evidence to WM of Freedom Financial and any such Third Party OfferAffiliates shall, and WM shall have 10 days from receipt thereof (the “Third Party Offer Notice Period”) to give notice to the Supplied Party of whether it shall match the Third Party Offer and supply to the Supplied Party the Feedstock Waste on the terms and conditions of this Section 9.16, either (i) offer ReMark and its Affiliates a right of last look with respect to such proposed Third Party Sale in accordance with subparagraph (b) below or (ii) remit a prepayment fee to ReMark equal to one percent (1.00%) of the Outstanding Principal Balance of the Pledged Receivables to be sold in such Third Party Sale at or prior to the closing thereof; provided, that any Third Party Sale effected pursuant to clause (ii) above shall require the prior written consent of the Lender; (b) if Freedom Financial proposes to enter into a proposed Third Party Sale, Freedom Financial shall send a written notice (the “Proposed Sale Notice”) to the ReMark, at least 15 Business Days before the proposed date of the effectiveness of the related Third Party Sale, setting forth in detail satisfactory to ReMark the terms and conditions of the proposed Third Party Sale (the “Proposed Sale Arrangement”); (c) at any time within the 15 Business Days after the date on which ReMark receives the Proposed Sale Notice, ReMark may exercise the right of last look provided under this Section 9.16 by delivering a notice (the “Last Look Exercise Notice”) to Freedom Financial, and if ReMark does not deliver a timely Last Look Exercise Notice, ReMark shall be deemed to have irrevocably waived its right to exercise the right of last look provided by this Section 9.16 with respect to the Third Party Sale that is the subject of the Proposed Sale Notice, and Freedom Financial shall be permitted to enter into the Third Party Sale without the payment of any prepayment fee to ReMark; (d) to the extent ReMark exercises its right of last look under this Section 9.16, the Third Party Sale with ReMark shall be on the same terms and conditions, including the date of effectiveness, as were applicable to the Proposed Sale Arrangement as set forth in the Proposed Sale Notice; and (e) the foregoing provisions of this Section 9.16 shall not apply to any proposed Third Party Offer. If WM gives notice that it shall match the Third Party Offer, then WM Sale between a purchaser and the Third Party shall proceed with the execution and delivery of a supply agreement in accordance with Section 5. If WM gives notice to the Supplied Party that it declines to match the Third Party Offer, or WM fails to timely respond to the Third Party Offer within the Third Party Offer Notice Period, the Supplied Party may proceed with the execution and delivery of an agreement to purchase Feedstock Waste from the third party supplier in accordance with the terms of the Third Party Offer, subject to the Minimum Feedstock Waste Pricing Terms set forth in Section 3.3; provided that such agreement must be executed and delivered within 30 days after the expiration of all applicable periods set forth above (the “Third Party Offer Acceptance Period”). If the Supplied Party does not execute and deliver an agreement with such third party prior to the expiration of the Third Party Offer Acceptance Period, then the Supplied Party may not enter into any agreement for, or solicit or negotiate offers for, the supply of Feedstock Waste from any third party without complying again in full with the provisions of Section 3, including, without limitation, the delivery of a new First Offer Notice to WM with respect to the proposed supply of Feedstock Waste.TCG