Common use of Right of First Refusal to Purchase Clause in Contracts

Right of First Refusal to Purchase. TENANT shall have the right of first refusal to purchase the demised premises as hereinafter set forth. If at any time during the term as extended, LANDLORD shall receive a bona fide offer from a third person for the purchase of the demised premises, which offer LANDLORD shall desire to accept, LANDLORD shall promptly deliver to TENANT a copy of such offer, and TENANT may, within fifteen (15) days thereafter, elect to purchase the demised premises on the same terms as those set forth in such offer, excepting that TENANT shall be credited against the purchase price to be paid by TENANT, with a sum equal to the amount of any brokerage commissions, if any, which LANDLORD shall save by a sale to TENANT. If LANDLORD shall receive an offer for the purchase of the demised premises, which is not consummated by delivering a deed to the offerer, the TENANT'S right of first refusal to purchase shall remain applicable to subsequent offers. If LANDLORD shall sell the demised premises after a failure of TENANT to exercise its right of first refusal, such shall be subject to the Lease and shall continue to be applicable to subsequent sales of the demised premises. Notwithstanding the foregoing, TENANT'S right of first refusal shall not apply or extend to any sales or transfers between LANDLORD and any affiliates in which the principals of the LANDLORD are the majority shareholders to any family trusts or to the heirs of the principals of LANDLORD. LANDLORD shall be entitled to net the same amount under any right of first refusal exercise.

Right of First Refusal to Purchase. TENANT Provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the Tenant shall have have, throughout the Term, the ongoing right of first refusal (the “RFR”) to purchase the demised premises as hereinafter set forth. If at any time during Premises or the term as extended, LANDLORD shall receive portion thereof (the “RFR Premises”) being offered for purchase under an offer to purchase received by the Landlord from a bona fide third party (a “Third Party”) which is acceptable to the Landlord or being offered for sale by the Landlord to a Third Party under an offer from to sale which is acceptable to the Third Party (either offer, an “Offer”). Prior to concluding any transaction with a third person for Third Party, the purchase of Landlord shall provide the demised premises, which offer LANDLORD shall desire to accept, LANDLORD shall promptly deliver to TENANT Tenant with a written notice containing an integral copy of such offerOffer together with all related schedules, and TENANT maybut without being obliged to reveal the identity of the Third Party. In order to validly exercise its RFR, within the Tenant shall provide to the Landlord a prior written notice of its exercise thereof to be received by the Landlord no later than shall have fifteen (15) days thereafterfollowing its receipt of the integral copy of the Offer. If the Tenant validly exercises its RFR, elect to it shall purchase the demised premises RFR Premises on the same terms as those set forth and conditions stipulated in such offerthe Offer in the place and stead of the Third Party. If the Tenant fails to validly exercise its RFR within the aforementioned delay or elects not to exercise its RFR, excepting that TENANT the Tenant shall be credited deemed, for all legal purposes, to have renounced to exercise its RFR and the RFR shall become null and void by the mere lapse of time with respect only to the RFR Premises purchased by a Third Party following the Landlord’s acceptance of the Offer, without any rights or recourses whatsoever of the Tenant against the purchase price to be paid by TENANT, with a sum equal to Landlord related thereto; the amount balance of any brokerage commissionsthe Premises, if any, which LANDLORD shall save by a sale to TENANT. If LANDLORD shall receive an offer for the purchase of the demised premises, which is not consummated by delivering a deed remain subject to the offerer, RFR. In the TENANT'S right of first refusal event the Tenant fails to purchase shall remain applicable to subsequent offers. If LANDLORD shall sell the demised premises after a failure of TENANT validly exercise its RFR or elects not to exercise its right of first refusalRFR and thereafter no transaction takes place and the Offer is terminated for any reason whatsoever, such the RFR shall be subject to the Lease remain in full force and effect and shall continue to be applicable to subsequent sales apply in favour of the demised premisesTenant with respect to any future Offer. For clarity, if the Tenant fails to validly exercise its RFR or elects not to exercise its RFR, the Landlord shall not have the right to conclude the sale of the RFR Premises with the Third Party under terms and conditions that are more favourable than those contained in the Offer. In the event the terms and conditions of the Offer are renegotiated for any reason whatsoever, prior to concluding such sale with the Third Party, the Landlord shall resubmit the Offer to the Tenant and the RFR shall apply anew. Notwithstanding the foregoing, TENANT'S right of first refusal the RFR shall not apply apply, but shall survive and continue to apply, in the event of an assignment or extend to any sales or transfers between LANDLORD and any affiliates in which the principals transfer of the LANDLORD are Premises from the majority shareholders Landlord to any family trusts a wholly owned subsidiary or to the heirs an affiliate of the principals Landlord or a member of LANDLORD. LANDLORD shall be entitled to net the same amount group as the Landlord (with the meanings of the Business Corporations Act (Québec)) (a “Landlord Affiliate”) provided the Landlord Affiliate undertakes in writing (i) to be bound personally by all of the terms and conditions of this Section 3, (ii) to assume all of the Landlord’s obligations under this Section 3 in favour of the Tenant, and (iii) to obtain, in writing, from any right of first refusal exercisefuture Landlord Affiliate the same personal undertakings from any future Landlord Affiliate, as the case may be.

Right of First Refusal to Purchase. TENANT shall have the right of first refusal to purchase the demised premises as hereinafter set forth. (a) If at any time during after the term as extended, LANDLORD first anniversary of the Commencement Date Landlord shall receive a bona fide written offer to purchase the Premises from a third person for the purchase of the demised premisesparty which is not affiliated with Landlord, which offer LANDLORD Landlord is willing to accept ("Outside Contract"), Landlord shall desire to acceptgive written notice ("Sale Notice") thereof, LANDLORD shall promptly deliver to TENANT together with a copy of such offerOutside Contract, to Tenant. Tenant shall have a right of first refusal ("Refusal Right") to purchase the Premises that is the subject of the Outside Contract in accordance with the terms and TENANT mayprovisions thereof. If Tenant desires to exercise the Refusal Right, Tenant shall deliver written notice to that effect to Landlord within twenty (20) days after receipt of the Sale Notice ("Refusal Period"). If Tenant exercises the Refusal Right by the time and in the manner set forth in this subsection, Landlord and Tenant shall promptly execute a contract which includes the same material terms and conditions as the Outside Contract ("Sale Contract") and Tenant shall deposit when due any xxxxxxx money deposit required thereunder. If Tenant does not execute a Sale Contract within fifteen (15) days thereafterafter Tenant's receipt of such Sale Contract from Landlord, elect signed on behalf of Landlord, or if Tenant defaults in its obligations under such Sale Contract, then Landlord shall be free to purchase consummate the demised premises sale pursuant to the Outside Contract (or another contract on substantially similar terms and conditions). (b) If Tenant does not exercise the same terms as those Refusal Right by the time and in the manner set forth in such offersubsection (a) above, excepting that TENANT then (i) the Refusal Right shall remain in full force and effect, but not with respect to the proposed sale pursuant to the Outside Contract, and (ii) Landlord shall be credited against free to consummate the purchase price to be paid by TENANT, with a sum equal sale pursuant to the amount of any brokerage commissions, if any, which LANDLORD shall save by a sale to TENANTOutside Contract. If LANDLORD shall receive an offer for within one hundred eighty (180) days after the purchase expiration of the demised premises, which is Refusal Period Landlord does not consummated by delivering a deed consummate the sale pursuant to the offererOutside Contract, the TENANT'S right of first refusal to purchase Refusal Right shall remain applicable to subsequent offers. If LANDLORD again be applicable, and Landlord shall not thereafter sell the demised premises after a failure of TENANT to exercise its right of first refusal, such shall be subject Premises pursuant to the Lease and shall continue Outside Contract without first offering Tenant the Refusal Right pursuant to be applicable this Section 21.1. (c) The rights granted to subsequent sales of the demised premises. Notwithstanding the foregoing, TENANT'S right of first refusal Tenant under this Section 21 shall not apply survive the expiration or extend to any sales or transfers between LANDLORD and any affiliates in which the principals termination of the LANDLORD are the majority shareholders to any family trusts or to the heirs of the principals of LANDLORD. LANDLORD shall be entitled to net the same amount under any right of first refusal exercisethis Lease.

