Common use of Right of Offer Clause in Contracts

Right of Offer. Provided that Tenant fully occupies the Premises and has not assigned this Lease to any other party and that no event of default or condition which with the giving of notice or the passage of time, or both, would constitute an event of default then exists, Landlord shall offer to Tenant, before offering to any party unrelated to Landlord, other than the existing tenant of such space or other tenants with prior rights to such space, if any, the space, or any portion of the space, on the third (31-d) floor of the Building (the "Offer Space") which becomes available for lease during the Term. Any such offer by Landlord to Tenant shall be set forth in a written notice from Landlord to Tenant setting forth the rent and the other material business terms under which Landlord intends to offer the Offer Space on the market ("Landlord's Notice"). If Tenant notifies Landlord in writing within five (5) days after Landlord's Notice that it elects to rent the Offer Space upon the terms set forth in Landlord's Notice ("Tenant's Notice"), Landlord and Tenant shall within fifteen (15) days after Tenant's Notice execute a written lease or, at Landlord's option, an amendment to this Lease under which Tenant shall lease the Offer Space upon the business terms set forth in Landlord's Notice and otherwise upon terms consistent with this Lease (in either case, the "New Lease"). The New Lease shall be in a form provided by Landlord to Tenant. If Tenant does not notify Landlord in writing within five (5) days after Landlord's Notice that it elects to rent the Offer Space upon the terms set forth in Landlord's Notice, or if Tenant provides Tenant's Notice to Landlord but fails to execute the New Lease within fifteen (15) days after Tenant's Notice (such period being extendable by mutual written agreement between the Parties), Landlord shall thereafter be free to lease the Offer Space to any other party on whatever terms Landlord may negotiate with such other party , even if such terms are more favorable than those set forth in Landlord's Notice. Time is of the essence of the provisions hereof. Failure by the parties to execute the New Lease within such time period (as it may be extended in writing) shall have no affect on the rights, obligations and responsibilities of the parties under the current Lease and shall have no material affect on the current Lease.

Right of Offer. Provided that (a) During the initial term of this Lease (but not during the term of the Extension Options (as defined above), Tenant fully shall have the right of offer to lease any space which becomes vacant or Landlord determines will become vacant after Tenant occupies the Premises and has not assigned this Lease to any other party and that no event of default or condition which with the giving of notice or the passage of time, or both, would constitute an event of default then exists, Landlord shall offer to Tenant, before offering to any party unrelated to Landlord, other than the existing tenant of such space or other tenants with prior rights to such space, if any, the space, or any portion of the space, on the third (31-d) sixth floor of the Building (the "Offer Space"“Additional Premises”). Prior to leasing any Additional Premises, Landlord shall give Tenant written notice of its intent to lease the Additional Premises along with Landlord’s initial determination of the Market Rate rent for the Additional Premises and identification of the parking rights to be provided with the Additional Premises (including any parking concessions and parking rates) which becomes available for lease during the Term(a “Landlord Notice”). Any such offer by Landlord to Tenant shall be set forth in a written notice from Landlord to Tenant setting forth the rent and the other material business terms under which Landlord intends to offer the Offer Space on the market have ten ("Landlord's Notice"). If Tenant notifies Landlord in writing within five (510) days after Landlord's Notice that it elects Landlord has given written notice in which to rent provide Landlord with written notice (an “Election Notice”) of its election to exercise its right to lease all of the Offer Space upon Additional Premises (Tenant shall not have the right to elect to lease part of the Additional Premises). Tenant shall pay Base Rent for the Additional Premises at the “Market Rate” (as defined below). All of the other terms set forth in Landlord's Notice ("Tenant's Notice"), and conditions pertaining to the lease of the Additional Premises shall be agreed to by Landlord and Tenant shall within fifteen ten (1510) days after Landlord receives Tenant's Notice execute a ’s written notice. If Landlord and Tenant are unable to agree on such terms and conditions within the ten (10) day period, Tenant’s right to lease or, at Landlord's option, an amendment