ROFO. With respect to an Interest Sale, Hotel Sale or Portfolio Sale, the Sale Notice shall constitute an offer by the Initiating Member (i) in the case of an Interest Sale, to sell its entire Membership Interest to the Other Member for the Sale Price, or (ii) in the case of a Hotel Sale, to cause the Company to sell the Hotels that are the subject of such Hotel Sale or the ownership interest in the Venture Vehicle(s) which owns such Hotel(s) to the Other Member (or its designee) for the aggregate Sale Price of each Hotel, or (iii) in the case of a Portfolio Sale, to cause the Company to sell the entire Portfolio (either by a transfer of all the Hotels or a transfer of all the ownership interests in the Existing Venture Vehicles which own all the Hotels) to the Other Member for the Sale Price; provided, however, with respect to clause (iii) above, in lieu of the Sale Price, the Other Member may elect to purchase the Initiating Member’s Membership Interests in the Company for the Allocated ROFO Price (in each case, the “ROFO Price”). The Other Member shall have sixty (60) days after its receipt of such Sale Notice to provide a written response to the Initiating Member that it has elected either to accept (such response, a “ROFO Acceptance”) or reject the Initiating Member’s offer (and in the case of a Hotel Sale, the Other Member may elect to purchase all or some of the Hotels which are subject to the applicable Sale Notice). No later than one (1) Business Day after delivery of a ROFO Acceptance, the Other Member shall deliver a cash deposit in an amount equal to one percent (1%) of the applicable ROFO Price (a “ROFO Deposit”) to a title company mutually acceptable to the Members located in New York, New York (and in the case of a Hotel Sale where the Other Member elects to purchase less than all of the Hotels offered by the Initiating Member pursuant to the Sale Notice, the ROFO Price shall be adjusted accordingly). The failure of the Other Member to deliver the ROFO Deposit within one (1) Business Day shall result in the ROFO Acceptance being deemed ineffective automatically, and without any additional action required by the Initiating Member. The failure of the Other Member to deliver a ROFO Acceptance (and the corresponding ROFO Deposit) within such sixty (60) day period (or sixty-one (61) day period, with respect to a deposit timely delivered after a ROFO Acceptance delivered on the sixtieth (60th) day) shall be deemed an election by the Other Member to reje...
ROFO. During the Term, Developer shall not sell, transfer or otherwise convey, or agree to sell, transfer or otherwise convey, except in connection with a joint venture or other financing arrangement to which Developer is a party, all or any portion of a tower (including the related Tower Assets and Site if such tower were a “Development Tower” or an “Acquisition Tower” under this Agreement), or any group of towers or any interest therein, located in the Territory, to any Person unless Developer has first offered to sell, transfer and convey the tower(s) (including the related Tower Assets and Site) to [***] by written notice (the “Sale Notice”). Any tower previously tendered to and rejected by [***] as described in this Agreement (each a “Rejected Tower”) shall be exempt from the terms of this Section 2(a)(iii), provided that such exemption shall not apply if Developer proposes to include any Rejected Tower in an offer to any Person that combines such Rejected Tower with any other tower or group of towers that is subject to this Section 8 (the “Renewed ROFO”). The Sale Notice shall include (A) a description of the proposed tower(s) and (B) the price and other terms and conditions on which it is willing to sell such tower(s). Upon receipt by [***] of the Sale Notice and continuing for twenty (20) days thereafter (the “Exercise Period”), [***] shall have the right, exercisable by giving written notice (the “Exercise Notice”) to Developer, to purchase all (but not less than all, except any tower(s) for which Defects are identified during due diligence) of the tower(s) (including the related Tower Assets and Sites) described in the Sale Notice from Developer on terms and conditions set forth in the Sale Notice. In the event [***] purchases the tower(s) pursuant to this Section 2(a)(iii), the Parties shall negotiate an Asset Purchase Agreement containing at least the same terms and conditions contemplated in the Sale Notice. Unless the Parties otherwise agree, the closing of any purchase of tower(s) shall occur five (5) Business Days after all third-party consents (including governmental approvals) are obtained. As to any tower(s) [***] does not exercise its right to purchase, Developer shall be free, during the [***] period following the Sale Notice (together with any reasonable and bona fide extensions of time required to complete the closing of an agreement made binding during such [***] period), to sell and convey the tower(s) to a bona fide third-party upon the...
