FIRST NEGOTIATION RIGHT Sample Clauses

FIRST NEGOTIATION RIGHT. (a) During the Term and for a period of six (6) months after the Term, prior to entering into negotiations with any person or entity other than SeeTickets with respect to ticketing services following the Term, Client shall first notify SeeTickets that Client would like to negotiate an agreement for such ticketing services. During the thirty (30)-day period after SeeTickets receives such notice, Client shall negotiate in good faith exclusively with SeeTickets the terms of an agreement relating to the ticketing services (“First Negotiation Right”). If, by the expiration of such thirty (30)-day period, no agreement is reached with SeeTickets, Client may negotiate with other persons or entities for the ticketing services but may not enter into an agreement therefor with any person or entity other than SeeTickets unless Client first: (i) notifies SeeTickets in writing of all material terms of the proposed agreement pursuant to which such ticketing services are to be granted, and the identities of all proposed parties to such agreement, and provide SeeTickets with a writing containing such material terms signed by the proposed third party (“Third-Party Offer”).
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FIRST NEGOTIATION RIGHT. In the event Corvas decides to initiate negotiations with any third party to license it compounds, other than Candidate Compounds, developed by or on behalf of Corvas for inhibition of a viral protease other than a Hepatitis C virus protease, Corvas shall notify Schering in writing prior to initiating or soliciting such negotiations. For a period of thirty (30) days following receipt of such notice from Corvas, during which period Corvas shall not discuss such compounds with any third party, Schering may notify Corvas of its desire to initiate good faith negotiations, on a non-exclusive basis, with regard to such compounds. If Corvas and Schering shall not have entered into a binding agreement within ninety (90) days of Schering's notice, during which period Corvas shall have conducted such negotiations in good faith, Corvas shall be free to enter into an agreement with respect to such compounds with any third party and shall have no further obligation or liability to Schering with respect thereto or obligation to offer or disclose to Schering the terms offered to such third party.
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FIRST NEGOTIATION RIGHT. The following shall apply during the [***] ([***]) month period (the “First Negotiation Period”) commencing upon the expiration or any sooner termination of the Term, excluding any sooner termination of the Term pursuant to the exercise of OME’s Rejection Right [it being agreed that, in such event, this Paragraph 8 shall not apply and the parties’ respective rights and obligations shall instead be governed by subparagraph 3(b) above]: If OME desires to exercise, or authorize others to exercise, the rights to produce, distribute, exhibit, promote and/or otherwise exploit in any media non-fiction programming (other than Permitted OME Programming) about OME’s research and recovery operations throughout the world, then OME shall give JWM written notice of such desire. Commencing upon JWM’s receipt of such notice there shall be a [***] ([***]) day period during which OME and JWM may negotiate in good faith for JWM to acquire any or all of such rights. If by the end of such negotiation period no agreement has been reached (it being acknowledged by JWM that OME is under no obligation to accept any proposal), or if at any time during such negotiation period JWM gives OME written notice that JWM declines to negotiate for such rights, then OME may negotiate and enter into agreements with third parties with respect thereto, provided that, except for Permitted OME Programming, no such non-fiction programming shall be distributed, promoted, exhibited or otherwise exploited in any media anywhere in the world prior to the expiration of the Term.
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FIRST NEGOTIATION RIGHT. The parties agree that DCI shall be accorded a customary right of first negotiation to participate on the next Titanic expedition following the Expedition (the "Next Expedition") which right of first negotiation shall be for a period of not less than 45 days, commencing not earlier than February 1 of the calendar year in which the Next Expedition shall occur (the "DCI Negotiating Period), and during which period RMST shall negotiate exclusively (other than with Ellipse with respect to the rights set forth below) and in good faith with DCI. If DCI and RMST shall agree on terms in respect of such Next Expedition, and if RMST shall thereafter fail to enter into an agreement with DCI with respect thereto, but shall instead enter into an agreement with a different media company on the same or less favorable terms (for RMST) as those agreed to with DCI, RMST agrees that it shall not have the right to commence the Next Expedition earlier than one year following the termination of the DCI Negotiating Period. In addition, Ellipse shall be accorded the same right of first negotiation, during the same time period as the DCI Negotiating Period, with respect to its right to participate, with respect to the Ellipse Territory, on the Next Expedition.
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FIRST NEGOTIATION RIGHT. During the term of this Agreement, each party shall promptly disclose to the Corporation after the filing of a patent application any new intellectual property developed by such party (the "Inventor Party") outside the Collaboration Program which is subject to such patent application, but only to the extent that such property is of material use in the Field. The Corporation shall benefit of a first negotiation right over any third party to use, make, offer to sell and sell such new intellectual property in the Field. Upon receipt of a written notice from the Inventor Party, the Corporation shall have 30 days to notify the Inventor Party that it wishes to enter into negotiations. If the Corporation does not notify the Inventor Party within 30 day period that it wishes to enter into negotiations, then the Inventor Party shall be free to offer its new intellectual property to any third party on any terms. In the event that the Corporation exercises its right of first negotiation, the Inventor Party and the Corporation shall enter into good faith negotiations in order to conclude an agreement within 90 days from the expiration of the 30-day period. If the Corporation and the Inventor Party cannot reach an agreement despite good faith negotiations, then on or before the 90th day described in the preceding sentence, the Corporation shall deliver to the Inventor Party a detailed written offer of terms and conditions upon which it is willing, without additional negotiation, to acquire the right use, make, offer to sell, and sell the new intellectual property in the Field, and after the 90th day, the Inventor Party shall be free to offer the new intellectual property to any third party on terms and conditions not more favorable to the third party than the terms and conditions so offered by the Corporation. If the Corporation does not deliver such a written offer within 90-day period, then the Inventor Party may offer the new intellectual property to any third party on any terms.
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Related to FIRST NEGOTIATION RIGHT

