Right of First Refusal to Purchase. If during the Lease Term, Landlord receives an unsolicited Bona Fide Offer (defined below) for the purchase of any of the Option Properties, which Landlord intends to accept, the following provisions shall apply: (A) Landlord shall give Tenant written notice of the applicable Option Property, the purchase price, and the other material terms and conditions of such offer ("Landlord's Notice"). Tenant shall have the right ("Right of First Refusal") to elect to purchase the Option Property for the purchase price and on the other terms and conditions specified in Landlord's Notice, subject to the provisions of this Paragraph 31. Tenant shall exercise the Right of First Refusal, if at all, by delivery of written notice to Landlord (the "Acceptance") within ninety (90) days after receipt of Landlord's Notice. Tenant's failure to deliver its Acceptance within said ninety (90) day period shall conclusively be deemed to be a rejection by Tenant of the offer set forth in Landlord's Notice. If Tenant rejects or is deemed to have rejected the offer set forth in Landlord's Notice, Landlord may thereafter sell the Option Property on such terms and conditions as Landlord in its sole discretion shall determine, provided that if the purchase price shall be reduced more than five percent (5%) below the purchase price set forth in Landlord's Notice, Landlord shall "re-offer" the Option Property by giving Tenant a new Landlord's Notice ("Landlord's Modified Notice"), but in such case Tenant must exercise the Right of First Refusal, if at all, by delivering written notice to Landlord within ten (10) days after receipt of Landlord's Modified Notice. (B) If Tenant elects to purchase the Option Property, the terms and conditions set forth in Landlord's Notice shall constitute a binding agreement of purchase and sale between Landlord and Tenant; provided, however, that the time of performance shall be appropriately extended to take into account the time elapsed between presentation to Tenant of Landlord's Notice and Tenant's Acceptance. Within five (5) business days after Tenant's Acceptance of the offer contained in Landlord's Notice, an escrow shall be opened with a reputable title company of Tenant's choice and reasonably approved by Landlord (the "Escrow") and within said five (5) business day period Tenant shall deliver or cause to be delivered to the Escrow a copy of Landlord's Notice and Tenant's Acceptance, along with any deposit specified in Landlord's Notice.
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Samples: Office Lease (Cnet Networks Inc)
Right of First Refusal to Purchase. If during the Lease Term, Landlord receives an unsolicited Bona Fide Offer (defined below) for the purchase of any of the Option Properties, which Landlord intends to accept, the following provisions shall apply:
(A) Landlord shall give Tenant written notice of the applicable Option Property, the purchase price, and the other material terms and conditions of such offer ("Landlord's Notice"). Tenant shall have the right of first refusal to purchase the Premises ("Right of First Refusal") upon the following terms and conditions:
41.1 If at any time during the initial or any extended term of this Lease Landlord determines to elect sell the Premises, Landlord shall give written notice to purchase Tenant ("Right of First Refusal Notice") of the Option Property for the purchase price and on the other economic terms and conditions specified in Landlord's Noticeon which Landlord would be willing to sell the Premises. If Tenant, subject to the provisions of this Paragraph 31. Tenant shall exercise the Right of First Refusal, if at all, by delivery of written notice to Landlord within thirty (the "Acceptance") within ninety (9030) days after receipt of Landlord's Notice. Tenant's failure to deliver its Acceptance within said ninety (90) day period shall conclusively be deemed to be a rejection by Tenant Right of the offer set forth in Landlord's Notice. If Tenant rejects or is deemed to have rejected the offer set forth in Landlord's First Refusal Notice, Landlord may thereafter sell agrees in writing to purchase the Option Property Premises on such the terms and conditions as Landlord stated in its sole discretion shall determine, provided that if the purchase price shall be reduced more than five percent (5%) below the purchase price set forth in Landlord's Noticenotice, Landlord shall "re-offer" sell and convey the Option Property by giving Premises to Tenant a new Landlord's Notice on the economic terms and conditions stated in the notice.
