Common use of Grant of Right of First Offer Clause in Contracts

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 shall be free to sell the Premises to any other Person within twelve (12) months of Tenant’s rejection or deemed rejection without being required to comply again with the foregoing provisions of this Section, provided that, if Landlord intends to sell the Offered Property (i) after such twelve (12) month period, or (ii) within such twelve (12) month period at a price less than ninety-five percent (95%) of the price described in the Offer, Landlord shall give Tenant written notice, setting forth the applicable purchase price and terms and conditions, and Tenant shall have fifteen (15) days to elect in writing to purchase the Offered Property at such purchase price and on such terms and conditions. The right of first offer granted by this Section shall not survive the expiration or earlier termination of this Lease.

Appears in 1 contract

Samples: Commercial Lease (Apollo Group Inc)

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Grant of Right of First Offer. Provided that no event of default exists or has occurred and is continuing(a) During the Option Period, if Landlord shall desire Nomura and/or the Trust (for purposes of this Article IV, an "OFFERING STOCKHOLDER") proposes to sell transfer (in one ---------- transaction or convey all in a series of transactions) any Securities (other than a transfer pursuant to Section 1.1) to another individual or any portion entity not a ----------- party hereto (each, a "PROPOSED TRANSFEREE") (whether or not such Proposed Transferee is currently a holder of Securities of the Premises Company), the Offering Stockholder shall give written notice at least 30 days prior to making any such transfer (the “Offered Property”"FIRST OFFER NOTICE") to a third party that is not an Affiliate MEIH of Landlordsuch proposal. The First Offer Notice shall specify the number and type of Securities proposed to be transferred, then Landlord shall first give Tenant the right to purchase the Offered Property for a proposed price and on terms and conditions determined by Landlord and set forth (which must be in a notice given to Tenant (the “Offer”cash). Tenant shall have thirty (30) days from receipt of the Offer within which to elect to purchase the Offered Property on the precise terms , terms, and conditions of the Offer transfer and the identity of the Proposed Transferee. (except that if the Offer shall be in whole b) MEIH or in part for consideration other than cash, Tenant its designee shall have the right to pay in cash and option (the fair market value of such noncash consideration"FIRST OFFER OPTION"). 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 exercisable within thirty (30) 30 days after the date of the Acceptance First Offer Notice or such longer period of time as is (the "FIRST OFFER OPTION PERIOD"), to purchase the Securities at the price (which must be in cash) and substantially on the terms and conditions set forth in the OfferFirst Offer Notice, whereupon Landlord by providing written notice of that election to the Offering Stockholder. (c) The failure of MEIH or its designee to advise the Offering Stockholder of its decision to purchase shares within the First Offer Option Period described above shall convey be deemed to constitute a notification to the Offered Property Offering Stockholder of a decision not to Tenant. At exercise the First Offer Option described herein. (d) The closing for all sales of the Securities purchased by MEIH or its designee under this Section 4.1 shall occur within 90 days of the last day ----------- of the First Offer Option Period, or at such other time as may be mutually agreed upon by the Offering Stockholder and MEIH or its designee (such date being referred to herein as the "FIRST OFFER CLOSING DATE"), with the purchase price being paid in immediately available funds at such closing, Landlord shall and with the Offering Stockholder being required to deliver to Tenant a special warranty deed (or local equivalent) sufficient to convey to Tenant fee simple title to stock certificates representing the Offered Property Securities being transferred duly endorsed for transfer and 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 restrictions on 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 adverse claims of any taxes kind, other than restrictions arising under federal or assessments then affecting state securities laws. If MEIH or its designee does not exercise the Premises; providedFirst Offer Option, however that or if MEIH or its designee exercises the First Offer contemplates that Option but does not close within the Offered Property is to be conveyed subject to any existing financing time designated for closing, 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 Offering Stockholder shall be free to sell the Premises Securities to the Proposed Transferee identified in the First Offer Notice, at the price and on the terms and conditions specified in the First Offer Notice, provided that -------- such transfer shall be effected within 90 days after the expiration of the First Offer Option Period in the event that MEIH or its designee does not exercise the First Offer Option during the First Offer Option Period (or, in the event that MEIH or its designee does so exercise the First Offer Option but then fails to close within the required time period, then within 90 days after the failure of MEIH or its designee to so purchase the Securities pursuant to the First Offer Notice) (the date of the closing for such transfer being referred to herein as the "THIRD PARTY CLOSING DATE"); provided further that it shall be a condition to any other Person within twelve (12) months of Tenant’s rejection or deemed rejection without being required to comply again with such transfer that the foregoing provisions of this Section, provided that, if Landlord intends to sell the Offered Property (i) after such twelve (12) month period, or (ii) within such twelve (12) month period at a price less than ninety-five percent (95%) of the price described in the Offer, Landlord shall give Tenant written notice, setting forth the applicable purchase price and terms and conditions, and Tenant shall have fifteen (15) days to elect -------- Proposed Transferee agrees in writing to purchase be bound by all of the Offered Property at such purchase price and on such terms and conditionsconditions of this Agreement (and a copy of such writing shall be delivered to MEIH contemporaneously with the closing of any such transfer). The Any Securities not transferred within such 90-day period shall be re-offered to MEIH or its designee in accordance with this Section 4.1 prior to any ----------- subsequent transfer. (e) Nothing contained in this Section 4.1 is intended to any way to restrict or ----------- otherwise limit the right of first offer granted by this Section shall not survive MEIH or its designee to exercise the expiration or earlier termination of this Lease.Option at any time during the Option Period as described in Article I hereof. ---------

