Right of First Offer to Purchase Building. Provided that no Default has occurred and is then continuing, Landlord hereby grants to Tenant a right of first offer (the "Building Purchase Offer") to purchase the Building, subject to the terms and conditions set forth herein. (a) The term of the Building Purchase Offer shall commence as of the date hereof and shall continue throughout the initial Lease Term, unless sooner terminated pursuant to the terms hereof. Notwithstanding anything contained herein to the contrary, in the event the Lease is terminated or expires prior to the exercise of the Building Purchase Offer by Tenant, then the Building Purchase Offer shall terminate. (b) Prior to offering the Building for sale to a third party, Landlord shall deliver to Tenant a written notice that Landlord intends to list the Building for sale (the " Building Notice to Sell"), which Building Notice to Sell shall specify, among other things, the purchase price for the Building and the terms of payment (the "Building Purchase Price") and the closing date. Tenant shall have fifteen (15) days after receipt of the Building Notice to Sell to deliver an offer to Landlord offering to purchase the Building (the " Building Notice of Purchase") for the Building Purchase Price and on the terms set forth in the Building Notice to Sell. The negotiation and execution of a mutually acceptable purchase and sale agreement, based on Landlord's standard form, must occur no more than thirty (30) calendar days after the date on which Tenant gives Landlord the Building Notice of Purchase. Landlord and Tenant agree to negotiate said purchase and sale agreement during said 30-day period in good faith; provided, however, that Tenant acknowledges that the purchase and sale agreement will provide that the contemplated purchase and sale is subject to approval thereof by Landlord's investment committee on or before the expiration of any applicable inspection period set forth therein. (c) If Tenant fails or elects not to give the Building Notice of Purchase within said fifteen (15) day period, then this Building Purchase Offer shall terminate and Landlord may proceed to offer to sell the Building, and may thereafter sell the Building, without any longer being subject to this Purchase Offer. (d) If Tenant elects to give the Building Notice of Purchase within said fifteen (15) day period, but a mutually acceptable purchase and sale agreement is not executed, delivered and accepted by and between Landlord and Tenant within the thirty (30) calendar day period referenced in subsection (b) above, then this Building Purchase Offer shall terminate and Landlord may proceed to offer to sell the Building, and may thereafter sell the Building, without any longer being subject to this Building Purchase Offer. (e) The following transactions by Landlord shall be excluded from the Building Purchase Offer: (i) A transfer of the Building from Landlord to a joint venture partner of Landlord, or from one joint venture partner of Landlord to another joint venture partner of Landlord, or a transfer of the Building to an entity controlled by Landlord or a joint venture partner of Landlord; (ii) A transfer of the Building to an industrial development authority or other governmental or quasi-governmental agency (collectively, the "Agency") as part of a tax reduction or tax abatement program in which Landlord leases the Building back from the Agency and then subleases to a tenant; (iii) A sale of the Building to the appropriate condemning authority pursuant to eminent domain or under threat of eminent domain; or (iv) If Landlord creates a security interest in the Building as collateral for a loan. (f) This Building Purchase Offer shall be null and void and terminate if Tenant is a holdover Tenant pursuant to Section 2.04 of the Lease. (g) Pursuant to a commission agreement between Landlord and X.X. Xxxxxxx & Co., Inc., a Missouri corporation ("Xxxxxxx"), in the event that Tenant exercises its right of first offer to purchase as set forth in this Section 17.05, Xxxxxxx will be paid a commission of one and one-half percent (1.5%) of the total Purchase Price, which commission shall be paid out of the Building Purchase Price. (h) This Right of First Offer to Purchase the Building is personal to Tekelec or any Permitted Transferee as provided in Section 11.02 and shall not inure to the benefit of any other successor or assign.
