Common use of RIGHT OF FIRST OFFER TO PURCHASE PREMISES Clause in Contracts

RIGHT OF FIRST OFFER TO PURCHASE PREMISES. 6.2.1 Tenant shall have the right of first offer to purchase the Premises upon the terms and conditions set forth in this Section 6.2; provided, however, Tenant shall not have the right to exercise its rights under this Section 6.2 if any Event of Default has occurred and is continuing as of any of the following dates: (i) the date on which Landlord delivers an Offering Notice to Tenant pursuant to Section 6.2.2(i), or (ii) the date of Tenant's delivery of an Exercise Notice pursuant to Section 6.2.2(ii), or (iii) or the closing date established to consummate the purchase of the Premises pursuant to Section 6.2.2(iii). 6.2.2 If during the Term Landlord receives a bona fide offer to purchase the Premises, or any portion thereof (the "OFFERED PROPERTY"), from any person or entity other than an Affiliate of Landlord (as such term is defined in Section 10.1.4 below), Landlord and Tenant shall take the following steps if Landlord has determined to accept such offer: (i) Landlord shall give written notice to Tenant of its intention to accept such offer, which notice shall set forth the price, terms and conditions contained in the offer to purchase the Offered Property which Landlord intends to accept ("OFFERING NOTICE"); (ii) Within fifteen (15) days after receipt of an Offering Notice, Tenant shall either (A) deliver to Landlord written notice that Tenant does not desire to purchase the Offered Property on the terms set forth in the Offering Notice, or (B) deliver to Landlord written notice of Tenant's desire to exercise its right to purchase the Offered Property on the terms set forth in the Offering Notice pursuant to this Section 6.2 ("EXERCISE NOTICE"); (iii) If Tenant delivers an Exercise Notice within such fifteen (15) day period, Landlord as seller and Tenant as buyer shall immediately open an escrow to consummate such purchase at a national title company selected by Landlord in its reasonable discretion on the following terms: (A) the form of such instructions to be then signed by Landlord and Tenant shall be such title company's standard sale escrow instructions and, notwithstanding anything set forth in the Offering Notice to the contrary, shall not provide for any representations or warranties by Landlord as seller or for any due diligence or other contingencies in favor of Tenant as buyer, (B) the purchase price shall be payable in cash by Tenant or on such other terms as are set forth in the Offering Notice with escrow to close on or before the date set forth in the Offering Notice, (C) transaction costs shall be paid as set forth in the Offering Notice, (D) at close, Landlord shall deliver title to the Offered Property subject only to the applicable title exceptions shown on Exhibit C attached hereto, (E) the sale escrow instructions shall provide for an earnest money deposit in the amount set forth in the Offerinx Xxxxxe and shall provide that such deposit may be retained by Landlord as liquidated damages in the event of any breach by Tenant of the terms of the escrow instructions (provided, however, such liquidated damages shall relate only to Landlord's damages by reason of a breach of the escrow instructions and shall in no way liquidate or limit Landlord's damages by reason of a breach of this Lease), and (F) the escrow instructions shall otherwise be in form and substance reasonably satisfactory to Landlord. If Tenant fails to close the escrow for any reason other than a breach by Landlord, then Landlord shall have the right at its option (to be exercised in Landlord's sole discretion) to either declare such breach to be a default under this Lease (as to which the cure period shall, notwithstanding anything else in this Lease, be ten (10) calendar days after notice by Landlord, after which an Event of Default shall exist), or Landlord may elect to pursue all remedies available to Landlord against Tenant under the escrow instructions or under applicable law. (iv) If within the fifteen (15) day period following Landlord's delivery of an Offering Notice, Tenant either delivers to Landlord the notice set forth in Section 6.2.2(ii)(A) or fails to deliver either of the notices set forth in Section 6.2.2(ii), then for a period of nine (9) months following the expiration of such fifteen (15) day period Landlord shall be free to sell the Offered Property on the terms set forth in the Offering Notice or on any other revised terms deemed appropriate by Landlord in its sole discretion; provided, however, if such other