Common use of First Refusal Notice Clause in Contracts

First Refusal Notice. Except as provided in Section 10.2, Section 10.5 or Section 10.6, if, subsequent to five (5) years after the date hereof, any Party desires to sell all of its and its Affiliates’ Total Interest in the Company it shall give written notice (the “First Refusal Notice”) of such intention to the other Parties (the Party issuing the First Refusal Notice is hereinafter called the “Offeror” and the Parties receiving the First Refusal Notice are hereinafter called the “Offerees”). The First Refusal Notice must set forth (i) the price (the “Refusal Price”) and terms upon which the Offeror has received a bona-fide, third party, arms-length offer to purchase such Total Interest (the Total Interest in the Company subject to the First Refusal Notice is hereinafter called the “Subject Interest”) subject to all liabilities of the Company as of that date, (ii) a copy of such third-party offer, and (iii) the name and address of the proposed purchaser (the “Purchaser”), provided, that the Offeror shall deal with only one Purchaser at a time and the Purchaser shall not be an Affiliate of the Offeror. The Refusal Price set forth therein must be payable with cash consideration only, although, at the Offeror’s election, payment of portions of such cash consideration may be deferred and paid, with interest, in one or more installments after closing. If the First Refusal Notice provides that payment of a portion of the Refusal Price is to be deferred, then the required collateral for such deferred payment shall be described in the First Refusal Notice and shall be the Subject Interest to be purchased and/or a certificate of deposit, irrevocable stand-by letter of credit, or other type of collateral which is generally available, liquid, and not unique. Such First Refusal Notice shall constitute an offer by the Offeror to sell to the Offerees the Subject Interest specified in the First Refusal Notice for such price and terms, exclusive of any brokerage or similar commission provided for therein. Except as set forth in Section 10.5 or Section 10.6, none of the Parties may give a First Refusal Notice until at least five (5) years from the date of this Agreement.

First Refusal Notice. Except as provided in Section 10.2, Section 10.5 or Section 10.6SECTION 11.2, if, subsequent to five the date which is 6 (5six) full calendar years after the date hereofProject Completion Date, any Party either Simon or Chelsea desires to sell all of its and its Affiliates’ Total ' Percentage Interest in the Company Partnership it shall give written notice (the “"First Refusal Notice”") of such intention to the other Parties Partner (the Party Partner issuing the First Refusal Notice is hereinafter called the “"Offeror” " and the Parties Partner receiving the First Refusal Notice are is hereinafter called the “Offerees”"Offeree"). The First Refusal Notice must shall set forth (i) the price (the “"Refusal Price”") and terms upon which the Offeror has received a bona-fide, third party, arms-length offer (the "Bona Fide Offer") to purchase such Total Percentage Interest (the Total Percentage Interest in the Company Partnership subject to the First Refusal Notice is hereinafter called the “"Subject Interest”") subject to all liabilities of the Company Partnership as of that date, (ii) a copy of such third-party offer, and (iii) the name and address of the proposed purchaser (the “Purchaser”)purchaser, provided, that the Offeror shall deal with only one such Purchaser at a time and the Purchaser shall not be an Affiliate of the Offerortime. The Refusal Price set forth therein must be payable with cash consideration only, although, at the Offeror’s 's election, payment of portions of such cash consideration may be deferred and paid, with interest, in one or more installments after closing. Moreover, in furtherance of SECTION 11.3(E) below, so as to avoid a termination of the Company for federal income tax purposes pursuant to Section 708(b)(1)(B) of the Code the First Refusal Notice must propose a structure for the sale of the Subject Interest so that the sale when combined with previous sales will not cause there to be a sale or exchange of more than a forty-nine percent (49%) interest in the Net Profits or capital of the Partnership in any 12-month period, or, alternatively to fairly compensate the Offeree for the cost (including loss of benefits and/or increased taxes) of any such tax termination. Any First Refusal Notice providing for non-cash consideration, in whole or in part, (except as permitted in this SECTION 11.3(A)) or a sale that would cause a combined sale or exchange of more than a forty-nine percent (49%) interest in any 12-month period (except as permitted in this SECTION 11.3(A)) shall not be effective to institute the First Refusal procedures. If the First Refusal Notice provides that payment of a portion of the Refusal Price is to be deferred, then the required collateral for such deferred payment shall be described in the First Refusal Notice and shall be the Subject Interest to be purchased and/or a certificate of deposit, irrevocable stand-by letter of credit, or other type of collateral which is generally available, liquid, and not unique. Such First Refusal Notice shall constitute an offer by the Offeror to sell to the Offerees Offeree the Subject Interest specified in the First Refusal Notice for such price and terms, exclusive of any brokerage or similar commission provided for therein. Except as set forth in Section 10.5 or Section 10.6otherwise provided herein, none of the Parties neither Simon nor Chelsea may give a the First Refusal Notice until at least five during the Construction Period, or for six (56) years from after the date of this AgreementProject Completion Date.

