Landlord’s Right of First Offer. In the event Tenant would like to make a Permitted Transfer with respect to all or any portion of the Premises (the “Proposed Transfer Premises”) pursuant to the terms and conditions of this Article 10, Tenant shall promptly give Landlord notice of such election and shall first offer to transfer the Proposed Transfer Premises to Landlord or an Affiliate of Landlord pursuant to the terms of this Section 10.03. Such offer may be made by Tenant to Landlord prior to the time Tenant has made an offer to or received an offer from any third party.
Landlord’s Right of First Offer. (a) If Tenant desires to assign this Lease or sublet all or part of the Premises (other than in accordance with Sections 5.01(b) or (c), Tenant shall give to Landlord notice (“Tenant’s Offer Notice”) thereof, specifying (i) in the case of a proposed subletting, the location of the space to be sublet and the term of the subletting of such space, (ii) (A) in the case of a proposed assignment, Tenant’s good faith offer of the consideration Tenant desires to receive or pay for such assignment or (B) in the case of a proposed subletting, Tenant’s good faith offer of the fixed annual rent which Tenant desires to receive for such proposed subletting (assuming that a subtenant will pay for Taxes, Operating Expenses and electricity in the same manner, and utilizing the same base year or base amount, as Tenant pays for such amounts under this Lease) and (iii) the proposed assignment or sublease commencement date.
Landlord’s Right of First Offer. If at any time Tenant desires to sell the Building, then Tenant, before offering the Building to anyone, shall offer to Landlord the right to purchase the Building on the same terms and conditions upon which Tenant intends to offer the Building for sale. Such offer shall be made by Tenant to Landlord in a written notice (hereinafter called the "First Offer Notice") which offer shall designate the terms which Tenant intends to offer the Building for sale. Landlord may accept the offer set forth in the First Offer Notice by delivering to Tenant an acceptance (hereinafter called "Landlord's Notice") of such offer within 7 business days after delivery by Tenant of the First Offer Notice to Landlord. Time shall be of the essence with respect to the giving of Landlord's Notice. If Landlord does not accept (or fails to timely accept) an offer made by Tenant pursuant to the provisions of this Addendum with respect to the purchase of the Building, Tenant shall be free to sell the Building to anyone for no less than 95% of the purchase price and on any other terms offered to Landlord. Notwithstanding the foregoing, if Tenant desires to sell the Building to anyone on terms which are less than 95% of the purchase price offered to Landlord, then Tenant must re-offer to Landlord the right to purchase the Building on such terms (the "Second Offer Notice"). Tenant shall deliver to Landlord the Second Offer Notice in the same manner as the First Offer Notice. If Landlord does not accept (or fails to timely accept) the re-offer made by Tenant pursuant to the provisions of this Addendum with respect to the purchase of the Building, Landlord shall be deemed to have irrevocably waived all further rights under this Addendum and Tenant shall be under no further obligation to Landlord with respect to the sale of the Building by reason of this Addendum. ADDENDUM 6 RIGHT OF FIRST OFFER ATTACHED TO AND A PART OF THE LEASE AGREEMENT DATED SEPTEMBER 30, 1998, BETWEEN PROLOGIS DEVELOPMENT SERVICES INCORPORATED and SELECT COMFORT CORPORATION
Landlord’s Right of First Offer. (a) If Tenant desires to enter into an Assignment of this Lease or Sublease all or part of the Premises (other than in accordance with Section 5.01(b), 5.01(c) or 5.01(d)), Tenant shall give to Landlord notice (“Tenant’s Offer Notice”) thereof, and notice shall be accompanied by (i) a conformed or photostatic copy of the proposed Assignment or Sublease and all related agreements, or a letter of intent containing all of the material economic terms of the proposed Assignment or Sublease and executed by the proposed Assignee or Sublessee and, in either case the effective or commencement date (the “Effective Date”) of the proposed Assignment or Sublease shall be at least 45 days after the giving of such notice, (ii) a statement setting forth in reasonable detail the identity of the proposed Assignee or Sublessee, the nature of its business and its proposed use of the Premises, (iii) current financial information with respect to the proposed Assignee or Sublessee, including, without limitation, its most recent certified financial statements, if such financial statements are certified (or, if not, certified by the chief financial officer of the proposed Assignee or Sublessee as being true and correct) and (iv) if the proposed transaction is an Assignment or a Sublease of all or a portion of the Premises for a term equal to 7 years or more or for substantially all of the then remaining balance of the Term (without giving effect to any unexercised Renewal Option), a good faith estimate of the amount that Landlord would be required to pay to Tenant pursuant to this Section 5.02 on account of any Unamortized Initial Alteration Costs and Unamortized Subsequent Alteration Costs, assuming that the applicable Determination Date was the Effective Date of the proposed Assignment or Sublease, as the case may be.