revised terms include a price that is more than ten percent (10%) below the price set forth in the Offering Notice, then prior to completing any sale on such revised terms Landlord shall notify Tenant of such revised offering terms. During the five (5) business day period after receipt by Tenant of such notice, Tenant shall have the right (to be exercised if at all by Tenant's execution of escrow instructions and deposit of earnest money under Section 6.2.2(iii) within such five (5) xxxxxxxs day period) to require that Landlord sell the Offered Property to Tenant on such revised offering terms. If Tenant fails to timely exercise its right as required by the preceding proviso, Landlord shall be free to sell the Offered Property to a third party on the revised offering terms. (v) If at the end of the nine (9) month period described in Section 6.2.1(iv), Landlord has not sold the Offered Property, then Landlord shall again be required to comply with the provisions of this Section 6.2 if Landlord desires to accept a third party offer to purchase the Offered Property. (vi) If an escrow is opened pursuant to Section 6.2.2(iii) and such escrow fails to close by reason of Tenant's default, in addition to all of the other rights and remedies of Landlord with respect to such breach, Landlord shall thereafter be free to sell the Premises or any portion thereof to any Person on any terms whatsoever without being required to comply with this Section 6.2. (vii) If Landlord has hypothecated its interest in the Premises, this Section 6.2 shall not apply to any judicial or non-judicial sale of the Premises in connection with any foreclosure action or proceeding by the lender, or to any deed in lieu of such foreclosure. (viii) Upon the consummation of the sale of any Offered Property pursuant to this Section 6.2, Landlord's Original Investment, Minimum Rent and Additional Rent shall be reduced by the respective amount thereof attributable to such Offered Property.

RIGHT OF FIRST OFFER TO PURCHASE PREMISES. 6.2.1 Tenant shall have the right of first offer to purchase the Premises upon the terms and conditions set forth in this Section 6.2; provided, however, Tenant shall not have the right to exercise its rights under this Section 6.2 if any Event of Default (as defined in Section 10 below) has occurred and is continuing as of any of the following dates: (i) the date on which Landlord delivers an Offering Notice to Tenant pursuant to Section 6.2.2(i), or (ii) the date of Tenant's delivery of an Exercise Notice pursuant to Section 6.2.2(ii), or (iii) or at the closing date established to consummate the purchase of the Premises pursuant to Section 6.2.2(iii). Additionally, if Landlord and NH Texas Properties Limited Partnership have received a bona fide offer to purchase both the Premises and the leased premises under the NH Agreement, Tenant acknowledges that Landlord may include in the Offering Notice the condition that Tenant may only purchase the Premises so long as NH Tenant concurrently purchases Premises that certain Premises as defined in the NH Agreement. If the Offering Notice contains such a requirement, Tenant's rights under this Section 6.2 are exercisable only so long as NH Tenant also exercises its rights under Section 6.2 of the NH Agreement. 6.2.2 If during the Term Landlord receives a bona fide offer to purchase the Premises, or any portion thereof (the "OFFERED PROPERTY"), from any person or entity other than an Affiliate of Landlord (as such term is defined in Section 10.1.4 10.1.3 below), Landlord and Tenant shall take the following steps if Landlord has determined to accept such offer: (i) Landlord shall give written notice to Tenant of its intention to accept such offer, which notice shall set forth the price, terms and conditions contained in the offer to purchase the Offered Property which Landlord intends to accept ("OFFERING NOTICE"); (ii) Within fifteen (15) days after receipt of an Offering Notice, Tenant shall either (A) deliver to Landlord written notice that Tenant does not desire to purchase the Offered Property on the terms set forth in the Offering Notice, or (B) deliver to Landlord written notice of Tenant's desire to exercise its right to purchase the Offered Property on the terms set forth in the Offering Notice pursuant to this Section 6.2 ("EXERCISE NOTICE"); (iii) If Tenant delivers an Exercise Notice within such fifteen (15) day period, Landlord as seller and Tenant as buyer shall immediately open an escrow to consummate such purchase at a national title company selected by Landlord in its reasonable discretion on the