First Refusal Notice. Except as provided in Section 10.2, Section 10.5 or Section 10.6, if, subsequent to five (5) years after In the date hereof, any Party event that Landlord shall determine that it desires to sell lease all or any portion of its the remainder of the 37th Floor of the South Tower (“Remainder Space”) and its Affiliates’ Total Interest in has reached agreement with the Company proposed tenant on the primary economic terms of a proposed lease with respect thereto, it shall give deliver a written notice of such fact to Tenant (the a “First Refusal Notice”) of such intention to the other Parties (the Party issuing the First ), which Refusal Notice is hereinafter called the “Offeror” and the Parties receiving the First Refusal Notice are hereinafter called the “Offerees”). The First Refusal Notice must set forth shall (i) describe the price location, size and configuration of the portion of the Remainder Space proposed to be so leased (“Proposed Space”), all material terms of the “Refusal Price”) proposed transaction, the identity of the proposed tenant and terms upon which the Offeror has received a bona-fide, third party, arms-length offer nature of the proposed tenant’s use and business to purchase such Total Interest (the Total Interest be conducted in the Company subject to the First Refusal Notice is hereinafter called the “Subject Interest”) subject to all liabilities of the Company as of that dateProposed Space, (ii) shall enclose a copy of such third-party offer, and (iii) the name and address executed letter of intent for the proposed purchaser transaction (which shall conform to the “Purchaser”)requirements of this Section 30.19) and a copy of any mutually executed lease, provided, side letters or other executed agreements concerning the proposed transaction. In the event that the Offeror proposed transaction is proposed to affect more space in the Project than the Remainder Space, the Refusal Notice shall deal with only one Purchaser at cover the entire proposed transaction but shall propose a time fair and equitable allocation (and application) of terms of such transaction to the Purchaser shall not be an Affiliate of the OfferorRemainder Space. The Refusal Price set forth therein must be payable with cash consideration only, although, at the Offeror’s election, payment of portions of such cash consideration may be deferred and paid, with interest, in one or more installments after closing. If the First Refusal Notice provides that payment of a portion of the Refusal Price is to be deferred, then the required collateral for such deferred payment shall be described in the First Refusal Notice and shall be the Subject Interest to be purchased and/or a certificate of deposit, irrevocable stand-by letter of credit, or other type of collateral which is generally available, liquid, and not unique. Such First Refusal Notice shall constitute an offer (“Lease Offer”) by Landlord to lease to Tenant the Offeror Remainder Space (or so much thereof that is proposed to sell to be leased in connection with the Offerees proposed transaction) on the Subject Interest specified same primary economic terms as are being proposed for the Remainder Space in the First proposed transaction described in the Refusal Notice Notice. For purposes of this Section 30.19, “primary economic terms” means term, commencement date, base rent, base year, method for such price allocating operating expenses, tenant improvement allowance, landlord’s work, free rent, other allowances or economic inducements, parking privileges and termsparking rent, exclusive of any brokerage tenant improvement construction period, “Proposition 13” treatment (or similar commission provided for therein. Except as set forth treatment) if any, special handling of direct charges, options or other rights to expand or extend and other term which an experienced, sophisticated tenant or tenant broker would consider a primary economic term (and which is generally performable (in Section 10.5 or Section 10.6, none the case of the Parties may give a First Refusal Notice until at least five (5tenant obligations) years from the date of this Agreementby most financially qualified tenants).

