Common use of Tenant Purchase Rights Clause in Contracts

Tenant Purchase Rights. Buyer acknowledges and understands that its rights to purchase and hold title to the Property hereunder are subject to (a) the continuing rights of MCI Telecommunications Corporation ("MCI") and MCI International ("MCI International") to acquire certain portions of the Property pursuant to the terms of their respective Leases at the Property, and (b) New York Telephone's continuing right to acquire a portion of Phase III pursuant to the terms of its lease at the Property. Sellers represent to Buyer that they have previously delivered the right of first refusal notices required by the terms of the MCI Lease. Buyer acknowledges that it has reviewed the terms of the MCI International Lease, has determined that the transaction contemplated by this Agreement is not subject to the purchase right contained therein and agrees not to raise an objection to title on account of such purchase right. If MCI shall exercise its right to purchase any portion of the Property, then thereafter neither Buyer nor Sellers shall have any further rights or obligations hereunder (except for those matters which expressly survive the termination hereof) and the Deposit immediately will be returned to Buyer. As a condition precedent to Buyer's obligation to close on the Closing Date, REP II shall deliver to Buyer and to Buyer's title insurance companies copies of the notices which REP II caused to be delivered to MCI pursuant to MCI's right of first refusal, which copies shall be certified as true and correct by the general partners of REP II, which certification shall include the date such notices were sent by REP II and the method(s) of delivery thereof and that to the best of REP II's knowledge such notices substantially comply with the right of first refusal notice requirements of the MCI lease. It shall be a condition of Closing that Buyer's Title Insurance Company agree to omit or issue affirmative insurance that the instant transaction is not subject to the MCI right of first refusal, provided however that in no event shall any Seller pay any additional premium for such omission or affirmative insurance. In lieu of the Sellers' compliance with the preceding two sentences, Sellers may deliver to Buyer a written notice from MCI stating to the effect that MCI has received notice of the instant transaction and is not exercising MCI's right of first refusal in connection therewith, whereupon the provisions of the preceding two sentences shall be deemed satisfied and Buyer shall raise no objection to title based upon the MCI right of first refusal.

Tenant Purchase Rights. Buyer acknowledges and understands that its rights to purchase and hold title AP Redlands LLC, a Delaware limited liability company (“AP Redlands”) is the Seller Entity with respect to the Property hereunder are subject to described on PROPERTY EXHIBIT 1 attached hereto (athe “Redlands Property”). Becton, Xxxxxxxxx and Company (“Becton”) the continuing rights of MCI Telecommunications Corporation ("MCI") and MCI International ("MCI International") to acquire certain portions is a Tenant of the Redlands Property pursuant to the terms of their respective Leases at an Existing Lease between AP Redlands and Becton (the Property“Becton Lease”). Pursuant to Section 5 of Exhibit C of the Becton Lease, and Becton holds a right of first offer to purchase the Redlands Property on the terms set forth in the Becton Lease (b) New York Telephone's continuing right the “Becton ROFR”). AP Redlands has provided the notice to acquire a portion of Phase III Becton provided for under the Xxxxxx XXXX. Purchaser’s obligation to purchase the Redlands Property pursuant to the terms of its lease at the Property. Sellers represent to Buyer that they have previously delivered the right of first refusal notices required by the terms of the MCI Lease. Buyer acknowledges that it has reviewed the terms of the MCI International Lease, has determined that the transaction contemplated by this Agreement is conditioned on (i) Becton electing not to purchase the Redlands Property pursuant to the Becton ROFR, (ii) the Tenant Estoppel executed and delivered by Becton acknowledging the waiver of the Becton ROFR, and (iii) the Title Company either (1) insuring over such Xxxxxx XXXX (with such form of insurance being subject to Purchaser’s prior written approval, such approval to be in Purchaser’s sole discretion) or (2) not taking exception to the Redlands Property Title Insurance Policy with the respect to the existence of the Becton ROFR. In the event that Becton elects to purchase right contained therein and agrees not the Redlands Property pursuant to raise an objection the Becton ROFR, then AP Redlands may terminate this Agreement as to title on account the Redlands Property by giving written notice of such purchase right. If MCI event to Purchaser, in which event the Purchase Price shall exercise its right to purchase any portion of be reduced by the Property, then thereafter neither Buyer nor Sellers shall have any further rights or obligations hereunder (except Allocated Purchase Price for those matters which expressly survive the termination hereof) Redlands Property and the Deposit immediately will be returned to Buyer. As a condition precedent to Buyer's obligation to close on the Closing Date, REP II Redlands Property shall deliver to Buyer and to Buyer's title insurance companies copies of the notices which REP II caused to be delivered to MCI pursuant to MCI's right of first refusal, which copies shall be certified as true and correct by the general partners of REP II, which certification shall include the date such notices were sent by REP II and the method(s) of delivery thereof and that to the best of REP II's knowledge such notices substantially comply with the right of first refusal notice requirements of the MCI lease. It shall be a condition of Closing that Buyer's Title Insurance Company agree to omit or issue affirmative insurance that the instant transaction is not subject to the MCI right of first refusal, provided however that in no event shall any Seller pay any additional premium for such omission or affirmative insurance. In lieu of the Sellers' compliance with the preceding two sentences, Sellers may deliver to Buyer a written notice from MCI stating to the effect that MCI has received notice of the instant transaction and is not exercising MCI's right of first refusal in connection therewith, whereupon the provisions of the preceding two sentences shall all purposes be deemed satisfied and Buyer shall raise no objection to title based upon the MCI right of first refusalhave been removed from this Agreement.