following terms: (A) the form of such instructions to be then signed by Landlord and Tenant shall be such title company's standard sale escrow instructions and, notwithstanding anything set forth in the Offering Notice to the contrary, shall not provide for any representations or warranties by Landlord as seller or for any due diligence or other contingencies in favor of Tenant as buyer, (B) the purchase price shall be payable in cash by Tenant or on such other terms as are set forth in the Offering Notice with escrow to close on or before the date set forth in the Offering Notice, (C) transaction costs shall be paid as set forth in the Offering Notice, (D) at close, Landlord shall deliver title to the Offered Property subject only to the applicable those title exceptions shown on Exhibit C "D" attached hereto, (E) the sale escrow instructions shall provide for an earnest money earnxxx xxxey deposit in the amount set forth in the Offerinx Xxxxxe Offering Notice and shall provide that such deposit may be retained by Landlord as liquidated damages in the event of any breach by Tenant of the terms of the escrow instructions (provided, however, such liquidated damages shall relate only to Landlord's damages by reason of a breach of the escrow instructions and shall in no way liquidate or limit Landlord's damages by reason of a breach of this Lease), and (F) the escrow instructions shall otherwise be in form and substance reasonably satisfactory to Landlord. If Tenant fails to close the escrow for any reason other than a breach by Landlord, then Landlord shall have the right at in its option (to be exercised in Landlord's sole discretion) to either declare such breach to be a default under this Lease (as to which the cure period shall, notwithstanding anything else in this Lease, be ten (10) calendar days after notice by Landlord, after which an Event of Default shall exist), or Landlord may elect to pursue all remedies available to Landlord against Tenant under the escrow instructions or under applicable law. (iv) If within the fifteen (15) day period following Landlord's delivery of an Offering Notice, Tenant either delivers to Landlord the notice set forth in Section 6.2.2(ii)(A6.2.2 (ii)(A) or fails to deliver either of the notices set forth in Section 6.2.2(ii), then for a period of nine (9) months following the expiration of such fifteen (15) day period Landlord shall be free to sell the Offered Property on the terms set forth in the Offering Notice or on any other revised terms deemed appropriate by Landlord in its sole discretion; provided, however, if such other revised terms include a price that is more than ten percent (10%) below the price set forth in the Offering Notice, then prior to completing any sale on such revised terms Landlord shall notify Tenant of such revised offering terms. During the five (5) business day period after receipt by Tenant of such notice, Tenant shall have the right (to be exercised if at all by Tenant's execution of escrow instructions and deposit of earnest money earnxxx xxxey under Section 6.2.2(iii6.2.2 (iii) within such five (5) xxxxxxxs business day period) to require that Landlord sell the Offered Property to Tenant on such revised offering terms. If Tenant fails to timely exercise its right as required by the preceding proviso, Landlord shall be free to sell the Offered Property to a third party on the revised offering terms. (v) If at the end of the nine (9) month period described in Section 6.2.1(iv), Landlord has not sold the Offered Property, then Landlord shall again be required to comply with the provisions of this Section 6.2 if Landlord desires to accept a third party offer to purchase the Offered Property. (vi) If an escrow is opened pursuant to Section 6.2.2(iii) and such escrow fails to close by reason of Tenant's default, in addition to all of the other rights and remedies of Landlord with respect to such breach, Landlord shall thereafter be free to sell the Premises or any portion thereof to any Person on any terms whatsoever without being required to comply with this Section 6.2. (vii) If Landlord has hypothecated its interest in the Premises, this Section 6.2 shall not apply to any judicial or non-judicial sale of the Premises in connection with any foreclosure action or proceeding by the lender, or to any deed in lieu of such foreclosure. (viii) Upon the consummation of the sale of any Offered Property pursuant to this Section 6.2, Landlord's Original Investment, Minimum Rent and Additional Rent shall be reduced by the respective amount thereof attributable to such Offered Property.

