Common use of Right of First Refusal (Purchase) Clause in Contracts

Right of First Refusal (Purchase). (hereinafter referred to as the "Existing Facilities") and any correctional or detention facility which is acquired or developed in the future, and owned, by CCA or any of its Affiliates (hereinafter referred to as the "Future Facilities"), subject to the terms and conditions hereof. If, following the date hereof, CCA shall receive a bona fide third party offer to Transfer any Existing Facilities or Future Facilities, then, prior to accepting such third party offer, CCA shall send written notice and a copy thereof to the Company ("CCA's Sale Notice"). The Company shall have ninety (90) days after receipt of CCA's Sale Notice to exercise the Company's Purchase Refusal Right, by giving CCA written notice thereof. Failure of the Company to exercise the Purchase Refusal Right within such time period set forth above shall be deemed to extinguish the Purchase Refusal Right for a period of one hundred eighty (180) days. Thereafter, prior to the expiration of such one hundred eighty (180) days, CCA may Transfer such Existing Facility or Future Facility provided however, that the Transfer of the Existing Facility or Future Facility is at a price equal to or greater than the price contained in CCA's Sale Notice, and otherwise consistent in all material respects with the terms and conditions set forth in CCA's Sale Notice. The Company's Purchase Refusal Right shall revive in the event that CCA fails to Transfer the Existing Facility or Future Facility within said one hundred eighty (180) days. In the event that the Company elects to exercise the Purchase Refusal Right and to acquire the Existing Facility or Future Facility thereby, the Company shall acquire such Existing Facility or Future Facility on the same terms and conditions and subject to all time periods and other limitations as provided in CCA's Sale Notice (provided, however, the Company shall in all events have not less than ninety (90) days to close its acquisition of the Existing Facility or Future Facility following its written notice exercising its Purchase Refusal Right). Notwithstanding the foregoing provisions, the Purchase Refusal Right shall not be applicable to any Transfer of an Existing Facility or a Future Facility to any Affiliate of CCA.

Right of First Refusal (Purchase). The Company shall have a right of first refusal to purchase (hereinafter referred to as the "Existing FacilitiesPurchase Refusal Right") and any correctional or detention facility which is acquired or developed in the futuredeveloped, and owned, by CCA CMSC or any of its Affiliates (as defined herein) in the future (hereinafter referred to as the "Future Facilities"), subject to the terms and conditions hereof. If, following the date hereof, CCA CMSC shall receive a bona fide third party offer to Transfer Transfer(as hereinafter defined) any Existing Facilities or Future Facilities, then, prior to accepting such third party offer, CCA CMSC shall send written notice and a copy thereof to the Company ("CCACMSC's Sale Notice"). The Company shall have ninety (90) days after receipt of CCACMSC's Sale Notice to exercise the Company's Purchase Refusal Right, by giving CCA CMSC written notice thereof. Failure of the Company to exercise the Purchase Refusal Right within such time period set forth above shall be deemed to extinguish the Purchase Refusal Right for a period of one hundred eighty (180) days. Thereafter, prior to the expiration of such one hundred eighty (180) days, CCA CMSC may Transfer (as hereinafter defined) such Existing Facility or Future Facility provided provided, however, that the Transfer (as hereinafter defined) of the Existing Facility or Future Facility is at a price equal to or greater than the price contained in CCACMSC's Sale Notice, and otherwise consistent in all material respects with the terms and conditions set forth in CCACMSC's Sale Notice. The Company's Purchase Refusal Right shall revive in the event that CCA CMSC fails to Transfer (as hereinafter defined) the Existing Facility or Future Facility within said one hundred eighty (180) days. In the event that the Company elects to exercise the Purchase Refusal Right and to acquire the Existing Facility or Future Facility thereby, the Company shall acquire such Existing Facility or Future Facility on the same terms and conditions and subject to all time periods and other limitations as provided in CCACMSC's Sale Notice (provided, however, the Company shall in all events have not less than ninety (90) days to close its acquisition of the Existing Facility or Future Facility following its written notice exercising its Purchase Refusal Right). Notwithstanding the foregoing provisions, the Purchase Refusal Right shall not be applicable to any Transfer (as hereinafter defined) of an Existing Facility or a Future Facility to any Affiliate (as hereinafter defined) of CCACMSC.

