Common use of ROFO Clause in Contracts

ROFO. As used herein, the term “ROFO Period” means that period of time: (1) commencing on the first to occur of the 11th Floor Commencement Date or the 12th Floor Commencement Date; and (2) ending on June 30, 2017 or, if Tenant duly exercises its Option pursuant to Section 2.2 below, ending on June 30, 2019. Tenant shall have a right of first offer (“ROFO”) to lease space (each, a “ROFO Space”) that becomes available on the 6th Floor, the 7th Floor, the 8th Floor and the 10th Floor during the ROFO Period, on the terms and conditions contained in this Section 1.4, and subject to all of the following conditions and limitations: (1) the ROFO shall terminate and be null and void if Tenant assigns this Lease to any party other than to a Permitted Transferee; (2) the ROFO shall not be in effect during any period of time in which fifty percent (50%) or more of the rentable square feet then contained in the Premises are subleased to any party other than to a Permitted Transferee; (3) the ROFO shall be of no force or effect during any period of time in which an Event of Default by Tenant exists under this Lease; and (4) the ROFO is subject and subordinate to any and all rights (including, without limitation, leases, options to renew or extend and rights of first offer, first negotiation, first refusal or other expansion rights) held with respect to such space by other tenants of the Building (and their assignees and successors, to the extent that such assignees and successors have the right to exercise such rights) as of the date of this Lease. With respect to the 10th Floor, Tenant acknowledges and agrees that Intuit is a tenant with superior rights, as described in clause (4) above, notwithstanding that, as of the date of this Lease, Intuit might not yet have executed its lease amendment adding the 10th Floor to its premises. For the avoidance of doubt, the ROFO shall terminate upon the expiration of the ROFO Period. Not later than 30 days after the mutual execution and delivery of this Lease, Landlord or Landlord’s Broker shall provide Tenant with a list (the “ROFO List”) of the tenants that Landlord believes in good faith (but without representation or warranty) have rights (including, without limitation, leases, options to renew or extend and rights of first offer, first negotiation, first refusal or other expansion rights) to the 6th Floor, the 7th Floor, the 8th Floor and the 10th Floor that are superior to Tenant’s ROFO. Tenant acknowledges and agrees that the ROFO List will be provided to Tenant without any representation or warranty, either express or implied, as to the completeness or accuracy of the ROFO List, and Tenant agrees that Tenant shall have no claim or recourse against Landlord on account of the incompleteness or inaccuracy of the ROFO List.

ROFO. As used herein17.1.1 Provided there is not then any outstanding Event of Default, the term “ROFO Period” means that period of time: (1) commencing on the first to occur of the 11th Floor Commencement Date or the 12th Floor Commencement Date; and (2) ending on June 30so long as this Lease is in effect, 2017 or, if Tenant duly exercises its Option pursuant to Section 2.2 below, ending on June 30, 2019. Tenant shall will have a right of first offer opportunity (the “Purchase ROFO”) to lease space attempt to negotiate a binding agreement of purchase and sale for the Tenant Space or a portion thereof as set forth below should Landlord decide in its sole, absolute and unfettered discretion to sell or otherwise transfer the Tenant Space or a portion thereof to an unrelated party (eachbut Tenant shall not be entitled to purchase any other additional properties) to be exercised in accordance with the provisions of this Section 17.1. 17.1.2 Prior to offering the Tenant Space in whole or in part for sale or transfer, a the Landlord shall first offer in writing to sell the Tenant Space or the relevant part thereof (the “ROFO SpaceProperty”), by way of a written notice (the “Offer Notice”) that becomes available on to Tenant. The Offer Notice must describe the 6th Floor, the 7th Floor, the 8th Floor proposed Tenant Space or a portion thereof which Landlord is prepared to sell and the 10th Floor during estimated closing date of the ROFO Periodproposed sale. Thereafter, on Tenant shall have the right to offer to purchase the Tenant Space or relevant portion offered by Landlord in an as is where is condition without any representations or warranties at a price and upon the terms and conditions contained stated in this Section 1.4a written notice from Tenant to Landlord (the “Interest Notice”), which Interest Notice may only be exercised by Tenant within ten (10) Business Days after Tenant’s receipt of the Offer Notice. In the event the Tenant delivers the Interest Notice to the Landlord within the time and manner required herein, Landlord and Tenant shall thereafter, acting reasonably and in good faith attempt to agree upon the purchase price and otherwise come to a final and binding agreement upon, and subject execute and deliver, a commercially reasonable form of purchase and sale agreement documenting Tenant’s agreement to purchase the ROFO Property within twenty (20) days after Landlord’s receipt of the Interest Notice (the “PSA Period”). In the