to this Lease under which the Additional Premises shall automatically expire and Tenant shall have no further right to lease the Offer Space upon Additional Premises. All of the business terms set forth and conditions for the lease of the Additional Premises shall be satisfactory to Landlord, in Landlord's Notice and otherwise upon terms consistent with this Lease (in either case, the "New Lease"). The New Lease shall be in a form provided by Landlord to Tenant’s sole discretion. If Tenant does not notify give Landlord in writing written notice of its election to lease such Additional Premises within five ten (510) days after Landlord's Notice that it elects to rent Landlord gives Tenant its written notice of the Offer Space upon availability of the terms set forth in Landlord's Notice, or if Tenant provides Tenant's Notice to Landlord but fails to execute the New Lease within fifteen (15) days after Tenant's Notice (such period being extendable by mutual written agreement between the Parties)Additional Premises, Landlord shall thereafter be free to lease the Offer Space such Additional Premises to any other a third party on whatever any terms and conditions that Landlord may negotiate shall select, with no further obligation to Tenant. In the event that Landlord offers any space to Tenant pursuant to this right of offer and Tenant does not lease the space, the space so offered shall no longer be subject to this right of offer and thereafter Landlord shall not be obligated to offer said space to Tenant. If Landlord unintentionally fails to provide a Landlord Notice to Tenant, Tenant’s sole remedy for such failure shall be to notify Landlord of the failure and to request that it be provided a Landlord Notice, and, in this event, if the Additional Premises is still available for lease (i.e., it has not been leased by Landlord to a another tenant as evidenced by the full execution of a lease agreement), Landlord shall provide the Landlord Notice to Tenant. Under no circumstances shall Landlord have any legal liability to Tenant (for damages or otherwise) due to Landlord’s unintentional failure to provide a Landlord Notice to Tenant. Landlord shall not be obligated to provide Tenant with notice pursuant to this section, and Tenant shall not have the right to exercise the right of offer granted in this section, at any time that Tenant has subleased all or any portion of the Premises or at any time Tenant is in default as defined in the Lease beyond applicable notice and cure periods. This right of offer shall be subject to (i) the prior and existing rights of the other party tenants in the Project to lease the Additional Premises and (ii) Landlord’s right, even if such terms are more favorable than those set forth in Landlord's Notice. Time is ’s sole discretion, to elect to renew or extend the lease of any tenant occupying the essence of Additional Premises, whether or not such tenant has the provisions hereof. Failure by the parties legal right or option to execute the New Lease within such time period (as it may be extended in writing) shall have no affect on the rights, obligations and responsibilities of the parties under the current Lease and shall have no material affect on the current Leaserenew or extend its lease.

Right of Offer. Provided The capitalized terms of this Right of Offer shall have the meaning as defined in the Second Amendment to which this Right of Offer is attached (the “Second Amendment”), unless otherwise defined. Tenant shall have the right (“Right of Offer”) during the First Extension Term to elect to lease those certain premises in the Building: (i) currently occupied by St. Xxxxxx Warehousing and containing approximately [***] square feet (the “St. Xxxxxx Space”); and (ii) currently occupied by Velocity Services and containing approximately [***] square feet (the “Velocity Space”) (the St. Xxxxxx Space and the Velocity Space shall be herein after collectively referred to as the “Right of Offer Space”), to the extent that Tenant fully occupies such Right of Offer Space becomes Available Space (as that term is hereinafter defined), on and subject to the Premises terms and has not assigned conditions set forth in this Lease Right of Offer. Right of Offer Space shall constitute “Available Space” upon the expiration of all rights, whether now existing or hereafter granted, to any other party and that no event of default or condition which with the giving of notice or the passage of time, or both, would constitute an event of default then exists, Landlord shall offer to Tenant, before offering to any party unrelated to Landlord, other than the existing tenant of such space including, but not limited to (i) all leases in effect, (ii) any rights of tenants thereunder to renew or extend any such lease, whether existing or granted hereafter, and (iii) any rights of other tenants with prior respect