Common use of Free-Standing SAC Leases Clause in Contracts

Free-Standing SAC Leases. (a) Notwithstanding any provisions to the contrary in this Master Lease, at any time prior to or within thirty (30) days of receipt of an Additional Recapture Termination Notice, Tenant may give notice to Landlord (“Tenant Free-Standing SAC Notice”) (limited to one (1) Tenant Free-Standing Notice in any twelve (12)-month period) that Tenant has entered or is considering entering into good faith negotiations (“SAC Negotiations”) with a prospective acquiror with respect to a bona fide third-party offer to acquire from Tenant the automotive care center business operated by Tenant at not less than 20% of the Free-Standing SACs which are part of the Demised Premises at the time of and as to the Demised Premises identified in such Tenant Free-Standing SAC Notice. In such event, Landlord shall not have the right to recapture any Free-Standing SACs which are identified in such Tenant Free-Standing SAC Notice for a period of one hundred twenty (120) days thereafter or until the termination of Tenant’s negotiations therefor, whichever is earlier. Upon Notice from Tenant (“SAC Definitive Agreement Notice”) that Tenant has executed a definitive agreement (“SAC Definitive Agreement”) for the acquisition of the automotive care business at not less than 20% of such Free-Standing SACs (including all Free-Standing SACs identified in any Landlord’s Additional Recapture Termination Notice) within such one hundred twenty (120)-day period, Tenant shall have the right to request that Landlord enter into negotiations for the Free-Standing SAC Lease as provided below; provided that Landlord shall have approval rights, in its sole and absolute discretion, over any Free-Standing SAC Lease. If (i) Landlord does not receive a SAC Definitive Agreement Notice within such one hundred twenty (120)-day period, or (ii) Landlord is otherwise informed that Tenant has terminated all SAC Negotiations without a SAC Definitive Agreement within such one hundred twenty (120)-day period, or (iii) Landlord and the proposed SAC acquiror have not mutually agreed upon and delivered a fully executed master lease with respect to all affected Free-Standing SACs as provided below on or before the Closing of the SAC Definitive Agreement, or (iv) Landlord has not approved the Free Standing SAC Lease, then in any such event Landlord may at its election by Notice to Tenant at any time thereafter reinstate the Additional Recapture Space Termination Notice and/or give any additional or subsequent Additional Response Space Termination Notices and specify a date for recapture of the Additional Recapture Space within sixty (60) days after such Notice.

Free-Standing SAC Leases. (a) Notwithstanding any provisions to the contrary in this Master Lease, at any time prior to or within thirty (30) days of receipt of an Additional Recapture Termination Notice, Tenant may give notice to Landlord (“Tenant Free-Standing Free‑Standing SAC Notice”) (limited to one (1) Tenant Free-Standing Free‑Standing SAC Notice in any twelve (12)-month 12)‑month period) that Tenant has entered or is considering entering into good faith negotiations (“SAC Negotiations”) with a prospective acquiror with respect to a bona fide third-party third‑party offer to acquire from Tenant the automotive care center business operated by Tenant at not less than 20% of the Free-Standing Free‑Standing SACs which are part of the Demised Premises at the time of and as to the Demised Premises identified in such Tenant Free-Standing Free‑Standing SAC Notice. In such event, Landlord shall not have the right to recapture any Free-Standing Free‑Standing SACs which are identified in such Tenant Free-Standing Free‑Standing SAC Notice for a period of one hundred twenty (120) days thereafter or until the termination of Tenant’s negotiations therefor, whichever is earlier. Upon Notice from Tenant (“SAC Definitive Agreement Notice”) that Tenant has executed a definitive agreement (“SAC Definitive Agreement”) for the acquisition of the automotive care business at not less than 20% of such Free-Standing Free‑Standing SACs (including all Free-Standing Free‑Standing SACs identified in any Landlord’s Additional Recapture Termination Notice) within such one hundred twenty (120)-day 120)‑day period, Tenant shall have the right to request that Landlord enter into negotiations for the Free-Standing Free‑Standing SAC Lease as provided below; provided that Landlord shall have approval rights, in its sole and absolute discretion, over any Free-Standing Free‑Standing SAC Lease. If (i) Landlord does not receive a SAC Definitive Agreement Notice within such one hundred twenty (120)-day 120)‑day period, or (ii) Landlord is otherwise informed that Tenant has terminated all SAC Negotiations without a SAC Definitive Agreement within such one hundred twenty (120)-day 120)‑day period, or (iii) Landlord and the proposed SAC acquiror have not mutually agreed upon and delivered a fully executed master lease with respect to all affected Free-Standing Free‑Standing SACs as provided below on or before the Closing closing of the SAC Definitive Agreement, or (iv) Landlord has not approved the Free Standing SAC Lease, then in any such event Landlord may at its election by Notice to Tenant at any time thereafter reinstate the Additional Recapture Space Termination Notice and/or give any additional or subsequent Additional Response Recapture Space Termination Notices and specify a date for recapture of the Additional Recapture Space within sixty (60) days after such Notice.