Right of First Refusal to Purchase. TENANT shall have the right of first refusal to purchase the demised premises as hereinafter set forth. (a) If at any time during after the term as extended, LANDLORD first anniversary of the Commencement Date Landlord shall receive a bona fide written offer to purchase the Premises or any portion thereof or a direct controlling interest in Landlord's ownership (whether stock, partnership interests or membership interests) from a third person for the purchase of the demised premisesparty which is not affiliated with Landlord, which offer LANDLORD Landlord or its ownership is willing' to accept ("Outside Contract"), Landlord shall desire to acceptgive written notice ("Sale Notice") thereof, LANDLORD shall promptly deliver to TENANT together with a copy of such offerOutside Contract, to Tenant. Tenant shall have a right of first refusal ("Refusal Right") to purchase the Premises or the controlling interest therein or the portion of Landlord's ownership interests that is the subject of the Outside Contract in accordance with the terms and TENANT mayprovisions thereof. If Tenant desires to exercise the Refusal Right, Tenant shall deliver written notice to that effect to Landlord within twenty (20) days after receipt of the Sale Notice ("Refusal Period"). If Tenant exercises the Refusal Right by the time and in the manner set forth in this subsection, Landlord and Tenant shall promptly execute a contract which includes the same material terms and conditions as the Outside Contract ("Sale Contract") and Tenant shall deposit when due any earnest money xxxxxxt required thereunder. If Tenant does not execute a Sale Contract within fifteen (15) days thereafterafter Tenant's receipt of such Sale Contract from Landlord, elect signed on behalf of Landlord, or if Tenant defaults in its obligations under such Sale Contract, then Landlord shall be free to purchase consummate the demised premises sale pursuant to the Outside Contract {or another contract on substantially similar terms and conditions). (b) If Tenant does not exercise the same terms as those Refusal Right by the time and in the manner set forth in such offersubsection (a) above, excepting that TENANT then (i) the Refusal Right shall remain in full force and effect, but not with respect to the proposed sale pursuant to the Outside Contract, and (ii) Landlord shall be credited against free to consummate the purchase price to be paid by TENANT, with a sum equal sale pursuant to the amount of any brokerage commissions, if any, which LANDLORD shall save by a sale to TENANTOutside Contract. If LANDLORD shall receive an offer for within one hundred eighty (180) days after the purchase expiration of the demised premises, which is Refusal Period Landlord does not consummated by delivering a deed consummate the sale pursuant to the offererOutside Contract, the TENANT'S right of first refusal to purchase Refusal Right shall remain applicable to subsequent offers. If LANDLORD again be applicable, and Landlord shall not thereafter sell the demised premises after a failure of TENANT to exercise its right of first refusal, such shall be subject Premises or the Landlord's ownership interests pursuant to the Lease and Outside Contract without first offering Tenant the Refusal Right pursuant to this Section 21.1. (c) The rights granted to Tenant under this Section 21 shall continue to be applicable to subsequent sales not survive the expiration or termination of the demised premises. Notwithstanding the foregoing, TENANT'S right this Lease. (d) The provisions of first refusal this Section 21 shall not apply and Tenant shall not have any Refusal Right (i) with respect to the sale, conveyance, assignment or extend other transfer (A) to any sales person controlling, controlled by, or transfers between LANDLORD and under common control with Landlord or any affiliates in which the principals of the LANDLORD are the majority shareholders its direct or indirect owners, (B) by gift, descent or devise, or (C) to any family trusts or to the heirs of the principals of LANDLORD. LANDLORD shall be entitled to net the same amount under any right of first refusal exercise.saJe ..

Right of First Refusal to Purchase. TENANT shall have the right of first refusal to purchase the demised premises as hereinafter set forth. (a) If at any time during after the term as extended, LANDLORD first anniversary of the Commencement Date Landlord shall receive a bona fide written offer to purchase the Premises or any portion thereof or a direct controlling interest in Landlord's ownership (whether stock, partnership interests or membership interests) from a third person for the purchase of the demised premisesparty which is not affiliated with Landlord, which offer LANDLORD Landlord or its ownership is willing' to accept ("Outside Contract"), Landlord shall desire to acceptgive written notice ("Sale Notice") thereof, LANDLORD shall promptly deliver to TENANT together with a copy of such offerOutside Contract, to Tenant. Tenant shall have a right of first refusal ("Refusal Right") to purchase the Premises or the controlling interest therein or the portion of Landlord's ownership interests that is the subject of the Outside Contract in accordance with the terms and TENANT mayprovisions thereof. If Tenant desires to exercise the Refusal Right, Tenant shall deliver written notice to that effect to Landlord within twenty (20) days after receipt of the Sale Notice ("Refusal Period"). If Tenant exercises the Refusal Right by the time and in the manner set forth in this subsection, Landlord and Tenant shall promptly execute a contract which includes the same material terms and conditions as the Outside Contract ("Sale Contract") and Tenant shall deposit when due any earnest money xxxxxxx required thereunder. If Tenant does not execute a Sale Contract within fifteen (15) days thereafterafter Tenant's receipt of such Sale Contract from Landlord, elect signed on behalf of Landlord, or if Tenant defaults in its obligations under such Sale Contract, then Landlord shall be free to purchase consummate the demised premises sale pursuant to the Outside Contract {or another contract on substantially similar terms and conditions). (b) If Tenant does not exercise the same terms as those Refusal Right by the time and in the manner set forth in such offersubsection (a) above, excepting that TENANT then (i) the Refusal Right shall remain in full force and effect, but not with respect to the proposed sale pursuant to the Outside Contract, and (ii) Landlord shall be credited against free to consummate the purchase price to be paid by TENANT, with a sum equal sale pursuant to the amount of any brokerage commissions, if any, which LANDLORD shall save by a sale to TENANTOutside Contract. If LANDLORD shall receive an offer for within one hundred eighty (180) days after the purchase expiration of the demised premises, which is Refusal Period Landlord does not consummated by delivering a deed consummate the sale pursuant to the offererOutside Contract, the TENANT'S right of first refusal to purchase Refusal Right shall remain applicable to subsequent offers. If LANDLORD again be applicable, and Landlord shall not thereafter sell the demised premises after a failure of TENANT to exercise its right of first refusal, such shall be subject Premises or the Landlord's ownership interests pursuant to the Lease and Outside Contract without first offering Tenant the Refusal Right pursuant to this Section 21.1. (c) The rights granted to Tenant under this Section 21 shall continue to be applicable to subsequent sales not survive the expiration or termination of the demised premises. Notwithstanding the foregoing, TENANT'S right this Lease. (d) The provisions of first refusal this Section 21 shall not apply and Tenant shall not have any Refusal Right (i) with respect to the sale, conveyance, assignment or extend other transfer (A) to any sales person controlling, controlled by, or transfers between LANDLORD and under common control with Landlord or any affiliates in which the principals of the LANDLORD are the majority shareholders its direct or indirect owners, (B) by gift, descent or devise, or (C) to any family trusts or to the heirs of the principals of LANDLORD. LANDLORD shall be entitled to net the same amount under any right of first refusal exercise.saJe ..

