Common use of Right of First Refusal Option Clause in Contracts

Right of First Refusal Option. a. If Lessor elects, during the Term to (i) sell or otherwise transfer all or any portion of the Premises, whether separately or as part of a larger parcel of which the Premises is a part, or (ii) grant to a third party by easement or other legal instrument an interest in and to that portion of the Premises occupied by Lessee, or a larger portion thereof, with or without an assignment of this Agreement to such third party, Lessee shall have the right of first refusal to meet any bona fide offer of sale or transfer on the same terms and conditions of such offer. If Lessee fails to meet such bona fide offer, in writing, within ten (10) days after written notice thereof from Lessor, Lessor may sell or grant the easement or interest in the Premises or portion thereof to such third person in accordance with the terms and conditions of such third party offer. For purposes of this Paragraph, any transfer, bequest or devise of Lessor’s interest in the Premises shall not be considered a sale of the Premises for which Lessee has any right of first refusal. b. Lessee, as part of the consideration herein, is hereby granted the exclusive right, option and privilege of purchasing the Premises (the “Option”), in accordance with the terms and conditions set forth below. Provided, that Lessee is not then in default, Lessee may exercise the Option by written notice to Lessor not more than ninety (90) days prior to the expiration of the Term. The Option, if not already exercised, shall expire upon the earlier of the termination or expiration of the Term. i. The purchase price for the Premises upon exercise of the Option shall be $50,000.00, payable in cash, certified check, or check at closing of the Option exercise, as set forth below. ii. The Premises shall also include all land, together with all improvements thereon, all appurtenant rights, privileges, easements, buildings, fixtures, heating, electrical, plumbing and air conditioning fixtures and facilities. iii. Lessor shall convey marketable title to the Premises with the above described inclusions, by good and sufficient general warranty deed in fee simple absolute, on or before closing; said title to be free, clear, and unencumbered, subject to only to legal highways, governmental ordinances, zoning ordinances, easements, reservations, agreements, conditions and restrictions of record and taxes and assessments. Title shall be duly conveyed to Lessee and/or its assigns. iv. The deed shall be delivered and the purchase price shall be paid at the title agency or other office of Lessee’s choice, no later than thirty (30) days after the delivery of Lessee’s written notice notifying Lessor of Lessee’s exercise of the Option. vi. UPON CLOSING, LESSOR SHALL SELL AND CONVEY TO LESSEE, AND LESSEE SHALL ACCEPT THE PREMISES “AS IS, WHERE IS, WITH ALL FAULTS.” LESSEE WILL CONDUCT SUCH INVESTIGATIONS OF THE PREMISES, INCLUDING BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AS LESSEE DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PREMISES AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF LESSOR. UPON CLOSING, LESSEE SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY LESSEE’S INVESTIGATIONS. vii. From and after Closing, Lessee for itself, its successors and assigns, waives, releases, and forever discharges Lessor, its members, directors, officers, employees, and agents, and their respective heirs, successors, personal representatives and assigns (collectively, the “Released Parties”), of and from any and all causes of action, suits, legal or administrative proceedings, claims, demands, actual damages, punitive damages, losses, costs, clean-up, removal or remediation costs, liabilities, injuries to persons, including death, property or natural resources, interest, attorneys’ fees and expenses of whatever kind and nature, in law or in equity, known or unknown (collectively, “Liabilities”), that Lessee ever had, now has, or in the future may have, against any of the Released Parties, based upon, or arising directly or indirectly out of the use, maintenance, ownership or operation of the Premises prior to closing. viii. The provisions of this Paragraph 15 shall survive closing and delivery of the Deed.

