Common use of Limited Right of First Refusal Clause in Contracts

Limited Right of First Refusal. Notwithstanding anything to the contrary contained herein, this paragraph shall not apply to any fee simple sale of the Parent Parcel from Landlord to any prospective purchaser that is not a Third Party Competitor (as herein defined) or to American Tower. If Landlord receives an offer or desires to offer to: (i) sell or convey any interest (including, but not limited to, leaseholds or easements) in any real property of which the Leased Premises is a part to any person or entity directly or indirectly engaged in the business of owning, acquiring, operating, managing, investing in or leasing wireless telecommunications infrastructure (any such person or entity, a “Third Party Competitor”) or (ii) assign all or any portion of Landlord’s interest in the Lease to a Third Party Competitor (any such offer, the “Offer”), Tenant shall have the right of first refusal to purchase the real property or other interest being offered by Landlord in connection with the Offer on the same terms and conditions. If Tenant elects, in its sole and absolute discretion, to exercise its right of first refusal as provided herein, Tenant must provide Landlord with notice of its election not later than forty-five (45) days after Tenant receives written notice from Landlord of the Offer. If Tenant elects not to exercise Tenant’s right of first refusal with respect to an Offer as provided herein, Landlord may complete the transaction contemplated in the Offer with the Third Party Competitor on the stated terms and price but with the express condition that such sale is made subject to the terms of the Lease, as modified by this Amendment. Landlord hereby acknowledges and agrees that any sale or conveyance by Landlord in violation of this Section is and shall be deemed to be null and void and of no force and effect. The terms, provisions, and conditions of this Section shall survive the execution and delivery of this Amendment. For the avoidance of doubt, American Tower, its affiliates and subsidiaries, shall not be considered a Third Party Competitor and this provision shall not apply to future transactions with American Tower, its affiliates and subsidiaries.

Limited Right of First Refusal. (a) Except as otherwise provided in Section 14(g), and provided an Event of Default does not then exist, if Landlord shall enter into a contract (the "Sale Contract") for the sale of the Premises (Landlord acknowledging Landlord's Non-Bifurcation Obligation) to a Competitor (and which may include other property owned by Landlord so long as a specific purchase price is reasonably allocated to the Premises), such Sale Contract shall be conditioned upon Tenant's failure to exercise its right under this Section 14. Promptly following the execution thereof, Landlord shall give written notice to Tenant, together with a copy of the executed Sale Contract. (b) For a period of thirty (30) days following receipt of such notice, Tenant shall have the right, exercisable by written notice to Landlord given within said thirty (30) day period, to elect to purchase the Premises at the purchase price set forth in the Sale Contract or allocated as set forth above and upon all the terms and conditions set forth in the Sale Contract except that no contingency period contained in such Sale Contract as to real estate due diligence matters such as environmental, engineering, inspection of the Premises, surveys, zoning, state of the title to the Premises (except that Landlord shall be obligated to convey such title as was conveyed to it by Tenant, excepting any title matters consented to by Tenant or created by or through Tenant after such conveyance, and Landlord shall remove any liens, restrictions and encumbrances created by or through Landlord after such conveyance by Tenant), shall apply to Tenant's obligation to purchase the Premises under this Section 14, and Tenant shall be obligated to purchase the Premises "as is, where is" as to such matters. (c) If at the expiration of the aforesaid thirty (30) day period Tenant shall have failed to exercise the aforesaid right by written notice to Landlord, Landlord may sell the Premises to such Competitor upon the terms set forth in the Sale Contract, subject to the terms of this Lease, including the provisions of this Section 14. (d) Except as otherwise specifically provided herein, the closing date for any purchase of the Premises by Tenant pursuant to this Section 14 shall be the later to occur of (i) thirty (30) days after the date of Tenant's notice to Landlord of its intention to purchase the Premises upon the terms of the Sale Contract with a Third Party Purchaser or (ii) the closing date provided in such Sale Contract. At such closing Landlord shall convey the Premises to Tenant or to any Affiliate of Tenant as designated in writing by Tenant in