Common use of First Refusal Notice Clause in Contracts

First Refusal Notice. Except as provided in SECTION 11.2, if, subsequent to the date which is 6 (six) full calendar years after the Project Completion Date, either Simon or Chelsea desires to sell all of its and its Affiliates' Percentage Interest in the Partnership it shall give written notice (the "First Refusal Notice") of such intention to the other Partner (the Partner issuing the First Refusal Notice is hereinafter called the "Offeror" and the Partner receiving the First Refusal Notice is hereinafter called the "Offeree"). The First Refusal Notice 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 Percentage Interest (the Percentage Interest in the Partnership subject to the First Refusal Notice is hereinafter called the "Subject Interest") subject to all liabilities of the Partnership as of that date, (ii) a copy of such third-party offer, and (iii) the name and address of the proposed purchaser, provided, that the Offeror shall deal with only one such Purchaser at a time. 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. 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 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 otherwise provided herein, neither Simon nor Chelsea may give the First Refusal Notice during the Construction Period, or for six (6) years after the Project Completion Date.

First Refusal Notice. Except as provided in SECTION 11.2Section 10.2, Section 10.5 or Section 10.6, if, subsequent to the date which is 6 five (six5) full calendar years after the Project Completion Datedate hereof, either Simon or Chelsea any Party desires to sell all of its and its Affiliates' Percentage ’ Total Interest in the Partnership Company it shall give written notice (the "“First Refusal Notice"”) of such intention to the other Partner Parties (the Partner Party issuing the First Refusal Notice is hereinafter called the "“Offeror" ” and the Partner Parties receiving the First Refusal Notice is are hereinafter called the "Offeree"“Offerees”). The First Refusal Notice shall 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 (the "Bona Fide Offer") to purchase such Percentage Total Interest (the Percentage Total Interest in the Partnership Company subject to the First Refusal Notice is hereinafter called the "“Subject Interest"”) subject to all liabilities of the Partnership Company as of that date, (ii) a copy of such third-party offer, and (iii) the name and address of the proposed purchaserpurchaser (the “Purchaser”), provided, that the Offeror shall deal with only one such Purchaser at a timetime 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 ’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 Offeree 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 otherwise provided hereinset forth in Section 10.5 or Section 10.6, neither Simon nor Chelsea none of the Parties may give the a First Refusal Notice during the Construction Period, or for six until at least five (65) years after from the Project Completion Datedate of this Agreement.

First Refusal Notice. Except as provided in SECTION 11.2, if, subsequent to In the date which is 6 (six) full calendar years after the Project Completion Date, either Simon or Chelsea 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' Percentage Interest in has reached agreement with the Partnership 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 Partner (the Partner issuing the First Refusal Notice is hereinafter called the "Offeror" and the Partner receiving the First Refusal Notice is hereinafter called the "Offeree"). The First , which Refusal Notice shall set forth (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 "Bona Fide Offer") proposed tenant's use and business to purchase such Percentage Interest (the Percentage Interest be conducted in the Partnership subject to the First Refusal Notice is hereinafter called the "Subject Interest") subject to all liabilities of the Partnership 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 purchasertransaction (which shall conform to the 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 cover the entire proposed transaction but shall propose a fair and equitable allocation (and application) of terms of such Purchaser at a timetransaction to the Remainder 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. 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 ("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 Offeree 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 otherwise provided hereintreatment) if any, neither Simon nor Chelsea may give 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 the First Refusal Notice during the Construction Period, or for six (6case of tenant obligations) years after the Project Completion Dateby most financially qualified tenants).

First Refusal Notice. Except as provided in SECTION 11.2, if, subsequent to In the date which is 6 (six) full calendar years after the Project Completion Date, either Simon or Chelsea 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' Percentage Interest in has reached agreement with the Partnership 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 "First a “Refusal Notice") of such intention to the other Partner (the Partner issuing the First Refusal Notice is hereinafter called the "Offeror" and the Partner receiving the First Refusal Notice is hereinafter called the "Offeree"”). The First , which Refusal Notice shall set forth (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 "Bona Fide Offer") proposed tenant’s use and business to purchase such Percentage Interest (the Percentage Interest be conducted in the Partnership subject to the First Refusal Notice is hereinafter called the "Subject Interest") subject to all liabilities of the Partnership 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 purchasertransaction (which shall conform to the 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 cover the entire proposed transaction but shall propose a fair and equitable allocation (and application) of terms of such Purchaser at a timetransaction to the Remainder 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. 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 (“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 Offeree 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 otherwise provided hereintreatment) if any, neither Simon nor Chelsea may give 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 the First Refusal Notice during the Construction Period, or for six (6case of tenant obligations) years after the Project Completion Dateby most financially qualified tenants).