Common use of ROFR Clause in Contracts

ROFR. Seller and Buyer acknowledge and agree that certain Tenants pursuant to a Lease, have a ROFR that is triggered by an offer or agreement by Seller to sell the related Site to Buyer (each Tenant with a ROFR, a “XXXX Xxxxxx”), xxxx XXXX xxx XXXX Tenant being identified as such on Schedule 1.4 attached hereto. Any obligations of Seller under this Agreement to sell any Site that is subject to a ROFR are subject to the rights of the related ROFR Tenant with respect to such ROFR, such that the execution of this Agreement by Seller and Buyer does not (and is not intended by the Parties to) cause a breach of such ROFR Tenant’s Lease, or a violation of or interference with such Tenant’s ROFR. If not delivered prior to the execution of this Agreement, then not later than five (5) Business Days after the Effective Date, Seller will provide each ROFR Tenant with a notice with respect to the proposed sale of its Site (a “ROFR Notice”) pursuant to this Agreement in substantially the manner required under such ROFR Tenant’s Lease (or in such manner as may otherwise be acceptable to such ROFR Tenant). Seller shall simultaneously send a copy of each ROFR Notice to Buyer and shall promptly forward to Buyer any response received from a ROFR Tenant in connection with any ROFR Notice. If any such ROFR Tenant timely and properly exercises its ROFR with respect to a Site, such Site will be designated as a “ROFR Excluded Site” and excluded from the sale under this Agreement. Seller will give Buyer prompt notice of any Site that becomes a ROFR Excluded Site, and thereupon Schedule A will be amended by the Parties to remove the ROFR Excluded Site from the Property being purchased and sold under this Agreement, the Purchase Price will accordingly be reduced by the Allocated Purchase Price corresponding to such ROFR Excluded Site, and thereafter the Parties will have no further rights or obligations under this Agreement with respect to the ROFR Excluded Site, except for any Obligations Surviving Termination relating to such ROFR Excluded Site. If a ROFR Tenant does not timely and properly exercise a ROFR in accordance with the terms of its Lease (a “ROFR Failure”), or a ROFR Tenant gives Seller written notice of such ROFR Tenant’s election not to exercise its ROFR with respect to the proposed sale under this Agreement (a “ROFR Waiver”), the transaction contemplated by this Agreement will proceed with respect to such Site, subject to the other terms and conditions of this Agreement. It is a condition precedent to Buyer’s obligation to close on a Site that is subject to a ROFR that Seller has provided either written notice to Buyer that a ROFR Failure has occurred or a ROFR Waiver Notice to Buyer with respect to such Site prior to such Closing. If needed to reasonably accommodate the timeline for addressing a ROFR or receiving a ROFR Waiver Notice for any Site that is subject to a ROFR, Seller may designate such Site as a Delayed Closing Site for up to sixty (60) days. If required pursuant to applicable Laws and/or by the Title Company in connection with notation in an applicable title policy that an applicable ROFR was waived in connection with the transfer by Seller to Buyer, and, provided that a written waiver is required by the applicable Lease and, provided further, that the applicable Lease requires such written waiver to be in recordable form, each such ROFR Waiver shall be in recordable form acceptable to the applicable locality’s recording office and the Title Company.