accordance with, and Tenant shall pay to Landlord the purchase price (or the allocated purchase price as set forth above) and other consideration set forth in, the applicable Sale Contract, subject in all events to the limitations set forth in Section 14(b). (e) Tenant shall have the right during the Term to exercise the foregoing right of first refusal upon each proposed sale of the Premises. IF THE TERM OF THIS LEASE SHALL TERMINATE OR EXPIRE, SUCH RIGHTS OF FIRST REFUSAL GRANTED PURSUANT TO THIS SECTION 14 SHALL TERMINATE AND BE NULL AND VOID AND OF NO FURTHER FORCE AND EFFECT. IN SUCH EVENT TENANT SHALL EXECUTE SUCH DOCUMENTS AS LANDLORD SHALL REASONABLY REQUEST EVIDENCING THE TERMINATION OF ITS RIGHT OF FIRST REFUSAL. (f) If Tenant does not exercise its right of first refusal to purchase the Premises and the Premises are transferred to a Competitor, Tenant will attorn to any Competitor as Landlord so long as such Competitor and Landlord notify Tenant in writing of such transfer and such Competitor assumes all of the obligations of Landlord hereunder, actual or contingent, by a written instrument delivered to Tenant. At the request of Landlord, Tenant will execute such documents confirming the agreement referred to above and such other agreements as Landlord may reasonably request, provided that such agreements do not increase the liabilities and obligations or reduce the rights of Tenant hereunder. (g) Notwithstanding anything to the contrary contained herein, the provisions of this paragraph Paragraph 14 shall not apply to or prohibit (i) any fee simple mortgaging, subjection to deed of trust or other hypothecation of Landlord's interest in the Premises, (ii) any sale of the Parent Parcel from Premises pursuant to a private power of sale under or judicial foreclosure of any Mortgage or other security instrument or device to which Landlord's interest in the Premises is now or hereafter subject, (iii) any transfer of Landlord's interest in the Premises to a Lender, beneficiary under deed of trust or other hold of a security interest therein or their designees by deed in lieu of foreclosure, (iv) any transfer of the Premises to any governmental or quasi-governmental agency with power of condemnation, (v) any transfer of the Premises or any interest in Landlord to any prospective purchaser that is not Affiliate of W.P. Xxxxx & Co. LLC, Xxxxx Institutional Properties Incorporated, Corporate Property Associates 12 Incorporated, Corporate Property Associates 14 Incorporated or CPA 15, (vi) a Third Party Competitor (as herein defined) or to American Tower. If Landlord receives an offer or desires to offer to: (i) sell or convey any interest (including, but not limited to, leaseholds or easements) in any real property of which the Leased Premises is a part transfer to any person or entity directly to whom CPA 15 sells all or indirectly engaged substantially all of its assets or (vii) any transfer of the Premises to any of the successors or assigns of any of the persons or entities referred to in the business of owningforegoing clauses (i) through (iv); provided, acquiringhowever, operating, managing, investing in or leasing wireless telecommunications infrastructure (any such person or entity, a “Third Party Competitor”) or (ii) assign that all or any portion of Landlord’s interest in the Lease to a Third Party Competitor (any such offer, the “Offer”), Tenant shall have the right of first refusal to purchase the real property or other interest being offered by Landlord in connection with the Offer on the same terms and conditions. If Tenant elects, in its sole and absolute discretion, to exercise its right of first refusal as provided herein, Tenant must provide Landlord with notice of its election not later than forty-five (45) days after Tenant receives written notice from Landlord of the Offer. If Tenant elects not to exercise Tenant’s right terms of first refusal this Paragraph 14 (including the exceptions in Section 14(g)) shall remain in full force and effect with respect to an Offer as provided herein, Landlord may complete the transaction contemplated in the Offer with the Third Party Competitor on the stated terms and price but with the express condition that such any proposed sale is made subject to the terms of the Lease, as modified Premises by this Amendment. Landlord hereby acknowledges and agrees that any sale or conveyance by Landlord of the Persons described in violation of this Section is and shall be deemed 14(g) to be null and void and of no force and effect. The terms, provisions, and conditions of this Section shall survive the execution and delivery of this Amendment. For the avoidance of doubt, American Tower, its affiliates and subsidiaries, shall not be considered a Third Party Competitor and this provision shall not apply to future transactions with American Tower, its affiliates and subsidiariesCompetitor.