Right of First Refusal to Purchase. TENANT shall have the right of first refusal to purchase the demised premises as hereinafter set forth. If (a) If, at any time and from time to time during the term of the Lease (excluding the first eighteen (18) months of this Lease), Landlord decides to sell, exchange or otherwise transfer the Leased Premises to a Qualified Purchaser, either by direct transfer or indirectly as extendeda result of a change or transfer of 25% or more of the ownership interests in and to Landlord to a Qualified Purchaser, LANDLORD or otherwise by operation of law, Landlord shall receive give written notice to Tenant of the terms of such transfer. Landlord's notice shall set forth the economic terms on which Landlord has received a bona fide offer from to sell the Leased Premises or such ownership interest to a third person party (or from which Landlord's owners intend to transfer their interests to a third party, if applicable) and offer to Tenant a cash or cash equivalent price and terms for which Tenant may purchase the Leased Premises or such ownership interest, and which cash equivalent price and terms will not include the purchase by Tenant of other property of Landlord or require repayment of the debt of Landlord, but may provide for the purchase assumption of debt secured by the property. In the event of an offer or proposed transfer on other than an all cash basis (other than requiring the assumption of property specific debt), Landlord shall reasonably and in good faith determine the cash equivalent price. Tenant shall have thirty (30) days after receipt of the demised premisesnotice in which to elect to acquire the Leased Premises or such ownership interest on the terms contained in the notice. Such election to purchase shall be by written notice to Landlord. If Tenant fails to accept such offer in accordance with this paragraph within the applicable time period, which offer LANDLORD Tenant shall desire be conclusively presumed to accept, LANDLORD shall promptly deliver to TENANT a copy of have rejected such offer, and TENANT mayin which event Landlord shall be free, within fifteen (15) days at any time thereafter, elect to purchase sell the demised premises on the same terms as those set forth in Leased Premises or such offer, excepting that TENANT shall be credited against the ownership interest to a Qualified Purchaser at a purchase price to be paid by TENANT, with a sum equal and upon terms and conditions not more favorable to the amount of any brokerage commissionsQualified Purchaser than those contained in Landlord's notice to Tenant, if anyexcept as specifically provided below. Upon Landlord's request, which LANDLORD Tenant shall save by a sale to TENANT. If LANDLORD shall receive an offer for the purchase affirm in writing within five (5) Business Days, after expiration of the demised premisesapplicable time period, which is not consummated by delivering a deed to the offerer, the TENANT'S right of first refusal to purchase shall remain applicable to subsequent offersthat such offer has been rejected. If LANDLORD shall sell the demised premises after a failure of TENANT to exercise its right of first refusal, such shall be subject to the Lease and shall continue to be applicable to subsequent sales of the demised premises. Notwithstanding the foregoing, TENANT'S This right of first refusal shall not apply to: (i) any offer or extend sale incidental to the exercise of any remedy by Lender or any mortgagee or beneficiary under any mortgage, deed of trust or similar security instrument creating a lien on the interest of Landlord in the Leased Premises, (ii) any transfer by or among the owners of Landlord to any sales other owner of Landlord, or transfers between LANDLORD and a transfer by any affiliates beneficial owner to such owner's immediate family or lineal descendants or a trust for the benefit of any one or more of the foregoing, or to a corporation or other entity in which the principals any one or more of the LANDLORD are foregoing has a controlling interest, or to an entity controlled by, under common control with or controlling Landlord or to an organization qualified under section 501(c)(3) of the majority shareholders Internal Revenue Code or to a wholly-owned subsidiary of such an organization, (iii) a transaction or transfer resulting from the sale, reorganization or consolidation of all or substantially all of the assets of any of the constituent owners of Landlord, or (iv) any transfer resulting from the death or incompetence of any individual. If Landlord desires to sell or offer for sale the Leased Premises or such ownership interest for a lower purchase price or on terms more favorable to the Qualified Purchaser than offered to and not accepted by Tenant, Landlord shall not convey the Leased Premises or such ownership interest without first again offering to Tenant the right to purchase the Leased Premises or such ownership interest as provided above; provided, however, that such sale or offer shall only be deemed to be more favorable if the proposed sale price and terms shall be less than ninety-five percent (95%) of the sale price (or cash equivalent price) offered to Tenant. In the event Landlord is required to re-offer the Leased Premises or such ownership interest to Tenant pursuant to the preceding sentence, Tenant shall have ten (10) Business Days after receipt of such re-offer in which to elect to acquire the Leased Premises or such ownership interest on the terms contained in such notice after which time Landlord shall be free to sell the Leased Premises or such ownership interest on such terms. The provisions of this paragraph shall apply to each subsequent price reduction, if any, meeting the criteria set forth herein. Any purchase pursuant to this Section 27 shall be in accordance with the Purchase Procedure. Any conveyance by Landlord of the Leased Premises or such ownership interest to any family trusts or person other than to the heirs of the principals of LANDLORD. LANDLORD Tenant shall be entitled made subject to net this Lease, including the same amount under any continuing right of first refusal exercisegranted to Tenant under this Section 27, and this Lease shall continue in full force and effect. Upon any conveyance by Landlord of the Leased Premises or such ownership interest, Landlord shall provide Tenant with copies of any change of ownership statements prior to the filing of such statements with any governmental authority or agency. Notwithstanding the provisions of Section 21, if Landlord provides such copies by facsimile, same shall be deemed to have been given on the date transmitted.

Right of First Refusal to Purchase. TENANT (1) Landlord shall not, at any time prior to the expiration of the term of this Lease, sell the Property without first giving written notice thereof to Tenant, which notice is hereinafter referred to as "Notice of Sale". (2) The Notice of Sale shall include the exact and complete terms of the proposed sale and shall have attached thereto a photocopy of a bona fide offer and counteroffer, any, duly executed by both Landlord and the prospective purchaser. (3) For a period of Seven (7) days after receipt by Tenant of the Notice of Sale, Tenant shall have the right to give written notice to Landlord of first refusal Tenant's exercise of Tenant's right to purchase the demised premises Property on the same terms, price and conditions as hereinafter set forthforth in the Notice of Sale. If at any time during In the term as extended, LANDLORD shall event that Landlord does not receive a bona fide offer from a third person for the purchase written notice of Tenaxx'x xxercise of the demised premisesright herein granted within said seven (7) day period, which offer LANDLORD there shall desire be a conclusive presumption that Tenaxx xxx elected not to accept, LANDLORD shall promptly deliver to TENANT a copy of such offerexercise Tenaxx'x xight hereunder, and TENANT may, within fifteen (15) days thereafter, elect to purchase Landlord may sell the demised premises Property on the same terms as those set forth in such offer, excepting the Notice of Sale. (4) In the event that TENANT shall be credited against the purchase price to be paid by TENANT, with a sum equal to the amount of any brokerage commissions, if any, which LANDLORD shall save by a sale to TENANT. If LANDLORD shall receive an offer for the purchase of the demised premises, which is not consummated by delivering a deed to the offerer, the TENANT'S right of first refusal to purchase shall remain applicable to subsequent offers. If LANDLORD shall sell the demised premises after a failure of TENANT Tenant declines to exercise its right of first refusal, such shall be subject to the Lease and shall continue to be applicable to subsequent sales refusal after receipt of the demised premises. Notwithstanding Notice of Sale, and, thereafter the foregoing, TENANT'S right sale is not consummated then Tenaxx'x xight of first refusal shall be reinstated. Should such sale be consummated, Tenaxx'x xights hereunder shall be void and of no further force or effect. (5) Tenant's rights hereunder shall not apply or extend apply, and shall be subordinate, to any sales or transfers between LANDLORD and any affiliates in which the principals sale of the LANDLORD are the majority shareholders to Property by Landlord that includes any family trusts other of its real Properties in a group sale, or to the heirs a sale of the principals of LANDLORD. LANDLORD shall be entitled to net the same amount under any right of first refusal exerciseLandlord Corporate entity.

