FIRST RIGHT OF REFUSAL TO PURCHASE Sample Clauses

FIRST RIGHT OF REFUSAL TO PURCHASE. (a) So long as Tenant is not in default under this Lease, and after Landlord makes an initial transfer of the Premises, Tenant shall have a first right of refusal to purchase the Premises in accordance with the terms of this paragraph. If Landlord receives and desires to accept a bona fide offer to purchase (excluding (i) any transfer or assignment to an affiliate of Landlord; (ii) any like-kind exchange of the Premises by Landlord pursuant to and in accordance with the provisions of Section 1031 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder; and (iii) any assignments and transfers made by Landlord in connection with any securitization of this Lease) the Premises during the term of this Lease or any extension or renewal thereof, Landlord shall deliver a notice to Tenant stating the name of such offeror with a copy of the terms and conditions of such offer attached and Tenant shall have the right to purchase the Premises on the same terms and conditions set forth in Landlord's notice, provided that Tenant delivers written notice to Landlord of its election to do so within twenty (20) days after receipt of such notice from Landlord. If Tenant does not elect to exercise its right to purchase as aforesaid, Landlord may sell the Premises, provided the sale is consummated with the offeror and on substantially the terms and conditions set forth in Landlord's notice to Tenant. The foregoing right of first refusal shall remain in existence notwithstanding its non-exercise in respect to any sale and shall be binding upon Landlord's successors in title. (b) Tenant's rights granted in (a) above shall be subject and subordinate to any rights or options currently of record or those existing in favor of Franchisor, pursuant to any Franchise Agreements, if any, between Tenant and Franchisor.
Sample 1
FIRST RIGHT OF REFUSAL TO PURCHASE. 13.1 If during the term of this lease the Landlord proposes to sell the property subject to this Agreement, the Tenant shall have the right to purchase the property described herein. The sale price will be determined at the time of proposed sale by mutual agreement of the parties. Landlord shall not sell the property to anyone for less than the lowest price offered to Tenant without giving Tenant the option to the lowest price offered to any third party.
Sample 1
FIRST RIGHT OF REFUSAL TO PURCHASE. If Landlord decides to sell or transfer the Property to an unrelated third party, as described below, during the Term of this Lease, Landlord shall first offer the Property to the City at the purchase price that Landlord will offer the Property to third parties. Such proposed purchase price shall be set forth in a written notice (“Sale Notification”) from Landlord to City and shall be subject to adjustment as provided below. City shall have thirty (30) days from the date of the Sale Notification to submit to Landlord in writing (i) an offer to purchase the Property at the price specified in the Sale Notification and otherwise upon the other business terms contain herein or (ii) a counter offer to purchase the Property at a lesser price and otherwise upon the other business terms contain herein (the “Counter Offer”). If Landlord elects to accept City’s Counter Offer, Landlord shall provide City with written notice of such election within fifteen
Sample 1
FIRST RIGHT OF REFUSAL TO PURCHASE. 13.01 The LESSEE shall be awarded first right of refusal to purchase from the LANDLORD the property known as Nashua Assessor’s Sheet 31, Lot 7 for $720,000.00 should the property be made available for sale during the term of this agreement. LESSEE will be allotted thirty (30) days to respond to such an offer to purchase. Should LESSEE refuse to purchase said property and the property is purchased by a third party, the City or its successor in title may, at its discretion, terminate this agreement with ninety (90) days prior written notice to LESSEE.
Sample 1
FIRST RIGHT OF REFUSAL TO PURCHASE. LESSOR agrees XXXXXX has the first right of refusal to purchase the Leased Property during the term of this Lease Agreement. During the term of the Lease Agreement, LESSOR shall not directly or indirectly through an affiliate enter into any agreement or consummate any transaction resulting in the sale of the Leased Property with any person or entity other than LESSOR, except in compliance with the terms and conditions stated herein (“Third-Party Transaction”). a. If, at any time during the term of the Lease Agreement, LESSOR receives a bona fide written offer for a third-party transaction LESSOR desires to accept (“Third-Party Offer”), LESSOR shall within ten (10) days following receipt of the Third-party Offer, or before the expiration of the offer, whichever is earlier, notify LESSEE in writing (“Offer Notice”) of the identity of the proposed parties to the Third-Party Offer and the material financial and other terms and conditions of such Third-Party Offer (“Material Terms”). Each Offer Notice constitutes an offer made by LESSOR to enter into an agreement with LESSEE on the same Material Terms of such Third-Party Offer. b. At any time prior to the expiration of the ten (10) day period following the receipt of the Offer Notice (“Exercise Period”), LESSEE may accept the Third- Party Offer by delivery to LESSOR of a binding letter of intent containing the Material Terms executed by XXXXXX, provided, however, that LESSEEE is not required to accept any non-financial terms or conditions contained in any Material Terms that cannot be fulfilled by LESSEE as readily as by any other person (e.g., an agreement conditioned upon the services of a particular individual or the supply of a product exclusively under the control of such third-party offeror). c. If, by the expiration of the Exercise Period, XXXXXX has not accepted the Third-Party Offer and provided that XXXXXX has complied with all provisions of this section, at any time following the expiration of the Exercise Period, LESSOR may consummate the Third-Party Transaction with the counterparty identified in the applicable Offer Notice on Material Terms that are the same or more favorable to LESSOR as the Material Terms set forth in the Offer Notice.
Sample 1
FIRST RIGHT OF REFUSAL TO PURCHASE. Provided that there is no Breach by Lessee of any of the terms and covenants of the Lease, the Lessor grants the Lessee the First Right of Refusal to Purchase said property at the then Market Rate. The Market rate will be determined by either a appraisal performed by a State Certified Appraiser or by the Lessor designating three (3) Local Realtors to determine the Market Rate of the Building and Land area. To the best of the Lessor's ability any building improvements accomplished by Lessee during the term of Lessee's Lease Term, will be deleted from the Appraised Price of the Building. The Lessee will have five (5) days to match a qualified written offer to Purchase said property. Lessee must exercise this Right of his intention to purchase in writing within five (5) days of said property being offered for sale by Lessor. Lessor is obligated to inform Lessee of their intention to place property on the market for sale in a timely manner.
Sample 1
FIRST RIGHT OF REFUSAL TO PURCHASE. Tenant's existing Right of First Refusal to Purchase as defined in the Original Lease, Addendum #11, is hereby amended to .
Sample 1

