Right of First Opportunity Sample Clauses
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Right of First Opportunity. (i) During the term of this Agreement, if Healthcare develops a REIT Opportunity, or if any REIT Opportunity otherwise becomes available to Healthcare, Healthcare shall first offer such REIT Opportunity to LTC. The offer shall be made by written notice (the "Notice") from Healthcare to LTC, which Notice shall contain a detailed description of the material terms and conditions of the REIT Opportunity. LTC shall have ten days (the "Ten-Day Period") from the date of receipt of the Notice to notify Healthcare in writing that it has accepted or rejected the REIT Opportunity. If LTC does not respond by the end of the Ten-Day Period, LTC shall be deemed to have rejected the REIT Opportunity. If LTC accepts a REIT Opportunity, but subsequently decides not to pursue such opportunity or for any other reason fails to consummate such opportunity, LTC shall immediately provide written notice that it is no longer pursuing such REIT Opportunity to Healthcare.
(ii) If LTC rejects a REIT Opportunity, or accepts such REIT Opportunity but thereafter provides, or is required by the provisions hereof to provide, written notice to Healthcare that it is no longer pursuing such REIT Opportunity, Healthcare shall, for a period of one year after the Withdrawal Date (as hereinafter defined), be entitled to acquire the REIT Opportunity (A) at a price, and on terms and conditions, that are not more favorable to Healthcare in any material respect than the price and terms and conditions set forth in the Notice relating to such REIT Opportunity or (B) if LTC, at any time after the Notice, negotiated a different price, terms or conditions with the party providing such REIT Opportunity, then at a price, and on terms and conditions, that are not more favorable to Healthcare in any material respect than the price and terms and conditions negotiated by LTC with such party. If Healthcare does not enter into a binding agreement to acquire the REIT Opportunity within such one-year period, or if the price and terms and conditions are more favorable to Healthcare in any material respect than the price and terms and conditions set forth in the Notice (or, if applicable, than the
Right of First Opportunity. Provided Tenant has not been in default of any term or condition of the Lease beyond any applicable notice and/or cure period more than once in the prior twelve (12) months, and subject to the specific rights of the tenant within such space and the rights of existing tenants in the building as of the date of this Lease, as stated in Exhibit F, if any space within the Building in which the Premises is located is available for lease or if the Landlord becomes aware that any such space is to become available, Landlord will provide Tenant with notice of such availability (the “First Opportunity Notice”). Landlord shall use reasonable efforts to keep Tenant apprised of potential vacancies as Landlord becomes aware of them and to give Tenant advance notice that Landlord intends to deliver a First Opportunity Notice. The First Opportunity Notice will contain the following information:
1. The description of the specific space within the Building (the “First Opportunity Space”).
2. The date on which the space will become available
3. The Rental Rate and concessions that Landlord is willing to accept for such space. Within seven (7) days following receipt of the First Opportunity Notice, Tenant will notify Landlord if it chooses to exercise its right to lease the space identified in the notice on the terms specified. If Tenant either waives its right or fails to notify Landlord within seven (7) days then Landlord will be free to lease such space to any third party. Thereafter, if Landlord agrees with another prospective tenant to accept terms for any part of the First Opportunity Space that are less favorable to Landlord than the terms Landlord offered to Tenant, then Landlord will notify Tenant of the terms and Tenant shall have five (5) days to agree to lease that space on those terms. If Tenant exercises its right to lease the identified space, the lease term will expire on the termination date of this Lease.
Right of First Opportunity. Management Company hereby covenants and agrees that, for a period commencing on the Effective Date and ending one (1) year following the expiration or earlier termination of this Agreement, Management Company shall not, and shall cause any Covered Person not to develop, acquire or lease a senior living facility within five (5) driving miles of the Facility (a “Competitive Property”) without first offering Tenant an opportunity to co-invest in the Competitive Property as set forth in this paragraph. If a Covered Person desires to develop, own, or lease a Competitive Property, Management Company shall deliver the following notices to Tenant: (1) written notice to Tenant promptly upon any Covered Person commencing substantive analysis, planning and or underwriting activities with respect to the potential development, acquisition or leasing of a Competitive Property (the “Competitive Property Notice”), including a detailed written description of the Competitive Property or, in the case of a potential development of a Competitive Property, a detailed written description of the proposed location of such Competitive Property and a general description, to the extent available, of the type, size and scope of the Competitive Property to be developed, and (2), upon finalizing the terms of the proposed investment in the Competitive Property that was subject to the Competitive Property Notice, written notice of such proposed investment including a detailed written description thereof (the “Investment Notice”), not less than thirty (30) days prior to the day on which the proposed investment is expected to close after commercially reasonable efforts by the applicable Covered Person to coordinate its process to give the Tenant maximum knowledge and information regarding such potential Competitive Property investment, together with any and all investment memoranda, investment summaries, projections, pro forma financial statements and other materials reasonably required to evaluate the proposed investment, including those that may be reasonably requested by the Tenant after its receipt of the Investment Notice (collectively, the “Investment Materials”). Following delivery of an Investment Notice, Tenant shall have the right, exercisable by delivering written notice to the Management Company within twenty (20) days after their receipt of the Investment Notice (the “Response Period”), to elect to, or to have an Affiliate, invest with such Covered Person (which investment shal...