Limited Right of First Refusal. Notwithstanding anything to the contrary contained herein, this paragraph shall not apply to any fee simple sale of the Parent Parcel from Landlord to any prospective purchaser that is not a Third Party Competitor (as herein defined) or to American Tower. If Landlord receives an offer or desires to offer to: (i) sell or convey any interest (including, but not limited to, leaseholds or easements) in any real property of which the Leased Premises is a part to any person or entity directly or indirectly engaged in the business of owning, acquiring, operating, managing, investing in or leasing wireless telecommunications infrastructure (any such person or entity, a “Third Party Competitor”) or (ii) assign all or any portion of Landlord’s interest in the Lease to a Third Party Competitor (any such offer, the “Offer”), Tenant shall have the right right, exercisable in Tenant’s sole and absolute discretion, of first refusal to purchase the real property or other interest being offered by Landlord in connection with the Offer on the same terms and conditions. If Tenant elects, in its sole and absolute discretion, to exercise its right of first refusal as provided herein, Tenant must provide Landlord with notice of its election not later than forty-five (45) days after Tenant receives written notice from Landlord of the Offer. If Tenant elects not to exercise Tenant’s right of first refusal with respect to an Offer as provided herein, Landlord may complete the transaction contemplated in the Offer with the Third Party Competitor on the stated terms and price but with the express condition that such sale is made subject to the terms of the Lease, as modified by this Amendment. Landlord hereby acknowledges and agrees that any sale or conveyance by Landlord in violation of this Section is and shall be deemed to be null and void and of no force and effect. The terms, provisions, and conditions of this Section shall survive the execution and delivery of this Amendment. For the avoidance of doubt, American Tower, its affiliates and subsidiaries, shall not be considered a Third Party Competitor and this provision shall not apply to future transactions with American Tower, its affiliates and subsidiaries.

Limited Right of First Refusal. 36.1 Subject to the terms of this Article 36, Tenant shall have a limited right of first refusal (the “ Right of First Refusal ”) during the Term and any Renewal Term to lease space in the Building. The Right of First Refusal is personal to WebEx Communications, Inc. and may not be exercised by any sublessee or assignee, or by any other successor or assign, of WebEx Communications, Inc. The Right of First Refusal shall be effective only if Tenant is not in Default under this Lease, nor has any event occurred which with the giving of notice or the passage of time, or both, would constitute a Default hereunder, either at the time of the applicable exercise of the Right of First Refusal or on the applicable First Refusal Commencement Date (as hereinafter defined). 36.2 In the event that Landlord receives a bona fide offer (an “ Offer ”), that Landlord is willing to accept, to lease a portion of the Building to any department or division of Centra Software, Genesys Conferencing, Raindance Communications, IBM, Oracle, Macromedia, Microsoft or Cisco Systems whose primary activity in the Building is the development or sale of web conferencing equipment or software (each, a “ Direct Competitor ”) (the space that is the subject of such Offer being herein referred to as the “ First Refusal Space ”), then provided such Offer was signed by an authorized representative of such Direct Competitor or its parent company, Landlord shall notify Tenant in writing of the terms and conditions of such Offer along with written certification by Landlord that Landlord is willing to enter into a lease with such Direct Competitor on the terms contained in such Offer (each such written notice and certification being herein referred to as a “ First Refusal Space Availability Notice ”). If the First Refusal Availability Notice is delivered by Landlord prior to the third anniversary of the date of this Lease, then Tenant shall thereafter have the right to lease such First Refusal Space on the same terms and conditions as set forth herein. If the First Refusal Availability Notice is delivered by Landlord following the third anniversary of the date of this Lease, then Tenant shall thereafter have the right to lease such First Refusal Space on the same terms and conditions specified in the First Refusal Space Availability Notice. In order to exercise any such right, Tenant must deliver a written notice (a “ First Refusal Acceptance Notice ”) to Landlord not later than ten (10) days after Tenant’s receipt of the First Refusal Space Availability Notice. If Tenant fails to deliver a First Refusal Acceptance Notice to Landlord on a timely basis as provided in the preceding sentence (time being of the essence), then Tenant shall be deemed to have elected not to exercise the Right of First Refusal as to such First Refusal Space. Notwithstanding anything herein to the contrary, Landlord will obtain an Offer and otherwise comply with the terms of this Article 36 prior to entering into any lease with a Direct Competitor. 