Landlord’s Right of First Offer. (a) If Tenant desires to assign this Lease or sublet all or part of the Premises for all or substantially all of the then-remaining Term (other than in accordance with Sections 5.01(b) or (c) or pursuant to an Excluded Sublease), Tenant shall give to Landlord notice (“Tenant’s Offer Notice”) thereof, specifying (i) in the case of a proposed subletting, the location of the space to be sublet (including the specific area to be demised for sublet on any floor of the Premises) and the term of the subletting of such space, (ii) (A) in the case of a proposed assignment, Tenant’s good faith offer of the consideration Tenant desires to receive or pay for such assignment (including any concessions Tenant desires to offer to the proposed assignee) or (B) in the case of a proposed subletting for all or substantially all of the then-remaining Term, Tenant’s good faith offer of the rent which Tenant desires to receive for such proposed subletting (including fixed rent, additional rent including proportionate shares, base years and/or base amounts for any escalation rent to be paid on account of PILOT, Impositions, taxes and operating expenses, electricity charges and other pass-through expenses and the amount of any work allowance, rent abatement or other tenant inducement, and any other proposed terms required by Landlord to calculate the Net Effective Rental Tenant desires to receive for such proposed subletting) and (iii) the proposed assignment or sublease commencement date. An “Excluded Sublease” means Tenant’s right to sublease up to one (1) full floor of the Premises at any time in one or more transactions.
Landlord’s Right of First Offer. (a) If Tenant desires to assign this Lease or sublet all or part of the Premises (other than in accordance with Sections 5.01(b), (c) or (d)), Tenant shall give to Landlord notice ("Tenant's Offer Notice") thereof, specifying (i) in the case of a proposed subletting, the location of the space to be sublet (the "Sublet Space") and the term of the subletting of such Sublet Space (the "Sublet Term"), (ii) (A) in the case of a proposed assignment, Tenant's good faith offer of the consideration Tenant desires to receive or pay for such assignment or (B) in the case of a proposed subletting, Tenant's good faith offer of the fixed annual rent which Tenant desires to receive for such proposed subletting (assuming that a subtenant will pay for Taxes, Operating Expenses and electricity in the same manner, and utilizing the same base year or base amount, as Tenant pays for such amounts under this Lease) (the "Sublet Rent"), (iii) in the case of a proposed subletting involving a partial floor, whether or not Tenant intends to demise separately the subleased space or provide an allowance to the subtenant for the purpose of performing such work and (iv) the proposed assignment or sublease commencement date.
Landlord’s Right of First Offer. (d) If Tenant desires to either (x) assign this Lease or (y) sublet all or substantially all of the Premises or sublet a portion of the Premises which, when aggregated with other subleases then in effect that are for substantially all of the then-remaining Term, covers all or substantially all of the Premises, in either case, for all or substantially all of the remaining Term (i.e., for a term expiring during the last six (6) months of the Term)
Landlord’s Right of First Offer. In the event that at any time during the term of this Lease, Tenant shall desire to sell the Improvements or any portion of Tenant’s right, title and interest in, to and under this Lease (“Tenant Offer Property”), either singularly or in conjunction with other property, Landlord is hereby given the right of first offer to purchase the same in accordance with the procedures hereinafter set forth. Tenant shall notify Landlord in writing of the terms (none of which shall be inconsistent with the terms set forth in this Article XVIII), including the purchase price, on which Tenant is willing to sell the Tenant Offer Property (the “Tenant Offer”). Landlord shall have thirty (30) days (the “Offer Period “) after receipt of the Tenant Offer within which to notify Tenant in writing that Landlord accepts the Tenant Offer. If Landlord fails to timely accept such Tenant Offer, Tenant shall be, subject to the provision of Article IX, entitled for a period of one (1) year after the expiration of the Offer Period, to sell the Tenant Offer Property to any other person or entity at a purchase price that is not less than the purchase price set forth in such Tenant Offer and on such other terms as are no more favorable to the purchaser than the other terms set forth in the Tenant Offer. If Tenant fails to sell the Tenant Offer Property to a third party prior to the first anniversary of the Offer Period, Landlord’s right of first offer shall remain applicable to subsequent offers.
Landlord’s Right of First Offer. (a) If Tenant desires to enter into an Assignment of this Lease or Sublet all or part of the Premises (other than in accordance with Sections 5.01(b), (c) or (d)), Tenant shall give to Landlord notice (“Tenant’s Offer Notice”) thereof along with a bona fide written offer from an independent third party specifying (i) in the case of a proposed subletting, the location of the space to be sublet and the term of the subletting of such space, (ii) (A) in the case of a proposed assignment, Tenant’s good faith offer of the consideration Tenant desires to receive or pay for such assignment or (B) in the case of a proposed subletting, Tenant’s good faith offer of the fixed annual rent which Tenant desires to receive for such proposed subletting, and (iii) the proposed assignment or sublease commencement date, which date shall be at least thirty (30) days after the giving of Tenant’s Offer Notice.
Landlord’s Right of First Offer. (a) If, other than in accordance with Section 5.06, Tenant desires to assign this Lease or sublet all or part of the Premises for all or substantially all of the remainder of the Term (which, for purposes of this Article 5, shall be deemed to mean a sublease the term of which (inclusive of all renewal options) expires on or after the date that is two years before the then scheduled Expiration Date) Tenant shall give to Landlord notice (“Tenant’s Offer Notice”) thereof, specifying (i) in the case of a proposed subletting, the location of the space to be sublet and (ii) the proposed assignment or sublease commencement date.