to such space. The date following the expiration of all such rights shall be deemed to be the date on which such space becomes available for lease pursuant to this Right of Offer. Landlord shall use reasonable efforts to give notice to Tenant as and when Landlord anticipates that any Available Space will become available. Landlord shall state in each notice hereunder (i) the space available, (ii) the date Landlord anticipates that such space will be available for delivery, (iii) Landlord’s determination of the Market Base Rental Rate (as defined below) with respect to such space, and (iv) the term such space is available for lease by Tenant. In the exercise of Tenant’s Right of Offer for the Velocity Space, Tenant may elect to lease all (but not less than all) of the Velocity Space when and if anythe same becomes Available Space. In the exercise of Tenant’s Right of Offer for the St. Xxxxxx Space, the space, Tenant may elect to lease all or any portion of the spaceSt. Xxxxxx Space, on the third (31-d) floor provided that if Tenant shall elect to lease only a portion of the Building (St. Xxxxxx Space, such portion must contain at least 2 bays and approximately [***] contiguous square feet of space and be acceptable to Landlord in Landlord’s sole discretion and Landlord shall be responsible for all costs required to separately demise such space. Notwithstanding anything contained in the "Lease to the contrary, Tenant may not elect to lease any of the Right of Offer Space") which becomes available for lease Space during the Term. Any such offer by Landlord to Tenant shall be set forth in a written notice from Landlord to Tenant setting forth the rent and the other material business terms under which Landlord intends to offer the Offer Space on the market ("Landlord's Notice"). If Tenant notifies Landlord in writing within last five (5) days after Landlord's Notice that it elects to rent years of the First Extension Term, unless Tenant exercises its Option (for both the Demised Premises and the Right of Offer Space) simultaneously with the exercise of Tenant’s Right of Offer Space upon the terms set forth in Landlord's Notice ("Tenant's Notice"), Landlord and Tenant shall within fifteen (15) days after Tenant's Notice execute a written lease or, at Landlord's option, an amendment if Tenant and Landlord agree to this Lease under which Tenant shall lease extend the Offer Space upon First Extension Term of the business terms set forth in Landlord's Notice and otherwise upon terms consistent with this Lease (in either case, the "New Lease"). The New Lease shall be in Demised Premises to maintain a form provided by Landlord to Tenant. If Tenant does not notify Landlord in writing within minimum five (5) year term simultaneously with the exercise of Tenant’s Right of Offer space. Tenant shall exercise Tenant’s Right of Offer by giving Landlord written notice of such election (along with a detailed description of the portion of the St. Xxxxxx Space Tenant desires to Lease) as follows: (i) in the case of Landlord’s notice of a lease scheduled to expire, within twenty (20) days after receipt of Landlord's Notice that it ’s notice; or (ii) in the case of Landlord’s notice of an early termination or in the case of vacant Available Space, within twenty (20) days after receipt of Landlord’s notice. If Tenant fails to respond to Landlord’s notice within the applicable time period set forth above, Tenant’s rights under this Right of Offer with respect to such space shall automatically terminate, and Tenant shall have no further right under this Lease for such space. Any space for which Tenant elects to rent exercise its Right of Offer shall become part of the Offer Demised Premises and, except to the extent expressly provided to the contrary in this Right of Offer, shall be subject to the terms of this Lease applicable thereto, without modification, and the term of this Lease shall commence for such Available Space upon the terms set forth date (the “Available Space Rent Commencement Date”) such space is delivered to Tenant in Landlord's Notice, or if Tenant provides Tenant's Notice to Landlord but fails to execute the New Lease within fifteen (15) days after Tenant's Notice (such period being extendable by mutual written agreement between the Parties), Landlord shall thereafter be free to lease the Offer Space to any other party on whatever terms Landlord may negotiate with such other party , even if such terms are more favorable than those set forth in Landlord's Notice. Time is of the essence of the provisions hereof. Failure by the parties to execute the New Lease within such time period (an “as it may be extended in writing) shall have no affect on the rights, obligations and responsibilities of the parties under the current Lease and shall have no material affect on the current Leaseis” broom clean condition as provided below.

