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

Right of First Refusal (Purchase). In the event that the Lessor receives an offer from a bona fide third-party to purchase the Property, prior to accepting the offer, the Lessor shall grant the Tenant the right to purchase the Property on the same terms as those offered by the third party. The Tenant will have not less than thirty (30) days to exercise the Right of First Refusal. Should Tenant exercise such Right of First Refusal, Tenant and Landlord shall enter into a purchase and sale agreement based on the terms of the bona fide third-party offer. If the Tenant does not elect to purchase the Property, the Lessor will have a period of ninety (90) days to sell the Property to the third-party on terms that were presented to the Tenant. In the event that the Property has not been sold by the Lessor within the time period described above, then all such offers and rights granted will be deemed to have lapsed, and the Tenant’s Right of First Refusal will apply to any subsequent offers. This Right of First Refusal shall continue to be in full force and effect during the Lease Term and will survive any and all transfers of the Property. Closing Costs: Purchaser shall bear all of its own fees and expenses in connection with its due diligence, including legal costs and all third-party report costs. Seller shall pay for a standard Owner’s Title insurance policy, title search costs and transfer taxes. Purchaser shall be responsible for any specific title endorsements or requirements by its lender for the transaction. Purchaser and Seller shall evenly split any escrow and recording fees. Seller shall bear all of its own fees and expenses for any legal and advisory services. Seller shall be responsible for brokerage fees payable to its broker, TG Corporate Real Estate Advisors, LLC d/b/a Top Gun Advisors. No apportionment adjustments shall be made at Closing since Seller and Tenant will be responsible for such amounts that become due both before and after closing.

Right of First Refusal (Purchase). In If at any time during any term of this lease, Landlord shall receive and be willing to accept the event that the Lessor receives an bone fide offer from a bona fide third-third party to purchase the Propertyshopping center or if Landlord shall offer to sell the property to any third party, prior Landlord shall, if there is no event of default, promptly transmit to accepting Tenant its offer to sell the offer, the Lessor shall grant the property to Tenant the right to purchase the Property on the upon same terms and conditions as those offered by or to the third party, together with a true copy of such original offer. The If Tenant will have shall not less than accept such offer within fortyfive (45) days after it is made, Landlord may, after the expiration of such fortyfive (45) day period, sell such interest to a third party upon terms and conditions as those offered to the Tenant. If Tenant accepts such offer by notice to Landlord within the time permitted, the offer and acceptance shall constitute a contract for the sale by Landlord and the purchase by Tenant of the property at a closing to be held within thirty (30) days to exercise following the Right receipt by Landlord by Tenants notice of First Refusalacceptance. Should Tenant exercise On the date of such Right of First Refusalpurchase, Tenant and the Landlord shall enter into a convey the Leased Premises in consideration of the payment of the purchase price. by quitclaim deed, conveying good clear record and marketable title to the Leased Premises free of all liens and encumbrances except this lease and except for easements and restrictions of record which are listed on Exhibit D attached hereto. The Landlord may use the purchase price to pay off mortgage liens and like encumbrances. If Landlord shall be unable to give title, the Landlord shall use reasonable efforts to remove such defects in title. All remaining conditions of sale shall be as found in the current Greater Boston Real Estate Board form purchase and sale agreement based on the terms of the bona fide third-party offer. If the Tenant does not elect to purchase the Property, the Lessor will have a period of ninety (90) days to sell the Property to the third-party on terms that were presented to the Tenant. In the event that the Property has not been sold by the Lessor within the time period described above, then all such offers and rights granted will be deemed to have lapsed, and the Tenant’s Right of First Refusal will apply to any subsequent offers. This Right of First Refusal shall continue to be in full force and effect during the Lease Term and will survive any and all transfers of the Property. Closing Costs: Purchaser shall bear all of its own fees and expenses in connection with its due diligence, including legal costs and all third-party report costs. Seller shall pay as reasonably adjusted for a standard Owner’s Title insurance policy, title search costs and transfer taxes. Purchaser shall be responsible for any specific title endorsements or requirements by its lender for the this transaction. Purchaser and Seller shall evenly split any escrow and recording fees. Seller shall bear all of its own fees and expenses for any legal and advisory services. Seller shall be responsible for brokerage fees payable to its broker, TG Corporate Real Estate Advisors, LLC d/b/a Top Gun Advisors. No apportionment adjustments shall be made at Closing since Seller and Tenant will be responsible for such amounts that become due both before and after closing.

