Common use of Sale of Leasehold Interest Clause in Contracts

Sale of Leasehold Interest. Notwithstanding anything contained in this Lease to the contrary, if, following the occurrence of a Termination Trigger, Tenant declines or otherwise fails to timely exercise its option (or does not otherwise have the option) to terminate this Lease pursuant to Section 2(b) hereof, then, at any time thereafter during the Term of this Lease, Tenant shall have the right to sell and assign its interest under this Lease to a third party, subject to (i) Landlord’s Lease Purchase ROFR (as defined below), and, (ii) to the extent Landlord does not exercise its Lease Purchase ROFR, (A) the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed, and (B) satisfaction of the following conditions: (1) the assignee is of a character and reputation and engaged in a business which is consistent with a multifamily residential property of the class and nature of the Property, (2) such assignee shall have a tangible net worth, after giving effect to the sale, of not less than the greater of the net worth of Tenant as of the Commencement Date or the net worth of Tenant immediately prior to such sale, (3) the satisfaction by Tenant of the conditions set forth in Section 13(d) and (4) the delivery to Landlord of documentation reasonably evidencing the satisfaction of the conditions set forth in this clause (ii) and any other documentation reasonably requested by Landlord (such additional documentation to be delivered to Landlord within five (5) business days following Landlord’s request therefor). In the event Tenant desires to sell and assign its interest under this Lease pursuant to this Section 13(c), Landlord shall have a right of first refusal to acquire such interest (the “Lease Purchase ROFR”). If Tenant receives an offer to so sell and assign its interest hereunder which Tenant is willing to accept (a “Lease Purchase Offer”), Tenant shall, no later than ninety (90) days prior to the date of the proposed sale and assignment of its leasehold interest, send Landlord a written notice (a “Lease Purchase ROFR Notice”) detailing the material terms of the Lease Purchase Offer (including purchase price and closing date), upon receipt of which Landlord will have thirty (30) days to accept or reject such Lease Purchase Offer by delivering to Tenant written notice of the same. If Landlord timely delivers a written notice to Tenant that it intends to exercise its Lease Purchase ROFR and proceed with the acquisition of Tenant’s interest in this Lease, Landlord will pay Tenant the purchase price set forth in the Lease Purchase Offer, and the Parties will close on such Lease Purchase ROFR and this Lease will terminate. To the extent any closing mechanics applicable to the sale of Tenant’s interest in the Property are not set forth in the Lease Purchase Offer, the Parties shall apply the closing mechanics set forth in Section 2(b)(vii). If Landlord expressly declines to exercise, or otherwise fails to timely exercise, its Lease Purchase ROFR, then Landlord shall, within thirty (30) days thereafter, grant or refuse to grant its consent to Tenant’s request to assign its interest under this Lease to the third party making the Lease Purchase Offer; any failure of Landlord to timely grant its consent to such assignment shall be deemed to be a refusal to grant consent. If Landlord so grants its consent to such assignment, then upon and subject to the satisfaction of the conditions set forth in clause (ii) above, Tenant may proceed with the transfer of its interest in this Lease to the third party making the Lease Purchase Offer on the same terms as those set forth therein. If such conditions have not been satisfied and the transfer to such third party has not been consummated on all such terms, in each case, within one hundred eighty (180) days of Landlord so declining (or having been deemed to so decline) to exercise its Lease Purchase ROFR, the Lease Purchase ROFR will be reinstated in accordance with the terms hereof.