Common use of Landlord’s Right of First Offer Clause in Contracts

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. If at Subject and subordinate to Section 10.01(k) above, in the event Tenant would like to make a Permitted Transfer with respect to all or any time Tenant desires portion of the Premises (the “Proposed Transfer Premises”) pursuant 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 of this Article 10, Tenant intends shall promptly give Landlord notice of such election and shall first offer to offer transfer the Building for saleProposed Transfer Premises to Landlord or an Affiliate of Landlord pursuant to the terms of this Section 10.03. Such offer shall 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. Tenant shall offer (the “Offer”) to transfer to Landlord the Proposed Transfer Premises pursuant to terms determined in Tenant’s sole and absolute discretion (the “Offer Terms”). The Offer shall be irrevocable for a written notice period ending at 5:00 P.M. east coast time, on the sixtieth (hereinafter called 60th) day (or the "First next Business Day if the sixtieth (60th) day is not a Business Day) following the day on which the Offer Notice"was made (the “Offer Period”). In the event that the Offer is accepted by the Landlord during the Offer Period, Landlord shall close on the Proposed Transfer Premises within sixty (60) which offer days after the Offer is accepted (or such longer time as is agreed to by the parties in writing) in accordance with the Offer Terms; provided however, that in the event that such closing does not occur within such period as a result of a default by Landlord after acceptance, then Tenant shall designate be entitled to Transfer the Proposed Transfer Premises to any third party in accordance with this Section 10.03(c). Landlord and Tenant shall execute such documents and instruments as may be necessary or appropriate to effect the transfer of the Proposed Transfer Premises pursuant to the terms which Tenant intends of the Offer and this Section 10.03. In the event that Landlord does not elect to offer the Building for sale. Landlord may accept the offer Offer, Landlord may, at its election, make a counteroffer (“Counteroffer”) setting forth the price and other material terms on which Landlord would be willing to purchase the Proposed Transfer Premises, but Tenant has no obligation to accept or otherwise address any such Counteroffer. If Tenant elects to accept the Counteroffer, the parties shall close on the Proposed Transfer Premises in accordance with this Section 10.03(c). If the Offer is not accepted by Landlord (or a proposed Counteroffer is not accepted by Tenant) in the manner hereinabove provided, Tenant may transfer the Proposed Transfer Premises at any time within nine (9) months after the last day of the Offer Period, provided that the terms of any such Transfer of the Proposed Transfer Premises to such third party are substantially the same as the Offer Terms (which, in the case of price, means that the sale price is not less than: (i) ninety-five percent (95%) of the sale price set forth in the First Offer Notice by delivering to Tenant an acceptance Terms if Landlord did not make a Counteroffer, or (hereinafter called "Landlord's Notice"2) one hundred percent (100%) of such offer within 7 business days after delivery by Tenant the amount of the First Offer Notice Counteroffer price if a Counteroffer was made). In the event that the Proposed Transfer Premises are not transferred to Landlord. Time an unrelated third party within such nine (9) month period, such Transfer shall again be subject to all of the essence with respect to the giving terms of Landlord's Noticethis Section 10.03. If Landlord does not accept (or fails Tenant is required 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 the Proposed Transfer Premises to Landlord during such nine (9) month period, the procedures in subsections 10.03(a) and (b) shall apply. The Landlord’s right of first offer set out in this Section 10.03 is intended 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 apply only to the sale of the Building Proposed Transfer Premises by reason Tenant and is not intended to apply to a Mortgagee or another purchaser of the Premises pursuant to a foreclosure of a Mortgage or through a deed or instrument of transfer delivered in lieu of such foreclosure, which is not subject to this Section 10.03, provided however, in the event such Mortgagee or other purchaser of the Premises pursuant to a foreclosure of a Mortgage acquires this Lease and becomes a “Tenant” hereunder, this Section 10.03 shall apply to any future attempted Transfer 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 CORPORATIONLease or Proposed Transfer Premises.

