Exclusive Right to Purchase. No person other than the Buyer and Buyer Guarantor has any agreement, option, understanding or commitment, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option for the purchase of any of the Licenses.
Exclusive Right to Purchase. Seller and its agents shall cease marketing the Property and shall not conduct any discussions or negotiations or respond in writing to any solicitations by third parties relating to the purchase of the Property during the term of this Agreement. Seller has not entered into any other contracts for the sale of the Property, nor has Seller granted any rights of first refusal or options to purchase the Property or any other rights to others that might prevent the consummation of this Agreement, and Seller will not enter into any such contracts relating to the sale of the Property with any other parties.
Exclusive Right to Purchase. In the event COI is not in default of any of its obligations hereunder, upon the determination by Crescent or the applicable Crescent Affiliate that it will dispose of a REIT Asset because of the occurrence of a REIT Event, Crescent or the applicable Crescent Affiliate may not sell the applicable REIT Asset to any other person or entity without COI's prior written consent. Nothing contained herein will constitute or give COI the right to purchase any Arena Related Asset owned by Crescent or the applicable Crescent Affiliate unless and until a Determination occurs that causes such Arena Related Asset to be a REIT Asset, nor does it affect in any manner the ability of Crescent or the applicable Crescent Affiliate to, directly or indirectly, transfer, assign, sell, convey, encumber or otherwise dispose of any Arena Related Asset prior to the time there is a Determination by Crescent that said Arena Related Asset becomes a REIT Asset.
Exclusive Right to Purchase. Unless Purchaser is in material breach of this Agreement, until this Agreement is terminated in accordance with its terms:
Exclusive Right to Purchase. Seller, in consideration of Buyer's agreement to purchase Eligible Receivables under this Agreement, shall offer Buyer the absolute right to purchase ("Exclusive Right to Purchase") forty million dollars (US$40,000,000.00) of Eligible Receivables generated from sales of Intervals, at the rate of ten million dollars (US$10,000,000.00) per year on a revolving basis ("Annual Commitment Amount"). If Buyer gives Seller written notice that it declines to purchase any Eligible Receivables offered by Seller under the terms of this Agreement, then Seller may arrange for alternative purchase or financing sources for the Eligible Receivables. Notwithstanding the foregoing, Buyer's Exclusive Right to Purchase with respect to Eligible Receivables generated from sales of Intervals shall be satisfied if Seller offers to Buyer throughout the Revolving Term not fewer than forty percent (40%) of all such Eligible Receivables ("Mandatory Minimum Club Eligible Receivables"). If, in any given year during the Revolving Term, Seller fails to offer to Buyer the Mandatory Minimum Club Eligible Receivables, Seller shall offer to Buyer that number of Eligible Receivables generated from sales of Los Abrigados Intervals necessary to eliminate the deficiency. Seller and Los Abrigados represent and warrant to Buyer that the Contracts Seller and Los Abrigados generate in their ordinary courses of business are intended to qualify as Eligible Receivables. Seller and Los Abrigados shall not generate Contracts in their ordinary courses of business which they intend will not qualify as Eligible Receivables without the prior written consent of Buyer, which shall not reasonably be withheld.
Exclusive Right to Purchase. The G100 Aircraft shall be subject to Bus Av/Del’s exclusive right to purchase and Insperity shall remove the G100 Aircraft from the market, shall not offer to sell the G100 Aircraft to any party other than Bus Av/Del, shall cancel any existing back-up offers to purchase the G100 Aircraft, and shall reject any offers to purchase the G100 Aircraft that Insperity may subsequently receive from any third-party. The Embraer Aircraft shall be subject to Insperity’s exclusive right to purchase and Bus Av/Del shall remove the Embraer Aircraft from the market, shall not offer to sell the Embraer Aircraft to any party other than Insperity, shall cancel any existing back-up offers to purchase the Embraer Aircraft and shall reject any offers to purchase the Embraer Aircraft that Bus Av/Del may subsequently receive from any third-party. INTENDING TO BE LEGALLY BOUND, the parties have executed this Agreement effective as of the day and year first above written. BUS AV/DEL: INSPERITY: Bus Av/Del, Inc. Insperity, Inc. By: By: Name: Name: Title: Title: ESCROW AGENT: Insured Aircraft Title Service, Inc. hereby acknowledges receipt of a copy of this Agreement, agrees to and accepts the terms and conditions of this Agreement, and agrees to perform and discharge all of the duties and obligations of the Escrow Agent hereunder strictly in accordance with the terms hereof: INSURED AIRCRAFT TITLE SERVICE, INC. By: Name: Title: EXHIBIT “A” WARRANTY XXXX OF SALE KNOW ALL MEN BY THESE PRESENTS: THAT BUS AV/DEL, INC. (“Bus Av/Del”) is the owner of the full legal and beneficial title to that certain Embraer Model EMB-135BJ aircraft bearing manufacturer’s serial number 14500903 and FAA registration number N900DP, together with those two (2) Rolls Royce model AE3007 A1EC engines bearing manufacturer’s serial numbers CAE312746 and CAE312790, respectively, as further described in the Exchange Agreement dated August 30, 2011, between Bus Av/Del and Insperity, Inc. (“Insperity”) (the “Exchange Agreement”), together also with all of the equipment, including avionics, loose equipment, associated covers, spare parts, checklist, and manuals and records, all as more particularly described in the Exchange Agreement and incorporated herein, and to the extent the same are available, all additional manuals, log books, system and component manuals, flight and operation manuals, checklists, wiring diagrams and other records and documents pertaining to the operation and maintenance of such aircraft in t...
