Common use of Procedure for Offer Clause in Contracts

Procedure for Offer. Landlord shall notify Tenant (the “First Refusal Notice”) from time-to-time when and if Landlord receives a “bona-fide third-party offer” for the First Refusal Space. Pursuant to such First Refusal Notice, Landlord shall offer to lease to Tenant the applicable First Refusal Space. The First Refusal Notice shall describe the First Refusal Space and shall identify the “First Refusal Space Terms” (as that term is defined in Section 1.4.2 below). For purposes of this Section 1.4, a “bona-fide third-party offer” shall mean a counter-offer received by Landlord to lease First Refusal Space from an unaffiliated and qualified third party which Landlord would otherwise be willing to accept. For purposes of example only, the following would each constitute a bona-fide third-party offer: (a) Landlord receives a request for proposal from an unaffiliated and qualified third party. Landlord responds to the request for proposal with a lease proposal and subsequently receives a written bona-fide counter proposal from the unaffiliated and qualified third party (or the third party accepts Landlord’s proposal). (b) Landlord receives a written offer to lease from an unaffiliated and qualified third party. Landlord responds to the offer with a written counter offer and subsequently receives a bona-fide counter to Landlord’s counter offer from the unaffiliated and qualified third party (or the third party accepts Landlord’s proposal).

Procedure for Offer. Landlord shall notify Tenant (the “"First Refusal Notice”") from time-to-time when and if Landlord receives a “"bona-fide third-party offer” " for the First Refusal Space. Pursuant to such First Refusal Notice, Landlord shall offer to lease to Tenant the applicable First Refusal Space. The First Refusal Notice shall describe the First Refusal Space Space, and shall identify the “lease term, rent and other fundamental economic terms and conditions upon which Landlord proposes to lease such First Refusal Space Terms” (as that term is defined in Section 1.4.2 below). For purposes of this Section 1.4, a “pursuant to the bona-fide third-party offer” . For purposes of this Section 2.4, a "bona-fide third-party offer" shall mean a an offer or counter-offer received by Landlord to lease First Refusal Space from an unaffiliated and qualified third party which Landlord would otherwise be willing to acceptaccept (but for Tenant's superior rights hereunder). For purposes of example only, the following would each constitute a bona-fide third-party offer: (a) Landlord receives a request for proposal from an unaffiliated and qualified third party. Landlord responds to the request for proposal with a lease proposal and subsequently receives a written bona-fide counter proposal from the unaffiliated and qualified third party (or the third party accepts Landlord’s proposal)party. (b) Landlord receives a written offer to lease from an unaffiliated and qualified third party. Landlord responds to the offer with a written counter offer and subsequently receives a bona-fide counter to Landlord’s 's counter offer from the unaffiliated and qualified third party party. (or the c) Landlord submits a lease proposal to an unaffiliated and qualified third party accepts Landlord’s proposal)and Landlord subsequently receives an acceptance of such proposal from such third party.

Procedure for Offer. Landlord shall notify Tenant (the “"First Refusal Notice”") from time-to-time when and if Landlord receives a “"bona-fide third-party offer” " for the First Refusal Space. Pursuant to such First Refusal Notice, Landlord shall offer to lease to Tenant the applicable First Refusal Space. The First Refusal Notice shall describe the First Refusal Space Space, and shall identify the “lease term, rent and other fundamental economic terms and conditions upon which Landlord proposes to lease such First Refusal Space Terms” (as that term is defined in Section 1.4.2 below). For purposes of this Section 1.4, a “pursuant to the bona-fide third-party offer” . For purposes of this Section 12, a "bona-fide third-party offer" shall mean a counter-offer received by Landlord to lease First Refusal Space from an unaffiliated and qualified third party which Landlord would otherwise be willing to acceptaccept (but for Tenant's superior rights hereunder). For purposes of example only, the following would each constitute a bona-fide third-party offer: : (a) Landlord receives a request for proposal from an unaffiliated and qualified third party. Landlord responds to the request for proposal with a lease proposal and subsequently receives a written bona-fide counter proposal from the unaffiliated and qualified third party (or the third party accepts Landlord’s proposal)party. (b) Landlord receives a written offer to lease from an unaffiliated and qualified third party. Landlord responds to the offer with a written counter offer and subsequently receives a bona-fide counter to Landlord’s counter offer from the unaffiliated and qualified third party (or the third party accepts Landlord’s proposal).

