Common use of Grant and Terms of Right of First Refusal Clause in Contracts

Grant and Terms of Right of First Refusal. If, at any time during the ten (10) year period following the Closing Date, Seller receives a bona fide third-party offer to purchase all or any portion of the Remaining Property, which offer Seller desires to accept, Seller shall deliver notice to Buyer of such offer together with, in all instances, copies of all documentation pertaining thereto (hereinafter referred to as the “Refusal Notice Documentation”). Seller grants Buyer thirty (30) days after the giving of the Refusal Notice Documentation to Buyer to deliver notice to Seller that Buyer elects to purchase the Remaining Property from Seller pursuant to the same terms and conditions set forth in the Refusal Notice Documentation (hereinafter referred to as the “Right of First Refusal”). In the event that Buyer delivers notice to Seller of Buyer’s exercise of its right to purchase the Remaining Property, Seller shall convey the Remaining Property to Buyer upon all the same terms and conditions set forth in the Refusal Notice Documentation. In the event that Buyer does not so exercise its rights to purchase the Remaining Property, Seller may convey the Remaining Property pursuant to the Refusal Notice Documentation free and clear of the Right of First Refusal which shall be deemed terminated. In the event that the terms and conditions of the offer to purchase the Remaining Property change or if Buyer does not so exercise its rights to purchase the Remaining Property and the sale thereof does not close within one hundred and eighty days (180) of delivery of the Refusal Notice Documentation to Buyer, then the Remaining Property shall again be subject to the Right of First Refusal. For purposes of triggering the Right of First Refusal, an offer to enter into a transaction that will result in a Change of Control shall constitute an offer to purchase the Remaining Property. For purposes of this Section 1.2, “Change of Control” shall mean the occurrence of:

Grant and Terms of Right of First Refusal. If, at any time during the ten (10) year period following the Closing Date, Seller receives a bona fide third-party offer to purchase all or any portion of the Remaining Property, which offer Seller desires to accept, Seller shall deliver notice to Buyer of such offer together with, in all instances, copies of all documentation pertaining thereto (hereinafter referred to as the “Refusal Notice Documentation”). Seller grants Buyer thirty (30) days after the giving of the Refusal Notice Documentation to Buyer to deliver notice to Seller that Buyer elects to purchase the Remaining Property from Seller pursuant to the same terms and conditions set forth in the Refusal Notice Documentation (hereinafter referred to as the “Right of First Refusal”). In the event that Buyer Xxxxx delivers notice to Seller of Buyer’s exercise of its right to purchase the Remaining Property, Seller shall convey the Remaining Property to Buyer upon all the same terms and conditions set forth in the Refusal Notice Documentation. In the event that Buyer does not so exercise its rights to purchase the Remaining Property, Seller may convey the Remaining Property pursuant to the Refusal Notice Documentation free and clear of the Right of First Refusal which shall be deemed terminated. In the event that the terms and conditions of the offer to purchase the Remaining Property change or if Buyer does not so exercise its rights to purchase the Remaining Property and the sale thereof does not close within one hundred and eighty days (180) of delivery of the Refusal Notice Documentation to Buyer, then the Remaining Property shall again be subject to the Right of First Refusal. For purposes of triggering the Right of First Refusal, an offer to enter into a transaction that will result in a Change of Control shall constitute an offer to purchase the Remaining Property. For purposes of this Section 1.2, “Change of Control” shall mean the occurrence of: