Landlord’s Right of First Refusal. Prior to consummating a transaction whereby Tenant or any of its affiliates (including CEC or any of its affiliates) (provided, however, that this provision will not apply if the MLSA has been terminated by Propco or, with Propco’s consent, CEC (or an affiliate thereof) is otherwise no longer managing the Facilities) will own, operate or develop a domestic (U.S.) gaming facility outside of Las Vegas, Nevada (either existing prior to such date or to be developed) that is not subject to a lease or management agreement in favor a third-party operator that was not entered into in contemplation of such acquisition or development, Tenant shall notify Landlord of the subject opportunity. Landlord shall have the right to own such facility and lease it to Tenant, and if Landlord exercises such right then Tenant and Landlord will structure such transaction in a manner that allows the subject property to be owned by Landlord and leased to Tenant (and be managed by Manager). In such event, Tenant and Landlord shall amend the Lease by (i) adding the additional property as Leased Property, (ii) increasing Rent by the Allocated Rent Amount with respect to such property and (iii) incorporating such other terms that Tenant and Landlord have agreed to. In the event that Landlord declines its right to own the facility, Tenant (or an affiliate thereof) shall have the right to consummate the subject transaction without Landlord’s involvement, provided the same is on terms no more favorable to the counterparty than those presented to Landlord for consummating such transaction. Further, in the event Landlord declines its right to own such facility, the Lease shall provide for similar terms as those provided in the Penn Gaming lease with respect to any such facilities which are located outside of Las Vegas, Nevada and within the restricted area (as defined in the Penn Gaming lease but reduced to 30 miles) of any existing Non-CPLV Facilities. The mechanics and timing of applicable notices in respect of, and the exercise of, Landlord’s ROFR will be more particularly set forth in the Lease. Permitted Use Tenant shall use the Leased Property for hotel, gaming, entertainment, conference, retail and other uses consistent with its current use, or with prevailing industry use. Landlord Sale of Properties Landlord may sell, without Tenant consent in each instance, any or all of the Facilities, upon the following terms: (i) the purchaser shall enter into a severance lease with Tenant for t...
Landlord’s Right of First Refusal. Tenant hereby grants to Landlord the right to purchase all of the Tenant’s Interest on the following terms and conditions (the “Right of First Refusal”):
(a) If Tenant should at any time receive a bona fide offer to purchase all or any portion of Tenant’s Interest, (the “Refusal Offer”) from a third party and Tenant desires to accept such offer, Tenant shall deliver to Landlord a notice (the “Acquisition Notice”) setting forth the name of the prospective purchaser and the terms and conditions of such Refusal Offer.
(b) Landlord shall have sixty (60) days from receipt of the Acquisition Notice to exercise its Right of First Refusal by delivering notice thereof to Tenant. Delivery of such notice shall obligate Landlord to purchase Tenant’s Interest (or the applicable portion thereof) on the date which is one hundred twenty (120) days after receipt of the Acquisition Notice (or any earlier date requested by Landlord) and on the terms and conditions set forth in the Acquisition Notice except there shall be no due diligence or inspection period or condition. In the event Landlord shall not elect to exercise its Right of First Refusal or fails to timely deliver notice within the sixty (60) day period, Landlord shall conclusively be deemed to have waived its Right of First Refusal as to the transaction described in the Acquisition Notice in question and Tenant may thereupon proceed to sell the Tenant’s Interest (or portion thereof) on the terms and conditions and to the party specified in the Acquisition Notice in question, and in the event the Tenant’s Interest (or portion thereof) is sold as set forth in the Acquisition Notice in question, the Right of First Refusal shall not be applicable to any future sales, and this Lease shall remain in full force and effect. Modifications may be made in the offer outlined in the Acquisition Notice without the necessity of resubmitting the offer to Tenant, provided that the purchase price is not reduced, the payment terms are not changed, and provided that the closing date is not extended for a period in excess of one hundred eighty (180) days.
(c) In the event that Landlord exercises its right of First Refusal and thereafter defaults in the purchase, such default shall be deemed to be a default by Landlord under this Lease and, in addition to Tenant’s remedies on account of Landlord’s default, Landlord shall thereafter forfeit the Right of First Refusal in this Section 12.7.
(d) Nothing in this Section 12.7 shall serve to ...
Landlord’s Right of First Refusal. Landlord shall have the right, within sixty (60) days after receipt of the notice of the proposed Transfer from Tenant, to elect (i) to sublet the Premises from Tenant at the Rent then being paid by Tenant for the Premises under Section 2 hereof (or to sublet that portion of the Premises which Tenant proposes to sublease with a proportionate reduction in the Rent), or (ii) to terminate this Lease in its entirety if Tenant intends to Transfer all, or substantially all of the Premises or, if Tenant proposes to Transfer a portion of the Premises, to terminate this Lease only with respect to such portion of the Premises. Upon exercise by Landlord of either of the options set forth in this subsection, Tenant shall surrender the Premises or such portion of the Premises, as the case may be, to Landlord and thereafter the Rent to be paid by Tenant pursuant to Section 2 above shall be that portion of the total Rent which the amount of rentable area remaining in the possession of Tenant bears to the total rentable area of the Premises. In the event that Landlord does not exercise its right to sublet the Premises, or such portion of the Premises, as the case may be, or to terminate this Lease, within said sixty (60) day period, Tenant shall have the right to sublet the Premises or a portion thereof after first obtaining the written consent of Landlord as provided in subsection 10.1.