event that Landlord and Tenant are unable to come to a final and binding agreement upon, and execute and deliver, a binding purchase and sale agreement documenting Tenant’s agreement to purchase the ROFO Property within the PSA Period for any reason whatsoever, time being of the essence, the Interest Notice shall be deemed automatically to have been withdrawn (and/or otherwise revoked) by Tenant as of the expiration of such PSA Period. In such event, or if Tenant is otherwise disqualified from doing so, then thereafter Landlord may proceed to negotiate a purchase and sale agreement for the Tenant Space with a bona fide third party purchaser(s) (the “Third Party Offer”), free and clear of Tenant’s Purchase ROFO right, for a period of three hundred and sixty (360) days thereafter, upon those business terms and conditions which Landlord is prepared to accept in Landlord’s sole, absolute and unfettered discretion at which point the Purchase ROFO shall be null and void and be of no further force or effect as to the portion of the Tenant Space that was sold (but this Purchase ROFO shall continue in full force and effect as to any remaining portion of the Tenant Space, if any). Notwithstanding the foregoing, if the Third Party Offer does not close within three hundred and sixty (360) days following the expiration of the PSA Period, then the requirement to deliver a new Offer Notice in the manner set out above shall again apply, if Landlord in its sole, absolute and unfettered discretion thereafter elects to sell or transfer the Tenant Space or a portion thereof. 17.1.3 In addition, notwithstanding any provision of this Article 17 to the contrary: (A) Tenant shall have no Purchase ROFO right related to and this Article 17 shall not apply to any Third Party Offer that is part of a multi-property purchase offer (i.e., if a third party purchaser indicates to Landlord an interest in acquiring two (2) or more properties owned by Landlord, and/or the affiliate(s) of Landlord (a “Multi-Property Purchase Offer”), then Landlord’s conveyance of the ROFO Property to the third party (or its affiliate) shall, provided that such conveyance is effected together with the conveyance of some or all of such other property(ies), be deemed to be free of restriction or encumbrance related to the following conditions terms of this Article 17 of the Lease); and (B) Tenant shall have no Purchase ROFO right related to and limitationsthis Article 17 shall not apply to any sale, transfer, foreclosure and/or conveyance of the ROFO Property: (i) by Landlord to: (1) the ROFO shall terminate and be null and void if Tenant assigns this Lease to any party other than to a Permitted Transfereecomprising Landlord and/or any affiliate or subsidiary of any member of the Landlord Group; (2) the ROFO shall not be in effect during any period partnership, trust or joint venture of time in which fifty percent (50%) or more any member of the rentable square feet then contained in the Premises are subleased to any party other than to Landlord Group is a Permitted Transfereepart; or (3) the Xxxxxxx Family; (ii) by or on behalf of a Holder in connection with a foreclosure, power of sale or sale resulting from the Holder enforcing its rights or remedies (but the Purchase ROFO shall be of no force or effect during any period of time in which an Event of Default by Tenant exists under this Lease; and (4) the ROFO is subject and subordinate to any and all rights (including, without limitation, leases, options to renew or extend and rights of first offer, first negotiation, first refusal or other expansion rights) held will apply with respect to such space by other tenants subsequent sales) or (iii) relating to the sale or conveyance of an immaterial portion of the Building (and their assignees and successors, Property to the extent that such assignees and successors have the right City, utility providers, abutting land owners, pursuant to exercise such rights) as of the date of this Lease. With respect to the 10th Floor, Tenant acknowledges and agrees that Intuit is a tenant Operating Agreements or otherwise in conjunction with superior rights, as described in clause (4) above, notwithstanding that, as of the date of this Lease, Intuit might not yet have executed its lease amendment adding the 10th Floor to its premises. For the avoidance of doubt, the ROFO shall terminate upon the expiration of the ROFO Period. Not later than 30 days after the mutual execution and delivery of this Lease, Landlord or Landlord’s Broker shall provide Tenant with a list (the “ROFO List”) of the tenants that Landlord believes in good faith (but without representation or warranty) have rights (including, without limitation, leases, options to renew or extend and rights of first offer, first negotiation, first refusal or other expansion rights) to the 6th Floor, the 7th Floor, the 8th Floor and the 10th Floor that are superior to Tenant’s ROFO. Tenant acknowledges and agrees that the ROFO List will be provided to Tenant without any representation or warranty, either express or implied, as to the completeness or accuracy of the ROFO List, and Tenant agrees that Tenant shall have no claim or recourse against Landlord on account of the incompleteness or inaccuracy of the ROFO Listprudent real property title practice.