Appears in 1 contract

Samples: Option and Voting Agreement (Partnership Acquisition Trust V)

Grant of Right of First Offer. Provided that no event of default exists or has occurred and is continuing(a) During the Option Period, if Landlord shall desire Nomura and/or the Trust (for purposes of this Article IV, an "OFFERING STOCKHOLDER") proposes to sell transfer (in one transaction or convey all in a series of transactions) any Securities (other than a transfer pursuant to Section 1.1) to another individual or any portion entity not a party hereto (each, a "PROPOSED TRANSFEREE") (whether or not such Proposed Transferee is currently a holder of Securities of the Premises Company), the Offering Stockholder shall give written notice at least 30 days prior to making any such transfer (the “Offered Property”"FIRST OFFER NOTICE") to a third party that is not an Affiliate MEIH of Landlordsuch proposal. The First Offer Notice shall specify the number and type of Securities proposed to be transferred, then Landlord shall first give Tenant the right to purchase the Offered Property for a proposed price and on terms and conditions determined by Landlord and set forth (which must be in a notice given to Tenant (the “Offer”cash). Tenant shall have thirty (30) days from receipt of the Offer within which to elect to purchase the Offered Property on the precise terms , terms, and conditions of the Offer transfer and the identity of the Proposed Transferee. (except that if the Offer shall be in whole b) MEIH or in part for consideration other than cash, Tenant its designee shall have the right to pay in cash and option (the fair market value of such noncash consideration"FIRST OFFER OPTION"). 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 exercisable within thirty (30) 30 days after the date of the Acceptance First Offer Notice or such longer period of time as is (the "FIRST OFFER OPTION PERIOD"), to purchase the Securities at the price (which must be in cash) and substantially on the terms and conditions set forth in the OfferFirst Offer Notice, whereupon Landlord by providing written notice of that election to the Offering Stockholder. (c) The failure of MEIH or its designee to advise the Offering Stockholder of its decision to purchase shares within the First Offer Option Period described above shall convey be deemed to constitute a notification to the Offered Property Offering Stockholder of a decision not to Tenant. At exercise the First Offer Option described herein. (d) The closing for all sales of the Securities purchased by MEIH or its designee under this Section 4.1 shall occur within 90 days of the last day of the First Offer Option Period, or at such other time as may be mutually agreed upon by the Offering Stockholder and MEIH or its designee (such date being referred to herein as the "FIRST OFFER CLOSING DATE"), with the purchase price being paid in immediately available funds at such closing, Landlord shall and with the Offering Stockholder being required to deliver to Tenant a special warranty deed (or local equivalent) sufficient to convey to Tenant fee simple title to stock certificates representing the Offered Property Securities being transferred duly endorsed for transfer and 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 restrictions on 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 adverse claims of any taxes kind, other than restrictions arising under federal or assessments then affecting state securities laws. If MEIH or its designee does not exercise the Premises; providedFirst Offer Option, however that or if MEIH or its designee exercises the First Offer contemplates that Option but does not close within the Offered Property is to be conveyed subject to any existing financing time designated for closing, 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 Offering Stockholder shall be free to sell the Premises Securities to the Proposed Transferee identified in the First Offer Notice, at the price and on the terms and conditions specified in the First Offer Notice, provided that such transfer shall be effected within 90 days after the expiration of the First Offer Option Period in the event that MEIH or its designee does not exercise the First Offer Option during the First Offer Option Period (or, in the event that MEIH or its designee does so exercise the First Offer Option but then fails to close within the required time period, then within 90 days after the failure of MEIH or its designee to so purchase the Securities pursuant to the First Offer Notice) (the date of the closing for such transfer being referred to herein as the "THIRD PARTY CLOSING DATE"); provided further that it shall be a condition to any other Person within twelve (12) months of Tenant’s rejection or deemed rejection without being required to comply again with such transfer that the foregoing provisions of this Section, provided that, if Landlord intends to sell the Offered Property (i) after such twelve (12) month period, or (ii) within such twelve (12) month period at a price less than ninety-five percent (95%) of the price described in the Offer, Landlord shall give Tenant written notice, setting forth the applicable purchase price and terms and conditions, and Tenant shall have fifteen (15) days to elect Proposed Transferee agrees in writing to purchase be bound by all of the Offered Property at such purchase price and on such terms and conditionsconditions of this Agreement (and a copy of such writing shall be delivered to MEIH contemporaneously with the closing of any such transfer). The Any Securities not transferred within such 90-day period shall be re-offered to MEIH or its designee in accordance with this Section 4.1 prior to any subsequent transfer. (e) Nothing contained in this Section 4.1 is intended to any way to restrict or otherwise limit the right of first offer granted by this Section shall not survive MEIH or its designee to exercise the expiration or earlier termination of this Lease.Option at any time during the Option Period as described in Article I hereof. OPTION AND VOTING AGREEMENT -6- 7

