Grant of Right of First Offer. Provided that no event of default exists or has occurred and is continuing, if Landlord shall desire to sell or convey all or any portion of the Premises (the “Offered Property”) to a third party that is not an Affiliate of Landlord, then Landlord shall first give Tenant the right to purchase the Offered Property for a price and on terms and conditions determined by Landlord and set forth in a notice given to Tenant (the “Offer”). Tenant shall have thirty (30) days from receipt of the Offer within which to elect to purchase the Offered Property on the precise terms and conditions of the Offer (except that if the Offer shall be in whole or in part for consideration other than cash, Tenant shall have the right to pay in cash the fair market value of such noncash consideration). If Tenant elects to so purchase the Offered Property, Tenant shall give to Landlord written notice thereof (“Acceptance Notice”) and the closing shall be held within thirty (30) days after the date of the Acceptance Notice or such longer period of time as is set forth in the Offer, whereupon Landlord shall convey the Offered Property to Tenant. At the closing, Landlord shall deliver to Tenant a special warranty deed (or local equivalent) sufficient to convey to Tenant fee simple title to the Offered Property free and clear of all easements, rights-of-way, encumbrances, liens, covenants, conditions, restrictions, obligations and liabilities, except for any such matters in effect upon the transfer of the Offered Property by Tenant to Landlord, such matters created, suffered or consented to in writing by Tenant or arising by reason of the failure of Tenant to have observed or performed any term, covenant or agreement of this Lease to be observed or performed by Tenant, and the lien of any taxes or assessments then affecting the Premises; provided, however that if the Offer contemplates that the Offered Property is to be conveyed subject to any existing financing then the Offered Property shall be conveyed subject to the mortgage or deed of trust securing such financing unless Tenant elects to pay off such financing in accordance with the terms of the applicable loan documents. At the closing, this Lease shall terminate as to the Offered Property and if the Offered Property is less than the entire Premises then the Fixed Rent shall be adjusted to reflect any reduction in the rentable square footage of the Premises. If Tenant does not timely elect to purchase the Offered Property, Landlord...
Grant of Right of First Offer. At Closing, Seller agrees to grant to Purchaser a right of first offer (the "Offer Right"), to purchase the Additional North Triangle Land (as hereafter described) owned by Seller on the following terms and conditions. As used herein "Additional North Triangle Land" shall mean a parcel of land currently used by Seller as a sports field and for special events and which is located northeast of the Triangle Land with frontage on North Western Avenue in Oklahoma City, Oklahoma County, Oklahoma, the southern border of which abuts the northern boundary of that certain private drive commonly known as "Chesapeake Drive" which is located PURCHASE AND SALE AGREEMENT 44 at the traffic signal on North Western Avenue and which is generally depicted on the Site Plan as crosshatched. If after the Closing Date, Seller decides to offer the Additional North Triangle Land for purchase to one or more third parties, Seller shall first offer Purchaser the right to purchase the Additional North Triangle Land by delivering to Purchaser written notice of such decision (the "ROFO Notice"), which shall include the proposed purchase price and other material terms of the proposed sale, including but not limited to reasonable architectural controls and approval rights of Seller as to any proposed improvements to be constructed on any part of the Additional North Triangle Land so as to be generally harmonious and consistent with the other improvements on the Triangle Land (the "ROFO Terms"). Purchaser shall have a 45-day period from the delivery of the ROFO Notice (the "ROFO Exercise Period") within which to accept or reject the ROFO Terms by written notice to Seller. If Purchaser does not deliver written notice to Seller by the end of the ROFO Exercise Period, then Purchaser shall be deemed to have elected not to accept the ROFO Terms, and Seller may thereafter offer to sell the Additional North Triangle Land to a third party on terms materially consistent with the ROFO Terms, and for a purchase price of not less than 95% of the proposed purchase price in the ROFO Terms. If Seller does not complete a closing with any such third party within nine (9) months after the end of the ROFO Exercise Period, the Offer Right shall be reinstated for any subsequent sale. At Closing, the parties will enter into a side letter agreement which shall memorialize the terms of the Offer Right set forth above (the "ROFO Side Letter"); provided, in no event shall the ROFO Side Letter or any memorandum or sh...
Grant of Right of First Offer. (a) If Ashford Trust or any of its Affiliates (in such context, the “Selling Party”) (i) desires to offer for sale any of the Initial Prime ROFO Assets or any other asset hereafter owned by Selling Party that meets the initial Investment Guidelines of Ashford Prime to a Third Party, or (ii) receives from a Third Party an offer to purchase any such asset and Selling Party desires to accept such offer (in each case whether by transfer of the asset or all or a portion of the direct or indirect equity interests in the owner of such asset owned by the Selling Party) (in such context, the “ROFO Interest”), then, prior to offering such asset for sale or accepting such offer to purchase, the Selling Party shall first offer the ROFO Interest to Ashford Prime (in such context, the “Purchasing Party”) in accordance with this Agreement (the “Ashford Prime ROFO”).
(b) If Ashford Prime or any of its Affiliates (in such context, the “Selling Party”) acquires a portfolio of assets (or direct or indirect equity interests in one or more owners of a portfolio of assets) and the board of directors of Ashford Prime determines that it is appropriate for Ashford Prime to offer for sale to a Third Party or accept an offer to purchase received from a Third Party any assets within such portfolio at any time after Ashford Prime acquires such portfolio (whether by transfer of the asset or all or a portion of the direct or indirect equity interests in the owner of such asset owned by the Selling Party), and such assets meet the Investment Guidelines of Ashford Trust as of the date of this Agreement (in such context, the “ROFO Interest”), then, prior to offering such asset for sale or accepting such offer to purchase, the Selling Party shall first offer the ROFO Interest to Ashford Trust (in such context, the “Purchasing Party”) in accordance with this Agreement (the “Ashford Trust ROFO”) (the Ashford Prime ROFO and the Ashford Trust ROFO are referred to herein, as the context requires, as the “ROFO”).