Right of First Refusal (Purchase). In If at any time during any term of this lease, Landlord shall receive and be willing to accept the event that the Lessor receives an bone fide offer from a bona fide third-third party to purchase the Propertyshopping center or if Landlord shall offer to sell the property to any third party, prior Landlord shall, if there is no event of default, promptly transmit to accepting Tenant its offer to sell the offer, the Lessor shall grant the property to Tenant the right to purchase the Property on the upon same terms and conditions as those offered by or to the third party, together with a true copy of such original offer. The If Tenant will have shall not less than accept such offer within forty-five (45) days after it is made, Landlord may, after the expiration of such forty-five (45) day period, sell such interest to a third party upon terms and conditions as those offered to the Tenant. If Tenant accepts such offer by notice to Landlord within the time permitted, the offer and acceptance shall constitute a contract for the sale by Landlord and the purchase by Tenant of the property at a closing to be held within thirty (30) days to exercise following the Right receipt by Landlord by Tenants notice of First Refusalacceptance. Should Tenant exercise On the date of such Right of First Refusalpurchase, Tenant and the Landlord shall enter into a convey the Premises in consideration of the payment of the purchase price by quitclaim deed, conveying good clear record and marketable title to the Premises free of all liens and encumbrances except this lease and except for easements and restrictions of record which are listed on Exhibit E attached hereto. The Landlord may use the purchase price to pay off mortgage liens and like encumbrances. If Landlord shall be unable to give title, the Landlord shall use reasonable efforts to remove such defects in title. All remaining conditions of sale shall be as found in the current Greater Boston Real Estate Board form purchase and sale agreement based on as reasonably adjusted for this transaction. Notwithstanding the terms of the bona fide third-party offer. If foregoing, the Tenant does not elect may transfer its interest in the shopping center without being in violation of this article 10.03 to purchase family members in the Property, form of a family limited partnership or like entity provided the Lessor will have a period transfer is done as part of ninety (90) days to sell the Property to the third-party on terms that were presented to the Tenant. In the event that the Property has not been sold by the Lessor within the time period described above, then all such offers and rights granted will be deemed to have lapsed, and the Tenant’s Right of First Refusal will apply to any subsequent offers. This Right of First Refusal shall continue to be in full force and effect during the Lease Term and will survive any and all transfers of the Property. Closing Costs: Purchaser shall bear all of its own fees and expenses in connection with its due diligence, including legal costs and all third-party report costs. Seller shall pay for a standard Owner’s Title insurance policy, title search costs and transfer taxes. Purchaser shall be responsible for any specific title endorsements or requirements by its lender estate planning for the transaction. Purchaser and Seller shall evenly split any escrow and recording fees. Seller shall bear all of Landlord or its own fees and expenses for any legal and advisory services. Seller shall be responsible for brokerage fees payable to its broker, TG Corporate Real Estate Advisors, LLC d/b/a Top Gun Advisors. No apportionment adjustments shall be made at Closing since Seller and Tenant will be responsible for such amounts that become due both before and after closingTrustees.

