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

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 circumvent Landlord’s approval rights to any assignment or partial assignment of Tenant’s Interest under Section 12.1, or serve to circumvent or limit Landlord’s right to sell the Premises and assign the Lease to the purchaser of the Premises.

Landlord’s Right of First Refusal. Tenant hereby grants to Landlord In the right to purchase event that any or all of Tenant's interest in the Premises and/or this Lease is transferred by operation of law to any trustee, receiver, or other representative or agent of Tenant’s Interest on , or to Tenant as a debtor in possession, and subsequently any or all of Tenant's interest in the following Premises and/or this Lease is offered or to be offered by Tenant or any trustee, receiver, or other representative or agent of Tenant as to its estate or property (such person, firm or entity being hereinafter referred to as the "Grantor"), for assignment, conveyance, lease, or other disposition to a person, firm or entity other than Landlord (each such transaction being hereinafter referred to as a "Disposition"), it is agreed that Landlord has and shall have a right of first refusal to purchase, take, or otherwise acquire, the same upon the same terms and conditions (as the “Right of First Refusal”): (a) If Tenant should at any time receive a bona fide offer Grantor thereof shall accept upon such Disposition to purchase all such other person, firm, or any portion of Tenant’s Interest, (entity; and as to each such Disposition the “Refusal Offer”) from a third party and Tenant desires to accept such offer, Tenant Grantor shall deliver give written notice to Landlord a notice (the “Acquisition Notice”) setting forth the name in reasonable detail of the prospective purchaser and all of the terms and conditions of such Refusal Offer. Disposition within twenty (b20) days next following its determination to accept the same but prior to accepting the same, and Grantor shall not make the Disposition until and unless Landlord has failed or refused to accept such right of first refusal as to the Disposition, as set forth herein. Landlord shall have sixty (60) days from next following its receipt of the Acquisition Notice written notice as to such Disposition in which to exercise its Right the option to acquire Tenant's interest by such Disposition, and the exercise of First Refusal the option by delivering Landlord shall be effected by written notice thereof to Tenant. Delivery of such notice that effect sent to the Grantor by certified or registered mail; but nothing herein shall obligate require Landlord to purchase Tenant’s Interest (accept a particular Disposition or any Disposition, nor does the applicable portion thereof) on the date which is rejection of any one hundred twenty (120) days after receipt such offer of first refusal constitute a waiver or release of the Acquisition Notice (or any earlier date requested by obligation of the Grantor to submit other offers hereunder to 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 accepts such offer of First Refusal or fails to timely deliver notice within the sixty (60) day periodfirst refusal, 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 shall be consummated pursuant to sell the Tenant’s Interest (or portion thereof) on the terms and conditions and to of the party specified Disposition described 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 notice to any future sales, and this Lease shall remain in full force and effectLandlord. 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 rejects such offer of First Refusal and thereafter defaults first refusal, Grantor may consummate the Disposition with such other person, firm, or entity; but any decrease in price of more than two (2%) percent of the price sought from Landlord or any change in the purchase, terms of payment for such default Disposition shall be deemed constitute a new transaction requiring a further option of first refusal to be a default by given to Landlord under this Lease and, in addition to Tenant’s remedies on account hereunder. The provisions of Landlord’s default, Landlord shall thereafter forfeit the Right of First Refusal in this Section 12.751 shall not apply to an assignment permitted under the terms and provisions of Section 8 above. (d) Nothing in this Section 12.7 shall serve to circumvent Landlord’s approval rights to any assignment or partial assignment of Tenant’s Interest under Section 12.1, or serve to circumvent or limit Landlord’s right to sell the Premises and assign the Lease to the purchaser of the Premises.