Procedure for Offer. Landlord shall notify Tenant (the “First Refusal Notice”"SECOND FLOOR FIRST REFUSAL NOTICE") from time-to-time when and if Landlord receives a “"bona-fide third-party offer” " for the Second Floor First Refusal Space. Pursuant to such Second Floor First Refusal Notice, Landlord shall offer to lease to Tenant the applicable Second Floor First Refusal Space. The Second Floor First Refusal Notice shall describe the Second Floor First Refusal Space, and the lease term, rent and other fundamental economic terms and conditions, including the method of measurement of rentable and usable square feet, upon which Landlord proposes to lease such Second Floor First Refusal Space and shall identify pursuant to the “First Refusal Space Terms” (as that term is defined in Section 1.4.2 below)bona-fide third-party offer. For purposes of this Section 1.4, a “bona"BONA-fide thirdFIDE THIRD-party offer” PARTY OFFER" shall mean a counter-offer received by Landlord to lease Second Floor First Refusal Space from an unaffiliated and qualified third party which Landlord would otherwise be willing to acceptparty. For purposes of example only, the following would each constitute a bonabone-fide third-party offer: (ai) Landlord receives a request for proposal from an unaffiliated and qualified third party. Landlord responds to the request for proposal with a lease proposal and subsequently receives a written bona-fide counter proposal from the unaffiliated and qualified third party (or the third party accepts Landlord’s proposal)party. (bii) Landlord receives a written offer to lease from an unaffiliated and qualified third party. Landlord responds to the offer with a written counter offer and subsequently receives a bona-fide counter to Landlord’s 's counter offer from the unaffiliated and qualified third party (or the third party accepts Landlord’s proposal)party.

Procedure for Offer. Landlord shall notify Tenant (the “First Refusal Notice”) from time-to-time when and if Landlord receives a “bona-fide third-party offer” for the First Refusal Space. Pursuant to such First Refusal Notice, Landlord shall offer to lease to Tenant the applicable First Refusal Space. The First Refusal Notice shall describe the First Refusal Space Space, and shall identify the “lease term, rent and other fundamental economic terms and conditions upon which Landlord proposes to lease such First Refusal Space Terms” (as that term is defined in Section 1.4.2 below)pursuant to the bona-fide third-party offer. For purposes of this Section 1.41.3, a “bona-fide third-party offer” shall mean a counter-offer received by Landlord to lease First Refusal Space from an unaffiliated and qualified third party (including any then-existing tenant, except to the extent of a Superior Right) which Landlord would otherwise be willing to acceptaccept (or an acceptance of lease terms offered by Landlord to a third party, where there is no counter offer). For purposes of example only, the following would each constitute a bona-fide third-party offer: (a) Landlord receives a request for proposal from an unaffiliated and qualified third party. Landlord responds to the request for proposal with a lease proposal and subsequently receives a written bona-fide counter proposal from the unaffiliated and qualified third party (or the third third-party accepts Landlord’s proposal). (b) Landlord receives a written offer to lease from an unaffiliated and qualified third party. Landlord responds to the offer with a written counter offer and subsequently receives a bona-fide counter to Landlord’s counter offer from the unaffiliated and qualified third party (or the third third-party accepts Landlord’s proposal).

Procedure for Offer. Landlord shall notify Tenant (the “First Refusal Notice”") from time-to-time when and if Landlord receives a “"bona-fide third-party offer” " for the First leasing of any Refusal SpaceSpace for general office use (not including telemarketing or conference center use) to which the Superior Right Holders (if any) have waived their rights. Pursuant to such First Refusal Notice, Landlord shall offer to lease to Tenant the applicable First Refusal SpaceSpace for general office use. The First Refusal Notice shall describe the First Refusal Space, and the lease term, rent, improvement allowance, security deposit and other fundamental economic terms and conditions, including the method of measurement of rentable and usable square feet, upon which Landlord proposes to lease such Refusal Space and shall identify pursuant to the “First Refusal Space Terms” (as that term is defined in Section 1.4.2 below). For purposes of this Section 1.4, a “bona-fide third-party offer” . For purposes of this Section 11.1, a "bona-fide third-party offer" shall mean a counter-offer or offer received or given by Landlord to lease First Refusal Space from an unaffiliated and a qualified third party which party, provided that Landlord would otherwise be willing to acceptmay not circumvent Tenant's rights by giving an offer or counter-offer not in good faith. For purposes of example only, the following would each constitute a bona-fide third-party offer: (a) Landlord receives a request for proposal from an unaffiliated and a qualified third party. Landlord responds to the request for proposal with a lease proposal and subsequently receives a written bona-fide counter proposal from the unaffiliated and qualified third party (or the third party accepts Landlord’s proposal).party; (b) Landlord receives a written offer to lease from an unaffiliated and a qualified third party. Landlord responds to the offer with a written counter offer and subsequently receives a bona-fide counter to Landlord’s 's counter offer from the unaffiliated and qualified third party party; and (or the c) Landlord receives a written offer to lease from a third party accepts Landlord’s proposal)which Landlord would accept without substantial modification.

