Common use of Procedure for Offer Clause in Contracts

Procedure for Offer. From and after the Effective Date, Lessor shall notify Lessee (the “First Offer Notice”) from time to time when any First Offer Space has Become Available for lease to third parties, provided that no Superior Rights Holder wishes to exercise a Superior Right (as such terms are defined in Paragraph 7(c) below) to lease such First Offer Space and that such right of first offer has not otherwise terminated as set forth in Paragraph 7(f) below. Pursuant to such First Offer Notice, Lessor shall offer to lease to Lessee the First Offer Space which has then Become Available. The First Offer Notice shall describe the First Offer Space so offered to Lessee and shall set forth the base rent, additional rent, the term for such lease of the First Offer Space, any tenant improvement allowance, relocation allowance, free rent period or similar economic enhancements or inducements to the prospective tenant, and the extent to which operating expenses, taxes and insurance are to be charged to the prospective tenant (collectively, the “First Offer Effective Rent”) and any expansion rights, rights of first offer to lease or extension rights (the “First Offer Renewal/Expansion Rights”) and such other lease terms upon which Lessor is willing to lease such First Offer Space to Lessee (the First Offer Effective Rent, the First Offer Renewal/Expansion Rights and such other terms are referred to herein as the “First Offer Terms”). The First Offer Terms shall be the then prevailing fair market rent and other terms which Lessor intends to offer the First Offer Space for lease to third parties.

Procedure for Offer. From and after the Effective Date, Lessor Landlord shall notify Lessee Tenant (the a “First Offer Notice”) from time to time when any the First Offer Space has Become or any portion thereof (the “Available First Offer Space”) becomes available for lease to third parties, provided that no Superior Rights Holder wishes to exercise a Superior Right (as such terms are defined in Paragraph 7(c) below) to lease such First Offer Space and that such right of first offer has not otherwise terminated as set forth in Paragraph 7(f) below. Pursuant to such First Offer Notice, Lessor Landlord shall offer to lease to Lessee Tenant the Available First Offer Space which has then Become AvailableSpace. The A First Offer Notice shall describe the Available First Offer Space so offered to Lessee and shall set forth the base rent, additional rent, annual Rent payable by Tenant for the term for such lease of the Available First Offer Space, any tenant improvement allowance, relocation allowance, free rent period or similar economic enhancements or inducements to the prospective tenant, and the extent to which operating expenses, taxes and insurance are to be charged to the prospective tenant (collectively, the “First Offer Effective Rent”) and any expansion rights, rights of first offer to lease or extension rights Space (the “First Offer Renewal/Expansion RightsRent”) ), the delivery date of the Available First Offer Space, the length of the term for the Available First Offer Space and such the other lease terms upon which Lessor Landlord is willing to lease such the Available First Offer Space. The rentable square footage of the Available First Offer Space shall be deemed to Lessee (be as set forth in the First Office Notice. For the avoidance of doubt and notwithstanding any term to the contrary herein, the terms of the First Offer Effective RentNotice shall apply to the 331 Premises, the First Offer Renewal/Expansion Rights and such other terms are referred if Tenant exercises its right of first offer as to herein as the “First Offer Terms”). The First Offer Terms shall be the then prevailing fair market rent and other terms which Lessor intends to offer the First Offer Space for in accordance with this Section 43, then Tenant’s lease to third partiesof the 331 Premises under this Lease shall be amended such that the terms of the First Offer Notice shall govern any Tenant’s leasing of the 331 Premises.