ROFR. Seller and Buyer acknowledge and agree that With respect to certain Tenants pursuant of the Site, the Tenant has a right of first refusal, right of first offer or similar right to purchase a Lease, have a ROFR Site that is triggered by an offer or agreement by Seller to sell the related Site to Buyer (a “ROFR”, and each Tenant with a ROFR, a “XXXX XxxxxxROFR Tenant”, and each Site that is subject to a ROFR, a “ROFR Site”), xxxx XXXX xxx XXXX Tenant being identified as such on Schedule 1.4 attached hereto. Any obligations of Seller under this Agreement to sell any ROFR Site that is subject to a ROFR are subject to the rights of the related ROFR Tenant with respect to such ROFRROFR Site, such that the execution of this Agreement by Seller and Buyer does not (and is not intended by the Parties to) cause a breach of such ROFR Tenant’s Lease, or a violation of or interference with such TenantXxxxxx’s ROFRcontractual rights. If not delivered prior to the execution of this Agreement, then not later than five ten (510) Business Days after the Effective Date, Seller will provide each ROFR Tenant with a notice with respect to the proposed sale of its Site (a “ROFR Notice”) pursuant to this Agreement in substantially the manner required under such ROFR Tenant’s Lease (or in such manner as may otherwise be acceptable to such ROFR Tenant). Seller shall simultaneously send a copy of each ROFR Notice to Buyer and shall promptly forward to Buyer any response received from a ROFR Tenant in connection with any ROFR Notice. If any such ROFR Tenant timely and properly exercises its ROFR with respect to a ROFR Site, such ROFR Site will be designated as a “ROFR Excluded Site” and excluded from the sale under this Agreement. Seller will give Buyer prompt notice of any ROFR Site that becomes a ROFR Excluded Site, and thereupon Schedule A will be amended by the Parties to remove the ROFR Excluded Site from the Property being purchased and sold under this Agreement, the Purchase Price will accordingly be reduced by the Allocated Purchase Price corresponding to such ROFR Excluded Site, and thereafter the Parties will have no further rights or obligations under this Agreement with respect to the ROFR Excluded Site, except for any Obligations Surviving Termination relating to such ROFR Excluded Site. Notwithstanding anything herein to the contrary, in the event a ROFR Tenant exercises an applicable ROFR with respect to the corresponding ROFR Site(s), Seller shall reimburse Buyer for its actual and reasonable out of pocket costs incurred by Buyer pertaining to such ROFR Excluded Site(s), as reasonably documented by Buyer to Seller, in an amount not to exceed Twenty Thousand and No/100 Dollars ($20,000.00), and Buyer shall make reasonable efforts, at no additional material cost to Buyer to have the completed reports for such ROFR Excluded Sites certified to the respective Tenant exercising such ROFR . If a ROFR Tenant does not timely and properly exercise a ROFR in accordance with the terms of its Lease (a “ROFR Failure”)Lease, or a ROFR Tenant gives Seller written notice of such ROFR Tenant’s election not to exercise its ROFR with respect to the proposed sale under this Agreement Agreement, then promptly thereafter Seller will give Buyer notice thereof (a “ROFR WaiverWaiver Notice”), and the transaction contemplated by this Agreement will proceed with respect to such ROFR Site, subject to the other terms and conditions of this Agreement. It is a condition precedent to Buyer’s obligation to close on a ROFR Site that is subject to a ROFR that Seller has provided either written notice to Buyer that a ROFR Failure has occurred or a ROFR Waiver Notice to Buyer with respect to such ROFR Site prior to such Closing. If needed to reasonably accommodate the timeline for addressing a ROFR or receiving a ROFR Waiver Notice for any Site that is subject to a ROFRROFR Site, Seller may designate such ROFR Site as a Delayed Closing Site for up to sixty (60) days. If required pursuant to applicable Laws and/or by the Title Company in connection with notation in an applicable title policy that an applicable ROFR was waived in connection with the transfer by Seller to Buyer, and, provided that a written waiver is required by the applicable Lease and, provided further, that the applicable Lease requires such written waiver to be in recordable form, each such ROFR Waiver shall be in recordable form acceptable to the applicable locality’s recording office and the Title CompanySite.