Appears in 1 contract

Samples: Option and Voting Agreement (Mei Genpar Lp)

Grant of Right of First Offer. Provided Seller hereby grants to Purchaser the exclusive right of first offer to Develop the Property (the "Right") upon the following terms and conditions: If, at any time prior to the termination of this Agreement Seller should determine, in its sole discretion, that no event of default exists or has occurred and is continuing, if Landlord shall desire to sell or convey all or any a portion of the Premises (Property shall be utilized for the “Offered Property”) construction of an office or industrial facility to be owned and leased to third parties by Seller or held by Seller for sale to a third party that is not an Affiliate of Landlordparty, then Landlord Seller shall first give Tenant offer Purchaser the right to purchase Develop such office or industrial facility before offering other parties the Offered right to develop the Property for a price and on terms and conditions determined by Landlord and set forth in a notice given to Tenant such uses. Seller shall notify Purchaser of the offer (the "Offer”). Tenant ") in the manner provided herein for the giving of notice, which notice shall have thirty (30) days from receipt be accompanied by a written statement setting forth the terms of the Offer within which to elect to purchase the Offered Property on the precise terms Offer, and conditions of the Offer (except that if the Offer shall be in whole or in part for consideration other than cash, Tenant Purchaser shall have the right of first offer to pay Develop the portion of the Property (which may be all of the Property) which is subject to the Offer (the "Subject Parcel") on the same terms and conditions as are contained in cash the fair market value of such noncash consideration). If Tenant elects to so purchase the Offered PropertyOffer; provided, Tenant shall give to Landlord written notice thereof (“Acceptance Notice”) and however, that the closing of the sale of the Subject Parcel pursuant to the Offer shall be held within occur no earlier than thirty (30) days after the date Purchaser has been notified of the Acceptance Notice or such longer period Offer. Purchaser shall give Seller written notice of time as is set forth in Purchaser's election to Develop 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 Subject Parcel pursuant 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 shall be free to sell the Premises to any other Person within twelve (12) months of Tenant’s rejection or deemed rejection without being required to comply again with the foregoing provisions of this Section, provided that, if Landlord intends to sell the Offered Property (i) after such twelve (12) month period, or (ii) within such twelve (12) month period at a price less than ninety-five percent (95%) of the price described in the Offer, Landlord shall give Tenant written notice, setting forth the applicable purchase price and terms and conditions, and Tenant shall have fifteen (15) days after Purchaser's receipt of the notice of the Offer, and should Purchaser elect to elect Develop the Subject Parcel pursuant to the Offer, Purchaser's notice of same shall be accompanied by a written statement of the proposed terms of such development, and the development of the Subject Parcel to Purchaser shall occur as provided in writing the Offer, subject to purchase the Offered Property at such purchase price and thirty (30) day period provided above. In the event Purchaser fails to notify Seller of its election within said fifteen (15) day period or elects not to Develop the Subject Parcel pursuant to the Offer, Seller shall have the right to offer the Subject Parcel to third parties or Develop the Subject Parcel itself on such the same economic terms and conditionssubstantially the same other terms as are contained in the Offer; provided, however, that in the event the sale of the Subject Parcel to a third party pursuant to the Offer does not close within one hundred fifty (150) days of the date of the delivery of the Offer, Seller shall renotify Purchaser and the Subject Parcel shall again be subject to all of the terms and provisions of this Agreement. The right Notwithstanding anything to the contrary contained herein, Seller reserves the right, and shall be entitled, at any time, to sell or otherwise convey, dedicate or grant the Property or any portion thereof or any interest therein to a third party or parties which intends to use the Property for any purpose whatsoever so long as Seller does not participate in the development of first offer granted by this Section such portion of the Property that is contemplated to be used for office or industrial purposes, and the Right shall not survive the expiration apply in connection with any such sale, conveyance, dedication or earlier termination of this Leasegrant.

