RIGHT OF FIRST REFUSAL TO PURCHASE PREMISES. Landlord hereby grants to Tenant the continuing right of first refusal, throughout the Term of the Lease, to purchase the Premises pursuant to the terms of this Section 12.26. If at any time during the Term Landlord enters into a bona fide agreement to sell all or any part of the Premises (the "Offer"), Landlord shall submit written notice thereof to Tenant (together with a copy of such Offer). Upon receipt of the aforesaid notice and a copy of such Offer from Landlord, Tenant shall have the right (the "Right of First Refusal") exercisable at any time within ten (10) business days from the date of receipt of such notice and Offer, to purchase the Premises, or portion thereof, which is the subject of the Offer upon the same terms and conditions set forth in the Offer, except that the dates for Tenant's performance under the Offer shall be adjusted to afford Tenant the same time periods for performance as were afforded the original purchaser under the Offer, with Tenant's time periods for performance to run from the date of Tenant's exercise of the Right of First Refusal. If Tenant elects to exercise the Right of First Refusal, it shall, prior to the end to said ten (10) day period, deliver written notice of such exercise to Landlord. In the event Tenant fails to timely exercise the Right of First Refusal, Tenant shall be deemed to have waived such right in that instance only, except that if the closing pursuant to the original Offer does not take place within thirty (30) days after the date set forth in the Offer for closing, this Right of First Refusal shall again be deemed applicable to the transaction in the Offer. It is further understood that, in the event Tenant does not exercise this Right of First Refusal, this provision shall nevertheless be applicable to any further and future transfers of the Premises, or any part thereof, by any successor to Landlord. Landlord represents and warrants that no person or entity holds any right of refusal on the Premises, option to purchase, or other right, to acquire all or any part of the Premises, which is prior to or superior to the Right of First Refusal granted to Tenant hereunder. Notwithstanding the terms of this Section 12.26, Tenant's Right of First Refusal shall not apply to any gift or transfer of the Premises for less than the Premises' fair market value to (i) a charity as a tax deductible charitable contribution, (ii) Xxxxxx Xxxxxxx, Xxxx Xxxxxxx, their
RIGHT OF FIRST REFUSAL TO PURCHASE PREMISES. 6.2.1 Subject to and upon the terms and conditions set forth in this Section 6.2, Tenant shall have the right of first refusal to purchase (a) the Premises at any time during the Term, and/or (b) any equity securities or equity interests of Landlord ("LANDLORD'S EQUITY SECURITIES"); provided, however, Tenant shall not have the right to exercise its rights under this Section 6.2 if any Event of Default has occurred and is continuing as of any of the following dates: (i) the date on which Landlord delivers an Offering Notice to Tenant pursuant to Section 6.2.2(i), or (ii) the date of Tenant's delivery of an Exercise Notice pursuant to Section 6.2.2(ii), or (iii) the closing date established to consummate the purchase of the Premises or equity securities, as applicable, pursuant to Section 6.2.2(iii). Notwithstanding the foregoing, the right of first refusal to purchase Landlord's Equity Securities as set forth in this Section 6.2 shall not apply to:
(a) any transfer by bequest or devise;
(b) any transfer to, or to a trust for the benefit of, one or more of E. Philip Saunders and/or the spouse, children and grandxxxxxxxx xx X. Philip Saunders (the "SAUNDERS FAMILY"), provided thax xxx Xxxxxx xxall havx xxx xxght to approve the identity of the trustee of any such trust that is not either E. Philip Saunders or an institutional trustee (such approval not xx xx unreasonably withheld or delayed); or
(c) any transfer following which E. Philip Saunders and/or the trustee of a trust describxx xx xxx xxxxxding clause (b) will continue to have the power and authority to manage, direct, regulate and govern Landlord, directly or indirectly.
RIGHT OF FIRST REFUSAL TO PURCHASE PREMISES. (a) In the event that Landlord, at any time during the Term of this Lease, desires to transfer, assign or otherwise convey (collectively, "Sell") the Premises to a third party, pursuant either to a bonafide written offer which Landlord desires to make or a bonafide written offer which Landlord intends to accept, then Landlord, prior to making or accepting such offer, shall deliver to Tenant notice of such intention (the "Landlord Notice"), accompanied by a true and correct copy of the written offer identifying the contemplated date of closing of the transaction, together with evidence satisfactory to Tenant that
(b) In the event that Tenant delivers a Refusal Notice to Landlord within the Refusal Period, Landlord shall sell the Premises to Tenant on the terms and conditions set forth in the Stated Terms. In such event, notwithstanding any terms or conditions set forth in the Stated Terms to the contrary, (1) the purchase price of the Premises (the "Refusal Price") shall be the purchase price set forth in the Stated Terms; (2) the closing of the transaction (the "Refusal Closing") shall occur on the date set forth in the Stated Terms, provided that in the event that such date shall occur after the expiration of the Term of this Lease, the Term of this Lease automatically shall be extended upon the same terms and conditions until the Refusal Closing shall occur (or until such other date as the parties may agree); (3) at the Refusal Closing, as a condition thereto, (a) Landlord shall convey fee simple title to the Premises to Tenant by general warranty deed in form satisfactory to Tenant, free and clear of all exceptions to title other than the Permitted Exceptions; (b) Landlord shall deliver to Tenant an ALTA Form B - October 1970 title insurance policy in the amount of the Refusal Price, without the so-called "standard exceptions", containing only the Permitted Exceptions and insuring such title or interest to be vested in Tenant; and (c) all permits, licenses and other approvals which may be required by any federal, state or local governmental authority with competent jurisdiction with respect to either the Premises or the transaction contemplated hereunder shall have been obtained to the satisfaction of Tenant, in its sole judgment; (4) Landlord and Tenant each shall pay fifty percent (50%) of any escrow fees; and (5) all closing costs (including, without limitation, the cost of the title policy and costs of deed transfer, but expressly excluding attorney...