Landlord’s Right of First Refusal. If Tenant requests consent to an Occupancy Transaction in accordance with this Article, Landlord shall have the right to purchase the leasehold interest of Tenant in this Lease and the Premises (referred to in this Section as "Tenant's interest"), to the exclusion of the prospective Transferee, at the purchase price and terms offered by the prospective Transferee. Such right shall be exercisable by Landlord by giving Tenant notice of its election to purchase as provided in Section 15.4. Upon such election, the proposed Transferee shall have no right to purchase Tenant's interest, Landlord and Tenant shall execute an agreement setting forth the terms and conditions of the purchase, and the proposed Occupancy Transaction shall be deemed to have been disapproved. No failure of Landlord to elect to exercise its rights hereunder shall be construed as consent to the proposed Occupancy Transaction or a waiver of such rights with respect to any future proposed Occupancy Transaction.
Landlord’s Right of First Refusal. Prior to consummating a transaction whereby CEC (or any holding company that directly or indirectly owns 100% of CEC) or any of its subsidiaries (including Tenant or any of its subsidiaries) (provided, however, that this provision will not apply if the MLSA/Guaranty has been terminated by Propco or, with Propco’s consent, CEC (or a subsidiary thereof) is otherwise no longer managing the Facilities) will own or develop a domestic (U.S.) gaming facility outside of the Gaming Enterprise District of Xxxxx County, Nevada (either existing prior to such date or to be developed) other than an Excluded Propco Opportunity (as defined below), Tenant shall notify Landlord of the subject opportunity. Landlord shall have the right to own such facility and lease it to Tenant, and if Landlord exercises such right then Tenant and Landlord will structure such transaction in a manner that allows the subject property to be owned by Landlord and leased to Tenant (and be managed by Manager (or its affiliate)). In such event, Tenant and Landlord shall amend the Lease by (i) adding the additional property as Leased Property, (ii) increasing Rent by the Allocated Rent Amount with respect to such property and (iii) incorporating such other terms that Tenant and Landlord have agreed to. In the event that Landlord declines its right to own the facility, Tenant (or an affiliate thereof) shall have the right to consummate the subject transaction without Landlord’s involvement, provided the same is on terms no more favorable to the counterparty than those presented to Landlord for consummating such transaction. Further, in
Landlord’s Right of First Refusal. 7.4.1 In the event that Tenant requests Landlord’s written consent to a proposed Transfer pursuant to this Article 7, the following Right of First Refusal procedure must be followed and completed as a condition precedent to any Transfer:
Landlord’s Right of First Refusal. There are restrictions on the transfer, assignment and subletting of the Property. The restrictions apply from the date that the lease is granted up to the date that the Leaseholder staircases to 100%. If the Leaseholder gives the Landlord notice that he or she wishes to sell his or her interest in the lease, the Landlord can require the Leaseholder either to surrender (or hand back) the lease to the Landlord or assign the lease to a person nominated by the Landlord, in both cases the price will be no more that the market value of the Leaseholder's share of the property). The Landlord's right of first refusal does not apply if the lease is transferred or assigned as a result of the divorce or death of the Leaseholder. It also does not apply after the Leaseholder has staircased to 100% ownership of the property.
Landlord’s Right of First Refusal. Notwithstanding the foregoing other than Section 13.1(b), where Tenant desires to assign or sublease, the Landlord shall have the right, but not the obligation, to cancel and terminate the Lease and deal with Tenant's prospective assignees or subtenant directly without any obligation to Tenant.
Landlord’s Right of First Refusal. With a view to ensuring that the property remains in the ownership of people in need of shared ownership units there are restrictions on the transfer, assignment and subletting of the Property. The restrictions apply from the date that the lease is granted up to the date that the Leaseholder staircases to 100%. If the Leaseholder gives the Landlord notice that he or she wishes to sell his or her interest in the lease, the Landlord can require the Leaseholder either to surrender (or hand back) the lease to the Landlord or assign the lease to a person nominated by the Landlord, in both cases the price will be no more that the market value of the Leaseholder's share of the property). The Landlord's right of first refusal does not apply if the lease is transferred or assigned as a result of the divorce or death of the Leaseholder. It also does not apply after the Leaseholder has staircased to 100% ownership of the property.
Landlord’s Right of First Refusal. If Tenant or the trustee assumes this Lease and proposes to assign the same pursuant to the provisions of the Bankruptcy Code to any person or entity who shall have made a bona fide offer to accept an assignment of this Lease on terms acceptable to Tenant or the trustee, then notice of such proposed assignment, setting forth (i) the name and address of such person, (ii) all of the terms and conditions of such offer, and (iii) the adequate assurance to be provided Landlord to assure such person's future performance under the Lease shall be given to Landlord by Tenant or the trustee no later than twenty (20) days after receipt by Tenant or the trustee, but in any event no later than ten (10) days prior to the date that Tenant or the trustee shall make application to a court of competent jurisdiction for authority and approval to enter into such assignment and assumption, and Landlord shall thereupon have the prior right and option, to be exercised by notice to Tenant or the trustee given at any time prior to the effective date of such proposed assignment, to accept an assignment of this Lease upon the same terms and conditions and for the same consideration, if any, as the bona fide offer made by such person, less any brokerage commissions and any costs and expenses of preparing the Premises for the new tenant which may be payable out of the consideration to be paid by such person for the assignment of this Lease.
