Common use of Right of Last Refusal Clause in Contracts

Right of Last Refusal. The Buyer shall have a right of last refusal on all Reserved Rights. The term "Right of Last Refusal" means that if Buyer and Script Owner fail to reach an agreement pursuant to Buyer's right of first negotiation, and Script Owner makes and/or receives any bona fide offer to license, lease and/or purchase the particular Reserved Right or any interest therein ("Third Party Offer"), and if the proposed purchase price and other material terms of a Third Party Offer are no more favorable to Script Owner than the terms which were acceptable to Buyer during the first negotiation period, Script Owner shall notify Buyer, by registered mail or telegram, if Script Owner proposes to accept such Third Party Offer, the name of the offerer, the proposed purchase price, and other terms of such Third Party Offer. During the period of thirty (30) days after Buyer's receipt of such notice, Buyer shall have the exclusive option to license, lease and/or purchase, as the case may be, the particular Reserved Right or interest referred to in such Third Party Offer, at the same purchase price and upon the same terms and conditions as set forth in such notice. If Buyer elects to exercise thereof by registered mail or telegram within such thirty (30) day period, failing which Script Owner shall be free to accept such Third Party Offer; provided that if any such proposed license, lease and/or sale is not consummated with a third party within thirty (30) days following the expiration of the aforesaid thirty (30) day period, Buyer's Right of Last Refusal shall revive and shall apply to each and every further offer or offers at any time received by Script Owner relating to the particular Reserved Right or any interest therein; provided, further, that Buyer's option shall continue in full force and effect, upon all of the terms and conditions of this paragraph, so long as Script Owner retains any rights, title or interests in or to the particular Reserved Right. Buyer's Right of Last Refusal shall inure to the benefit of Buyer, its successors and assigns, and shall bind Script Owner and Script Owner's heirs, successors and assigns.

Appears in 8 contracts

Samples: Script Purchase Agreement, Script Purchase Agreement (BLVD Holdings Inc), Script Purchase Agreement (BLVD Holdings Inc)

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Right of Last Refusal. The Buyer shall have a right of last refusal on all Reserved Rights. The term "Right of Last Refusal" means that if Buyer PGE and Script Owner the Seller fail to reach an agreement pursuant to Buyer's PGE’s right of first negotiation, and Script Owner the Seller makes and/or receives any bona fide offer to license, lease and/or purchase the particular Reserved Right or any interest therein ("Third a “Third-Party Offer"), and if the proposed purchase price and other material terms of a Third Third-Party Offer are no more favorable to Script Owner the Seller than the terms which were acceptable to Buyer PGE during the first negotiation period, Script Owner shall the Seller will notify BuyerPGE, by registered mail or telegram, if Script Owner the Seller proposes to accept such Third Third-Party Offer, the name of the offerer, the proposed purchase price, and other terms of such Third Third-Party Offer. During the period of thirty (30) 30 days after Buyer's PGE’s receipt of such notice, Buyer shall PGE will have the exclusive option to license, lease and/or purchase, as the case may be, the particular Reserved Right or interest referred to in such Third Third-Party Offer, at the same purchase price and upon the same terms and conditions as set forth in such notice. If Buyer PGE elects to exercise thereof by registered mail or telegram within such thirty (30) day period, failing which Script Owner shall the Seller will be free to accept such Third Third-Party Offer; provided that if any such proposed license, lease and/or sale is not consummated with a third party within thirty (30) 90 days following the expiration of the aforesaid thirty (30) 30 day period, Buyer's PGE’s Right of Last Refusal shall will revive and shall will apply to each and every further offer or offers at any time received by Script Owner the Seller relating to the particular Reserved Right or any interest therein; provided, further, that Buyer's PGE’s option shall will continue in full force and effect, upon all of the terms and conditions of this paragraph, so long as Script Owner the Seller retains any rights, title or interests interest in or to the particular Reserved Right. Buyer's PGE’s Right of Last Refusal shall will inure to the benefit of BuyerPGE, its successors and assigns, and shall will bind Script Owner the Seller and Script Owner's the Seller’s heirs, successors and assigns.

Appears in 5 contracts

Samples: Literary Purchase Agreement (Pacific Gold Entertainment Inc.), Option & Literary Purchase Agreement (Pacific Gold Entertainment Inc.), Literary Purchase Agreement (Pacific Gold Entertainment Inc.)

