Common use of First Offer Notice Clause in Contracts

First Offer Notice. Prior to the first time during the First Offer Period that Landlord intends to submit to a third party a Third Party Proposal with respect to any applicable ROFO Space, and provided no holder of any ROFO Space Superior Rights with respect to such applicable ROFO Space desires to lease such applicable ROFO Space, Landlord shall give Tenant written notice (the “First Offer Notice”) that such applicable ROFO Space identified in such Third Party Proposal is then available for lease by Tenant upon either the Early Offer Terms or the Post-24 Month Offer Term, as the case may be (such applicable terms referred to herein as the “ROFO Terms”). On or before the date which is ten (10) business days after Tenant’s receipt of the Landlord’s First Offer Notice (the “Election Date”), Tenant shall deliver written notice to Landlord (“Tenant’s Election Notice”) pursuant to which Tenant shall have the right to elect either to: (a) lease the entire applicable ROFO Space identified in the applicable First Offer Notice upon the applicable ROFO Terms therefor and the non-economic terms set forth in this Lease; provided, however, with respect to any Post-24 Month ROFO Space, if the Base Rent provided for in such ROFO Terms is the Fair Market Rental Rate for such applicable Post-24 Month ROFO Space pursuant to Section 28.3.1(a) above, then Tenant may object in Tenant’s Election Notice to such Fair Market Rental Rate for such applicable Post-24 Month ROFO Space as designated by Landlord in such applicable First Offer Notice, in which case the arbitration provisions of the Lease Extension Addendum shall apply to determine such applicable Fair Market Rental Rate (if Tenant fails to timely object to Landlord’s determination of such applicable Fair Market Rental Rate in Tenant’s Election Notice, Tenant shall be deemed to have accepted same, and the arbitration provisions of the Lease Extension Addendum shall not apply with respect thereto); or (b) refuse to lease the entire applicable ROFO Space identified in the First Offer Notice, in which event (i) Landlord may lease the ROFO Space identified in such First Offer Notice or any portion thereof to any person or entity on any terms Landlord desires, and (ii) Tenant’s Right of First Offer shall thereupon automatically terminate and be of no further force or effect with respect to the particular ROFO Space identified in such applicable First Offer Notice. If Tenant does not deliver Tenant’s Election Notice to Landlord by the applicable Election Date, Tenant shall be deemed to have elected the option described in clause (b) of this Section 28.4. Notwithstanding anything in this Article 28 to the contrary, Landlord acknowledges and agrees that Tenant’s Right of First Offer to lease any ROFO Space not previously identified in any First Offer Notice delivered by Landlord to Tenant shall not terminate as a result of Tenant’s election or deemed election to refuse to lease any other ROFO Space so identified in a First Offer Notice, and shall continue until such time, but not beyond the First Offer Period, as such other non-identified ROFO Space first becomes available for lease as determined by Landlord as provided hereinabove.

