Common use of Refusal Right Clause in Contracts

Refusal Right. (a) If Landlord has offered the Leased Premises for sale to any third party, and Landlord has received a bona-fide written offer provided on an arms-length basis from a third-party unrelated to and affiliated with Landlord which Landlord is willing to accept (as applicable, the "BFP Offer") for either, then Landlord shall offer to sell the Leased Premises to Tenant for the specific purchase price (the "Refusal Purchase Price") and, upon such terms and conditions as are contained in the BFP Offer, indicating in such BFP Offer the party offering to purchase the Leased Premises. This right of Tenant shall be no longer of any force or effect if Tenant, once offered, declines or fails to purchase the Leased Premises unless Landlord does not consummate the sale of the Leased Premises within nine (9) months of the date of the BFP Offer in question. (b) Tenant shall have the right to accept the BFP Offer (the "Refusal Right") by giving Landlord written notice of such acceptance (the "Refusal Notice") within ten (10) days after delivery by Landlord to Tenant of the BFP Offer, and by providing Landlord, with such notice, the amount of earnest money, if any, offered in the BFP Offer, such earnesx xxxxx to be held by Landlord and applied against the Xxxxxxl Purchase Price at the closing of the purchase and sale of the Leased Premises. Time shall be of the essence with respect to said ten (10) day period and delivery of the Refusal Notice by Tenant. If Tenant shall accept the BFP Offer, Tenant shall execute any documentation reasonably required by Landlord to reflect Tenant's acceptance of the Refusal Offer. (c) If Tenant does not accept, or fails to accept, the BFP Offer in accordance with the provisions of Article 16.01(b), Landlord shall thereafter be entitled to attempt to sell the Leased Premises, upon such terms and conditions as Landlord may determine, except that if the price (the "Later Refusal Purchase Price") for which Landlord enters into a binding contract (which contract must be subject to the terms of this Article 16) ("Third Party Contract") to sell the Leased Premises, is less than ninety-five percent (95%) of the Refusal Purchase Price, then Landlord must again offer the Leased Premises to Tenant for the Later Refusal Purchase Price, by a notice to Tenant. Tenant shall have ten (10) days after such notice in which to accept, or decline to accept, the sale of the Leased Premises for the Later Refusal Purchase Price. If Tenant accepts the Later Refusal Purchase Price, then the sale of the Leased Premises shall be accomplished and consummated under the other terms of this Article 16, for the Later Refusal

Refusal Right. 38.01 Provided Tenant shall not be in default of any terms or conditions of this lease (awhich continues after the expiration of any applicable grace period after the giving of notice, it any, required hereunder) If Landlord has offered on the Leased Premises for sale to any third party, and Landlord has received a bona-fide written offer provided on an arms-length basis from a third-party unrelated to and affiliated with Landlord which Landlord is willing to accept date the Acceptance Notice (as applicablesuch term is hereinafter defined) is given, the "BFP Offer") for either, then Landlord shall offer to sell the Leased Premises to Tenant for the specific purchase price (the "Refusal Purchase Price") and, upon such terms and conditions as are contained in the BFP Offer, indicating in such BFP Offer the party offering to purchase the Leased Premises. This right of Tenant shall be no longer of any force or effect if Tenant, once offered, declines or fails to purchase the Leased Premises unless Landlord does not consummate the sale of the Leased Premises within nine (9) months of the date of the BFP Offer in question. (b) Tenant shall have the right to accept the BFP Offer of first refusal (hereinafter called the "Refusal Right") with respect to the leasing of any remaining and unlet space on the third (3rd) floor of the Building or in the space occupied by giving Barbxxx Xxxxxx xx the mezzanine (2nd) floor of the Building (hereinafter called the "Additional Location") subject, however, to any similar rights granted to any other tenants of the Building prior to the date hereof. The Refusal Right shall be exercisable in accordance with, and shall be subject to and governed by, the terms, covenants and conditions contained in this Article 38. In the event that Landlord shall receive a bona fide third party offer (which need