ROFO. As used herein, the term “ROFO Period” means that period of time: (1) commencing on the first to occur of the 11th Floor Commencement Date or the 12th Floor Commencement Date; and (2) ending on June 30, 2017 or, if Tenant duly exercises its Option pursuant to Section 2.2 below, ending on June 30, 2019. Tenant shall have a right of first offer (“ROFO”) to lease space (each, a “ROFO Space”) that becomes available on the 6th Floor, the 7th Floor, the 8th Floor and the 10th Floor during the ROFO Period, on the terms and conditions contained in this Section 1.4, and subject to all of the following conditions and limitations: (1) the ROFO shall terminate and be null and void if Tenant assigns this Lease to any party other than to a Permitted Transferee; (2) the ROFO shall not be in effect during any period of time in which fifty percent (50%) or more of the rentable square feet then contained in the Premises are subleased to any party other than to a Permitted Transferee; (3) the ROFO shall be of no force or effect during any period of time in which an Event of Default by Tenant exists under this Lease; and (4) the ROFO is subject and subordinate to any and all rights (including, without limitation, leases, options to renew or extend and rights of first offer, first negotiation, first refusal or other expansion rights) held with respect to such space by other tenants of the Building (and their assignees and successors, to the extent that such assignees and successors have the right to exercise such rights) as of the date of this Lease. With respect to the 10th Floor, Tenant acknowledges and agrees that Intuit is a tenant with superior rights, as described in clause (4) above, notwithstanding that, as of the date of this Lease, Intuit might not yet have executed its lease amendment adding the 10th Floor to its premises. For the avoidance of doubt, the ROFO shall terminate upon the expiration of the ROFO Period. Not later than 30 days after the mutual execution and delivery of this Lease, Landlord or Landlord’s Broker shall provide Tenant with a list (the “ROFO List”) of the tenants that Landlord believes in good faith (but without representation or warranty) have rights (including, without limitation, leases, options to renew or extend and rights of first offer, first negotiation, first refusal or other expansion rights) to the 6th Floor, the 7th Floor, the 8th Floor and the 10th Floor that are superior to Tenant’s ROFO. Tenant acknowledges and agrees that the RO...
ROFO. If, during the Lease Term, (a) Landlord determines to offer all or any portion of the Property to the market (“Take to Market”) for sale; or (b) Landlord receives a bona fide, unsolicited offer from an unrelated third party (an “Unsolicited Offer”; the third party making such Unsolicited Offer, the “Unsolicited Offeror”) to purchase all or any portion of the Property (such portion of the Property, the “Offered Property”), then (A) in the Take to Market scenario, Landlord will notify Tenant, before taking the Offered Property to the market, of the terms upon which Landlord intends to offer the Offered Property for sale to the market; and (B) in the Unsolicited Offer scenario, if Landlord intends to accept an Unsolicited Offer, Landlord will first provide Tenant, before entering into any agreement with the Unsolicited Offeror, a copy of the written offer from the Unsolicited Offeror (in either such scenario, such notification from Landlord to Tenant, the “ROFO Purchase Notice”). Landlord shall not submit a ROFO Purchase Notice before Substantial Completion (defined in the Work Letter, Addendum [X]) under either the Take to Market or Unsolicited Offeror scenario. For avoidance of doubt, Landlord shall not Take to Market or accept an Unsolicited Offer before Substantial Completion and before submittal of a ROFO Purchase Notice to Tenant. At the time Landlord delivers a ROFO Purchase Notice, Landlord will also deliver to Tenant a purchase agreement containing the economic terms set forth in the ROFO Purchase Notice, and the following additional terms (the “ROFO/ROFR Purchase Agreement”): (i) a feasibility period of thirty (30) days, with Tenant having a right of termination during such period; (ii) closing to occur within fifteen (15) Business Days after waiver by Tenant, or expiration, of its feasibility period; (iii) for closing costs to be paid as is customary for the area in which the Property is located; (iv) that Tenant may assign the purchase agreement to any third party without Landlord consent; and (v) standard representations and warranties by Landlord with respect to authority and ownership of the Property. If a contract for sale is required by Legal Requirements to be identified or agreed upon in order for Tenant’s ROFO to be enforceable, the parties agree to use a broker-standard form promulgated by the applicable broker’s association in the area where the Property is located, but incorporating the terms set forth above.