Right of First Refusal (Purchase). If, during Tenant's occupancy of the Leased Premises during the term of this Lease, the Lessor is in receipt of a bona fide purchase offer from a third party to purchase the Leased Premises (hereinafter referred to as the "Existing Facilities") and any correctional or detention facility which is acquired or developed in the future, and owned, by CCA or any of its Affiliates (hereinafter referred to as the "Future Facilitiesthird party offer"), subject which offer Lessor decides to accept, Lessor shall give Tenant a copy of the offer along with Lessor's written statement that Lessor desires to accept such offer. Tenant shall have the right to purchase the Leased Premises from Lessor upon the same terms and conditions as proposed in the third party offer. Tenant's right to purchase the Leased Premises from Lessor may only be exercised by Tenant's submission of a written purchase contract properly executed by Tenant and delivered to Lessor together with the applicable xxxxxxx money as above described no later than 7 business days after Lessor has provided Tenant with a copy of the third party offer. If Tenant fails to timely submit such a written purchase offer within such 7 business day period, Tenant shall be deemed to have waived such purchase right and Lessor shall be free to sell the Leased Premises to the third party pursuant to the third party offer, In the case of Tenant not exercising such purchase right, Tenant shall, upon the request of Lessor, execute a certificate acknowledging that it has waived its rights to purchase the Leased Premises pursuant to this paragraph. Notwithstanding the foregoing the rights granted to Tenant under this paragraph 27 shall not be applicable in the event Lessor transfers the Leased Premises to family members related to any general partner or limited partner of Lessor, to related limited partnerships or general partnerships, or to any family trusts or related entities; provided, however, that the right of Tenant under this paragraph shall continue to be applicable in the event of a resale by any such related family transferee to a bona fide third party. 15. The following section shall be added to the Lease Agreement: LIMITED OPTION TO PURCHASE THE LEASED PREMISES: Tenant is hereby granted a limited option to purchase the Leased Premises (other than any parking leased by Lessor) pursuant only to the terms and conditions hereofof this paragraph. IfThis option may only be exercisable by Tenant by written notice to Lessor given after December 31, following 1999 and prior to January 1, 2005. Notwithstanding the date hereofforegoing, CCA shall receive the option may not be exercised by Tenant: (i) in the event Tenant is then in default under this Lease Agreement; (ii) in the event the rights of Tenant to possession of the Leased Premises at the time of exercise have been terminated; (iii) in the event Tenant has waived its right of first refusal to purchase the property pursuant to Section 27 of the Lease Agreement and the property pursuant to such waiver has been sold to a bona fide third party offer party; or (iv) if Tenant has the ability to Transfer any Existing Facilities or Future Facilitiespurchase the property pursuant to Section 27 of the Lease Agreement but the time period to purchase under Section 27 has not yet expired. Tenant's exercise of the option shall be accomplished by delivering to Lessor an xxxxxxx money contract to purchase the Leased Premises which xxxxxxx money contract shall contain the following terms: 1. The closing date shall be specified as a date which is not more that thirty (30) days from the receipt by Lessor of the xxxxxxx money contract; 2. The purchase price shall be determined by determining the total net rent for the Leased Premises for the succeeding twelve (12) month period following the closing date had the option not been exercised and dividing this sum by a factor equal to nine one-hundredths, then, prior five one-thousandths (.095); 3. Tenant's purchase of the Leased Premises shall be on an "as is" basis and no representations and warranties regarding the quality of the Leased Premises shall be made by Lessor to accepting such third party offer, CCA Tenant; 4. Real Estate Taxes and installments of special assessments shall send written notice be prorated between the parties as of the date of closing and a copy thereof Tenant shall take subject to all levied and pending special assessments due and payable in years subsequent to the Company ("CCA's Sale Notice")year of closing. The Company shall have ninety (90) days after receipt of CCA's Sale Notice to exercise the Company's Purchase Refusal Right, by giving CCA written notice thereof5. Failure of the Company to exercise the Purchase Refusal Right within such time period set forth above shall be deemed to extinguish the Purchase Refusal Right for a period of one hundred eighty (180) days. Thereafter, prior to the expiration of such one hundred eighty (180) days, CCA may Transfer such Existing Facility or Future Facility provided however, that the Transfer of the Existing Facility or Future Facility is at a price equal to or greater than the price contained in CCA's Sale Notice, and otherwise consistent in all material respects with the Such other terms and conditions set forth as are customarily present in CCA's Sale Notice. The Company's Purchase Refusal Right