Right of Offer. Provided that Tenant fully occupies the Premises First Floor and has not assigned Second Floor. Tenant's rights described in this Lease Section 39 are subject to any other party and that no event Travelers _________ ("Travelers") right of default or condition which with the giving of notice or the passage of time, or both, would constitute an event of default then exists, Landlord shall first offer to Tenantlease (and re-lease, before offering to as the case may be) any party unrelated to Landlord, other than the existing tenant of such space or other tenants with prior rights to such space, if any, the space, or any portion of the space, on the third (31-d) floor of in the Building (the "Offer Space") which becomes available for lease during the Term. Any such offer by Landlord to Tenant shall be set forth in a upon receipt of written notice from Landlord to Tenant setting forth describing the rent premises then available and the other material business terms under and conditions upon which Landlord intends is offering to lease (or re-lease, as the case may be) such premises, all in accordance with that certain Lease dated as of _____________, 1999 between Landlord and Travelers. If Landlord elects to lease any then unleased portion of the first and second floors of the Building, Landlord shall notify Tenant, in writing, of such space and the terms and conditions on which Landlord is willing to lease such space, which terms and conditions shall be comparable to the terms and conditions Landlord proposes to offer to prospective third party tenants. Landlord shall not rent such space to any third party on terms less favorable than the Offer Space on the market terms and conditions offered to Tenant. Within ten ("10) business days after Tenant's receipt of Landlord's Notice")offer to lease, Tenant shall notify Landlord, in writing, of Tenant's desire to lease or not to lease the subject space. If Tenant notifies Landlord in writing that Tenant does not wish to lease such space or if Tenant does not deliver a written notification to Landlord within five (5) days after the time period specified, Tenant's rights hereunder shall terminate until the space again becomes available and Landlord shall have the right to lease such space to any person; provided, however, that if Landlord subsequently determines to offer such space to a third party or parties on terms which are materially more favorable than the terms previously offered to Tenant, then the foregoing right of first offer shall once again be applicable, and the Landlord shall not lease such space to a third party until Landlord has resubmitted Landlord's Notice that it elects offer to rent the Offer Space upon the terms set forth in Landlord's Notice ("Tenant's Notice"), Landlord and Tenant shall within fifteen (15) days after Tenant's Notice execute a written lease or, at Landlord's option, an amendment to this Lease under which Tenant shall lease the Offer Space upon the business terms set forth in Landlord's Notice and otherwise upon terms consistent with this Lease (in either case, the "New Lease"). The New Lease shall be in a form provided by Landlord to Tenant. If Tenant does not notify Landlord in writing within five (5) days after Landlord's Notice that it elects to rent For purposes of the Offer Space upon preceding sentence, the terms set forth in Landlord's Notice, or if Tenant provides Tenant's Notice to Landlord but fails to execute the New Lease within fifteen (15) days after Tenant's Notice (such period being extendable by mutual written agreement between the Parties), Landlord shall thereafter be free to lease the Offer Space to any other party on whatever terms Landlord may negotiate with such other party , even if such terms are phrase "materially more favorable than those set forth in the terms previously offered to Tenant, then the foregoing right of first offer shall once again be applicable, and the Landlord shall not lease space to a third party until Landlord has resubmitted Landlord's Noticeoffer to lease to Tenant. Time is For purposes of the essence preceding sentence, the phrase "materially more favorable" shall be deemed to be mean terms which reflect a Fair Market Value Rate which is lower by more than ten percent (10%) than the rate previously specified to Tenant or any other material favorable change of condition.. If a third party (i.e., not a Landlord Affiliate (as defined in Section 42 hereof)) leases any of the provisions hereof. Failure by the parties to execute the New Lease within such time period (as it may be extended in writing) shall have no affect on the rights, obligations first and responsibilities second floors of the parties Building, such lease shall include, among other things, the right of Landlord to relocate such tenant to other suitable space in the Building from and after the date on which all rights of first refusal, first option, expansion and extension of the tenant under the current Travelers Lease and have expired. Tenant shall have no material affect on pay the current Leasecosts of any such relocation if such relocation is necessary to accommodate Tenant's exercise of its rights in this Section 41.