Procedure for Offer. From and after the Effective Date, Lessor Landlord shall notify Lessee Tenant (the “‘First Offer Notice”’) from time to time when any if the First Offer Space has Become Available (or any portion thereof) becomes available for lease to third parties, parties (provided that no Superior Rights Holder wishes to exercise a the Superior Right Holders do not wish to lease such space and provided further that Tenant’s lease of the applicable First Offer Space would be for one (as such terms are defined in Paragraph 7(c1) belowyear or more) and either (i) Landlord receives a “bona-fide offer” from a third party for all or a portion of the First Offer Space, and/or (ii) Landlord intends to make a bona-fide offer to a third party for all or a portion of the First Offer Space. For purposes of this Section 1.2.1, a ‘bona-fide offer’ shall mean an offer sent or received by Landlord or counter-offer sent or received by Landlord (which shall include the sending or receipt of a space plan, lease proposal or a letter of intent) to lease such First Offer Space and that such right of first offer has not (or any portion thereof) to or from a qualified third party which Landlord would otherwise terminated as set forth in Paragraph 7(f) belowbe willing to accept. Pursuant to such First Offer Notice, Lessor Landlord shall offer to lease to Lessee Tenant the First Offer Space which has then Become Available(or the applicable portion thereof). The First Offer Notice shall describe the First Offer Space space so offered to Lessee Tenant and shall set forth the base rent, additional rent, the term for such lease of the ‘First Offer SpaceRent,’ as that term is defined in Section 1.2.3, any tenant improvement allowance, relocation allowance, free rent period or similar economic enhancements or inducements to below. In the prospective tenant, and the extent to which operating expenses, taxes and insurance are to be charged to the prospective tenant (collectively, the “First Offer Effective Rent”) and any expansion rights, rights of first offer to lease or extension rights (the “First Offer Renewal/Expansion Rights”) and such other lease terms upon which Lessor is willing to lease such First Offer Space to Lessee (the First Offer Effective Rent, the First Offer Renewal/Expansion Rights and such other terms are referred to herein as the “First Offer Terms”). The First Offer Terms shall be the then prevailing fair market rent and other terms which Lessor intends to offer event that the First Offer Space for becomes available to lease to third partiesparties (provided that the Superior Right Holders do not wish to lease such space), and Tenant desires to lease the First Offer Space (or the applicable portion thereof) from Landlord pursuant to the terms of this Section 1.2, Tenant may elect to do so upon written notice thereof to Landlord in accordance with Section 1.2.2 below.

Procedure for Offer. From and after the Effective Date, Lessor Landlord shall notify Lessee Tenant (the “First Offer Notice”) from time to time when as soon as Landlord determines that any portion of the First Offer Space has Become Available will become available for lease to third partiesparties provided, provided that no Superior Rights Holder wishes to exercise a Superior Right however, such notification shall be given not earlier than the date which is twelve (as such terms are defined in Paragraph 7(c12) below) to lease months before the actual date of physical availability of such First Offer Space and that such right of first offer has not otherwise terminated as set forth in Paragraph 7(f) belowSpace. Pursuant to such First Offer Notice, Lessor Landlord shall offer to lease to Lessee the Tenant such First Offer Space which has then Become AvailableSpace. The First Offer Notice shall describe the First Offer Space space so offered to Lessee Tenant, shall set forth the “First Offer Rent,” as that term is defined in this Section 1.6.1, below, and shall set forth the base rent, additional rent, other terms upon which Landlord is willing to lease such space to Tenant. The rent payable by Tenant for the term First Offer Space (the “First Offer Rent”) shall be at the “Fair Market Rent” for such lease of the First Offer Space, any tenant improvement allowanceas that term is defined in Section 2.2.1.3 of this Lease. Notwithstanding the foregoing, relocation allowanceupon request by Tenant, free rent period or similar economic enhancements or inducements Landlord shall, within five (5) business days thereafter, provide to the prospective tenant, and the extent to which operating expenses, taxes and insurance are to be charged to the prospective tenant (collectively, the “First Offer Effective Rent”) and any expansion rights, rights of first offer to lease or extension rights Tenant in writing a listing (the “Available Space List”) of the First Offer Renewal/Expansion Rights”Space that is then available for leasing or which Landlord reasonably believes will become available for leasing in the twenty-four (24) month period following the date of Tenant’s request, and such other lease terms upon which Lessor is willing Available Space List shall set forth the existing term expiration date, the number of any renewal options and their respective exercise mechanisms and dates, the term of any renewal options, and a description of the specific additional space rights relating to lease the First Offer Space, for each then existing lease. Thereafter, Tenant may request that Landlord deliver to Tenant a First Offer Notice as to any such First Offer Space to Lessee (on the Available Space List, and Landlord shall deliver a First Offer Effective Rent, the First Offer Renewal/Expansion Rights and such other terms are referred to herein as the “First Offer Terms”). The First Offer Terms shall be the then prevailing fair market rent and other terms which Lessor intends to offer the First Offer Space for lease to third partiesNotice within five (5) business days of Tenant’s Notice.