ROFO. As used herein, the term “ROFO Period” means that period of time: (1) commencing Commencing on the first to occur of the 11th Floor Commencement Date or the 12th Floor Commencement Date; and (2) ending on June 30of this Lease, 2017 or, if Tenant duly exercises its Option pursuant to Section 2.2 below, ending on June 30, 2019. Tenant shall have a right of first offer (“ROFO”) to lease space that becomes available on the 14th, 19th and 20th Floors of the Building and, if applicable, the Early Terminated Floor (eachcollectively, a “ROFO Space”) that becomes available on the 6th Floor, the 7th Floor, the 8th Floor and the 10th Floor during the ROFO Periodinitial Term of this Lease ending on July 31, 2025, on the terms and conditions contained in this Section 1.41.7, and subject to all of the following conditions and limitations: : (1) the The ROFO shall terminate and be null and void if Tenant assigns this Lease to any party other than to a Permitted Transferee; Transferee or if Tenant exercises its Later Contraction Right pursuant to Section 1.8; (2) the The ROFO shall not be in effect during any period of time in which fifty percent (50%) or more of the rentable square feet then contained in the Premises are subleased to any party other than to a Permitted Transferee; ; (3) the The ROFO shall forever terminate and be of no force or effect during null and void upon any period of time in which an Event of Default by Tenant exists under this Lease; and ; (4) the The ROFO is subject and subordinate to any and all rights granted by Landlord or asserted by others with respect to any ROFO Space (including, without limitation, leases, options to renew or extend renewal and extension rights and rights of first offer, first negotiation, first refusal or other expansion rights); (5) held with respect The ROFO is subject and subordinate to such space by other tenants of the Building (and their assignees and successors, to the extent that such assignees and successors have the Landlord’s right to exercise extend or renew any then existing lease of ROFO Space or otherwise to lease ROFO Space to any tenant, subtenant or other occupant of such rightsROFO Space; (6) as of The ROFO is subject and subordinate to Landlord’s and Landlord’s affiliates’ right to use and/or lease the date of this Lease. With respect to the 10th Floor, Tenant acknowledges and agrees that Intuit is a tenant with superior rights, as described in clause ROFO Space; and (47) above, notwithstanding that, as of the date of this Lease, Intuit might If not yet have executed its lease amendment adding the 10th Floor to its premises. For the avoidance of doubtpreviously terminated, the ROFO shall terminate upon the expiration of the ROFO Period. Not later than 30 days after the mutual execution and delivery of this Leaseon July 31, Landlord or Landlord’s Broker shall provide Tenant with a list (the “ROFO List”) of the tenants that Landlord believes in good faith (but without representation or warranty) have rights (including, without limitation, leases, options to renew or extend and rights of first offer, first negotiation, first refusal or other expansion rights) to the 6th Floor, the 7th Floor, the 8th Floor and the 10th Floor that are superior to Tenant’s ROFO. Tenant acknowledges and agrees that the ROFO List will be provided to Tenant without any representation or warranty, either express or implied, as to the completeness or accuracy of the ROFO List, and Tenant agrees that Tenant shall have no claim or recourse against Landlord on account of the incompleteness or inaccuracy of the ROFO List2025.