(c) A ROFO Interest shall not include (i) a lease or license of interior or ancillary space within any asset, (ii) the sale, purchase, transfer, issuance, redemption or conversion of any publicly traded security (or security that is convertible into a publicly traded security), or any hedging or derivative contract, (iii) an asset that a Party does not possess or control the right to sell, (iv) a transfer of the direct or indirect equity interests in the owner of an asset to a lender or ...
Grant of Right of First Offer. Subject to the terms and conditions specified in this Article IV, inSilicon hereby grants to Phoenix a right of first offer with respect to future sales by inSilicon of inSilicon Capital Stock. As long as Phoenix owns 50,000 shares of Series A Preferred Stock (or the Common Stock issued upon conversion thereof) Phoenix may designate as purchasers under such right itself or its Affiliates in such proportions as it deems appropriate.
Grant of Right of First Offer. Subject to the terms and conditions set forth in this Agreement, Grantor hereby grants to Offeree a right of first offer ("First Offer Right") relating to the Transfer of all or any Property. If, at any time during the Right to Purchase Period, Grantor desires to Transfer all or any portion of a Property (the "Offered Property"), Grantor shall first deliver to Offeree written notice (the "Notice of Transfer"), which Notice of Transfer shall state Grantor's desire to Transfer the Offered Property and contain an accurate description of the Offered Property and its proposed operations.
Grant of Right of First Offer. Subject to the terms and conditions set forth in this Section 36, Landlord hereby grants to Tenant a right of first offer (“First Offer Right”) relating to the Transfer of any of the Leased Premises. If, at any time during the term hereof, Landlord desires to Transfer all or any portion of the Leased Premises (the “Offered Property”) to another third party ski resort operator, or to an entity controlled by another ski resort operator (excluding any real estate investment trusts or any other financing entities even if owned or controlled by another ski resort operator), Landlord shall first deliver to Tenant written notice (the “Notice of Transfer”), which Notice of Transfer shall state Landlord’s desire to Transfer the Offered Property and contain an accurate description of the Offered Property and its proposed operations.
Grant of Right of First Offer. Seller hereby grants and conveys to Buyer, in addition to the Loans and as additional consideration for the Payment Price, a right of first offer to purchase from Seller, in addition to those Loans being or to be purchased pursuant hereto, those multifamily and commercial mortgage loans typical of those originated and to be originated by Seller ("Typical Loans") and designated by Seller as loans to 2 which the right of first offer described in this Paragraph 2.2.1 applies; provided, however, that during each 12 month period commencing with the Effective Date and with each anniversary thereof, but only so long as that certain Management Agreement entered into by and between Imperial Credit Commercial Asset Management Corp., a California corporation, and Buyer dated as of the Effective Date remains in effect, Seller shall offer to sell to Buyer not less than $150 million in the aggregate of Typical Loans (for that purpose, the amount of each such Typical Loan shall be deemed to be equal to its then outstanding principal balance) pursuant to the right of first offer described in this Paragraph 2.2.1; and provided further, that if Seller fails to offer to sell to Buyer pursuant to such right of first offer at least $150 million in the aggregate of such Typical Loans during any such 12 month period in which Seller is required to do so, Seller thereafter shall offer to sell to Buyer all Typical Loans originated by Seller following the end of such 12 month period until such time as the aggregate amount of such Typical Loans that Seller shall have offered for sale to Buyer pursuant to this further proviso is equal to the difference obtained by subtracting (i) the aggregate amount of all Typical Loans that were offered for sale by Seller to Buyer pursuant to the right of first offer described in this Paragraph 2.2.1 during such 12 month period from (ii) $150 million, and in determining the aggregate amount of Typical Loans offered by Seller to Buyer pursuant to the right of first offer granted by this Paragraph 2.2.1 in the immediately succeeding 12 month period, the Typical Loans offered to Buyer pursuant to Seller's obligations under clause (a) of this Paragraph 2.
2.1 shall not be included. Notwithstanding the foregoing, Seller only shall be required to offer Typical Loans to Buyer to the extent that Seller originates Typical Loans substantially as contemplated by this Agreement and, therefore, Buyer shall not exercise any remedies against Seller solely as a res...
Grant of Right of First Offer. (a) Throughout the Term of this Lease, Tenant shall have one time right of first offer to lease (the “ROFO”) the currently vacant approximately 12,000 Rentable Square Feet in the Building which is identified on Exhibit A-2 (the “ROFO Space”). Landlord shall notify Tenant of the availability of the ROFO Space (“ROFO Offer Notice”) which such ROFO Offer Notice shall set forth Landlord’s determination of the Market Rate, and a complete copy of any letters of intent, proposals, leases or other writings indicating the terms and conditions of such proposed lease, if applicable.
Grant of Right of First Offer. The Offeror hereby grants to the Operating Partnership a right of first offer to acquire all of Offeror’s direct or indirect right, title and interest in each of the Properties, on the terms and subject to the conditions set forth herein (the “Right of First Offer”).
Grant of Right of First Offer. Provided that, at the time of exercise of this right by Tenant (i) there then exists no Event of Default or condition or state of facts which with the passage of time or giving of notice, or both, would constitute an Event of Default, (ii) this Lease is then in full force and effect, and (iii) Tenant or its Affiliates is in actual occupancy of at least five hundred thousand (500,000) Rentable Square Feet of Office Space in the Building (the "Occupancy Requirement"), Land lord hereby grants to Tenant a right of first offer to purchase the Building and the Land (the "Right of First Offer") on the terms and conditions contained in this Article 24.