not be a lease, but which must be binding upon the parties thereto) (hereinafter called a "Third Party Offer") to lease the Additional Location or any portion thereof, which Third Party offer Landlord desires to accept, Landlord shall send written notice (hereinafter called the "Offer Notice") to Tenant to such effect. The Offer Notice shall specify the material terms and conditions of such acceptance the Third Party offer including, without limitation, the rent payable thereunder, a description of the Additional Location, the term of the proposed letting (the "Refusal NoticeAdditional Location Term") within ten (10) days after delivery by Landlord to Tenant , and the commencement date of the BFP Offer, and by providing Landlord, with such notice, Additional Location Term (the amount of earnest money, if any, offered in the BFP Offer, such earnesx xxxxx to be held by Landlord and applied against the Xxxxxxl Purchase Price at the closing "Additional Location Term Commencement Date") Following its receipt of the purchase and sale of the Leased Premises. Time shall be of the essence Offer Notice, Tenant may exercise its Refusal Right with respect to said ten (10) day period and delivery the portion of the Refusal Notice by Tenant. If Tenant shall accept Additional Location described in the BFP OfferOffer Notice, Tenant shall execute any documentation reasonably required by Landlord to reflect Tenant's acceptance of the Refusal Offer. (c) If Tenant does not acceptif at all, or fails to acceptupon, and subject to, the BFP Offer in accordance with the provisions of Article 16.01(b), Landlord shall thereafter be entitled to attempt to sell the Leased Premises, upon such following terms and conditions as Landlord may determine, except that if the price (the "Later Refusal Purchase Price") for which Landlord enters into a binding contract (which contract must be subject to the terms of this Article 16) ("Third Party Contract") to sell the Leased Premises, is less than ninety-five percent (95%) of the Refusal Purchase Price, then Landlord must again offer the Leased Premises to Tenant for the Later Refusal Purchase Price, by a notice to Tenant. Tenant shall have ten (10) days after such notice in which to accept, or decline to accept, the sale of the Leased Premises for the Later Refusal Purchase Price. If Tenant accepts the Later Refusal Purchase Price, then the sale of the Leased Premises shall be accomplished and consummated under the other terms of this Article 16, for the Later Refusalconditions:

Refusal Right. (a) If Landlord Provided and on the condition that Tenant is not then in default and no event of default has offered the Leased Premises for sale to any third partyoccurred under this Lease, and Landlord has received Tenant shall have a bona-fide written offer provided on an arms-length basis from a third-party unrelated to and affiliated with Landlord which Landlord is willing to accept (as applicable, the "BFP Offer") for either, then Landlord shall offer to sell the Leased Premises to Tenant for the specific purchase price right of refusal (the "Refusal Purchase PriceRight") and), subject to and upon such the terms and conditions as are contained set forth below, with respect to that certain space in the BFP Offer, indicating in such BFP Offer Building and designated on Exhibit "A-1" attached hereto and by reference made a part ------------- hereof (the "Refusal Space"). Prior to entering into a lease with any other party offering to purchase the Leased Premises. This right of Tenant shall be no longer of any force or effect if Tenant, once offered, declines or fails to purchase the Leased Premises unless Landlord does not consummate the sale of the Leased Premises within nine Refusal Space, Landlord shall notify Tenant that it intends to enter into such lease (9) months of the date of the BFP Offer in question. (b) a "Refusal Notice"). Tenant shall have the right to accept exercise its Refusal Right to add the BFP Offer space identified in the Refusal Notice to the Demised Premises (with such space subject to all the terms and conditions of this Lease, except as herein expressly provided), by giving notice thereof to Landlord within ten (10) business days after the date Tenant receives the Refusal Notice. If Tenant does not so exercise its Refusal Right within such ten (10) business day period, Landlord shall have the right to lease the Refusal Space identified in the Refusal Notice free and clear of any further rights of Tenant under this Special Stipulation 2. In the event Tenant exercises its