Non-Exercise of Rights Clause Samples
The non-exercise-of-rights clause establishes that a party’s failure or delay in exercising any right or remedy under the agreement does not constitute a waiver of that right or remedy. In practice, this means that if one party does not immediately enforce a contractual provision or overlooks a breach, they still retain the ability to enforce that provision or address the breach at a later time. This clause ensures that parties do not inadvertently lose their legal rights through inaction, thereby protecting their interests and maintaining the enforceability of the contract’s terms.
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Non-Exercise of Rights. 33.1. Either Party’s failure to seek redress for violations, or to insist upon strict performance, of any condition or provision of this Agreement, or its failure to exercise any or part of any of right or remedy to which that Party is entitled under this Agreement, shall not constitute an implied waiver thereof.
Non-Exercise of Rights. 18.1 The Company’s failure to seek redress for violations, or to insist upon strict performance of any condition or provision of this Agreement, or its failure to exercise any or part of any right or remedy to which the Company is entitled to under this Agreement, shall not constitute an implied waiver thereof.
Non-Exercise of Rights. To the extent that the Company and the Holders have not exercised their rights to purchase the Offered Shares or the Remaining Shares within the time periods specified in Section 2.1 and the Holders have not exercised their rights to participate in the sale of the Remaining Shares within the time periods specified in Section 2.2, the Selling Common Holder shall have a period of [***] from the expiration of such rights in which to sell the Offered Shares or the Remaining Shares, as the case may be, upon terms and conditions (including the purchase price) no more favorable than those specified in the Transfer Notice, to the third-party transferee(s) identified in the Transfer Notice. The Company’s first refusal rights and the Holders’ first refusal rights and co-sale rights shall continue to be applicable to any subsequent disposition of the Offered Shares or the Remaining Shares acquired by the third-party transferee(s) until such rights lapse in accordance with the terms of this Agreement. In the event the Selling Common Holder does not consummate the sale or disposition of the Offered Shares and Remaining Shares within the [***] period from the expiration of these rights, the Company’s first refusal rights and the Holders’ first refusal rights and co-sale rights shall continue to be applicable to any subsequent disposition of the Offered Shares or the Remaining Shares by the Selling Common Holder until such rights lapse in accordance with the terms of this Agreement. Furthermore, the exercise or non-exercise of the rights of the Company and the Holders under this Section 2 to purchase Equity Securities from the Selling Common Holder or participate in sales of Equity Securities by the Selling Common Holder shall not adversely affect their rights to make subsequent purchases from the Selling Common Holder of Equity Securities or subsequently participate in sales of Equity Securities by the Selling Common Holder.
Non-Exercise of Rights. 8.1. The Parties, in the best form of law, agree that, except if expressly provided in this Agreement:
8.1.1. The non-exercise, granting of term, forbearance, or delay in the exercise of any right to which it is entitled by this Agreement and/or at law, shall not be a novation nor waiver of such rights, nor it shall prevent the possible exercise thereof;
8.1.2. The single or partial exercise of such rights shall not prevent the subsequent exercise of the remainder of such rights, or the exercise of any other right;
8.1.3. The waiver of any such rights shall not be valid, unless it is granted in writing; and
8.1.4. The waiver of a right shall be restrictively interpreted, and shall not be regarded as waiver of any other right granted by this Agreement.
Non-Exercise of Rights. (a) In the event the Transferor does not consummate the sale or disposition of any Offered Shares to one or more third party purchasers within ninety (90) days after receipt of the Transfer Notice by the Company, the rights of the Non-Selling Investors under Section 3.2 shall continue to be applicable, to any subsequent disposition of such Offered Shares by the Transferor until such rights lapse in accordance with the terms of this Agreement.
(b) The exercise or non-exercise of the rights of the Non-Selling Investors under this Section 3 to purchase Equity Securities from a Transferor, or participate in the sale of Equity Securities by the Transferor (if applicable) shall not adversely affect their rights to make subsequent purchases from the Transferor of Equity Securities or subsequently participate in sales of Equity Securities by the Transferor (if applicable) hereunder.