Appears in 1 contract

Samples: Right of First Offer Agreement (Prime Group Realty Trust)

Grant of Right of First Offer. Provided Seller hereby grants, or agrees to cause to be granted, to Purchaser the exclusive right of first offer to Develop the Property (the "Right") upon the following terms and conditions: If, at any time prior to the termination of this Agreement Seller or HDLP should determine, in its sole discretion, that no event of default exists or has occurred and is continuing, if Landlord shall desire to sell or convey all or any a portion of the Premises (Property shall be utilized for the “Offered Property”) construction of an office or industrial facility to be owned and leased to third parties by Seller, HDLP or another affiliate of Seller or held by Seller, HDLP or another affiliate of Seller for sale to a third party that is not an Affiliate party, Seller shall offer, or shall cause HDLP or such other affiliate of LandlordSeller to offer, then Landlord shall first give Tenant Purchaser the right to purchase Develop such office or industrial facility before offering other parties the Offered right to develop the Property for a price and on terms and conditions determined by Landlord and set forth in a notice given such uses. Seller shall notify, or shall cause HDLP or such other affiliate of Seller to Tenant notify (the “Offer”). Tenant shall have thirty (30entity providing such notice is referred to as the "Offeree") days from receipt Purchaser of the Offer within offer (the "Offer") in the manner provided herein for the giving of notice, which to elect to purchase notice shall be accompanied by a written statement setting forth 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 cashOffer, Tenant and Purchaser shall have the right of first offer to pay Develop the portion of the Property (which may be all of the Property) which is subject to the Offer (the "Subject Parcel") on the same terms and conditions as are contained in cash the fair market value of such noncash consideration). If Tenant elects to so purchase the Offered PropertyOffer; provided, Tenant shall give to Landlord written notice thereof (“Acceptance Notice”) and however, that the closing of the sale of the Subject Parcel pursuant to the Offer shall be held within occur no earlier than thirty (30) days after the date Purchaser has been notified of the Acceptance Notice or such longer period Offer. Purchaser shall give Offeree written notice of time as is set forth in Purchaser's election to Develop 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 Subject Parcel pursuant 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 shall be free to sell the Premises to any other Person within twelve (12) months of Tenant’s rejection or deemed rejection without being required to comply again with the foregoing provisions of this Section, provided that, if Landlord intends to sell the Offered Property (i) after such twelve (12) month period, or (ii) within such twelve (12) month period at a price less than ninety-five percent (95%) of the price described in the Offer, Landlord shall give Tenant written notice, setting forth the applicable purchase price and terms and conditions, and Tenant shall have fifteen (15) days after Purchaser's receipt of the notice of the Offer, and should Purchaser elect to elect Develop the Subject Parcel pursuant to the Offer, Purchaser's notice of same shall be accompanied by a written statement of the proposed terms of such development, and the development of the Subject Parcel by Purchaser shall occur as provided in writing the Offer, subject to purchase the Offered Property at thirty (30) day period provided above. In the event Purchaser fails to notify Offeree of its election within said fifteen (15) day period or elects not to Develop the Subject Parcel pursuant to the Offer, Seller, HDLP or such purchase price and affiliate of Seller shall have the right to offer the Subject Parcel to third parties or Develop the Subject Parcel itself on such the same economic terms and conditionssubstantially the same other terms as are contained in the Offer; provided, however, that in the event either Seller, HDLP or such affiliate of Seller does not commence to Develop the Subject property, or the sale of the Subject Parcel to a third party pursuant to the Offer does not close, within one hundred fifty (150) days of the date of the delivery of the Offer, Seller shall renotify Purchaser and the Subject Parcel shall again be subject to all of the terms and provisions of this Agreement. The right Notwithstanding anything to the contrary contained herein, Seller and HDLP reserve the right, and shall be entitled, at any time, to sell or otherwise convey, dedicate or grant the Property or any portion thereof or any interest therein to a third party or parties which intends to use the Property for any purpose whatsoever (including for use as an office or industrial building or facility) so long as neither Seller, HDLP nor any affiliate of first offer granted by this Section Seller participates in the development of such portion of the Property that is contemplated to be used for office or industrial purposes, and the Right shall not survive the expiration apply in connection with any such sale, conveyance, dedication or earlier termination of this Leasegrant.