RIGHT OF FIRST OFFER TO PURCHASE PREMISES. 6.2.1 Tenant shall have the right of first offer to purchase the Premises upon the terms and conditions set forth in this Section 6.2; provided, however, Tenant shall not have the right to exercise its rights under this Section 6.2 if any Event of Default has occurred and is continuing as of any of the following dates: (i) the date on which Landlord delivers an Offering Notice to Tenant pursuant to Section 6.2.2(i), or (ii) the date of Tenant's delivery of an Exercise Notice pursuant to Section 6.2.2(ii), or (iii) or the closing date established to consummate the purchase of the Premises pursuant to Section 6.2.2(iii). 6.2.2 If during the Term Landlord receives a bona fide offer to purchase the Premises, or any portion thereof (the "OFFERED PROPERTY"), from any person or entity other than an Affiliate of Landlord (as such term is defined in Section 10.1.4 below), Landlord and Tenant shall take the following steps if Landlord has determined to accept such offer: (i) Landlord shall give written notice to Tenant of its intention to accept such offer, which notice shall set forth the price, terms and conditions contained in the offer to purchase the Offered Property which Landlord intends to accept ("OFFERING NOTICE"); (ii) Within fifteen (15) days after receipt of an Offering Notice, Tenant shall either (A) deliver to Landlord written notice that Tenant does not desire to purchase the Offered Property on the terms set forth in the Offering Notice, or (B) deliver to Landlord written notice of Tenant's desire to exercise its right to purchase the Offered Property on the terms set forth in the Offering Notice pursuant to this Section 6.2 ("EXERCISE NOTICE"); (iii) If Tenant delivers an Exercise Notice within such fifteen (15) day period, Landlord as seller and Tenant as buyer shall immediately open an escrow to consummate such purchase at a national title company selected by Landlord in its reasonable discretion on the following terms: (A) the form of such instructions to be then signed by Landlord and Tenant shall be such title company's standard sale escrow instructions and, notwithstanding anything set forth in the Offering Notice to the contrary, shall not provide for any representations or warranties by Landlord as seller or for any due diligence or other contingencies in favor of Tenant as buyer, (B) the purchase price shall be payable in cash by Tenant or on such other terms as are set forth in the Offering Notice with escrow to close on or before the date set forth in the Offering Notice, (C) transaction costs shall be paid as set forth in the Offering Notice, (D) at close, Landlord shall deliver title to the Offered Property subject only to the applicable title exceptions shown on Exhibit C attached hereto, (E) the sale escrow instructions shall provide for an earnest money deposit in the amount set forth in the Offerinx Xxxxxe txx Xxxxring Notice and shall provide that such deposit may be retained by Landlord as liquidated damages in the event of any breach by Tenant of the terms of the escrow instructions (provided, however, such liquidated damages shall relate only to Landlord's damages by reason of a breach of the escrow instructions and shall in no way liquidate or limit Landlord's damages by reason of a breach of this Lease), and (F) the escrow instructions shall otherwise be in form and substance reasonably satisfactory to Landlord. If Tenant fails to close the escrow for any reason other than a breach by Landlord, then Landlord shall have the right at its option (to be exercised in Landlord's sole discretion) to either declare such breach to be a default under this Lease (as to which the cure period shall, notwithstanding anything else in this Lease, be ten (10) calendar days after notice by Landlord, after which an Event of Default shall exist), or Landlord may elect to pursue all remedies available to Landlord against Tenant under the escrow instructions or under applicable law. (iv) If within the fifteen (15) day period following Landlord's delivery of an Offering Notice, Tenant either delivers to Landlord the notice set forth in Section 6.2.2(ii)(A6.2.2 (ii)(A) or fails to deliver either of the notices set forth in Section 6.2.2(ii), then for a period of nine (9) months following the expiration of such fifteen (15) day period Landlord shall be free to sell the Offered Property on the terms set forth in the Offering Notice or on any other revised terms deemed appropriate by Landlord in its sole discretion; provided, however, if such other revised terms include a price that is more than ten percent (10%) below the price set forth in the Offering Notice, then prior to completing any sale on such revised terms Landlord shall notify Tenant of such revised offering terms. During the five (5) business day period after receipt by Tenant of such notice, Tenant shall have the right (to be exercised if at all by Tenant's execution of escrow instructions and deposit of earnest money under Section 6.2.2(iii6.2.2 (iii) within such five xxxx (5) xxxxxxxs business day period) to require that Landlord sell the Offered Property to Tenant on such revised offering terms. If Tenant fails to timely exercise its right as required by the preceding proviso, Landlord shall be free to sell the Offered Property to a third party on the revised offering terms. (v) If at the end of the nine (9) month period described in Section 6.2.1(iv), Landlord has not sold the Offered Property, then Landlord shall again be required to comply with the provisions of this Section 6.2 if Landlord desires to accept a third party offer to purchase the Offered Property. (vi) If an escrow is opened pursuant to Section 6.2.2(iii) and such escrow fails to close by reason of Tenant's default, in addition to all of the other rights and remedies of Landlord with respect to such breach, Landlord shall thereafter be free to sell the Premises or any portion thereof to any Person on any terms whatsoever without being required to comply with this Section 6.2. (vii) If Landlord has hypothecated its interest in the Premises, this Section 6.2 shall not apply to any judicial or non-judicial sale of the Premises in connection with any foreclosure action or proceeding by the lender, or to any deed in lieu of such foreclosure. (viii) Upon the consummation of the sale of any Offered Property pursuant to this Section 6.2, Landlord's Original Investment, Investment and Minimum Rent and Additional Rent shall be reduced by the respective amount thereof attributable to such Offered Property.