Right of First Opportunity. (A) If either Member desires to effectuate a Transfer of its Membership Interest as contemplated by Section 9.1(a)(ii), in the case of MPG, or Section 9.1(b)(ii), in the case of Beacon, or if Beacon desires to consummate a Change of Control of Beacon in accordance with Section 9.1(b)(i), such Member (the “Transferring Member”) shall first deliver written notice (an “Intended Sale Notice”) to the other Member (the “Non-Transferring Member”) setting forth the price (the “ROFO Purchase Price”) and the other material business terms (collectively, the “Intended Sale Terms”) on which the Transferring Member is willing to sell one-hundred percent (100%) of its Membership Interest free and clear of any claims or encumbrances. The Non-Transferring Member shall have the right (but not the obligation) to elect to purchase the Transferring Member’s Membership Interest in accordance with the Intended Sale Terms by delivering written notice (the “Option Notice”) of such election to the Transferring Member on or before the sixtieth (60th) day after the date on which the Non-Transferring Member receives the Intended Sale Notice. The failure of the Non-Transferring Member to respond to an Intended Sale Notice within such sixty (60) day period shall be deemed an election by the Non-Transferring Member not to purchase the Membership Interest of the Transferring Member. If the Non-Transferring Member elects (or is deemed to have elected) not to purchase the Transferring Member’s Membership Interest, then the Transferring Member shall have the right (in its sole discretion) to Transfer such Membership Interest to an unaffiliated third-party (which, if Beacon is the Transferring Member, must be a Qualified Transferee), provided that (x) the purchase price received by the Transferring Member as consideration for such Membership Interest is not less than ninety-seven percent (97%) of the ROFO Purchase Price set forth in the Intended Sale Terms or, as applicable, the ROFO Purchase Price determined by a Qualified Appraiser in accordance with paragraph (B) of this Section 9.1(c)), (y) the transaction effectuating such Transfer must otherwise be on business terms not materially different from, or more favorable to the purchaser than, those set forth in the Intended Sale Terms, and (z) the transaction effectuating such Transfer closes within six (6) months after the date of the Intended Sale Notice. If at any time the Transferring Member desires to Transfer its Membership Interest to ...
Right of First Opportunity. Provided Tenant has fully and timely performed all of its obligations hereunder, at any time that space adjacent to the Premises on the second floor becomes available for lease after initially having been leased to and occupied by a third party (the “Option Space”), Tenant shall have a right of first opportunity to lease the Option Space (in whole, not in part). When Option Space becomes available, Landlord shall notify Tenant of the size, location and estimated date of availability of the Option Space and the terms on which Landlord is interested in leasing the space. Tenant shall have 5 business days after receipt of Landlord’s notice to notify Landlord whether or not Tenant is interested in leasing the Option Space. If Tenant notifies Landlord that it is interested within that time period, Landlord will negotiate in good faith with Tenant for the next 7 business days to reach agreement on a lease or lease amendment for the Option Space. If the parties are not able to reach agreement and sign a lease or lease amendment for the Option Space within that 7 business day period, Landlord shall be free to lease the space to any other party. This Right of First Opportunity is subject to all rights granted to other tenants as of the date hereof. Similarly, the Option Space shall not be considered available if the then current tenant of that space wishes to remain there via exercise of a renewal right or by negotiation with Landlord.
Right of First Opportunity. If Residential elects to receive any Additional Service, Residential shall first request a proposal for the provision of such Additional Service from Altisource. Altisource shall have the duration of the Exclusive Tender Period to respond to such request for Additional Service and to provide a proposed SOW to Residential. During the Exclusive Tender Period, Residential shall not solicit proposals or negotiate with any other third party with respect to such request for Additional Service. Upon receipt of Altisource’s proposal for the Additional Service, Residential shall consider such proposal exclusively and shall negotiate with Altisource in good faith with respect to the possible provision by Altisource of such Additional Services.
Right of First Opportunity. (a) If the Customer elects to receive any Additional Service, it shall first request a proposal for the provision of such Additional Service from the Provider. The Provider shall have 30 Business Days (the “Exclusive Tender Period”) to respond to such request for Additional Service and to provide a proposed addendum to the Customer. During the Exclusive Tender Period, the Customer shall not solicit proposals or negotiate with any other third party with respect to such request for Additional Service. Upon receipt of the Provider’s proposal for the Additional Service, the Customer shall consider such proposal and shall negotiate with the Provider in good faith with respect to the possible provision by the Provider of such Additional Services.
