Opportunity to Purchase Sample Clauses

Opportunity to Purchase. Landlord grants Tenant the first opportunity to purchase the Property during the Term. If Landlord decides to sell, exchange or otherwise transfer the Properties during the Term, other than sales or transfers to a related party or affiliated company, Landlord will give written notice to Tenant of the general terms on which Landlord intends to sell the Properties, including a copy of any written offer received from third parties. Such notice shall state the purchase price and the terms for the Properties and will not include other property of Landlord or consideration other than cash payments (other than any property which Tenant may cause to be conveyed to Landlord as part of a property exchange involving a third party's property, as described below). Tenant shall have 30 days after receipt of the notice in which to elect to acquire Landlord's interest on the terms contained in the notice. Tenant's election shall be by written notice to Landlord. If the third party offer includes an exchange of properties, Tenant shall, at Landlord's request, cooperate in effecting the acquisition of the exchange property from its owner and Tenant shall exchange such property with Landlord for the Properties, which transactions will be closed consecutively on the same date in escrow, with any additional costs incurred in transfer or conveyance taxes, closing costs, sales commissions, etc., as a result of such an exchange paid by Landlord. If Tenant does not elect to acquire the Properties, Landlord may sell, exchange or otherwise transfer Landlord's interest in the Properties at a purchase price and on terms not more favorable to the purchaser than the terms stated in the original notice to Tenant, provided the transaction is closed within nine months after the date of Landlord's original notice. If the transaction is not closed within such nine-month period or Landlord desires to transfer its interest in the Properties on terms more favorable to the purchaser than offered to Tenant, Landlord shall not transfer its interest in the Properties without first again granting to Tenant the opportunity to purchase as provided above. Only 15 days' written notice of a specific sales transaction (including a copy of any written offer) will be required in the event Landlord is required to reoffer the Properties to Tenant because of a proposed sale on terms more favorable to the purchaser. Transfers of interest in the Properties between partners or the principals of Landlord, members ...
Sample 1
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Opportunity to Purchase. Reserving Party, via this Reservation Agreement, will be granted an opportunity to select a specific Unit and to execute a Developer Homesite Purchase Agreement for the selected Unit on a certain date (“Selection Date”), determined by Developer once the Federal Property Report has been issued and Developer is prepared to enter into purchase agreements for the Unit. Based on signing this Agreement along with depositing the refundable Reservation Deposit with the Escrow Agent, Reserving Party’s Homesite Specific choice(s) is , at the Special Release Price of $ .
Sample 1
Opportunity to Purchase. In the event that Landlord formally markets the Property for sale to third parties who do not have a relationship with Landlord, Landlord shall notify Tenant and Tenant shall have the opportunity to competitively bid and make an offer to purchase the Property. Tenant does not have a preferential right to purchase and Landlord is not required to accept Tenant’s offer. Additionally, this Article shall be subject and subordinate to the rights of all future Holders and shall not apply to (a) related party transfers, (b) financings, and (c) sales related to financings. This Article shall not apply if Tenant is in Default (after expiration of any notice and cure period) or has exercised the Termination Option.
Sample 1

Related to Opportunity to Purchase

  • Opportunity to Cure The COUNTY may, at its sole discretion, provide the AGENCY with a Notice to Cure a breach of this Contract. If the AGENCY fails to cure the breach to the COUNTY’S satisfaction within the time provided in the Notice to Cure, the COUNTY may terminate this Contract for cause.

  • Opportunity to Review Customer declares that it has had sufficient opportunity to review this Agreement, understand the content of all of its sections, negotiate its terms, and seek independent professional legal advice before entering into it. Consequently, any statutory “form contract” (“adhesion contract”) regulations shall not be applicable to this Agreement.

  • Opportunity to Ask Questions You have had the opportunity to ask questions about the Company and the investment. All your questions have been answered to your satisfaction.

  • Opportunity to Defend The indemnifying party may elect to compromise or defend, at its own expense and by its own counsel, any Asserted Liability; provided, however, the indemnifying party may not compromise or settle any Asserted Liability without the prior written consent of the indemnified party (which consent will not be unreasonably withheld, conditioned or delayed) unless (i) such compromise or settlement requires no more than a monetary payment for which the indemnified party hereunder is fully indemnified and such settlement provides a complete release of, or dismissal with prejudice of, all claims against the indemnified party for all matters that were or could have been asserted in connection with such claim, or (ii) involves no other matters binding upon the indemnified party (other than obligations of confidentiality). If the indemnifying party elects to compromise or defend such Asserted Liability, it will within thirty (30) calendar days from receipt of the Claims Notice notify the indemnified party of its intent to do so, and the indemnified party will cooperate, at the expense of the indemnifying party, in the compromise of, or defense against, such Asserted Liability. If the indemnified party fails to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party elects to defend the Asserted Liability, the indemnified party will have the right, at its option, to do so in such manner as it deems appropriate; provided, however, that the indemnified party will not settle or compromise any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of the indemnifying party (which will not be unreasonably withheld, conditioned or delayed). The indemnifying party will be entitled to participate in (but not to control) the defense of any Asserted Liability that it has elected not to defend with its own counsel and at its own expense.