36.3 In the event Tenant fails to exercise its Right of First Refusal with respect to any First Refusal Space in a timely manner as provided herein, Landlord shall thereafter have the right to lease such First Refusal Space to such Direct Competitor on materially the same terms and conditions as set forth in the Offer. If Tenant validly exercises such Right of First Refusal, then (i) Tenant’s lease of the applicable First Refusal Space shall commence on a date (a “ First Refusal Commencement Date ”) specified in the First Refusal Space Availability Notice (and as contained in the Offer), (ii) the First Refusal Space shall be leased to Tenant upon the terms and conditions determined pursuant to 36.2 above, (iii) Tenant’s Proportionate Share of the Building shall be increased to reflect the applicable First Refusal Space, and (iv) notwithstanding anything to the contrary contained herein, this paragraph the First Refusal Space shall not apply be delivered to any fee simple sale Tenant in its “ as-is ” condition on the First Refusal Commencement Date, Tenant acknowledging and agreeing that Landlord shall have no obligation to improve, remodel or otherwise alter such First Refusal Space prior to or after the First Refusal Commencement Date; provided, however, that if the First Refusal Commencement Date is after the third anniversary of the Parent Parcel from Landlord to any prospective purchaser that is not a Third Party Competitor (as herein defined) or to American Tower. If Landlord receives an offer or desires to offer to: (i) sell or convey any interest (includingdate of this Lease, but not limited to, leaseholds or easements) in any real property of which the Leased Premises is a part to any person or entity directly or indirectly engaged then in the business of owning, acquiring, operating, managing, investing in or leasing wireless telecommunications infrastructure (any such person or entity, a “Third Party Competitor”) or (ii) assign all or any portion of Landlord’s interest in the Lease to a Third Party Competitor (any such offer, the “Offer”), Tenant shall have the right of first refusal to purchase the real property or other interest being offered by Landlord in connection with event the Offer on provides for a tenant improvement allowance, or improvements to be completed by Landlord, then such shall be applicable to the same terms and conditionsFirst Refusal Space. If Tenant electsexercises its Right of First Refusal, in its sole and absolute discretion, the parties shall enter into an amendment to exercise its right of first refusal as provided herein, this Lease reflecting the lease by Tenant must provide Landlord with notice of its election not later than forty-five (45) days after Tenant receives written notice from Landlord of the Offer. If applicable First Refusal Space. 36.4 In the event Tenant elects not to exercise Tenant’s right exercises its Right of first refusal First Refusal with respect to an Offer as provided hereinany First Refusal Space, Landlord may complete then from and after the transaction contemplated applicable First Refusal Commencement Date, the term “Premises,” whenever used in this Lease, shall mean the original Premises demised under this Lease and any First Refusal Space previously leased by Tenant (except, in the Offer with case of any First Refusal Space previously leased by Tenant, to the Third Party Competitor on the stated terms and price but with the express condition extent that such sale is made subject to the terms of this Lease are not consistent with the Leaseterms and conditions specified in the First Refusal Space Availability Notice applicable to such First Refusal Space) and the First Refusal Space then being leased (except, as modified by this Amendment. Landlord hereby acknowledges and agrees in the case of the First Refusal Space then being leased, to the extent that any sale or conveyance by Landlord in violation the terms of this Section is and shall be deemed to be null and void and of no force and effect. The terms, provisions, Lease are not consistent with the terms and conditions of this Section shall survive specified in the execution and delivery of this Amendment. For the avoidance of doubt, American Tower, its affiliates and subsidiaries, shall not be considered a Third Party Competitor and this provision shall not apply to future transactions with American Tower, its affiliates and subsidiariesapplicable First Refusal Space Availability Notice).

