Common use of First Refusal to Purchase Clause in Contracts

First Refusal to Purchase. Without limiting Tenant's rights to renew or extend the Term as set forth in this Lease, Landlord hereby grants to Tenant a right of first refusal to purchase the Premises, or any land of which the Premises is a part, upon the same terms and conditions as contained in any bona fide purchase offer Landlord, or its successors and assigns, may receive prior to the cancellation or termination of this Lease, as extended, and that Landlord intends to accept. Tenant shall have twenty (20) days after receipt from Landlord of written notice of such offer, with a certified full written statement of such offer and copy of the proposed sale agreement (“Proposed Sale Agreement”) to exercise its option to purchase and accept any such proposed sale terms. Tenant shall exercise such option of first refusal by delivery of notice to Landlord accepting such offer. If Tenant exercises its option, Landlord and Tenant shall enter into a commercially reasonable sale agreement (“Sale Agreement”) upon the economic terms of the Proposed Sale Agreement; provided, however, irrespective of the terms of the Proposed Sale Agreement, the Sale Agreement shall provide that (a) Landlord shall deliver to Tenant a current commitment (with the policy premium to be at Tenant’s cost) for an owners title insurance policy issued by a title company acceptable to Tenant committing to insure Tenant in the amount of the purchase price and showing title to be good and marketable fee simple, free and clear of all liens, reservations, easements encumbrances, restrictions of record and encroachments, except such matters as encumber the Premises as of the date of this Lease, (b) transfer of title by Landlord to Tenant shall be effected by special warranty deed conveying such title, (c) Landlord shall satisfy and remove from title at closing any and all monetary encumbrances, including any mortgage or trust deed, and (d) Tenant shall have no obligations for payment of any brokerage fee in connection with the purchase and if any such payment is due it shall be paid by Landlord. Notwithstanding Xxxxxx's failure to exercise such right of first refusal on a single occasion, such right of first refusal shall be a continuing right throughout the balance of the Term and Landlord shall be obligated to submit any future offers to Tenant. If Tenant declines to exercise this right of first refusal, it shall, upon request, provide a waiver letter to Landlord waiving its right to purchase as to the transaction presented.

First Refusal to Purchase. Without limiting Tenant's rights to renew or extend the Term as set forth in this Lease, Landlord hereby grants to Tenant a right of first refusal to purchase the Premises, or any land of which the Premises is a part, upon the same terms and conditions as contained in any bona fide purchase offer Landlord, or its successors and assigns, may receive prior to the cancellation or termination of this Lease, as extended, and that Landlord intends to accept. Tenant shall have twenty (20) days after receipt from Landlord of written notice of such offer, with a certified full written statement of such offer and copy of the proposed sale agreement (“Proposed Sale Agreement”) to exercise its option to purchase and accept any such proposed sale terms. Tenant shall exercise such option of first refusal by delivery of notice to Landlord accepting such offer. If Tenant exercises its option, Landlord and Tenant shall enter into a commercially reasonable sale agreement (“Sale Agreement”) upon the economic terms of the Proposed Sale Agreement; provided, however, irrespective of the terms of the Proposed Sale Agreement, the Sale Agreement shall provide that (a) Landlord shall deliver to Tenant a current commitment (with the policy premium to be at Tenant’s cost) for an owners title insurance policy issued by a title company acceptable to Tenant committing to insure Tenant in the amount of the purchase price and showing title to be good and marketable fee simple, free and clear of all liens, reservations, easements encumbrances, restrictions of record and encroachments, except such matters as encumber the Premises as of the date of this Lease, (b) transfer of title by Landlord to Tenant shall be effected by special warranty deed conveying such title, (c) Landlord shall satisfy and remove from title at closing any and all monetary encumbrances, including any mortgage or trust deed, and (d) Tenant shall have no obligations for payment of any brokerage fee in connection with the purchase and if any such payment is due it shall be paid by Landlord. Notwithstanding XxxxxxTenant's failure to exercise such right of first refusal on a single occasion, such right of first refusal shall be a continuing right throughout the balance of the Term and Landlord shall be obligated to submit any future offers to Tenant. If Tenant declines to exercise this right of first refusal, it shall, upon request, provide a waiver letter to Landlord waiving its right to purchase as to the transaction presented.

First Refusal to Purchase. Without limiting Tenant's rights to renew or extend During the Term as set forth in this Leasefirst three ------------------------- years of the Initial Term, Landlord hereby grants to Tenant shall have a right of first refusal option to purchase the Premises, or any land of which the Premises is a part, and each Leased Property upon the same terms and conditions as contained in any bona fide purchase offer LandlordLessor shall propose to sell the applicable Leased Property, or its successors upon the same terms and assigns, may receive prior conditions of any offer from a third party to purchase the cancellation or termination of this Lease, as extended, and that Landlord applicable Leased Property which Lessor intends to acceptaccept (or has accepted subject to Tenant's right of first refusal herein). If, during the first three years of the Initial Term, Lessor reaches such agreement with a third party or proposes to offer any Leased Property for sale, Lessor shall promptly notify Tenant of the purchase price and all other material terms and conditions of such agreement or proposed sale and Tenant shall have twenty thirty (2030) days after receipt from Landlord of written notice of such offer, with a certified full written statement of such offer and copy of the proposed sale agreement (“Proposed Sale Agreement”) notice from Lessor within which time to exercise its Tenant's option to purchase and accept any such proposed sale terms. Tenant shall exercise such option of first refusal by delivery of notice to Landlord accepting such offerpurchase. If Tenant exercises its option, Landlord and Tenant then such transaction shall enter into a commercially reasonable sale agreement be consummated within sixty (“Sale Agreement”60) upon the economic terms of the Proposed Sale Agreement; provided, however, irrespective of the terms of the Proposed Sale Agreement, the Sale Agreement shall provide that (a) Landlord shall deliver to Tenant a current commitment (with the policy premium to be at Tenant’s cost) for an owners title insurance policy issued by a title company acceptable to Tenant committing to insure Tenant in the amount of the purchase price and showing title to be good and marketable fee simple, free and clear of all liens, reservations, easements encumbrances, restrictions of record and encroachments, except such matters as encumber the Premises as of days after the date of receipt by Lessor of notice of such exercise in accordance with the terms and conditions of such agreement, as to price and the other conditions set forth therein and in accordance with the provisions of Article XVIII hereof to the extent not inconsistent therewith, on the first day of the first month after all permits for owning or operating the Facility on the Leased Property have been obtained by Tenant, but in no event later than 120 days after the date of receipt by Lessor of notice of the exercise by Tenant of this Leaseoption. If Tenant shall not exercise Tenant's option to purchase within said thirty (30) day period after receipt of said notice from Lessor, (b) transfer Lessor shall be free for a period of title by Landlord one year after the expiration of said 30 day period to sell the applicable Leased Property to any third party at a price and upon terms no less favorable to Lessor than those so offered to Tenant. Whether or not such sale is consummated, Tenant shall be effected by special warranty deed conveying such titleentitled to exercise its right of first refusal as provided in this section, as to any subsequent sale of the applicable Leased Property during the first three (3) years of the Term of this Lease. The provisions of this Section 37.1 shall not apply to any transaction involving (i) the sale of stock of Lessor, (cii) Landlord shall satisfy and remove from title at closing the sale of all or substantially all of Lessor's assets, (iii) any and all monetary encumbrances, including any mortgage or trust deed, and (d) Tenant shall have no obligations for payment transfer of any brokerage fee the applicable Leased Property to a Facility Mortgagee in connection with the purchase and if financing of such Leased Property, or (iv) the transfer of any such payment is due it shall be paid by Landlord. Notwithstanding Xxxxxx's failure Leased Property to exercise such right an Affiliate of first refusal on a single occasion, such right of first refusal shall be a continuing right throughout the balance of the Term and Landlord shall be obligated to submit any future offers to Tenant. If Tenant declines to exercise this right of first refusal, it shall, upon request, provide a waiver letter to Landlord waiving its right to purchase as to the transaction presentedLessor.

