Right of First Offer Agreement. Promptly following (a) the acquisition of the Premises by Newco or a subsidiary of Newco in accordance with Paragraph 3 hereof or (b) the taking of title to the Premises by Newco or a subsidiary or affiliate of Newco by virtue of a foreclosure on the Premises, or the taking of a deed in lieu of foreclosure on the Premises, based upon a default under the Loan Agreement, Newco shall enter, or shall cause such subsidiary, as titleholder to the Premises, to enter into, without further consideration, a Right of First/Last Offer Agreement (the "Right of First/Last Offer Agreement"), which shall be prepared by counsel to EQR OP and shall be in form and substance satisfactory to EQR OP in the exercise of EQR OP's commercially reasonable judgment, which agreement shall be in substantially the same form as the Right of First/Last Offer Agreements entered into or required to be entered into pursuant to Article 2 of that certain Agreement Regarding Palomino Park of even date herewith.
Appears in 4 contracts
Samples: Merger Agreement (Equity Residential Properties Trust), Merger Agreement (Equity Residential Properties Trust), Sonterra Agreement (Wellsford Real Properties Inc)
