Right of First Offer to Purchase. (1) Provided that the Sale is consummated as contemplated by Section 18 above, if at anytime during the term of the Lease, Landlord shall desire to sell any of the condominium units owned by Landlord in the Building (collectively, the “First Offer Space”), Tenant shall have the right of first offer (the “First Offer Right”), to purchase the First Offer Space for the same purchase price (the “Purchase Price”), and other terms and conditions, as are set forth in a notice from Landlord to Tenant (“Landlord’s Offer”), such Landlord’s Offer to reflect then current market value of the First Offer Space, in Landlord’s reasonable judgment.
(2) Tenant’s exercise of its First Offer Right shall be effective only upon written notification by Tenant to Landlord of Tenant’s exercise of the First Offer Right (the “Notice”) and its acceptance of the terms set forth in Landlord’s Offer. Such notification must be given to Landlord before the close of business on the fifth (5th) full business day after Tenant’s receipt of Landlord’s Offer (provided, however, that in no event shall Tenant’s First Offer Right apply to (i) a sale of the First Offer Space, or ownership interest therein, together with any other property, or ownership interest in property, of Landlord, or that of any parent, subsidiary, affiliate, principal, or member of Landlord, (ii) any sale or other transfer of the First Offer Space, or ownership interest therein, in connection with any internal reorganization or other such transaction resulting in the transfer of the First Offer Space, or ownership interest therein, from Landlord to a parent, subsidiary, affiliate, principal, or member of Landlord, or between any such parties, or (iii) any sale of the First Offer Space, or ownership interest therein, arising out of a foreclosure, bankruptcy, judicial decree, or other such similar circumstance). Landlord’s Offer shall set forth the terms of such third party offer or which Landlord is willing to accept. Time is of the essence with respect to Tenant’s exercise of its rights under this Section 19, and Tenant acknowledges that Landlord requires strict adherence to the requirement that the Notice be timely made and in writing.
(3) In the event Tenant fails to so notify Landlord within said five (5) business day period, Landlord shall be free to offer said First Offer Space to a third party on any terms whatsoever, and this First Offer Right shall be null and void and of no further force and effect.
(4) In the event...
Right of First Offer to Purchase. Prior to Lessor accepting any offer to sell Premises or any part thereof, Lessor shall give Lessee written notice of such offer and Lessee shall have the opportunity to purchase the Premises or the part thereof offered for sale on the terms and conditions set forth in the notice of offer. Lessee shall have the option, which may be exercised by written notice to Lessor at any time within fifteen (15) days from the receipt of the Lessor's notice to sell Premises or portion thereof specified in the notice to Lessee. If Lessee fails to exercise its option within the 15-day period, Lessor shall have 270 days thereafter to sell the Premises or portion thereof in the notice, but in no case on terms more favorable than those offered to Lessee. If Lessor elects, within 270 days of Lessor's notice, to sell the Premises or portion thereof to a third party on terms more favorable to the third party purchaser than the terms set forth in the above offer, then Lessor must re-offer the Premises or portion thereof on the same terms and conditions offered to the third party purchaser ("Lessor's Second Notice"). Lessee shall have five (5) business days from Lessee's receipt of Lessor's Second Notice to elect to purchase Premises or portion thereof. If Lessee does not respond in writing accepting all terms and conditions, Lessor shall thereafter be entitled to sell the Premises or portion thereof to the third party on the terms and conditions set forth in Lessor's Second Notice or on other terms and conditions at least as favorable to Lessor as said terms and conditions in Lessor's Second Notice for a period of 270 days. After 270 days Lessee's Right of First Offer to Purchase shall again be in effect for the Premises or portion thereof. Notwithstanding the above, Lessee's Right of First Offer to Purchase herein shall be null and void if the sale of Premises involves Lessor's entire portfolio or a portion thereof exceeding 900,000 sq.ft.. Any sale as provided in this paragraph shall void any future purchase rights under this Section 43.
Right of First Offer to Purchase. If Landlord intends to sell the Property during the Lease Term, and provided no Event of Default then exists, Tenant shall have a right of first offer to purchase the Property ("Tenant's Right of First Offer to Purchase") on the terms and conditions at which Landlord proposes to sell the Property to a third party. Landlord shall give Tenant written notice of its intent to sell and shall indicate the terms and conditions (including the sale price) upon which Landlord intends to sell the Property to a third party. Tenant shall thereafter have sixty (60) days to elect in writing to purchase the Property and execute a Purchase and Sale Agreement with respect thereto and shall have an additional fifty (50) days to close on the acquisition of the Property on the terms and conditions set forth in the notice provided by Landlord to Tenant; provided that prior to the execution of a binding purchase and sale agreement, Landlord shall retain the right to elect not to sell the Property. If Tenant does not elect to purchase the Property, then Landlord shall be free to sell the Property to a third party. However, if the price at which Landlord intends to sell the Property to a third party is less than 95% of the price set forth in the notice provided by Landlord to Tenant, then Landlord shall again offer Tenant the right to acquire the Property upon the same terms and conditions, provided that Tenant shall have only thirty (30) days thereafter to complete the acquisition at such price, terms and conditions.
Right of First Offer to Purchase. Tenant shall have a right of first offer (the "Purchase Right") to purchase the Building upon the following terms and conditions:
43.1. In the event that Landlord desires to sell the Building, no less than ten (10) days prior to actively marketing the Building, Landlord shall deliver to Tenant written notice (the "Sale Notice") of Landlord's intent to sell the Building, together with the terms and conditions under which Landlord is prepared to sell the Building. Tenant shall have ten (10) days following delivery of the Sale Notice to deliver to Landlord written notification of Tenant's exercise of the Purchase Right upon the terms and conditions of the Sale Notice. In the event Tenant fails to timely deliver such notice, or if on the date which is thirty (30) days after the delivery of the Sale Notice, Landlord and Tenant have failed to agree upon any of the terms of the purchase agreement for the Building after negotiating in good faith, Tenant shall be deemed to have waived any right to purchase the Building and Landlord may thereafter sell the Building to any third party free of the Purchase Right; provided, however, that in the event Tenant does not purchase the Building following timely exercise of the Purchase Right due to a failure of Landlord and Tenant to agree upon the terms of the purchase agreement, any purchaser who subsequently acquires title to the Building shall acquire such title subject to the Purchase Right and Tenant's rights in connection therewith.