First Refusal to Purchase. Without limiting Tenant's rights to renew or extend the Term as set forth in this LeaseProvided no Event of Default shall have occurred and be continuing, Landlord hereby grants to Tenant Lessee shall have a right of first refusal to purchase any of the Premises, or any land Leased Properties during the Term of which the Premises is a part, this Lease upon the same terms and conditions as contained proposed in any a bona fide purchase written offer Landlordto Lessor, or its successors and assigns, may receive prior by a third party who does not qualify as an Affiliate. If Lessor receives a bona fide offer from such a third party and Lessor desires to accept said offer, Lessor shall promptly notify Lessee of the cancellation or termination of this Lease, as extended, proposed purchase price and that Landlord intends to accept. Tenant shall have twenty (20) days after receipt from Landlord of written notice all other material terms and conditions of such offer, with a certified full written statement of and Lessee shall have thirty (30) days after such offer and copy of the proposed sale agreement (“Proposed Sale Agreement”) notice from Lessor within which time to elect to exercise Lessee's right to purchase. If Lessee elects to exercise its option right to purchase and accept any purchase, then such proposed sale terms. Tenant transaction shall exercise such option of first refusal by delivery of be consummated within sixty (60) days after Lessee's notice to Landlord accepting Lessor of such election, in accordance with the terms and conditions of such offer. If Tenant exercises Lessee fails to exercise its optionright of first refusal within the time set forth above, Landlord and Tenant then Lessor shall enter into have the right for a commercially reasonable period of ninety (90) days to sell such property to the prospective purchaser on the same terms as the offer. If such sale agreement is not completed within such ninety (“Sale Agreement”90) upon day period, Lessee's right of first refusal shall thereafter apply to such property. Notwithstanding anything to the economic terms of the Proposed Sale Agreement; providedcontrary herein, however, irrespective of the terms of the Proposed Sale Agreement, the Sale Agreement shall provide that (a) Landlord shall deliver to Tenant a current commitment (with the policy premium to be at Tenant’s cost) for an owners title insurance policy issued by a title company acceptable to Tenant committing to insure Tenant in the amount of the purchase price and showing title to be good and marketable fee simple, free and clear of all liens, reservations, easements encumbrances, restrictions of record and encroachments, except such matters as encumber the Premises as of the date of this Lease, (b) transfer of title by Landlord to Tenant shall be effected by special warranty deed conveying such title, (c) Landlord shall satisfy and remove from title at closing any and all monetary encumbrances, including any mortgage or trust deed, and (d) Tenant shall have no obligations for payment of any brokerage fee in connection with the purchase and if any such payment is due it shall be paid by Landlord. Notwithstanding Xxxxxx's failure to exercise such right of first refusal on a single occasionshall not apply to any conveyance by mortgage or deed of trust executed by Lessor in favor of any Lessor's Mortgagee, or to any foreclosure or deed in lieu of foreclosure thereof, (b) any purchase pursuant to such right of first refusal shall be a continuing right throughout the balance subject to any such mortgage or deed of the Term trust and Landlord shall not affect Lessee's obligations under this Lease, and (c) all rights of first refusal shall be obligated to submit deemed extinguished by foreclosure of, or acceptance of a deed in lieu of foreclosure with respect to, any future offers to Tenant. If Tenant declines to exercise such mortgage or deed of trust, but all other provisions of this right of first refusal, it shall, upon request, provide a waiver letter to Landlord waiving its right to purchase as to the transaction presentedLease shall remain in full force and effect.

First Refusal to Purchase. Without limiting Tenant's rights to renew or extend (a) During the Term of this Master Lease Document and continuing for ninety (90) days after the expiration of the Term hereof, Lessee shall have a first refusal option to purchase the Leased Property upon the same price, terms and conditions as set forth in this LeaseLessor shall propose to sell the Leased Property, Landlord hereby grants or upon the same price, terms and conditions of any offer from a third party to Tenant a purchase the Leased Property that Lessor intends to accept (or has accepted subject to Lessee’s right of first refusal herein) but if Lessee exercises this right of first refusal after the expiration of the Term of the Lease the purchase price shall not be less than the Minimum Repurchase Price. If, during the Term or such ninety (90) day period after the expiration of the Term, Lessor reaches such agreement with a third party or proposes to offer the Leased Property for sale, Lessor shall promptly notify Lessee of the purchase price and all other material terms and conditions of such agreement or proposed sale and Lessee shall have thirty (30) days after the Premisesreceipt of such Notice from Lessor within which time to exercise Lessee’s option to purchase. If Lessee exercises its option, or any land of which then the Premises is a part, sale to Lessee shall be consummated upon the same terms and conditions as contained in any bona fide purchase offer Landlordsuch agreement or proposed sale, or its successors including the price and assignsother conditions set forth therein. Such sale to Lessee shall be made in accordance with the provisions of Article XVIII hereof, may receive prior to the cancellation extent not inconsistent herewith, on the first day of the first month after all permits for owning or termination of this Leaseoperating the Facility on the Leased Property have been obtained by Lessee, as extended, and that Landlord intends to accept. Tenant shall have twenty but in no event later than three hundred sixty-five (20365) days after the date of receipt from Landlord by Lessor of written notice of such offer, with a certified full written statement of such offer and copy Notice of the proposed sale agreement (“Proposed Sale Agreement”) to exercise by Lessee of this option. If Lessee does not exercise its option to purchase and accept within said thirty (30) day period after receipt of said Notice from Lessor, Lessor shall be free for a period of ninety (90) days after the expiration of said thirty (30) day period to sell the Leased Property to any such proposed sale terms. Tenant shall exercise such option of first refusal by delivery of notice to Landlord accepting such offer. If Tenant exercises its option, Landlord and Tenant shall enter into third party at a commercially reasonable sale agreement (“Sale Agreement”) upon the economic terms of the Proposed Sale Agreement; provided, however, irrespective of the terms of the Proposed Sale Agreement, the Sale Agreement shall provide that (a) Landlord shall deliver to Tenant a current commitment (with the policy premium to be at Tenant’s cost) for an owners title insurance policy issued by a title company acceptable to Tenant committing to insure Tenant in the amount of the purchase price and showing title upon terms substantially similar to be good and marketable fee simplein any event no less favorable to Lessor than those so offered to Lessee. Whether or not such sale to a third party is consummated, free and clear of all liens, reservations, easements encumbrances, restrictions of record and encroachments, except such matters as encumber the Premises as of the date of this Lease, (b) transfer of title by Landlord to Tenant Lessee shall be effected by special warranty deed conveying such title, (c) Landlord shall satisfy and remove from title at closing any and all monetary encumbrances, including any mortgage or trust deed, and (d) Tenant shall have no obligations for payment of any brokerage fee in connection with the purchase and if any such payment is due it shall be paid by Landlord. Notwithstanding Xxxxxx's failure entitled to exercise such its right of first refusal on as provided in this Section as to any subsequent sale or proposed sale of the Leased Property during the Term of this Master Lease Document or said ninety (90) day period. (b) Lessor agrees not to sell a single occasionpart of the Leased Property to anyone unless it is selling all parts of the Leased Property concurrently. In any case, such Lessee’s right of first refusal shall be a continuing right throughout applicable to all sales or proposed sales of all or any part of the balance Leased Property and the price at which Lessee may so purchase shall be the lesser of (i) the proposed sale price of the parts or (ii) the then Fair Market Value Purchase Price of the parts of the Leased Property. . Beginning on the date of expiration of the Term of this Master Lease Document , as the same may have been extended, and Landlord continuing for ninety (90) days thereafter, provided this Master Lease Document was in full force and effect and there was no uncured Event of Default outstanding immediately prior to such expiration date. Lessee shall be obligated have a first refusal option to submit lease the Leased Property upon the same terms and conditions as Lessor shall propose to lease the Leased Property or upon the same terms and conditions of any future offers offer from any third party that Lessor intends to Tenant. If Tenant declines accept (or has accepted subject to exercise this Lessee’s right of first refusalrefusal herein). If, it shallduring or before such ninety (90) day period, upon requestLessor reaches such agreement with a third party or proposes to lease the Leased Property to a third party, provide Lessor shall promptly notify Lessee of the rental rates and all other material terms and conditions of such agreement or proposal and Lessee shall have thirty (30) days after receipt of such Notice from Lessor within which to exercise its option. Lessor and Lessee shall enter into a waiver letter to Landlord waiving its right new lease of the Leased Property as soon as practicable after the date of receipt by Lessor of Notice of such exercise in accordance with the terms and conditions of such agreement or proposal. . Lessee shall have the option, exercisable on not less than six (6) months’ Notice, to purchase the Leased Property upon the expiration of the Fixed Term and each five-year Extended Term at the Fair Market Value Purchase Price of the Leased Property as to of the transaction presentedexpiration of the Fixed Term or such Extended Term, as the case may be.