Landlord’s Right of First Offer. If at Subject and subordinate to Section 10.01(k) above, if Tenant would like to make a Permitted Transfer with respect to all or any time Tenant desires portion of the Premises (the “Proposed Transfer Premises”) pursuant 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 of this Article 10, Tenant intends will promptly give Landlord notice of such election and will first offer to offer transfer the Building for saleProposed Transfer Premises to Landlord or an Affiliate of Landlord pursuant to the terms of this Section 10.03. Such offer shall 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. Tenant will offer (the “Offer”) to transfer to Landlord the Proposed Transfer Premises pursuant to terms determined in Tenant’s sole and absolute discretion (the “Offer Terms”). The Offer will be irrevocable for a written notice period ending at 5:00 P.M. east coast time, on the sixtieth day (hereinafter called or the "First next Business Day if the sixtieth day is not a Business Day) following the day on which the Offer Notice"was made (the “Offer Period”). If that the Offer is accepted by the Landlord during the Offer Period, Landlord will close on the Proposed Transfer Premises within 60 days after the Offer is accepted (or such longer time as is agreed to by the parties in writing) which offer shall designate in accordance with the Offer Terms; provided however, that if such closing does not occur within such period as a result of a default by Landlord after acceptance, then Tenant will be entitled to Transfer the Proposed Transfer Premises to any third party in accordance with this Section 10.03(c). Landlord and Tenant will execute such documents and instruments as may be necessary or appropriate to effect the transfer of the Proposed Transfer Premises pursuant to 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 Noticeand this Section 10.03. If Landlord does not elect to accept the Offer, Landlord may, at its election, make a counteroffer (“Counteroffer”) setting forth the price and other material terms on which Landlord would be willing to purchase the Proposed Transfer Premises, but Tenant has no obligation to accept or otherwise address any such Counteroffer. If Tenant elects to accept the Counteroffer, the parties will close on the Proposed Transfer Premises in accordance with this Section 10.03(c). If the Offer is not accepted by Landlord (or fails to timely accepta proposed Counteroffer is not accepted by Tenant) an offer made by in the manner hereinabove provided, Tenant pursuant to may transfer the provisions of this Addendum with respect to Proposed Transfer Premises at any time within nine months after the purchase last day of the BuildingOffer Period, Tenant shall be free provided that the terms of any such Transfer of the Proposed Transfer Premises to sell such third party are substantially the Building to anyone for no same as the Offer Terms (which, in the case of price, means that the sale price is not less than than: (i) 95% of the purchase sale price and on any other terms offered to Landlord. Notwithstanding set forth in the foregoingOffer Terms if Landlord did not make a Counteroffer, if Tenant desires to sell the Building to anyone on terms which are less than 95or (2) 100% of the purchase amount of the Counteroffer price offered if a Counteroffer was made. If the Proposed Transfer Premises are not transferred to Landlordan unrelated third party within such nine- month period, then such Transfer will again be subject to all of the terms of this Section 10.03. If Tenant must is required to re-offer the Proposed Transfer Premises to Landlord during such nine-month period, the procedures in subsections 10.03(a) and (b) will apply. The Landlord’s right of first offer set out in this Section 10.03 is intended 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 apply only to the sale of the Building Proposed Transfer Premises by reason Tenant and is not intended to apply to a Mortgagee or another purchaser of the Premises pursuant to a foreclosure of a Mortgage or through a deed or instrument of transfer delivered in lieu of such foreclosure, which is not subject to this Section 10.03, provided however, if such Mortgagee or other purchaser of the Premises pursuant to a foreclosure of a Mortgage acquires this Lease and becomes a “Tenant” hereunder, this Section 10.03 will apply to any future attempted Transfer 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 CORPORATIONLease or Proposed Transfer Premises.

Landlord’s Right of First Offer. If at any time during the Term, Tenant desires to sell Transfer Tenant's interest in the BuildingPremises under this Lease (other than a Transfer for security purposes pursuant to a Leasehold Mortgage or a foreclosure or deed in lieu of foreclosure with respect to a Leasehold Mortgage, then Tenantor a subletting in accordance with Article 18 or any transfer permitted under Section 17.2), before offering the Building to anyone, Tenant shall offer first deliver to Landlord a written offer (the right to purchase "OFFER") setting forth the Building on the same terms and conditions upon which Tenant intends proposes to offer Transfer its interest and offering to Transfer Tenant's interest in the Building for sale. Such offer shall be made by Tenant Premises to Landlord in a on such terms and conditions, provided that if such terms and conditions do not require cash payment, Landlord shall have the option of purchasing the interest for all cash. Landlord shall have ten (10) calendar days from Landlord's receipt of the Offer to accept the Offer by 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 NoticeTenant. If Landlord does not accept give Tenant written notice accepting the Offer within said ten (10) day period, Tenant may at any time, thereafter, subject to all of the conditions, restrictions and terms of this Article 17, Transfer its interest to a third party on any terms, regardless of whether more or fails less favorable than those stated in the Offer, without reoffering the interest to timely accept) an offer made by Tenant pursuant to Landlord; provided that the provisions of this Addendum with respect Section 17.7 shall apply to any subsequent Transfer. If Landlord accepts the purchase of the BuildingOffer, Landlord and Tenant shall consummate the Transfer within thirty (30) days after Landlord's written notice of acceptance. The Transfer shall be free consummated by Tenant's delivery to sell the Building to anyone for no less than 95% Landlord of the purchase price (i) a good and on any other terms offered to Landlord. Notwithstanding the foregoingsufficient assignment of lease, if Tenant desires to sell the Building to anyone on terms which are less than 95% of the purchase price offered in recordable form, assigning to Landlord, then Tenant must re-offer free and clear of any and all liens, subleases, and encumbrances except those caused by Landlord or those that, by accepting the Offer, Landlord has agreed to take subject to, all of Tenant's right, title and interest in, to and under the Lease and in any and all Permitted Subleases that, by accepting the Offer, Landlord the right has agreed to purchase the Building on such terms accept, and (the "Second Offer Notice"). Tenant shall deliver ii) a good and sufficient (warranty as to Landlord the Second Offer Notice title, or as otherwise specified in the same manner as Offer) xxxx of sale of any personal property included in the First Offer Noticeleasehold estate being acquired by Landlord. If Landlord does not accept (or fails to timely accept) shall pay the re-offer made by Tenant pursuant to consideration agreed upon in cash at the provisions of this Addendum with respect to the purchase closing 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 Transfer or otherwise in the sale of manner specified in 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 CORPORATIONOffer.