Limited Right of First Refusal. The Parties acknowledge and agree that Section 22 of the Original Lease and Section 6 of the First Amendment are hereby deleted in their entirety and are of no further force and effect. From and after the Effective Date the obligations of the Parties with respect to Tenant’s right of first refusal shall be controlled by this Section of this Amendment. Notwithstanding anything to the contrary contained herein, this paragraph shall not apply to any fee simple sale of the Parent Parcel from Landlord to any prospective purchaser that is not a Third Party Competitor (as herein defined) or to American TowerCompetitor. If Landlord receives an offer or desires to offer to: (i) sell or convey any interest (including, but not limited to, leaseholds or easements) in any real property of which the Leased Premises is a part to any person or entity directly or indirectly engaged in the business of owning, acquiring, operating, managing, investing in or leasing wireless telecommunications infrastructure (any such person or entity, a “Third Party Competitor”) Competitor or (ii) assign all or any portion of Landlord’s interest in the Lease to a Third Party Competitor (any such offer, the “Offer”), Tenant shall have the right of first refusal to purchase the real property or other interest being offered by Landlord in connection with the Offer on the same terms and conditions. If Tenant elects, in its sole and absolute discretion, to exercise its right of first refusal as provided herein, Tenant must provide Landlord with notice of its election not later than forty-five (45) days after Tenant receives written notice from Landlord of the Offer. If Tenant elects not to exercise Tenant’s right of first refusal with respect to an Offer as provided herein, Landlord may complete the transaction contemplated in the Offer with the Third Party Competitor on the stated terms and price but with the express condition that such sale is made subject to the terms of the Lease, as modified by this Amendment. Landlord hereby acknowledges and agrees that any sale or conveyance by Landlord in violation of this Section is and shall be deemed to be null and void and of no force and effect. The terms, provisions, and conditions of this Section shall survive the execution and delivery of this Amendment. For the avoidance of doubt, American Tower, its affiliates and subsidiaries, shall not be considered a Third Party Competitor and this provision shall not apply to future transactions with American Tower, its affiliates and subsidiaries.

Limited Right of First Refusal. The Parties acknowledge and agree that Section 34 of the Lease is hereby deleted in its entirety and is of no further force and effect. From and after the Effective Date the obligations of the Parties with respect to Tenant’s right of first refusal shall be controlled by this Section of this Amendment. Notwithstanding anything to the contrary contained herein, this paragraph shall not apply to any fee simple sale of the Parent Parcel from Landlord to any prospective purchaser that is not a Third Party Competitor (as herein defined) or to American TowerCompetitor. If Landlord receives an offer or desires to offer to: (i) sell or convey any interest (including, but not limited to, leaseholds or easements) in any real property of which the Leased Premises is a part to any person or entity directly or indirectly engaged in the business of owning, acquiring, operating, managing, investing in or leasing wireless telecommunications infrastructure (any such person or entity, a “Third Party Competitor”) Competitor or (ii) assign all or any portion of Landlord’s interest in the Lease Lease, as modified by this Amendment, to a Third Party Competitor (any such offer, the “Offer”), Tenant shall have the right of first refusal to purchase the real property or other interest being offered by Landlord in connection with the Offer on the same terms and conditions. If Tenant elects, in its sole and absolute discretion, to exercise its right of first refusal as provided herein, Tenant must provide Landlord with notice of its election not later than forty-five (45) days after Tenant receives written notice from Landlord of the Offer. If Tenant elects not to exercise Tenant’s right of first refusal with respect to an Offer as provided herein, Landlord may complete the transaction contemplated in the Offer with the Third Party Competitor on the stated terms and price but with the express condition that such sale is made subject to the terms of the Lease, as modified by this Amendment. Landlord hereby acknowledges and agrees that any sale or conveyance by Landlord in violation of this Section is and shall be deemed to be null and void and of no force and effect. The terms, provisions, and conditions of this Section shall survive the execution and delivery of this Amendment. For the avoidance of doubt, American Tower, its affiliates and subsidiaries, shall not be considered a Third Party Competitor and this provision shall not apply to future transactions with American Tower, its affiliates and subsidiaries.