ROFO. 4.3.1. Prior to engaging (directly or through a subsidiary) in any substantive negotiation with a third party regarding any proposed transfer of any Non Wound Care Assets or any portion of the Non Wound Care Business, PTG must deliver a written notice to HLTT setting forth its intent to negotiate (such notice, a “Transaction Notice”). The Transaction Notice need not set forth the identity of the third party but must set forth the assets and/or business the negotiations are expected to cover. Upon receipt of the Transaction Notice, HLTT shall have 30 days (the “Offer Period”) in which to make a firm offer to purchase the assets and/or business set forth in the Transaction Notice (an “Offer”). Upon receipt of the Offer and during the Offer Period, PTG and HLTT shall engage in non-binding discussions and negotiations in good faith to attempt to agree on definitive terms acceptable to both Parties, in their sole and absolute discretion, for the purchase of the applicable Non Wound Care Business or Assets to HLTT or a subsidiary of HLTT. If, by the end of the Offer Period, the Parties have not agreed to definitive terms for the transfer purchase and sale, PTG will have the right, within the 270 days following such Offer Period (the “Third Party Transfer Period”), to consummate a transfer of such Non Wound Care Business or Assets to a third party (or agree in writing to undertake such transfer to a third Party) in accordance with the terms of Section 4.3.2.
ROFO. The following provisions shall be added to the Ground Lease as new Section 26.20 immediately following Section 26.19:
ROFO. Rent Notice”) of Lessor’s determination of Addendum No. 5 ROFO Rate within ten (10) days after receiving Lessee’s Xxxxxxxx Xx. 0
ROFO. If Alnylam or any of its Affiliates seek, directly or indirectly in conjunction with a Third Party (with limited exceptions), or to license a Third Party (with limited exceptions) the right, to Discover, Develop, Commercialize or Manufacture any RNAi Compounds or RNAi Products directed at a Target(s), Alnylam must first provide written notice to Novartis. Novartis has a period of time to accept or reject the opportunity. If Novartis rejects an opportunity for a program for which no IND has been filed in the US or Major Market Countries, or Novartis and Alnylam are unable to come to terms on a post-IND program, Alnylam may, within a specified period of time, enter an agreement with a Third Party, which can be no more favorable overall to such Third Party than those offered to Novartis under Section 2.6(c)(i). (Sections 2.6(b) and (c)) • In-Licensing IP: To the extent applicable, Alnylam must comply with Sections 2.6(b) and (c) when acquiring or licensing rights from Third Parties. In the course of acquiring or licensing additional Broad RNAi Intellectual Property or any other Alnylam Intellectual Property covering a Collaboration Product, Alnylam must use its best efforts to ensure that such rights include the right to sublicense to Novartis such Broad RNAi Intellectual Property or other Alnylam Intellectual Property. (Sections 2.6(d), 3.1(f))
ROFO. (a) Makai shall have the right to cause the Company to sell the Company Property at any time, provided that if the Getty Entity shall not have previously defaulted under this Section 9.05, and is not then in default hereunder, then (i) prior to any such sale which constitutes a sale in bulk of all of the Company’s assets, together with the assets held by KD Kukio Resorts, LLLP and KD Maninf owali, LLLP (collectively, the “Group Company Property”), Makai shall notify the NY 77646119v1 Getty Entity in writing of the intended sale of the Group Company Property pursuant to a written notice (the “Sale Notice”) which sets forth Makai’s intended sales price for the Group Company Property at the time the Sale Notice is given (the “Proposed Price”) and other proposed terms (the “Proposed Terms”) of such sale, and (ii) for the period commencing with the giving of the Sale Notice and terminating 30 days thereafter (the “ROFO Period”), the Getty Entity shall have the opportunity to purchase the Group Company Property, at a price equal to or in excess of the Proposed Price and on terms no less advantageous to the Company than the Proposed Terms. If the Getty Entity fails to accept the terms set forth in the Sale Notice, then Makai shall be free to compel the Company to sell the Group Company Property, or any portion thereof, but only if such sale is consummated within 270 days after the expiration of the ROFO Period (the “Sale Period”) at a price equal to or greater than 80% of the Proposed Price (prorated if the sale is of only a portion of the Group Company Property). If the Getty Entity accepts the terms of the Sale Notice, then the Getty Entity shall be required to consummate such sale within 30 days after the date of the Sale Notice, and the Getty Entity shall have no further rights under this Section 9.05(a).
ROFO. At any time after the Commercial Operation Date,
