Common use of Conditions to Right of First Offer Clause in Contracts

Conditions to Right of First Offer. Notwithstanding anything to the contrary in this Section 17.25, Lessor shall have no obligation to provide Lessee with an Offer Notice, and Lessee shall have no right to exercise Lessee’s Right of First Offer, if: (i) Lessor has delivered a written notice to Lessee that Lessee is in default hereunder or under the Building 10 Lease and such default has not yet been cured either: (a) at the time Lessor seeks to lease the Available Space in question, or at the time Lessee seeks to give Lessor an Acceptance Notice, whichever, is relevant, or (b) upon the date Lessee seeks to take possession of the Available Space referenced in the Offer Notice, (ii) Lessee has assigned this Lease or sublet more than fifty percent (50%) of the rentable space located in the Premises to a party other than an Affiliate, (iii) Lessee then occupies less than fifty percent (50%) of the Premises, (iv) Lessee has received more than three (3) written notices of monetary default and more than one (1) written notice of a non-monetary default from Lessor hereunder during the Lease Term or under the Building 10 Lease during the “Lease Term” of that lease, (v) as of the date of such Offer Notice, Lessee does not meet the financial tests set forth in Schedule 6 attached hereto, or (vi) Lessor’s lender does not consent to Lessee’s expansion into the Available Space..

Conditions to Right of First Offer. Notwithstanding anything to the contrary in this Section 17.25, Lessor shall have no obligation to provide Lessee with an Offer Notice, and Lessee shall have no right to exercise Lessee’s Right of First Offer, if: (i) Lessor has delivered a written notice to Lessee that Lessee is in default hereunder or under the Building 10 9 Lease and such default has not yet been cured either: (a) at the time Lessor seeks to lease the Available Space in question, or at the time Lessee seeks to give Lessor an Acceptance Notice, whichever, is relevant, or (b) upon the date Lessee seeks to take possession of the Available Space referenced in the Offer Notice, (ii) Lessee has assigned this Lease or sublet more than fifty percent (50%) of the rentable space located in the Premises to a party other than an Affiliate, (iii) Lessee then occupies less than fifty percent (50%) of the Premises, (iv) Lessee has received more than three (3) written notices of monetary default and more than one (1) written notice of a non-monetary default from Lessor hereunder during the Lease Term or under the Building 10 9 Lease during the “Lease Term” of that lease, (v) as of the date of such Offer Notice, Lessee does not meet the financial tests set forth in Schedule 6 attached hereto, or (vi) Lessor’s lender does not consent to Lessee’s expansion into the Available Space..

Conditions to Right of First Offer. Notwithstanding anything to the contrary in this Section 17.2517.26, Lessor Landlord shall have no obligation to provide Lessee Tenant with an Offer Notice, and Lessee Tenant shall have no right to exercise LesseeTenant’s Right of First Offer, if: (i) Lessor Tenant has delivered a received an uncured written notice to Lessee that Lessee is in from Landlord of a monetary or material non-monetary default hereunder or under the Building 10 Lease and such default has not yet been cured by Tenant hereunder, either: (a) at the time Lessor Landlord seeks to lease the Available Space in question, or at the time Lessee Tenant seeks to give Lessor Landlord an Acceptance Notice, whichever, is relevant; provided, however, that if Tenant cures such a default and Landlord is then still offering the Available Space for lease, Landlord shall deliver an Offer Notice to Tenant, and Tenant may deliver an Acceptance Notice to Landlord pursuant to the terms of this Section 17.26 once such cure is complete, or (b) upon the date Lessee Tenant seeks to take possession of the Available Space referenced in the Offer Notice, (ii) Lessee Tenant has assigned this Lease or sublet more than fifty twenty-five percent (5025%) of the rentable space located in the Premises to a party other than an Affiliate, (iii) Lessee Tenant then occupies less than fifty seventy-five percent (5075%) of the Premises, Premises or (iv) Lessee Tenant has received more than three (3) written notices of monetary default and more than one (1) written notice of a non-monetary default from Lessor hereunder Landlord during the Term of this Lease. Tenant’s Right of First Offer shall be personal to Tenant and Tenant’s Affiliate and shall not be transferable with any assignment of this Lease Term or under the Building 10 Lease during the “Lease Term” of that lease, (v) as subletting of the date of such Offer Notice, Lessee does not meet the financial tests set forth in Schedule 6 attached hereto, or (vi) Lessor’s lender does not consent to Lessee’s expansion into the Available Space..Premises.

