Matching Provision Sample Clauses

A Matching Provision is a contractual clause that grants one party the right to match any offer that the other party receives from a third party, typically before the deal can proceed with that third party. In practice, if the seller receives a bona fide offer from an outside party, they must present the terms to the original party, who then has a specified period to match those terms and secure the transaction themselves. This provision is commonly used in business sales, real estate, or investment agreements to protect the interests of the original party by giving them a first opportunity to proceed under the same conditions. Its core function is to ensure fairness and provide the original party with a chance to retain valuable opportunities, thereby reducing the risk of losing out to external competitors.
Matching Provision. In the event that the City, after the tenth anniversary of the Effective Date, enters into a binding, written franchise agreement granting such franchisee other than the Company the right to use the Inalienable Property to provide Information Services in a manner comparable hereunder, and such new form of franchise agreement contains provisions imposing lesser obligations than are imposed under this Agreement, then the Company may petition DoITT, in writing, for such new form of franchise agreement to replace this Agreement. DoITT shall consider and grant any such petition in order to ensure fair and equitable treatment among the Company and other franchisees, if DoITT, in its sole discretion, reasonably determines that: (i) the Company is in compliance with its obligations under this Agreement and any other franchises, agreements, or other authorizations by and between the Company and the City; and (ii) the obligations imposed by this Agreement, taken in whole or in part, place the Company at a substantial competitive disadvantage in relation to the obligations imposed on the other franchisee. Further, DoITT will review any petition made pursuant to this section that the reason for the imposition of lesser obligations on the other franchisee are not the result of a differing nature of the City’s legal authority with respect to such other franchisee or its activities, and that the lesser obligations are not justified by other benefits provided by the Company to the City or its residents.
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Matching Provision. (a) In the event that the City grants, renews or renegotiates one or more franchises(s), agreement(s) or similar authorization(s), for the provision of local, high capacity telecommunications services or similar services in the District, and such franchises(s), agreement(s) or authorization(s) contain provisions imposing lesser obligations on the grantee(s) thereof than are imposed by the provisions of this Agreement, the Company may, at any time after the date two years after the Effective Date, petition the City for a modification of this Agreement. (b) The City shall consider any petition for modification pursuant to Section 13.22(a) hereof, and shall grant such prospective modifications to the extent that the City reasonably determines that such modification(s) must be granted in order to ensure fair and equal treatment among the Company and other franchisees, provided that the Company establishes by a preponderance of the evidence each of the following: (i) that the Company is in compliance with this Agreement and the other franchise(s), agreement(s) or authorization(s) were not granted as a result of the Company's failure to comply, on a timely basis, with the provisions of this Agreement; (ii) that the other franchise(s), agreement(s) or authorization(s) allow substantially similar services to those offered by the Company under this Agreement; (iii) that the obligations imposed on the Company under this Agreement, taken as a whole, place the Company at a substantial competitive disadvantage in relation to the obligations imposed on the grantee(s) holders of the other franchises(s), agreement(s) or authorization(s), taken as a whole; and (iv) that the reason for the City's imposition of or failure to act with respect to a lesser obligation under the other franchises(s), agreement(s) or authorization(s) is not due to the differing nature of the City's regulatory authority with respect to the other communications systems or justified by the relative benefits, in whatever form, received by the City due to the operation of other communications systems. (c) For the purposes of this Section 13.22, in order to promote fair comparison, to the extent possible all benefits and burdens shall be quantified monetarily. (d) Notwithstanding the two year waiting period in Section 13.22(a) herein, if any of the other entities (specifically, Cablevision LightPath, Inc., Time Warner AxS of New York City, L.P., and Urban Communications Transport Corp.) for which the FCR...
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Matching Provision. If the City grants, renews or renegotiates one or more franchises for the operation of a Cable Communications System in the Initial Construction Area in the Existing Franchise pursuant to the Cable Act ("Other Cable Franchise") and the Company believes the agreement (hereinafter the "Other Cable Franchise Agreement") pursuant to which such Other Cable Franchise is granted bestows benefits and imposes burdens on the franchisee which, on balance, are materially more advantageous to such third party than the benefits bestowed and burdens imposed on the Company by this Agreement are to the Company, then, at any one time after each such grant, renewal or negotiation but not sooner than six (6) months after the effective date of such event, the Company may request that the City make a determination to such effect and, in the event of such a determination, renegotiate the terms and conditions of this Agreement as provided below.
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Related to Matching Provision

  • Saving Provision The parties hereto agree that, in the event a court of competent jurisdiction shall determine that the geographical or durational elements of this covenant are unenforceable, such determination shall not render the entire covenant unenforceable. Rather, the excessive aspects of the covenant shall be reduced to the threshold which is enforceable, and the remaining aspects shall not be affected thereby.

  • SAVINGS PROVISION If any provisions of this Agreement are held to be contrary to law by a court of competent jurisdiction, such provisions will not be deemed valid and subsisting except to the extent permitted by law, but all other provisions will continue in full force and effect.

  • Deferred Compensation Account All Participant Deferral Credits and Employer Credits shall be credited to the Deferred Compensation Account of the Participant as provided in Section 8.

  • Safe Harbor Provisions This Section 24.1 is applicable only to Generation Interconnection Customers. Provided that Interconnection Customer agrees to conform to all requirements of the Internal Revenue Service (“IRS”) (e.g., the “safe harbor” provisions of IRS Notice 2016-36, 2016-25 I.R.B. (6/20/2016)) that would confer nontaxable status on some or all of the transfer of property, including money, by Interconnection Customer to the Interconnected Transmission Owner for payment of the Costs of construction of the Transmission Owner Interconnection Facilities, the Interconnected Transmission Owner, based on such agreement and on current law, shall treat such transfer of property to it as nontaxable income and, except as provided in Section 24.4.2 below, shall not include income taxes in the Costs of Transmission Owner Interconnection Facilities that are payable by Interconnection Customer under the Interconnection Service Agreement or the Interconnection Construction Service Agreement. Interconnection Customer shall document its agreement to conform to IRS requirements for such non-taxable status in the Interconnection Service Agreement, the Interconnection Construction Service Agreement, and/or the Interim Interconnection Service Agreement.

  • Employer Contribution (a) An Employer contribution for health and dental benefits will only be made for each active employee who has at least eighty (80) paid regular hours in a month and who is eligible for medical insurance coverage, unless otherwise required by law. (b) It is understood that the administrative intent of this Article is that the Employer contribution is made for individuals who are participants in the medical insurance coverages. Participation will mean that eligible less-than-full-time employees who drop out of coverage will be considered to participate. Additionally, employees who elect to opt out of coverage for a cash incentive will be considered to participate.