41.2 If Tenant does not agree in writing to purchase the Premises within thirty ("Landlord's Modified Notice"), but in such case Tenant must exercise the Right of First Refusal, if at all, by delivering written notice to Landlord within ten (1030) days after receipt of Landlord's Modified Right of First Refusal Notice.
, or if Landlord and Tenant have not entered into a purchase and sale agreement within thirty (B30) If Tenant elects days thereafter, Landlord shall have the right to purchase sell and convey the Option Property, the Premises to a third party on economic terms and conditions set forth no more favorable than the economic terms and conditions stated in Landlord's Notice shall constitute a binding agreement the Right of purchase and sale between Landlord and Tenant; providedFirst Refusal Notice, however, except that the time purchase price may be two and one half percent (2.5%) less than that stated in the Right of performance First Refusal Notice, and, upon any such sale, the Right of First Refusal shall terminate. If Landlord does not sell and convey the Premises within one hundred eighty (180) days after the Right of First Refusal Notice, any sale transaction thereafter shall be appropriately extended deemed a new determination by Landlord to sell and convey the Premises and the provisions of this Section shall again be applicable.
41.3 If Tenant purchases the Premises pursuant to the Right of First Refusal, this Lease shall terminate on the date title vests in Tenant, and Landlord shall remit to Tenant any security deposit and all prepaid and unearned Rent. Notwithstanding the foregoing, if Tenant, at its option, should determine to take into account title to the time elapsed between presentation to Tenant Premises in the name of Landlord's Notice and Tenant's Acceptance. Within five (5) business days after Tenant's Acceptance of the offer contained in Landlord's Notice, an escrow shall be opened with a reputable title company affiliate of Tenant's choice , this Lease shall not terminate on the date title vests in any such affiliate of Tenant unless Tenant and reasonably approved by Landlord (the "Escrow") and within said five (5) business day period Tenant shall deliver or cause to be delivered to the Escrow a copy of Landlord's Notice and Tenant's Acceptance, along with any deposit specified in Landlord's Noticesuch affiliate agree otherwise.
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Right of First Refusal to Purchase. If during 29.1 Landlord shall not sell, transfer, convey, exchange, grant an option to purchase, lease or otherwise dispose of any portion of the Lease Term, Premises without first complying with this Section 29. The provisions of this Section 29 shall apply when Landlord receives an unsolicited Bona Fide Offer (defined below) for from a third party a bona-fide offer to purchase a part, portion, or all of the Premises.
29.2 Landlord shall first give written notice to Tenant. Landlord’s written notice to Tenant shall contain the purchase of any price and all other terms or conditions of the Option Properties, which Landlord intends to accept, the following provisions shall apply:
(A) Landlord shall give Tenant written notice of the applicable Option Property, the purchase price, and the other material proposed sale. The terms and conditions of such offer ("Landlord's Notice")any proposed purchase or sale shall be clear, complete and unambiguous. Tenant shall have In order for a proposal by Landlord to be clear, complete, and unambiguous, the right ("Right proposal must include the form of First Refusal") to elect to purchase the Option Property legally binding contract for the purchase price sale to the third party certified by Landlord as being a true and on correct copy of the other terms and conditions specified of said sale; such contract shall be in Landlord's Notice, subject to the provisions a customary and fair form then in common use for properties of this Paragraph 31. type in Lane County, Oregon.
29.3 Tenant shall exercise may elect to accept the Right of First Refusalproposal, if at all, terms and conditions submitted by delivery of written notice or to Landlord by giving to Landlord a written response within forty-five (the "Acceptance") within ninety (9045) days after Tenant’s receipt of Landlord's Notice’s notice. Tenant's failure If Tenant elects to deliver its Acceptance accept Landlord’s proposal, terms and conditions, then the transaction shall be closed as soon as reasonably practicable and after Title examination and Title Reports.