Tenant Purchase Rights. Buyer acknowledges and understands that its Exhibit "Tenant Purchase Rights" sets forth the purchase rights of three (3) Tenants as more particularly described in Exhibit "Tenant Purchase Rights", a right of first option held by Giant of Maryland, Inc. ("Giant") with respect to the Cranberry Square Project (the "Giant Purchase Right"), an option to purchase and hold title held by the United States of America with respect to the Property hereunder are One National Business Park Project (the "USA Purchase Right"), and a right of first refusal held by Green Spring Health Services, Inc. with respect to the Woodlands I Project (the "Green Spring Purchase Right"). 12.12.1. Buyer agrees to accept the One National Business Park Project subject to the USA Purchase Right. 12.12.2. Promptly after the Contract Date, Sellers shall notify Giant of this transaction and the sale of the Interests of the Entity owning the Cranberry Square Project. The obligation of Buyer to purchase the Interests of Entity owning Cranberry Square is contingent upon Giant's entering into an agreement of sale to purchase the Cranberry Square Project on or before the Closing Date. If, prior to Closing, Giant enters into an agreement to purchase the Cranberry Square Project or the Interests of the Entity owing the Cranberry Square Project, the Cranberry Square Project shall be deleted from this Agreement, this Agreement shall be deemed to have been automatically amended so as to delete the Project from this Agreement, and Buyer and Sellers shall proceed to close on the remaining Projects subject to a reduction in the Consideration by the amount of the Consideration allocated to the Cranberry Square Project. 12.12.3. Promptly after the Contract Date, Sellers shall notify Green Spring Health Services, Inc. ("Green Spring") of this transaction and the sale of the Interests of the Entity owning the Woodlands I Project. Buyer's obligation to purchase the Interests of the Entity owning the Woodlands I Project is contingent upon (a) the continuing rights of MCI Telecommunications Corporation ("MCI") and MCI International ("MCI International") to acquire certain portions exercise by Green Spring of the Property Green Spring Purchase Right or (b) the waiver by Green Spring on or before the Closing Date (either in writing or due to the passage of time) of its right, if any, to purchase the Woodlands I Project pursuant to the terms of their respective Leases at contemplated by this Agreement. If Green Spring exercises the Property, and Green Spring Purchase Right or does not waive such right (b) New York Telephone's continuing right to acquire a portion of Phase III pursuant either in writing or due to the terms passage of its lease at time) on or before the Property. Sellers represent Closing Date, the Green Spring Purchase Right with respect to Buyer that they have previously delivered the right of first refusal notices required by the terms of the MCI Lease. Buyer acknowledges that Woodlands I Project as it has reviewed the terms of the MCI International Lease, has determined that relates to the transaction contemplated by this Agreement, the Woodlands I Project shall be deleted from this Agreement, this Agreement is not subject shall be deemed to have been automatically amended so as to delete the purchase right contained therein Woodlands I Project from this Agreement, and agrees not to raise an objection to title on account of such purchase right. If MCI shall exercise its right to purchase any portion of the Property, then thereafter neither Buyer nor and Sellers shall have any further rights or obligations hereunder (except for those matters which expressly survive the termination hereof) and the Deposit immediately will be returned to Buyer. As a condition precedent to Buyer's obligation proceed to close on the Closing Dateremaining Projects, REP II shall deliver subject to Buyer and to Buyer's title insurance companies copies a reduction in the Consideration by the amount of the notices which REP II caused to be delivered to MCI pursuant to MCI's right of first refusal, which copies shall be certified as true and correct by the general partners of REP II, which certification shall include the date such notices were sent by REP II and the method(s) of delivery thereof and that Consideration allocated to the best Woodlands I Project. All covenants made in this Agreement by Sellers shall survive the Closing for a period of REP II's knowledge such notices substantially comply with the right of first refusal notice requirements of the MCI lease. It shall be a condition of Closing that Buyer's Title Insurance Company agree to omit or issue affirmative insurance that the instant transaction is not subject to the MCI right of first refusal, provided however that in no event shall any Seller pay any additional premium for such omission or affirmative insurance. In lieu of the Sellers' compliance with the preceding two sentences, Sellers may deliver to Buyer a written notice from MCI stating to the effect that MCI has received notice of the instant transaction and is not exercising MCI's right of first refusal in connection therewith, whereupon the provisions of the preceding two sentences shall be deemed satisfied and Buyer shall raise no objection to title based upon the MCI right of first refusaleighteen (18) months.