Right of First Refusal to Purchase. TENANT shall have Grantor hereby grants to Grantee, the right of first refusal to purchase (the demised premises as hereinafter set forth. If "Purchase Right") Harrah's Land or anx xxxxxxn thereof at a price equal to any time during the term as extended, LANDLORD shall receive a bona fide arm's length written offer that Grantor is willing to accept (the "Offer") received from a third any person for the purchase of the demised premises, which offer LANDLORD shall desire to accept, LANDLORD shall promptly deliver to TENANT a copy of such offer, and TENANT may, within fifteen (15) days thereafter, elect to purchase the demised premises on the same terms as those set forth in such offer, excepting that TENANT shall be credited against the purchase price to be paid by TENANT, with a sum equal to the amount of any brokerage commissions, if any, which LANDLORD shall save by a sale to TENANT. If LANDLORD shall receive an offer for the purchase of the demised premises, or entity which is not consummated by delivering a deed to an Affiliate (as defined in the offererJoint Venture Agreement) of Grantor (the "Third Party") for Harrah's Land or suxx xxxxxon thereof and upon identical terms and conditions of the Offer (including, without limitation, the TENANT'S right closing date thereunder) subject and subordinate to any rights of first refusal to purchase third parties currently existing, and any rights of holders of mortgages, easements or leases (including only the Ground Lease, Harrah's Lease (as xxxxxxx in the Joint Venture Agreement) and Players' Lease (as defined in the Joint Venture Agreement)) hereafter granted, and other third-party rights approved by Grantee, which approval shall remain applicable to subsequent offersnot be conditioned, or unreasonably withheld or delayed. If LANDLORD Within ten (10) days of Grantor's receipt of the Offer, Grantor shall sell provide Grantee with written notice ("Grantor's Notice") of the demised premises after Offer enclosing a failure true and correct copy of TENANT to exercise its right of first refusal, such the Offer. Grantor's Notice shall be subject accompanied by Grantor's notification to the Lease and Grantee of Grantor's intent to accept such Offer. Grantor shall continue to be applicable to subsequent sales of the demised premises. Notwithstanding the foregoing, TENANT'S right of first refusal shall not apply or extend to any sales or transfers between LANDLORD and any affiliates in which the principals of the LANDLORD are the majority shareholders to any family trusts or to the heirs of the principals of LANDLORD. LANDLORD shall be entitled to net the same amount under any right of first refusal exercise.record Grantor's Notice with the

Right of First Refusal to Purchase. TENANT shall have the right of first refusal to purchase the demised premises as hereinafter set forth. If at any time during the term as extended, LANDLORD shall receive a bona fide offer from a third person for the purchase of the demised premises, which offer LANDLORD shall desire to accept, LANDLORD shall promptly deliver to TENANT a copy of such offer, and TENANT may, within fifteen (15) days thereaftertherafter, elect to purchase the demised premises on the same terms as those set forth in such offer, excepting that TENANT shall be credited , against the purchase price to be paid by TENANT, the TENANT with a sum equal to the amount of any brokerage commissionscommission, if any, which LANDLORD shall save by a sale to TENANT. If LANDLORD shall receive an offer for the purchase of the demised premises, which is not consummated by delivering a deed to the offerer, the TENANT'S right of first refusal to purchase shall remain applicable to subsequent offers. If LANDLORD shall sell the demised premises after a failure of TENANT to exercise its right of first refusal, refusal such sale shall be subject to this lease, and the Lease right of first refusal shall continue and shall continue to be applicable to subsequent sales of the demised premises. Notwithstanding the foregoing, TENANT'S right of first refusal shall not apply or extend to any sales or transfers between LANDLORD and any affiliates in which the principals of the LANDLORD are the majority shareholders to any family trusts or to the heirs of the principals of LANDLORD. LANDLORD shall be entitled to net the same amount under any right of first refusal exercise.

Right of First Refusal to Purchase. TENANT shall have the right of first refusal to purchase the demised premises Demised Premises as hereinafter set forth. If at any time during the term as extended, LANDLORD shall receive a bona fide offer from a third person for the purchase of the demised premisesDemised Premises, which offer LANDLORD shall desire to accept, LANDLORD shall promptly deliver to TENANT a copy of such offer, and TENANT may, within fifteen (15) days thereafter, elect to purchase the demised premises Demised Premises on the same terms as those set forth in I such offer, excepting that TENANT shall be credited against the purchase price to be paid by TENANT, with a sum equal to the amount of any brokerage commissionscommission, if any, which LANDLORD shall save by a sale to TENANT. If LANDLORD shall receive an offer for the purchase of the demised premisesDemised Premises, which is not consummated by delivering a deed to the offerer, the TENANT'S TENANTS right of first refusal to purchase shall remain applicable to subsequent offers. If LANDLORD shall sell the demised premises Demised Premises, after a failure of TENANT to exercise its right of first refusal, such shall be subject to the Lease and shall continue to be applicable to subsequent sales of the demised premisesDemised Premises. Notwithstanding Not withstanding the foregoing, TENANT'S TENANTS right of first refusal shall not apply or extend to any sales or transfers between LANDLORD and any 11/26/96 affiliates in which the principals of the LANDLORD are the majority shareholders to any family trusts or to the heirs of the principals of LANDLORD. LANDLORD shall be entitled to net the same amount under any right of first refusal exercise. 15.1 Holdover- In the event that TENANT continues in use and occupancy and holds over in possession of the Premises after the expiration of the Initial Term or, properly exercised, the Option Term, in addition to all other damages to which LANDLORD may be entitled, the monthly rent during the period of holdover shall be in a sum equal to double the amount of the monthly installment of base annual fixed rent during the last month of the term which has just expired. Said holdover rent shall be in addition to all additional rents for which the TENANT shall be responsible during the holdover period.

