Common use of Landlord’s Right to Sell Clause in Contracts

Landlord’s Right to Sell. (a) If Tenant does not give an Election Notice to Landlord on or prior to the thirtieth (30th) day after the date Landlord gives the Offer Notice to Tenant (as to which date time shall be of the essence), or if Tenant gives an Election Notice to Landlord and the sale of the Property to Tenant on the terms contained in the Offer Notice is not effectuated (other than as a result of a Landlord default) within one hundred twenty (120) days after the date Tenant gives the Election Notice to Landlord (or such later date as may have been specified in the Offer Notice), then, in either case, Landlord shall then have the right for a period of eighteen (18) months after the date Landlord gave the Offer Notice to Tenant, to sell the Property to any third party on any terms and conditions (including as to purchase price) in Landlord’s sole discretion and if the sale to Tenant does not occur due to a breach by Tenant under the Purchase and Sale Contract, the Deposit shall be retained by Landlord as liquidated damages. If Landlord does not sell the Property within such eighteen (18) month period, Landlord must again notify Tenant and follow the procedure in Section 35.1 if Landlord thereafter intends to sell the Property to any third party (other than as provided in clause (b) of this Section 35.2 or Section 35.4. (b) At Landlord’s request, Tenant will provide reasonable written confirmation to any third party prospective purchaser, title company or lender that Tenant has no right to purchase the Property during such eighteen (18) month period (the last day of such eighteen (18) month period being specified in such written confirmation), which right has been waived by Tenant through the last day of such eighteen (18) month period. If Tenant gives an Election Notice to Landlord and thereafter defaults in its obligations to purchase the Property pursuant to a contract executed by Landlord and Tenant (the “Purchase and Sale Contract”), then Tenant shall no longer have any rights to purchase the Property pursuant to this Lease and Landlord shall have no obligations thereafter in any instance to give Tenant an Offer Notice pursuant to this Article 35.

Landlord’s Right to Sell. (a) Notwithstanding anything to the contrary set forth elsewhere in this Lease, neither Landlord nor the Agency shall cause or permit (whether voluntarily, by operation of Law or otherwise) the sale, transfer or conveyance (collectively, a "TRANSFER") of any of their respective interests in either the Public Parcel or the Private Parcel, without the prior written consent of Tenant, to be given or withheld in its sole discretion, prior to or during the month following, the date on which Tenant (or any affiliate thereof) may exercise an option (the "PURCHASE OPTION") to purchase the Public Parcel and the Private Parcel for a purchase price not exceeding the greater of (i) the principal amount (b) Subject to the restrictions set forth in Section 24.01(a), Landlord shall have the right to transfer to any person its leasehold estate in the Private Parcel and assign its interest in this Lease (a "Permitted Sale") without limitation; provided, however, that any such transfer shall also include the simultaneous transfer to, and assumption by, such person of all of Landlord's rights, title and obligations in and to the Reciprocal Easement Agreement and the Revenue Sharing Agreement, and further provided that such Permitted Sale shall be subject to this Lease and any Purchase Option then in effect and transferee shall assume in writing, in form and substance reasonably acceptable to Tenant, the obligations of Landlord under this Lease, the Revenue Sharing Agreement and the REA. Upon any such Permitted Sale in accordance with the foregoing, Landlord shall automatically be relieved of any obligations under this Lease, other than those obligations which accrued prior to the date thereof. (c) In the event Landlord desires to effect a Permitted Sale, it shall first submit to Tenant in writing the terms of the proposed sale (the "Sale Terms"). Tenant shall have forty-five (45) days after receipt of Landlord's written notice of the Sale Terms (the "Refusal Period") within which to accept the Sale Terms in writing to Landlord. If Tenant does not give an Election Notice to accept the Sale Terms as aforesaid within such Refusal Period, then Landlord on or prior to shall have the thirtieth (30th) day after right effect the date Landlord gives the Offer Notice to Tenant (as to which date time shall be of the essence), or if Tenant gives an Election Notice to Landlord and the sale of the Property to Tenant Permitted Sale on the terms contained in the Offer Notice is not effectuated (other than as a result of a Landlord default) Sale Terms within one hundred twenty (120) 120 days after the date Tenant gives end of the Election Notice Refusal Period (the "Third Party Period"), without any further notice or other obligation to Landlord (or Tenant. If the Permitted Sale is not effected within such later date as may have been specified in the Offer Notice)Third Party Period, then, in either case, Landlord shall then have