Appears in 1 contract

Samples: Right of First Offer Agreement (Prime Group Realty Trust)

Grant of Right of First Offer. Provided Seller hereby grants, or agrees to cause to be granted, to Purchaser the exclusive right of first offer to Develop the Property (the "Right") upon the following terms and conditions: If, at any time prior to the termination of this Agreement, Seller or HDLP should determine, in its sole discretion, that no event of default exists or has occurred and is continuing, if Landlord shall desire to sell or convey all or any a portion of the Premises Property shall be utilized for the construction of an office or industrial facility to be either (the “Offered Property”a) owned and leased to third parties by Seller, HDLP or another affiliate of Seller or (b) held by Seller, HDLP or another affiliate of Seller for sale to a third party that is not an Affiliate after such construction, Seller shall offer, or shall cause HDLP or such other affiliate of LandlordSeller to offer, then Landlord shall first give Tenant Purchaser the right to purchase Develop such office or industrial facility before developing, or allowing the Offered development of, the Property for a price and on terms and conditions determined by Landlord and set forth in a notice given such uses. Seller shall notify, or shall cause HDLP or such other affiliate of Seller to Tenant notify (the “Offer”entity providing such notice is referred to as the "Offeree"). Tenant shall have thirty (30) days from receipt , Purchaser of the Offer within which offer in the manner provided herein for the giving of notice of their decision to elect to purchase so Develop the Offered Property on and the precise general terms and conditions of the Offer (except that if the Offer shall be in whole or in part for consideration other than cashproposed development, Tenant and Purchaser shall have the right of first offer to pay in cash Develop that portion of the fair market value Property to be Developed (which may be all of such noncash considerationthe Property) (the "Subject Parcel") by notifying Offeree of the general terms and conditions upon which Purchaser is willing to Develop the Subject Parcel (the "Offer"), which Offer may differ from the terms of the notice from the Offeree. If Tenant elects to so purchase the Offered Property, Tenant Purchaser shall give the Offer to Landlord written notice thereof (“Acceptance Notice”) and the closing shall be held Offeree within thirty (30) days after the date Purchaser's receipt of the Acceptance Notice notice from Offeree. In the event Purchaser fails to notify Offeree of its election within said thirty (30) day period or elects not to Develop the Subject Parcel, or Purchaser and Offeree are unable to reach agreement on all the material terms and conditions of the development of the Subject Parcel, Seller, HDLP, or such longer period affiliate 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 Seller shall be conveyed subject entitled to offer to third parties the mortgage opportunity to Develop the Subject Parcel on commercially reasonable terms in an arms' length transaction or deed Seller, HDLP or such affiliate of trust securing such financing unless Tenant elects to pay off such financing Seller may develop the Subject Parcel substantially in accordance with the terms described in the notice from Offeree described above, provided, however, that in the event either Seller, HDLP, such affiliate of Seller or another party does not commence to Develop the Subject Parcel, or the sale of the applicable loan documents. At the closing, this Lease shall terminate as Subject Parcel 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 a third party does not close within one hundred fifty (150) days of the Premises. If Tenant does not timely elect date of the delivery of the Offer, Seller shall renotify Purchaser and the Subject Parcel shall again be subject to purchase all of the Offered Property, Landlord shall be free to sell the Premises to any other Person within twelve (12) months of Tenant’s rejection or deemed rejection without being required to comply again with the foregoing terms and provisions of this SectionAgreement. Notwithstanding anything to the contrary contained herein, provided thatSeller and HDLP reserve the right, if Landlord and shall be entitled, at any time, to sell or otherwise convey, dedicate or grant the Property or any portion thereof or any interest therein to a third party or parties which intends to sell use the Offered Property for any purpose whatsoever (iincluding for use as an office or industrial building or facility) after so long as neither Seller, HDLP nor any affiliate of Seller participates in the development of such twelve (12) month period, or (ii) within such twelve (12) month period at a price less than ninety-five percent (95%) portion of the price described Property that is contemplated to be used for office or industrial purposes, and the Right shall not apply in connection with any such sale, conveyance, dedication or grant. The construction of public and common infrastructure improvements (including roads, utility lines, storm and sanitary sewer lines and detention ponds) serving such portions of the Property shall not be deemed to be participation by Seller, HDLP or any affiliate of Seller in the Offer, Landlord shall give Tenant written notice, setting forth the applicable purchase price and terms and conditions, and Tenant shall have fifteen (15) days to elect in writing to purchase the Offered Property at development of such purchase price and on such terms and conditions. The right of first offer granted by this Section shall not survive the expiration or earlier termination of this LeaseProperty.