Appears in 2 contracts
Samples: Office Lease (Tekelec), Office Lease (Tekelec)
Right of First Offer to Purchase Building. A. Provided that no Default has occurred and is then continuingthe Conditions are met, Landlord hereby grants shall notify Tenant in writing (“Landlord’s Notice”) of its intent to sell the Building, before marketing the Building for sale or entering into a purchase and sale agreement with an unrelated third party for the Building. Tenant a right shall have five (5) business days from its receipt of first offer (the "Building Purchase Offer") Landlord’s Notice to deliver to Landlord written notice of its desire to purchase the Building, subject . In the event Tenant gives notice to Landlord that it desires to purchase the Building and Tenant desires to negotiate the terms and conditions set forth herein.
(a) The term of the Building Purchase Offer shall commence as of the date hereof and shall continue throughout the initial Lease Term, unless sooner terminated pursuant to the terms hereof. Notwithstanding anything contained herein to the contrary, specified in the event the Lease is terminated or expires prior to the exercise of the Building Purchase Offer by Tenant, then the Building Purchase Offer shall terminate.
(b) Prior to offering the Building for sale to a third party, Landlord shall deliver to Tenant a written notice that Landlord intends to list the Building for sale (the " Building Notice to Sell"), which Building Notice to Sell shall specify, among other thingsLandlord’s notice, the purchase price for the Building and the terms parties will have a period of payment (the "Building Purchase Price") and the closing date. Tenant shall have fifteen (15) days after receipt during which they will negotiate in good faith the terms and conditions of the Building Notice to Sell to deliver an offer to Landlord offering purchase of the Building. In the event the parties do not reach agreement on the terms and conditions to purchase the Building (the " Building Notice of Purchase") for the Building Purchase Price and on the terms set forth in the Building Notice to Sell. The negotiation and execution of a mutually acceptable purchase and sale agreement, based on Landlord's standard form, must occur no more than thirty (30) calendar days after the date on which Tenant gives Landlord the Building Notice of Purchase. Landlord and Tenant agree to negotiate said purchase and sale agreement during said 30-day period in good faith; provided, however, that Tenant acknowledges that the purchase and sale agreement will provide that the contemplated purchase and sale is subject to approval thereof by Landlord's investment committee on or before the expiration of any applicable inspection period set forth therein.
(c) If Tenant fails or elects not to give the Building Notice of Purchase within said such fifteen (15) day period, then such failure shall be conclusively deemed a waiver of Tenant’s right to purchase the Building, whereupon Tenant shall have no further rights with respect to purchasing the Building pursuant to this Building Purchase Offer shall terminate Section 5 and Landlord may proceed to offer shall be free to sell the BuildingBuilding to a third party. In the event Tenant fails to notify Landlord of its acceptance within said five (5) business day period, such failure shall be conclusively deemed a waiver of Tenant’s right of first offer and may thereafter sell a rejection of the Building, without any longer being subject whereupon Tenant shall have no further rights with respect to this Purchase Offer.
(d) If Tenant elects to give the Building Notice of Purchase within said fifteen (15) day periodand Landlord shall be free to sell the Building to a third party. In the event Tenant agrees to purchase the Building on the terms and conditions specified in the Landlord’s Notice, but Tenant and Landlord shall enter into a mutually acceptable satisfactory purchase and sale agreement is not executed, delivered and accepted by and between Landlord and Tenant within the thirty (30) calendar day period referenced in subsection (b) above, then this Building Purchase Offer shall terminate and Landlord may proceed to offer to sell the Building, and may thereafter sell the Building, without any longer being subject to this Building Purchase Offerdays of receipt of Landlord’s Notice.
(e) The following transactions by Landlord shall be excluded from the Building Purchase Offer:
(i) A transfer of the Building from Landlord to a joint venture partner of Landlord, or from one joint venture partner of Landlord to another joint venture partner of Landlord, or a transfer of the Building to an entity controlled by Landlord or a joint venture partner of Landlord;
(ii) A transfer of the Building to an industrial development authority or other governmental or quasi-governmental agency (collectively, the "Agency") as part of a tax reduction or tax abatement program in which Landlord leases the Building back from the Agency and then subleases to a tenant;
(iii) A sale of the Building to the appropriate condemning authority pursuant to eminent domain or under threat of eminent domain; or
(iv) If Landlord creates a security interest in the Building as collateral for a loan.