Conditions to Right of First Offer. Notwithstanding anything to the contrary in this Section 17.25, Lessor shall have no obligation to provide Lessee with an Offer Notice, and Lessee shall have no right to exercise Lessee’s Right of First Offer, if: (i) Lessor has delivered a written notice to Lessee that Lessee is in default hereunder or under the Building 10 9 Lease and such default has not yet been cured either: (a) at the time Lessor seeks to lease the Available Space in question, or at the time Lessee seeks to give Lessor an Acceptance Notice, whichever, is relevant, or (b) upon the date Lessee seeks to take possession of the Available Space referenced in the Offer Notice, (ii) Lessee has assigned this Lease or sublet more than fifty percent (50%) of the rentable space located in the Premises to a party other than an Affiliate, (iii) Lessee then occupies less than fifty percent (50%) of the Premises, (iv) Lessee has received more than three (3) written notices of monetary default and more than one (1) written notice of a non-monetary default from Lessor hereunder during the Lease Term or under the Building 10 9 Lease during the “Lease Term” of that lease, (v) as of the date of such Offer Notice, Lessee does not meet the financial tests set forth in Schedule 6 attached hereto, or (vi) Lessor’s lender does not consent to Lessee’s expansion into the Available Space.... Lessee’s Right of First Offer shall be personal to Lessee and Lessee’s Affiliate and shall not be transferable with any assignment of this Lease or subletting of the Premises.

Conditions to Right of First Offer. Notwithstanding anything to the contrary in this Section 17.25, Lessor shall have no obligation to provide Lessee with an Offer Notice, and Lessee shall have no right to exercise Lessee’s Right of First Offer, if: (i) Lessor has delivered a written notice to Lessee that Lessee is in default hereunder or under the Building 10 Lease and such default has not yet been cured either: (a) at the time Lessor seeks to lease the Available Space in question, or at the time Lessee seeks to give Lessor an Acceptance Notice, whichever, whichever is relevant, or (b) upon the date Lessee seeks to take possession of the Available Space referenced in the Offer Notice, (ii) Lessee has assigned this Lease or sublet more than fifty twenty-five percent (5025%) of the rentable space located in the Premises to a party other than an Affiliate, (iii) Lessee Lessee, and/or any Affiliate, then occupies less than fifty seventy-five percent (5075%) of the Premises, (iv) Lessee has received more than three (3) written notices of monetary default and more than one (1) written notice of a non-monetary default from Lessor hereunder during the Term of this Lease Term or under the Building 10 Lease during the “Lease Term” of that lease, (v) as of the date of such Offer Notice, Lessee does not meet the financial tests set forth in Schedule 6 attached hereto, or (vi) Lessor’s lender does not consent agree to Lessee’s expansion into the Available Space.., or (vi) at the time Lessor seeks to lease the Available Space in question, or at the time Lessee seeks to give Lessor an Acceptance Notice, which ever is relevant, (A) the net worth of Lessee is less than the net worth of Lessee as of the date of this Lease, or (B) the sum of Lessee’s cash, cash equivalents and short term investments is less than six (6) times the average reported quarterly operating expenses over the four (4) most recent quarters. Lessee’s Right of First Offer shall be personal to Lessee and Lessee’s Affiliate and shall not be transferable with any assignment of this Lease or subletting of the Premises.