Exclusive Right to Purchase. Anytime within the one year period of the exclusive right to purchase a Tandem franchise located in South Bend, Indiana Xxxxxxx may provide written notice to Outsource of his intent to exercise the right to purchase. Upon receipt of the written notice, the procedures described in paragraph 1.7.3(a) shall apply. Any Tandem franchise offered hereunder shall be subject to all of the terms and conditions of the UFOC and standard franchise agreement used as a matter of course at the time that Xxxxxxx exercises a right to purchase or right of first refusal. Neither the Exclusive Right to Purchase, nor the Rights of First Refusal granted herein may be assigned or transferred, and are granted exclusively to Xxxxxxx as an individual. The boundaries of the franchise territories listed below shall be determined at the time that the parties enter a franchise agreement.
Exclusive Right to Purchase. From and after the Execution Date until the earlier of the Closing Date or an earlier termination of this Agreement pursuant to Section 10.1(a), (the “Termination Date”), which Termination Date may be extended by the written agreement of the Parties, Seller agrees that it shall not, and shall not permit any of its officers, owners, employees, subsidiaries, affiliates, representatives, agents, or anyone else acting on its behalf and at its direction (collectively “Representatives”) to, directly or indirectly solicit, entertain or encourage inquiries or proposals or participate or engage in any negotiations or discussions with third parties concerning an acquisition or purchase, directly or indirectly, of the Assets that would be competitive with or comparable to the transactions described herein (including through a farmout, sublease, the sale of any equity interests, a merger transaction or other business combination that would effectively transfer such assets to a Third Party, in whole or in part) (an “Alternate Transaction”), or enter into any agreement, letter of intent, memorandum of understanding, agreement in principle, or other agreement constituting or directly related to, or which is reasonably likely to lead to, an Alternate Transaction or any proposal for an Alternate Transaction. Further, Seller will instruct its Representatives to refrain from engaging in any of the activities described in the preceding sentence and will be responsible for any violation by its Representatives of the foregoing restrictions. Either Party may waive any of its rights hereunder by providing written notice of such waiver of the other Party.
Exclusive Right to Purchase. The Borrower shall not sell or transfer the Loans to any other party on or before the Termination Date without also transferring its obligation under the Option.
Exclusive Right to Purchase. Subject to the provisions of Section 4 hereof, in the event that a Contributor Affiliated Party develops, co-develops, purchases or restructures Tax Credit Syndication Interests in Tax Credit Properties owned directly or indirectly by such Contributor Affiliated Party and such Contributor Affiliated Party determines to sell such Tax Credit Syndication Interests, then the Contributor Affiliated Party shall offer to sell, and the CCC Affiliated Parties shall have the sole and exclusive right (except as provided herein) to purchase and/or syndicate such Tax Credit Syndication Interests in accordance with the terms of this Agreement. In the event a Contributor Affiliated Party is required to offer and sell such Tax Credit Syndication Interests to the CCC Affiliated Parties, such Contributor Affiliated Party shall submit a Developer's Package to sell such Tax Credit Syndication Interests to CCC (or any other Person designated by the CCC Affiliated Parties that is directly or indirectly owned or controlled by the CCC Affiliated Parties). In the event a CCC Affiliated Party (or here and hereinafter a Person designated by the CCC Affiliated Parties) desires to acquire such Tax Credit Syndication Interests, the applicable CCC Affiliated Party shall provide such Contributor Affiliated Party with a commitment letter (the "Commitment") with respect to such acquisition within 20 Business Days of obtaining the Developer's Package. The terms and conditions of the Commitment shall be substantially identical to the more favorable of either (i) the terms and conditions customarily offered by the CCC Affiliated Parties to the Contributor Affiliated Parties or (ii) the more generous terms, if any, that CCC Affiliated Parties are then generally providing to developers from whom CCC Affiliated Parties are then acquiring Tax Credit Syndication Interests (in either case for the purchase of Tax Credit Syndication Interests for similar investments), except that the price to be paid to the Contributor Affiliated Party and/or the compensation to be received by an applicable CCC Affiliated Party with respect to such Tax Credit Syndication Interests shall be as set forth in Section 3(b) below.