First Refusal to Purchase. Without limiting Tenant's rights to renew or extend (a) During the Term as set forth in of this Lease, Landlord hereby grants to Tenant Lessee shall have a right of first refusal option to purchase the Premises, or any land of which the Premises is a part, Leased Property upon the same terms and conditions as contained in any bona fide purchase offer LandlordLessor shall propose to sell the Leased Property, or its successors upon the same terms and assigns, may receive prior conditions of any offer from a third party to purchase the cancellation or termination of this Lease, as extended, and that Landlord Leased Property which Lessor intends to accept. Tenant shall have twenty accept (20) days after receipt from Landlord of written notice of such offer, with a certified full written statement of such offer and copy of the proposed sale agreement (“Proposed Sale Agreement”) or has accepted subject to exercise its option to purchase and accept any such proposed sale terms. Tenant shall exercise such option Lessee's right of first refusal by delivery of notice to Landlord accepting such offer. If Tenant exercises its option, Landlord and Tenant shall enter into a commercially reasonable sale agreement (“Sale Agreement”) upon the economic terms of the Proposed Sale Agreementherein); provided, however, irrespective that such first refusal option shall not apply to any sale of the terms Leased Property by Lessor to an Affiliate of Lessor. If, during the Proposed Sale AgreementTerm, Lessor reaches such agreement with a third party or proposes to offer the Sale Agreement Leased Property for sale, Lessor shall provide that (a) Landlord shall deliver to Tenant a current commitment (with the policy premium to be at Tenant’s cost) for an owners title insurance policy issued by a title company acceptable to Tenant committing to insure Tenant in the amount promptly notify Lessee of the purchase price and showing title all other material terms and conditions of such agreement or proposed sale and Lessee shall have thirty (30) days after receipt of such notice from Lessor within which time to exercise Lessee's option to purchase. If Lessee exercises its option, then such transaction shall be good and marketable fee simple, free and clear of all liens, reservations, easements encumbrances, restrictions of record and encroachments, except such matters as encumber the Premises as of consummated within sixty (60) days after the date of receipt by Lessor of notice of such exercise in accordance with the terms and conditions of such agreement, as to price and the other conditions set forth therein and in accordance with the provisions of Article XVIII hereof to the extent not inconsistent therewith, on the first day of the first month after all permits for owning or operating the Facility on the Leased Property have been obtained by Lessee, but in no event later than 120 days after the date of receipt by Lessor of notice of the exercise by Lesser of this Leaseoption. If Lessee shall not exercise Lessee's option to purchase within said thirty (30) day period after receipt of said notice from Lessor, (b) transfer of title by Landlord to Tenant Lessor shall be effected by special warranty deed conveying free for a period of one year after the expiration of said 30 day period to sell the Leased Property to any third party at a price and upon terms no less favorable to Lessor than those so offered to Lessee, Whether or not such titlesale is consummated, (c) Landlord shall satisfy and remove from title at closing any and all monetary encumbrances, including any mortgage or trust deed, and (d) Tenant shall have no obligations for payment of any brokerage fee in connection with the purchase and if any such payment is due it Lessee shall be paid by Landlord. Notwithstanding Xxxxxx's failure entitled to exercise such its right of first refusal on as provided in this section, as to any subsequent sale of the Leased Property during the Term of this Lease. (b) Lessor agrees not to sell a single occasionpart of the Leased Property to anyone unless it is selling all parts of the Leased Property concurrently. In any such case, such Lessee's right of first refusal shall be a continuing right throughout applicable and the balance price at which Lessee may purchase shall be the sum of the Term and Landlord shall be obligated to submit any future offers to Tenant. If Tenant declines to exercise this right proposed sale prices of first refusal, it shall, upon request, provide a waiver letter to Landlord waiving its right to purchase as to the transaction presentedparts.