Procedure for Offer. From and after the Effective Date, Lessor shall notify Lessee (the a “First Offer Notice”) from time to time when any the First Offer Space has Become Available or any portion thereof becomes “Available,” as that term is defined hereinbelow, for lease to third parties, provided that no Superior Rights Right Holder wishes to exercise a Superior Right (as such terms are defined in Paragraph 7(c) below) to lease such First Offer Space and that such right of first offer has not otherwise terminated as set forth in Paragraph 7(f) belowspace. Pursuant to such First Offer Notice, Lessor shall offer to lease to Lessee the then available First Offer Space which has then Become AvailableSpace. The A First Offer Notice shall describe the First Offer Space space so offered to Lessee and shall set forth Lessor’s good faith determination of the base rent“Fair Rental Value,” as that term is defined in Section 10.3, additional rentbelow, the term for such lease of the First Offer Space, any tenant improvement allowance, relocation allowance, free rent period or similar economic enhancements or inducements to the prospective tenant, Space and the extent to which operating expenses, taxes and insurance are to be charged to the prospective tenant (collectively, the “First Offer Effective Rent”) and any expansion rights, rights of first offer to lease or extension rights (the “First Offer Renewal/Expansion Rights”) and such other lease economic terms upon which Lessor is willing to lease such space to Lessee. The rentable square footage of the space so offered to Lessee shall be as set forth in the First Offer Notice. Except as otherwise set forth in this Section 10 or in the First Offer Notice, Lessee’s leasing of First Offer Space shall be subject to Lessee (all of the First Offer Effective Rentterms and conditions of the Lease. For purposes of this Section 10, the First Offer Renewal/Expansion Rights and Space, or a portion thereof, shall be deemed to become “Available” when Lessor has determined that the third-party tenant of such other terms are referred to herein as the “First Offer Terms”). The Space, or a portion thereof, and any occupant of such First Offer Terms shall be Space, or a portion thereof, claiming under such third-party tenant, will not extend or renew the then prevailing fair market rent and other terms which Lessor intends to offer the term of its lease, or enter into a new lease, for such First Offer Space for lease to third partiesSpace, or a portion thereof.

Procedure for Offer. From and after the Effective Date, Lessor shall notify Lessee (the a “First Offer Notice”) from time to time when any the First Offer Space has Become Available or any portion thereof becomes “Available,” as that term is defined hereinbelow, for lease to third parties, provided that no Superior Rights Right Holder wishes to exercise a Superior Right (as such terms are defined in Paragraph 7(c) below) to lease such First Offer Space and that such right of first offer has not otherwise terminated as set forth in Paragraph 7(f) belowspace. Pursuant to such First Offer Notice, Lessor shall offer to lease to Lessee the then available First Offer Space which has then Become AvailableSpace. The A First Offer Notice shall describe the First Offer Space space so offered to Lessee Xxxxxx and shall set forth Lessor’s good faith determination of the base rent“Fair Rental Value,” as that term is defined in Section 10.3, additional rentbelow, the term for such lease of the First Offer Space, any tenant improvement allowance, relocation allowance, free rent period or similar economic enhancements or inducements to the prospective tenant, Space and the extent to which operating expenses, taxes and insurance are to be charged to the prospective tenant (collectively, the “First Offer Effective Rent”) and any expansion rights, rights of first offer to lease or extension rights (the “First Offer Renewal/Expansion Rights”) and such other lease economic terms upon which Lessor is willing to lease such space to Lessee. The rentable square footage of the space so offered to Lessee shall be as set forth in the First Offer Notice. Except as otherwise set forth in this Section 10 or in the First Offer Notice, Xxxxxx’s leasing of First Offer Space shall be subject to Lessee (all of the First Offer Effective Rentterms and conditions of the Lease. For purposes of this Section 10, the First Offer Renewal/Expansion Rights and Space, or a portion thereof, shall be deemed to become “Available” when Lessor has determined that the third-party tenant of such other terms are referred to herein as the “First Offer Terms”). The Space, or a portion thereof, and any occupant of such First Offer Terms shall be Space, or a portion thereof, claiming under such third-party tenant, will not extend or renew the then prevailing fair market rent and other terms which Lessor intends to offer the term of its lease, or enter into a new lease, for such First Offer Space for lease to third partiesSpace, or a portion thereof.