Limited Right of First Refusal. The Parties acknowledge and agree that Section 34 of the Lease is hereby deleted in its entirety and is of no further force and effect. From and after the Effective Date the obligations of the Parties with respect to Xxxxxx’s right of first refusal shall be controlled by this Section of this Amendment. Notwithstanding anything to the contrary contained herein, this paragraph shall not apply to any fee simple sale of the Parent Parcel from Landlord to any prospective purchaser that is not a Third Party Competitor (as herein defined) or to American TowerCompetitor. If Landlord receives an offer or desires to offer to: (i) sell or convey any interest (including, but not limited to, leaseholds or easements) in any real property of which the Leased Premises is a part to any person or entity directly or indirectly engaged in the business of owning, acquiring, operating, managing, investing in or leasing wireless telecommunications infrastructure (any such person or entity, a “Third Party Competitor”) Competitor or (ii) assign all or any portion of Landlord’s interest in the Lease Lease, as modified by this Amendment, to a Third Party Competitor (any such offer, the “Offer”), Tenant shall have the right of first refusal to purchase the real property or other interest being offered by Landlord in connection with the Offer on the same terms and conditions. If Tenant elects, in its sole and absolute discretion, to exercise its right of first refusal as provided herein, Tenant must provide Landlord with notice of its election not later than forty-five (45) days after Tenant Xxxxxx receives written notice from Landlord of the Offer. If Tenant elects not to exercise TenantXxxxxx’s right of first refusal with respect to an Offer as provided herein, Landlord may complete the transaction contemplated in the Offer with the Third Party Competitor on the stated terms and price but with the express condition that such sale is made subject to the terms of the Lease, as modified by this Amendment. Landlord hereby acknowledges and agrees that any sale or conveyance by Landlord in violation of this Section is and shall be deemed to be null and void and of no force and effect. The terms, provisions, and conditions of this Section shall survive the execution and delivery of this Amendment. For the avoidance of doubt, American Tower, its affiliates and subsidiaries, shall not be considered a Third Party Competitor and this provision shall not apply to future transactions with American Tower, its affiliates and subsidiaries.

Limited Right of First Refusal. Notwithstanding anything to the contrary contained herein, this paragraph shall not apply to any fee simple sale of the Parent Parcel from Landlord to any prospective purchaser that is not a person or entity directly or indirectly engaged in the business of owning, acquiring, operating, managing, investing in or leasing wireless telecommunications infrastructure (any such person or entity, a “Third Party Competitor (as herein defined) or to American TowerCompetitor”). If Landlord receives an offer or desires to offer to: (i) sell or convey any interest (including, but not limited to, leaseholds or easements) in any real property of which the Leased Premises is a part to any person or entity directly or indirectly engaged in the business of owning, acquiring, operating, managing, investing in or leasing wireless telecommunications infrastructure (any such person or entity, a “Third Party Competitor”) Competitor or (ii) assign all or any portion of Landlord’s interest in the Lease Lease, as modified by this Amendment, to a Third Party Competitor (any such offer, the “Offer”), Tenant shall have the right of first refusal to purchase the real property or other interest being offered by Landlord in connection with the Offer on the same terms and conditions. If Tenant elects, in its sole and absolute discretion, to exercise its right of first refusal as provided herein, Tenant must provide Landlord with notice of its election not later than forty-five (45) days after Tenant Xxxxxx receives written notice from Landlord of the Offer. If Tenant elects not to exercise TenantXxxxxx’s right of first refusal with respect to an Offer as provided herein, Landlord may complete the transaction contemplated in the Offer with the Third Party Competitor on the stated terms and price but with the express condition that such sale is made subject to the terms of the Lease, as modified by this Amendment. Landlord hereby acknowledges and agrees that any sale or conveyance by Landlord in violation of this Section is and shall be deemed to be null and void and of no force and effect. The terms, provisions, and conditions of this Section shall survive the execution and delivery of this Amendment. For the avoidance of doubt, American Tower, its affiliates and subsidiaries, shall not be considered a Third Party Competitor and this provision shall not apply to future transactions with American Tower, its affiliates and subsidiaries.