43.2. In the event that Tenant and Landlord enter into a purchase agreement following the timely exercise of the Purchase Right, the purchase and sale of the Building shall close no sooner than the date which is nine (9) months, and no later than the date which is twelve (12) months, following receipt by Landlord of Tenant's election to exercise the Purchase Right.
43.3. Notwithstanding the above, the Purchase Right shall not be in effect and may not be exercised by Tenant during any period of time that Tenant is in Default under any provision of the Lease (provided, however, that notwithstanding the foregoing Tenant may, as a condition to exercising the Purchase Right, cure any Default due to failure to any Rent or other sum due Landlord).
Right of First Offer to Purchase. Tenant shall be granted a right of first offer to negotiate for the purchase of the Building. Landlord agrees to provide Tenant with written notice of the availability of the Building for sale and offer the Building in its entirety to Tenant on such terms and conditions as Landlord would offer to third parties, as determined by Landlord in its sole and absolute discretion, prior to marketing said space to third parties. Tenant shall have sixty (60) days from the date of Landlord’s Notice to respond in writing to the same. If Landlord has not received a written response by the end of said sixty (60) day period or if Tenant declines to accept Landlord’s offer or makes a counteroffer which Landlord shall reject, in writing, as unacceptable in Landlord’s sole and absolute discretion, Landlord shall thereafter be free to market the Building and sell the Building for not less than the counter-offer submitted by Tenant If Landlord and Tenant agree on terms for the sale of the Building, but are subsequently unable, in good faith, to consummate an agreement with respect thereto acceptable to both Landlord and Tenant, Landlord shall thereafter be free to market the Building and sell the Building on such terms and conditions as landlord shall determine, in its sole and absolute discretion, without any further obligation to offer said Building again to Tenant.
Right of First Offer to Purchase. The Lease contains a right of first offer to purchase the Premises or interests therein, as more particularly described in Article 44 of the Lease.
Right of First Offer to Purchase. During the term of this Lease, Landlord shall not sell fee title to the Building to any unaffiliated third party or parties, without first offering to sell the Building to Tenant upon the terms, covenants and conditions set forth in this Paragraph 38; provided, however, that as provided below this ------------ Paragraph 38 may cease to be of any force or effect prior to the expiration or ------------ earlier termination of the term of this Lease. Notwithstanding any provision of this Lease to the contrary, the provisions of this Paragraph 38 shall not apply ------------ to, and Tenant shall have absolutely no rights in connection with, any of the following: (i) any and all transfers of all or any portion of the Building, or any interest therein, by means of judicial foreclosure, trustee's sale, deed in lieu of foreclosure or similar conveyance, (ii) any and all transfers or conveyances of any ownership interests in Landlord or any of the parties or entities comprising Landlord (including without limitation transfers of partnership interests, membership interests, and shares of common and/or preferred stock), (iii) any and all transfers of tenancy-in-common interests in the Building by Landlord to, or by and among, the parties or entities comprising Landlord, (iv) the creation of any liens, encumbrances or security interests or the transfer of any interest in the Building for security purposes, and (v) the transfer of all or any portion of the Building, or any interest in the Building, to any Affiliate of Landlord or any partner, member or shareholder of Landlord.
Right of First Offer to Purchase. Subject to the terms and conditions set forth in this Paragraph 17, upon a Triggering Transfer (as defined in Paragraph 17(a)(v) below), Lessee shall have a recurring right of first offer (“Purchase ROFO”) with respect to the applicable Offered Building (as defined Paragraph 17(b) below).
(a) As used herein, the following terms shall have the meanings ascribed thereto below:
Right of First Offer to Purchase. During the term of the Lease (or any extensions thereof), provided that Tenant is not in default under any of the terms or conditions of this Lease beyond applicable notice and cure periods, prior to selling the Premises to any third party or listing the Premises for sale, Landlord shall first deliver a written offer (“Offer”) to Tenant setting forth the terms upon which Landlord proposes to offer to sell the Premises to third parties, and Tenant shall have the right for a period of ten (10) business days after receipt of the Offer, to elect to purchase the Premises on the exact terms and conditions set forth in the Offer by delivery of a written notice to Landlord accepting the offer (the “Acceptance”). If Tenant does not timely deliver the Acceptance of the Offer without any modification, then Landlord shall be free to sell the Premises to a third party on the exact terms and conditions set forth in the Offer. Prior to Landlord offering the Premises for sale or entering into a purchase contract on terms different than those set forth in the Offer, Landlord shall deliver an updated written Offer setting forth such revised terms and the foregoing process shall be repeated. If Tenant timely accepts the Offer (as evidenced by its timely delivery to Landlord of the
Right of First Offer to Purchase. Landlord shall notify Tenant of its intent to market the Property for sale, and shall accord Tenant thirty (30) days from the date of notice (which notice shall include the purchase price to be sought by Landlord) to reach agreement with Landlord on terms and conditions of sale, in which event, the parties will enter into a contract memorializing such terms and proceed to closing. If the parties do not reach agreement within such thirty (30) day period, Landlord shall have the absolute right to sell the Property to any other party on such terms and conditions as may be acceptable to Landlord in its sole discretion.