ROFR. Seller and Buyer acknowledge and agree that certain Tenants pursuant to a Lease, have a ROFR that is triggered by an offer or agreement by Seller to sell the related Site to Buyer (each Tenant with a ROFR, a “XXXX RXXX Xxxxxx”), xxxx XXXX xxx XXXX Tenant being identified as such on Schedule 1.4 attached hereto. Any obligations of Seller under this Agreement to sell any Site that is subject to a ROFR are subject to the rights of the related ROFR Tenant with respect to such ROFR, such that the execution of this Agreement by Seller and Buyer does not (and is not intended by the Parties to) cause a breach of such ROFR Tenant’s Lease, or a violation of or interference with such Tenant’s ROFR. If not delivered prior to the execution of this Agreement, then not later than five (5) Business Days after the Effective Date, Seller will provide each ROFR Tenant with a notice with respect to the proposed sale of its Site (a “ROFR Notice”) pursuant to this Agreement in substantially the manner required under such ROFR Tenant’s Lease (or in such manner as may otherwise be acceptable to such ROFR Tenant). Seller shall simultaneously send a copy of each ROFR Notice to Buyer and shall promptly forward to Buyer any response received from a ROFR Tenant in connection with any ROFR Notice. If any such ROFR Tenant timely and properly exercises its ROFR with respect to a Site, such Site will be designated as a “ROFR Excluded Site” and excluded from the sale under this Agreement. Seller will give Buyer prompt notice of any Site that becomes a ROFR Excluded Site, and thereupon Schedule A will be amended by the Parties to remove the ROFR Excluded Site from the Property being purchased and sold under this Agreement, the Purchase Price will accordingly be reduced by the Allocated Purchase Price corresponding to such ROFR Excluded Site, and thereafter the Parties will have no further rights or obligations under this Agreement with respect to the ROFR Excluded Site, except for any Obligations Surviving Termination relating to such ROFR Excluded Site. If a ROFR Tenant does not timely and properly exercise a ROFR in accordance with the terms of its Lease (a “ROFR Failure”), or a ROFR Tenant gives Seller written notice of such ROFR Tenant’s election not to exercise its ROFR with respect to the proposed sale under this Agreement (a “ROFR Waiver”), the transaction contemplated by this Agreement will proceed with respect to such Site, subject to the other terms and conditions of this Agreement. It is a condition precedent to Buyer’s obligation to close on a Site that is subject to a ROFR that Seller has provided either written notice to Buyer that a ROFR Failure has occurred or a ROFR Waiver Notice to Buyer with respect to such Site prior to such Closing. If needed to reasonably accommodate the timeline for addressing a ROFR or receiving a ROFR Waiver Notice for any Site that is subject to a ROFR, Seller may designate such Site as a Delayed Closing Site for up to sixty (60) days. If required pursuant to applicable Laws and/or by the Title Company in connection with notation in an applicable title policy that an applicable ROFR was waived in connection with the transfer by Seller to Buyer, and, provided that a written waiver is required by the applicable Lease and, provided further, that the applicable Lease requires such written waiver to be in recordable form, each such ROFR Waiver shall be in recordable form acceptable to the applicable locality’s recording office and the Title Company.. Agreement of Purchase and Sale CMFT Portfolio 17

ROFR. Seller and Buyer Bxxxx acknowledge and agree that certain Tenants pursuant to a Lease, have a ROFR that is triggered by an offer or agreement by Seller to sell the related Site to Buyer (each Tenant with a ROFR, a “XXXX XxxxxxROFR Tenant”), xxxx XXXX xxx XXXX each ROFR and ROFR Tenant being identified as such on Schedule 1.4 attached hereto. Any obligations of Seller under this Agreement to sell any Site that is subject to a ROFR are subject to the rights of the related ROFR Tenant with respect to such ROFR, such that the execution of this Agreement by Seller and Buyer does not (and is not intended by the Parties to) cause a breach of such ROFR Tenant’s Lease, or a violation of or interference with such TenantTxxxxx’s ROFR. If not delivered prior Prior to the execution of this Agreement, then not later than five (5) Business Days after the Effective Date, Seller will provide provided each ROFR Tenant with a notice with respect to the proposed sale of its Site (a “ROFR Notice”) pursuant to this Agreement in substantially the manner required under such ROFR Tenant’s Lease (or in such manner as may otherwise be acceptable to such ROFR Tenant). Prior to the Effective Date, Seller shall simultaneously send sent a copy of each ROFR Notice to Buyer and shall promptly forward forwarded to Buyer any response received from a ROFR Tenant in connection with any ROFR Notice. If any such ROFR Tenant timely and properly exercises its ROFR with respect to a Site, such Site will be designated as a “ROFR Excluded Site” and excluded from the sale under this Agreement. Seller will give Buyer prompt notice of any Site that becomes a ROFR Excluded Site, and thereupon Schedule A will be amended by the Parties to remove the ROFR Excluded Site from the Property being purchased and sold under this Agreement, the Purchase Price will accordingly be reduced by the Allocated Purchase Price corresponding to such ROFR Excluded Site, and thereafter the Parties