(f) This Building Purchase Offer shall be null and void and terminate if Tenant is a holdover Tenant pursuant to Section 2.04 of the Lease.
(g) Pursuant to a commission agreement between Landlord and X.X. Xxxxxxx & Co., Inc., a Missouri corporation ("Xxxxxxx"), in the event that Tenant exercises its right of first offer to purchase as set forth in this Section 17.05, Xxxxxxx will be paid a commission of one and one-half percent (1.5%) of the total Purchase Price, which commission shall be paid out of the Building Purchase Price.
(h) B. This Right of First Offer to Purchase purchase the Building is personal to Tekelec or any Permitted Transferee as provided in Section 11.02 the Tenant named herein and shall not inure to become null and void upon the benefit occurrence of any other successor an assignment of the Lease or assigna sublet of all or a part of the Leased Premises.
Appears in 2 contracts
Samples: Lease Agreement (Container Store Group, Inc.), Lease Agreement (Container Store Group, Inc.)
Right of First Offer to Purchase Building. Provided that no Default has occurred and is then continuing, Landlord hereby grants to Tenant a right of first offer (the "Building Purchase Offer") to purchase the Building, subject to the terms and conditions set forth herein.
(a) The term of the Building Purchase Offer shall commence as of the date hereof and shall continue throughout the initial Lease Term, unless sooner terminated pursuant to the terms hereof. Notwithstanding anything contained herein to the contrary, in the event the Lease is terminated or expires prior to the exercise of the Building Purchase Offer by Tenant, then the Building Purchase Offer shall terminate.
(b) Prior to offering the Building for sale to a third party, Landlord shall deliver to Tenant a written notice that Landlord intends to list the Building for sale (the " Building Notice to Sell"), which Building Notice to Sell shall specify, among other things, the purchase price for the Building and the terms of payment (the "Building Purchase Price") and the closing date. Tenant shall have fifteen (15) days after receipt of the Building Notice to Sell to deliver an offer to Landlord offering to purchase the Building (the " Building Notice of Purchase") for the Building Purchase Price and on the terms set forth in the Building Notice to Sell. The negotiation and execution of a mutually acceptable purchase and sale agreement, based on Landlord's standard form, must occur no more than thirty (30) calendar days after the date on which Tenant gives Landlord the Building Notice of Purchase. Landlord and Tenant agree to negotiate said purchase and sale agreement during said 30-day period in good faith; provided, however, that Tenant acknowledges that the purchase and sale agreement will provide that the contemplated purchase and sale is subject to approval thereof by LandlordXxxxxxxx's investment committee on or before the expiration of any applicable inspection period set forth therein.
(c) If Tenant fails or elects not to give the Building Notice of Purchase within said fifteen (15) day period, then this Building Purchase Offer shall terminate and Landlord may proceed to offer to sell the Building, and may thereafter sell the Building, without any longer being subject to this Purchase Offer.
(d) If Tenant elects to give the Building Notice of Purchase within said fifteen (15) day period, but a mutually acceptable purchase and sale agreement is not executed, delivered and accepted by and between Landlord and Tenant within the thirty (30) calendar day period referenced in subsection (b) above, then this Building Purchase Offer shall terminate and Landlord may proceed to offer to sell the Building, and may thereafter sell the Building, without any longer being subject to this Building Purchase Offer.