Non-Exercise of Rights. (a) Subject to any other applicable restrictions on the sale of such shares, to the extent that the Holders have not exercised their rights to purchase the Offered Shares within the time periods specified in Section 2.2 and the Holders have not exercised their rights to participate in the sale of the Offered Shares within the time periods specified in Section 2.3, the Transferor shall have a period of sixty (60) days from the expiration of such rights in which to sell the Offered Shares, as the case may be, to the third-party transferee identified in the Transfer Notice upon terms and conditions (including the purchase price) no more favorable to the purchaser than those specified in the Transfer Notice.
(b) In the event the Transferor does not consummate the sale or disposition of the Offered Shares within sixty (60) days from the expiration of such rights, the Holders’ first refusal rights and co-sale rights shall continue to be applicable to any subsequent disposition of the Offered Shares by the Transferor until such rights lapse in accordance with the terms of this Agreement.
(c) The exercise or non-exercise of the rights of the Holders under this Section 2 to purchase Equity Securities from a Transferor or participate in the sale of Equity Securities by a Transferor shall not adversely affect their rights to make subsequent purchases from the Transferor of Equity Securities or subsequently participate in sales of Equity Securities by the Transferor hereunder.
Non-Exercise of Rights. The non-exercise of rights held by the College or by the Lodge shall not be deemed to waive any such rights or the right to exercise them in some way in the future.
Non-Exercise of Rights. Completion of the Transfer of the Offered Ordinary Shares to the third party transferee(s) set forth in the First Transfer Notice (and if applicable, the Purchasing Shareholders) shall occur no later than the later of (i) thirty (30) days after the receipt of the Second Transfer Notice or (ii) the determination of the value of the shares by an independent appraiser pursuant to Sections 4.2(d)(iii) and 4.2(d)(iv). If no RFR Shareholder elects to exercise the right of first refusal, all but not less than all Offered Ordinary Shares may be transferred in accordance with the First Transfer Notice. The Selling Shareholder shall procure, as a condition of the effectiveness of the Transfer of the Offered Ordinary Shares, that the third party transferee(s) assume the obligations of the Selling Shareholder under this Agreement by executing and delivering to the Company an Adherence Agreement substantially in the form attached hereto as Schedule A. Unless written consent of each RFR Shareholder is obtained, if such Transfer is not completed within the time period prescribed in this Section 4.3, or if any proposed terms or conditions with respect to the Transfer of the Offered Shares become more favorable to the proposed purchaser than those set forth in the First Transfer Notice, then such proposed Transfer shall again be subject to the right of first refusal, and the procedures in connection therewith, set forth in Section 4.2.
Non-Exercise of Rights. 36.1. No single or partial exercise of, or failure or delay in exercising any right, power or remedy (under these terms or at law) by the Company shall constitute a waiver by the Company of, or impair or preclude any exercise or further exercise of, that or any other right, power or remedy arising under the Agreement or at law.
36.2. Any liability of the Client to the Company under the Agreement may in whole or in part be released, compounded, compromised or postponed by the Company in its absolute discretion without affecting any rights in respect of that or any liability not so waived, released, compounded, compromised or
Non-Exercise of Rights. To the extent that the Purchaser has not exercised its right of first refusal to purchase the Offered Shares within the time periods specified in this Agreement, the Seller shall have a period of 30 days from the expiration of such rights in which to sell the Offered Shares, as the case may be, upon terms and conditions (including the purchase price) no less favorable to the Seller than those specified in the Transfer Notice. In the event the Seller does not consummate the sale or disposition of the Offered Shares within the 30 day period from the expiration of these rights, the Purchaser's right of first refusal shall continue to be applicable to any subsequent proposed disposition of Option Shares by the Seller during the Option Period. Any Offered Shares sold pursuant to this subsection (d) shall be removed from the Trust pursuant to the terms of the Trust Agreement.