the right for a period of eighteen (18) months prior to any Permitted Sale after the date expiration of such Third Party Period (a "New Permitted Sale") (regardless of whether the Terms of such (d) The foregoing provisions shall not apply to any transfer by Landlord gave of its interest in the Offer Notice Private Parcel to the Agency, the City or the Vallejo Public Financing Authority, which transfer may be made at any time at the discretion of Landlord without the consent of Tenant, provided that the transfer shall be subject to all of the obligations of Landlord under this Lease, the Purchase Option, the Reciprocal Easement Agreement and the Revenue Sharing Agreement and the transferee shall assume in writing, in form and substance reasonably acceptable to Tenant, to sell the Property to any third party on any terms and conditions (including as to purchase price) in Landlord’s sole discretion and if obligations of Landlord under this Lease, the sale to Tenant does not occur due to a breach by Tenant under Revenue Sharing Agreement, the Purchase Option and Sale Contract, the Deposit shall be retained by Landlord as liquidated damages. If Landlord does not sell the Property within such eighteen (18) month period, Landlord must again notify Tenant and follow the procedure in Section 35.1 if Landlord thereafter intends to sell the Property to any third party (other than as provided in clause (b) of this Section 35.2 or Section 35.4REA. (be) At Landlord’s request, Tenant will provide reasonable written confirmation In addition to any third party prospective purchaserother rights or remedies set forth herein, title company including but not limited to those at Law or lender that in equity, the breach of any of the obligations of Landlord or the Agency under this Section 24.01 shall entitle Tenant has no right to purchase the Property during such eighteen (18) month period (the last day of such eighteen (18) month period being specified in such written confirmation), which right has been waived by Tenant through the last day of such eighteen (18) month period. If Tenant gives an Election Notice to Landlord and thereafter defaults in its obligations to purchase the Property pursuant to a contract executed by Landlord and Tenant (the “Purchase and Sale Contract”), then Tenant shall no longer have any rights to purchase the Property pursuant to terminate this Lease and Landlord upon written notice to Landlord, whereupon the Lease shall have no obligations thereafter further force and effect and such termination shall have the effect more particularly set forth in any instance Article 21 including but not limited to give Tenant an Offer Notice pursuant to this Article 35Section 21.04.

Landlord’s Right to Sell. Subject to Tenant’s Purchase Option set forth in Article XX hereof and without limitation of Landlord’s rights and remedies under Article XIX hereof, Landlord may transfer all or any portion of its right, title and interest in any Parcel to Administrative Agent, any Rent Purchaser or any other financial institution having a minimum capitalization and surplus of at least $50,000,000, so long as such transfer (ai) If Tenant does not give an Election Notice cause Tenant to Landlord on or prior to be identified as the thirtieth (30th) day after the date Landlord gives the Offer Notice to Tenant (as to which date time shall be ‘primary beneficiary’ of the essencetransactions contemplated by this Lease and the Operative Documents under the relevant provisions of FASB Interpretation No. 46 (rev. December 2003), as hereafter amended or if replaced, or otherwise require the transferee Entity and Tenant gives to be consolidated for financial accounting purposes under then applicable accounting standards or otherwise prevent Tenant from utilizing operating lease accounting with respect to this Lease, and (ii) would not result in an Election Notice to Landlord and the sale of the Property to Tenant on the terms contained increase in the Offer Notice is not effectuated (other than amount of Real Estate Taxes payable with respect to such Parcel as a result consequence of a Landlord default) within one hundred twenty (120) days after the date Tenant gives the Election Notice to Landlord (reassessment thereof. Any sale or such later date as may have been specified in the Offer Notice), then, in either case, Landlord shall then have the right for a period of eighteen (18) months after the date Landlord gave the Offer Notice to Tenant, to sell the Property to any third party on any terms and conditions (including as to purchase price) in Landlord’s sole discretion and if the sale to Tenant does not occur due to a breach by Tenant under the Purchase and Sale Contract, the Deposit shall be retained transfer by Landlord as liquidated damages. If Landlord does not sell the Property within such eighteen (18) month period, Landlord must again notify Tenant and follow the procedure in Section 35.1 if Landlord thereafter intends to sell the Property to any third party (other than as provided in clause (b) of this Section 35.2 or Section 35.4. (b) At Landlord’s request, Tenant will provide reasonable written confirmation to any third party prospective purchaser, title