(e) The following transactions by Landlord shall be excluded from the Building Purchase Offer:
(i) A transfer of the Building from Landlord to a joint venture partner of Landlord, or from one joint venture partner of Landlord to another joint venture partner of Landlord, or a transfer of the Building to an entity controlled by Landlord or a joint venture partner of Landlord;
(ii) A transfer of the Building to an industrial development authority or other governmental or quasi-governmental agency (collectively, the "Agency") as part of a tax reduction or tax abatement program in which Landlord leases the Building back from the Agency and then subleases to a tenant;
(iii) A sale of the Building to the appropriate condemning authority pursuant to eminent domain or under threat of eminent domain; or
(iv) If Landlord creates a security interest in the Building as collateral for a loan.
(f) This Building Purchase Offer shall be null and void and terminate if Tenant is a holdover Tenant pursuant to Section 2.04 of the Lease.
(g) Pursuant to a commission agreement between Landlord and X.X. Xxxxxxx & Co., Inc., a Missouri corporation ("Xxxxxxx"), in the event that Tenant exercises its right of first offer to purchase as set forth in this Section 17.05, Xxxxxxx will be paid a commission of one and one-half percent (1.5%) of the total Purchase Price, which commission shall be paid out of the Building Purchase Price.
(h) This Right of First Offer to Purchase the Building is personal to Tekelec or any Permitted Transferee as provided in Section 11.02 and shall not inure to the benefit of any other successor or assign.fifteen
Appears in 1 contract
Samples: Office Lease
Right of First Offer to Purchase Building. Provided that no Default has occurred (a) At any time during the Base Term, as extended hereby, Sublessor desires to sell the Building to any third-party (a “Proposed Sale”), then Sublessor shall give Sublessee written notice (“Offer Notice”) of the proposed selling price which Sublessor intends to offer and is then continuing, Landlord hereby grants to Tenant a right of first offer accept (the "“Proposed Sale Price”), together with any other material terms or conditions that Sublessor intends to give or require in connection with such Proposed Sale (collectively, the “Proposed Sale Terms”) and, Sublessor shall offer to sell to Sublessee the Building Purchase Offer"for the Proposed Sale Price and on the Proposed Sale Terms, as may be applicable.
(b) Sublessee shall have a period of thirty (30) days from the date of receipt of the Offer Notice (“Offer Period”) in which to accept such offer and agree to purchase the Building, subject Building on the Proposed Sale Terms. Any such acceptance by Sublessee shall be in writing. If Sublessee accepts such offer specified in the Offer Notice in accordance with the foregoing provisions Sublessor shall be bound to sell the Building on the terms and conditions set forth herein.
in the Offer Notice, and Sublessee shall be bound to purchase the Building in accordance with such Offer Notice, unless during the thirty (a30) The term days following Sublessee’s acceptance (the “Inspection Period”), Sublessee determines, in its reasonable judgment, that there are matters related to the Building that are unsatisfactory to Sublessee. If Sublessee determines that there are any such unsatisfactory conditions, Sublessee shall notify Sublessor in writing prior to the expiration of the Building Purchase Offer shall commence as of the date hereof Inspection Period and shall not be obligated to purchase the Building. Upon such failure to accept such offer, or the termination of such acceptance as provided for herein, the Sublease, as amended hereby, shall continue throughout in full force and effect but the initial Lease Term, unless sooner terminated pursuant to right of first offer provided herein shall be deemed waived as long as the terms hereofSublessor places the Building on the market for sale within a reasonable time. Notwithstanding anything contained herein the foregoing, Sublessee’s right of first offer to purchase the contrary, Building shall continue in full force and effect in the event Sublessor shall take the Lease is terminated or expires prior Building off the market for sale but thereafter Sublessor elects to place the exercise Building back on the market for sale. As used herein, the Building shall be deemed “off the market for sale” upon the occurrence of the Building Purchase Offer by Tenant, then following: (i) Sublessor is no longer actively marketing the Building Purchase Offer shall terminate.