Procedure for Offer. Landlord shall notify Tenant (the “First "Refusal Notice”") from time-to-time when and if Landlord receives a “"bona-fide third-party offer” " for any particular portion of the First Refusal Space that Landlord intends to accept, provided that the Superior Right Holders have waived their rights to such Refusal Space. Pursuant to such First Refusal Notice, Landlord shall offer to lease to Tenant the applicable First such Refusal Space. The First Refusal Notice shall describe the First Refusal Space, the lease term, base rent and other fundamental material economic terms and conditions (the “Fundamental Terms”) upon which Landlord proposes to lease such Refusal Space and shall identify pursuant to the “First Refusal Space Terms” (as that term is defined in Section 1.4.2 below)bona-fide third-party offer. For purposes of this Section 1.4, a “"bona-fide third-party offer” " shall mean a an offer or counter-offer received by Landlord to lease First the Refusal Space from an unaffiliated and a qualified third party which Landlord would otherwise be willing to acceptparty. For purposes of example only, the following would each constitute a bonabone-fide third-party offer: (a) 1.5.1.1.1 Landlord receives a request for proposal from an unaffiliated and a qualified third party. Landlord responds to the request for proposal with a lease proposal and subsequently receives a written bona-fide counter proposal from the unaffiliated and qualified third party (or the third party accepts Landlord’s proposal)that Landlord intends to accept. (b) 1.5.1.1.2 Landlord receives a written offer to lease from an unaffiliated and a qualified third party. Landlord responds to the offer with a written counter offer and subsequently receives a bona-fide counter to Landlord’s 's counter offer from the unaffiliated and qualified third party (or the third party accepts Landlord’s proposal)that Landlord intends to accept.

Procedure for Offer. Landlord shall notify Tenant (the “First Refusal Notice”) from time-to-time to time when and if Landlord receives a “bona-fide third-party offer” for the First Refusal Space (or any portion thereof); provided, however, that in the event the First Refusal Notice pertains to space that is in addition to space on the fourth floor, then such additional space shall be deemed to be part of the First Refusal Space. Pursuant to such First Refusal Notice, Landlord shall offer to lease to Tenant the applicable First Refusal SpaceSpace (or any portion thereof). The First Refusal Notice shall describe the First Refusal Space Space, and shall identify the “lease term, rent and other fundamental economic terms and conditions upon which Landlord proposes to lease such First Refusal Space Terms” (as that term is defined in Section 1.4.2 below)pursuant to the bona-fide third-party offer. For purposes of this Section 1.41.3, a “bona-fide third-party offer” shall mean a counter-offer received by Landlord to lease First Refusal Space from an unaffiliated and qualified third party which Landlord would otherwise be willing to acceptaccept (but for Tenant’s superior rights hereunder). For purposes of example only, the following would each constitute a bona-fide third-party offer: (a) Landlord receives a request for proposal from an unaffiliated and qualified third party. Landlord Landlord, in Landlord’s sole and absolute discretion, responds to the request for proposal with a lease proposal and subsequently receives a written bona-fide counter proposal from the same unaffiliated and qualified third party (or the third party accepts Landlord’s proposal)to which it originally responded. (b) Landlord receives a written offer to lease from an unaffiliated and qualified third party. Landlord Landlord, in Landlord’s sole and absolute discretion, responds to the offer with a written counter offer and subsequently receives a bona-fide counter to Landlord’s counter offer from the same unaffiliated and qualified third party (or the third party accepts Landlord’s proposal)to which it originally responded.