Appears in 1 contract

Samples: Right of First Offer Agreement (Prime Group Realty Trust)

Grant of Right of First Offer. Provided that (i) At any time during the Lease Term (so long as no event Lease Event of default exists or Default has occurred and is then continuing), if Landlord shall desire before the Lessor may sell or offer to sell or convey all or the Project to any portion of the Premises Person (the “Offered Property”) except pursuant to a third party that is not Portfolio Sale or a sale to an Affiliate of Landlord, then Landlord the Owner Participant) the Lessor shall first give Tenant offer the right Project to the Lessee for purchase the Offered Property for at a cash price and on terms and conditions determined by Landlord and set forth in a notice given to Tenant the Lessor (the “Offer”"Determined Price"). Tenant shall have thirty (30) days from receipt of the Offer Such offer may be accepted at any time 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) 90 days after the date of receipt by 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 Lessee of the Offered Property by Tenant to Landlord, such matters created, suffered or consented to in writing by Tenant or arising by reason notice of the failure offer and the Determined Price by irrevocable written notice of Tenant to have observed or performed any term, covenant or agreement the acceptance of this Lease to be observed or performed by Tenantsuch offer, and the lien closing date for such purchase shall not be more than 180 days after the date of any taxes such written notice. (ii) If the Lessee shall not give notice of exercise or assessments then affecting rejection of such first offer within the Premises; provided90-day period for acceptance described in clause (i) above, however that if the Offer contemplates that the Offered Property is to be conveyed subject to any existing financing then the Offered Property right shall be conveyed subject to deemed waived in respect of such offer and, except as further provided herein, this right of first offer shall thereupon be terminated and have no further force and effect. (iii) The Lessee shall, upon written request, furnish within the mortgage 90-day period for acceptance described in clause (i) above (or deed of trust securing such financing unless Tenant elects to pay off such financing in accordance with at any time thereafter upon the terms request of the applicable loan documentsCorporate Owner Trustee or the Lessor), a recordable statement certifying any waiver or rejection of such first offer. 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 Any such statement shall be adjusted to reflect any reduction in binding on the rentable square footage of Lessee. (iv) In the Premises. If Tenant event the Lessee does not timely elect to purchase the Offered PropertyProject for the Determined Price, Landlord shall the Project may be free to sell sold by the Premises Lessor to any Person (other than a Person within twelve (12who, directly or through any of such Person's Affiliates, is a Competitor of the Lessee or any of the Lessee's Affiliates) months of Tenant’s rejection or deemed rejection without being required to comply again with the foregoing provisions of this Section, provided that, if Landlord intends to sell the Offered Property (i) after such twelve (12) month period, or (ii) within such twelve (12) month period at a cash price not less than ninety-five percent (95%) of the Determined Price, provided a letter of intent is executed by the Lessor and prospective buyer within 180 days following the giving by the Lessee of a notice that it waives or rejects its first offer right (or following the deemed waiver of such right) without the need to re-offer the Project to the Lessee. If such a letter of intent has been executed within the required time period, the Project shall not be sold at any price described in lower than 95% of the Offer, Landlord Determined Price or on terms other than cash or at a time more than 360 days following the giving by the Lessee of a notice that it waives or rejects its first offer right (or following the deemed waiver of such right) without the Lessor again complying with the requirements of this Section 19. (v) if the Lessee shall give Tenant written notice, setting forth the applicable purchase price and terms and conditions, and Tenant shall have fifteen (15) days to elect in writing to purchase the Offered Property Project as herein contemplated, the Lessee shall, at its sole expense and as a condition to such purchase, on such date of purchase, execute and deliver such documentation, as shall be reasonably satisfactory to the Owner Participant, the Indenture Trustee and the Noteholders to cause the indebtedness represented and evidenced by the Notes and the Security Documents or such other notes and security documents as are executed and delivered in connection with such purchase price to be a direct and on full recourse obligation of the Lessee secured by a first priority deed to secure debt and security interest in the Indenture Estate (as modified by such terms documentation) and conditionsthe Lessee shall deliver, or shall cause to be delivered, such certificates, legal opinions, title insurance policies, and other documentary evidence as shall be reasonably requested by the Owner Participant, the Indenture Trustee and the Noteholders as necessary to effect such documentation. The right of first offer granted by Lessee shall pay all reasonable costs and expenses in connection with the transactions contemplated with this Section shall not survive the expiration or earlier termination of this Lease19(a)(v).