Right of First Refusal Option. a. If Lessor elects, during the Term Sublessee hereby grants to (i) sell or otherwise transfer Sublessor a right of first refusal to lease all or any portion of the Premises, whether separately or as part of Sublease Premises upon the following terms and conditions. In the event that Sublessee receives a larger parcel of which the Premises is a part, or (ii) grant to bona fide offer from a third party by easement to sub-sublease (the "Outside Offer") all or a part of the Sublease Premises which Sublessee desires to accept, Sublessee will notify Sublessor ("Sublessee's Notice") of the rental rate and other legal instrument an interest in terms and provisions of any such proposed Outside Offer, and Sublessor will have the right within five (5) business days after Sublessee's Notice to that provide written notice to Sublessee of Sublessor's desire to negotiate a lease on such portion of the Sublease Premises occupied by Lesseeupon the same general terms and conditions as set forth in Sublessee's Notice; provided, or however, in the event that Sublessor fails to provide Sublessee such written notice within five (5) business days after Sublessee's Notice then Sublessor shall be deemed to have waived its rights hereunder and Sublessee may negotiate and enter into a larger lease on the Sublease Premises upon the general terms and conditions as provided in Sublessee's Notice. In the event that Sublessor notifies Sublessee in writing within five (5) business days after Sublessee's Notice that Sublessor desires to lease such portion thereofof the Sublease Premises upon such general terms and conditions as provided in Sublessee's Notice, with or without then Sublessee and Sublessor shall execute an assignment amendment hereto acknowledging that Sublessor is leasing such portion of this Agreement to such third party, Lessee shall have the right of first refusal to meet any bona fide offer of sale or transfer on Sublease Premises upon the same terms and conditions of such offer. If Lessee fails to meet such bona fide offer, in writing, within ten (10) days after written notice thereof from Lessor, Lessor may sell or grant the easement or interest in the Premises or portion thereof to such third person in accordance with the terms and conditions of such third party offer. For purposes of this Paragraph, any transfer, bequest or devise of Lessor’s interest in the Premises shall not be considered a sale of the Premises for which Lessee has any right of first refusal. b. Lessee, as part of the consideration herein, is hereby granted the exclusive right, option and privilege of purchasing the Premises (the “Option”), in accordance with the terms and conditions set forth below. Provided, that Lessee is not then in default, Lessee may exercise the Option by written notice to Lessor not more than ninety (90) days prior to the expiration of the Term. The Option, if not already exercised, shall expire upon the earlier of the termination or expiration of the Term. i. The purchase price for the Premises upon exercise of the Option shall be $50,000.00, payable in cash, certified check, or check at closing of the Option exercise, as set forth below. ii. The Premises shall also include all land, together with all improvements thereon, all appurtenant rights, privileges, easements, buildings, fixtures, heating, electrical, plumbing and air conditioning fixtures and facilities. iii. Lessor shall convey marketable title to the Premises with the above described inclusions, by good and sufficient general warranty deed in fee simple absolute, on or before closing; said title to be free, clear, and unencumbered, subject to only to legal highways, governmental ordinances, zoning ordinances, easements, reservations, agreements, conditions and restrictions of record and taxes and assessments. Title shall be duly conveyed to Lessee and/or its assigns. iv. The deed shall be delivered and the purchase price shall be paid at the title agency or other office of Lessee’s choice, no later than thirty (30) days after the delivery of Lessee’s written notice notifying Lessor of Lessee’s exercise of the Option. vi. UPON CLOSING, LESSOR SHALL SELL AND CONVEY TO LESSEE, AND LESSEE SHALL ACCEPT THE PREMISES “AS IS, WHERE IS, WITH ALL FAULTS.” LESSEE WILL CONDUCT SUCH INVESTIGATIONS OF THE PREMISES, INCLUDING BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AS LESSEE DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PREMISES AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF LESSOR. UPON CLOSING, LESSEE SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY LESSEE’S INVESTIGATIONS. vii. From and after Closing, Lessee for itself, its successors and assigns, waives, releases, and forever discharges Lessor, its members, directors, officers, employees, and agents, and their respective heirs, successors, personal representatives and assigns (collectively, the “Released Parties”), of and from any and all causes of action, suits, legal or administrative proceedings, claims, demands, actual damages, punitive damages, losses, costs, clean-up, removal or remediation costs, liabilities, injuries to persons, including death, property or natural resources, interest, attorneys’ fees and expenses of whatever kind and nature, in law or in equity, known or unknown (collectively, “Liabilities”), that Lessee ever had, now has, or in the future may haveMaster Lease, against any of except as otherwise provided in the Released Parties, based upon, or arising directly or indirectly out of the use, maintenance, ownership or operation of the Premises prior to closingOutside Offer. viii. The provisions of this Paragraph 15 shall survive closing and delivery of the Deed.