  • Opportunity To Consult With Independent Advisors The Executive acknowledges that he or she has been afforded the opportunity to consult with independent advisors of his choosing including, without limitation, accountants or tax advisors and counsel regarding both the benefits granted to him under the terms of this Agreement and the (i) terms and conditions which may affect the Executive's right to these benefits and (ii) personal tax effects of such benefits including, without limitation, the effects of any federal or state taxes, Section 280G of the Code, and any other taxes, costs, expenses or liabilities whatsoever related to such benefits, which in any of the foregoing instances the Executive acknowledges and agrees shall be the sole responsibility of the Executive notwithstanding any other term or provision of this Agreement. The Executive further acknowledges and agrees that the Bank shall have no liability whatsoever related to any such personal tax effects or other personal costs, expenses, or liabilities applicable to the Executive and further specifically waives any right for himself or herself, and his or her heirs, beneficiaries, legal representatives, agents, successor and assign to claim or assert liability on the part of the Bank related to the matters described above in this Section 9.13. The Executive further acknowledges that he or she has read, understands and consents to all of the terms and conditions of this Agreement, and that he or she enters into this Agreement with a full understanding of its terms and conditions.

  • OPPORTUNITY TO DISCUSS The Investor has received all materials relating to the Company's business, finance and operations which it has requested. The Investor has had an opportunity to discuss the business, management and financial affairs of the Company with the Company's management.

  • Opportunity to Remedy If the LHIN considers that it is appropriate to allow the HSP an opportunity to remedy a breach of this Agreement, the LHIN may give the HSP an opportunity to remedy the breach by giving the HSP Notice of the particulars of the breach and of the period of time within which the HSP is required to remedy the breach. The Notice will also advise the HSP that the LHIN will terminate this Agreement:

  • Notice and Opportunity to Cure Notwithstanding the foregoing, it shall be a condition precedent to the Company’s right to terminate Executive’s employment for Cause and Executive’s right to terminate for Good Reason that (i) the party seeking termination shall first have given the other party written notice stating with specificity the reason for the termination (“breach”) and (ii) if such breach is susceptible of cure or remedy, a period of fifteen (15) days from and after the giving of such notice shall have elapsed without the breaching party having effectively cured or remedied such breach during such 15-day period, unless such breach cannot be cured or remedied within fifteen (15) days, in which case the period for remedy or cure shall be extended for a reasonable time (not to exceed an additional thirty (30) days) provided the breaching party has made and continues to make a diligent effort to effect such remedy or cure.

  • Opportunity for Review Optionee and the Company agree that this Option is granted under and governed by the terms and conditions of the Plan and this Grant Agreement. The Optionee has reviewed the Plan and this Grant Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Agreement and fully understands all provisions of the Plan and this Grant Agreement. The Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions relating to the Plan and this Grant Agreement. The Optionee further agrees to notify the Company upon any change in the residence address indicated herein.

  • Notice and Opportunity to Defend Promptly after the receipt by Buyer or the Company and/or the Seller of notice of any action, proceeding, claim or potential claim (any of which is hereinafter individually referred to as a “Circumstance”) which could give rise to a right to indemnification under this Agreement, such party (the “Indemnified Party”) shall give prompt written notice to the party or parties who may become obligated to provide indemnification hereunder (the “Indemnifying Party”). Such notice shall specify in reasonable detail the basis and amount, if ascertainable, of any claim that would be based upon the Circumstance. The failure to give such notice promptly shall relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless the Indemnified Party establishes that the Indemnifying Party either had knowledge of the Circumstance or was not prejudiced by the failure to give notice of the Circumstance. The Indemnifying Party shall have the right, at its option, to compromise or defend the claim, at its own expense and by its own counsel, and otherwise control any such matter involving the asserted liability of the Indemnified Party, provided that any such compromise or control shall be subject to obtaining the prior written consent of the Indemnified Party which shall not be unreasonably withheld. An Indemnifying Party shall not be liable for any costs of settlement incurred without the written consent of the Indemnifying Party. If any Indemnifying Party undertakes to compromise or defend any asserted liability, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the compromise of or defense against any such asserted liability. All costs and expenses incurred in connection with such cooperation shall be borne by the Indemnifying Party, provided such costs and expenses have been previously approved by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of an asserted liability.

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