Procedure for Offer. Landlord shall notify Tenant (the “"First Refusal Notice”") from time-to-time when and if Landlord receives a “"bona-fide third-party offer” " for a lease of the First Refusal SpaceSpace (or any portion thereof). Pursuant to such First Refusal Notice, Landlord shall offer to lease to Tenant the applicable First Refusal SpaceSpace (or any portion thereof). The First Refusal Notice shall describe the First Refusal Space Space, and shall identify the “lease term, rent, any tenant improvement allowance, any Landlord work or improvements, and other fundamental economic terms and conditions upon which Landlord proposes to lease such First Refusal Space Terms” pursuant to the bona-fide third-party offer, and shall include a copy of the bona-fide third-party offer (as that term is defined in Section 1.4.2 belowwhich may be redacted to remove any confidential, privileged or sensitive information). For purposes of this Section 1.41.2, a “"bona-fide third-party offer” " shall mean a an offer or counter-offer received by Landlord to lease First Refusal Space from an unaffiliated and qualified third party which Landlord would otherwise be willing to acceptaccept (but for Tenant's superior rights hereunder). For purposes of example only, the following would each constitute a bona-fide third-party offer: (a) 1.2.1.1 Landlord receives a request for proposal from an unaffiliated and qualified third party. Landlord Landlord, in Landlord's sole and absolute discretion, responds to the request for proposal with a lease proposal and subsequently receives a written bona-fide counter proposal from the same unaffiliated and qualified third party (or the third party accepts Landlord’s proposal)to which it originally responded. (b) 1.2.1.2 Landlord receives a written offer to lease from an unaffiliated and qualified third party. Landlord Landlord, in Landlord's sole and absolute discretion, responds to the offer with a written counter offer and subsequently receives a bona-fide counter to Landlord’s 's counter offer from the same unaffiliated and qualified third party (or the third party accepts Landlord’s proposal)to which it originally responded.

Procedure for Offer. Landlord shall notify Tenant (the “First Refusal Notice”) from time-to-time when and if Landlord receives a “bona-fide third-party offer” for space in the First Refusal SpaceBuilding. Pursuant to such First Refusal Notice, Landlord shall offer to lease to Tenant the applicable First Refusal Space. The First Refusal Notice shall describe the First Refusal Space Space, and shall identify the “lease term, rent and other fundamental economic terms and conditions, including the method of measurement of rentable and usable square feet, upon which Landlord proposes to lease such First Refusal Space Terms” (as that term is defined in Section 1.4.2 below)pursuant to the bona-fide third-party offer. For purposes of this Section 1.4, a “bona-fide third-party offer” shall mean a counter-offer received by Landlord to lease First Refusal Space from an unaffiliated and a qualified third party which (i.e., a prospective tenant reasonably acceptable (vis-à-vis the parameters for acceptance set forth in Sections 14.2.1 through 14.2.6 of this Lease) to Landlord would otherwise be willing to acceptfor such First Refusal Space). For purposes of example only, the following would each constitute a bonabone-fide third-party offer: (ai) Landlord receives a request for proposal from an unaffiliated and a qualified third party. Landlord responds to the request for proposal with a lease proposal and subsequently receives a written bona-fide counter proposal from the unaffiliated and qualified third party (or the third party accepts Landlord’s proposal)party. (bii) Landlord receives a written offer to lease from an unaffiliated and a qualified third party. Landlord responds to the offer with a written counter offer and subsequently receives a bona-fide counter to Landlord’s counter offer from the unaffiliated and qualified third party (or the third party accepts Landlord’s proposal)party.

Procedure for Offer. Landlord shall notify Tenant (the “First Refusal Notice”) from time-to-time when and if Landlord receives a “bona-fide third-party offer” for all of the First Refusal Space. Pursuant to such each First Refusal Notice, Landlord shall offer to lease to Tenant the applicable First Refusal Space. , The First Refusal Notice shall describe the First Refusal Space Space, and shall identify the “lease term, rent and other fundamental economic terms and conditions, Including the method of measurement of rentable and usable square feet, upon which Landlord proposes to lease such First Refusal Space Terms” (as that term is defined in Section 1.4.2 below)pursuant to the bona-fide third-party offer. For purposes of this Section 1.43.2.1.1, a “bona-fide third-party offer” shall mean a counter-offer received by Landlord to lease First Refusal Space from an unaffiliated and a qualified third party which Landlord would otherwise be willing to accept. For purposes of example only, the following would each constitute a bona-fide third-party offer: (ai) Landlord receives a request for proposal from an unaffiliated and a qualified third party. Landlord responds to the request for proposal with a lease proposal and subsequently receives a written bona-fide counter proposal from the unaffiliated and qualified third party (or the third party accepts Landlord’s proposal)party. (bii) Landlord receives a written offer to lease from an unaffiliated and a qualified third partyxxxxx. Landlord responds to the offer with a written counter offer and subsequently receives a bona-fide counter to Landlord’s counter offer from the unaffiliated and qualified third party (or the third party accepts Landlord’s proposal)party.