Limited Right of First Refusal. Notwithstanding anything to the contrary contained herein, this paragraph shall not apply to any fee simple sale of the Parent Parcel from Landlord to any prospective purchaser that is not a Third Party Competitor (as herein defined) or to American Tower). If Landlord receives an offer or desires to offer to: (i) sell or convey any interest (including, but not limited to, leaseholds or easements) in any real property of which the Leased Premises is a part to any person or entity directly or indirectly engaged in the business of owning, acquiring, operating, managing, investing in or leasing wireless telecommunications infrastructure (any such person or entity, a “Third Party Competitor”) or (ii) assign all or any portion of Landlord’s interest in the Lease to a Third Party Competitor (any such offer, the “Offer”), Tenant shall have the right of first refusal to purchase the real property or other interest being offered by Landlord in connection with the Offer on the same terms and conditions. If Tenant elects, in its sole and absolute discretion, to exercise its right of first refusal as provided herein, Tenant must provide Landlord with notice of its election not later than forty-five (45) days after Tenant receives written notice from Landlord of the Offer. If Tenant elects not to exercise Tenant’s right of first refusal with respect to an Offer as provided herein, Landlord may complete the transaction contemplated in the Offer with the Third Party Competitor on the stated terms and price but with the express condition that such sale is made subject to the terms of the Lease, as modified by this Amendment. Landlord hereby acknowledges and agrees that any sale or conveyance by Landlord in violation of this Section is and shall be deemed to be null and void and of no force and effect. The terms, provisions, and conditions of this Section shall survive the execution and delivery of this Amendment. For the avoidance of doubt, American Tower, its affiliates and subsidiaries, shall not be considered a Third Party Competitor and this provision shall not apply to future transactions with American Tower, its affiliates and subsidiaries.

Limited Right of First Refusal. Notwithstanding anything to the contrary contained herein, this paragraph shall not apply to any fee simple sale of the Parent Parcel from Landlord to any prospective purchaser that is not a Third Party Competitor (as herein defined) or to American TowerCompetitor. If Landlord receives an offer or desires to offer to: (i) sell or convey any interest (including, but not limited to, leaseholds or easements) in any real property of which the Leased Premises is a part to any person or entity directly or indirectly engaged in the business of owning, acquiring, operating, managing, investing in or leasing wireless telecommunications infrastructure (any such person or entity, a “Third Party Competitor”) Competitor or (ii) assign all or any portion of Landlord’s interest in the Lease Lease, as modified by this Amendment, to a Third Party Competitor (any such offer, the “Offer”), Tenant shall have the right of first refusal to purchase the real property or other interest being offered by Landlord in connection with the Offer on the same terms and conditions. If Tenant elects, in its sole and absolute discretion, to exercise its right of first refusal as provided herein, Tenant must provide Landlord with notice of its election not later than forty-five (45) days after Tenant Xxxxxx receives written notice from Landlord of the Offer. If Tenant elects not to exercise TenantXxxxxx’s right of first refusal with respect to an Offer as provided herein, Landlord may complete the transaction contemplated in the Offer with the Third Party Competitor on the stated terms and price but with the express condition that such sale is made subject to the terms of the Lease, as modified by this Amendment. Landlord hereby acknowledges and agrees that any sale or conveyance by Landlord in violation of this Section is and shall be deemed to be null and void and of no force and effect. The terms, provisions, and conditions of this Section shall survive the execution and delivery of this Amendment. For the avoidance of doubt, American Tower, its affiliates and subsidiaries, shall not be considered a Third Party Competitor and this provision shall not apply to future transactions with American Tower, its affiliates and subsidiaries.