Related to FIRST RIGHT OF REFUSAL TO PURCHASE

  • First Right of Refusal If any Partner shall enter into an agreement to sell their ownership interest in the Partnership with an individual or entity that is not a current Partner, the following parties must be given a first right of refusal before such a transaction can take place:

  • Right of Refusal Vendor has the right not to sell to a TIPS Member under the awarded agreement at Vendor’s discretion unless otherwise required by law.

  • First Refusal Rights The Company may elect to purchase all (but -------------------- not less than all) of the shares of Executive Stock to be transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering a written notice of such election to Executive and the Investors within 10 days after the Sale Notice has been delivered to the Company. If the Company has not elected to purchase all of the Executive Stock to be transferred, the Investors may elect to purchase all (but not less than all) of the Executive Stock to be transferred upon the same terms and conditions as those set forth in the Sale Notice by delivering written notice of such election to Executive within 10 days after the Sale Notice has been given to the Investors. If more than one Investor elects to purchase the Executive Stock, the shares of Executive Stock to be sold shall be allocated among the Investors pro rata according to the number of shares of Common Stock owned by each Investor on a fully-diluted basis. If neither the Company nor the Investors elect to purchase all of the shares of Executive Stock specified in the Sale Notice, Executive may transfer the shares of Executive Stock specified in the Sale Notice at a price and on terms no more favorable to the transferee(s) thereof than specified in the Sale Notice during the 60-day period immediately following the Authorization Date. Any shares of Executive Stock not transferred within such 60-day period shall be subject to the provisions of this paragraph 4(c) upon subsequent transfer. If the Company or any of the Investors have elected to purchase shares of Executive Stock hereunder, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notice(s) to Executive, but in any event within 15 days after the expiration of the Election Period. The Company may pay the purchase price for such shares by offsetting amounts outstanding under the Executive Note issued to the Company hereunder and any other bona fide debts owed by Executive to the Company.

  • Grant of Right of First Refusal Except as provided in Section 12.7 below, in the event the Optionee, the Optionee's legal representative, or other holder of shares acquired upon exercise of the Option proposes to sell, exchange, transfer, pledge, or otherwise dispose of any Vested Shares (the "TRANSFER SHARES") to any person or entity, including, without limitation, any shareholder of the Participating Company Group, the Company shall have the right to repurchase the Transfer Shares under the terms and subject to the conditions set forth in this Section 12 (the "RIGHT OF FIRST REFUSAL").

