Offering Party definition

Offering Party means any Person making a bona fide inquiry, offer or proposal to acquire, directly or indirectly, (a) all or substantially all of the assets subject to the Trust Agreements and the Receivables or (b) all or substantially all of the Transferred Interests or (c) a combination thereof.

Offering Party has the meaning set forth in Section 6.1(a)

Offering Party has the meaning set forth in Section 8.2.2.

Examples of Offering Party in a sentence

• Such Notice of Intent to Purchase shall be given in writing to the Offering Party within the Election Period.

• Offering Party shall give written notice of such offer (“the Notice of Offer”) to Holder setting forth (a) the name and address of the prospective purchaser of the property, (b) the purchase price offered by the prospective purchaser and (c) all other terms and conditions of the sale.

• Should Holder fail to exercise the right of first refusal within the Election Period, then the Offering Party shall have the right (subject to any other applicable restrictions in the Lease) to go forward with the sale which the Offering Party desires to accept, and to sell the property within one (1) year following the expiration of the Election Period on terms and conditions which are not materially more favorable to the purchaser than those set forth in the Notice.

• This duty to indemnify, defend and hold the Offering Party harmless includes costs or expenses in law or equity, including attorney’s fees.

• Should Holder fail to exercise the right of first refusal within the Election Period, then the Offering Party shall have the right (subject to any other applicable restrictions in the Lease) to go forward with the sale which the Offering Party de- sires to accept, and to sell the property within one (1) year following the expiration of the Election Period on terms and conditions which are not materially more favorable to the purchaser than those set forth in the Notice.

More Definitions of Offering Party

Offering Party shall have the meaning ascribed thereto in Section 14.13(a) hereof.

Offering Party shall have the meaning set forth in Section 5.6(b).

Offering Party has the meaning ascribed to such term in Section 2.1(d).

Offering Party has the meaning specified in Section 15.3(a) hereof.

Offering Party intends to grant a license, assign or otherwise dispose of its rights in any [***] to a Third Party under such Party’s interest in such [***] for the development and/or commercialization of a Product, the Offering Party will first provide the other Party notice of such intent and offer to such Party a right of first negotiation together with proposed terms for such a license (a “ROFN Notice”). Such Party will have [***] calendar days from the date such Party receives a ROFN Notice to send notice to the Offering Party of such Party’s desire to exercise its right of first negotiation (a “Negotiation Notice”). If (i) such Party does not timely deliver a Negotiation Notice to the Offering Party, or (ii) such Party timely delivers a Negotiation Notice to the Offering Party but the Parties cannot agree on the terms of such a license by the [***] calendar day after the date the Offering Party receives such Negotiation Notice, then the Offering Party may grant a license to a Third Party under such Offering Party’s interest in such [***] for the development and/or commercialization of a Product on terms [***]. Each Party will promptly disclose to the other Party in writing, and will cause its Affiliates to so disclose, the discovery, invention or creation of any Novartis Program Technology, Akcea Program Technology or Jointly-Owned Program * ***Confidential Treatment Requested

Offering Party means any JD Competitor that offers to conduct any Financing with JD Competitor or Change of Control Transaction with JD Competitor with any Group Company, or that offers to conduct any Share Sale with JD Competitor with any Shareholder of the Company (other than JD);

Offering Party in relation to a Shareholder’s right of first refusal, has the meaning given to it in Clause 3.2 (Share Transfer Pre-emptive Rights);