Procedure for Offer. Landlord shall notify Tenant (the “First "Refusal Notice”") from time-to-time when and if Landlord receives a “"bona-fide third-party offer” " for the First entire Refusal Space, provided that the Superior Right Holders have waived their rights to such Refusal Space. Pursuant to such First Refusal Notice, Landlord shall offer to lease to Tenant the applicable First such Refusal Space. The First Refusal Notice shall describe the First lease term, base rent and other fundamental material economic terms and conditions upon which Landlord proposes to lease such Refusal Space and shall identify pursuant to the “First Refusal Space Terms” (as that term is defined in Section 1.4.2 below). For purposes of this Section 1.4, a “bona-fide third-party offer” . For purposes of this Section 14, a "bona-fide third-party offer" shall mean a counter-offer received by Landlord to lease First the Refusal Space from an unaffiliated and a qualified third party which Landlord would otherwise be willing to acceptparty. For purposes of example only, the following would each constitute a bonabone-fide third-party offer: (a) Landlord receives a request for proposal from an unaffiliated and a qualified third party. Landlord responds to the request for proposal with a lease proposal and subsequently receives a written bona-fide counter proposal from the unaffiliated and qualified third party (or the third party accepts Landlord’s proposal)party. (b) Landlord receives a written offer to lease from an unaffiliated and a qualified third party. Landlord responds to the offer with a written counter offer and subsequently receives a bona-fide counter to Landlord’s 's counter offer from the unaffiliated and qualified third party (or the third party accepts Landlord’s proposal)party.

Procedure for Offer. Landlord shall notify Tenant (the “"First Refusal Notice”") from time-to-time when and if Landlord receives a “"bona-fide third-party offer” " for the First Refusal Space. Pursuant to such First Refusal Notice, Landlord shall offer to lease to Tenant the applicable First Refusal Space. The First Refusal Notice shall describe the First Refusal Space Space, and shall identify the “lease term, rent and other fundamental economic terms and conditions, including the method of measurement of rentable and usable square feet, upon which Landlord proposes to lease such First Refusal Space Terms” (as that term is defined in Section 1.4.2 below). For purposes of this Section 1.4, a “pursuant to the bona-fide third-party offer” . For purposes of this Section 1.3, a "bona-fide third-party offer" shall mean a counter-offer received by Landlord to lease First Refusal Space from an unaffiliated and qualified third party which Landlord would otherwise be willing to acceptparty. For purposes of example only, the following would each constitute a bonabone-fide third-party offer: (a) Landlord receives a request for proposal from an unaffiliated and qualified third party. Landlord responds to the request for proposal with a lease proposal and subsequently receives a written bona-fide counter proposal from the unaffiliated and qualified third party (or the third party accepts Landlord’s proposal)party. (b) Landlord receives a written offer to lease from an unaffiliated and qualified third party. Landlord responds to the offer with a written counter offer and subsequently receives a bona-fide counter to Landlord’s 's counter offer from the unaffiliated and qualified third party (or the third party accepts Landlord’s proposal)party.

Procedure for Offer. Landlord shall notify Tenant (the “First Refusal Notice”) from time-to-time when and if Landlord receives a “bona-fide third-party offer” for the First Refusal Space. Pursuant to such First Refusal Notice, Landlord shall offer to lease to Tenant the applicable First Refusal Space. The First Refusal Notice shall describe the First Refusal Space Space, and shall identify the “lease term, rent and other fundamental economic terms and conditions upon which Landlord proposes to lease such First Refusal Space Terms” (as that term is defined in Section 1.4.2 below)pursuant to the bona-fide third-party offer. For purposes of this Section 1.41.3, a “bona-fide third-party offer” shall mean a counter-offer received by Landlord to lease First Refusal Space from an unaffiliated and qualified third party which Landlord would otherwise be willing to accept. For purposes of example only, the following would each constitute a bona-fide third-party offer: (a) Landlord receives a request for proposal from an unaffiliated and qualified third party. Landlord responds to the request for proposal with a lease proposal and subsequently receives a written bona-fide counter proposal from the unaffiliated and qualified third party (or the third party accepts Landlord’s proposal). (b) Landlord receives a written offer to lease from an unaffiliated and qualified third party. Landlord responds to the offer with a written counter offer and subsequently receives a bona-fide counter to Landlord’s counter offer from the unaffiliated and qualified third party (or the third party accepts Landlord’s proposal).