(b) If, at the end of the Exclusive Tender Period, the Provider and the Customer do not agree on the proposed Addendum, the Customer may solicit proposals from third parties with respect to the Additional Service; provided, however, that the Customer shall not disclose any information received from the Provider, whether verbal or written, in the proposed Addendum or during the Exclusive Tender Period negotiations, and such information shall be subject to the confidentiality terms hereof.
Right of First Opportunity. The Physician hereby grants IPA the first opportunity to negotiate Risk Contracts and enter into Risk Contracts with a Plan on behalf of the Physician in accordance with the following terms:
a. If the Physician is contacted by a Plan for the purpose of participating in the Plan, or if the Physician desires to participate in a Plan or to renew a contract where the IPA also has a contract with such Plan in effect, in any case after the effective date of this Agreement, the Physician agrees to promptly notify IPA in writing of such offer. IPA will have sixty (60) days from the date of notice to execute a letter of intent to enter into a definitive agreement with the Plan and an additional one hundred twenty (120) days after execution of the letter of intent to negotiate and execute a definitive agreement between IPA and the Plan. The Physician agrees to suspend all negotiations with such Plan during the period in which IPA is conducting negotiations with the Plan. IPA agrees to promptly notify the Physician if IPA decides not to contract with the Plan or is otherwise unable to reach an acceptable agreement with such Plan, and in either such case the Physician may after such notice negotiate and execute a separate agreement with the Plan. IPA will use its best efforts to exercise its right of first refusal in an expeditious manner.
b. If IPA is contacted by a Plan for the purpose of entering into an agreement with the Plan, or if IPA contacts a Plan for the purpose of entering into a contract with the Plan, IPA will promptly notify the Physician in writing of such contact. The Physician agrees to suspend or forego separate negotiation of a contract with the Plan during a one hundred twenty (120) day period from the date of such notice, during which time IPA may negotiate a definitive agreement between IPA and the Plan. IPA agrees to promptly notify the Physician if it decides not to contract with the Plan or is otherwise unable to reach an acceptable agreement with such Plan, and in either such case, the Physician may after such notice negotiate and execute a separate agreement with the Plan.
c. If the Physician has in effect a contract with a Plan as of the date that IPA first executes a contract with a Plan, then the Physician agrees not to renew such contract as of its expiration date and instead to participate in such Plan through IPA as of such expiration date.
Right of First Opportunity. In the event that BREA desires to (i) cause the Company to sell one or more Properties but not more than 25 Properties whether directly or through the sale of one or more Company Subsidiaries or Properties (a “Property Sale”), (ii) cause the Company to sell all or a portion of the Company’s interests in more than 25 Properties or Company Subsidiaries owning more than 25 Properties (collectively, a “Portfolio/Company Interest”), whether directly or indirectly through a sale of interests in one or more Company Subsidiaries (including through an initial public offering or merger) or otherwise (a “Portfolio Sale”) or (iii) sell all or substantially all of its direct or indirect interest in the Company (“BREA’s Membership Interest“, and a sale of BREA’s Membership Interest, a “BREA Membership Sale”) to an unaffiliated third party, then, prior to BREA commencing marketing with respect to any such Property Sale, Portfolio Sale or BREA Membership Sale, BREA shall send the Administrative Member a written notice informing the Administrative Member that BREA intends to commence marketing for such transaction (an “Intent to Sell Notice“).
Right of First Opportunity. (a) If Landlord provides a written proposal, or is provided with a written proposal that Landlord is prepared to accept, to lease Suite 301 on the third (3rd) floor of the Bank of America Building (the “First Opportunity Space”), to a prospective tenant, including Tenant, Landlord will notify Tenant in writing (“Landlord’s First Opportunity Notice”) and, except as otherwise set forth herein, Tenant shall have the right (“Right of First Opportunity”) to lease such First Opportunity Space on the terms and conditions as outlined in Landlord’s First Opportunity Notice, by notifying Landlord of its exercise of such right in accordance with Section (b) below.
(b) In the event Tenant desires to exercise its right to lease the First Opportunity Space, Tenant shall give Landlord unequivocal written notice thereof (“Tenant’s First Opportunity Notice”) within five (5) business days after receipt of Landlord’s First Opportunity Notice. Time is of the essence. If, for any reason, Tenant declines or does not so notify Landlord, then Tenant’s rights with respect to the First Opportunity Space which is the subject of Landlord’s First Opportunity Notice shall be deemed to be waived, and thereafter, after expiration of such five (5) business day period, Landlord may lease such space to any other party.