for sale; (bii) Prior to offering Sublessor has ceased marketing the Building for sale to for a continuous period of one hundred eighty (180) consecutive days; and (iii) the term of any listing agreement entered into between Sublessor and any third party, Landlord shall deliver to Tenant a written notice that Landlord intends to list the Building for sale party has expired and Sublessor has not entered into another listing agreement within one hundred eighty (the " Building Notice to Sell"), which Building Notice to Sell shall specify, among other things, the purchase price for the Building and the terms of payment (the "Building Purchase Price") and the closing date. Tenant shall have fifteen (15180) days after receipt of the Building Notice to Sell to deliver an offer to Landlord offering to purchase the Building (the " Building Notice of Purchase") for the Building Purchase Price and on the terms set forth in the Building Notice to Sell. The negotiation and execution of a mutually acceptable purchase and sale agreement, based on Landlord's standard form, must occur no more than thirty (30) calendar days after the date on which Tenant gives Landlord the Building Notice of Purchase. Landlord and Tenant agree to negotiate said purchase and sale agreement during said 30-day period in good faith; provided, however, that Tenant acknowledges that the purchase and sale agreement will provide that the contemplated purchase and sale is subject to approval thereof by Landlord's investment committee on or before following the expiration of any applicable inspection period set forth thereinthe term of such listing agreement.
(c) If Tenant fails or elects the offer has not to give the Building Notice of Purchase within said fifteen (15) day periodbeen timely accepted by Sublessee as hereinabove provided, then this Building Purchase Offer shall terminate and Landlord may proceed to offer to sell Sublessor, upon obtaining a written contract for the sale of the Building, which contract (i) is for a selling price not less than ninety percent (90%) of the Proposed Sale Price rejected by Sublessee (“Threshold Sale Price”), and may thereafter sell (ii) conforms in all material respects to the BuildingProposed Sale Terms, without any longer being subject shall have the right to this Purchase Offerconsummate such sale.
(d) If Tenant elects Notwithstanding anything contained in this Third Amendment to give the Building Notice of Purchase within said fifteen (15) day period, but a mutually acceptable purchase and sale agreement is not executed, delivered and accepted by and between Landlord and Tenant within the thirty (30) calendar day period referenced in subsection (b) above, then this Building Purchase Offer shall terminate and Landlord may proceed to offer to sell the Building, and may thereafter sell the Building, without any longer being subject to this Building Purchase Offer.
(e) The following transactions by Landlord shall be excluded from the Building Purchase Offer:
(i) A transfer of the Building from Landlord to a joint venture partner of Landlord, or from one joint venture partner of Landlord to another joint venture partner of Landlord, or a transfer of the Building to an entity controlled by Landlord or a joint venture partner of Landlord;
(ii) A transfer of the Building to an industrial development authority or other governmental or quasi-governmental agency (collectivelycontrary, the "Agency") as part rights of a tax reduction or tax abatement program in which Landlord leases the Building back from the Agency and then subleases to a tenant;
(iii) A sale of the Building to the appropriate condemning authority pursuant to eminent domain or under threat of eminent domain; or
(iv) If Landlord creates a security interest in the Building as collateral for a loan.
(f) This Building Purchase Offer shall be null and void and terminate if Tenant is a holdover Tenant pursuant to Section 2.04 of the Lease.
(g) Pursuant to a commission agreement between Landlord and X.X. Xxxxxxx & Co., Inc., a Missouri corporation ("Xxxxxxx"), in the event that Tenant exercises its right of first offer to purchase as Sublessee set forth in this Section 17.05, Xxxxxxx will 20 shall not be paid triggered as a commission result of one and one-half percent (1.5%) any sale or transfer of less than all of the total Purchase Price, which commission shall be paid out ownership interests in Sublessor (or the discussion or negotiation of the Building Purchase Pricesame) by and among the existing partners and/or members of Sublessor.
(h) This Right of First Offer to Purchase the Building is personal to Tekelec or any Permitted Transferee as provided in Section 11.02 and shall not inure to the benefit of any other successor or assign.
