Seller’s Right to Sell to Third Parties Sample Clauses

Seller’s Right to Sell to Third Parties. If (1) for any reason Buyer (a) fails to reach agreement with Seller on the final terms of an applicable ROFO PSA within ninety (90) days after receipt of Seller’s ROFO Notice, or (b) fails to obtain the approval of such ROFO PSA from Buyer’s governing commission or board (and provide a copy thereof to Seller) within one hundred twenty-five (125) days after receipt of Seller’s ROFO Notice or (c) fails to obtain any necessary approval(s) of such ROFO PSA from Buyer’s members (and provide a copy thereof to Seller), and actually execute and deliver to Seller such ROFO PSA, within one hundred seventy (170) days after receipt of Seller’s ROFO Notice; or (2) for any reason Buyer does not accept Seller’s offer to sell Expansion Plant Output within ninety (90) days of Buyer’s receipt of Seller’s offer therefor under Section 3.5(b), then and in any such case under preceding clauses (1) or (2), as applicable, Seller shall be free to offer to sell such Assets, or Expansion Plant Output to one or more third parties at a price and on other terms and conditions which, taken as a whole, are at least as favorable to Seller as the price and other terms and conditions set forth in Seller’s last offer to Buyer therefor. If Seller sells such Assets or Expansion Plant Output to a third party, Seller shall promptly provide to Buyer a written officer's certificate by which an officer of Seller certifies that the terms and conditions of sale of such Assets or Expansion Plant Output to such third party, taken as a whole, are at least as favorable to Seller as the price and other terms and conditions set forth in Seller’s last offer to Buyer, and Seller shall provide Buyer a summary of the relevant third party contract and any other supporting documentation necessary to support such certification. Upon the sale of such Assets or Expansion Plant Output in compliance with this Agreement, Buyer shall have no further rights to be offered or to purchase such Assets or Expansion Plant Output. Buyer’s refusal to purchase specific Assets or Expansion Plant Output from one Expansion Plant shall not affect Buyer’s right to purchase other Assets the Seller subsequently wishes to sell, or Buyer’s right to purchase the Expansion Plant Output from a later Expansion Plant under the terms of this Agreement. Prior to the termination of this Agreement, Seller shall not sell Assets nor provide Buyer’s Expansion Plant Output to any third party unless it can do so without compromising in any material w...
Sample 1
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Seller’s Right to Sell to Third Parties. If Buyer does not notify Seller in writing within ninety (90) calendar days of receipt of Seller’s offer stating that Buyer accept Seller’s offer to purchase all of the Expansion Plant Output, Seller shall be free to offer to sell the Expansion Plant Output to one or more third parties at a price and on other terms and conditions which, taken as a whole, are at least as favorable to Seller as the price and other terms and conditions set forth in Seller’s offer to Buyer; provided, however, that Buyer’s refusal of Expansion Plant Output from one Expansion Plant shall not affect Buyer’s right to be offered the Expansion Plant Output from a later Expansion Plant.
Sample 1

Related to Seller’s Right to Sell to Third Parties

  • Sale to Third Party If the Company, after receiving the Sale Notice, fails to exercise its option as provided in Section 3.2, or if it declines to exercise the same, the Participant shall be entitled to transfer the Vested Shares to the third party on the terms contained in the Offer, and shall be entitled to have his Vested Shares transferred on the books of the Company, but only if the third party purchaser agrees to be bound by the terms of this Agreement applicable to Vested Shares. If the Participant fails to close the transfer of his Vested Shares within sixty (60) days after the option of the Company has expired or been waived, the restrictions contained in this Article III shall again apply and must be met prior to effecting any transfer of Vested Shares. Any transfer of Vested Shares by the Participant to any unaffiliated third party shall comply with all applicable securities laws, and the Company may refuse to transfer any Vested Shares unless it receives such assurance and opinions from legal counsel acceptable to the Company that any such transfer is in compliance with all applicable securities laws.

  • BUYER’S RIGHT TO CANCEL If after completion of an appraisal by a licensed appraiser, Buyer receives written notice from the Lender or the appraiser that the Property has appraised for less than the Purchase Price (a “Notice of Appraised Value”), Buyer may cancel the REPC by providing written notice to Seller (with a copy of the Notice of Appraised Value) no later than the Financing & Appraisal Deadline referenced in Section 24(c); whereupon the Xxxxxxx Money Deposit shall be released to Buyer without the requirement of further written authorization from Seller.