Right of Offer. Provided that (a)From and after the Expansion Premises Commencement Date [*], Tenant fully shall have the right of offer to lease any space [*] after Tenant occupies the Expansion Premises and has not assigned this Lease to any other party and that no event of default or condition which with in the giving of notice or the passage of time, or both, would constitute an event of default then exists, Landlord shall offer to Tenant, before offering to any party unrelated to Landlord, other than the existing tenant of such space or other tenants with prior rights to such space, if any, the space, or any portion of the space, on the third (31-d) floor of the 3131 Building (the "Offer Space") which becomes available for lease during the Term. Any such offer by Landlord to Tenant shall be set forth in a written notice from Landlord to Tenant setting forth the rent and the other material business terms under which Landlord intends to offer the Offer Space on the market ("Landlord's NoticeAdditional Premises"). If Prior to leasing any Additional Premises, Landlord shall give Tenant notifies written notice of its intent to lease the Additional Premises (a “Landlord Notice”). Tenant shall have ten (10) business days after Landlord has given written notice in writing which to provide Landlord with written notice of its irrevocable election to exercise its right to lease all of the Additional Premises (Tenant shall not have the right to elect to lease part of the Additional Premises). Tenant shall pay Base Rent for the Additional Premises at the "Market Rate" (as defined below). All of the other terms and conditions pertaining to the lease of the Additional Premises shall be agreed to by Landlord and Tenant within five ten (510) days after Landlord's Notice that it elects to rent the Offer Space upon the terms set forth in Landlord's Notice ("Landlord receives Tenant's Notice")written notice, time being of the essence. If Landlord and Tenant shall are unable to agree on such terms and conditions within fifteen the ten (1510) days after day period, Tenant's Notice execute a written right to lease or, at Landlord's option, an amendment to this Lease under which the Additional Premises shall automatically expire and Tenant shall have no further right to lease the Offer Space upon Additional Premises. Except for the business Market Rate which will be determined as provided in (b) below, all of the terms set forth in Landlord's Notice and otherwise upon terms consistent with this Lease (in either case, conditions for the "New Lease"). The New Lease lease of the Additional Premises shall be satisfactory to Landlord and Tenant, in a form provided by Landlord to Tenanteach of their sole and absolute discretions. If Tenant does not notify give Landlord in writing written notice of its election to lease such Additional Premises within five ten (510) business days after Landlord's Notice that it elects to rent Landlord gives Tenant its written notice of the Offer Space upon availability of the terms set forth in Landlord's NoticeAdditional Premises, or if Tenant provides Tenant's Notice to Landlord but fails to execute time being of the New Lease within fifteen (15) days after Tenant's Notice (such period being extendable by mutual written agreement between the Parties)essence, Landlord shall thereafter be free to lease the Offer Space such Additional Premises to any other a third party on whatever any terms and conditions that Landlord may negotiate shall select, with no further obligation to Tenant unless and until Landlord has leased such Additional Premises to a third party, and after such third party occupies such Additional Premises, it once again becomes available for lease. After Landlord has leased the Additional Premises and it has once again become available to lease, this Section shall once again apply to the lease of such Additional Premises. If Landlord unintentionally fails to provide a Landlord Notice to Tenant, Tenant’s sole remedy for such failure shall be to notify Landlord of the failure and to request that it be provided a Landlord Notice, and, in this event, if the Additional Premises is still available for lease (i.e., it has not been leased by Landlord to a another tenant), Landlord shall provide the Landlord Notice to Tenant. Under no circumstances shall Landlord have any legal liability to Tenant (for damages or otherwise) due to Landlord’s unintentional failure to provide a Landlord Notice to Tenant. Landlord shall not be obligated to provide Tenant with notice pursuant to this section, and Tenant shall not have the right to exercise the right of offer granted in this section, at any time that Tenant has subleased all or any portion of the Premises or at any time Tenant is in default (continuing beyond and notice and cure period) as defined in the Lease. This right of offer shall be subject to (i) the prior and existing rights of the other party tenants in the Project to lease the Additional Premises and (ii) Landlord's right, even if such terms are more favorable than those set forth in Landlord's Notice. Time is sole discretion, to elect to renew or extend the lease of any tenant occupying the essence of Additional Premises, whether or not such tenant has the provisions hereof. Failure by the parties legal right or option to execute the New Lease within such time period (as it may be extended in writing) shall have no affect on the rights, obligations and responsibilities of the parties under the current Lease and shall have no material affect on the current Leaserenew or extend its lease.

