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. (a) Landlord shall not sell the Premises unless Landlord first provides a written offer hereby grants to Tenant a right of first offer to purchase the Premises, entire Premises in accordance with the terms set forth herein (the “Right of First Offer”), exercisable by Tenant as follows: Landlord shall notify Tenant in writing if Landlord intends to place the Premises on the market for sale to an unaffiliated third party (whether by sale of assets and/or sale of the equity interests in the entity constituting Landlord) (“Landlord’s Right of First Offer Activation Notice”). The Landlord’s Right of First Offer shall collectively Activation Notice will include the proposed purchase price (provided that, if Landlord intends to place the Premises on the market for sale without a specified asking price, an updated environmental report, and then Landlord is not required to provide a proposed purchase and sale agreement price). In any event, by written notice delivered to Landlord within twenty (20) days after receipt of Landlord’s Right of First Offer Activation Notice (“Proposed PSATenant’s Right of First Offer Exercise Deadline”), Tenant may elect to pursue negotiations for the purchase of the Premises (“Tenant’s Right of First Offer Exercise Notice”). (b) upon which terms If Tenant fails to deliver Tenant’s Right of First Offer Exercise Notice by the expiration of Tenant’s Right of First Offer Exercise Deadline, then Landlord desires shall provide Tenant a written reminder notice with respect thereto. If Tenant fails to sell respond within two (2) business days after receipt of such reminder notice, then the Premises. Right of First Offer shall be deemed to be waived by Tenant shall and of no further force or effect, except as otherwise expressly set forth below. (c) If Tenant timely delivers the Tenant’s Right of First Offer Exercise Notice, then have Landlord and Tenant shall, within five (5) business days, enter into good faith negotiations for the right to purchase of the Premises by executing Tenant, on terms and conditions satisfactory to the Proposed PSA parties in their sole good faith discretion (provided, however, that (i) Tenant shall not be entitled to any inspection period or other so-called “free-look”; instead, Tenant shall conduct any desired due diligence within fourteen the Negotiation Period (14) days after Tenant’s receipt as hereinafter defined), Tenant shall be responsible to repair any damage caused by any inspection of the Offer from Landlord Premises, and provide a nonrefundable deposit the indemnification provisions of this Lease shall apply to Landlord equal to [***] any such due diligence inspections, and ([***]%ii) percent of the proposed purchase price, the “Deposit”. The Proposed PSA closing 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 take place within forty-five (45) days from after the date Landlord receives of the executed Proposed PSA. If Tenant timely executes purchase agreement, and (iii) the Proposed PSA purchase and provides sale agreement will contain then-customary provisions for title and survey review, casualty and condemnation, and seller representations, but taking into account that the correct Deposit but fails Premises would be sold to perform by not closing on the occupant of the entire Premises). (d) If, despite such good faith negotiations, the parties are unable to execute an agreement for the sale and purchase of the Premises within fortythirty-five (4535) days, then Tenant shall forfeit days after the Deposit and this Paragraph 52 date of Tenant’s Right of First Offer To Purchase The Premises shall no longer be Exercise Notice (the “Negotiation Period”), for any reason whatsoever, except as set forth in force and effect. If Tenant either rejects the Offer or does not timely execute the Proposed PSA or provide the correct Depositsubsection (e)(ii), then Landlord shall be free have the right to sell the Premises to a third-any entity at any price. In addition, Tenant shall execute, within ten (10) days after the expiration of the Negotiation Period, an instrument in recordable form in order to evidence that Landlord and Tenant were unable to reach an agreement. During the Negotiation Period, Landlord will not solicit any offers or proposals, or enter into negotiations, letters of intent, or sales contracts with any third party person or entity upon terms and conditions with respect to the sale of the Premises. In addition, if the parties do 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, reach an agreement and Landlord desires to offer then places the Premises on the market for sale upon terms that are materially less favorable sale, nothing shall be deemed 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 prohibit Tenant from submitting an Offer offer in accordance with the procedures set forth aboveas may be applicable to Landlord’s offering, which Landlord will evaluate together with any other offers that Landlord may receive for the purchase of the Premises. (e) The Right of First Offer shall not commence until the Base Rent Commencement Date (the “ROFO Commencement Date”). HoweverTo avoid ambiguity, if Landlord enters into a sale agreement in accordance with Section 11.21, above prior to the new Offer to Tenant is given ROFO Commencement Date, but the closing thereunder does not more than one hundred eighty (180) days take place until after the previous ROFO Commencement Date, such closing may proceed and Landlord is not required to activate the Right of First Offer to Tenantfor such transaction. Following the ROFO Commencement Date, then Tenant’s time to execute the Proposed PSA pursuant to such new Right of First Offer shall be reduced continue to five apply to Landlord and its successors until the fifth (55th) daysanniversary of the ROFO Commencement Date. Should After the fifth (5th) anniversary of the ROFO Commencement Date, Landlord be free shall have the absolute and unfettered right to sell the Premises free of the Right of First Offer, subject to the notice provisions provided herein. (f) Notwithstanding anything contained herein to the contrary, Tenant shall not be permitted to exercise the Right of First Offer while in default of this Lease beyond any applicable cure or grace period. (g) Notwithstanding anything contained herein to the contrary, the Right of First Offer shall not be applicable to any direct or indirect transfers (i) by Landlord to a third-party person mortgagee or its nominee in connection with a transfer of Landlord’s interest pursuant to a foreclosure or transfer in lieu thereof or a purchaser at a foreclosure sale, and/or (ii) to or among any legal entity upon that is an affiliate, subsidiary, or parent of Landlord or Landlord’s partners, members, or shareholders, or a legal entity controlled by Landlord into or with which Landlord may be merged or consolidated (except if the terms primary purpose of the merger or consolidation is to circumvent Tenant’s right of first offer and