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

RIGHT OF FIRST OFFER TO PURCHASE THE PREMISES. Landlord shall not sell the Premises unless Landlord first provides a written offer to Tenant to purchase the Premises, the “Offer”. The Offer shall collectively include the proposed purchase price, an updated environmental report, and a proposed purchase and sale agreement (“Proposed PSA”) upon which terms Landlord desires to sell the Premises. Tenant shall then have the right to purchase the Premises by executing the Proposed PSA within fourteen (14) days after Tenant’s receipt of the Offer from Landlord and provide a nonrefundable deposit to Landlord equal to [***] ([***]%) percent of the proposed purchase price, the “Deposit”. The Proposed PSA shall substantially be in the form of the previous PSA, herein attached as Exhibit C. If Tenant timely executes the Proposed PSA and provides the correct Deposit, then Tenant shall have the right and obligation to purchase the Premises upon the terms set forth in the Proposed PSA and must close on the Premises within forty-five (45) days from the date Landlord receives the executed Proposed PSA. If Tenant timely executes the Proposed PSA and provides the correct Deposit but fails to perform by not closing on the Premises within forty-five (45) days, then Tenant shall forfeit the Deposit and this Paragraph 52 Right of First Offer To Purchase The Premises shall no longer be in force and effect. If Tenant either rejects the Offer or does not timely execute the Proposed PSA or provide the correct Deposit, then Landlord shall be free to sell the Premises to a third-party person or entity upon terms and conditions not less favorable to Landlord in any material respect than the Proposed PSA without further obligation to Tenant, except that the purchase price may be as much as [***] percent ([***]%) less than that reflected in the Offer. If after Tenant either rejects the Offer or does not timely execute the Proposed PSA or provide the correct Deposit, and Landlord desires to offer the Premises for sale upon terms that are materially less favorable to Landlord than the Proposed PSA and/or at a purchase price that is more than [***] percent ([***]%) less than the purchase price stated in the Proposed PSA, then Landlord must resubmit an Offer in accordance with the procedures set forth above. However, if the new Offer to Tenant is given not more than one hundred eighty (180) days after the previous Offer to Tenant, then Tenant’s time to execute the Proposed PSA pursuant to such new Offer shall be reduced to five (5) days. Should Landlord be free to sell the Premises to a third-party person or entity upon the terms and conditions set forth herein, and fail to convey the Premises to a third-party person or entity within twelve (12) months from the date the Offer expires, the Landlord shall be obligated to provide Tenant a new Offer if it wishes to sell the Premises thereafter.

RIGHT OF FIRST OFFER TO PURCHASE THE PREMISES. Prior to Landlord initiating efforts to sell the Premises, Landlord must first provide Tenant with written notice of its desire to sell the Premises along with an outline of the specific terms and conditions upon which Landlord would agree to sell. Tenant will have thirty (30) days after receipt of this written notice to negotiate the purchase of the Premises from Landlord. During the thirty (30) day period, Landlord shall not sell enter into any written agreements with regard to the sale of the Premises unless Landlord first provides to a written party other than Tenant. In the event of an unsolicited bona fide offer to Tenant to purchase the Premises, which the “Offer”. The Offer shall collectively include Landlord is willing to accept, Landlord agrees to provide Tenant with a copy of the proposed purchase price, an updated environmental report, offer and a proposed purchase written confirmation from Landlord to Tenant that Landlord is willing to accept the terms and conditions of such offer for the sale agreement (“Proposed PSA”) upon which terms Landlord desires to sell of the Premises. Tenant shall will then have the right ten (10) business days in which to purchase the Premises by executing the Proposed PSA within fourteen (14) days after Tenant’s receipt of the Offer from Landlord and provide a nonrefundable deposit to Landlord equal to [***] ([***]%) percent of the proposed purchase price, the “Deposit”. The Proposed PSA shall substantially be in the form of the previous PSA, herein attached as Exhibit C. If Tenant timely executes the Proposed PSA and provides the correct Deposit, then Tenant shall have the right and obligation offer to purchase the