Common use of Tenant’s Right of First Offer Clause in Contracts

Tenant’s Right of First Offer. If during the Term of this Lease, Landlord intends to offer for sale the Store, the legal parcel upon which the Store is located or the Shopping Center (collectively referred to herein as the "subject property"), Landlord shall so notify Tenant of that intention in writing, which notice shall contain the terms and conditions (collectively "terms") that would be acceptable to Landlord. If within ten (10) business days after receipt of such notice, Tenant does not notify Landlord that Tenant will purchase the subject property under the terms, Landlord, within the ensuing six (6) month period shall be free to sell the subject property to any third party named in the Third Party Offer on the terms; provided, however, that a failure or refusal by Tenant to purchase the subject property on the terms shall not relieve Landlord (or any successor in interest to Landlord) of its obligations under this Article in respect of subsequent instances of Landlord's (or its successor's) desire to sell the subject property or any portion thereof; and provided further that if Landlord shall, during the aforsesaid six (6) month period, materially alter the terms to the benefit of purchaser, or materially alter the description of the subject property, Landlord shall so notify Tenant and afford Tenant an additional five (5) business days within which Tenant may, by notice to Landlord, elect to purchase the subject property on the terms as so modified. If Tenant elects to purchase the subject property on the terms, the terms shall constitute a binding agreement of purchase and s a le between Landlord and Tenant and govern their subsequent performance, provided however, time of performance shall be suitably extended to take into account time elapsed between presentation to Tenant of the terms and Tenant's acceptance.

Tenant’s Right of First Offer. If If, at any time during the Term term of this Leaselease, Landlord intends desires to offer for sale sell all or any portion of its interest in the Store, the legal parcel upon which the Store is located or the Shopping Center Premises (collectively referred to herein as the "subject property"“Landlord’s Interest”), Landlord shall so notify Tenant of that intention in writingdeliver a written notice thereof to Tenant, which notice shall contain indicate the sale price and the other terms and conditions upon which Landlord is willing to sell Landlord’s Interest (the “Sale Notice”). The Sale Notice shall constitute an offer to sell Landlord’s Interest to Tenant at the price and upon the terms and conditions contained therein. Tenant shall have thirty (collectively "terms"30) that would be acceptable calendar days after its receipt of the Sale Notice within which to deliver an executed counterpart of the Sale Notice to Landlord, which shall then constitute the purchase and sale agreement between the parties. If within ten (10) business days after receipt Tenant fails to deliver an executed Sale Notice to Landlord as provided herein or fails to close the purchase of such noticeLandlord’s Interest in accordance with the terms and conditions set forth in the Sale Notice, Tenant does not notify then Landlord that Tenant will purchase the subject property under the terms, Landlord, within the ensuing six (6) month period shall be free to sell the subject property to any third party named in the Third Party Offer on the terms; provided, however, that a failure or refusal by Tenant to purchase the subject property on the terms shall not relieve Landlord (or any successor in interest to Landlord) relieved of its obligations under this Article Section 9.04 and may freely sell Landlord’s Interest to any person or entity, provided that (i) such sale is consummated within eight (8) months following the date the Sale Notice was delivered to Tenant, (ii) the purchase price for such sale is not less than ninety-five percent (95%) of the price set forth in respect the Sale Notice and (iii) the material terms of subsequent instances such sale are substantially the same as the terms set forth in the Sale Notice. After the consummation of such sale or if Tenant fails to close the purchase of Landlord's (or its successor's) desire to sell the subject property or any portion thereof; and provided further that if Landlord shall, during the aforsesaid six (6) month period, materially alter the terms to the benefit of purchaser, or materially alter the description of the subject property, Landlord shall so notify Tenant and afford Tenant an additional five (5) business days within which Tenant may, by notice to Landlord, elect to purchase the subject property on the terms as so modified. If Tenant elects to purchase the subject property on the terms, the terms shall constitute a binding agreement of purchase and s a le between Landlord and Tenant and govern their subsequent performance, provided however, time of performance shall be suitably extended to take into account time elapsed between presentation to Tenant of ’s Interest in accordance with the terms and Tenant's acceptanceconditions set forth in the Sale Notice, Landlord’s Interest shall no longer be subject to this Article 9.04.