First Offer Notice. Prior to the first time during Such offer of the First Offer Period that Space shall be made by Landlord intends to submit to Tenant in a third party a Third Party Proposal with respect to any applicable ROFO Space, and provided no holder of any ROFO Space Superior Rights with respect to such applicable ROFO Space desires to lease such applicable ROFO Space, Landlord shall give Tenant written notice (the “"First Offer Notice”") that such applicable ROFO which shall specify (a) the location, configuration and rentable square footage of the First Offer Space identified in such Third Party Proposal is then available for lease by Tenant upon either the Early Offer Terms or the Post-24 Month Offer Term, as the case may be (such applicable terms referred to herein as the “ROFO Terms”). On or before and the date which is Landlord plans to deliver such First Offer Space to Tenant (the "First Offer Space Delivery Date"), (b) the Annual Base Rent for the First Offer Space, and (c) any other material economic terms pertaining to the First Offer Space. Tenant may accept the offer set forth in the First Offer Notice by delivering to Landlord (i) an unconditional acceptance of such offer or (ii) an acceptance of such offer noting Tenant's objection to items (b) and (c) above, in writing, within ten (10) business days after Tenant’s receipt delivery by Landlord of the Landlord’s First Offer Notice to Tenant (the “Election Date”"Tenant's First Offer Acceptance Notice"), . If Tenant shall deliver written notice does not accept (or fails to submit Tenant's First Offer Acceptance Notice timely) an offer made by Landlord (“Tenant’s Election Notice”) pursuant to which Tenant shall have the right to elect either to: (a) lease the entire applicable ROFO Space identified in the applicable First Offer Notice upon the applicable ROFO Terms therefor and the non-economic terms set forth in provisions of this Lease; provided, however, Article 39 with respect to any Post-24 Month ROFO Space, if the Base Rent provided for in such ROFO Terms is the Fair Market Rental Rate for such applicable Post-24 Month ROFO Space pursuant to Section 28.3.1(a) above, then Tenant may object in Tenant’s Election Notice to such Fair Market Rental Rate for such applicable Post-24 Month ROFO Space as designated by Landlord in such applicable First Offer Notice, in which case the arbitration provisions of the Lease Extension Addendum shall apply to determine such applicable Fair Market Rental Rate (if Tenant fails to timely object to Landlord’s determination of such applicable Fair Market Rental Rate in Tenant’s Election Notice, Tenant shall be deemed to have accepted same, and the arbitration provisions of the Lease Extension Addendum shall not apply with respect thereto); or (b) refuse to lease the entire applicable ROFO Space identified designated in the First Offer Notice, in which event (i) then Landlord may lease the ROFO Space identified in shall be under no further obligation to Tenant with respect to such First Offer Space except as otherwise expressly set forth in 39.4 below. If Tenant's First Offer Acceptance Notice or any portion thereof contains an objection to any person or entity on any terms Landlord desires, items (b) and (iic) Tenant’s Right of above, Landlord and Tenant shall use commercially reasonable efforts to agree on the Annual Base Rent and other economic terms for the First Offer shall thereupon automatically terminate and be Space within thirty (30) days after Landlord's receipt of no further force or effect with respect to the particular ROFO Space identified in such applicable Tenant's First Offer Acceptance Notice. If Landlord and Tenant does not deliver are unable to reach an agreement within such thirty (30) day period, the Annual Base Rent and other economic terms of Tenant’s Election Notice to Landlord by 's lease of the applicable Election Date, Tenant First Offer Space shall be determined in accordance with Sections 34.7(iii) and 34.7(iv) of this Lease (provided that the thirty (30) day period described in the immediately preceding sentence shall be deemed to have elected the option described Outside Agreement Date in clause (baccordance with Section 34.7(iii) of this Section 28.4. Notwithstanding anything in this Article 28 to the contrary, Landlord acknowledges and agrees that Tenant’s Right of First Offer to lease any ROFO Space not previously identified in any First Offer Notice delivered by Landlord to Tenant shall not terminate as a result of Tenant’s election or deemed election to refuse to lease any other ROFO Space so identified in a First Offer Notice, and shall continue until such time, but not beyond the First Offer Period, as such other non-identified ROFO Space first becomes available for lease as determined by Landlord as provided hereinaboveLease).