Right of First Refusal to Purchase. TENANT shall have If Landlord is then owned by Menlo Equities Development Company IX LLC and Beacon Santa Xxxxx Campus Equity LLC (or another special purpose entity with the right same beneficial ownership as Santa Xxxxx Campus Property Owner I LLC) and it then owns all of first refusal the Subject Buildings (as defined below), and it receives an unsolicited offer to purchase the demised premises as hereinafter set forth. If at any time during the term as extended, LANDLORD shall receive a bona fide offer from a third person for the purchase of the demised premises, Subject Buildings only which offer LANDLORD shall desire Landlord desires to accept, LANDLORD and provided that Tenant is not in default under this Lease, Landlord shall promptly deliver to TENANT provide a copy summary of the pertinent economic terms of such offer, and TENANT may, within fifteen offer (15“Unsolicited Offer Summary”). Tenant shall notify Landlord in writing with seven (7) days thereafter, elect after receipt of the Unsolicited Offer Summary of Tenant’s election to purchase the demised premises Subject Buildings on the same terms as those set forth in such offer, excepting that TENANT the Unsolicited Offer Summary (“Tenant’s Purchase Election Notice”). Failure of Tenant to deliver Tenant’s Purchase Election Notice within the required time period shall be credited against deemed an election by Tenant not to purchase the purchase price Subject Buildings. This right shall be personal to be paid by TENANTAruba Networks, with a sum equal Inc., applies only to the amount of any brokerage commissions, if any, which LANDLORD shall save by a sale to TENANT. If LANDLORD shall receive an offer for the purchase of all of the demised premisesSubject Buildings only, which is not consummated by delivering a deed to the offerer, the TENANT'S right of first refusal to purchase shall remain applicable to subsequent offers. If LANDLORD shall sell the demised premises after a failure of TENANT to exercise its right of first refusal, such shall be subject to the Lease and shall continue to be applicable to subsequent sales of the demised premises. Notwithstanding the foregoing, TENANT'S right of first refusal without limitation shall not apply or extend to any sales or transfers between LANDLORD and any affiliates in which the principals event of (a) a sale of the LANDLORD are Project, (b) an other multi-building or multi-project portfolio sale, (c) a Property, multi-property, or Project recapitalization or financing, or (d) a larger capital markets transaction (e.g., a merger, consolidation, reorganization, master limited partnership, REIT, UPREIT, etc.) involving the majority shareholders Property or the Project. In the event Tenant delivers Tenant’s Purchase Election Notice within the time period required herein, Landlord and Tenant, within ten (10) business days after Landlord’s receipt of Tenant’s Purchase Election Notice, shall enter into an “As-Is” Purchase and Sale Agreement, without representations or warranties other than those relating to any family trusts or to authority, and otherwise reflecting the heirs terms of the principals of LANDLORD. LANDLORD shall be entitled to net the same amount under any right of first refusal exerciseUnsolicited Offer Summary.

Right of First Refusal to Purchase. TENANT In the event Offeror receives an offer to purchase the Land from a third-party that it wishes to accept (the “Offer”), Offeror shall offer to sell the Land to Offeree on the same terms and conditions (the “Notice of Offer”), and Offeree shall have thirty (30) days following receipt of the written notice to accept such offer. The Notice of Offer shall set forth all of the terms and conditions of the Offer, along with copies of all relevant documents pertaining to the Offer (collectively, the “Notice Documents”), including, but not limited to, a copy of the proposed purchase and sale agreement. Offeror hereby grants to Offeree the right to purchase the Property or portion thereof described in the Offer upon the same terms and conditions set forth in the Offer (the “Right of First Refusal”). Offeree shall have thirty (30) days after receipt of the Notice of Offer and the Notice Documents to notify Offeror in writing of its election to exercise its Right of First Refusal. If Offeree fails to timely exercise its Right of First Refusal as provided herein, such failure shall be deemed a waiver of Offeree’s right as to that Offer, and Offeror may proceed to consummate the transaction contemplated by the Offer in accordance with the terms and conditions thereof. If subsequent to Offeree not accepting the terms in the Offer: (i) the terms and conditions of the Offer are modified or amended in any way which affects the financial terms of the transaction contemplated by the Offer, or extends any time period contained within the Offer by more than thirty (30) days, or (ii) the transaction contemplated by the Offer is not consummated within two hundred seventy (270) days after the date of receipt by Offeree of the Notice of Offer, then, in either event, Offeree’s rights hereunder shall be reinstated as to any modified or amended Offer, any offer continuing beyond such two hundred seventy (270) day period, or any subsequent Offer received by Offeror from a third party or tendered by Offeror to a third party. In the event Offeror proceeds to close on the sale to a Third Party strictly in accordance with this Section, then this Right of First Refusal shall expire and be deemed released as to the property included in the sale on the date of closing of the sale by Offeror to the Third Party. This right of first refusal to purchase shall be binding upon the demised premises as hereinafter set forth. If at any time during Encumbered Property (or the term as extended, LANDLORD shall receive a bona fide offer from a third person for the purchase portion of the demised premises, which offer LANDLORD shall desire Encumbered Property that is subject to accept, LANDLORD shall promptly deliver to TENANT a copy of an Offer) until such offer, and TENANT may, within fifteen (15) days thereafter, elect to purchase the demised premises on the same terms time as those set forth in such offer, excepting that TENANT shall be credited against the purchase price to be paid by TENANT, with a sum equal to the amount of any brokerage commissions, if any, which LANDLORD shall save by a sale to TENANT. If LANDLORD shall receive an offer for the purchase Offeror sells or disposes of the demised premises, which Encumbered Property (or the portion of the Encumbered Property that is not consummated subject to an Offer) to an offeror following the waiver by delivering a deed to the offerer, the TENANT'S Offeree of its right of first refusal to purchase shall remain applicable to subsequent offersas described above. If LANDLORD shall sell In the demised premises after a failure of TENANT to exercise event that Offeree exercises its right of first refusalrefusal and thereafter defaults by failing to close the transaction, such this right of first refusal shall be subject terminate as to the Lease and shall continue to be applicable to subsequent sales all of the demised premisesEncumbered Property. Notwithstanding the foregoing, TENANT'S The right of first refusal shall not apply to a bona fide mortgage transaction or extend to the conveyance of any sales or transfers between LANDLORD and any affiliates in which the principals portion of the LANDLORD are the majority shareholders to any family trusts Encumbered Property by foreclosure or to the heirs deed in lieu of the principals of LANDLORDforeclosure. LANDLORD shall be entitled to net the same amount under any The right of first refusal exercisewill terminate upon the conveyance of the Benefitted Property by Offeree to any unrelated third party.

Right of First Refusal to Purchase. TENANT shall have the right of first refusal to purchase the demised premises as hereinafter set forth. If at any time during the term of this Lease, or any extension thereof, the Landlord shall (a) elect to sell the Premises, or part thereof as extendeda condominium unit, LANDLORD shall receive or (b) receives a bona fide offer from a third person for party to purchase the purchase of the demised premisesPremises, or part thereof, which offer LANDLORD shall desire the Landlord is willing to accept, LANDLORD then in either event the Landlord shall promptly deliver notify the Tenant thereof and afford to TENANT Tenant a copy period of thirty (30) days in which to elect to purchase the Premises, or part thereof, on the terms offered. In the event Tenant notifies Landlord within such offerthirty (30) day period that Tenant elects to purchase the Premises, or part thereof, then on a mutually agreeable date within thirty (30) days thereafter Landlord shall sell to Tenant, and TENANT mayTenant shall purchase from Landlord, within fifteen the Premises, or part thereof, upon such terms, provided that Landlord can convey good and marketable title thereto, free and clear of all liens and encumbrances, by full warranty deed, such title to be insurable by a nationally known title company at standard rates for an ALTA policy, which provision may be waived by the Tenant, in its sole discretion. In the event Tenant declines to purchase the Premises, or part thereof, or fails to respond to Landlord's notice, then Landlord shall be free to sell the Premises, or part thereof, or accept such offer by such third party, on the same terms and conditions for a period of ninety (1590) days thereafter, elect to purchase but in the demised premises on event the same terms as those set forth in Premises, or part thereof, is not so sold within such offerninety (90) day period, excepting that TENANT then Landlord shall be credited against again obligated to offer the purchase price to be paid by TENANTPremises, with a sum equal to the amount of any brokerage commissionsor part thereof, if any, which LANDLORD shall save by a for sale to TENANTTenant as provided herein. If LANDLORD shall receive an offer for the purchase of the demised premises, which is not consummated by delivering a deed to the offerer, the TENANT'S right of first refusal to purchase shall remain applicable to subsequent offers. If LANDLORD shall sell the demised premises after a failure of TENANT to exercise its right of first refusal, such shall be subject to the Lease and shall continue to be applicable to subsequent sales of the demised premises. Notwithstanding the foregoing, TENANT'S right of first refusal shall not apply or extend to any sales or transfers between LANDLORD and any affiliates in which the principals of the LANDLORD are the majority shareholders to any family trusts or to the heirs of the principals of LANDLORD. LANDLORD shall be entitled to net the same amount under any right of first refusal exercise.Further Assurances