Right of Last Refusal. The Buyer Purchaser shall have a right of last refusal on all Reserved Rights. The term "Right of Last Refusal" means that if Buyer Purchaser and Script Owner fail to reach an agreement pursuant to BuyerPurchaser's right of first negotiation, and Script Owner makes and/or receives any bona fide offer to license, lease and/or purchase the particular Reserved Right or any interest therein ("Third Party Offer"), and if the proposed purchase price and other material terms of a Third Party Offer are no more favorable to Script Owner than the terms which were acceptable to Buyer Purchaser during the first negotiation period, Script Owner shall notify BuyerPurchaser, by registered mail or telegram, if Script Owner proposes to accept such Third Party Offer, the name of the offerer, the proposed purchase price, and other terms of such Third Party Offer. During the period of thirty (30) days after BuyerPurchaser's receipt of such notice, Buyer Purchaser shall have the exclusive option to license, lease and/or purchase, as the case may be, the particular Reserved Right or interest referred to in such Third Party Offer, at the same purchase price and upon the same terms and conditions as set forth in such notice. If Buyer Purchaser elects to exercise thereof by registered mail or telegram within such thirty (30) day period, failing which Script Owner shall be free to accept such Third Party Offer; provided that if any such proposed license, lease and/or sale is not consummated with a third party within thirty (30) days following the expiration of the aforesaid thirty (30) day period, BuyerPurchaser's Right of Last Refusal shall revive and shall apply to each and every further offer or offers at any time received by Script Owner relating to the particular Reserved Right or any interest therein; provided, further, that BuyerPurchaser's option shall continue in full force and effect, upon all of the terms and conditions of this paragraph, so long as Script Owner retains any rights, title or interests in or to the particular Reserved Right. BuyerPurchaser's Right of Last Refusal shall inure to the benefit of BuyerPurchaser, its successors and assigns, and shall bind Script Owner and Script Owner's heirs, successors and assigns.

Appears in 3 contracts

Samples: Option/Purchase Agreement, Option/Purchase Agreement, Option/Purchase Agreement (Writers Group Film Corp)

Right of Last Refusal. The Buyer shall have a right of last refusal on all Reserved Rights. The term "Right of Last Refusal" means that if Buyer and Script Owner Writer fail to reach an agreement pursuant to Buyer's right of first negotiation, and Script Owner Writer makes and/or receives any bona fide offer to license, lease and/or purchase the particular Reserved Right or any interest therein ("Third Party Offer"), and if the proposed purchase price and other material terms of a Third Party Offer are no more favorable to Script Owner Writer than the terms which were acceptable to Buyer during the first negotiation period, Script Owner Writer shall notify Buyer, by registered mail or telegram, if Script Owner Writer proposes to accept such Third Party Offer, the name of the offerer, the proposed purchase price, and other terms of such Third Party Offer. During the period of thirty (30) days after BuyerXxxxx's receipt of such notice, Buyer shall have the exclusive option to license, lease and/or purchase, as the case may be, the particular Reserved Right or interest referred to in such Third Party Offer, at the same purchase price and upon the same terms and conditions as set forth in such notice. If Buyer elects to exercise thereof by registered mail or telegram within such thirty (30) day period, failing which Script Owner Writer shall be free to accept such Third Party Offer; provided that if any such proposed license, lease and/or sale is not consummated with a third party within thirty (30) days following the expiration of the aforesaid thirty (30) day period, Buyer's Right of Last Refusal shall revive and shall apply to each and every further offer or offers at any time received by Script Owner Writer relating to the particular Reserved Right or any interest therein; provided, further, that BuyerXxxxx's option shall continue in full force and effect, upon all of the terms and conditions of this paragraph, so long as Script Owner Writer retains any rights, title or interests in or to the particular Reserved Right. BuyerXxxxx's Right of Last Refusal shall inure to the benefit of BuyerXxxxx, its successors and assigns, and shall bind Script Owner Writer and Script OwnerWriter's heirs, successors and assigns.

Appears in 1 contract

Samples: Agreement

Right of Last Refusal. The Buyer shall have a right of last refusal on all Reserved Rights. The term "Right of Last Refusal" means that if Buyer and Script Owner Seller fail to reach an agreement pursuant to Buyer's ’s right of first negotiation, and Script Owner Seller makes and/or receives any bona fide offer to license, lease and/or purchase the particular Reserved Right or any interest therein ("Third Party Offer"), and if the proposed purchase price and other material terms of a Third Party Offer offer are no more favorable to Script Owner Seller than the terms which were acceptable to Buyer during the first negotiation period, Script Owner Seller shall notify Buyer, by registered mail or telegram, if Script Owner Seller proposes to accept such Third Party Offer, the name of the offerer, the proposed purchase price, and other terms of such Third Party Offer. During the period of thirty (30) days after Buyer's ’s receipt of such notice, Buyer shall have the exclusive option to license, lease and/or purchase, as the case may be, the particular Reserved Right or interest referred to in such Third Party Offer, at the same purchase price and interest referred to in such Third Party Offer, at the same purchase price and upon the same terms and conditions condit9ions as set forth in such notice. If Buyer elects to exercise thereof by registered mail or telegram within such thirty (30) 120 day period, failing which Script Owner Seller shall be free to accept such Third Party Offer; provided that if any such proposed license, lease and/or sale is not consummated with a third party within thirty (30) 120 days following the expiration of the aforesaid thirty (30) 120 day period, Buyer's ’s Right of Last Refusal last refusal shall revive and shall apply to each and every further offer or offers at any time received by Script Owner Seller relating to the particular Reserved Right or any interest therein; provided, further, that Buyer's ’s option shall continue in full force and effect, upon all of the terms and conditions of this paragraph, so long as Script Owner Seller retains any rights, title or interests in or to the particular Reserved Right. Buyer's ’s Right of Last Refusal shall inure to the benefit of Buyer, its successors and assigns, and shall bind Script Owner Seller and Script Owner's Seller’s heirs, successors and assigns.