company or lender that Tenant has no right to purchase the Property during such eighteen (18) month period (the last day of such eighteen (18) month period being specified in such written confirmation), which right has been waived by Tenant through the last day of such eighteen (18) month period. If Tenant gives an Election Notice to Landlord and thereafter defaults in its obligations to purchase the Property pursuant to a contract executed by Landlord and Tenant (the “Purchase and Sale Contract”), then Tenant shall no longer have any rights to purchase the Property pursuant to this section shall by its express terms recognize and confirm the right of possession of Tenant to the Parcels and Tenant’s other rights arising out of this Lease and Landlord shall have no obligations thereafter not be affected or disturbed in any instance to give Tenant an Offer Notice way by any such sale, transfer, assignment or conveyance (except for any disturbance resulting from a foreclosure sale conducted pursuant to the laws of the state where each Parcel is located at which independent third party bids were permitted pursuant to the applicable Security Instruments all subject to the terms of Section 19.2), and any transferee shall expressly assume in writing all obligations of Landlord to be performed following the date of transfer. Nothing in this Article 35Section 14.2 shall prohibit Landlord from selling rents to any financial institution pursuant to the Participation Agreement and/or the Rent Purchase Agreement executed by and between Landlord, Administrative Agent and the Rent Purchasers (without transferring Landlord’s interest in the Parcels) or from granting a security interest to the Rent Purchasers as additional inducement to participate in this transaction.

Landlord’s Right to Sell. (aIf the parties are unable to agree upon the terms and conditions of a mutually acceptable purchase and sale agreement pursuant to Section 44(b) If Tenant does not give an Election Notice to Landlord on or and execute such agreement prior to the thirtieth expiration of the ROFO Response Period, then Landlord shall be free to sell the Sale Property to a third party provided that (30thi) day such a sale closes within one (1) year after the date Landlord gives the Offer Notice Intent to Tenant Sell Notice, and (as to ii) the price at which date time shall be Landlord sells the Sale Property is not less than ninety-five percent (95%) of the essence), Offer Price. If Landlord closes a sale within such one (1) year period at or if Tenant gives an Election Notice to Landlord and the sale above ninety-five percent (95%) of the Property to Tenant on the terms contained in the Offer Notice is not effectuated (other than as a result of a Landlord default) within one hundred twenty (120) days after the date Tenant gives the Election Notice to Landlord (or such later date as may have been specified in the Offer Notice)Price, then, in either case, Landlord shall then have the Tenant’s right for a period of eighteen (18) months after the date Landlord gave the Offer Notice to Tenant, to sell the Property to any third party on any terms and conditions (including as to purchase price) in Landlord’s sole discretion and if the sale Sale Property pursuant to Tenant does not occur due to a breach by Tenant under the Purchase and Sale Contract, the Deposit this Section 44 shall be retained by Landlord as liquidated damagesterminate permanently. If Landlord does not sell transfer title to the Sale Property within such eighteen one (181) month year period, then Landlord must again notify Tenant and follow shall be required to give a new Intent to Sell Notice prior to selling all or any portion of the procedure in Section 35.1 Project. Additionally, if within one (1) year after Landlord thereafter intends gives an Intent to Sell Notice, Landlord desires to sell the Sale Property at a price which is less than ninety-five percent (95%) of the Offer Price set forth in Landlord’s Intent to any third party Sell Notice, Landlord may give Tenant a new Intent to Sell Notice containing a new Offer Price (other than as provided the “New Offer Price”), in clause (b) which event the provisions of this Section 35.2 or Section 35.444 shall apply with respect to such new Intent to Sell Notice, except that the ROFO Response Period shall be five (5) Business Days. (b) At Landlord’s request, Tenant will provide reasonable written confirmation to any third party prospective purchaser, title company or lender that Tenant has no right to purchase the Property during such eighteen (18) month period (the last day of such eighteen (18) month period being specified in such written confirmation), which right has been waived by Tenant through the last day of such eighteen (18) month period. If Tenant gives an Election Notice to Landlord and thereafter defaults in its obligations to purchase the Property pursuant to a contract executed by Landlord and Tenant (the “Purchase and Sale Contract”), then Tenant shall no longer have any rights to purchase the Property pursuant to this Lease and Landlord shall have no obligations thereafter in any instance to give Tenant an Offer Notice pursuant to this Article 35.