Tenant Purchase Rights. Buyer acknowledges and understands that its Exhibit "Tenant Purchase Rights" sets forth the purchase rights of three (3) Tenants as more particularly described in Exhibit "Tenant Purchase Rights", a right of first option held by Giant of Maryland, Inc. ("Giant") with respect to the Cranberry Square Project (the "Giant Purchase Right"), an option to purchase and hold title held by the United States of America with respect to the Property hereunder are One National Business Park Project (the "USA Purchase Right"), and a right of first refusal held by Green Spring Health Services, Inc. with respect to the Woodlands I Project (the "Green Spring Purchase Right"). 12.12.1. Buyer agrees to accept the One National Business Park Project subject to the USA Purchase Right. 12.12.2. Promptly after the Contract Date, Sellers shall notify Giant of this transaction and the sale of the Interests of the Entity owning the Cranberry Square Project. The obligation of Buyer to purchase the Interests of Entity owning Cranberry Square is contingent upon Giant's entering into an agreement of sale to purchase the Cranberry Square Project on or before the Closing Date. If, prior to Closing, Giant enters into an agreement to purchase the Cranberry Square Project or the Interests of the Entity owing the Cranberry Square Project, the Cranberry Square Project shall be deleted from this Agreement, this Agreement shall be deemed to have been automatically amended so as to delete the Project from this Agreement, and Buyer and Sellers shall proceed to close on the remaining Projects subject to a reduction in the Consideration by the amount of the Consideration allocated to the Cranberry Square Project. 12.12.3. Promptly after the Contract Date, Sellers shall notify Green Spring Health Services, Inc. ("Green Spring") of this transaction and the sale of the Interests of the Entity owning the Woodlands I Project. Buyer's obligation to purchase the Interests of the Entity owning the Woodlands I Project is contingent upon (a) the continuing rights of MCI Telecommunications Corporation ("MCI") and MCI International ("MCI International") to acquire certain portions exercise by Green Spring of the Property Green Spring Purchase Right or (b) the waiver by Green Spring on or before the Closing Date (either inwriting or due to the passage of time) of its right, if any, to purchase the Woodlands I Project pursuant to the terms of their respective Leases at contemplated by this Agreement. If Green Spring exercises the Property, and Green Spring Purchase Right or does no waive such right (b) New York Telephone's continuing right to acquire a portion of Phase III pursuant either in writing or due to the terms passage of its lease at time) on or before the Property. Sellers represent Closing Date, the Green Spring Purchase Right with respect to Buyer that they have previously delivered the right of first refusal notices required by the terms of the MCI Lease. Buyer acknowledges that Woodlands I Project as it has reviewed the terms of the MCI International Lease, has determined that relates to the transaction contemplated by this Agreement, the Woodlands I Project shall be deleted from this Agreement, this Agreement is not subject shall be deemed to have been automatically amended so as to delete the purchase right contained therein Woodlands I Project from this Agreement, and agrees not to raise an objection to title on account of such purchase right. If MCI shall exercise its right to purchase any portion of the Property, then thereafter neither Buyer nor and Sellers shall have any further rights or obligations hereunder (except for those matters which expressly survive the termination hereof) and the Deposit immediately will be returned to Buyer. As a condition precedent to Buyer's obligation proceed to close on the Closing Dateremaining Projects, REP II shall deliver subject to Buyer and to Buyer's title insurance companies copies a reduction in the Consideration by the amount of the notices which REP II caused to be delivered to MCI pursuant to MCI's right of first refusal, which copies shall be certified as true and correct by the general partners of REP II, which certification shall include the date such notices were sent by REP II and the method(s) of delivery thereof and that Consideration allocated to the best Woodlands I Project. All covenants made in this Agreement by Sellers shall survive the Closing for a period of REP II's knowledge such notices substantially comply with the right of first refusal notice requirements of the MCI lease. It shall be a condition of Closing that Buyer's Title Insurance Company agree to omit or issue affirmative insurance that the instant transaction is not subject to the MCI right of first refusal, provided however that in no event shall any Seller pay any additional premium for such omission or affirmative insurance. In lieu of the Sellers' compliance with the preceding two sentences, Sellers may deliver to Buyer a written notice from MCI stating to the effect that MCI has received notice of the instant transaction and is not exercising MCI's right of first refusal in connection therewith, whereupon the provisions of the preceding two sentences shall be deemed satisfied and Buyer shall raise no objection to title based upon the MCI right of first refusaleighteen (18) months.