Appears in 1 contract

Samples: Literary Option and Purchase Agreement

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Right of Last Refusal. The Buyer shall have a right of last refusal on all Reserved Rights. The term "Right of Last Refusal" means that if Buyer and Script Owner Seller fail to reach an agreement pursuant to Buyer's ’s right of first negotiation, and Script Owner Seller makes and/or receives any bona fide offer to license, lease and/or purchase the particular Reserved Right or any interest therein ("Third Party Offer"), and if the proposed purchase price and other material terms of a Third Party Offer offer are no more favorable to Script Owner Seller than the terms which were acceptable to Buyer during the first negotiation period, Script Owner Seller shall notify Buyer, by registered mail or telegram, if Script Owner Xxxxxx proposes to accept such Third Party Offer, the name of the offerer, the proposed purchase price, and other terms of such Third Party Offer. During the period of thirty (30) days after Buyer's Xxxxx’s receipt of such notice, Buyer shall have the exclusive option to license, lease and/or purchase, as the case may be, the particular Reserved Right or interest referred to in such Third Party Offer, at the same purchase price and interest referred to in such Third Party Offer, at the same purchase price and upon the same terms and conditions condit9ions as set forth in such notice. If Buyer elects to exercise thereof by registered mail or telegram within such thirty (30) 120 day period, failing which Script Owner Seller shall be free to accept such Third Party Offer; provided that if any such proposed license, lease and/or sale is not consummated with a third party within thirty (30) 120 days following the expiration of the aforesaid thirty (30) 120 day period, Buyer's Xxxxx’s Right of Last Refusal last refusal shall revive and shall apply to each and every further offer or offers at any time received by Script Owner Seller relating to the particular Reserved Right or any interest therein; provided, further, that Buyer's Xxxxx’s option shall continue in full force and effect, upon all of the terms and conditions of this paragraph, so long as Script Owner Seller retains any rights, title or interests in or to the particular Reserved Right. Buyer's ’s Right of Last Refusal shall inure to the benefit of Buyer, its successors and assigns, and shall bind Script Owner Xxxxxx and Script Owner's Xxxxxx’s heirs, successors and assigns.

Appears in 1 contract

Samples: Literary Option and Purchase Agreement

Right of Last Refusal. The Buyer shall have Purchaser is hereby granted a right Right of last refusal on Last Refusal in regard to any and all Reserved Rightsrights granted to Purchaser hereunder which may, in any manner, in whole or in part, revert to Owner or to anyone succeeding Owner. The term "Right of Last Refusal" means that if Buyer Purchaser and Script Owner fail to reach an agreement pursuant to BuyerPurchaser's right of first negotiation, and Script Owner makes and/or receives any bona fide offer to license, lease and/or purchase the particular Reserved Right or any interest therein ("Third Party Offer"), and if the proposed purchase price and other material terms of a Third Party Offer are no more favorable to Script Owner than the terms which were acceptable to Buyer during the first negotiation period, Script Owner shall notify BuyerPurchaser, by registered mail or telegram, if Script Owner proposes to accept such Third Party Offer, the name of the offererofferor, the proposed purchase price, and other terms of such Third Party Offer. During the period of thirty (30) days after BuyerPurchaser's receipt of such notice, Buyer Purchaser shall have the exclusive option to license, lease and/or purchase, as the case may be, the particular Reserved Right or interest referred to in such Third Party Offer, at the same purchase price and upon the same terms and conditions as set forth in such notice. If Buyer Purchaser elects to exercise the right to purchase such Reserved Right, Purchaser shall notify Owner of the exercise thereof by registered mail or telegram within such thirty (30) day period, failing which Script Owner shall be free to accept such Third Party Offer; provided that if any such proposed license, lease and/or sale is not consummated with a third party within thirty (30) days following the expiration of the aforesaid thirty (30) day period, BuyerPurchaser's Right of Last Refusal last refusal shall revive and shall apply to each and every further offer or offers at any time received by Script Owner relating to the particular Reserved Right or any interest therein; provided, further, that BuyerPurchaser's option shall continue in full force and effect, upon all of the terms and conditions of this paragraph, so long as Script Owner retains any rights, title or interests in or to the particular Reserved Right. BuyerPurchaser's Right of Last Refusal shall inure to the benefit of BuyerPurchaser, its successors and assigns, and shall bind Script Owner and Script Owner's heirs, successors and assigns.

Appears in 1 contract

Samples: Option and Acquisition Agreement (Film & Music Entertainment, Inc.)

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