First Offer Notice. Prior to 3.1.1 Each of the first time SCS Stockholders (the “Offering SCS Stockholder”) hereby agrees that during the First Offer Period that Landlord intends Term, should he desire to submit to a sell any SCS Ownership Interest owned by him (the “ROFO SCS Ownership Interests”), he shall not enter into any discussions, negotiations or agreement with any third party a Third Party Proposal with respect to any applicable ROFO Space, and provided no holder for the purchase and/or sale of any ROFO Space Superior Rights with respect SCS Ownership Interests without first offering RCAR the right to purchase such applicable ROFO Space desires SCS Ownership Interests, by delivering to lease such applicable ROFO Space, Landlord shall give Tenant RCAR written notice thereof (the “First Offer ROFO SCS Ownership Interests Notice”), which ROFO SCS Ownership Interests Notice shall set forth the material business terms of such proposal including, without limitation, such Offering SCS Stockholder’s proposed sales price, payment method, number of ROFO SCS Ownership Interests and other principal terms. RCAR shall have the option to purchase the ROFO SCS Ownership Interests, which RCAR shall exercise by delivering irrevocable notice to the Offering SCS Stockholder, (the “ROFO Acceptance Notice”) that such applicable ROFO Space identified in such Third Party Proposal is then available for lease by Tenant upon either the Early Offer Terms or the Post-24 Month Offer Term, as the case may be a counter proposal (such applicable terms referred to herein as the “ROFO TermsCounter Proposal”). On or before the date which is , within ten (10) business days after Tenant’s receipt Business Days of the Landlordgiving of the ROFO SCS Ownership Interests Notice, which ROFO Counter Proposal shall set forth RCAR’s First Offer counter proposals to the operative terms and conditions set forth in the ROFO SCS Ownership Interests Notice on which RCAR would be willing to purchase he ROFO SCS Ownership Interests. 3.1.2 If the Offering SCS Stockholder does not accept the ROFO Counter Proposal as evidenced by his written notice of non-acceptance (the “Election Date”), Tenant shall deliver written notice to Landlord (“Tenant’s Election CP Non-acceptance Notice”) pursuant to which Tenant CP Non-acceptance Notice shall have state that the right to elect either to: ROFO Counter Proposal is rejected and, at the option of the Offering SCS Stockholder, may also set forth the Offering SCS Stockholders final proposal if any (a) lease the entire applicable ROFO Space identified in the applicable First Offer Notice upon the applicable ROFO Terms therefor and the non-economic terms “Offering SCS Stockholder Final Proposal”); if an Offering SCS Stockholder Final Proposal is set forth in this Lease; providedthe CP Non-acceptance Notice, however, with respect to any Post-24 Month ROFO Space, if RCAR shall then have three (3) Business Days from the Base Rent provided for in such ROFO Terms is date of the Fair Market Rental Rate for such applicable Post-24 Month ROFO Space pursuant to Section 28.3.1(a) above, then Tenant may object in Tenant’s Election CP Non-acceptance Notice to such Fair Market Rental Rate for such applicable Post-24 Month ROFO Space agree to accept or reject the SCS Stockholder Final Proposal, by providing the Offering SCS Stockholder written notice thereof. Failure by RCAR to provide the notice contemplated by this Section 3.1.2 as designated by Landlord in such applicable First Offer Notice, in which case the arbitration provisions to its acceptance or rejection of the Lease Extension Addendum shall apply to determine such applicable Fair Market Rental Rate (if Tenant fails to timely object to Landlord’s determination of such applicable Fair Market Rental Rate in Tenant’s Election Notice, Tenant SCS Stockholder Final Proposal shall be deemed to have accepted same, and constitute a rejection of such SCS Stockholder Final Proposal. If RCAR does not accept the arbitration provisions of the Lease Extension Addendum shall not apply with respect thereto); or (b) refuse to lease the entire applicable ROFO Space identified in the First Offer SCS Stockholder’s Final Notice, then the Parties shall have such rights as are set forth in which event (i) Landlord may lease the ROFO Space identified in such First Offer Notice or any portion thereof to any person or entity on any terms Landlord desires, and (ii) Tenant’s Right of First Offer shall thereupon automatically terminate and be of no further force or effect with respect to the particular ROFO Space identified in such applicable First Offer Notice. If Tenant does not deliver Tenant’s Election Notice to Landlord by the applicable Election Date, Tenant shall be deemed to have elected the option described in clause (b) of this Section 28.4. Notwithstanding anything in this Article 28 to the contrary, Landlord acknowledges and agrees that Tenant’s Right of First Offer to lease any ROFO Space not previously identified in any First Offer Notice delivered by Landlord to Tenant shall not terminate as a result of Tenant’s election or deemed election to refuse to lease any other ROFO Space so identified in a First Offer Notice, and shall continue until such time, but not beyond the First Offer Period, as such other non-identified ROFO Space first becomes available for lease as determined by Landlord as provided hereinabove3.2.