29.4 If Tenant does not accept Landlord’s proposal, terms and conditions within said ninety forty-five (9045) day period shall conclusively be deemed days, then Landlord may thereafter proceed to be a rejection by Tenant of sell to another person or purchaser on the offer same terms and conditions as set forth in Section 29.2. Provided however: 29 – LEASE AGREEMENT pdx/112037/138180/KMP/1247874.9
29.4.1 Landlord's Notice. If ’s sale to or purchase by another person or purchaser must close within one hundred twenty (120) days from the time Tenant rejects or is deemed to have rejected Landlord’s proposal. If the offer sale/purchase does not close within said one hundred twenty (120) days, then Landlord must again resubmit the proposal for sale/purchase to Tenant for its further consideration. Tenant’s further consideration and response shall be in a like manner and within fourteen (14) days of receipt of Landlord’s subsequent request; and
29.4.2 If Landlord makes or receives any proposal, term or condition different than the proposal, terms and conditions submitted to Tenant, then Landlord shall once again submit the new/different proposal, terms and conditions to Tenant, for its further consideration. Tenant’s further consideration and responses shall be in a like manner and within a like time as described in Section 29.4.1 above.
29.5 The rights granted to Tenant pursuant to this Section 29 shall be continuous and shall terminate only upon expiration of the Lease Term as the same may be extended pursuant to Section 27. If one or more proposals are made to Tenant and Tenant does not accept the same, and the Property is, in whole or in part, transferred, the right of first refusal granted by this Agreement shall nonetheless apply to subsequent transfers of all or any portion of the Property, except that the forty-five (45) day time frame set forth in Landlord's Notice, Landlord may thereafter sell the Option Property on such terms Sections 29.3 and conditions as Landlord in its sole discretion shall determine, provided that if the purchase price 29.4 shall be reduced more than five percent shortened to thirty (5%30) below days, and the purchase price one hundred twenty (120) day time frame set forth in Landlord's Notice, Landlord Section 29.4.1 shall "re-offer" the Option Property by giving Tenant a new Landlord's Notice be increased to one hundred eighty ("Landlord's Modified Notice"), but in such case Tenant must exercise the Right of First Refusal, if at all, by delivering written notice to Landlord within ten (10180) days after receipt of Landlord's Modified Noticedays.
(B) If Tenant elects to purchase the Option Property29.6 ORS 93.040 Notice: “THIS INSTRUMENT WILL NOT ALLOW USE OF THE PROPERTY DESCRIBED IN THIS INSTRUMENT IN VIOLATION OF APPLICABLE LAND USE LAWS AND REGULATIONS. BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT, the terms and conditions set forth in Landlord's Notice shall constitute a binding agreement of purchase and sale between Landlord and Tenant; providedTHE PERSON ACQUIRING FEE TITLE TO THE PROPERTY SHOULD CHECK WITH THE APPROPRIATE CITY OR COUNTY PLANNING DEPARTMENT TO VERIFY APPROVED USES AND TO DETERMINE ANY LIMITS ON LAWSUITS AGAINST FARMING OR FOREST PRACTICES AS DEFINED IN ORS 30.930. “THE PROPERTY DESCRIBED IN THIS INSTRUMENT MAY NOT BE WITHIN A FIRE PROTECTION DISTRICT PROTECTING STRUCTURES. THE PROPERTY IS SUBJECT TO LAND USE LAWS AND REGULATIONS, howeverWHICH, that the time of performance shall be appropriately extended to take into account the time elapsed between presentation to Tenant of Landlord's Notice and Tenant's AcceptanceIN FARM OR FOREST ZONES, MAY NOT AUTHORIZE CONSTRUCTION OR SITING OF A RESIDENCE AND WHICH LIMIT LAWSUITS AGAINST FARMING OR FOREST PRACTICES AS DEFINED IN ORS 30.903 IN ALL ZONES. Within five (5) business days after Tenant's Acceptance of the offer contained in Landlord's NoticeBEFORE SIGNING OR ACCEPTING THIS INSTRUMENT, an escrow shall be opened with a reputable title company of Tenant's choice and reasonably approved by Landlord (the "Escrow") and within said five (5) business day period Tenant shall deliver or cause to be delivered to the Escrow a copy of Landlord's Notice and Tenant's Acceptance, along with any deposit specified in Landlord's NoticeTHE PERSON ACQUIRING FEE TITLE TO THE PROPERTY SHOULD CHECK WITH THE APPROPRIATE CITY OR COUNTY PLANNING DEPARTMENT TO VERIFY APPROVED USES AND EXISTENCE OF FIRE PROTECTION FOR STRUCTURES.”
