ROFR Vessel. Owner shall have the right of first refusal to purchase an additional Vessel (the “ROFR Vessel”) on the terms and conditions set forth below:
ROFR Vessel Sample Clauses
Related to ROFR Vessel
Authorization of the Offered Shares The Offered Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and the issuance and sale of the Offered Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Offered Shares.
Right of Refusal The proposing vendor has the right not to sell under the awarded agreement with a TIPS member at vendor's discretion unless required by law.
Concession Period The Concession hereby granted is for a period of [●]11 years commencing from Date of Award of Concession during which the Concessionaire is authorized and obliged to implement the Project and to provide Project Facilities and Services as per Scope of work in accordance with the provisions hereof. Provided that: -
Delivery; Acceptance of Premises; Commencement Date Landlord shall use reasonable efforts to deliver the Premises to Tenant on or before the Target Commencement Date, with Landlord’s Work Substantially Completed (“Delivery” or “Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord does not Deliver the Premises within 45 days of the Target Commencement Date for any reason other than Force Majeure delays and Tenant Delays, this Lease may be terminated by Tenant by written notice to Landlord, and if so terminated by Tenant: (a) the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which expressly survive termination of this Lease. As used herein, the terms “Landlord’s Work,” “Tenant Delays” and “Substantially Completed” shall have the meanings set forth for such terms in the Work Letter. If Tenant does not elect to void this Lease within 10 business days of the lapse of such 45 day period, such right to void this Lease shall be waived and this Lease shall remain in full force and effect. Notwithstanding anything to the contrary contained herein, if Tenant does not terminate this Lease pursuant to the immediately preceding sentence, Base Rent shall be abated 1 day for each day after such 45 day period (as extended by Force Majeure delays and Tenant Delays) that the Premises are not Delivered to Tenant.
Lease Commencement Date The earlier to occur of (i) the date upon which Tenant first commences to conduct business in the Premises, and (ii) sixty (60) days following the date of delivery of the Premises from Landlord to Tenant, which delivery date is anticipated to be May 1, 2002, as such date may be adjusted pursuant to the Tenant Work Letter attached hereto as Exhibit B.
Liquor License All licenses, permits, approvals and consents which are required for the sale and service of alcoholic beverages on the Premises have been obtained from the applicable Governmental Authorities.
The Lease 4.1. By this lease the Landlord lets and the Tenant takes the Premises for the Term at the Rent and subject ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ .
Put Option The Company hereby grants to Lender an option (the “Put Option”) to sell all or any portion of the Issued Shares (the “Put Shares”) to the Company for a total purchase price of $195,000, pro-rated for any portion thereof (the “Put Price”). The Put Option may be exercised with respect to any amount that is equal to or less than the entire balance of the outstanding Put Shares, at any time during the earlier to occur of the following Put Option exercise periods (the “Put Period”): (a) the ten (10) Business Day period commencing on the first anniversary hereof, or (b) the ten (10) Business Day period commencing on the date which is nine (9) months after the date that the registration statement for the registration of the Issued Shares is declared effective by the SEC . If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect. The Put Option shall be exercisable by Lender’s delivery of written notice to the Company (the “Put Notice”). The Put Notice shall specify the date on which the closing of the purchase of the Put Shares shall take place (the “Put Closing Date”), which such date shall be no earlier than ten (10) days but no later than thirty (30) days from the date of the Put Notice. On or before the Put Closing Date, Lender will deliver to the Company the certificate(s) representing the Put Shares (duly endorsed for transfer by Lender or accompanied by duly executed stock powers in blank) and the Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. The Company and Lender acknowledge and agree that the Company’s obligation to purchase the Issued Shares from Lender pursuant to the Put Option is an Obligation secured by the Collateral and any related guarantees under the Loan Documents, and for so long as the Put Option is outstanding and, if exercised, the Put Price is not yet tendered, the Lender’s right to receive the Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. Lender’s right to exercise the Put Option shall not be transferred or assigned to any third party.
Insurance during Concession Period The Concessionaire shall effect and maintain at its own cost, during the Construction Period and the Operation Period, such insurances for such maximum sums as may be required under the Financing Agreements, and the Applicable Laws, and such insurances as may be necessary or prudent in accordance with Good Industry Practice. The Concessionaire shall also effect and maintain such insurances as may be necessary for mitigating the risks that may devolve on the Authority as a consequence of any act or omission of the Concessionaire during the Construction Period. The Concessionaire shall procure that in each insurance policy, the Authority shall be a co- insured and that the insurer shall pay the proceeds of insurance into the Escrow Account. For the avoidance of doubt, the level of insurance to be maintained by the Concessionaire after repayment of Senior Lenders‟ dues in full shall be determined on the same principles as applicable for determining the level of insurance prior to such repayment of Senior Lenders‟ dues.
Liquor Licenses To the extent that a license or permit required for service of alcoholic beverages at the Property (a “Liquor License”) is issued to Seller, Seller shall, to the extent permitted or not prohibited by applicable laws, rules or regulations, transfer such Liquor License to Buyer at Closing. If a Liquor License cannot be transferred to Buyer by Seller or otherwise obtained by Buyer prior to the scheduled Closing, to the extent permitted or not prohibited by applicable law, Seller shall cooperate with Buyer by entering, or causing its Affiliate holding the current liquor permit for the Property to enter into, an interim alcoholic beverage management agreement with respect to the sale of alcoholic beverages at the Property in a form substantially similar to the agreement attached hereto as Exhibit J. Seller shall also assist and cooperate with Buyer if Buyer elects to apply for an interim/temporary liquor license so that alcoholic beverages may continue to be served at the Property pending issuance of the permanent Liquor License. To the extent that a Liquor License is issued to Manager, Manager shall, to the extent permitted by applicable laws, rules or regulations, continue to hold such Liquor License after Closing. To the extent that Seller and/or Manager is not able to transfer a Liquor License to Buyer at Closing, Seller and/or Manager agree to cooperate with Buyer to facilitate the issuance or transfer of the Liquor License. The foregoing provisions of this Section 8.9 notwithstanding, (i) all costs incurred by Manager and/or Seller in connection with obtaining or transferring Liquor License for the Property shall be borne by Buyer, and (ii) neither Seller nor Manager shall have any obligation to transfer an existing liquor permit to Buyer prior to Closing, and (iii) Buyer shall not obtain, and Seller and Manager shall have no obligation to pursue, any Liquor License for the Property prior to Closing if the issuance of such Liquor License would impact the rights of Seller or Manager under any existing liquor permit, and (iv) if this Contract is terminated, Buyer agrees to promptly withdraw any pending application for a Liquor License for the Property.
