Right of Prior Negotiation Sample Clauses

Right of Prior Negotiation. (a) Subject to the provisions of paragraph (b) of this Section, in the event that during the Term Sublessor proposes to purchase or purchases all or any part of the Unimproved Property pursuant to the exercise of any right or option on the part of Sublessor or Master Lessor under the Development Agreement (hereinafter referred to as the "Acquired Property"), then Sublessor shall give to Sublessee, prior to offering the Acquired Property to third parties (which shall not include Loral Corporation or any subsidiary or division thereof), notice that it proposes to or has acquired the Acquired Property and a statement of the principal terms and conditions upon which Sublessor proposes to offer the Acquired Property for sale or lease (hereinafter referred to as the "Offered Terms"). Sublessee shall then have the right to elect to purchase or lease the Acquired Property upon the Offered Terms by giving to Sublessor written notice of such election (hereinafter referred to as the "Election Notice") on or prior to the date which shall be thirty (30) days after the date on which Sublessor shall have given its notice of Offered Terms to Sublessee. Time shall be of the essence with respect to the date by which Sublessee must give its Election Notice. In the event that Sublessee shall give to Sublessor its Election Notice within such thirty (30) day period, then Sublessor shall be obligated to sell or lease, and Sublessee shall be obligated to purchase or lease, the Acquired Property on the Offered Terms, and such transaction shall be closed and consummated on a date, at a time and at a location to be designated by Sublessor (subject to Sublessee's reasonable approval) by written notice given to Sublessee at least thirty (30) days prior to such closing date. In the event that Sublessee shall not give its Election Notice to Sublessor wit such thirty (30) day period, or in the event that Sublessee shall be in default in the performance of any of its obligations under this Sublease on the date it gives its Election Notice or on such closing date, then, in such cases, Sublessee's rights under this Section 7.2 shall terminate and shall be of no further force or effect, and Sublessor shall have the right to offer, sell or lease the Acquired Property free of any option, rights or interests on the part of Sublessee pursuant to this Section or otherwise. However, in the event that Sublessor does not sell or lease the Acquired Property on terms "substantially" as favorable to Su...
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Related to Right of Prior Negotiation

  • Termination of Prior Agreement Upon the effectiveness of this Agreement, the Prior Agreement shall terminate and be of no further force and effect, and shall be superseded and replaced in its entirety by this Agreement.

  • Amendment of Prior Agreement The Prior Agreement is hereby amended and restated and superseded in its entirety and restated herein. Such amendment and restatement shall be effective upon the execution of this Agreement by the Company and the parties required for an amendment pursuant to Section 6.6 of the Prior Agreement. Upon such execution, all provisions of, rights granted and covenants made in the Prior Agreement are waived, released and superseded in their entirety by the provisions hereof and shall have no further force or effect.

  • Termination of Prior Agreements The execution of this Agreement shall be deemed to constitute the termination as of the Effective Date of any and all prior agreements between an Acquiring Fund and an Acquired Fund that relates to the investment by any Acquiring Fund in any Acquired Fund in reliance on a participation agreement, exemptive order or other arrangement among the parties intended to achieve compliance with Section 12(d)(1) of the 1940 Act (the “Prior Section 12 Agreements”). The parties hereby waive any notice provisions, conditions to termination, or matters otherwise required to terminate such Prior Section 12 Agreements.

  • Effect of Prior Agreements This Agreement contains the entire understanding between the parties hereto and supersedes any prior employment agreement between the Company or any predecessor of the Company and the Executive.

  • Incorporation of Prior Agreements This Lease and the attachments listed in Section 1.16 contain all agreements of the parties with respect to the lease of the Premises and any other matter mentioned herein. No prior or contemporaneous agreement or understanding pertaining to any such matter shall be effective. Except as otherwise stated in this Lease, Tenant hereby acknowledges that no real estate broker nor Landlord or any employee or agents of any of said persons has made any oral or written warranties or representations to Tenant concerning the condition or use by Tenant of the Premises or the Project or concerning any other matter addressed by this Lease.

  • Incorporation of Prior Agreements; Modifications This Lease is the only agreement between the parties pertaining to the lease of the Property and no other agreements are effective. All amendments to this Lease shall be in writing and signed by all parties. Any other attempted amendment shall be void.

  • No Breach of Prior Agreement I represent that my performance of all the terms of this Agreement and my duties as an employee of the Company will not breach any invention assignment, proprietary information, confidentiality or similar agreement with any former employer or other party. I represent that I will not bring with me to the Company or use in the performance of my duties for the Company any documents or materials or intangibles of a former employer or third party that are not generally available to the public or have not been legally transferred to the Company.

  • Incorporation of Prior Agreements; Amendments This Lease contains all agreements of the parties with respect to any matter mentioned herein. No prior agreement or understanding pertaining to any such matter shall be effective. This Lease may be modified in writing only, signed by the parties in interest at the time of the modification. Except as otherwise stated in this Lease, Lessee hereby acknowledges that neither the real estate broker listed in Paragraph 15 hereof nor any cooperating broker on this transaction nor the Lessor or any employees or agents of any of said persons has made any oral or written warranties or representations to Lessee relative to the condition or use by Lessee of said Premises and Lessee acknowledges that Lessee assumes all responsibility regarding the Occupational Safety Health Act, the legal use and adaptability of the Premises and the compliance thereof with all applicable laws and regulations in effect during the term of this Lease except as otherwise specifically stated in this Lease.

  • Merger of Prior Agreements This Agreement and the exhibits hereto constitute the entire agreement between the parties and supersede all prior agreements and understandings between the parties relating to the subject matter hereof.

  • Amendment and Restatement of Prior Agreement The Prior Agreement is hereby amended and restated in its entirety as set forth herein. Such amendment and restatement is effective upon the execution of this Agreement on the date hereof by the Company and certain of the Prior Investors who are party hereto, pursuant to Section 5.5 of the Prior Agreement. Upon such execution, all provisions of, rights granted and covenants made in the Prior Agreement are hereby waived, released and superseded in their entirety and shall have no further force or effect, including, without limitation, all rights of first refusal and any notice period associated therewith otherwise applicable to the transactions contemplated by the Purchase Agreement.

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