  • Contracts (Rights of Third Parties) Xxx 0000 No term of this Agreement is enforceable under the Contracts (Rights of Third Parties) Xxx 0000 by a person who is not a party to this Agreement.

  • THE CONTRACTS (RIGHTS OF THIRD PARTIES ACT 1999

  • Right to Sell Assignor may not Transfer any interest in the Development Xxxxx, the Subject Interests or any part thereof or any undivided interest therein in violation of Section 11.04. Subject to Section 11.02 and 11.04, Assignor may from time to time Transfer, mortgage or pledge its interest in the Development Xxxxx, the Subject Interests, or any part thereof or undivided interest therein, if and only if (i) such Transfer, mortgage or pledge is made expressly subject to and burdened with the Royalty Interest and this Conveyance; (ii) solely in connection with a Transfer other than a Transfer pursuant to a foreclosure on any mortgage or security interest, Assignor has caused the assignee, purchaser, transferee or grantee of any such transaction to (A) acknowledge that the affected Subject Interests are taken subject to and burdened with the Royalty Interest and this Conveyance, and (B) assume and agree to discharge Assignor’s obligations under this Conveyance with respect to such Subject Interests from and after the actual date of any such Transfer; and (iii) in connection with any Transfer pursuant to a foreclosure on any mortgage or security interest, Assignor has used commercially reasonable efforts to cause the assignee, purchaser, transferee or grantee of any such transaction to (A) acknowledge that the affected Subject Interests are taken subject to and burdened with the Royalty Interest and this Conveyance, and (B) assume and agree to discharge Assignor’s obligations under this Conveyance with respect to such Subject Interests from and after the actual date of any such Transfer. Any assumption and agreement to discharge shall be by appropriate written instrument for the express benefit of and enforceable by Assignee. For the avoidance of doubt, nothing in this Section 11.01(a) is intended to permit any assignee, purchaser, transferee or grantee to acquire any interest in the Development Xxxxx, the Subject Interests or any part thereof or undivided interest therein without being subject to and burdened with the Royalty Interest and this Conveyance. Assignee shall not be required to recognize any purported Transfer, mortgage or pledge not made in conformance with this Section 11.01(a) and, notwithstanding any such purported Transfer, mortgage or pledge, Assignor shall remain obligated under this Conveyance just as if such Transfer, mortgage or pledge attempt had not been made and Assignee shall continue to deal with Assignor to the exclusion of the purported transferee. Further, to the extent permitted by applicable Legal Requirements, any purported Transfer not made in conformance with this Section 11.01(a) shall be void and of no effect.

  • Owner’s Right to Stop Work The Owner reserves the right, for itself and for any designated Construction Inspector retained by Owner, upon observation of apparent nonconforming Work, to immediately stop the affected Work. If the Work is later determined by the Design Professional to be in fact conforming Work, then Contractor shall be entitled upon timely claim to a Change Order for payment by Owner of any reasonable Actual Costs actually incurred by Contractor in connection with the stop Work order and resumption of the Work, as well as an extension in the time for performance of the Work to the extent Contractor is delayed by Owner's stop Work order. The Design Professional shall determine the time, which shall be binding upon both Owner and Contractor, as set forth in Section 3, Part 3.

  • Liability to Third Parties The Member shall not be liable for the debts, obligations or liabilities of the Company, including under a judgment, decree or order of a court.

  • Right to Seek Assurance The Transfer Agent may refuse to transfer, exchange or redeem shares of the Fund or take any action requested by a shareholder until it is satisfied that the requested transaction or action is legally authorized or until it is satisfied there is no basis for any claims adverse to the transaction or action. It may rely on the provisions of the Uniform Act for the Simplification of Fiduciary Security Transfers or the Uniform Commercial Code. The Company shall indemnify the Transfer Agent for any act done or omitted to be done in reliance on such laws or for refusing to transfer, exchange or redeem shares or taking any requested action if it acts on a good faith belief that the transaction or action is illegal or unauthorized.

  • Contracts (Rights of Third Parties ACT 1999

  • No Rights in Third Parties This Agreement does not create any rights in, or inure to the benefit of, any third party except as expressly provided herein.

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