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Right of First Refusal to Purchase. 34.1 If Landlord, at any time during the Term of this Lease Term, Landlord receives an unsolicited Bona Fide Offer (defined below) shall receive any bona fide offer for the purchase of any of the Option Properties11200 Realty or the Warehouse, which offer Landlord intends shall be ready and willing to accept, then Tenant shall have the following provisions shall apply:
(A) Landlord shall give Tenant written notice of first right to purchase 11200 Realty or the applicable Option Property, Warehouse at the purchase same price, and upon the other material same terms and conditions as shall be contained in such offer. Landlord shall inform Tenant in writing immediately upon the receipt of any written offer which Landlord shall be ready and willing to accept and shall also inform Tenant immediately upon Landlord's execution of any listing agreement for the sale of 11200 Realty or the Warehouse. Landlord shall deliver to Tenant a copy of such offer and Tenant shall have five (5) business days, from and after the receipt of the copy of such offer from Landlord, in which to elect to purchase 11200 Realty or the Warehouse at the same price and on the same terms and conditions as contained in such offer, by giving Landlord written notice thereof, and such notice by Tenant shall create a binding purchase agreement between the parties hereto upon the same price, terms and conditions of such offer ("Landlord's Notice")the offer. If Tenant shall have the right ("Right of First Refusal") to elect not to purchase the Option Property 11200 Realty or the Warehouse or shall fail to give Landlord notice within the time provided for herein, then Landlord may sell 11200 Realty or the purchase price and on Warehouse but only at the other same price, terms and conditions specified in Landlord's Noticethe copy of the offer Landlord submitted to Tenant. If 11200 Realty or the Warehouse is not sold by Landlord on the terms set forth in the offer delivered to Tenant, subject Landlord shall submit all subsequent offers to Tenant, in the provisions manner provided herein, prior to making any subsequent sale of this Paragraph 3111200 Realty or the Warehouse. Tenant shall exercise the This Right of First RefusalRefusal shall terminate upon the sale of 11200 Realty or the Warehouse by Interior Design Services, if at all, by delivery of written notice Inc. to Landlord (the "Acceptance") within ninety (90) days after receipt of Landlord's Notice. Tenant's failure to deliver its Acceptance within said ninety (90) day period shall conclusively be deemed to be a rejection by Tenant of the offer set forth in Landlord's Notice. If Tenant rejects or is deemed to have rejected the offer set forth in Landlord's Notice, Landlord may thereafter sell the Option Property on such terms and conditions as Landlord in its sole discretion shall determine, provided that if the purchase price shall be reduced more than five percent (5%) below the purchase price set forth in Landlord's Notice, Landlord shall "re-offer" the Option Property by giving Tenant a new Landlord's Notice ("Landlord's Modified Notice"), but in such case Tenant must exercise the Right of First Refusal, if at all, by delivering written notice to Landlord within ten (10) days after receipt of Landlord's Modified Noticeany third party.
(B) If Tenant elects to purchase the Option Property, the terms and conditions set forth in Landlord's Notice shall constitute a binding agreement of purchase and sale between Landlord and Tenant; provided, however, that the time of performance shall be appropriately extended to take into account the time elapsed between presentation to Tenant of Landlord's Notice and Tenant's Acceptance. Within five (5) business days after Tenant's Acceptance of the offer contained in Landlord's Notice, an escrow shall be opened with a reputable title company of Tenant's choice and reasonably approved by Landlord (the "Escrow") and within said five (5) business day period Tenant shall deliver or cause to be delivered to the Escrow a copy of Landlord's Notice and Tenant's Acceptance, along with any deposit specified in Landlord's Notice.
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