will have no further rights or obligations under this Agreement with respect to the ROFR Excluded Site, except for any Obligations Surviving Termination relating to such ROFR Excluded Site. If a ROFR Tenant does not timely and properly exercise a ROFR in accordance with the terms of its Lease (a “ROFR Failure”), or a ROFR Tenant gives Seller written notice of such ROFR Tenant’s election not to exercise its ROFR with respect to the proposed sale under this Agreement (a “ROFR Waiver”), the transaction contemplated by this Agreement will proceed with respect to such Site, subject to the other terms and conditions of this Agreement. It is a condition precedent to BuyerBxxxx’s obligation to close on a Site that is subject to a ROFR that Seller has provided either written notice to Buyer that a ROFR Failure has occurred or a ROFR Waiver Notice to Buyer with respect to such Site prior to such Closing. If needed As of the Effective Date, Seller has provided either written notice to reasonably accommodate the timeline for addressing Buyer that a ROFR Failure has occurred or receiving a ROFR Waiver Notice for to Buyer with respect to any Site that is subject to a ROFR, Seller may designate such Site as a Delayed Closing Site for up to sixty (60) days. If required pursuant to applicable Laws and/or by the Title Company in connection with notation in an applicable title policy that an applicable ROFR was waived in connection with the transfer by Seller to Buyer, and, provided that a written waiver is required by the applicable Lease and, provided further, that the applicable Lease requires such written waiver to be in recordable form, each such ROFR Waiver shall be in recordable form acceptable to the applicable locality’s recording office and the Title Company.

ROFR. Seller and Buyer Xxxxx acknowledge and agree that certain Tenants pursuant to a Lease, have a ROFR that is triggered by an offer or agreement by Seller to sell the related Site to Buyer (each Tenant with a ROFR, a “XXXX XxxxxxROFR Tenant”), xxxx XXXX xxx XXXX each ROFR and ROFR Tenant being identified as such on Schedule 1.4 attached hereto. Any obligations of Seller under this Agreement to sell any Site that is subject to a ROFR are subject to the rights of the related ROFR Tenant with respect to such ROFR, such that the execution of this Agreement by Seller and Buyer Xxxxx does not (and is not intended by the Parties to) cause a breach of such ROFR Tenant’s Lease, or a violation of or interference with such TenantXxxxxx’s ROFR. If not delivered prior Prior to the execution of this Agreement, then not later than five (5) Business Days after the Effective Date, Seller will provide provided each ROFR Tenant with a notice with respect to the proposed sale of its Site (a “ROFR Notice”) pursuant to this Agreement in substantially the manner required under such ROFR Tenant’s Lease (or in such manner as may otherwise be acceptable to such ROFR Tenant). Prior to the Effective Date, Seller shall simultaneously send sent a copy of each ROFR Notice to Buyer and shall promptly forward forwarded to Buyer any response received from a ROFR Tenant in connection with any ROFR Notice. If any such ROFR Tenant timely and properly exercises its ROFR with respect to a Site, such Site will be designated as a “ROFR Excluded Site” and excluded from the sale under this Agreement. Seller will give Buyer prompt notice of any Site that becomes a ROFR Excluded Site, and thereupon Schedule A will be amended by the Parties to remove the ROFR Excluded Site from the Property being purchased and sold under this Agreement, the Purchase Price will accordingly be reduced by the Allocated Purchase Price corresponding to such ROFR Excluded Site, and thereafter the Parties will have no further rights or obligations under this Agreement with respect to the ROFR Excluded Site, except for any Obligations Surviving Termination relating to such ROFR Excluded Site. If a ROFR Tenant does not timely and properly exercise a ROFR in accordance with the terms of its Lease (a “ROFR Failure”), or a ROFR Tenant gives Seller written notice of such ROFR Tenant’s election not to exercise its ROFR with respect to the proposed sale under this Agreement (a “ROFR Waiver”), the transaction contemplated by this Agreement will proceed with respect to such Site, subject to the other terms and conditions of this Agreement. It is a condition precedent to BuyerXxxxx’s obligation to close on a Site that is subject to a ROFR that Seller has provided either written notice to Buyer that a ROFR Failure has occurred or a ROFR Waiver Notice to Buyer with respect to such Site prior to such Closing. If needed As of the Effective Date, Seller has provided either written notice to reasonably accommodate the timeline for addressing Buyer that a ROFR Failure has occurred or receiving a ROFR Waiver Notice for to Buyer with respect to any Site that is subject to a ROFR, Seller may designate such Site as a Delayed Closing Site for up to sixty (60) days. If required pursuant to applicable Laws and/or by the Title Company in connection with notation in an applicable title policy that an applicable ROFR was waived in connection with the transfer by Seller to Buyer, and, provided that a written waiver is required by the applicable Lease and, provided further, that the applicable Lease requires such written waiver to be in recordable form, each such ROFR Waiver shall be in recordable form acceptable to the applicable locality’s recording office and the Title Company.

