Common use of RIGHT OF FIRST OFFERING Clause in Contracts

RIGHT OF FIRST OFFERING. 43.1 If before the last twelve (12) months of the Lease Term, the existing tenant(s) occupying space on any floor of the Building (a) elect(s) to vacate such space and its (their) lease agreement(s) is (are) terminated, or (b) do(es) not enter into a new lease agreement or (c) do(es) not exercise any extension or renewal rights under its (their) existing lease(s), and (d) no other tenant(s) in the Building shall have previously been granted an option or prior right of first offering on such block of space, and such block of space thereby becomes available, then within a reasonable period of time after Landlord is notified by the existing tenant occupying such block of space that such block of space will become available, Landlord shall first offer the entire block of space to Tenant in writing at the fair market base annual rent and additional rent in effect at the time such space becomes available, and on such other terms and conditions as are acceptable to Landlord. Tenant shall have ten (10) days in which to accept in writing Landlord's offer for the entire block of space, time being of the essence. If Tenant fails to accept Landlord's offer within the time specified, Landlord shall have no further obligation to Tenant with respect to any of such space. In the event Tenant accepts Landlord's offer for the entire block of space within the time specified, Tenant agrees to accept the space in its "as is" condition at the time the previous occupant vacates and shall be obligated for the payment of base annual rent and additional rent from the date following the day such space is vacated, regardless of any time required to construct, alter or redecorate the space to Tenant's requirements. Tenant shall execute an amendment to this Lease evidencing the terms and conditions for the leasing of this additional space. Landlord makes no representation that any carpeting or special improvements present in the additional space prior to the time the previous occupant vacates the space will remain for Tenant's use. This right of first offering shall not apply to any block of space which is offered for sublet or assignment by the existing tenant thereof, nor shall it apply to any block of space re-leased by the existing tenant thereof by renewal, extension or renegotiation. This right of first offering is contingent on Tenant not having been in default, beyond the applicable notice and cure periods, of any of the terms or conditions of this Lease at the time before the time of Landlord's offer, Tenant's acceptance of Landlord's offer and thereafter through the date on which the term of the additional space commences, and is further contingent on Tenant being in substantial (51% or more) occupancy of the Demised Premises at each such point in time. Notwithstanding the foregoing, Landlord shall have no liability whatsoever for failing to notify or advise Tenant of the availability of any space pursuant to this provision and Tenant hereby waives all legal and equitable rights with respect hereto.

RIGHT OF FIRST OFFERING. 43.1 If before Section 47.01. In the last twelve event that Tenant is not in default hereunder beyond any applicable notice and grace period, provided, that (12i) months Tenant has exercised its option pursuant to Article 46 to lease the entire 16,900 rentable square feet of the Lease Term, the existing tenant(s) occupying space on any the third floor of the Building and (aii) elect(sTenant has subleased not more than forty percent (40%) of the Premises, Tenant shall have a limited one time right for such portion of the third (3rd) floor of the Building which on the date hereof is occupied by Landlord (10,600 rentable square feet) which shall become vacant and available for leasing (any such portion of additional space is hereinafter referred to vacate as the "Additional Space"). Tenant will have no rights whatsoever with respect to the Additional Space if Landlord continues to use or occupy the space which shall be in Landlord's sole and absolute discretion, and nothing herein contained shall at any time prohibit or restrict Landlord from showing such Additional Space to, and negotiating a lease with, any other prospective tenant. Section 47.02. At such time as the Additional Space will become vacant and available for leasing as determined by Landlord and Landlord determines that the Additional Space will be available for leasing, in the sole and absolute discretion of Landlord, Landlord shall notify Tenant of the availability or proposed availability of such space and the rental rate which Landlord determines as the rental rate for the Additional Space as of the proposed commencement date designated by Landlord with respect to the Additional Space. Tenant shall notify Landlord of its acceptance or rejection of all (theirbut not part) of such space at such rental rate as designated by Landlord within fifteen (15) days (with time of the essence) after the rendition of such notice by Landlord. Tenant must elect to lease agreement(s) is (are) terminatedall of such space available and may not elect or offer to lease only a portion of such space. If Tenant rejects Tenant's one time right to the Additional Space, or (b) do(es) not Landlord shall thereafter be free to enter into a new lease agreement or thereof with any person(s) (cincluding Tenant) do(es) not exercise upon any extension or renewal rights under its (their) existing lease(s), and (d) no other tenant(s) in the Building shall have previously been granted an option or prior right of first offering on such block of space, and such block of space thereby becomes available, then within a reasonable period of time after Landlord is notified by the existing tenant occupying such block of space that such block of space will become available, Landlord shall first offer the entire block of space to