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.