Appears in 1 contract

Samples: Lease Agreement (Equifax Inc)

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Grant of Right of First Offer. Provided During the initial Term and the Option Terms, Tenant shall have, subject to the provisions of this Section II, a right of first offer to lease any space in the 4000 Building (other than the 4th floor thereof) (the "First Offer Space") if such space becomes available for lease as provided hereinbelow. Tenant's right of first offer shall be upon the terms and conditions set forth in this Section II and shall be a one-time right of first offer with respect to every portion, and all of the square footage, of the First Offer Space which is offered to Tenant for lease as set forth in this Section II. In the event that Tenant elects not to lease, as set forth in Section II.C, below, the particular First Offer Space offered to Tenant by Landlord, Tenant's right of first offer with respect to that particular First Offer Space shall terminate and Tenant will no event longer have a right of default exists or has occurred first EXHIBIT E -5- offer to lease that particular First Offer Space. Notwithstanding anything to the contrary contained in this Section II, Tenant's right of first offer contained in this Section II shall be subject and is continuingsubordinate to any rights of any existing tenant of the Building as of the Commencement Date to lease the First Offer Space, if Landlord shall desire to sell or convey all or any portion thereof (whether pursuant to must-take rights, expansion rights, rights of first refusal, first offer rights, or other similar rights), and irrespective of whether the Premises exercise of any such right is consummated pursuant to a lease amendment or a new lease (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”"Superior Rights"). 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 shall be free to sell the Premises to any other Person within twelve (12) months of Tenant’s rejection or deemed rejection without being required to comply again with the foregoing provisions of this Section, provided that, if Landlord intends to sell the Offered Property (i) after such twelve (12) month period, or (ii) within such twelve (12) month period at a price less than ninety-five percent (95%) of the price described in the Offer, Landlord shall give Tenant written notice, setting forth the applicable purchase price and terms and conditions, and Tenant shall not have fifteen (15) days to elect in writing to purchase the Offered Property at any such purchase price and on such terms and conditions. The right of first offer granted by this Section shall not survive right to lease any First Offer Space until after such First Offer Space becomes available for lease following the expiration or earlier termination of the lease of the tenant in existence as of the Commencement Date as to such First Offer Space, including renewals thereof (whether or not such renewal is pursuant to an express written provision in such lease and regardless of whether any such renewal is consummated pursuant to a new lease or lease amendment) and the tenant thereunder has vacated such First Offer Space. Notwithstanding any contrary provision of this LeaseSection II, Landlord shall not be obligated to pay any brokerage commission in connection with any broker representing, or claiming to represent, Tenant in connection with Tenant's right of first offer hereunder.