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 In the event of any time receive Sale, other than a bona fide offer to purchase all or any portion of transaction with Tenant’s Interest, (Affiliate or a rental of space to residents of the “Refusal Offer”) from a third party and Tenant desires to accept such offerFacility, Tenant shall deliver give written notice to Landlord a of the proposed Sale. Such notice (the “Acquisition Notice”) setting shall set forth the name terms of the prospective purchaser offer or contract proposed with respect to such Sale and the terms and conditions of such Refusal Offer. (b) Landlord shall have other information as may be reasonably requested by Landlord. For sixty (60) days from following receipt of the Acquisition Notice notice of the proposed sale, Landlord shall have the right to exercise its Right of First Refusal by delivering notice thereof to Tenant. Delivery of such notice shall obligate Landlord an option to purchase Tenant’s Interest (or at 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) price and on the same terms and conditions as set forth in the Acquisition Notice except there shall be no due diligence offer or inspection period or conditionproposed contract associated with such Sale (the “Landlord First Right”). In the event Landlord shall not elect exercise the Landlord First Right by giving written notice of such exercise to exercise its Right of First Refusal or fails to timely deliver notice Tenant within the aforementioned sixty (60) day period. For the avoidance of doubt, Landlord may only exercise its Landlord First Right, if at all, with respect to the entire Sale transaction described in such notice (i.e., if Xxxxxx’s sale notice contemplates both a sale of Tenant’s interest in this Lease and Operator’s interest in the RCFE Sublease, then Landlord must exercise its Landlord First Right with respect to both transactions as opposed to one or the other). Such purchase by Landlord shall not operate so as to extinguish any Leasehold Mortgage unless the debt secured by the Leasehold Mortgage is paid in full; provided, further, that if the Sale is in connection with Tenant’s default under the Leasehold Mortgage, then Tenant shall be obligated to sell to Landlord at a purchase price sufficient to pay in full the Leasehold Mortgage irrespective of terms of the offer or contract proposed with respect to such Sale. (b) If Landlord exercises the Landlord First Right hereunder, then Landlord shall have three (3) months from the date of Landlord’s exercise of the Landlord First Right to complete the Sale to Landlord. Concurrently with such exercise, Landlord shall conclusively make a non-refundable deposit (except in the event of a Tenant default) of Two Hundred Fifty Thousand Dollars ($250,000) in connection with the applicable Sale. For purposes of this Agreement, completion of the Sale to Landlord shall mean the date on which the grant deed conveying the property subject to such Sale is recorded in the Official Records of Los Angeles County. If Landlord fails to timely exercise the Landlord First Right hereunder, Landlord shall be deemed to have waived its Right of First Refusal as such right only with respect to the transaction described in Sale contemplated by the Acquisition Notice in question notice and Tenant may thereupon proceed to sell shall notwithstanding 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 restrictions otherwise set forth in Section 12.1, be free to pursue and consummate the Acquisition Notice Sale described in questionsuch notice of Sale (subject in all cases to the requirement that any transferee shall be bound by and shall comply with all of the terms of this Lease, including without limitation the Quality Requirements and the restrictions in Section 29.15); provided, however, the Landlord First Right of First Refusal shall not be applicable to any future sales, and this Lease shall remain in full force effect for any future Sale by Tenant or its assigns or successors-in- interest; and effectfurther provided, that if the proposed transferee and Tenant subsequently agree to close such Sale on terms more favorable than those initially presented to Landlord pursuant to this Section, then the Tenant, prior to any such closing, shall give Landlord notice of such more favorable terms and/or proposed date of closing, and Landlord shall have the option, on the same basis as provided above, to purchase on such revised terms or proposed date of closing, as the case may be. Modifications may be made For purposes of this Section, “more favorable terms” means any decrease of more than five percent (5%) 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) daysprice. (c) In the event that If Landlord timely exercises its right Landlord First Right, then Landlord and Tenant shall, immediately after Xxxxxxxx’s delivery of a notice of exercise, open an escrow (the “ROFR Escrow”) at a San Diego office of First Refusal American Title Insurance Company (“Escrow Holder”), by delivering a signed copy of this Lease and thereafter defaults such notice of exercise to Escrow Holder. This Lease shall constitute joint escrow instructions to Escrow Holder. The Parties shall execute such additional instructions, not inconsistent with the provisions of this Lease, as Escrow Holder may require. All real property taxes and assessments shall be prorated as of the closing of the Sale. Landlord shall each pay for the Escrow Holder fees, the cost of recording the deed conveying the property subject to the Sale and any other costs which, in the purchaseopinion of Escrow Holder, such default shall be deemed to be a default are customarily borne by Landlord under this Lease and, buyers of real property in addition to Tenant’s remedies on account of Landlord’s default, Landlord shall thereafter forfeit the Right of First Refusal in this Section 12.7Los Angeles County. (d) Nothing in this Section 12.7 shall serve to circumvent Landlord’s approval rights to any assignment or partial assignment of Tenant’s Interest under Section 12.1, or serve to circumvent or limit Landlord’s right to sell the Premises and assign the Lease The property subject to the purchaser of the PremisesSale shall be conveyed on an as-is where-is basis.