Right of Offer. Provided Landlord hereby grants Tenant one (1) right of offer (“Right of Offer”) to lease Suite 3200 consisting of 1,164 rentable space on the 3rd floor of the Property that Tenant fully occupies is not currently included in the Premises (collectively referred to herein as the “Expansion Space”), provided, this Right of Offer and has not assigned Landlord’s obligation to provide a “Landlord Notice” shall be in effect commencing on the Commencement Date and continue per the terms of the offer. Landlord’s Notice o f Expansion Terms:While this Lease to any other party and that no event Right of default or condition which with the giving of notice or the passage of time, or both, would constitute an event of default then existsOffer is in effect, Landlord shall offer notify Tenant in writing (“Landlord’s Notice)”: (i) as to any currently available portions of the Expansion Space, when Landlord enters or intends to enter negotiations with a third party to lease the Expansion Space (and Landlord’s good faith determination of whether negotiations have been entered or are about to be entered shall be conclusive and binding upon the parties), or (ii) as to any currently unavailable portions of the Expansion Space, when such areas become available for lease, or (iii), at Landlord’s option, at any time prior thereto or thereafter, but in any event prior to leasing the Expansion Space to another party. Landlord’s Notice shall set forth the terms (“Expansion Terms”) on which Landlord proposes to lease the Expansion Space to Tenant, before offering to any party unrelated to Landlordincluding, other than but not limited to, a date for the existing tenant of such space or other tenants with prior rights to such space, if any, the space, or any portion commencement of the spacelease thereof (“Expansion Space Commencement Date”), on an expiration date thereof or whether the third term therefore will be co-terminous with the Term of this Lease, rentable area, monthly base rent and any scheduled increases therein, Tenant’s share of taxes, expenses and other such items (31and any base year or stop level therefore), any tenant improvements or allowance therefore, and any other terms and conditions, as determined in Landlord’s good faith discretion taking into account comparable expansion terms generally being provided for comparable tenants of comparable financial condition for comparable non-d) floor sublease space in comparable buildings in the vicinity for time periods that are substantially the same as the period of time during which the Building (the "Offer Space") which becomes available for lease during the TermExpansion Space will be leased to Tenant. Any such offer by Landlord to Tenant shall be Except as set forth in a written notice from Landlord Landlord’s Notice, the Expansion Terms shall be deemed to include the same terms then in effect on the Expansion Space Commencement Date, and thereafter scheduled to be in effect, under the Lease (with any matters in the Lease based on square footage adjusted proportionately to reflect the rentable area of the Expansion Space and Landlord’s then current Building-standard ratios and policies). Tenant’s Notice and Financial Information: If Tenant setting forth desires to lease the rent and the other material business terms under which Landlord intends to offer the Offer Expansion Space on the market ("Expansion Terms set forth in Landlord's ’s Notice"). If , Tenant notifies shall so notify Landlord in writing (“Tenant’s Notice”) exercising Tenant’s right to lease the Expansion Space on such Expansion Terms within five (5) business days after Landlord sends Landlord's ’s Notice. Tenant’s Notice shall be unconditional and irrevocable. In order to be effective, Tenant’s Notice shall include financial information for Tenant’s business comparable to the information provided in connection with entering into this Lease document. If Landlord determines in good faith that it elects to rent Tenant’s financial condition is clearly worse than the Offer Space upon condition that Landlord accepted when the terms set forth in Landlord's Notice ("Tenant's Notice")parties entered into the Lease document, Landlord and Tenant shall within fifteen (15) days after may provide a new Landlord’s Notice with reasonably modified Expansion Terms or reasonable additional security requirements taking into account Tenant's Notice execute a written lease or, at Landlord's option, an amendment to this Lease under which Tenant shall lease the Offer Space upon the business terms set forth in Landlord's Notice and otherwise upon terms consistent with this Lease (in either case, the "New Lease"). The New Lease shall be in a form provided by Landlord to Tenant. If Tenant does not notify Landlord in writing within five (5) days after Landlord's Notice that it elects to rent the Offer Space upon the terms set forth in Landlord's Notice, or if Tenant provides Tenant's Notice to Landlord but fails to execute the New Lease within fifteen (15) days after Tenant's Notice (such period being extendable by mutual written agreement between the Parties), Landlord shall thereafter be free to lease the Offer Space to any other party on whatever terms Landlord may negotiate with such other party , even if such terms are more favorable than those set forth in Landlord's Notice. Time is of the essence of the provisions hereof. Failure by the parties to execute the New Lease within such time period (as it may be extended in writing) shall have no affect on the rights, obligations and responsibilities of the parties under the current Lease and shall have no material affect on the current Lease’s financial condition.