Procedure for Offer. Landlord shall notify Tenant (the “"First Refusal Notice”") from time-to-time when and if Landlord receives a “"bona-fide third-party offer” " for the First Refusal Space. Pursuant to such First Refusal Notice, Landlord shall offer to lease to Tenant the applicable First Refusal Space. The First Refusal Notice shall describe the First Refusal Space Space, and shall identify the “lease term, rent and other fundamental economic terms and conditions upon which Landlord proposes to lease such First Refusal Space Terms” (as that term is defined in Section 1.4.2 below). For purposes of this Section 1.4, a “pursuant to the bona-fide third-party offer” . For purposes of this Section 12, a "bona-fide third-party offer" shall mean a counter-offer received by Landlord to lease First Refusal Space from an unaffiliated and qualified third party which Landlord would otherwise be willing to acceptaccept (but for Tenant's superior rights hereunder). For purposes of example only, the following would each constitute a bona-fide third-party offer: (a) Landlord receives a request for proposal from an unaffiliated and qualified third party. Landlord responds to the request for proposal with a lease proposal and subsequently receives a written bona-fide counter proposal from the unaffiliated and qualified third party (or the third party accepts Landlord’s proposal)party. (b) Landlord receives a written offer to lease from an unaffiliated and qualified third party. Landlord responds to the offer with a written counter offer and subsequently receives a bona-fide counter to Landlord’s 's counter offer from the unaffiliated and qualified third party (or the third party accepts Landlord’s proposal)party.

Procedure for Offer. Landlord shall notify Tenant (the “"First Refusal Notice”") from time-to-time when and if Landlord receives a “"bona-fide third-party offer” " for the First Refusal Space. Pursuant to such First Refusal Notice, Landlord shall offer to lease to Tenant the applicable First Refusal Space. The First Refusal Notice shall describe the First Refusal Space Space, and shall identify the “lease term, rent and other fundamental economic terms and conditions upon which Landlord proposes to lease such First Refusal Space Terms” (as that term is defined in Section 1.4.2 below). For purposes of this Section 1.4, a “pursuant to the bona-fide third-party offer” . For purposes of this Section 1.3, a "bona-fide third-party offer" shall mean a counter-offer received by Landlord to lease First Refusal Space from an unaffiliated and qualified third party which Landlord would otherwise be willing to acceptaccept (or an acceptance of lease terms offered by Landlord to a third party, where there is no counter offer). For purposes of example only, the following would each constitute a bona-fide third-party offer: (a) Landlord receives a request for proposal from an unaffiliated and qualified third party. Landlord responds to the request for proposal with a lease proposal and subsequently receives a written bona-fide counter proposal from the unaffiliated and qualified third party (or the third party accepts Landlord’s proposal)party. (b) Landlord receives a written offer to lease from an unaffiliated and qualified third party. Landlord responds to the offer with a written counter offer and subsequently receives a bona-fide counter to Landlord’s 's counter offer from the unaffiliated and qualified third party (or the third party accepts Landlord’s proposal)party.