First Refusal to Purchase. Without limiting Provided, (a) no Default or Event of Default shall have occurred and be continuing, (b) this Agreement shall be of full force and effect, and (c) other than as expressly permitted or required by Section 16 or consented to by Landlord (which consent may be given or withheld by Landlord in its sole discretion), Tenant shall not have assigned this Agreement or subleased all or any portion of the Leased Property, Tenant shall have a first refusal option to purchase the Leased Property upon the same price, terms and conditions as Landlord shall propose to sell the Leased Property, or upon the same price, terms and conditions of any offer from a third party to purchase the Leased Property which Landlord intends to accept (or has accepted subject to Tenant's rights to renew or extend the Term as set forth in this Lease, Landlord hereby grants to Tenant a right of first refusal herein provided); provided, however, that, if the proposed purchase price is for other than cash, Tenant shall have the right to purchase the PremisesLeased Property on cash equivalent terms determined by the agreement of the parties or, if they cannot agree within ten (10) Business Days, by arbitration in accordance with the rules of the American Arbitration Association then in effect. If, during the Term, Landlord reaches such agreement with a third party or any land proposes to offer the Leased Property for sale, Landlord shall promptly give written notice to Tenant of which the Premises is purchase price and all other material terms and conditions of such agreement or proposed sale and Tenant shall have sixty (60) days thereafter to exercise Tenant's option to purchase by written notice to Landlord thereof. Failure of Tenant to respond within such 60-day period shall be deemed a partwaiver of Tenant's right to purchase the Leased Property with respect to such offer pursuant to this Section 15.1. If Tenant exercises its option, the sale to Tenant shall be consummated upon the same terms and conditions as contained in any bona fide purchase offer such agreement or Landlord, or its successors and assigns, may receive prior to the cancellation or termination of this Lease, as extended, and that Landlord intends to accept. Tenant shall have twenty (20) days after receipt from Landlord of written 's notice of such offer, with a certified full written statement of such offer and copy of the proposed sale agreement (“Proposed Sale Agreement”) to sale. If Tenant shall not exercise its option to purchase within the time period and accept any such proposed sale terms. Tenant shall exercise such option of first refusal by delivery of notice to Landlord accepting such offer. If Tenant exercises its optionin the manner above provided, Landlord shall be free to sell the Leased Property to such third party at the price and upon terms substantially similar to those offered to Tenant. The rights granted to Tenant pursuant to this Section 15.1 shall enter into a commercially reasonable sale agreement (“Sale Agreement”) upon the economic terms of the Proposed Sale Agreementnot apply to any financing or sale-leaseback transaction or any transaction pursuant to which Landlord is merged or consolidated with another Person; provided, however, irrespective of that any Person who shall acquire the terms of the Proposed Sale AgreementLeased Premises shall acquire them subject to, and shall be bound by, the Sale Agreement shall provide that (a) Landlord shall deliver to Tenant a current commitment (with the policy premium to be at Tenant’s cost) for an owners title insurance policy issued by a title company acceptable to Tenant committing to insure Tenant in the amount of the purchase price and showing title to be good and marketable fee simple, free and clear of all liens, reservations, easements encumbrances, restrictions of record and encroachments, except such matters as encumber the Premises as of the date provisions of this Lease, (b) transfer Section 15. 1. The provisions of title by Landlord to Tenant this Section 15.1 shall be effected by special warranty deed conveying such title, (c) Landlord shall satisfy and remove from title at closing any and all monetary encumbrances, including any mortgage or trust deed, and (d) Tenant shall have no obligations for payment of any brokerage fee in connection with the purchase and if any such payment is due it shall be paid by Landlord. Notwithstanding Xxxxxx's failure to exercise such right of first refusal on a single occasion, such right of first refusal shall be a continuing right throughout the balance of the Term and Landlord shall be obligated to submit any future offers to Tenant. If Tenant declines to exercise this right of first refusal, it shall, upon request, provide a waiver letter to Landlord waiving its right to purchase as inure to the transaction presentedbenefit of Tenant and any permitted successors and assigns of Tenant pursuant to this Agreement.

First Refusal to Purchase. Without limiting Tenant's rights to renew or extend During the Term hereof and provided that Tenant is not in default hereunder at such time, Tenant shall have a first refusal option to purchase the Leased Property as set forth in this LeaseSection 26.2. In the event that Landlord receives a bona fide written offer to purchase the Leased Property from a third party in letter of intent form, which offer Landlord intends to accept (or has accepted subject to Tenant’s right of first refusal granted herein) (a “Third Party Offer”), then Landlord shall promptly provide Tenant with a copy of such Third Party Offer (the “Third Party Offer Notice”) and Tenant shall have fifteen (15) days after receipt of the Third Party Offer Notice in which to elect to purchase the Leased Property on the same terms and conditions contained in the Third Party Offer. Tenant shall timely provide written confirmation to Landlord of its rejection of its right to purchase the Leased Property on the terms and conditions stated in any Third Party Offer, except that Tenant shall not be entitled to any inspection or feasibility period, but Tenant shall have the same period as the third party to inspect and review survey and title matters. If Tenant should fail to timely provide such written confirmation of its rejection within such fifteen (15) day period, then Tenant shall be deemed to have elected not to meet the terms of the Third Party Offer Notice and Landlord and the third party shall be entitled to proceed with the sale of the Leased Property free and clear of any Tenant right of first refusal to purchase the Leased Property. If Tenant exercises the foregoing option, then such purchase shall be consummated within the time period set forth in the Third Party Offer (reduced by an inspection or feasibility period) and in accordance with the provisions of Article 15 hereof to the extent not inconsistent herewith. If Tenant shall not exercise Tenant’s option to purchase set forth above within said twenty (20) day period after receipt of the Third Party Offer Notice, Landlord hereby grants shall be free to sell the Leased Property to the third party, or its assignee or affiliated entity, at the price, terms and conditions set forth in such offer. Notwithstanding anything to the contrary contained in the foregoing, the terms of the Third Party Offer may be adjusted between Landlord and the Third Party after Tenant’s refusal or decline to purchase under this Section 26.2 as follows: (i) the purchase price may be increased or decreased by 5% or less; (ii) the sharing of expenses in such sale may be changed in any manner that does not effectively reduce the purchase price by 5% or more; (iii) any time periods for inspection, feasibility or closing may be extended from that set forth in the Third Party Offer Notice for up to ninety (90) days; and (iv) additional exxxxxx money may be required or Landlord may require additional consideration (whether applicable or non-applicable to the purchase price) as a condition of any extension of inspection, feasibility or closing periods. In the event that the Third Party Sale fails to close, for whatever reason, Tenant shall be entitled to exercise its right of first refusal as provided in this Section 26.2, as to any subsequently received bona fide third party offer for purchase of the Leased Property that occurs during the Term of this Lease. Notwithstanding anything to the contrary contained in this Section 26.2, if within a single listing period, not to exceed a six (6) month period, Landlord receives a Third Party Offer for the purchase of the Leased Property for at least the asking price for the Leased Property set forth in the Sale Notice delivered to Tenant and setting a closing date within sixty (60) days of that set forth in the Sale Notice, then Tenant shall not have a right of first refusal to purchase the Premises, or any land of which Leased Property. In the Premises event that a Third Party Offer meeting the conditions set forth in the immediately preceding sentence is a part, upon the same terms and conditions as contained in any bona fide purchase offer received by Landlord, or its successors and assigns, may receive prior to the cancellation or termination of this Lease, as extended, and that Landlord intends to accept. Tenant shall have twenty (20) days after receipt from Landlord of written notice of such offer, with a certified full written statement of such offer and copy of the proposed sale agreement (“Proposed Sale Agreement”) to exercise its option to purchase and accept any such proposed sale terms. Tenant shall exercise such option of first refusal by delivery of notice to Landlord accepting such offer. If Tenant exercises its option, Landlord and Tenant shall enter into a commercially reasonable sale agreement (“Sale Agreement”) upon the economic terms of the Proposed Sale Agreement; provided, however, irrespective of the terms of the Proposed Sale Agreement, the Sale Agreement shall provide that (a) Landlord shall deliver to Tenant a current commitment (with the policy premium Third Party Notice otherwise required by this Section 26.2 and shall additionally state on such notice that it believes Tenant to be at Tenant’s cost) for an owners title insurance policy issued by a title company acceptable to Tenant committing to insure Tenant in the amount of the purchase price and showing title to be good and marketable fee simple, free and clear of all liens, reservations, easements encumbrances, restrictions of record and encroachments, except such matters as encumber the Premises as of the date of this Lease, (b) transfer of title by Landlord to Tenant shall be effected by special warranty deed conveying such title, (c) Landlord shall satisfy and remove from title at closing any and all monetary encumbrances, including any mortgage or trust deed, and (d) Tenant shall have no obligations for payment of any brokerage fee in connection with the purchase and if any such payment is due it shall be paid by Landlord. Notwithstanding Xxxxxx's failure to exercise such right of first refusal on a single occasion, such right of first refusal shall be a continuing right throughout the balance of the Term and Landlord shall be obligated to submit any future offers to Tenant. If Tenant declines to exercise this right of first refusal, it shall, upon request, provide a waiver letter to Landlord waiving its right to purchase as to the transaction presentedProperty based upon the Third Party Offer made.