Premises upon the same terms set forth in and conditions as the Proposed PSA and must close on the Premises within forty-five (45) days from the date Landlord receives the executed Proposed PSAunsolicited offer or to submit a competing offer. If Tenant timely executes the Proposed PSA and provides the correct Deposit but fails offers to perform by not closing on purchase the Premises within forty-five (45) daysupon the same terms and conditions by submitting a duly executed written offer, then Tenant shall forfeit the Deposit and this Paragraph 52 Right of First Offer To Purchase The Premises shall no longer be in force and effect. If Tenant either rejects the Offer or does not timely execute the Proposed PSA or provide the correct Deposit, then Landlord shall be free obligated to accept such offer and sell the Premises to a third-party person or entity Tenant upon such terms and conditions. If Tenant offers different terms and conditions, Landlord is free to negotiate with all parties and to sell to whomever Landlord selects, but not on terms and conditions not less which are more favorable to Landlord in any material respect than the Proposed PSA without further obligation those initially offered to Tenant, except that the purchase price may be as much as [***] percent ([***]%) less than that reflected in the Offer. If after Tenant either rejects the Offer or does not timely Landlord fails to execute the Proposed PSA or provide the correct Deposit, and Landlord desires to offer a purchase agreement for the Premises for sale upon terms that are materially less favorable to Landlord than the Proposed PSA and/or at a purchase price that is more than [***] percent ([***]%) less than the purchase price stated in the Proposed PSA, then Landlord must resubmit an Offer in accordance with the procedures set forth above. However, if the new Offer to Tenant is given not more than within one hundred eighty (180) days after first providing Tenant with an outline of the previous Offer to Tenant, then Tenant’s time to execute the Proposed PSA pursuant to such new Offer shall be reduced to five (5) days. Should Landlord be free to sell the Premises to a third-party person or entity upon the specific terms and conditions set forth hereinor the offer upon which Landlord would agree to sell, and fail to convey the Premises to a third-party person or entity within twelve (12) months from the date the Offer expires, the then Landlord shall again be obligated to provide Tenant a new Offer if it wishes with such an outline or the offer before again initiating efforts to sell the Premises thereafteror closing on a sale of the Premises pursuant to the terms of the offer. Tenant's right of first offer to purchase the Premises shall be a continuing right during the Term of the Lease, including the renewal terms. Notwithstanding any provisions of this paragraph, transfers of partnership interests in Landlord among partners, admission of additional partners, and transfer of the Premises to a limited liability company, the members of which include some or all of the existing partners, shall not be subject to the terms and conditions of this paragraph and shall not trigger the requirements of first offer set forth herein SO LONG AS the existing partners of Landlord continue to hold not less than a majority of the beneficial interest, and Xxxxxxx X. Xxxxxxxxxx, Xx. continues to hold not less than a twenty-five percent (25%) interest, in Landlord or such transferee limited liability company. Notwithstanding the foregoing, a transfer of Xxxxxxx X. Xxxxxxxxxx'x interest in Landlord or such transferee limited liability company by reason of his death or disability or pursuant to any other involuntary transfer shall not be subject to the terms and conditions of this paragraph and shall not trigger the requirements of first offer set forth herein so long as the existing partners of Landlord continue to hold not less than a majority of the beneficial interest in Landlord or such transferee limited liability company. In the event of any transfer of interests in Landlord or of the Premises which does not conform to the requirements of the preceding two sentences, such transfer shall be deemed to be a sale of the Premises and such sale of the Premises shall be subject to the terms and conditions of this paragraph. In the event the Landlord transfers such interest in violation of the preceding paragraph, such transfer shall be subject to the terms of this paragraph and shall be deemed to be the Landlord initiating efforts to sell the Premises and subject to the requirements of this Section with regard to the Landlord initiating efforts to sell the Premises.