Procedure for Offer. Landlord shall notify Tenant (the “First Refusal Notice”"FIRST REFUSAL NOTICE") from time-to-time when and if Landlord receives a “"bona-fide third-party offer” " for all or a portion of the First Refusal Space. Pursuant to such First Refusal Notice, Landlord shall offer to lease to Tenant the applicable First Refusal Space. The First Refusal Notice shall describe the First Refusal Space Space, and shall identify the “lease term, rent and other fundamental economic terms and conditions, including the method of measurement of rentable and usable square feet, upon which Landlord proposes to lease such First Refusal Space Terms” (as that term is defined in Section 1.4.2 below)pursuant to the bona-fide third-party offer. For purposes of this Section 1.4, a “bona"BONA-fide thirdFIDE THIRD-party offer” PARTY OFFER" shall mean a counter-offer received by Landlord to lease First Refusal Space from an unaffiliated and a qualified third party which Landlord would otherwise be willing to accept. For purposes of example only, the following would each constitute a bonabone-fide third-party offer: (ai) Landlord receives a request for proposal from an unaffiliated and a qualified third party. Landlord responds to the request for proposal with a lease proposal and subsequently receives a written bona-fide counter proposal from the unaffiliated and qualified third party (or the third party accepts Landlord’s proposal)party. (bii) Landlord receives a written offer to lease from an unaffiliated and a qualified third party. Landlord responds to the offer with a written counter offer and subsequently receives a bona-fide counter to Landlord’s 's counter offer from the unaffiliated and qualified third party (or the third party accepts Landlord’s proposal)party.

Procedure for Offer. Subject to the terms hereof, commencing on the ROFR Effective Date, Landlord shall notify Tenant (the “First Refusal Notice”) from time-to-time when and if Landlord receives a “bona-fide third-party offer” for the First Refusal SpaceSpace (or any portion thereof). Pursuant to such First Refusal Notice, Landlord shall offer to lease to Tenant the applicable First such Refusal Space. The First Refusal Notice shall describe the First Refusal Space space so offered to Tenant and shall identify set forth all the “First Refusal Space Economic Terms,” (as that term is defined in Section 1.4.2 1.3.2, below), applicable to the First Refusal Space. For the avoidance of doubt, Landlord shall have no obligation to deliver a First Refusal Notice to Tenant with respect to any bona-fide third party offer first received by Landlord prior to the ROFR Effective Date. For purposes of this Section 1.4, a “bona-fide third-party offer” shall mean a counter-offer received by Landlord to lease First the Refusal Space from an a qualified and unaffiliated and qualified third party which Landlord would otherwise be willing to accept (but for Tenant’s or any other First Refusal Superior Right Holder’s rights) or an offer made by Landlord to a qualified and unaffiliated third party (subject to Tenant’s and any other First Refusal Superior Right Holder’s rights) which the third party is willing to accept. For purposes of example only, but not by way of limitation, the following would each constitute a bonabone-fide third-party offer: (a) 1.3.1.1. Landlord receives a request for proposal from an unaffiliated and a qualified third party. Landlord responds to the request for proposal with a lease proposal and subsequently receives a written bona-fide counter proposal from the unaffiliated and qualified third party (or the third party accepts Landlord’s proposal)party. (b) 1.3.1.2. Landlord receives a written offer to lease from an unaffiliated and a qualified third party. Landlord responds to the offer with a written counter counter-offer and subsequently receives a bona-fide counter to Landlord’s counter offer counteroffer from the unaffiliated and qualified third party (or the third party accepts Landlord’s proposal)party.

Procedure for Offer. Landlord shall notify Tenant (the “First Refusal Notice”) from time-to-time when and if Landlord receives a “bona-fide third-party offer” for all or a portion of the First Refusal Space. Pursuant to such First Refusal Notice, Landlord shall offer to lease to Tenant the applicable First Refusal Space. The First Refusal Notice shall describe the First Refusal Space, and the lease term, rent and other fundamental economic terms and conditions, including the method of measurement of rentable square feet, upon which Landlord proposes to lease such First Refusal Space and shall identify pursuant to the bona-fide third-party offer (collectively, the “First Refusal Space Terms” (as that term is defined in Section 1.4.2 belowRent”). For purposes of this Section 1.4, a “bona-fide third-party offer” shall mean a counter-offer received by Landlord to lease First Refusal Space from an unaffiliated and a qualified third party party, unaffiliated with Landlord, which Landlord would otherwise be willing to accept. For purposes of example only, the following would each constitute a bonabone-fide third-party offer: (ai) Landlord receives a request for proposal from an unaffiliated and a qualified third party. Landlord responds to the request for proposal with a lease proposal and subsequently receives a written bona-fide counter proposal from the unaffiliated and qualified third party (or the third party accepts acceptable to Landlord’s proposal). (bii) Landlord receives a written offer to lease from an unaffiliated and a qualified third party. Landlord responds to the offer with a written counter offer and subsequently receives a bona-fide counter to Landlord’s counter offer from the unaffiliated and qualified third party (or the third party accepts acceptable to Landlord’s proposal).