Right of First Refusal Option. a. If Lessor electsProvided this Sublease is then in effect and provided Sublessee is not then in default of this Sublease, and subordinate to Voicestream's "Right of First Refusal", Sublessor agrees that, in the event additional space leased by Sublessor in the Demised Premises is or becomes available during the Initial or Renewal Term to (i) sell or otherwise transfer all or any portion of the Premises, whether separately or as part of a larger parcel of which the Premises is a part, or (ii) grant to a third party by easement or other legal instrument an interest in and to that portion of the Premises occupied by Lessee, or a larger portion thereof, with or without an assignment of this Agreement to such third partySublease, Lessee Sublessee shall have the a right of first refusal to meet expand into such additional space for use by Sublessee or any affiliate controlled by Sublessee; provided, however, that Sublessor shall have the right to itself occupy or leave such space vacant without obligation therefor to Sublessee. Sublessee shall have the right to occupy such additional space upon the same terms as are offered by Sublessor to any third party. Sublessor shall notify Sublessee in writing promptly upon becoming aware of the availability of additional space. Sublessor shall further notify Sublessee of any acceptable bona fide offer to lease such additional space, and shall advise Sublessee of sale or transfer on the same material terms and conditions of such offer. If Lessee fails to meet Sublessee shall exercise its right of first refusal by notifying Sublessor of its intention within fifteen (15) days after receiving written notice of the material terms of such bona fide offer. In the event Sublessee fails to notify Sublessor within such fifteen-day period, in writing, within ten (10) days after written notice thereof from Lessor, Lessor may sell or grant the easement or interest in the Premises or portion thereof to such third person in accordance with the terms and conditions of such third party offer. For purposes of this Paragraph, any transfer, bequest or devise of Lessor’s interest in the Premises shall not be considered a sale of the Premises for which Lessee has any Sublessee's right of first refusal. b. Lesseerefusal for such additional space shall terminate, as part but such termination shall be without prejudice to Sublessee's right of first refusal for such space should it again become available during the consideration hereinInitial or Renewal Term of this Sublease, or should the terms under which the additional space is hereby granted actually leased differ materially from the exclusive rightbona fide offer (without limitation, option and privilege of purchasing the Premises (the “Option”any change in description, price or term to be deemed material), and is without prejudice to Sublessee's right of first refusal for any other additional space leased by Sublessor in accordance with the terms and conditions set forth belowDemised Premises. Provided, that Lessee is not then in default, Lessee may exercise the Option by written notice to Lessor not more than ninety (90) days prior to the expiration of the Term. The Option, if not already exercised, shall expire upon the earlier of the termination or expiration of the Term. i. The purchase price for the Premises upon exercise of the Option Sublessee shall be $50,000.00, payable in cash, certified check, or check at closing of the Option exercise, as set forth belowunder no obligation to lease any additional space that becomes available. ii. The Premises shall also include all land, together with all improvements thereon, all appurtenant rights, privileges, easements, buildings, fixtures, heating, electrical, plumbing and air conditioning fixtures and facilities. iii. Lessor shall convey marketable title to the Premises with the above described inclusions, by good and sufficient general warranty deed in fee simple absolute, on or before closing; said title to be free, clear, and unencumbered, subject to only to legal highways, governmental ordinances, zoning ordinances, easements, reservations, agreements, conditions and restrictions of record and taxes and assessments. Title shall be duly conveyed to Lessee and/or its assigns. iv. The deed shall be delivered and the purchase price shall be paid at the title agency or other office of Lessee’s choice, no later than thirty (30) days after the delivery of Lessee’s written notice notifying Lessor of Lessee’s exercise of the Option. vi. UPON CLOSING, LESSOR SHALL SELL AND CONVEY TO LESSEE, AND LESSEE SHALL ACCEPT THE PREMISES “AS IS, WHERE IS, WITH ALL FAULTS.” LESSEE WILL CONDUCT SUCH INVESTIGATIONS OF THE PREMISES, INCLUDING BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AS LESSEE DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PREMISES AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF LESSOR. UPON CLOSING, LESSEE SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY LESSEE’S INVESTIGATIONS. vii. From and after Closing, Lessee for itself, its successors and assigns, waives, releases, and forever discharges Lessor, its members, directors, officers, employees, and agents, and their respective heirs, successors, personal representatives and assigns (collectively, the “Released Parties”), of and from any and all causes of action, suits, legal or administrative proceedings, claims, demands, actual damages, punitive damages, losses, costs, clean-up, removal or remediation costs, liabilities, injuries to persons, including death, property or natural resources, interest, attorneys’ fees and expenses of whatever kind and nature, in law or in equity, known or unknown (collectively, “Liabilities”), that Lessee ever had, now has, or in the future may have, against any of the Released Parties, based upon, or arising directly or indirectly out of the use, maintenance, ownership or operation of the Premises prior to closing. viii. The provisions of this Paragraph 15 shall survive closing and delivery of the Deed.