Refusal Right with respect to any Refusal Space, Landlord and Tenant shall proceed with diligence and continuity to prepare such Refusal Space for Tenant's occupancy in accordance with the provisions of this Lease applicable to the initial construction of the Demised Premises. In the event Tenant exercises a Refusal Right, as of the date (the "Commencement Date for the applicable Refusal RightSpace") which is the earlier to occur of (i) the date upon which Tenant occupies such Refusal Space for the conduct of Tenant's business (for purposes hereof, Tenant shall not be deemed to be occupying such Refusal Space for the conduct of its business merely by giving moving furniture and equipment into such Refusal Space), or (ii) the date seven (7) days after the date upon which Landlord written notice tenders such Refusal Space to Tenant after Substantial Completion of construction of such acceptance Refusal Space (as defined in Exhibit "D" attached to this Lease). Effective as of the "Commencement Date ----------- for the applicable Refusal Notice") within Space, the Base Rental and other charges payable hereunder shall be increased based upon the number of square feet of Rentable Floor Area added to the Demised Premises. During the course of construction of the improvements in such Refusal Space to be constructed pursuant to this Special Stipulation 2, Landlord shall update Tenant during weekly construction meetings on the status of construction, the anticipated completion date, and any delays in such construction. Within ten (10) days after delivery by the addition of any Refusal Space to the Demised Premises, Landlord and Tenant shall enter into an amendment evidencing the addition, but the failure or refusal of Tenant to enter into an amendment shall not impair or negate the exercise of the option or relieve Tenant of the BFP Offer, and by providing Landlord, with such notice, the amount any of earnest money, if any, offered in the BFP Offer, such earnesx xxxxx to be held by Landlord and applied against the Xxxxxxl Purchase Price at the closing of the purchase and sale of the Leased Premises. Time shall be of the essence its obligations with respect to said ten the Refusal Space added to the Demised Premises. Notwithstanding the foregoing or any other provision of this Lease to the contrary, (10a) day period and delivery Tenant may not exercise the Refusal Right unless at least forty- two (42) months shall remain in the initial Lease Term at the time of such exercise, (b) the Construction Allowance for the Refusal Space shall be the product of the Refusal Notice by Tenant. If Tenant shall accept the BFP Offer, Tenant shall execute any documentation reasonably required by Landlord to reflect Tenant's acceptance Rentable Floor Area of the applicable Refusal Offer. Space to be added to the Demised Premises, multiplied by Thirty and No/100 Dollars ($30.00), and further multiplied by a fraction, the numerator of which is the number of months remaining in the initial Lease Term following the Commencement Date for the applicable Refusal Space and the denominator of which is eighty-four (84), and (c) If Tenant does not acceptthe space planning allowance for the Refusal Space shall be the product of the Rentable Floor Area of the applicable Refusal Space to be added to the Demised Premises, or fails to acceptmultiplied by Three and No/100 Dollars ($3.00), and further multiplied by a fraction, the BFP Offer numerator of which is the number of months remaining in accordance with the provisions of Article 16.01(b), Landlord shall thereafter be entitled to attempt to sell initial Lease Term following the Leased Premises, upon such terms and conditions as Landlord may determine, except that if the price (the "Later Refusal Purchase Price") for which Landlord enters into a binding contract (which contract must be subject to the terms of this Article 16) ("Third Party Contract") to sell the Leased Premises, is less than ninety-five percent (95%) of the Refusal Purchase Price, then Landlord must again offer the Leased Premises to Tenant Commencement Date for the Later applicable Refusal Purchase Price, by a notice to Tenant. Tenant shall have ten Space and the denominator of which is eighty-four (10) days after such notice in which to accept, or decline to accept, the sale of the Leased Premises for the Later Refusal Purchase Price. If Tenant accepts the Later Refusal Purchase Price, then the sale of the Leased Premises shall be accomplished and consummated under the other terms of this Article 16, for the Later Refusal84).