RIGHT OF FIRST REFUSAL TO PURCHASE PREMISES. If Landlord determines to sell all or any part of the Premises, Landlord shall notify County in writing of the terms on which Landlord would be willing to sell. If County, within sixty (60) days after receipt of Landlord’s notice, indicates in writing its agreement to purchase the Premises or a part of the Premises on the terms stated in Landlord’s notice, Landlord shall sell and convey the Premises or a part of the Premises to County on the terms stated in the notice. If County does not indicate its agreement within sixty (60) days, Landlord thereafter shall have the right to sell and convey the Premises or a part of the Premises to a third party on the same terms stated in the notice. If Landlord does not sell and convey the Premises within one hundred twenty (120) days, any further transaction shall be deemed a new determination by Landlord to sell and convey the Premises or a part of the Premises, and the provision of this Section shall be applicable. If County purchases all of the Premises, this Lease shall expire on the date title vests in County, and Landlord shall remit to County all prepaid and unearned rent. If County purchases a part of the Premises, this lease shall expire as to the part purchased on the date title vests in the County, and the rental in effect on that date shall be reduced in the same ratio that the value of the Premises covered by this lease immediately after the purchase.
RIGHT OF FIRST REFUSAL TO PURCHASE PREMISES. Pursuant to the Lease, Landlord hereby grants to Tenant the right to acquire ("Right of First Refusal") the Real Property, which may be exercised prior to the expiration or earlier termination of the term of the Lease on the terms and conditions set forth therein.
RIGHT OF FIRST REFUSAL TO PURCHASE PREMISES. Lessee shall have a right of first refusal to purchase the premises from Lessor during the initial Lease term and any extension thereof on the following basis: in the event Lessor receives a bona fide offer to purchase the premises from any third party, which the Lessor is prepared to accept, Lessee shall have fifteen (15) calendar days from the date Lessor notifies Lessee in writing of its planned acceptance, accompanied by a copy of the Purchase Agreement, in which to agree to purchase the premises upon the same terms and conditions as the offer from the third party. If Lessee does not indicate its agreement within said fifteen (15) day period, Lessor thereafter shall have the right to sell and convey the premises to a third party on the same terms as stated in the Notice. Lessee's right of first refusal shall not apply to a transfer between any of those persons who constitute Lessor and the blood relatives within the third degree of any of those persons, either outright or in trust, or to a legal entity, (i.e., partnership, corporation, trust, limited liability company, or a like entity) where the majority interest is owned by all or some of those persons who constitute Lessor.
RIGHT OF FIRST REFUSAL TO PURCHASE PREMISES. 6.2.1 Tenant shall have the right of first refusal to purchase (a) the Premises at any time during the Term, and/or (b) Landlord's equity securities or equity interests at any time during the Term in which E. Philxxx Xxxxxxxx xxxectly or indirectly controls Landlord ("LANDLORD'S EQUITY SECURITIES"), upon the terms and conditions set forth in this Section 6.2.; provided, however, Tenant shall not have the right to exercise its rights under this Section 6.2. if any Event of Default has occurred and is continuing as of any of the following dates: (i) the date on which Landlord delivers an Offering Notice to Tenant pursuant to Section 6.2.2(i), or (ii) the date of Tenant's delivery of an Exercise Notice pursuant to Section 6.2.2(ii), or (iii) or at the closing date established to consummate the purchase of the Premises or equity securities, as applicable, pursuant to Section 6.2.2(iii).
RIGHT OF FIRST REFUSAL TO PURCHASE PREMISES. In the event that Lessor receives a bonafide offer to purchase the premises then Lessee shall be given 14 days in which to exercise its option to purchase under the same terms conditions. All rental payments shall be made to the Lessor at the above address. The addresses may be changed from time to time by either party by serving notice as above provided.
RIGHT OF FIRST REFUSAL TO PURCHASE PREMISES. Intentionally Omitted.
RIGHT OF FIRST REFUSAL TO PURCHASE PREMISES