First Refusal to Purchase. Without limiting Tenant's rights to renew (a) During the initial Term hereof (provided that Lessee is not in material default at such time), and during any -------- extended Term (whether or extend the Term as set forth not Lessee is in this Leasematerial default at such time), Landlord hereby grants to Tenant Lessee shall have a right of first refusal option to purchase the Premises, or any land of which the Premises is a part, Leased Property upon the same terms and conditions as contained in any bona fide purchase offer LandlordLessor, or its successors and assigns, may receive prior shall have received an offer from a third party to purchase the cancellation or termination of this LeaseLeased Property, as extended, and that Landlord which Lessor intends to accept. Tenant shall have twenty accept (20) days after receipt from Landlord of written notice of such offer, with a certified full written statement of such offer and copy of the proposed sale agreement (“Proposed Sale Agreement”) or has accepted subject to exercise its option to purchase and accept any such proposed sale terms. Tenant shall exercise such option Lessee's right of first refusal by delivery of notice to Landlord accepting granted herein). If, during the Term, Lessor receives such offer. If Tenant exercises its optionan offer or reaches such agreement with a third party, Landlord and Tenant Lessor shall enter into a commercially reasonable sale agreement (“Sale Agreement”) upon the economic terms of the Proposed Sale Agreement; provided, however, irrespective of the terms of the Proposed Sale Agreement, the Sale Agreement shall provide that (a) Landlord shall deliver to Tenant a current commitment (with the policy premium to be at Tenant’s cost) for an owners title insurance policy issued by a title company acceptable to Tenant committing to insure Tenant in the amount promptly notify Lessee of the purchase price and showing title all other material terms and conditions of such agreement together with a copy of such offer, and Lessee shall have 60 days after receipt of such notice from Lessor within which time to be good and marketable fee simpleexercise Lessee's option to purchase. If Lessee exercises its option, free and clear of all liens, reservations, easements encumbrances, restrictions of record and encroachments, except then such matters as encumber the Premises as of the date of this Lease, (b) transfer of title by Landlord to Tenant purchase shall be effected by special warranty deed conveying such title, (c) Landlord shall satisfy consummated within the time set forth in the third-party offer and remove from title at closing any and all monetary encumbrances, including any mortgage or trust deed, and (d) Tenant shall have no obligations for payment of any brokerage fee in connection accordance with the provisions of Article XVII hereof to the extent not inconsistent herewith.If Lessee does not exercise Lessee's option to purchase and if any such payment is due it within said 60- day period after receipt of said notice from Lessor, Lessor shall be paid by Landlordfree for a period of 180 days after the expiration of said 60-day period to sell the Leased Property to the third party at the price and terms set forth in such offer. Notwithstanding Xxxxxx's failure Whether or not such sale is consummated, Lessee shall be entitled to exercise such its right of first refusal as provided in this section, as to any subsequent sale of the Leased Property during the Term of this Lease. (b) During the twelve-month period commencing on the last date of the initial Term hereof (provided that this Lease has not been terminated prior to -------- said date), or during the twelve-month period commencing on the date of the expiration or earlier termination of any Extended Term (upon the occurrence of an Event of Default or otherwise), Lessee shall have a single occasionfirst refusal option to purchase the Leased Property upon the same terms and conditions as Lessor, such or its successors and assigns, shall have received an offer from a third party to purchase the Leased Property, which Lessor intends to accept (or has accepted subject to Lessee's right of first refusal granted herein). If during such twelve-month period Lessor receives such an offer or reaches such agreement with a third party, Lessor shall promptly notify Lessee of the purchase price and all other material terms and conditions of such agreement together with a copy of such offer, and lessee shall have 30 days after receipt of such notice from Lessor within which time to exercise Lessee's option to purchase. If Lessee exercises its option, then such purchase shall be a continuing right throughout consummated within the balance time set forth in the third-party offer and in accordance with the provisions of Article XVII hereof to the Term and Landlord extent not inconsistent herewith. If Lessee does not exercise Lessee's option to purchase within said 30-day period after receipt of said notice from Lessor, Lessor shall be obligated free for the remainder of such twelve- month period to submit any future offers sell the Leased Property to Tenantthe third party at the price and terms set forth in such offer. If Tenant declines Whether or not such sale is consummated, Lessee shall be entitled to exercise this its right of first refusal, it shall, upon request, provide a waiver letter to Landlord waiving its right to purchase refusal as provided in this section as to any subsequent sale of the transaction presentedLeased Property during such twelve- month period.

First Refusal to Purchase. Without limiting Tenant's rights to renew or extend During the Term as set forth and for ninety (90) days after the expiration of the Term hereof, provided that Lessee is not in default at such time or at the expiration of this Lease, Landlord hereby grants to Tenant Lessee shall have a right of first refusal option to purchase the Premises, or any land of which the Premises is a part, Leased Property upon the same terms and conditions as contained in any bona fide purchase offer LandlordLessor, or its successors and assigns, may receive prior shall propose to sell the cancellation Leased Property, or termination of this Leaseshall have received an offer from a third party to purchase the Leased Property, as extended, and that Landlord which Lessor intends to accept. Tenant shall have twenty accept (20) days after receipt from Landlord of written notice of such offer, with a certified full written statement of such offer and copy of the proposed sale agreement (“Proposed Sale Agreement”) or has accepted subject to exercise its option to purchase and accept any such proposed sale terms. Tenant shall exercise such option Lessee's right of first refusal by delivery of notice to Landlord accepting herein). If, during the Term and such offer. If Tenant exercises its option, Landlord and Tenant shall enter into a commercially reasonable sale agreement ninety (“Sale Agreement”90) upon day period after the economic terms expiration of the Proposed Sale Agreement; providedTerm, howeverLessor reaches such agreement with a third party or proposes to offer the Leased Property for sale, irrespective of the terms of the Proposed Sale Agreement, the Sale Agreement Lessor shall provide that (a) Landlord shall deliver to Tenant a current commitment (with the policy premium to be at Tenant’s cost) for an owners title insurance policy issued by a title company acceptable to Tenant committing to insure Tenant in the amount promptly notify Lessee of the purchase price and showing title all other material terms and conditions of such agreement or proposed sale, and Lessee shall have thirty (30) days after receipt of such notice from Lessor within which time to exercise Lessee's option to purchase. If Lessee exercises its option, then such transaction shall be good and marketable fee simple, free and clear of all liens, reservations, easements encumbrances, restrictions of record and encroachments, except such matters as encumber the Premises as of consummated within sixty (60) days after the date of receipt by Lessor of notice of such exercise in accordance with the terms and conditions set forth therein and in accordance with the provisions of Article XVIII hereof to the extent not inconsistent herewith, on the first day of the first month after all permits for owning or operating the Facility on the Leased Property have been obtained by Lessee, but in no event later than one hundred twenty (120) days after the date of receipt by Lessor of notice of the exercise by Lessee of this Leaseoption. If Lessee shall not exercise Lessee's option to purchase within said thirty (30) day period after receipt of said notice from Lessor, (b) transfer of title by Landlord to Tenant Lessor shall be effected by special warranty deed conveying free for a period of one year after the expiration of said thirty (30) day period to sell the Leased Property to any third party at a price and upon terms no less favorable to Lessor than those so offered to Lessee. Whether or not such titlesale is consummated, (c) Landlord shall satisfy and remove from title at closing any and all monetary encumbrances, including any mortgage or trust deed, and (d) Tenant shall have no obligations for payment of any brokerage fee in connection with the purchase and if any such payment is due it Lessee shall be paid by Landlord. Notwithstanding Xxxxxx's failure entitled to exercise such its right of first refusal on a single occasionas provided in this section, such right of first refusal shall be a continuing right throughout the balance as to any subsequent sale of the Leased Property during the Term and Landlord shall be obligated to submit any future offers to Tenant. If Tenant declines to exercise of this right of first refusal, it shall, upon request, provide a waiver letter to Landlord waiving its right to purchase as to the transaction presentedLease or such ninety (90) day period.