shall revive in the event that CCA fails to Transfer the Existing Facility or Future Facility within said one hundred eighty (180) days. In the event that the Company elects to exercise the Purchase Refusal Right and to acquire the Existing Facility or Future Facility thereby, the Company shall acquire such Existing Facility or Future Facility on the same terms and conditions and subject to all time periods and other limitations as provided in CCA's Sale Notice (provided, however, the Company shall in all events have not less than ninety (90) days to close its acquisition of the Existing Facility or Future Facility following its written notice exercising its Purchase Refusal Right). Notwithstanding the foregoing provisions, the Purchase Refusal Right shall not be applicable to any Transfer of an Existing Facility or a Future Facility to any Affiliate of CCAxxxxxxx money contract.

Right of First Refusal (Purchase). (a) Lessee shall have a right of first refusal under this Section 2.15 with respect to the arm's length, bona fide sale of the Project or any portion thereof or any interest therein (a "Sale") by Ground Lessor or Ground Lessor's successor-in-title (by virtue of any transaction other than a Sale) to the Project or any portion thereof or any interest therein (Ground Lessor or such successor being hereinafter referred to as "Offeror"). (b) Prior to consummating a Sale to any person (other than Lessee) during the Lease Term, Offeror shall deliver to Lessee a written Sale offer (in the form of a Sale contract duly executed by Offeror) setting forth the purchase price and all other terms and conditions of the Sale which Offeror has contracted to make to a third party (collectively, the "Existing Facilities") and any correctional or detention facility which is acquired or developed in the future, and owned, by CCA or any of its Affiliates (hereinafter referred to as the "Future FacilitiesSale Offer Terms"), subject to Lessee's right of first refusal under this Section 2.15. If Lessee, by written instrument ("Acceptance Notice") delivered to Offeror within thirty (30) Days after Lessee's receipt of the Sale Offer Terms, either accepts the Sale Offer Terms or offers to purchase the subject property upon terms and conditions hereof. If, following no less favorable to Offeror than the date hereof, CCA shall receive a bona fide third party offer to Transfer any Existing Facilities or Future Facilities, then, prior to accepting such third party offer, CCA shall send written notice and a copy thereof to Sale Offer Terms (the Company ("CCA's Alternative Sale NoticeOffer Terms"). The Company shall have ninety (90) days after receipt of CCA's Sale Notice to exercise the Company's Purchase Refusal Right, by giving CCA written notice thereof. Failure of the Company to exercise the Purchase Refusal Right within such time period set forth above then Offeror and Lessee shall be deemed to extinguish have a binding contract for Lessee's purchase of the Purchase Refusal Right subject property from Offeror and shall consummate such purchase in accordance with the Alternative Sale Offer Terms, if any, and otherwise in accordance with the Sale Offer Terms, even if such consummation occurs after termination of the Lease Term. (c) If Lessee fails to deliver a timely Acceptance Notice to Offeror, then, for a period of one hundred eighty (1801) days. Thereafteryear commencing on the date of Offeror's delivery of the Sale Offer Terms to Lessee, Offeror shall be entitled to consummate a Sale to a purchaser other than Lessee in accordance with Sale terms and conditions no more favorable to the purchaser than those terms and conditions contained in the Sale Offer Terms. (d) If a Sale to a purchaser other than Lessee is not consummated by Offeror in accordance with Section 2.15(c) hereof prior to the expiration of such one hundred eighty (180) days1)-year period, CCA may Transfer such Existing Facility or Future Facility provided however, that the Transfer then any proposed Sale of the Existing Facility or Future Facility is at a price equal to or greater than the price contained in CCA's Sale Notice, and otherwise consistent in all material respects with the terms and conditions set forth in CCA's Sale Notice. The Company's Purchase Refusal Right subject property shall revive in the event that CCA fails to Transfer the Existing Facility or Future Facility within said one hundred eighty (180) days. In the event that the Company elects to exercise the Purchase Refusal Right and to acquire the Existing Facility or Future Facility thereby, the Company shall acquire such Existing Facility or Future Facility on the same terms and conditions and again be subject to all time periods and other limitations as provided the provisions of this Section 2.15. (e) Definitions of initially capitalized terms in CCA's Sale Notice this Section 2.15 shall be limited to this Section 2.15. (provided, however, the Company shall in all events have not less than ninety (90f) days to close its acquisition The provisions of the Existing Facility or Future Facility following its written notice exercising its Purchase Refusal Right). Notwithstanding last sentence of Section 2.15(b) shall survive the foregoing provisions, termination of the Purchase Refusal Right shall not be applicable to any Transfer of an Existing Facility or a Future Facility to any Affiliate of CCALease Term.