Appears in 1 contract
Right of First Offer to Purchase Building. Provided that no Default has occurred and is then continuing, Landlord hereby grants to Tenant a right of first offer (the "Building Purchase Offer") to purchase the Building, subject to the terms and conditions set forth herein.
(a) The term of the Building Purchase Offer shall commence as of the date hereof and shall continue throughout the initial Lease Term, unless sooner terminated pursuant to the terms hereof. Notwithstanding anything contained herein to the contrary, in the event the Lease is terminated or expires prior to the exercise of the Building Purchase Offer by Tenant, then the Building Purchase Offer shall terminate.
(b) Prior to offering the Building for sale to a third party, Landlord shall deliver to Tenant a written notice that Landlord intends to list the Building for sale (the " Building Notice to Sell"), which Building Notice to Sell shall specify, among other things, the purchase price for the Building and the terms of payment (the "Building Purchase Price") and the closing date. Tenant shall have fifteen (15) days after receipt of the Building Notice to Sell to deliver an offer to Landlord offering to purchase the Building (the " Building Notice of Purchase") for the Building Purchase Price and on the terms set forth in the Building Notice to Sell. The negotiation and execution of a mutually acceptable purchase and sale agreement, based on Landlord's standard form, must occur no more than thirty (30) calendar days after the date on which Tenant gives Landlord the Building Notice of Purchase. Landlord and Tenant agree to negotiate said purchase and sale agreement during said 30-day period in good faith; provided, however, that Tenant acknowledges that the purchase and sale agreement will provide that the contemplated purchase and sale is subject to approval thereof by Landlord's investment committee on or before the expiration of any applicable inspection period set forth therein.
(c) If Tenant fails or elects not to give the Building Notice of Purchase within said fifteen (15) day period, then this Building Purchase Offer shall terminate and Landlord may proceed to offer to sell the Building, and may thereafter sell the Building, without any longer being subject to this Purchase Offer.
(d) If Tenant elects to give the Building Notice of Purchase within said fifteen (15) day period, but a mutually acceptable purchase and sale agreement is not executed, delivered and accepted by and between Landlord and Tenant within the thirty (30) calendar day period referenced in subsection (b) above, then this Building Purchase Offer shall terminate and Landlord may proceed to offer to sell the Building, and may thereafter sell the Building, without any longer being subject to this Building Purchase Offer.
(e) The following transactions by Landlord shall be excluded from the Building Purchase Offer:
(i) A transfer of the Building from Landlord to a joint venture partner of Landlord, or from one joint venture partner of Landlord to another joint venture partner of Landlord, or a transfer of the Building to an entity controlled by Landlord or a joint venture partner of Landlord;
(ii) A transfer of the Building to an industrial development authority or other governmental or quasi-governmental agency (collectively, the "Agency") as part of a tax reduction or tax abatement program in which Landlord leases the Building back from the Agency and then subleases to a tenant;
(iii) A sale of the Building to the appropriate condemning authority pursuant to eminent domain or under threat of eminent domain; or
(iv) If Landlord creates a security interest in the Building as collateral for a loan.
(f) This Building Purchase Offer shall be null and void and terminate if Tenant is a holdover Tenant pursuant to Section 2.04 of the Lease.
(g) Pursuant to a commission agreement between Landlord and X.X. Xxxxxxx & Co., Inc., a Missouri corporation ("Xxxxxxx"), in the event that Tenant exercises its right of first offer to purchase as set forth in this Section 17.05, Xxxxxxx will be paid a commission of one and one-half percent (1.5%) of the total Purchase Price, which commission shall be paid out of the Building Purchase Price.
(h) This Right of First Offer to Purchase the Building is personal to Tekelec or any Permitted Transferee as provided in Section 11.02 and shall not inure to the benefit of any other successor or assign.fifteen
Appears in 1 contract
Samples: Office Lease