  • Termination Right The Representative shall have the right to terminate this Agreement at any time prior to any Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in its opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading on any Trading Market shall have been suspended or materially limited, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA or by order of the Commission or any other government authority having jurisdiction, or (iii) if the United States shall have become involved in a new war or an increase in major hostilities, or (iv) if a banking moratorium has been declared by a New York State or federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities markets, or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in the Representative’s opinion, make it inadvisable to proceed with the delivery of the Securities, or (vii) if the Company is in material breach of any of its representations, warranties or covenants hereunder, or (viii) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions as in the Representative’s judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Securities or to enforce contracts made by the Underwriters for the sale of the Securities.

  • Right of First Negotiation If during the term of this Agreement, Onconova desires to develop and/or commercialize in the Licensed Territory any product containing a Related Compound (as defined below), either itself or with or through an Affiliate or a Third Party, Onconova shall, prior to the commencement of any such activities in or with respect to the Licensed Territory, notify SymBio in writing of Onconova’s intent to conduct such activities (directly or with or through an Affiliate or a Third Party). Together with such notice, Onconova shall provide to SymBio all material information in Onconova’s Control regarding such Related Compound and the basis for Onconova’s interest in conducting such activities with respect thereto. Within ** after receiving such notice and information, SymBio shall notify Onconova in writing whether or not SymBio is interested in negotiating the terms pursuant to which SymBio would obtain a license or right to conduct such activities with respect to such Related Compound in the Licensed Territory. If SymBio notifies Onconova that SymBio is interested in negotiating such terms, the Parties shall negotiate in good faith for up to ** after Onconova receives such notice from SymBio the terms pursuant to which SymBio would obtain such rights. If the Parties do not enter into such an agreement within such negotiation period, or if SymBio does not provide written notice of its interest within the aforementioned ** period, then Onconova would have the right to conduct such activities either itself or with or through an Affiliate or Third Party in the Licensed Territory, provided that Onconova shall not grant to a Third Party a license or right to conduct such activities on terms that are materially more favorable, taken as a whole, to such Third Party than the terms last offered by SymBio to Onconova therefor unless it first offers SymBio the opportunity to obtain such license or right on such terms, and SymBio notifies Onconova within ** after receiving such notice that SymBio has decided it is not interested in obtaining such license or right on such terms. “Related Compound” means any **.