Tenant in writing at the fair market base annual rent and additional rent in effect at the time such space becomes available, and on such other terms and conditions as are acceptable to Landlord. that Landlord shall desire, and Tenant shall have ten (10) days in which to accept in writing Landlord's offer for the entire block of space, time being of the essence. If Tenant fails to accept Landlord's offer within the time specified, Landlord shall have no further obligation to Tenant rights with respect thereto. Section 47.03. with respect to any of such space. In the event Tenant accepts Landlord's offer Additional Space, the terms "Expense Base" for the entire block of space within the time specifiedExpense Escalation and "Base Tax" for Tax Escalation, Tenant agrees to accept the space in its "as is" condition at the time the previous occupant vacates under Articles 6 and 7, each shall be obligated for deemed to have the payment of base annual rent and additional rent from same meaning as set forth herein so that there will be no change or readjustment with respect to the date following the day such space is vacated, regardless of any time required to construct, alter or redecorate the space to Additional Space. "Tenant's requirements. Tenant Share" (as defined in Articles, 6 and 7) shall execute an amendment to this Lease evidencing be accordingly increased based upon the terms and conditions for the leasing number of this additional space. Landlord makes no representation that any carpeting or special improvements present in the additional space prior to the time the previous occupant vacates the space will remain for Tenant's use. This right of first offering shall not apply to any block of space which is offered for sublet or assignment by the existing tenant thereof, nor shall it apply to any block of space re-leased by the existing tenant thereof by renewal, extension or renegotiation. This right of first offering is contingent on Tenant not having been in default, beyond the applicable notice and cure periods, of any rentable square feet of the terms or conditions of this Lease at the time before the time of Landlord's offer, Tenant's acceptance of Landlord's offer and thereafter through the date on which the term of the additional space commences, and is further contingent on Tenant being in substantial (51% or more) occupancy of the Demised Premises at each such point in time. Notwithstanding the foregoing, Landlord shall have no liability whatsoever for failing to notify or advise Tenant of the availability of any space pursuant to this provision and Tenant hereby waives all legal and equitable rights with respect heretoAdditional Space.

RIGHT OF FIRST OFFERING. 43.1 65.1 If before the last twelve (12) months of the Lease Term, the existing tenant(s) occupying space contiguous to the Demised Premises on any the Third (3rd) floor of the Building (a) elect(s) to vacate such space and its (their) lease agreement(s) is (are) terminated, or (b) do(es) not enter into a new lease agreement or (c) do(es) not exercise any extension or renewal rights under its (their) existing lease(s), and (d) no other tenant(s) in the Building shall have previously been granted an option or prior right of first offering on such block of contiguous space, and such block of contiguous space thereby becomes available, then within a reasonable period of time after Landlord is notified by the existing tenant occupying such block of contiguous space that such block of space will become available, Landlord shall first offer the entire block of contiguous space to Tenant in writing at the fair market base annual rent and additional rent in effect at the time such space becomes available, and on such other terms and conditions as are reasonably acceptable to Landlord. Tenant shall have ten (10) days in which to accept in writing Landlord's offer for the entire block of contiguous space, time being of the essence. If Tenant fails to accept Landlord's offer within the time specified, Landlord shall have no further obligation to Tenant with respect to any of such space. In the event Tenant accepts Landlord's offer for the entire block of contiguous space within the time specified, Tenant agrees to accept the space in its "as is" condition at the time the previous occupant vacates and shall be obligated for the payment of base annual rent and additional rent from the date following the day such space is vacated, regardless of any time required to construct, alter or redecorate the space to Tenant's requirements. Tenant shall execute an amendment to this Lease evidencing the terms and conditions for the leasing of this additional space. Landlord makes no representation that any carpeting or special improvements present in the additional space prior to the time the previous occupant vacates the space will remain for Tenant's use. This right of first offering shall not apply to any block of space which is offered for sublet or assignment by the existing tenant thereof, nor shall it apply to any block of space re-leased by the existing tenant thereof by renewal, extension or renegotiation. This right of first offering is contingent on Tenant not having been in default, default beyond the applicable notice and any cure periods, period of any of the terms or conditions of this Lease at any time during the time twelve month period before the time of Landlord's offer, Tenant's acceptance of Landlord's offer and thereafter through the date on which the term of the additional space commences, and is further contingent on Tenant being in substantial (51% or more) occupancy of the Demised Premises at each such point in time. Notwithstanding the foregoing, Landlord shall have no liability whatsoever for failing to notify or advise Tenant of the availability of any space pursuant to this provision and Tenant hereby waives all legal and equitable rights with respect hereto.