Right of First Refusal (Purchase). Landlord agrees that in the event it receives an offer (hereinafter the "Purchase Offer") to purchase Building C at any time during the term of this Lease, which the Landlord intends to accept, or which the Landlord does accept, then the Landlord shall give notice of such Purchase Offer, in the manner hereafter provided, to the Tenant and shall submit with the notice a copy of such Purchase Offer. The Purchase Offer must contain all of the essential terms of sale sufficient to create a legally binding sale contract. At the same time, the Landlord shall submit to the Tenant an offer in the form of a purchase agreement (the "Tenant Agreement") signed by the Landlord, as seller, and showing the Tenant, as buyer, and containing the same terms, conditions and purchase price as the Purchase Offer. (The notice of sale, the Purchase Offer, and the Tenant Agreement are herein collectively referred to as the "Existing Facilities") and any correctional or detention facility which is acquired or developed in the future, and owned, by CCA or any of its Affiliates (hereinafter referred to as the "Future Facilities"), subject to the terms and conditions hereof. If, following the date hereof, CCA shall receive a bona fide third party offer to Transfer any Existing Facilities or Future Facilities, then, prior to accepting such third party offer, CCA shall send written notice and a copy thereof to the Company ("CCA's Sale Notice".). i) The Company Tenant shall have ninety be allowed ten (9010) business days after following the receipt of CCA's the Sale Notice (the "First Refusal Period") in which to exercise agree to purchase pursuant to the Company's Purchase Refusal RightTenant Agreement. ii) The Tenant shall give notice to the Landlord of its intent to purchase by executing the Tenant Agreement and returning it to the Landlord, by giving CCA written notice thereof. Failure of together with such xxxxxxx money as may be specified in the Company to exercise Tenant Agreement (consistent with the Purchase Offer) within the First Refusal Right Period. iii) In the event the Tenant does not give such notice within such time period set forth above shall be deemed to extinguish the Purchase First Refusal Right Period, then Landlord may sell Building C on the same terms as contained in the Tenant Agreement for a period of one hundred eighty twenty (180120) daysdays after the date of expiration of the First Refusal Period, and if such sale is consummated within such period and is pursuant to a bona fide, arms'-length contract, then Tenant's rights under this Section 3 shall terminate without further act or notice. ThereafterIf such sale is other than a bona fide, prior to arms'-length contract, then Tenant's rights under this Section 3 shall continue notwithstanding such sale. iv) In the event Landlord does not sell Building C on the terms contained in the Tenant Agreement within one hundred twenty (120) days after the date of the expiration of such one hundred eighty (180) daysthe First Refusal Period, CCA may Transfer such Existing Facility or Future Facility provided however, that the Transfer of the Existing Facility or Future Facility is at a price equal to or greater than the price contained then Tenant's rights under this Agreement shall continue in CCA's Sale Notice, full force and otherwise consistent in all material respects with the terms and conditions set forth in CCA's Sale Notice. The Company's Purchase Refusal Right shall revive in the event that CCA fails to Transfer the Existing Facility or Future Facility within said one hundred eighty (180) days. In the event that the Company elects to exercise the Purchase Refusal Right and to acquire the Existing Facility or Future Facility thereby, the Company shall acquire such Existing Facility or Future Facility on the same terms and conditions and subject to all time periods and other limitations as provided in CCA's Sale Notice (provided, however, the Company shall in all events have not less than ninety (90) days to close its acquisition of the Existing Facility or Future Facility following its written notice exercising its Purchase Refusal Right). Notwithstanding the foregoing provisions, the Purchase Refusal Right shall not be applicable to any Transfer of an Existing Facility or a Future Facility to any Affiliate of CCAeffect.