First Refusal to Purchase. Without limiting Tenant's rights to renew (a) During the initial Term hereof (provided that Lessee is not in material default at such time), and during any -------- extended Term (whether or extend the Term as set forth not Lessee is in this Leasematerial default at such time), Landlord hereby grants to Tenant Lessee shall have a right of first refusal option to purchase the Premises, or any land of which the Premises is a part, Leased Property upon the same terms and conditions as contained in any bona fide purchase offer LandlordLessor, or its successors and assigns, may receive prior shall have received an offer from a third party to purchase the cancellation or termination of this LeaseLeased Property, as extended, and that Landlord which Lessor intends to accept. Tenant shall have twenty accept (20) days after receipt from Landlord of written notice of such offer, with a certified full written statement of such offer and copy of the proposed sale agreement (“Proposed Sale Agreement”) or has accepted subject to exercise its option to purchase and accept any such proposed sale terms. Tenant shall exercise such option Lessee's right of first refusal by delivery of notice to Landlord accepting granted herein). If, during the Term, Lessor receives such offer. If Tenant exercises its optionan offer or reaches such agreement with a third party, Landlord and Tenant Lessor shall enter into a commercially reasonable sale agreement (“Sale Agreement”) upon the economic terms of the Proposed Sale Agreement; provided, however, irrespective of the terms of the Proposed Sale Agreement, the Sale Agreement shall provide that (a) Landlord shall deliver to Tenant a current commitment (with the policy premium to be at Tenant’s cost) for an owners title insurance policy issued by a title company acceptable to Tenant committing to insure Tenant in the amount promptly notify Lessee of the purchase price and showing title all other material terms and conditions of such agreement together with a copy of such offer, and Lessee shall have 60 days after receipt of such notice from Lessor within which time to be good and marketable fee simpleexercise Lessee's option to purchase. If Lessee exercises its option, free and clear of all liens, reservations, easements encumbrances, restrictions of record and encroachments, except then such matters as encumber the Premises as of the date of this Lease, (b) transfer of title by Landlord to Tenant purchase shall be effected by special warranty deed conveying such title, (c) Landlord shall satisfy consummated within the time set forth in the third-party offer and remove from title at closing any and all monetary encumbrances, including any mortgage or trust deed, and (d) Tenant shall have no obligations for payment of any brokerage fee in connection accordance with the provisions of Article XVII hereof to the extent not inconsistent herewith. If Lessee does not exercise Lessee's option to purchase and if any such payment is due it within said 60-day period after receipt of said notice from Lessor, Lessor shall be paid by Landlordfree for a period of 180 days after the expiration of said 60-day period to sell the Leased Property to the third party at the price and terms set forth in such offer. Notwithstanding Xxxxxx's failure Whether or not such sale is consummated, Lessee shall be entitled to exercise such its right of first refusal as provided in this section, as to any subsequent sale of the Leased Property during the Term of this Lease. (b) During the twelve-month period commencing on the last date of the initial Term hereof (provided that this Lease has not been terminated prior to -------- said date), or during the twelve-month period commencing on the date of the expiration or earlier termination of any Extended Term (upon the occurrence of an Event of Default or otherwise), Lessee shall have a single occasionfirst refusal option to purchase the Leased Property upon the same terms and conditions as Lessor, such or its successors and assigns, shall have received an offer from a third party to purchase the Leased Property, which Lessor intends to accept (or has accepted subject to Lessee's right of first refusal granted herein). If during such twelve-month period Lessor receives such an offer or reaches such agreement with a third party, Lessor shall promptly notify Lessee of the purchase price and all other material terms and conditions of such agreement together with a copy of such offer, and Lessee shall have 30 days after receipt of such notice from Lessor within which time to exercise Lessee's option to purchase. If Lessee exercises its option, then such purchase shall be a continuing right throughout consummated within the balance time set forth in the third-party offer and in accordance with the provisions of Article XVII hereof to the Term and Landlord extent not inconsistent herewith. If Lessee does not exercise Lessee's option to purchase within said 30-day period after receipt of said notice from Lessor, Lessor shall be obligated free for the remainder of such twelve- month period to submit any future offers sell the Leased Property to Tenantthe third party at the price and terms set forth in such offer. If Tenant declines Whether or not such sale is consummated, Lessee shall be entitled to exercise this its right of first refusal, it shall, upon request, provide a waiver letter to Landlord waiving its right to purchase refusal as provided in this section as to any subsequent sale of the transaction presentedLeased Property during such twelve- month period.

First Refusal to Purchase. Without limiting Provided, (a) no Default or Event of Default shall have occurred and be continuing, (b) this Agreement shall be of full force and effect, and (c) other than as expressly permitted or required by Section 16 or consented to by Landlord (which consent may be given or withheld by Landlord in its sole discretion), Tenant shall not have assigned this Agreement or subleased all or any portion of the Leased Property, Tenant shall have a first refusal option to purchase any Property upon the same price, terms and conditions as Landlord shall propose to sell such Property, or upon the same price, terms and conditions of any offer from a third party to purchase such Property which Landlord intends to accept (or has accepted subject to Tenant's rights to renew or extend the Term as set forth in this Lease, Landlord hereby grants to Tenant a right of first refusal herein provided); provided, however, that, if the proposed purchase price is for other than cash, Tenant shall have the right to purchase such Property on cash equivalent terms determined by the agreement of the parties or, if they cannot agree within ten (10) Business Days, by arbitration in accordance with the rules of the American Arbitration Association then in effect. If, during the Term, Landlord reaches such agreement with a third party or proposes to offer any Property for sale, Landlord shall promptly give written notice to Tenant of the purchase price and all other material terms and conditions of such agreement or proposed sale and Tenant shall have sixty (60) days thereafter to exercise Tenant's option to purchase by written notice to Landlord thereof. Failure of Tenant to respond within such 60-day period shall be deemed a waiver of Tenant's right to purchase the PremisesProperty with respect to such offer pursuant to this Section 15.1. If Tenant exercises its option, or any land of which the Premises is a part, sale to Tenant shall be consummated upon the same terms and conditions as contained in any bona fide purchase offer such agreement or Landlord, or its successors and assigns, may receive prior to the cancellation or termination of this Lease, as extended, and that Landlord intends to accept. Tenant shall have twenty (20) days after receipt from Landlord of written 's notice of such offer, with a certified full written statement of such offer and copy of the proposed sale agreement (“Proposed Sale Agreement”) to sale. If Tenant shall not exercise its option to purchase within the time period and accept any such proposed sale terms. Tenant shall exercise such option of first refusal by delivery of notice to Landlord accepting such offer. If Tenant exercises its optionin the manner above provided, Landlord shall be free to sell such Property to such third party at the price and upon terms substantially similar to those offered to Tenant. The rights granted to Tenant pursuant to this Section 15.1 shall enter into a commercially reasonable sale agreement (“Sale Agreement”) upon the economic terms of the Proposed Sale Agreementnot apply to any financing or sale-leaseback transaction or any transaction pursuant to which Landlord is merged or consolidated with another Person; provided, however, irrespective of that any Person who shall acquire the terms of the Proposed Sale AgreementLeased Premises shall acquire them subject to, and shall be bound by, the Sale Agreement shall provide that (a) Landlord shall deliver to Tenant a current commitment (with the policy premium to be at Tenant’s cost) for an owners title insurance policy issued by a title company acceptable to Tenant committing to insure Tenant in the amount of the purchase price and showing title to be good and marketable fee simple, free and clear of all liens, reservations, easements encumbrances, restrictions of record and encroachments, except such matters as encumber the Premises as of the date provisions of this Lease, (b) transfer Section 15. 1. The provisions of title by Landlord to Tenant this Section 15.1 shall be effected by special warranty deed conveying such title, (c) Landlord shall satisfy and remove from title at closing any and all monetary encumbrances, including any mortgage or trust deed, and (d) Tenant shall have no obligations for payment of any brokerage fee in connection with the purchase and if any such payment is due it shall be paid by Landlord. Notwithstanding Xxxxxx's failure to exercise such right of first refusal on a single occasion, such right of first refusal shall be a continuing right throughout the balance of the Term and Landlord shall be obligated to submit any future offers to Tenant. If Tenant declines to exercise this right of first refusal, it shall, upon request, provide a waiver letter to Landlord waiving its right to purchase as inure to the transaction presentedbenefit of Tenant and any permitted successors and assigns of Tenant pursuant to this Agreement.