ROFR. Seller and Buyer acknowledge and agree that With respect to certain Tenants pursuant of the Sites, the Tenant has a right of first refusal, right of first offer or similar right to purchase a Lease, have a ROFR Site that is triggered by an offer or agreement by Seller to sell the related Site to Buyer (a “ROFR”, and each Tenant with a ROFR, a “XXXX XxxxxxROFR Tenant”, and each Site that is subject to a ROFR, a “ROFR Site”), xxxx XXXX xxx XXXX Tenant being identified as such on Schedule 1.4 attached hereto. Any obligations of Seller under this Agreement to sell any ROFR Site that is subject to a ROFR are subject to the rights of the related ROFR Tenant with respect to such ROFRROFR Site, such that the execution of this Agreement by Seller and Buyer does not (and is not intended by the Parties to) cause a breach of such ROFR Tenant’s Lease, or a violation of or interference with such Tenant’s ROFRcontractual rights. If not delivered prior to the execution of this Agreement, then not later than five ten (510) Business Days after the Effective Date, Seller will provide each ROFR Tenant with a notice with respect to the proposed sale of its Site (a “ROFR Notice”) pursuant to this Agreement in substantially the manner required under such ROFR Tenant’s Lease (or in such manner as may otherwise be acceptable to such ROFR Tenant). Seller shall simultaneously send a copy of each ROFR Notice to Buyer and shall promptly forward to Buyer any response received from a ROFR Tenant in connection with any ROFR Notice. If any such ROFR Tenant timely and properly exercises its ROFR with respect to a ROFR Site, such ROFR Site will be designated as a “ROFR Excluded Site” and excluded from the sale under this Agreement. Seller will give Buyer prompt notice of any ROFR Site that becomes a ROFR Excluded Site, and thereupon Schedule A will be amended by the Parties to remove the ROFR Excluded Site from the Property being purchased and sold under this Agreement, the Purchase Price will accordingly be reduced by the Allocated Purchase Price corresponding to such ROFR Excluded Site, and thereafter the Parties will have no further rights or obligations under this Agreement with respect to the ROFR Excluded Site, except for any Obligations Surviving Termination relating to such ROFR Excluded Site. If a ROFR Tenant does not timely and properly exercise a ROFR in accordance with the terms of its Lease (a “ROFR Failure”)Lease, or a ROFR Tenant gives Seller written notice of such ROFR Tenant’s election not to exercise its ROFR with respect to the proposed sale under this Agreement Agreement, then promptly thereafter Seller will give Buyer notice thereof (a “ROFR WaiverWaiver Notice”), and the transaction contemplated by this Agreement will proceed with respect to such ROFR Site, subject to the other terms and conditions of this Agreement. It is a condition precedent to Buyer’s obligation to close on a ROFR Site that is subject to a ROFR that Seller has provided either written notice to Buyer that a ROFR Failure has occurred or a ROFR Waiver Notice to Buyer with respect to such ROFR Site prior to such Closing. If needed to reasonably accommodate the timeline for addressing a ROFR or receiving a ROFR Waiver Notice for any Site that is subject to a ROFRROFR Site, Seller may designate such ROFR Site as a Delayed Closing Site for up to sixty (60) days. If required pursuant to applicable Laws and/or by the Title Company in connection with notation in an applicable title policy that an applicable ROFR was waived in connection with the transfer by Seller to Buyer, and, provided that a written waiver is required by the applicable Lease and, provided further, that the applicable Lease requires such written waiver to be in recordable form, each such ROFR Waiver shall be in recordable form acceptable to the applicable locality’s recording office and the Title CompanySite.