Common use of Right of First Offer to Purchase - Building Clause in Contracts

Right of First Offer to Purchase - Building. A. Provided that the Conditions are met, Landlord 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 shall have five (5) business days from its receipt of Landlord’s Notice to deliver to Landlord written notice of its desire to purchase the Building. In the event Tenant gives notice to Landlord that it desires to purchase the Building and Tenant desires to negotiate the terms and conditions specified in Landlord’s notice, the parties will have a period of fifteen (15) days during which they will negotiate in good faith the terms and conditions of the purchase of the Building. In the event the parties do not reach agreement on the terms and conditions to purchase the Building within such fifteen (15) day period, 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 Section 5 and Landlord shall be free to sell the Building 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 a rejection of the Building, whereupon Tenant shall have no further rights with respect to the Building and 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, Tenant and Landlord shall enter into a mutually satisfactory purchase and sale agreement within thirty (30) days of receipt of Landlord’s Notice. B. This Right of First Offer to purchase the Building is personal to the Tenant named herein and shall become null and void upon the occurrence of an assignment of the Lease or a sublet of all or a part of the Leased Premises.

Right of First Offer to Purchase - Building. A. Provided that the Conditions are metno Default has occurred and is then continuing, Landlord shall notify hereby grants to Tenant in writing a right of first offer (“Landlord’s Notice”the "Building Purchase Offer") of its intent to sell purchase the Building, before marketing 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 or entering into 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 and sale agreement with an unrelated third party price for the BuildingBuilding and the terms of payment (the "Building Purchase Price") and the closing date. Tenant shall have five (5) business days from its receipt of Landlord’s Notice to deliver to Landlord written notice of its desire to purchase the Building. In the event Tenant gives notice to Landlord that it desires to purchase the Building and Tenant desires to negotiate the terms and conditions specified in Landlord’s notice, the parties will have a period of fifteen (15) days during which they will negotiate in good faith the terms and conditions after receipt of the purchase of the Building. In the event the parties do not reach agreement on the terms and conditions 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 such said fifteen (15) day period, such failure then this Building Purchase Offer shall be conclusively deemed a waiver of Tenant’s right terminate and Landlord may proceed to purchase offer to sell the Building, whereupon and may thereafter sell the Building, without any longer being subject to this Purchase Offer. (d) If Tenant shall have no further rights with respect elects to purchasing give the Building pursuant 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 Section 5 and Building Purchase Offer. (e) The following transactions by Landlord shall be free excluded from the Building Purchase Offer: (i) A transfer of the Building from Landlord to sell 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 third partyjoint 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 ▇.▇. In ▇▇▇▇▇▇▇ & Co., Inc., a Missouri corporation ("▇▇▇▇▇▇▇"), in the event that Tenant fails to notify Landlord of exercises its acceptance within said five (5) business day period, such failure shall be conclusively deemed a waiver of Tenant’s right of first offer to purchase as set forth in this Section 17.05, ▇▇▇▇▇▇▇ will be paid a commission of one and a rejection one-half percent (1.5%) of the Buildingtotal Purchase Price, whereupon Tenant which commission shall have no further rights with respect to be paid out of the Building and 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, Tenant and Landlord shall enter into a mutually satisfactory purchase and sale agreement within thirty (30) days of receipt of Landlord’s NoticePurchase Price. B. (h) This Right of First Offer to purchase Purchase the Building is personal to the Tenant named herein Tekelec or any Permitted Transferee as provided in Section 11.02 and shall become null and void upon not inure to the occurrence benefit of an assignment of the Lease any other successor or a sublet of all or a part of the Leased Premisesassign.

Right of First Offer to Purchase - Building. A. Provided that the Conditions are metno Default has occurred and is then continuing, Landlord shall notify hereby grants to Tenant in writing a right of first offer (“Landlord’s Notice”the "Building Purchase Offer") of its intent to sell purchase the Building, before marketing 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 or entering into 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 and sale agreement with an unrelated third party price for the BuildingBuilding and the terms of payment (the "Building Purchase Price") and the closing date. Tenant shall have five (5) business days from its receipt of Landlord’s Notice to deliver to Landlord written notice of its desire to purchase the Building. In the event Tenant gives notice to Landlord that it desires to purchase the Building and Tenant desires to negotiate the terms and conditions specified in Landlord’s notice, the parties will have a period of fifteen (15) days during which they will negotiate in good faith the terms and conditions after receipt of the purchase of the Building. In the event the parties do not reach agreement on the terms and conditions Building Notice to Sell to deliver an offer to Landlord offering to purchase the Building within such fifteen (15the " Building Notice of Purchase") day period, 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 for the Building pursuant to this Section 5 Purchase Price and Landlord shall be free to sell the Building 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 a rejection of the Building, whereupon Tenant shall have no further rights with respect to the Building and 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 set forth in the Landlord’s Notice, Tenant Building Notice to Sell. The negotiation and Landlord shall enter into execution of a mutually satisfactory 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 within thirty (during said 30) days -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 ▇▇▇▇▇▇▇▇'s investment committee on or before the expiration of receipt of Landlord’s Noticeany applicable inspection period set forth therein. B. This Right of First Offer (c) If Tenant fails or elects not to purchase give the Building is personal to the Tenant named herein and shall become null and void upon the occurrence Notice of an assignment of the Lease or a sublet of all or a part of the Leased Premises.Purchase within said fifteen