Refusal Right. (a) If Landlord Provided and on the condition that Tenant is not then in default and no event of default has offered the Leased Premises for sale to any third partyoccurred under this Lease, and subject to the first refusal rights granted to the tenant under the lease between Landlord has received a bona-fide written offer provided on an arms-length basis from a third-party unrelated to and affiliated with Landlord which Landlord is willing to accept ABB Flakt, Inc. (as applicable, the "BFP OfferABB Lease") for either), then Landlord Tenant shall offer to sell the Leased Premises to Tenant for the specific purchase price have a right of refusal (the "Refusal Purchase PriceRight") and), subject to and upon such the terms and conditions as are contained set forth below, with respect to that certain space in the BFP Offer, indicating in such BFP Offer Building and designated on Exhibit "F- ----------- 1" attached hereto and by reference made a part hereof (the "Refusal Space"). -- Prior to entering into a lease with any other party offering to purchase (other than the Leased Premises. This right of Tenant shall be no longer tenant under the ABB Lease) of any force or effect if Tenant, once offered, declines or fails to purchase the Leased Premises unless Landlord does not consummate the sale of the Leased Premises within nine Refusal Space, Landlord shall notify Tenant that it intends to enter into such lease (9) months of the date of the BFP Offer in question. (b) a "Refusal Notice"). Tenant shall have the right to accept exercise its Refusal Right to add the BFP Offer space identified in the Refusal Notice to the Demised Premises (with such space subject to all the terms and conditions of this Lease, except as herein expressly provided), by giving notice thereof to Landlord within ten (10) business days after the date Tenant receives the Refusal Notice. If Tenant does not so exercise its Refusal Right within such ten (10) business day period, Landlord shall have the right to lease the Refusal Space identified in the Refusal Notice free and clear of any further rights of Tenant under this Special Stipulation 2. In the event Tenant exercises its Refusal Right with respect to any Refusal Space, Landlord and Tenant shall proceed with diligence and continuity to prepare such Refusal Space for Tenant's occupancy in accordance with the provisions of this Lease applicable to the initial construction of the Demised Premises. In the event Tenant exercises a Refusal Right, as of the date (the "Commencement Date for the applicable Refusal RightSpace") which is the earlier to occur of (i) the date upon which Tenant occupies such Refusal Space for the conduct of Tenant's business (for purposes hereof, Tenant shall not be deemed to be occupying such Refusal Space for the conduct of its business merely by giving moving furniture and equipment into such Refusal Space), or (ii) the date seven (7) days after the date upon which Landlord written notice tenders such Refusal Space to Tenant after substantial completion of construction of such acceptance (Refusal Space substantially in accordance with the provisions of Exhibit "D" attached to this Lease. Effective as of the ----------- Commencement Date for the applicable Refusal NoticeSpace, the Base Rental and other charges payable hereunder shall be increased based upon the number of rentable square feet added to the Demised Premises. Such Refusal Space shall be deemed to be substantially completed upon the issuance of a certificate of substantial completion by Landlord's architect in favor of both Landlord and Tenant certifying that the only remaining items of incomplete or defective work are items which are typically considered to be ") within punch-list" work in connection with comparable construction projects in the metropolitan Knoxville, Tennessee, area, and delivery thereof to Tenant. During the course of construction of the improvements in such Refusal Space to be constructed pursuant to this Special Stipulation 2, Landlord shall update Tenant during weekly construction meetings on the status of construction, the anticipated completion date, and any delays in such construction. Within ten (10) days after delivery by the addition of any Refusal Space to the Demised Premises, Landlord and Tenant shall enter into an amendment evidencing the addition, but the failure or refusal of Tenant to enter into an amendment shall not impair or negate the exercise of the option or relieve Tenant of the BFP Offer, and by providing Landlord, with such notice, the amount any of earnest money, if any, offered in the BFP Offer, such earnesx xxxxx to be held by Landlord and applied against the Xxxxxxl Purchase Price at the closing of the purchase and sale of the Leased Premises. Time shall be of the essence its obligations with respect to said ten the Refusal Space added to the Demised Premises. Notwithstanding the foregoing or any other provision of this Lease to the contrary, (10a) day period Tenant may not exercise the Refusal Right unless at least ninety (90) days shall remain in the initial Lease Term at the time of such exercise, and delivery (b) the Construction Allowance for the Refusal Space shall be the product of the Refusal Notice by Tenant. If Tenant shall accept the BFP Offer, Tenant shall execute any documentation reasonably required by Landlord to reflect Tenant's acceptance Rentable Floor Area of the applicable Refusal Offer. (c) If Tenant does not accept, or fails Space to accept, be added to the BFP Offer in accordance with the provisions of Article 16.01(b), Landlord shall thereafter be entitled to attempt to sell the Leased Demised Premises, upon such terms multiplied by Nine and conditions as Landlord may determine, except that if the price 50/100 Dollars (the "Later Refusal Purchase Price") for which Landlord enters into a binding contract (which contract must be subject to the terms of this Article 16) ("Third Party Contract") to sell the Leased Premises, is less than ninety-five percent (95%) of the Refusal Purchase Price, then Landlord must again offer the Leased Premises to Tenant for the Later Refusal Purchase Price, by a notice to Tenant. Tenant shall have ten (10) days after such notice in which to accept, or decline to accept, the sale of the Leased Premises for the Later Refusal Purchase Price. If Tenant accepts the Later Refusal Purchase Price, then the sale of the Leased Premises shall be accomplished and consummated under the other terms of this Article 16, for the Later Refusal$9.50).