RIGHT OF FIRST OFFER TO PURCHASE PREMISES. 6.2.1 Subject to the limitations expressed in the last sentence of this Article, Landlord hereby grants to Tenant shall have the a right of first offer to purchase the Premises on the terms set forth in this Article. If during the Term of this Lease Landlord desires to sell or convey the Premises to a third party purchaser that is not an affiliate of Landlord, Landlord shall so notify Tenant in writing ("Notice"), which Notice shall specify the purchase price and include a form of agreement of sale upon which Landlord is willing to sell the Premises. If Tenant desires to purchase the Premises at the purchase price and upon the terms and conditions set forth in this Section 6.2; provided, however, Tenant shall not have the right to exercise its rights under this Section 6.2 if any Event of Default has occurred and is continuing as of any of the following dates: (i) the date on which Landlord delivers an Offering Notice to Tenant pursuant to Section 6.2.2(i), or (ii) the date of Tenant's delivery of an Exercise Notice pursuant to Section 6.2.2(ii), or (iii) or the closing date established to consummate the purchase of the Premises pursuant to Section 6.2.2(iii). 6.2.2 If during the Term Landlord receives a bona fide offer to purchase the Premises, or any portion thereof (the "OFFERED PROPERTY"), from any person or entity other than an Affiliate of Landlord (as such term is defined in Section 10.1.4 below), Landlord and Tenant shall take the following steps if Landlord has determined to accept such offer: (i) Landlord shall give written notice to Tenant of its intention to accept such offer, which notice shall set forth the price, terms and conditions contained in the offer to purchase the Offered Property which Landlord intends to accept ("OFFERING NOTICE"); (ii) Within fifteen (15) days after receipt of an Offering Notice, Tenant shall either (A) deliver so notify Landlord in writing within twenty days following Tenant's receipt of the Notice and pay to Landlord written notice that a deposit in an amount equal to 10% of the purchase price for the Premises. In such event, without further action of Landlord or Tenant, Landlord shall be deemed to have agreed to sell the Premises to Tenant, and Tenant does not desire shall be deemed to have agreed to purchase the Offered Property on Premises from Landlord, for the purchase price and upon the terms and conditions set forth in the Offering Notice, or (B) deliver to Landlord written notice of Tenant's desire to exercise its right . If Tenant does not so agree to purchase the Offered Property on the terms set forth in the Offering Notice pursuant to this Section 6.2 ("EXERCISE NOTICE"); (iii) If Tenant delivers an Exercise Notice Premises within such fifteen (15) said ten business day period, Landlord as seller and Tenant as buyer shall immediately open an escrow to consummate such purchase at a national title company selected by Landlord in its reasonable discretion on the following terms: (A) the form of such instructions to be then signed by Landlord and Tenant shall be such title company's standard sale escrow instructions and, notwithstanding anything set forth in the Offering Notice to the contrary, shall not provide for any representations or warranties by Landlord as seller or for any due diligence or other contingencies in favor of Tenant as buyer, (B) the purchase price shall be payable in cash by Tenant or on such other terms as are set forth in the Offering Notice with escrow to close on or before the date set forth in the Offering Notice, (C) transaction costs shall be paid as set forth in the Offering Notice, (D) at close, Landlord shall deliver title to the Offered Property subject only to the applicable title exceptions shown on Exhibit C attached hereto, (E) the sale escrow instructions shall provide for an earnest money deposit in the amount set forth in the Offerinx Xxxxxe and shall provide that such deposit may be retained by Landlord as liquidated damages in the event of any breach by Tenant of the terms of the escrow instructions (provided, however, such liquidated damages shall relate only to Landlord's damages by reason of a breach of the escrow instructions and shall in no way liquidate or limit Landlord's damages by reason of a breach of this