Right of First Refusal to Purchase. TENANT In the event Landlord receives an acceptable offer to purchase the Project after Commencement of the Lease, Landlord shall notify Tenant of such fact and shall include in such notice the terms at which the Landlord is prepared to sell the Project to the prospective purchaser(s). Tenant and Landlord shall have a period of five (5) business days following Tenant's receipt of notice to notify Landlord whether Tenant elects to exercise the right granted hereby to enter into a purchase and sale agreement to purchase the Project upon the same terms and conditions as the proposed sale of the Project to the prospective purchaser(s), as the case may be. If Tenant waives its right to purchase the Project, Landlord shall have the right to sell the Project to such prospective purchaser(s). This right will continue through the Term of first refusal this Lease and any renewals, and following any assignment(s) thereof. Upon the exercise by Tenant of its Right of First Refusal as provided in this Agreement, Landlord shall, within five (5) days after Tenant delivers written notice to purchase the demised premises as hereinafter set forth. If at any time during the term as extendedLandlord of its election, LANDLORD shall receive deliver to Tenant a bona fide offer from a third person written agreement for the purchase of the demised premises, which offer LANDLORD shall desire to accept, LANDLORD shall promptly deliver to TENANT a copy sale of such offerProject to Tenant, and TENANT may, within fifteen (15) days thereafter, elect to purchase the demised premises on upon the same terms and conditions as those set forth Landlord so notified Tenant pursuant to Section 1 above. Thereafter, Tenant and Landlord shall negotiate in good faith to finalize such offer, excepting that TENANT purchase and sale agreement within five (5) days after the delivery of such purchase and sale agreement to Tenant. This Right of First Refusal shall be credited against terminate upon the purchase price to be paid by TENANT, with a sum equal to the amount of any brokerage commissions, if any, which LANDLORD shall save by a sale to TENANT. If LANDLORD shall receive an offer for the purchase earlier of the demised premises, which is not consummated by delivering date that: (i) a deed to the offerer, the TENANT'S right of first refusal to purchase shall remain applicable to subsequent offers. If LANDLORD shall sell the demised premises after a failure of TENANT to exercise its right of first refusal, such shall be subject to the Lease and shall continue to be applicable to subsequent sales written mutual agreement of the demised premises. Notwithstanding parties to terminate is entered into; (ii) the foregoing, TENANT'S right of first refusal shall not apply Project has been sold to a purchaser or extend to any sales or transfers between LANDLORD and any affiliates in which (iii) ten (10) years from the principals of the LANDLORD are the majority shareholders to any family trusts or to the heirs of the principals of LANDLORD. LANDLORD shall be entitled to net the same amount under any right of first refusal exercisedate hereof.

Right of First Refusal to Purchase. TENANT shall have the right of first refusal to purchase the demised premises as hereinafter set forth. (a) If at any time during after the term as extended, LANDLORD first anniversary of the Commencement Date Landlord shall receive a bona fide written offer to purchase the Premises from a third person for the purchase of the demised premisesparty which is not affiliated with Landlord, which offer LANDLORD Landlord is willing to accept ("OUTSIDE CONTRACT"), Landlord shall desire to acceptgive written notice ("SALE NOTICE") thereof, LANDLORD shall promptly deliver to TENANT together with a copy of such offerOutside Contract, to Tenant. Tenant shall have a right of first refusal ("REFUSAL RIGHT") to purchase the Premises that is the subject of the Outside Contract in accordance with the terms and TENANT mayprovisions thereof. If Tenant desires to exercise the Refusal Right, Tenant shall deliver written notice to that effect to Landlord within twenty (20) days after receipt of the Sale Notice ("REFUSAL PERIOD"). If Tenant exercises the Refusal Right by the time and in the manner set forth in this subsection, Landlord and Tenant shall promptly execute a contract which includes the same material terms and conditions as the Outside Contract ("SALE CONTRACT") and Tenant shall deposit when due any xxxxxxx money deposit required thereunder. If Tenant does not execute a Sale Contract within fifteen (15) days thereafterafter Tenant's receipt of such Sale Contract from Landlord, elect to purchase the demised premises signed on the same terms as those set forth behalf of Landlord, or if Tenant defaults in its obligations under such offerSale Contract, excepting that TENANT then Landlord shall be credited against free to consummate the purchase price to be paid by TENANT, with a sum equal sale pursuant to the amount of any brokerage commissions, if any, which LANDLORD shall save by a sale to TENANT. If LANDLORD shall receive an offer for the purchase of the demised premises, which is not consummated by delivering a deed to the offerer, the TENANT'S right of first refusal to purchase shall remain applicable to subsequent offers. If LANDLORD shall sell the demised premises after a failure of TENANT to exercise its right of first refusal, such shall be subject to the Lease Outside Contract (or another contract on substantially similar terms and shall continue to be applicable to subsequent sales of the demised premises. Notwithstanding the foregoing, TENANT'S right of first refusal shall not apply or extend to any sales or transfers between LANDLORD and any affiliates in which the principals of the LANDLORD are the majority shareholders to any family trusts or to the heirs of the principals of LANDLORD. LANDLORD shall be entitled to net the same amount under any right of first refusal exerciseconditions).

Right of First Refusal to Purchase. TENANT shall have the right of first refusal to purchase the demised premises as hereinafter set forth. (a) If at any time during after the term as extended, LANDLORD first anniversary of the Commencement Date Landlord shall receive a bona fide written offer to purchase the Premises from a third person for the purchase of the demised premisesparty which is not affiliated with Landlord, which offer LANDLORD Landlord is willing to accept 31 ("Outside Contract"), Landlord shall desire to acceptgive written notice ("Sale Notice") thereof, LANDLORD shall promptly deliver to TENANT together with a copy of such offerOutside Contract, to Tenant. Tenant shall have a right of first refusal ("Refusal Right") to purchase the Premises that is the subject of the Outside Contract in accordance with the terms and TENANT mayprovisions thereof. If Tenant desires to exercise the Refusal Right, Tenant shall deliver written notice to that effect to Landlord within twenty (20) days after receipt of the Sale Notice ("Refusal Period"). If Tenant exercises the Refusal Right by the time and in the manner set forth in this subsection, Landlord and Tenant shall promptly execute a contract which includes the same material terms and conditions as the Outside Contract ("Sale Contract") and Tenant shall deposit when due any earnest money deposit rexxxxxx thereunder. If Tenant does not execute a Sale Contract within fifteen (15) days thereafterafter Tenant's receipt of such Sale Contract from Landlord, elect signed on behalf of Landlord, or if Tenant defaults in its obligations under such Sale Contract, then Landlord shall be free to purchase consummate the demised premises sale pursuant to the Outside Contract (or another contract on substantially similar terms and conditions). (b) If Tenant does not exercise the same terms as those Refusal Right by the time and in the manner set forth in such offersubsection (a) above, excepting that TENANT then (i) the Refusal Right shall remain in full force and effect, but not with respect to the proposed sale pursuant to the Outside Contract, and (ii) Landlord shall be credited against free to consummate the purchase price to be paid by TENANT, with a sum equal sale pursuant to the amount of any brokerage commissions, if any, which LANDLORD shall save by a sale to TENANTOutside Contract. If LANDLORD shall receive an offer for within one hundred eighty (180) days after the purchase expiration of the demised premises, which is Refusal Period Landlord does not consummated by delivering a deed consummate the sale pursuant to the offererOutside Contract, the TENANT'S right of first refusal to purchase Refusal Right shall remain applicable to subsequent offers. If LANDLORD again be applicable, and Landlord shall not thereafter sell the demised premises after a failure of TENANT to exercise its right of first refusal, such shall be subject Premises pursuant to the Lease and Outside Contract without first offering Tenant the Refusal Right pursuant to this Section 21.1. (c) The rights granted to Tenant under this Section 21 shall continue to be applicable to subsequent sales not survive the expiration or termination of the demised premises. Notwithstanding the foregoing, TENANT'S right this Lease. (d) The provisions of first refusal this Section 21 shall not apply and Tenant shall not have any Refusal Right (i) with respect to the sale, conveyance, assignment or extend other transfer (A) to any sales person controlling, controlled by, or transfers between LANDLORD under common control with Landlord or any of its direct or indirect owners, (B) by gift, descent or devise, or (C) to any sale (or conveyance in lieu thereof) by foreclosure or enforcement of a lien or security interest, or (ii) at any time that an Event of Default has occurred and any affiliates in which the principals is continuing. Any conveyance of the LANDLORD are the majority shareholders Premises to any family trusts or Tenant pursuant to this Section 21 shall be "as-is" with respect to the heirs physical condition of the principals of LANDLORD. LANDLORD shall be entitled to net the same amount under any right of first refusal exercisePremises.