Right of First Offer to Purchase - Building. A. Provided that (a) At any time during the Conditions are metBase Term, Landlord shall notify Tenant in writing (“Landlord’s Notice”) of its intent to sell the Buildingas extended hereby, before marketing the Building for sale or entering into a purchase and sale agreement with an unrelated third party for the Building. Tenant shall have five (5) business days from its receipt of Landlord’s Notice to deliver to Landlord written notice of its desire to purchase the Building. In the event Tenant gives notice to Landlord that it Sublessor desires to purchase the Building and Tenant desires to negotiate the terms and conditions specified in Landlord’s notice, the parties will have a period of fifteen (15) days during which they will negotiate in good faith the terms and conditions of the purchase of the Building. In the event the parties do not reach agreement on the terms and conditions to purchase the Building within such fifteen (15) day period, 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 Section 5 and Landlord shall be free to sell the Building to any third-party (a third party“Proposed Sale”), then Sublessor shall give Sublessee written notice (“Offer Notice”) of the proposed selling price which Sublessor intends to offer and 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 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 on the Proposed Sale Terms. In the event Tenant fails to notify Landlord of its Any such acceptance within said five (5) business day period, such failure by Sublessee shall be conclusively deemed a waiver of Tenant’s right of first in writing. If Sublessee accepts such offer and a rejection of specified in the Building, whereupon Tenant shall have no further rights Offer Notice in accordance with respect to the Building and Landlord foregoing provisions Sublessor shall be free bound to sell the Building to a third party. In the event Tenant agrees to purchase the Building on the terms and conditions specified set forth in the Landlord’s Offer Notice, Tenant and Landlord Sublessee shall enter into a mutually satisfactory be bound to purchase and sale agreement within the Building in accordance with such Offer Notice, unless during the thirty (30) 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 receipt the Inspection Period and shall not be obligated to purchase the Building. Upon such failure to accept such offer, or the termination of Landlordsuch acceptance as provided for herein, the Sublease, as amended hereby, shall continue in full force and effect but the right of first offer provided herein shall be deemed waived as long as the Sublessor places the Building on the market for sale within a reasonable time. Notwithstanding the foregoing, Sublessee’s Notice. B. This Right right of First Offer first offer to purchase the Building is personal shall continue in full force and effect in the event Sublessor shall take the Building off the market for sale but thereafter Sublessor elects to place the Tenant named herein and Building back on the market for sale. As used herein, the Building shall become null and void be deemed “off the market for sale” upon the occurrence of an assignment the following: (i) Sublessor is no longer actively marketing the Building for sale; (ii) Sublessor has ceased marketing the Building for sale 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 has expired and Sublessor has not entered into another listing agreement within one hundred eighty (180) days following the expiration of the Lease or term of such listing agreement. (c) If the offer has not been timely accepted by Sublessee as hereinabove provided, then Sublessor, upon obtaining a sublet of all or a part written contract for the sale of the Leased PremisesBuilding, 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 (ii) conforms in all material respects to the Proposed Sale Terms, shall have the right to consummate such sale. (d) Notwithstanding anything contained in this Third Amendment to the contrary, the rights of Sublessee set forth in this Section 20 shall not be triggered as a result of any sale or transfer of less than all of the ownership interests in Sublessor (or the discussion or negotiation of the same) by and among the existing partners and/or members of Sublessor.

Right of First Offer to Purchase - Building. A. Provided that the Conditions are metno Default has occurred and is then continuing, Landlord shall notify hereby grants to Tenant in writing a right of first offer (“Landlord’s Notice”the "Building Purchase Offer") of its intent to sell purchase the Building, before marketing 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 or entering into 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 and sale agreement with an unrelated third party price for the BuildingBuilding and the terms of payment (the "Building Purchase Price") and the closing date. Tenant shall have five (5) business days from its receipt of Landlord’s Notice to deliver to Landlord written notice of its desire to purchase the Building. In the event Tenant gives notice to Landlord that it desires to purchase the Building and Tenant desires to negotiate the terms and conditions specified in Landlord’s notice, the parties will have a period of fifteen (15) days during which they will negotiate in good faith the terms and conditions after receipt of the purchase of the Building. In the event the parties do not reach agreement on the terms and conditions Building Notice to Sell to deliver an offer to Landlord offering to purchase the Building within such fifteen (15the " Building Notice of Purchase") day period, 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 for the Building pursuant to this Section 5 Purchase Price and Landlord shall be free to sell the Building 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 a rejection of the Building, whereupon Tenant shall have no further rights with respect to the Building and 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 set forth in the Landlord’s Notice, Tenant Building Notice to Sell. The negotiation and Landlord shall enter into execution of a mutually satisfactory 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 within thirty (during said 30) days -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 receipt of Landlord’s Noticeany applicable inspection period set forth therein. B. This Right of First Offer (c) If Tenant fails or elects not to purchase give the Building is personal to the Tenant named herein and shall become null and void upon the occurrence Notice of an assignment of the Lease or a sublet of all or a part of the Leased Premises.Purchase within said fifteen