First Refusal to Purchase. Without limiting Tenant's rights to renew or extend During the Term hereof and provided that Tenant is not in default hereunder at such time, Tenant shall have a first refusal option to purchase the Leased Property as set forth in this LeaseSection 26.2. In the event that Landlord receives a bona fide written offer to purchase the Leased Property from a third party in letter of intent form, which offer Landlord intends to accept (or has accepted subject to Tenant’s right of first refusal granted herein) (a “Third Party Offer”), then Landlord shall promptly provide Tenant with a copy of such Third Party Offer (the “Third Party Offer Notice”) and Tenant shall have fifteen (15) days after receipt of the Third Party Offer Notice in which to elect to purchase the Leased Property on the same terms and conditions contained in the Third Party Offer. Tenant shall timely provide written confirmation to Landlord of its rejection of its right to purchase the Leased Property on the terms and conditions stated in any Third Party Offer, except that Tenant shall not be entitled to any inspection or feasibility period, but Tenant shall have the same period as the third party to inspect and review survey and title matters. If Tenant should fail to timely provide such written confirmation of its rejection within such fifteen (15) day period, then Tenant shall be deemed to have elected not to meet the terms of the Third Party Offer Notice and Landlord and the third party shall be entitled to proceed with the sale of the Leased Property free and clear of any Tenant right of first refusal to purchase the Leased Property. If Tenant exercises the foregoing option, then such purchase shall be consummated within the time period set forth in the Third Party Offer (reduced by an inspection or feasibility period) and in accordance with the provisions of Article 15 hereof to the extent not inconsistent herewith. If Tenant shall not exercise Tenant’s option to purchase set forth above within said twenty (20) day period after receipt of the Third Party Offer Notice, Landlord hereby grants shall be free to sell the Leased Property to the third party, or its assignee or affiliated entity, at the price, terms and conditions set forth in such offer. Notwithstanding anything to the contrary contained in the foregoing, the terms of the Third Party Offer may be adjusted between Landlord and the Third Party after Tenant’s refusal or decline to purchase under this Section 26.2 as follows: (i) the purchase price may be increased or decreased by 5% or less; (ii) the sharing of expenses in such sale may be changed in any manner that does not effectively reduce the purchase price by 5% or more; (iii) any time periods for inspection, feasibility or closing may be extended from that set forth in the Third Party Offer Notice for up to ninety (90) days; and (iv) additional xxxxxxx money may be required or Landlord may require additional consideration (whether applicable or non-applicable to the purchase price) as a condition of any extension of inspection, feasibility or closing periods. In the event that the Third Party Sale fails to close, for whatever reason, Tenant shall be entitled to exercise its right of first refusal as provided in this Section 26.2, as to any subsequently received bona fide third party offer for purchase of the Leased Property that occurs during the Term of this Lease. Notwithstanding anything to the contrary contained in this Section 26.2, if within a single listing period, not to exceed a six (6) month period, Landlord receives a Third Party Offer for the purchase of the Leased Property for at least the asking price for the Leased Property set forth in the Sale Notice delivered to Tenant and setting a closing date within sixty (60) days of that set forth in the Sale Notice, then Tenant shall not have a right of first refusal to purchase the Premises, or any land of which Leased Property. In the Premises event that a Third Party Offer meeting the conditions set forth in the immediately preceding sentence is a part, upon the same terms and conditions as contained in any bona fide purchase offer received by Landlord, or its successors and assigns, may receive prior to the cancellation or termination of this Lease, as extended, and that Landlord intends to accept. Tenant shall have twenty (20) days after receipt from Landlord of written notice of such offer, with a certified full written statement of such offer and copy of the proposed sale agreement (“Proposed Sale Agreement”) to exercise its option to purchase and accept any such proposed sale terms. Tenant shall exercise such option of first refusal by delivery of notice to Landlord accepting such offer. If Tenant exercises its option, Landlord and Tenant shall enter into a commercially reasonable sale agreement (“Sale Agreement”) upon the economic terms of the Proposed Sale Agreement; provided, however, irrespective of the terms of the Proposed Sale Agreement, the Sale Agreement shall provide that (a) Landlord shall deliver to Tenant a current commitment (with the policy premium Third Party Notice otherwise required by this Section 26.2 and shall additionally state on such notice that it believes Tenant to be at Tenant’s cost) for an owners title insurance policy issued by a title company acceptable to Tenant committing to insure Tenant in the amount of the purchase price and showing title to be good and marketable fee simple, free and clear of all liens, reservations, easements encumbrances, restrictions of record and encroachments, except such matters as encumber the Premises as of the date of this Lease, (b) transfer of title by Landlord to Tenant shall be effected by special warranty deed conveying such title, (c) Landlord shall satisfy and remove from title at closing any and all monetary encumbrances, including any mortgage or trust deed, and (d) Tenant shall have no obligations for payment of any brokerage fee in connection with the purchase and if any such payment is due it shall be paid by Landlord. Notwithstanding Xxxxxx's failure to exercise such right of first refusal on a single occasion, such right of first refusal shall be a continuing right throughout the balance of the Term and Landlord shall be obligated to submit any future offers to Tenant. If Tenant declines to exercise this right of first refusal, it shall, upon request, provide a waiver letter to Landlord waiving its right to purchase as to the transaction presentedProperty based upon the Third Party Offer made.