conditions set forth herein, and fail to convey transfer the Premises to a thirdan unaffiliated third party), and/or (iii) to any entity controlled by (A) TIAA-party person CREF, its successors or entity within twelve assigns or (12B) months from any other pension fund or investment fund managed or advised by TIAA-CREF (or any successor thereto by merger or acquisition). (h) From and after such time as Tenant’s Right of First Offer is of no further force or effect (through waiver or otherwise), then Landlord hereby agrees to use reasonable efforts to notify Tenant if Landlord elects to market the date Premises for sale to an unrelated third party, and Tenant may elect to submit an offer in accordance with the Offer expiresprocedures as may be applicable to Landlord’s offering, which Landlord will evaluate together with any other offers that Landlord may receive for the purchase of the Premises. The provisions of this subparagraph are solely for notification purposes only and shall not be deemed to impose any obligation upon Landlord shall be obligated to provide Tenant a new Offer if it wishes to negotiate with or otherwise sell the Premises thereafterto Tenant nor shall this subparagraph impose upon Landlord any obligation to wait any period of time after giving such notice to Tenant before entering into negotiations with another party for the sale of the Premises or the actual conveyance thereof. The notice obligation set forth herein shall not be applicable to any transfers contemplated in subparagraph (g), above. Landlord shall have no liability as a result of Landlord’s failure to provide the notification to Tenant that is contemplated herein. (i) The Right of First Offer is personal to the original Tenant executing this Lease (i.e., Office Depot, Inc.) (the “Original Tenant”), and not to any successors or assigns of the Original Tenant; provided, however, any the Right of First Offer shall be applicable to any assignee of Tenant pursuant to an Exempt Transfer.

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. Landlord shall and Tenant hereby acknowledge and agree that provided that: (i) no Event of Default by Tenant exists under this Lease, (ii) Tenant has not sell assigned this Lease or sublet all or part of the Premises unless Landlord first provides a written offer to (except as permitted under the terms of the Lease), or (iii) Tenant to purchase is not holding over in 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 a one time right to purchase the Premises from the Landlord as set forth more specifically below: a. Landlord agrees that prior to offering the Premises for sale to any prospective purchaser, Landlord shall provide Tenant with written notice (the “Sale Offer Notice”) offering the Premises to Purchaser, which Sale Offer Notice shall include all of the terms and conditions under which Landlord is willing to sell the Premises to Tenant. Tenant shall evidence its receipt of the Sale Offer Notice by executing the Proposed PSA within fourteen (14) days confirming receipt thereof in writing to Landlord promptly after Tenant’s receipt of the Sale Offer from Notice. The terms to be included in the Sale Offer Notice shall be determined by Landlord in its commercially reasonable discretion and provide shall include a nonrefundable deposit to Landlord equal to [***] ([***]%) percent release or a partial release of the proposed purchase price, Premises from any mortgage encumbering the “Deposit”Premises. 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 ten (10) business days from receipt of the right and obligation Sale Offer Notice to elect, in writing, 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 terms of the Sale Offer Notice, failing which Tenant shall have no further right to purchase the Premises and Landlord may sell the Premises or any portion thereof to a third party on such terms as shall be determined by Landlord. b. Notwithstanding anything to the contrary contained herein, if after using good faith commercially reasonable efforts, Landlord and Tenant have not entered into a purchase and sale agreement for the Premises within thirty (30) days of the date that Tenant has elected, pursuant to subsection (a) above, to purchase the Premises in accordance with the terms of the Sale Offer Notice, then (i) the Tenant’s right of first offer to purchase the Premises shall be null and void and Tenant shall have no further right to purchase the Premises, (ii) Tenant shall execute and deliver to Landlord such document as is reasonably acceptable to Landlord indicating that the right of first offer is null and void and that Tenant has no further right to purchase the Premises. c. Tenant’s right of first offer to purchase the Premises as set forth above. However, if in this Section 56 (the new “Offer Right”) is personal to Tenant is given and may not be assigned by Tenant in connection with an assignment of this Lease or otherwise. The Offer Right may not be exercised by anyone other than Tenant. Any attempted assignment of the Offer Right shall be of no effect and the Offer Right shall become forever null and void as of the date of the purported assignment. Tenant expressly acknowledges and agrees that the Offer Right shall not apply in the event of any of the following: (i) The sale of the Premises to an affiliate of Landlord or to a government entity; (ii) The sale of the Premises in connection with a sale of all or substantially all of Landlord’s assets or shares (or interests); (iii) The entering into of any management agreement or any similar agreement which transfers control of the Project by Landlord; (iv) The entering into by Landlord of any ground lease, mortgage, or trust deed upon all or any portion of the Project, any advances made thereunder and all renewals, modifications, consolidations, replacements, extensions, and re-financings thereof; (v) The entering into a contract by Landlord for the sale of more than one hundred eighty property wherein the Project is one of such properties; or (180vi) Any transfer of the Project for no material consideration for estate planning or other similar purposes. The Offer Right shall be subject and subordinate to any mortgage now, or hereafter placed, upon the Project or any portion of the Project, and to any renewals, modifications, consolidations, replacements, extensions, and re-financings thereof. Tenant agrees to use good faith and commercially reasonable efforts to execute and acknowledge any such SNDA as Landlord reasonably requests (provided same is in form and substance reasonably acceptable to Tenant) within ten (10) business days after Landlord’s delivery of the previous Offer same to Tenant, then . Tenant’s time failure to execute the Proposed PSA pursuant to such new Offer SNDA within ten (10) business days after written demand 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 constitute an Event of Default by Tenant a new Offer if it wishes to sell the Premises thereafterhereunder.

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.