Right of First Refusal to Purchase. TENANT If during the Lease Term Landlord ---------------------------------- decides to accept a written offer to sell all of its interest in the Building to an unrelated person or entity, Landlord shall notify Tenant of its intent to sell the Building and of the price (which will be the price Landlord is willing to accept, less any real estate commissions) and terms on which it is willing to sell the Building (the "First Refusal"). If the Building is one of a number of buildings offered for sale, the price of the Building shall be separately stated and the First Refusal shall apply only to the Building. Tenant shall have five days after Landlord gives notice of the First Refusal to Tenant in which to deliver to Landlord notice of its election to exercise this right on the terms stated in the First Refusal. Time is of the essence. If Tenant so exercises this right, then the sale of the Building shall be closed in accordance with the terms stated in the First Refusal; otherwise, landlord shall have the right to sell the Building within one year after the end of first refusal Tenant's option to purchase any one or more other persons or entities at a price not less than 95% of the demised premises price stated in, and on substantially the same as hereinafter set forththe other terms stated in, the First Refusal. If at Landlord does not so sell the Building within this one year period, then this Section 53 shall thereafter apply to any time during the term as extended, LANDLORD shall receive a bona fide other offer from a third person for the purchase of the demised premises, which offer LANDLORD shall desire to accept, LANDLORD shall promptly deliver to TENANT a copy of such offer, and TENANT may, within fifteen (15) days thereafter, elect to purchase the demised premises on the same terms as those set forth in such offer, excepting that TENANT shall be credited against the purchase price to be paid by TENANT, with a sum equal to the amount of any brokerage commissions, if any, which LANDLORD shall save by a sale to TENANTfalls under this Section 53. If LANDLORD shall receive an offer for the purchase of the demised premises, which Building is not consummated by delivering a deed to the offerersold in accordance with this Section 53, the TENANT'S right of first refusal to purchase First Refusal shall remain applicable to subsequent offers. If LANDLORD shall sell the demised premises after a failure of TENANT to exercise its right of first refusal, such shall be subject to the Lease terminate and shall continue to be applicable to subsequent sales of the demised premises. Notwithstanding the foregoing, TENANT'S right of first refusal shall not apply or extend to any sales or transfers between LANDLORD and any affiliates in which the principals of the LANDLORD are the majority shareholders to any family trusts or to the heirs of the principals of LANDLORD. LANDLORD shall be entitled to net the same amount under any right of first refusal exercisefurther sale.

Right of First Refusal to Purchase. TENANT shall have Landlord hereby grants to Tenant the right of first refusal to purchase the demised premises Property upon the terms and conditions as hereinafter set forthforth herein. If at Landlord shall not sell and convey all or any time portion of the Property to any party other than Tenant during the term as extended, LANDLORD Term unless Landlord shall receive have first (a) obtained a bona fide valid offer in writing from a third person for prospective purchaser other than Tenant to purchase all or a portion of Property (hereinafter referred to as the purchase "Third Party Offer"), (b) offered (hereinafter referred to as the "Refusal Offer") to sell the Property (or such portion thereof) to Tenant in writing on terms substantially identical to those contained in the Third Party Offer and (c) received notice of rejection of the demised premises, which offer LANDLORD shall desire Refusal Offer in writing from Tenant or failed to accept, LANDLORD shall promptly deliver to TENANT receive from Tenant a copy notice of such offer, and TENANT may, acceptance of the Refusal Offer together with an earnxxx xxxey deposit of Twenty Thousand Dollars ($20,000.00) within fifteen ten (1510) business days thereafter, elect to purchase after receipt by Tenant of the demised premises on Refusal Offer (the same terms as those set forth in such offer, excepting that TENANT "Election Period"). Such earnxxx xxxey shall be credited against applied as part payment of the purchase price of the Property at the closing. If Tenant rejects or fails to accept the Refusal Offer within the Election Period, then Landlord may enter into a binding agreement in accordance with the Third Party Offer. In the event that such transaction does not close within six (6) months after the expiration of the Election Period, Tenant's right of first refusal shall be paid by TENANT, reinstated with a sum equal respect to the amount of Property and, Landlord shall, prior to consummating any brokerage commissions, if any, which LANDLORD shall save by a sale to TENANT. If LANDLORD shall receive an offer for the purchase of the demised premisesProperty, which is not consummated by delivering a deed to again give Tenant the offerer, the TENANT'S right of first refusal to purchase the Property pursuant to the terms of this Section. Landlord, in such event, shall remain applicable again be required to subsequent offerssubmit to Tenant written notice which shall trigger all the same time periods for Tenant's response as provided above. If LANDLORD Tenant will provide such documentation as Landlord shall sell reasonably request to release the demised premises after a failure of TENANT to exercise its Property from this right of first refusal, such shall be subject to the Lease and shall continue to be applicable to subsequent sales of the demised premises. Notwithstanding the foregoing, TENANT'S right of first refusal shall not apply or extend to any sales or transfers between LANDLORD and any affiliates in which the principals of the LANDLORD are the majority shareholders to any family trusts or to the heirs of the principals of LANDLORD. LANDLORD shall be entitled to net the same amount under any right of first refusal exerciseif applicable.