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 right, within twenty (12020) days after receipt of the Acquisition Notice notice from Tenant, required under Section 11(b)(i) above, to elect: (i) if Tenant proposes to assign the Lease or sublease all or substantially all of the Premises, to terminate this Lease in its entirety, in which event the Lease shall terminate upon the effective date of the proposed assignment or sublease, and Tenant shall vacate the Premises as of such effective date in accordance with the applicable provisions of this Lease; (ii) if Tenant intends to sublet a portion of the Premises, to terminate this Lease only with respect to such portion of the Premises, in which case Tenant shall vacate such portion as provided in subsection (i) above; or (iii) to require Tenant to pay Landlord, within ten (10) days of receipt, one-half (1/2) of the amount of rent payable under such assignment or sublease in excess of the amount of rent payable by Tenant hereunder with respect to the Premises or, in the event of a sublease, that portion of the Premises sublet, offset by any earlier date requested direct expenses incurred by Tenant actually incurred in assigning the Lease or subleasing such portion of the Premises, and, additionally, offset by the cost of any service which Tenant provides subtenant or assignee that Tenant does not receive from Landlord, costs Tenant incurs under the Lease (such as payments due under Section 8 above) which are not passed through to subtenant or assignee, and on the terms and conditions value of the sale or rental of assets which are not provided by Landlord (such as Tenant's furniture) to subtenant or assignee (all amortized in equal monthly payments over the remaining term of the Lease, if assigned, or, if applicable, over the initial term of such sublease). Upon exercise by Landlord of either of the options set forth in subsection (i) or (ii) above, Tenant shall surrender the Acquisition Notice except there 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 3 above shall be no due diligence or inspection period or condition. In that portion of the event Landlord shall not elect to exercise its Right total rent which the amount of First Refusal or fails to timely deliver notice within square foot area remaining in the sixty (60) day period, Landlord shall conclusively be deemed to have waived its Right possession of First Refusal as Tenant bears to the transaction described in total square foot area of 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 effectPremises. 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 does not exercise its right to terminate this Lease, or any applicable portion thereof, within said twenty (20) day period, Tenant shall have the right, subject to the provisions of First Refusal subsection (iii) above, to assign the Lease or sublet the Premises or a portion thereof after first obtaining the written consent of Landlord as provided in Section 11(a) above. Upon exercise by Landlord of the option set forth in subsection (iii) above, Tenant covenants and thereafter defaults in agrees to provide Landlord with semi-annual statements, prepared and verified by a certified public accountant or executive officer of Tenant, stating the purchaseamount of rent or other consideration received by Tenant from its assignee or subtenant(s) during such semi-annual period. If such statement shows Tenant failed to make the full payment to Landlord required by subsection (iii) above, such default a late charge equal to ten percent (10%) of the amount due shall be deemed paid by Tenant to Landlord as additional rent, and shall be a default due and payable by Landlord under this Lease and, in addition the assignee or Tenant with the monthly installment of rent next becoming due. Notwithstanding anything to Tenant’s remedies on account of Landlord’s defaultthe contrary contained herein, Landlord shall thereafter forfeit not have the Right right to recapture 6,000 to 8,000 rentable square feet of First Refusal in the Premises which Tenant intends to sublease immediately upon commencement of this Lease, all other conditions of this Section 12.7. (d) Nothing in this Section 12.7 shall serve to circumvent Landlord’s approval rights be satisfied prior to any assignment or partial assignment of Tenant’s Interest under Section 12.1, or serve to circumvent or limit Landlord’s right to sell the Premises and assign the Lease to the purchaser of the Premisessuch sublease becoming effective.