  • First Right of Refusal If any Partner shall enter into an agreement to sell their ownership interest in the Partnership with an individual or entity that is not a current Partner, the following parties must be given a first right of refusal before such a transaction can take place:

  • Option Right Landlord hereby grants to the originally named Tenant herein (“Original Tenant”), and its “Permitted Assignees”, as that term is defined in Section 14.8, below, one (1) option to extend the Lease Term for a period of five (5) years (the “Option Term”), which option shall be irrevocably exercised only by written notice delivered by Tenant to Landlord not more than twelve (12) months nor less than nine (9) months prior to the expiration of the initial Lease Term, provided that the following conditions (the “Option Conditions”) are satisfied: (i) as of the date of delivery of such notice, Tenant is not in default under this Lease, after the expiration of any applicable notice and cure period; (ii) Tenant has not previously been in default under this Lease, after the expiration of any applicable notice and cure period, more than twice in the twelve (12) month period prior to the date of Tenant’s attempted exercise; and (iii) the Lease then remains in full force and effect. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effect. Upon the proper exercise of such option to extend, and provided that Tenant satisfies all of the Option Conditions (except those, if any, which are waived by Landlord), the Lease Term, as it applies to the Premises, shall be extended for a period of five (5) years. The rights contained in this Section 2.2 shall be personal to Original Tenant and any Permitted Assignees, and may be exercised by Original Tenant or such Permitted Assignees (and not by any other assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 of this Lease, of Tenant’s interest in this Lease).

  • Termination Rights This Agreement may be terminated at any time prior to the Closing:

  • Right of Refusal Does the proposing vendor wish to reserve the right not to perform under the awarded agreement with a TIPS member at vendor's discretion? Yes

  • Landlord’s Termination Right Whether or not the Premises are affected, Landlord may, by notice to Tenant, within 60 days following the date upon which Landlord receives notice of the Taking of all or a portion of the Real Property, the Building or the Premises, terminate this Lease, provided that Landlord elects to terminate leases (including this Lease) affecting at least 50% of the rentable area of the Building.

  • Buyer’s Termination Right If, prior to Closing and the delivery of possession of the Property to Buyer in accordance with this Contract, (a) any condemnation proceeding shall be pending against a substantial portion of the Hotel or (b) there is any substantial casualty loss or damage to the Hotel, Buyer shall have the option to terminate this Contract, provided Buyer delivers written notice to Seller of its election within twenty (20) days after the date Seller has delivered Buyer written notice of any such loss, damage or condemnation as provided above, and in such event, the Xxxxxxx Money Deposit, and any interest thereon, shall be delivered to Buyer and thereafter, except as expressly set forth herein, no party shall have any further obligation or liability to the other under this Contract. In the context of condemnation, “substantial” shall mean condemnation of such portion of a Hotel (or access thereto) as could, in Buyer’s reasonable judgment, render use of the remainder impractical or unfeasible for the uses herein contemplated, and, in the context of casualty loss or damage, “substantial” shall mean a loss or damage in excess of One Hundred Thousand and No/100 Dollars ($100,000.00) in value.

  • Termination Option Notwithstanding anything to the contrary contained in this Lease, Tenant shall have the one-time option (the “Termination Option”) to terminate this Lease, effective as of the last day of the sixtieth (60th) full calendar month of the Term (the “Termination Date”), by providing Landlord with written notice of such Termination Option election (the “Termination Notice”). Such Termination Notice shall be effective only if it is given to Landlord at least nine (9) full calendar months prior to the Termination Date (the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice to Landlord prior to the Termination Notice Deadline, this Termination Option shall expire and be of no further force or effect, and Tenant shall have no right or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after the Termination Notice Deadline. As a condition precedent to any termination of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee (collectively, the “Termination Fee”) equal to the sum of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction Costs, as hereinafter defined, incurred in connection with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Date.

  • Additional Termination Rights In addition to any right to terminate this Agreement under the provisions of this Section 16, either party shall have the further right to terminate this Agreement, upon delivery of written notice to the Agent, upon the occurrence of any of the following:

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