First Refusal to Purchase. Without limiting Tenant's rights to renew or extend During the Term as set forth hereof and provided that Tenant is not in this Leasedefault hereunder at such time, Landlord hereby grants to Tenant shall have a right of first refusal to purchase the PremisesProject as set forth in this Section 26.2. In the event that Landlord receives a bona fide written offer to purchase the Project from a third party, which offer Landlord intends to accept (or any land has accepted subject to Tenant’s right of first refusal granted herein) (a “Third Party Offer”), then Landlord shall promptly provide Tenant and the Ground Lessor with a copy of such Third Party Offer (the “Third Party Offer Notice”). The Ground Lessor will have a period of fifteen (15) days after the delivery of such Third Party Offer Notice in which to deliver written notice to Landlord of Tenant’s election to purchase the Premises is a part, upon Project on the same terms and conditions as contained in the Third Party Offer. Landlord shall promptly notify Tenant of any bona fide purchase offer Landlord, or its successors and assigns, may receive prior to the cancellation or termination of this Lease, as extended, and that Landlord intends to acceptsuch notice from Ground Lessor. Tenant shall have twenty thirty (2030) days after receipt from of the Third Party Offer Notice in which to deliver written notice to Landlord of Tenant’s election to purchase the Project on the same terms and conditions contained in the Third Party Offer. If Tenant should fail to timely provide such written notice confirmation of such offerits election to purchase the Project, with a certified full written statement of such offer and copy then Tenant shall be deemed to have elected not to meet the terms of the proposed Third Party Offer Notice and Landlord and the third party shall be entitled to proceed with the sale agreement (“Proposed Sale Agreement”) to exercise its option to purchase of the Project free and accept clear of any such proposed sale terms. Tenant shall exercise such option right of first refusal by delivery to purchase the Project (subject to the rights of notice the Ground Lessor under the Ground Lessor RFR). If the Ground Lessor exercises its rights under the Ground Lessor RFR, then the Ground Lessor shall have the right to Landlord accepting purchase the Project under the terms of the Third-Party Offer and Tenant shall have no right to purchase the Project pursuant to such offerThird-Party Offer Notice. If Tenant exercises the foregoing option and Ground Lessor does not exercise its optionrights under the Ground Lessor RFR, then, such purchase shall be consummated by Landlord and Tenant within the time period set forth in the Third Party Offer. If Tenant shall enter into a commercially reasonable sale agreement not exercise Tenant’s option to purchase set forth above within said thirty (“Sale Agreement”30) upon the economic terms day period after receipt of the Proposed Sale Agreement; providedThird Party Offer Notice, howeverLandlord shall be free to sell the Project to the third party, irrespective or its assignee or affiliated entity (subject to the rights of the Ground Lessor under the Ground Lessor RFR), at the price, terms and conditions set forth in such offer. Notwithstanding anything to the contrary contained in the foregoing, the terms of the Proposed Sale Agreement, Third Party Offer may be adjusted between Landlord and the Sale Agreement shall provide that (a) Landlord shall deliver to Tenant a current commitment (with the policy premium to be at Third Party after Tenant’s costrefusal or decline to purchase under this Section 26.2 so long as the purchase price is not decreased by more than five percent (5%) for an owners title insurance policy issued by a title company acceptable to Tenant committing to insure Tenant of the amount set forth in the amount Third Party Offer Notice. If the purchase price is decreased by more than five percent (5%) of the purchase price and showing title to be good and marketable fee simpleset forth in the Third Party Offer Notice, free and clear of all liens, reservations, easements encumbrances, restrictions of record and encroachments, except such matters as encumber the Premises as of the date of this Lease, (b) transfer of title by Landlord to Tenant shall be effected by special warranty deed conveying such title, (c) Landlord shall satisfy and remove from title at closing any and all monetary encumbrances, including any mortgage or trust deed, and (d) Tenant shall have no obligations for payment of any brokerage fee in connection with the purchase and if any such payment is due it shall be paid by Landlord. Notwithstanding Xxxxxx's failure to exercise such right of first refusal on a single occasion, such right of first refusal shall be a continuing right throughout the balance of the Term and then Landlord shall be obligated to submit any future offers offer the Project to TenantTenant again pursuant to this Section 26.2, but subject to the prior right of Ground Lessor to purchase the Project under the Ground Lessor RFR. If In the event that the Third Party Sale fails to close, for whatever reason, Tenant declines shall be entitled to exercise this its right of first refusalrefusal as provided in this Section 26.2, it shall, upon request, provide a waiver letter to Landlord waiving its right to purchase as to any subsequently received bona fide third party offer for purchase of the transaction presentedProject that occurs during the Term of this Lease (again, subject to the prior rights of the Ground Lessor under the Ground Lessor RFR).

First Refusal to Purchase. Without limiting Tenant's rights to renew or extend the Term as set forth in this LeaseProvided no Event of Default has occurred and is continuing hereunder, Landlord hereby grants to Tenant Lessee shall have a right of first refusal to purchase the Premises, or any land of which the Premises is a part, Leased Property upon the same terms and conditions as contained of any offer or counter offer from a third party to purchase the Leased Property which Lessor intends to accept (or has accepted subject to Lessee's right of first refusal herein) (the "Offer"); provided, however that such right of first refusal shall not apply to (a) any sale, transfer or other conveyance of the Leased Property or any interest therein by Lessor to an Affiliate of Lessor, (b) a sale or transfer of all or substantially all of the outstanding capital stock of Lessor or a sale or transfer of all or substantially all of the assets of Lessor, in each case to a single purchaser or transferee in a single transaction or (c) a merger, consolidation or stock exchange to which Lessor is a party; and provided further that in no event shall Lessor be required to make or provide to Lessee any bona fide purchase offer Landlord, representations or its successors and assigns, may receive prior warranties with respect to the cancellation Leased Property, notwithstanding the terms of any such Offer. If, during the Term, Lessor desires to accept (or termination has accepted subject to Lessee's right of this Leasefirst refusal herein) an Offer, as extendedLessor shall promptly notify Lessee of the same, which notice shall set forth all of the material terms and that Landlord intends to acceptconditions of such Offer, including the purchase price for the Leased Property. Tenant Lessee shall have twenty fifteen (2015) days after receipt from Landlord of written notice of such offer, with a certified full written statement of such offer and copy of the proposed sale agreement (“Proposed Sale Agreement”) notice from Lessor within which time to exercise its option to purchase and accept any such proposed sale terms. Tenant shall exercise such option Lessee's right of first refusal by delivery of notice to Landlord accepting such offerrefusal. If Tenant exercises its option, Landlord and Tenant shall enter into a commercially reasonable sale agreement (“Sale Agreement”) upon the economic terms of the Proposed Sale Agreement; provided, however, irrespective of the terms of the Proposed Sale Agreement, the Sale Agreement shall provide that (a) Landlord shall deliver to Tenant a current commitment (with the policy premium to be at Tenant’s cost) for an owners title insurance policy issued by a title company acceptable to Tenant committing to insure Tenant in the amount of the purchase price and showing title to be good and marketable fee simple, free and clear of all liens, reservations, easements encumbrances, restrictions of record and encroachments, except such matters as encumber the Premises as of the date of this Lease, (b) transfer of title by Landlord to Tenant shall be effected by special warranty deed conveying such title, (c) Landlord shall satisfy and remove from title at closing any and all monetary encumbrances, including any mortgage or trust deed, and (d) Tenant shall have no obligations for payment of any brokerage fee in connection with the purchase and if any such payment is due it shall be paid by Landlord. Notwithstanding Xxxxxx's failure to Lessee may exercise such right of first refusal on by (i) delivering written notice to Lessor stating that Lessee unequivocally accepts the terms and conditions of the Offer applicable to Lessee as herein provided within such fifteen (15) day period and (ii) delivering to Lessor concurrent with such notice a single occasion, such reaffirmation of the Guaranty executed by Guarantor. If Lessee exercises its right of first refusal within the time and in the manner herein provided, then such transaction shall be a continuing right throughout consummated on or before the balance of the Term and Landlord shall be obligated to submit any future offers to Tenant. If Tenant declines to exercise this right of first refusal, it shall, upon request, provide a waiver letter to Landlord waiving its right to purchase as to the transaction presented.date specified for