RIGHT OF FIRST OFFER TO PURCHASE THE PREMISES. Prior to Landlord initiating efforts to sell the Premises, Landlord must first provide Tenant with written notice of its desire to sell the Premises along with an outline of the specific terms and conditions upon which Landlord would agree to sell. Tenant will have thirty (30) days after receipt of this written notice to negotiate the purchase of the Premises from Landlord. During the thirty (30) day period, Landlord shall not sell enter into any written agreements with regard to the sale of the Premises unless Landlord first provides to a written party other than Tenant. In the event of an unsolicited bona fide offer to Tenant to purchase the Premises, which the “Offer”. The Offer shall collectively include Landlord is willing to accept, Landlord agrees to provide Tenant with a copy of the proposed purchase price, an updated environmental report, offer and a proposed purchase written confirmation from Landlord to Tenant that Landlord is willing to accept the terms and conditions of such offer for the sale agreement (“Proposed PSA”) upon which terms Landlord desires to sell of the Premises. Tenant shall will then have the right ten (10) business days in which to purchase the Premises by executing the Proposed PSA within fourteen (14) days after Tenant’s receipt of the Offer from Landlord and provide a nonrefundable deposit to Landlord equal to [***] ([***]%) percent of the proposed purchase price, the “Deposit”. The Proposed PSA shall substantially be in the form of the previous PSA, herein attached as Exhibit C. If Tenant timely executes the Proposed PSA and provides the correct Deposit, then Tenant shall have the right and obligation offer to purchase the Premises upon the same terms set forth in and conditions as the Proposed PSA and must close on the Premises within forty-five (45) days from the date Landlord receives the executed Proposed PSAunsolicited offer or to submit a competing offer. If Tenant timely executes the Proposed PSA and provides the correct Deposit but fails offers to perform by not closing on purchase the Premises within forty-five (45) daysupon the same terms and conditions by submitting a duly executed written offer, then Tenant shall forfeit the Deposit and this Paragraph 52 Right of First Offer To Purchase The Premises shall no longer be in force and effect. If Tenant either rejects the Offer or does not timely execute the Proposed PSA or provide the correct Deposit, then Landlord shall be free obligated to accept such offer and sell the Premises to a third-party person or entity Tenant upon such terms and conditions. If Tenant offers different terms and conditions, Landlord is free to negotiate with all parties and to sell to whomever Landlord selects, but not on terms and conditions not less which are more favorable to Landlord in any material respect than the Proposed PSA without further obligation those initially offered to Tenant, except that the purchase price may be as much as [***] percent ([***]%) less than that reflected in the Offer. If after Tenant either rejects the Offer or does not timely Landlord fails to execute the Proposed PSA or provide the correct Deposit, and Landlord desires to offer a purchase agreement for the Premises for sale upon terms that are materially less favorable to Landlord than the Proposed PSA and/or at a purchase price that is more than [***] percent ([***]%) less than the purchase price stated in the Proposed PSA, then Landlord must resubmit an Offer in accordance with the procedures set forth above. However, if the new Offer to Tenant is given not more than within one hundred eighty (180) days after first providing Tenant with an outline of the previous Offer to Tenant, then Tenant’s time to execute the Proposed PSA pursuant to such new Offer shall be reduced to five (5) days. Should Landlord be free to sell the Premises to a third-party person or entity upon the specific terms and conditions set forth hereinor the offer upon which Landlord would agree to sell, and fail to convey the Premises to a third-party person or entity within twelve (12) months from the date the Offer expires, the then Landlord shall again be obligated to provide Tenant a new Offer if it wishes with such an outline or the offer before again initiating efforts to sell the Premises thereafteror closing on a sale of the Premises pursuant to the terms of the offer. Tenant’s right of first offer to purchase the Premises shall be a continuing right during the Term of the Lease, including the renewal terms. Notwithstanding any provisions of this paragraph, transfers of partnership interests in Landlord among partners, admission of additional partners, and transfer of the Premises to a limited liability company, the members of which include some or all of the existing partners, shall not be subject to the terms and conditions of this paragraph and shall not trigger the requirements of first offer set forth herein so long as the existing partners of Landlord continue to hold not less than a majority of the beneficial interest, and Xxxxxxx X. Xxxxxxxxxx, Xx. continues to hold not less than a twenty-five percent (25%) interest, in Landlord or such transferee limited liability company. Notwithstanding the foregoing, a transfer of Xxxxxxx X. Xxxxxxxxxx’x interest in Landlord or such transferee limited liability company by reason of his death or disability or pursuant to any other involuntary transfer shall not be subject to the terms and conditions of this paragraph and shall not trigger the requirements of first offer set forth herein so long as the existing partners of Landlord continue to hold not less than a majority of the beneficial interest in Landlord or such transferee limited liability company. In the event of any transfer of interests in Landlord or of the Premises which does not conform to the requirements of the preceding two sentences, such transfer shall be deemed to be a sale of the Premises and such sale of the Premises shall be subject to the terms and conditions of this paragraph. In the event the Landlord transfers such interest in violation of the preceding paragraph, such transfer shall be subject to the terms of this paragraph and shall be deemed to be the Landlord initiating efforts to sell the Premises and subject to the requirements of this Section with regard to the Landlord initiating efforts to sell the Premises.