First Refusal Notice. Except as provided in Section 10.2(a) If, Section 10.5 or Section 10.6, if, subsequent to five (5) years at any time after the date hereofthat is twelve (12) months after the Effective Date (the “First Refusal Right Effective Date”), any Party desires the First Refusal Space, or a portion thereof, becomes available, and Landlord has an offer or proposal to sell lease all or part of its and its Affiliates’ Total Interest in such First Refusal Space from a “bona fide” prospect that is not affiliated with or controlled by or under common control with Landlord (the Company it “Prospect”) which Landlord is willing to accept, Landlord shall give deliver written notice to Tenant (the “First Refusal Notice”) of the availability of such intention to the other Parties (the Party issuing portion of the First Refusal Notice is hereinafter called the “Offeror” and the Parties receiving the First Refusal Notice are hereinafter called the “Offerees”)Space. The First Refusal Notice must set forth (i) shall specify the price (approximate location and square footage of the portion of the First Refusal Space which has or will become available, the proposed Lease Term and the proposed Minimum Annual Rent and Monthly Rental Installments and other economic terms for the lease of such space, which proposed Lease Term, Base Rent and other economic terms shall be the Lease Term, Minimum Annual Rent and Monthly Rental Installments and other economic terms agreed upon with the Prospect. If the Prospect is interested in combining all or part of the First Refusal Space with other space in the Building, Landlord shall also specify such additional space in its First Refusal Notice to Tenant. The portion of the First Refusal Space, plus such additional space, if any, is hereinafter referred to as the “Refusal PriceOffered Space.” (b) and terms upon which the Offeror has received a bona-fide, third party, arms-length offer to purchase such Total Interest Tenant shall have seven (the Total Interest in the Company subject to 7) business days from its receipt of the First Refusal Notice is hereinafter called to notify Landlord in writing that Tenant desires to lease the “Subject Interest”Offered Space. If Tenant does so exercise its First Refusal Right by notifying Landlord within such seven (7) subject business day period, the Offered Space shall be added to all liabilities the Leased Premises in accordance with the provisions of the Company as this Article 17. If Tenant does not exercise such First Refusal Right or fails to notify Landlord within such seven (7) business day period of that date, (ii) a copy of such third-party offer, and (iii) the name and address of the proposed purchaser (the “Purchaser”), provided, that the Offeror shall deal with only one Purchaser at a time and the Purchaser shall not be an Affiliate of the Offeror. The Refusal Price set forth therein must be payable with cash consideration only, although, at the Offeror’s its election, payment Landlord shall thereafter have the right to lease that portion of portions of such cash consideration may be deferred and paid, with interest, in one or more installments after closing. If the First Refusal Notice provides that payment of Space to any prospective tenant on any terms and conditions not “materially less favorable” to Landlord (as defined below). However, if Landlord desires to enter into a lease for such portion of the First Refusal Price is Space on terms and conditions which are “materially less favorable” to be deferred, then the required collateral for such deferred payment shall be described Landlord than those set forth in the First Refusal Notice and shall be Notice, then Landlord may not enter into such lease without again complying with the Subject Interest to be purchased and/or a certificate provisions of deposit, irrevocable stand-by letter of credit, or other type of collateral which is generally available, liquid, and not unique. Such this First Refusal Notice shall constitute an offer by Right. If Landlord leases such portion of the Offeror First Refusal Space on terms and conditions which are not “materially less favorable to sell to the Offerees the Subject Interest specified Landlord” than those set forth in the First Refusal Notice for Notice, this First Refusal Right shall expire and be of no further force and effect as to such price and termsportion of the First Refusal Space. For purposes of this Section 17.01(a), exclusive the phrase “materially less favorable” shall mean a proposed lease in which the proposed effective rental rate is less than ninety percent (90%) of any brokerage or similar commission provided for therein. Except as the effective rental rate set forth in Section 10.5 or Section 10.6, none of the Parties may give a First Refusal Notice until at least five (5) years from the date of this AgreementNotice.