  • Right of First Refusal and Co-Sale Agreement Each Purchaser and the other stockholders of the Company named as parties thereto shall have executed and delivered the Right of First Refusal and Co-Sale Agreement.

  • Exercise of Right of First Refusal At any time within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (c) below.

  • General Partner Right of First Refusal The transferring Partner shall give written notice of the proposed transfer to the General Partner, which notice shall state (i) the identity of the proposed transferee, and (ii) the amount and type of consideration proposed to be received for the transferred Partnership Units. The General Partner shall have ten (10) days upon which to give the transferring Partner notice of its election to acquire the Partnership Units on the proposed terms. If it so elects, it shall purchase the Partnership Units on such terms within ten (10) days after giving notice of such election. If it does not so elect, the transferring Partner may transfer such Partnership Units to a third party, on economic terms no more favorable to the transferee than the proposed terms, subject to the other conditions of this Section 11.3.

  • Right of First Refusal From and after the date hereof and during the Term, Landlord shall not sell, transfer or otherwise dispose of or convey all or part of Landlord’s fee interest in the Premises to any third party until and unless Landlord shall have obtained a bona fide offer therefor (the “Landlord’s Offer”), delivered written notice thereof to Tenant, which notice shall contain a true and accurate copy of Landlord’s Offer, and offered to sell, transfer or otherwise dispose of such fee interest to Tenant at the same price and, except as hereafter provided, upon the same terms and conditions as contained in Landlord’s Offer, and Xxxxxx has not elected to exercise its right of first refusal in accordance herewith. If Tenant shall either deliver written notice of rejection of Landlord’s Offer to Landlord or fail to deliver written notice of acceptance of Landlord’s Offer within thirty (30) days after the date of receipt of Landlord’s notice, Xxxxxxxx’s fee interest in the Premises may, during the one hundred eighty (180) days thereafter, be sold, transferred or otherwise disposed of to the original offeror at the same price and upon the same terms and conditions as contained in Landlord’s Offer. In the event Tenant rejects Xxxxxxxx’s Offer or fails to accept Xxxxxxxx’s Offer in accordance herewith, this Lease and all of its terms and conditions (including this right of first refusal) shall nevertheless remain in full force and effect and Landlord and any purchaser or purchasers of the Premises shall be bound thereby. Failure of Tenant to exercise its right of first refusal on one or more occasions shall not affect Tenant’s right to exercise it on any subsequent occasion. Any sale or transfer of the Premises, or any part thereof, other than in strict compliance with the terms of this Section shall be null and void and of no effect as to Tenant, and Tenant shall be entitled to purchase the Premises from the purchaser upon the same terms and conditions and at the same price specified in Landlord’s Offer, provided Tenant notifies Landlord of its election thirty (30) days after receipt of notice that complies with the requirements hereof. The making of Lease Payments to such purchaser or otherwise treating such purchaser as Landlord shall not be deemed to be a waiver of Tenant’s right of first refusal or any other right or privilege of Tenant and shall not create an estoppel with respect thereto. Any sale or transfer of Landlord’s interest in the Premises, or any part thereof shall be expressly made subject to all of the terms, covenants and conditions of this Lease. In the event Landlord’s Offer provides for the sale and purchase of Landlord’s interest in the Premises and other property, Tenant shall only be required to purchase all the Premises in the event it desires to exercise its right of first refusal hereunder. In the event Tenant exercises its right of first refusal then, notwithstanding the terms of Landlord’s Offer (i) Landlord shall convey title to the Premises by warranty deed approved by Tenant and the title company; (ii) title to the Premises shall be free and clear of any liens and encumbrances except the lien for current taxes which are not delinquent at the time of closing and such other exceptions to title as may have been created by Tenant during the Term or as existed on the date hereof and/or were approved by Tenant thereafter; and (iii) title to the Premises shall otherwise comply with the terms of this Lease as they pertain to condition of title. Upon such election by Xxxxxx, Landlord and Xxxxxx agree to act in good faith to consummate a purchase agreement for the Premises incorporating the express terms of Landlord’s Offer and other customary terms and provisions for similar transactions of similar property located in the same geographic area as the Premises.