RIGHT OF FIRST OFFERING. 43.1 If before SECTION 29.1. In the last event that Rentable Area (the "Expansion Space") from time to time becomes available anywhere in the Building during the period commencing on the date hereof until the end of the Term, and provided this Lease is in full force and effect, Tenant shall have the option (the "Expansion Option") to lease such Expansion Space on the terms and conditions hereinafter set forth. Landlord shall send notice in writing (the "Expansion Notice") to Tenant specifying the location and configuration of such Expansion Space and the date on which the Expansion Space is scheduled to become available for occupancy, provided, that in no event shall Landlord send an Expansion Notice to Tenant more than twelve (12) months prior to the time at which the space which is the subject of such Expansion Notice is scheduled to become available for occupancy. Each Expansion Option shall be exercisable by Tenant giving written notice of the Lease Term, the existing tenant(s) occupying space on any floor exercise of the Building particular Expansion Option within thirty (a30) elect(s) to vacate such space and its (their) lease agreement(s) is (are) terminated, or (b) do(es) not enter into a new lease agreement or (c) do(es) not exercise any extension or renewal rights under its (their) existing lease(s), and (d) no other tenant(s) in the Building shall have previously been granted an option or prior right of first offering on such block of space, and such block of space thereby becomes available, then within a reasonable period of time days after Landlord is notified by sends the existing tenant occupying such block of space that such block of space will become available, Landlord applicable Expansion Notice. Tenant shall first offer lease the entire block of space to Tenant in writing at Expansion Span on the fair market base annual rent and additional rent in effect at the time such space becomes available, and on such other same terms and conditions as are acceptable the Premises except that (a) the Base Rent payable pursuant to Article 4 of this Lease shall be the Fair Market Value Rate, determined as of the date of the exercise of such option by Tenant, of such Expansion Space multiplied by the Rentable Area of the Expansion Space, and (b) the Operating Costs Factor applicable to the Expansion Space shall be the quotient derived by dividing the Annual Operating Costs for the calendar year in which the term of the lease of such Expansion Space commences by the Rentable Area of the Building, provided however, that with respect to Expansion Space offered to Tenant hereunder which has not been previously leased to any tenant ("Initial Lease-Up Expansion Space"), the determination of the Fair Market Value Rate shall take into consideration the then-existing state of such Initial Lease-Up Expansion Space, including the existence or non-existence of any leasehold improvements therein, and the absence of any cash allowance for any such work payable to Tenant by Landlord. In the event that Tenant shall have ten (10) days in which to accept in writing Landlord's offer for the entire block of space, time being of the essence. If Tenant fails to accept Landlord's offer does not exercise any such Expansion Option within the time specifiedperiod required by this Section 29.1, Landlord shall have no further obligation be free to Tenant lease the Expansion Space that was the subject of such Expansion Option to any other party on such terms and conditions that Landlord determines in Landlord's sole discretion, but Tenant's option rights under this Section 29.1 shall continue in full force and effect with respect to any Expansion Space thereafter becoming available for lease in accordance with this Article 29. SECTION 29.2. On the date of delivery of possession of the Expansion Space (but not earlier than the date on which Landlord previously advised Tenant such spaceExpansion Space would be available), such space shall be added to and constitute a part of the Premises. In the event Tenant accepts Landlord's offer for the entire block of space within the time specified, Tenant agrees to shall accept the space Expansion Space in its "as is" condition at and Tenant's obligation to pay rent with respect to the time the previous occupant vacates and Expansion Space shall be obligated for the payment of base annual rent and additional rent from commence on the date following the day of delivery of such space is vacated, regardless of any time required by Landlord to construct, alter or redecorate the space to Tenant's requirements. Tenant shall execute an amendment to this Lease evidencing the terms and conditions for the leasing of this additional space. Landlord makes no representation that any carpeting or special improvements present in the additional space prior to the time the previous occupant vacates the space will remain for Tenant's use. This right of first offering shall (but not apply to any block of space which is offered for sublet or assignment by the existing tenant thereof, nor shall it apply to any block of space re-leased by the existing tenant thereof by renewal, extension or renegotiation. This right of first offering is contingent on Tenant not having been in default, beyond the applicable notice and cure periods, of any of the terms or conditions of this Lease at the time before the time of Landlord's offer, Tenant's acceptance of Landlord's offer and thereafter through