Right of First Refusal to Purchase. TENANT shall have the right of first refusal to purchase the demised premises as hereinafter set forth. If at any time during the term as extendedTerm of this Agreement, LANDLORD Landlord intends to accept an offer or enter into an agreement to sell its entire interest in the Property, Landlord shall receive a bona fide give Notice to Tenant in which it shall first offer from a third person for to sell the purchase of Property to Tenant on the demised premises, same terms and conditions which offer LANDLORD shall desire Landlord intends to accept, LANDLORD . Landlord's Notice of such offer shall promptly deliver include the material terms under which Landlord intends to TENANT a copy of make such sale. Tenant shall have ten (10) days in which to respond to Landlord's offer. If Tenant elects to accept such offer, Tenant shall give Landlord Notice thereof within such 10-day period, and TENANT mayLandlord and Tenant shall, within fifteen (15) business days thereafterafter Tenant's Notice, elect execute a purchase and sale agreement prepared by Landlord incorporating such terms and conditions and other mutually acceptable terms and provisions. The provisions of the first paragraph of this Article 23 shall not apply to purchase (i) any proposed transaction by Landlord with any Affiliated Person or (ii) any proposed transfer to any entity providing financing to Landlord or any foreclosure proceeding or lease or deed in lieu of foreclosure, or (iii) any proposed sale of the demised premises on Property as part of a sale of a portfolio of properties (i.e., in a transaction pursuant to which the same terms as those set forth in Property is to be sold together with at least one other property owned by Landlord or any Affiliated Person), but to the extent applicable prior to any such offer, excepting transaction the first paragraph hereof shall apply after the closing of such transaction. It is expressly understood and agreed that TENANT time shall be credited against of the purchase price to be paid by TENANT, essence with a sum equal respect to the amount giving of any brokerage commissions, if any, which LANDLORD such Notice by Tenant and the failure of Tenant to give such Notice within the time and in the manner hereinabove provided shall save by be a sale waiver of Tenant's rights pursuant to TENANTthis Article 23. If LANDLORD shall receive an offer for the Any purchase of the demised premises, which is not consummated Property by delivering a deed to the offerer, the TENANT'S right of first refusal to purchase shall remain applicable to subsequent offers. If LANDLORD shall sell the demised premises after a failure of TENANT to exercise its right of first refusal, such Tenant shall be subject to made in accordance with the Lease and shall continue to be applicable to subsequent sales provisions of the demised premises. Notwithstanding the foregoing, TENANT'S right of first refusal shall not apply or extend to any sales or transfers between LANDLORD and any affiliates in which the principals of the LANDLORD are the majority shareholders to any family trusts or to the heirs of the principals of LANDLORD. LANDLORD shall be entitled to net the same amount under any right of first refusal exerciseARTICLE 15.

Right of First Refusal to Purchase. TENANT shall have Provided that Tenant is not in default under this Lease and no circumstances exist which, but for the passage of time would constitute an event of default by Tenant hereunder,, Landlord hereby grants to Tenant a right of first refusal to purchase the demised premises as hereinafter set forthentirely of the Property on which the Premises is located (the"Purchase Right of First Refusal"). If at any time during the term Lease Term, as such may be extended, LANDLORD shall receive Landlord TDG Operations, LLC receives or solicits a bona fide offer from a third person party to purchase the Property on terms acceptable to Landlord, or if the Property is offered for sale by foreclosure or any other forced sale, Landlord shall give Tenant written notice of its receipt of each said offer or sale and its material terms and conditions and a statement that Landlord is acting in good faith, is prepared to accept the purchase terms of the demised premises, which third party offer LANDLORD (the "Purchase Notice'). Tenant shall desire to accept, LANDLORD shall promptly deliver to TENANT a copy of such offer, and TENANT may, then give Landlord written notice within fifteen Fifteen (15) business days thereafter, elect to purchase the demised premises on the same terms as those set forth in such offer, excepting that TENANT shall be credited against the purchase price to be paid by TENANT, with a sum equal to the amount of any brokerage commissions, if any, which LANDLORD shall save by a sale to TENANT. If LANDLORD shall receive an offer for the purchase of the demised premises, which is not consummated by delivering a deed receipt of the Purchase Notice of its election to the offerer, the TENANT'S right of first refusal to purchase shall remain applicable to subsequent offers. If LANDLORD shall sell the demised premises after a failure of TENANT either exercise or decline to exercise its right Purchase Right of first refusal, such shall be subject First Refusal at the price and pursuant to the Lease material terms and shall continue to be applicable to subsequent sales conditions of the demised premisesbona fide offer contained in the Purchase Notice. Notwithstanding anything to the foregoingcontrary contained herein, TENANT'S in no event shall Tenant have the right to terminate the Lease following Tenant's notice to Landlord that it intends to_ exercise the Purchase Right of first refusal First Refusal. This Purchase Right of First Refusal shall not apply to a transfer by Landlord to an Affiliate of Landlord, or extend to any sales heir or transfers between LANDLORD and any affiliates in which trust established by the principals controlling owner of the LANDLORD are the majority shareholders to any family trusts or to the heirs of the principals of LANDLORD. LANDLORD shall be entitled to net the same amount under any right of first refusal exerciseLandlord.

Right of First Refusal to Purchase. TENANT Landlord shall have the right of first refusal to purchase the demised premises as hereinafter set forth. If not at any time during the term as extendedinitial thirty-six (36) months of the Term sell or convey or agree to sell or convey all or any portion of the Premises without first having complied with the requirements of this Section 58. Provided that no default has occurred and is continuing, LANDLORD if Landlord shall receive a bona fide offer from a third person for the to purchase all or any part of the demised premisesPremises that Landlord desires to accept (the “Offer”), which offer LANDLORD Landlord shall desire to accept, LANDLORD shall promptly deliver to TENANT provide a copy of such offer, Offer to Tenant and TENANT may, within fifteen Tenant shall have five (15) 5 business days thereafter, after receipt of such Offer to elect to purchase all or such portion of the demised premises Premises on the same terms and conditions of the Offer. If Tenant elects to so purchase such Property, Tenant shall give to Landlord written notice thereof (“Acceptance Notice”) within said five-business day period. If Tenant delivers an Acceptance Notice as those set forth provided herein, then Landlord and Tenant shall, within thirty (30) days after such delivery, enter into a mutually acceptable purchase and sale agreement pertaining to such Property (or interests) (the “Purchase and Sale Agreement”), reflecting the exact terms of the Offer and this Section 58. The parties agree to act reasonably and cooperatively in negotiating, executing and delivering the Purchase and Sale Agreement. In the event Tenant shall elect not to so purchase such offerProperty, excepting that TENANT shall be credited against the purchase price to be paid by TENANT, with a sum equal Landlord may thereafter sell such Property to the amount of any brokerage commissionsperson or entity making such Offer without offering it to Tenant, if any, which LANDLORD shall save by a sale to TENANT. If LANDLORD shall receive an offer for the purchase of the demised premises, which is not consummated by delivering a deed Notwithstanding anything to the offerercontrary herein, the TENANT'S right provisions of first refusal to purchase shall remain applicable to subsequent offers. If LANDLORD shall sell the demised premises after a failure of TENANT to exercise its right of first refusal, such shall be subject to the Lease and shall continue to be applicable to subsequent sales of the demised premises. Notwithstanding the foregoing, TENANT'S right of first refusal this Article 35 shall not apply or extend to any sales sale or transfers between LANDLORD and any affiliates in which the principals conveyance of the LANDLORD are the majority shareholders Property in foreclosure sale (or similar proceeding) of a bona-fide mortgage or deed of trust or to any family trusts conveyance in lieu of foreclosure of such a mortgage or deed of trust. The rights granted to Tenant hereunder are personal to Tenant and may only be exercised by Tenant when Tenant is in possession of the entire Premises. Any assignment or subletting by Tenant of the Lease or of all or a portion of the Premises (even if such assignment or subletting does not require the consent of Landlord or is approved by Landlord) terminates Tenant’s rights under this Section 58, unless Landlord consents to the heirs contrary in writing at the time of the principals of LANDLORD. LANDLORD shall be entitled to net the same amount under any right of first refusal exercisesuch assignment or subletting.