Right of First Refusal (Purchase). (hereinafter referred Landlord hereby grants a right of first refusal to as Tenant to purchase the "Existing Facilities") and any correctional or detention facility which is acquired or developed Property in accordance with the future, and owned, by CCA or any provisions of its Affiliates (hereinafter referred to as the "Future Facilities"), subject to the terms and conditions hereofthis Section. If, following the date hereof, CCA If Landlord shall receive a bona fide third party offer to Transfer any Existing Facilities purchase the property during the term of this Lease (as extended or Future Facilitiesrenewed) that Landlord proposes to accept, then, prior Landlord shall do one of the following: (i) offer the property for purchase by Tenant on the same terms respecting the Property as are contained in the offer received by Landlord or (ii) accept such offer subject to accepting the condition that Landlord shall not be bound to complete the sale under such third party offer, CCA offer until Landlord first offers the Property to Tenant in accordance with this Section and Tenant's right to purchase same expires. Landlord shall send offer the Property to Tenant for purchase by a written notice referencing this Section and enclosing a copy thereof to full, true and correct photocopy of the Company purchase offer ("CCA's Sale the “Offer”) received by Landlord (the “Offering Notice"”). The Company Upon receipt of Landlord's Offering Notice, Tenant shall have ninety fifteen (9015) days after receipt of CCAto accept in writing the offer contained in the Offering Notice. Upon Tenant's Sale Notice to exercise the Company's Purchase Refusal Right, by giving CCA written notice thereof. Failure acceptance of the Company to exercise offer specified in the Purchase Refusal Right within such time period set forth above shall be deemed to extinguish the Purchase Refusal Right for a period of one hundred eighty (180) days. Thereafter, prior to the expiration of such one hundred eighty (180) days, CCA may Transfer such Existing Facility or Future Facility provided however, that the Transfer of the Existing Facility or Future Facility is at a price equal to or greater than the price contained in CCA's Sale Offering Notice, the Offer shall thereafter constitute a contract between Landlord and otherwise consistent in all material respects with Tenant (the “Contract”) and Tenant shall have the right to purchase the Property on the terms and conditions set forth in CCA's Sale Notice. The Company's Purchase Refusal Right shall revive contained in the event Contract; provided, however that CCA any contingency, examination, or other periods for the exercise of any right or the performance of any obligation specified in the Contract shall commence on the date of Tenant's acceptance of the Offer. If Tenant fails to Transfer give notice of its election to purchase the Existing Facility or Future Facility property within said one hundred eighty (180) days. In the event that fifteen day period prescribed above, then Landlord may sell the Company elects Property to exercise the Purchase Refusal Right and to acquire offeror recited in the Existing Facility or Future Facility thereby, the Company shall acquire such Existing Facility or Future Facility Offer on the same terms and conditions and subject to all time periods and other limitations as provided in CCA's Sale Notice (described therein; provided, however, that if the Company shall offeror described in all events have the offer fails to complete its purchase on the terms and conditions recited in the offer or if Landlord proposes to accept an offer to purchase the Property from some other party (whether on the same or other terms), Landlord will not less than ninety (90) days sell the Property unless Landlord first offers same to close its acquisition of Tenant in the Existing Facility or Future Facility following its written notice exercising its Purchase Refusal Right). Notwithstanding the foregoing provisions, the Purchase Refusal Right shall not be applicable to any Transfer of an Existing Facility or a Future Facility to any Affiliate of CCAmanner prescribed by this Section.