Lease), and (F) the escrow instructions shall otherwise be in form and substance reasonably satisfactory to Landlord. If Tenant fails to close the escrow for any reason other than a breach by Landlord, then Landlord shall have the right at its option (to be exercised in Landlord's sole discretion) to either declare such breach to be a default under this Lease (as to which the cure period shall, notwithstanding anything else in this Lease, be ten (10) calendar days after notice by Landlord, after which an Event of Default shall exist), or Landlord may elect to pursue all remedies available to Landlord against Tenant under the escrow instructions or under applicable law. (iv) If within the fifteen (15) day period following Landlord's delivery of an Offering Notice, Tenant either delivers to Landlord the notice set forth in Section 6.2.2(ii)(A) or fails to deliver either of the notices set forth in Section 6.2.2(ii), then for a period of nine (9) months following the expiration of such fifteen (15) day period time thereafter Landlord shall be free to sell and convey the Offered Property on Premises free and clear of Tenant's rights under this Article, provided that (i) Landlord shall not sell the terms set forth in the Offering Notice or on any other revised terms deemed appropriate by Landlord in its sole discretion; provided, however, if such other revised terms include Premises for a purchase price that is less than 90% of the purchase price stated in the Notice to Tenant or (ii) sell the premises more than ten percent (10%) below one year following the price set forth date of the Notice without, in the Offering Noticeeither such case, then prior sending a new Notice to completing any sale on such revised terms Landlord shall notify Tenant of such revised offering terms. During the five (5) business day period after receipt by Tenant of such noticeTenant, in which event Tenant shall have the right (to be exercised if at all by a further period of ten business days following Tenant's execution of escrow instructions and deposit of earnest money under Section 6.2.2(iii) within such five (5) xxxxxxxs day period) to require that Landlord sell the Offered Property to Tenant on such revised offering terms. If Tenant fails to timely exercise its right as required by the preceding proviso, Landlord shall be free to sell the Offered Property to a third party on the revised offering terms. (v) If at the end receipt of the nine (9) month period described in Section 6.2.1(iv)new Notice to purchase the Premises. Notwithstanding the foregoing, Landlord has not sold the Offered Property, then Landlord shall again be required to comply with the provisions of this Section 6.2 if Landlord desires to accept sell or convey the Premises together with one or more other properties owned by Landlord (or affiliates of Landlord), the Notice merely shall state that Landlord so intends to sell the Premises as part of a third party offer to multi-property transaction, without specifying the purchase the Offered Property. (vi) If an escrow is opened pursuant to Section 6.2.2(iii) price or other general terms and such escrow fails to close by reason of Tenant's default, in addition to all of the other rights and remedies of conditions upon which Landlord with respect to such breach, Landlord shall thereafter might be free willing to sell the Premises or any portion thereof other property to any Person on any terms whatsoever without being required Tenant, and Tenant shall have no right to comply with this Section 6.2. (vii) If Landlord has hypothecated its interest in the Premises, this Section 6.2 shall not apply to any judicial or non-judicial sale of purchase the Premises in connection with any foreclosure action or proceeding by (and Landlord shall have no obligation to sell the lenderPremises to Tenant) unless, or to any deed in lieu within ten business days following Tenant's receipt of such foreclosure. (viii) Upon Notice, Landlord and Tenant shall in writing agree that the consummation of the sale of any Offered Property pursuant to this Section 6.2, Landlord's Original Investment, Minimum Rent and Additional Rent Premises shall be reduced by the respective amount thereof attributable sold to such Offered PropertyTenant on terms and conditions mutually acceptable to both parties.