Appears in 1 contract

Samples: Participation and Put Option Agreement (Inktomi Corp)

Grant of Right of First Offer. Provided that no event of default exists or has occurred and is continuing, if Landlord shall desire Subject 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 this Article 19 and the Offer Exempt Transactions, following December 31, 2017, if any space in the Building becomes available for lease (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 initial lease of such noncash considerationspace to the extent that such space is vacant as of the Effective Date (any such lease, an “Initial Lease”). If Tenant elects to so purchase the Offered Property, Tenant Landlord shall give to Landlord provide written notice thereof of such availability (the Acceptance Landlord’s Offer 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 shall be free to sell the Premises to any other Person within twelve (12) months of Tenant’s rejection or deemed rejection without being required to comply again with the foregoing provisions of this Section, provided that, if Landlord intends to sell the Offered Property (i) after such twelve (12) month period, or (ii) within such twelve (12) month period at a price less than ninety-five percent (95%) of the price described in the Offer, Landlord shall give Tenant written notice, setting forth the applicable purchase price and terms and conditions, and Tenant shall have fifteen (15) days to elect in writing to purchase the Offered Property at such purchase price and on such terms and conditions. The an ongoing right of first offer granted by this Section shall not survive (“ROFO”) to add such space (the expiration or earlier termination “ROFO Space”) to the Premises on the then-existing terms of this Lease, except as otherwise provided in this Article. Landlord’s ROFO Notice shall set forth the approximate size, approximate configuration and approximate location (but including the specific floors) of the ROFO Space, Landlord’s quotation of a proposed Base Rent, tenant improvement allowance, and free rent, if any, for the ROFO Space, and the date estimated by Landlord as the anticipated commencement date (the “Anticipated Inclusion Date”) for such ROFO Space. The term for the ROFO Space shall be coterminous with the Term for the Premises (including the Extension Option pursuant to Article 17), provided, however, if as of the date of either Landlord’s Offer Notice or the Anticipated Inclusion Date there is or will be less than five (5) full years remaining in the then Term of this Lease, then (1) Tenant shall have no right to lease the ROFO Space unless Tenant simultaneously with Tenant’s delivery of its Offer Response Notice to Landlord exercises the Extension Option pursuant to Article 17, and (2) if the time period for Tenant to exercise the Extension Option has expired without exercise by Tenant, Landlord shall have no obligation to offer the ROFO Space to Tenant and Tenant shall have no right to lease such space. As used in this Article, the term “available for lease” shall mean office space in the Building which is anticipated to, or becomes, vacant and is not an Exempt Transaction.

Appears in 1 contract

Samples: Lease (Everbridge, Inc.)

Grant of Right of First Offer. Provided that no In the event of default exists or has occurred and is continuing, if Landlord shall desire intends to sell or convey all or any portion to make the Premises available for purchase to unrelated third parties, Landlord shall give Tenant written notice of this intention and of the intended offering sale price of the Premises (the “Offered Property”) to a third party that is not an Affiliate of Landlord, then Landlord shall first give "Price Notice"). In the event Tenant the right desires to purchase the Offered Property for a Premises at the offering sale price and on terms and conditions determined indicated 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 PropertyLandlord, Tenant shall give to Landlord a written notice thereof of such desire (“Acceptance the "Interest Notice") and the closing shall be held within thirty seven (307) days after the date of receipt (as defined in Section 23 of the Acceptance Notice or such longer period of time as is set forth in the Offer, whereupon Lease) by 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 Price Notice. If no Interest Notice is timely given by Tenant, and then Tenant shall have no further rights under this Paragraph 1. In the lien of any taxes or assessments event an Interest Notice is timely given by Tenant, 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 shall be free to sell the Premises to any other Person within twelve (12) months of Tenant’s rejection or deemed rejection without being required to comply again with the foregoing provisions of this Section, provided that, if Landlord intends to sell the Offered Property (i) after such twelve (12) month period, or (ii) within such twelve (12) month period at a price less than ninety-five percent (95%) of the price described in the Offer, Landlord shall give Tenant written notice, setting forth the applicable purchase price and terms and conditions, and Tenant shall negotiate during the ten (10) day period following the receipt (as defined in Section 23 of the Lease) by Landlord of Tenant's Interest Notice in a good faith attempt to execute a definitive purchase and sale agreement whereby Landlord would sell to Tenant and Tenant would purchase from Landlord the Premises at the price stated in the Price Notice. However, neither party shall have fifteen any obligation to execute a purchase and sale agreement not acceptable to such party, in its sole and absolute discretion. In the event the parties fail to execute a mutually agreeable purchase and sale agreement within the ten (1510) days to elect day period allowed, or in writing to the event such a purchase and sale agreement is executed but is subsequently terminated without consummation of the Offered Property at such purchase price and on such terms and conditions. The right of first offer granted by sale, Tenant shall have no further rights under this Section shall not survive the expiration or earlier termination of this LeaseParagraph 1.

Appears in 1 contract

Samples: Sublease (Anadys Pharmaceuticals Inc)

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