Right of First Refusal (Purchase). In If at any time during any term of this lease, Landlord shall receive and be willing to accept the event that the Lessor receives an bone fide offer from a bona fide third-third party to purchase the Propertyshopping center or if Landlord shall offer to sell the property to any third party, prior Landlord shall, if there is no event of default, promptly transmit to accepting Tenant its offer to sell the offer, the Lessor shall grant the property to Tenant the right to purchase the Property on the upon same terms and conditions as those offered by or to the third party, together with a true copy of such original offer. The If Tenant will have shall not less than accept such offer within forty-five (45) days after it is made, Landlord may, after the expiration of such forty-five (45) day period, sell such interest to a third party upon terms and conditions as those offered to the Tenant. If Tenant accepts such offer by notice to Landlord within the time permitted, the offer and acceptance shall constitute a contract for the sale by Landlord and the purchase by Tenant of the property at a closing to be held within thirty (30) days to exercise following the Right receipt by Landlord by Tenants notice of First Refusalacceptance. Should Tenant exercise On the date of such Right of First Refusalpurchase, Tenant and the Landlord shall enter into a convey the premises in consideration of the payment of the purchase price, by quitclaim deed, conveying good clear record and marketable title to the premises free of all liens and encumbrances except this lease and except for easements and restrictions of record which are listed on Exhibit E attached hereto. The Landlord may use the purchase price to pay off mortgage liens and like encumbrances. If Landlord shall be unable to give title, the Landlord shall use reasonable efforts to remove such defects in title. All remaining conditions of sale shall be as found in the current Greater Boston Real Estate Board form purchase and sale agreement based on the terms of the bona fide third-party offer. If the Tenant does not elect to purchase the Property, the Lessor will have a period of ninety (90) days to sell the Property to the third-party on terms that were presented to the Tenant. In the event that the Property has not been sold by the Lessor within the time period described above, then all such offers and rights granted will be deemed to have lapsed, and the Tenant’s Right of First Refusal will apply to any subsequent offers. This Right of First Refusal shall continue to be in full force and effect during the Lease Term and will survive any and all transfers of the Property. Closing Costs: Purchaser shall bear all of its own fees and expenses in connection with its due diligence, including legal costs and all third-party report costs. Seller shall pay as reasonably adjusted for a standard Owner’s Title insurance policy, title search costs and transfer taxes. Purchaser shall be responsible for any specific title endorsements or requirements by its lender for the this transaction. Purchaser and Seller shall evenly split any escrow and recording fees. Seller shall bear all of its own fees and expenses for any legal and advisory services. Seller shall be responsible for brokerage fees payable to its broker, TG Corporate Real Estate Advisors, LLC d/b/a Top Gun Advisors. No apportionment adjustments shall be made at Closing since Seller and Tenant will be responsible for such amounts that become due both before and after closing.

Right of First Refusal (Purchase). In If at any time during any term of this lease, Landlord shall receive and be willing to accept the event that the Lessor receives an bone fide offer from a bona fide third-third party to purchase the Propertyoffice building or if Landlord shall offer to sell the office building to any third party, prior Landlord shall, if there is no event of default, promptly transmit to accepting Tenant its offer to sell the offer, the Lessor shall grant the property to Tenant the right to purchase the Property on the upon same terms and conditions as those offered by or to the third party, together with a true copy of such original offer. The If Tenant will have shall not less than accept such offer within fortyfive (45) days after it is made, Landlord may, after the expiration of such fortyfive (45) day period, sell such interest to a third party upon terms and conditions as those offered to the Tenant. If Tenant accepts such offer by notice to Landlord within the time permitted, the offer and acceptance shall constitute a contract for the sale by Landlord and the purchase by Tenant of the property at a closing to be held within thirty (30) days to exercise following the Right receipt by Landlord by Tenants notice of First Refusalacceptance. Should Tenant exercise On the date of such Right of First Refusalpurchase, Tenant and the Landlord shall enter into a convey the Leased Premises in consideration of the payment of the purchase price. by quitclaim deed, conveying good clear record and marketable title to the Leased Premises free of all liens and encumbrances except this lease and except for easements and restrictions of record which are listed on Exhibit D attached hereto. The Landlord may use the purchase price to pay off mortgage liens and like encumbrances. If Landlord shall be unable to give title, the Landlord shall use reasonable efforts to remove such defects in title. All remaining conditions of sale shall be as found in the current Greater Boston Real Estate Board form purchase and sale agreement based on the terms of the bona fide third-party offer. If the Tenant does not elect to purchase the Property, the Lessor will have a period of ninety (90) days to sell the Property to the third-party on terms that were presented to the Tenant. In the event that the Property has not been sold by the Lessor within the time period described above, then all such offers and rights granted will be deemed to have lapsed, and the Tenant’s Right of First Refusal will apply to any subsequent offers. This Right of First Refusal shall continue to be in full force and effect during the Lease Term and will survive any and all transfers of the Property. Closing Costs: Purchaser shall bear all of its own fees and expenses in connection with its due diligence, including legal costs and all third-party report costs. Seller shall pay as reasonably adjusted for a standard Owner’s Title insurance policy, title search costs and transfer taxes. Purchaser shall be responsible for any specific title endorsements or requirements by its lender for the this transaction. Purchaser and Seller shall evenly split any escrow and recording fees. Seller shall bear all of its own fees and expenses for any legal and advisory services. Seller shall be responsible for brokerage fees payable to its broker, TG Corporate Real Estate Advisors, LLC d/b/a Top Gun Advisors. No apportionment adjustments shall be made at Closing since Seller and Tenant will be responsible for such amounts that become due both before and after closing.