  • Right of First Offer Subject to the provisions of this Section 2.8, Tenant shall have a one-time right of first offer (the “Right of First Offer”) on the then-available portions of Floor 1 of Building A (each, a “ROFO Space”) upon the following terms and conditions. This Right of First Offer is subject and subordinate to (i) the rights of third parties existing as of the date of this Lease, (ii) the rights, if any, of each tenant in such ROFO Space granted in the Initial Lease-Up (as defined below) with respect to a ROFO Space, and (iii) the right of Landlord or any affiliate of Landlord to use or occupy such ROFO Space. Landlord will notify Tenant of its plans to market a ROFO Space (the “ROFO Notice”) for lease to any party unrelated to Landlord (it being acknowledged and agreed that the Right of First Offer shall not be applicable to space Landlord intends to occupy and/or provide to affiliates of Landlord), which ROFO Notice shall specify the location and square footage for such ROFO Space, Landlord’s estimate of the fair market rent for such ROFO Space, the date of availability of such ROFO Space and all other material terms and conditions which will apply to such ROFO Space. The term of any ROFO Space shall be coterminous with the Lease Term for the Premises; provided, however, that in the event less than thirty (30) full calendar months remain in the Lease Term as of the date of availability of such ROFO Space, then (i) if the Extension Term has not yet been exercised, Tenant’s exercise of such Right of First Offer shall be subject to Tenant’s simultaneous exercise of the Extension Term (which shall thereupon be applicable to such ROFO Space) and (ii) if no Extension Term remains or is exercisable by Tenant, then this Section 2.8 shall be of no force or effect and Tenant shall have no further Rights of First Offer. Within ten (10) Business Days following its receipt of any ROFO Notice, Tenant shall have the right to accept the same by written notice to Landlord (the “ROFO Acceptance Notice”), provided that if Tenant disputes Landlord’s estimate of the fair market rent in the ROFO Acceptance Notice, the fair market rent for such space shall be determined as set forth in Section 4.7 below. If Tenant timely delivers a ROFO Acceptance Notice, Landlord and Tenant shall execute an amendment to the Lease incorporating the ROFO Space into the Premises upon the terms contained in the ROFO Notice within ten (10) Business Days following Landlord’s delivery to Tenant of a form therefor (and if the Landlord’s determination of fair market rent was disputed in the ROFO Notice and not agreed to as of the commencement of the term for such ROFO Space, then rent shall be Landlord’s determination of fair market rent until the finalization of the fair market rent appraisal, and any change in such rent amount shall be adjusted — with applicable credits or reimbursement for any underpayment or overpayment - thereafter). If Tenant fails to timely deliver a ROFO Acceptance Notice within said ten (10) Business Day period or fails to execute Landlord’s form of amendment for such ROFO Space within ten (10) Business Days of receipt from Landlord, Tenant shall be deemed to have waived its rights with respect to a ROFO Space and Landlord shall be entitled, but not required, to lease all or any portion of such ROFO Space to any party or parties on such terms and conditions, including, without limitation, options to extend the term of such lease and/or expand the premises under such lease, and for such rent as Landlord determines, all in its sole discretion, and the Right of First Offer with respect to such ROFO Space in such ROFO Notice shall be of no further force or effect. Notwithstanding any contrary provision of this Lease, any Right of First Offer, and any exercise by Tenant of any Right of First Offer shall be void and of no effect unless on the date Tenant timely delivers a ROFO Acceptance Notice to Landlord and on the commencement date of the amendment for a ROFO Space (as applicable): (i) this Lease is in full force and effect, (ii) no Event of Default has occurred under this Lease which remains continuing and uncured after any applicable notice and opportunity to cure and (iii) except with respect to a Permitted Transfer, Tenant shall not have assigned this Lease and there shall not be any sublease or subleases then in effect. Tenant acknowledges and agrees that Tenant’s Right of First Offer with respect to any space that is not subject to a third-party lease on the date hereof (the “Vacant Space”) shall not be of any force or effect until such time as such Vacant Space has been initially leased to a third-party tenant after the date hereof (the “Initial Lease-Up”) and such lease (and any rights held by such tenant in any part of the Building consisting of a ROFO Space) has subsequently expired.

  • Assignment of Right of First Refusal The Company shall have the right to assign the Right of First Refusal at any time, whether or not there has been an attempted transfer, to one or more persons as may be selected by the Company.