Limited Right of First Refusal. Notwithstanding anything to the contrary contained herein, this paragraph section shall not apply to any fee simple sale of the Parent Parcel from Property by Landlord to any prospective purchaser that is not a Third Party Competitor (as herein defined) or to American Tower). If Landlord receives an offer or desires to accept an offer to: (i) sell or convey any interest (including, but not limited to, including leaseholds or easements) in any real property of which the Leased Premises Tower Compound is a part to any person or entity directly or indirectly engaged in the business of owning, acquiring, operating, managing, investing in or leasing wireless telecommunications infrastructure or lands on which such wireless telecommunications infrastructure is located (any such person or entity, a “"Third Party Competitor”'' ) or (ii) assign all or any portion of Landlord’s 's interest in the this Lease to a Third Party Competitor (any such offer, the "Offer'' ), Landlord shall serve a written notice upon Tenant stating that Landlord desires to accept such Offer and the exact terms of the Offer (including the nature of title being conveyed to the Third Party Competitor), and provide with such notice a copy of such Offer (the “OfferTransfer Notice”), . Tenant shall have the right right, exercisable in Tenant’s sole and absolute discretion, of first refusal to purchase the real property or other interest being offered by Landlord in connection with the Offer on the same terms and conditions. If Tenant elects, in its sole and absolute discretion, to exercise its right of first refusal as provided herein, Tenant must shall provide Landlord with written notice of its election not later than forty-five (45) 30 days after Tenant receives written notice from Landlord the Transfer Notice. The closing of the purchase and sale or conveyance of the Premises pursuant to the Offer shall occur at the time set forth in the Offer provided that Tenant shall not be required to close before the 15th day following the date of Tenant’s acceptance of the Offer. If Tenant elects not to exercise Tenant’s 's right of first refusal with respect to an Offer as provided herein, Landlord may complete the transaction contemplated in the Offer with the Third Party Competitor on the stated terms and price but with the express condition that such sale is made subject to the terms of the Lease. Tenant’s failure to give a timely acceptance or its rejection of the Offer is deemed a waiver of its right to exercise its right of first refusal to accept the Offer, as modified by this Amendmentbut will not constitute or be deemed a waiver of its right of first refusal with respect to any modification to the Offer or any future Offer that Landlord may receive. Landlord hereby acknowledges and agrees that this limited right of first refusal runs with and is appurtenant to the Property and that any sale or conveyance by Landlord in violation of this Section 16 is and shall be deemed to be null and void and of no force and effect. The terms, provisions, and conditions To the extent that a statutory or common law rule against perpetuities applies to limit the term or period of duration of this Section shall survive limited right of first refusal, then the execution and delivery period or term of this Amendmentlimited right of first refusal commences upon the Effective Date and expires on earlier of (i) the expiration or earlier termination of this Lease and (ii) the day immediately before the day that but for this sentence, such limited right of first refusal would be rendered void or unenforceable due to a violation of a statutory or common law rules against perpetuities. For To the avoidance extent that the Term is extended such that the limited right of doubtfirst refusal described in this Section 16 would otherwise expire prior to the expiration or earlier termination of the Term as a result of the application of the immediately prior sentence, American TowerTenant shall have the right to renew successively this limited right of first refusal upon the payment by Tenant to Landlord of the sum of $10.00, its affiliates at which time, this limited right of first refusal is renewed for an additional term commencing from the date of such payment to Landlord until the earlier of (i) the expiration or earlier termination of this Lease and subsidiaries(ii) the day immediately before the day that but for this sentence, shall not such extended limited right of first refusal would be considered rendered void or unenforceable due to a Third Party Competitor and this provision shall not apply to future transactions with American Tower, its affiliates and subsidiariesviolation of a statutory or common law rules against perpetuities.