earlier than the date on which the term of the additional space commences, and is further contingent on Landlord previously advised Tenant being in substantial (51% or more) occupancy of the Demised Premises at each such point in timeExpansion Space would be available). Notwithstanding the foregoing, Landlord shall have no liability whatsoever for failing obligation to notify make any alterations, decorations, additions or advise improvements in or to the Expansion Space. Tenant shall not make any alterations, installations, additions or improvements to the Expansion Space unless Tenant complies with Section 8.2.2 of this Lease. SECTION 29.3. Notwithstanding anything herein contained to the contrary, Tenant shall be entitled to lease only that amount of Initial Lease-Up Expansion Space which will not, when aggregated with the Rentable Area of the availability Premises, exceed seventy-five percent (75%) of the Rentable Area of the Building. SECTION 29.4. Tenant's option rights under this Article 29 shall be subject to any option granted by Landlord to another tenant of the Building contained in the original lease executed by Landlord and such other tenant that permits such other tenant the right to expand its leased premises to add additional space pursuant whose location is specifically described in such original lease at a particular time (such as, for example, an option in the original ten (10) year lease of a tenant leasing seventy-five percent (75%) of the fourth (4th) floor to lease the remainder of the fourth (4th) floor effective in the fifth (5th) lease year), but Tenant's rights under this provision and Tenant hereby waives all legal and equitable Article 29 shall be superior to any other rights with respect heretoof first offering or first refusal granted to any other tenant of the Building.

RIGHT OF FIRST OFFERING. 43.1 If 41.1 Provided that Tenant has not previously exercised its cancellation option pursuant to Section 39.1, then if, before the last twelve (12) months of the Lease Term, the existing tenant(s) occupying space on any floor the First (1st) or Sixth (6th) floors of the Building (a) elect(s) to vacate such space and its (their) lease agreement(s) is (are) terminated, or (b) do(es) not enter into a new lease agreement or (c) do(es) not exercise any extension or renewal rights under its (their) existing lease(s), and (d) no other tenant(s) in the Building shall have previously been granted an option or prior right of first offering on such block of space, and such block of space thereby becomes available, then within a reasonable period of time after Landlord is notified by the existing tenant occupying such block of space that such block of space will become available, Landlord shall first offer the entire block of space to Tenant in writing at the fair market base annual rent and additional rent in effect at the time such space becomes available, and on such other terms and conditions as are acceptable to Landlord. Tenant shall have ten (10) days in which to accept in writing Landlord's ’s offer for the entire block of space, time being of the essence. If Tenant fails to accept Landlord's ’s offer within the time specified, Landlord shall have no further obligation to Tenant with respect to any of such space. In the event Tenant accepts Landlord's ’s offer for the entire block of space within the time specified, Tenant agrees to accept the space in its "“as is" ” condition at the time the previous occupant vacates and shall be obligated for the payment of base annual rent and additional rent from the date following the day such space is vacated, regardless of any time required to construct, alter or redecorate the space to Tenant's ’s requirements. Tenant shall execute an amendment to this Lease evidencing the terms and conditions for the leasing of this additional space. Landlord makes no representation that any carpeting or special improvements present in the additional space prior to the time the previous occupant vacates the space will remain for Tenant's ’s use. This right of first offering shall not apply to any block of space which is is: (a) vacant as of the date of this Lease, (b) offered for sublet or assignment by the existing tenant thereof, nor shall it apply to any block of space or (c) re-leased by the existing tenant thereof by renewal, extension or renegotiation. This right of first offering is contingent on Tenant not having been in default, beyond the applicable notice and cure periods, default of any of the terms or conditions of this Lease at the time before the time of Landlord's ’s offer, Tenant's ’s acceptance of Landlord's ’s offer and thereafter through the date on which the term of the additional space commences, and is further contingent on Tenant being in substantial (5151 % or more) occupancy of the Demised Premises at each such point in time. 41.2 Tenant shall have an ongoing opportunity to lease the currently vacant space on the sixth (6th) floor and a one opportunity only to lease the currently vacant space on either the First (1st) floor of the Building after Landlord notifies Tenant in writing that Landlord has a bona fide prospect for such space. Notwithstanding the foregoing, Landlord shall have no liability whatsoever for failing offer such space to notify or advise Tenant of under the availability of any space pursuant to this provision and Tenant hereby waives all legal and equitable rights with respect heretosame terms as specified in Section 41.1.