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). (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.