Landlord’s Right of First Offer. If at any time during the first ten Lease Years, Tenant desires to sell Transfer Tenant's interest in the BuildingPremises under this Lease (other than a Transfer for security purposes pursuant to a Leasehold Mortgage or a foreclosure or deed in lieu of foreclosure with respect to a Leasehold Mortgage, then Tenantor a subletting in accordance with Article 18 or any transfer permitted under Section 17.2), before offering the Building to anyone, Tenant shall offer first deliver to Landlord a written offer (the right to purchase "Offer") setting forth the Building on the same terms and conditions upon which Tenant intends proposes to offer Transfer its interest and offering to Transfer Tenant's interest in the Building for sale. Such offer shall be made by Tenant Premises to Landlord in a on such terms and conditions, provided that if such terms and conditions do not require cash payment, Landlord shall have the option of purchasing the interest for all cash. Landlord shall have forty-five (45) days from Landlord's receipt of the Offer to accept the Offer by 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 NoticeTenant. If Landlord does not accept give Tenant written notice accepting the Offer within said forty-five (45) day period, Tenant may at any time, thereafter, subject to all of the conditions, restrictions and terms of this Article 17, Transfer its interest to a third party on any terms, regardless of whether more or fails less favorable than those stated in the Offer, without reoffering the interest to timely accept) an offer made by Tenant pursuant to Landlord; provided that the provisions of this Addendum with respect Section 17.7 shall apply to any subsequent Transfer. If Landlord accepts the purchase of the BuildingOffer, Landlord and Tenant shall consummate the Transfer within sixty (60) days after Landlord' written notice of acceptance. The Transfer shall be free consummated by Tenant's delivery to sell the Building to anyone for no less than 95% Landlord of the purchase price (i) a good and on any other terms offered to Landlord. Notwithstanding the foregoingsufficient assignment of lease, if Tenant desires to sell the Building to anyone on terms which are less than 95% of the purchase price offered in recordable form, assigning to Landlord, then Tenant must re-offer free and clear of any and all liens, subleases, and encumbrances except those caused by Landlord or those that, by accepting the Offer, Landlord has agreed to take subject to, all of Tenant's right, title and interest in, to and under the Lease and in any and all Permitted Subleases that, by accepting the Offer, Landlord has agreed to accept, (ii) a good and sufficient grant deed of the right Improvements, and (iii) a good and sufficient (warranty as to purchase the Building on such terms (the "Second Offer Notice"). Tenant shall deliver to Landlord the Second Offer Notice title, or as otherwise specified in the same manner as Offer) bill xx sale of any personal property included in the First Offer Noticeleasehold estate being acquired by Landlord. If Landlord does not accept (or fails to timely accept) shall pay the re-offer made by Tenant pursuant to consideration agreed upon in cash at the provisions of this Addendum with respect to the purchase closing 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 Transfer or otherwise in the sale of manner specified in 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 CORPORATIONOffer.

Landlord’s Right of First Offer. If at any time Tenant desires to sell the Building, d then Tenant, before offering the Building to anyone, shall offer to Landlord the right to purchase the Building on :3, the same terms and conditions upon which Tenant intends to offer the Building for sale. 00 SO 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 v (hereinafter called "" Landlord's Notice") of such offer within 7 10 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 CD Addendum with respect to the purchase of the Building, Tenant shall be free to sell the Building to anyone for no less than on terms which may be 95% of the purchase price and on any other terms less favorable to Tenant than those offered to Landlord. Notwithstanding the foregoing, if t I f T 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 reoffer to Landlord the right to purchase the Building 0 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 SIX HVAC MAINTENANCE CONTRACT ATTACHED TO AND A PART OF THE LEASE AGREEMENT DATED SEPTEMBER 30------ , 19981999, BETWEEN PROLOGIS DEVELOPMENT SERVICES INCORPORATED LIMITED PARTNERSHIP IV and SELECT COMFORT CORPORATIONSTERILE RECOVERIES, INC.