Tenant’s Right of First Offer. If during The Tenant, provided it is in occupancy of the Term whole of this the Leased Premises and is not in default under the terms of the Lease, Landlord intends shall have a one time right of first offer, with respect to offer for sale the Storepremises civically described as Xxxxx 000, the legal parcel upon which the Store is located or the Shopping Center 0000 Xxxxxxx Xxxxxx and Xxxxx 000, 0000 Xxxxxxx Xxxxxx (collectively referred to herein as the "subject property"“Additional Premises”), Landlord shall so notify Tenant of that intention in writing, which notice shall contain on the terms and conditions and In the manner as follows: (collectively "terms"a) that would Upon the Additional Premises becoming available for lease the Landlord will be acceptable written notice advise the Tenant of same, such notice to identify the premises in question. (b) Upon receipt of the Landlord. If within ten ’s written notice as set out above, the Tenant shall have seven (107) business days after to submit to the Landlord an offer to lease (the “Offer”) with respect to the Additional Premises, such Offer to contain the terms under which the Tenant would be prepared to lease the Additional Premises from the Landlord Including, without limitation, the basic rent payable and the term. Should the Tenant fail to submit an Offer to the Landlord within such seven (7) business day period, this right of first offer will cease to be of any force or effect with respect to the Additional Premises described in the Landlord’s notice. (c) Upon receipt of such noticethe Offer, the Landlord shall have seven (7) business days to accept the same, and if the Landlord does so accept the Tenant’s Offer there will be a binding agreement to lease the Additional Premises between the Landlord and the Tenant on the terms set out in the Offer. (d) If the Landlord does not notify Landlord that Tenant will purchase accept the subject property under Offer, the terms, Landlord, within the ensuing six (6) month period landlord shall be free entitled to sell lease the subject property Additional Premises to third parties on terms no less favourable to the Landlord (accounting for the net effective rate to the Landlord). Notwithstanding the foregoing, if the Landlord is unable to least the Additional Premises to a third party on terms not less favourable to the Landlord (accounting for the net effective rate to the Landlord) to those contained in the Tenant’s Offer, the Landlord will not lease the Additional Premises to any third party named in parry without first again giving the Third Party Tenant the opportunity to submit an Offer on with respect to the terms; provided, however, that a failure or refusal by Tenant same pursuant to purchase the subject property on the terms this provision. (e) The provisions hereof shall not relieve apply to any portion of the Additional Premises in connection with which it is the intention of the Landlord (to tease the same to subsidiaries or associated companies or entities of the Landlord or its property or asset managers, or any successor in interest to Landlord) portion of its obligations under this Article the Additional Premises in respect of subsequent instances which the Landlord temporarily or permanently relocates an existing tenant of Landlord's (or the development for bona fide business reasons not initiated for the purpose of defeating the Tenant’s rights hereunder. Notwithstanding the foregoing, should the Tenant exercise its successor's) desire to sell the subject property or any portion thereof; and provided further that if Landlord shall, during the aforsesaid six (6) month period, materially alter the terms right of first offer with respect to the benefit Additional Premises comprising all of purchaserXxxxx 000 xxx/xx Xxxxx 000 prior to November 30, or materially alter the description of the subject property, Landlord shall so notify Tenant and afford Tenant an additional five (5) business days within which Tenant may, by notice to Landlord, elect to purchase the subject property on the terms as so modified. If Tenant elects to purchase the subject property on the terms2007, the terms shall constitute a binding agreement of purchase and s a le between Landlord and Tenant and govern their subsequent performance, provided however, time of performance the lease for such Additional Premises (the “Additional Premises Lease”) shall be suitably extended to take into account time elapsed between presentation to Tenant the same as the terms of the terms Lease for the Leased Premises save that: (f) the term of the Additional Premises Lease shall be for a term equal to the remainder of the Term of the Lease for the Leased Premises then outstanding; (g) the rent payable for the Additional Premises shall be at the same rate per square foot, with the same incremental increases, as is then being paid for the Leased Premises; (h) provided that the Tenant exercises its right of first offer prior to November 30, 2007, the Tenant shall receive free Minimum Rent for the Additional Premises as set out in Schedule “D”, paragraph 2, save and Tenant's acceptanceexcept that the free Minimum Rent shall be provided on a pro-rata basis (for example, if the Tenant commits to lease the Additional Premises on the second anniversary of the Commencement Date, 66.67% of the Term shall be remaining at that point and the Tenant shall receive 66.67% of the free Minimum Rent outlined In Schedule “D”, paragraph 2 of the Additional Premises; and (i) the Tenant shall receive as an allowance for the Additional Premises an amount equal to $10,27 per square foot of the Rentable Area of the Additional Premises, multiplied by a fraction having as its numerator the number of whole months remaining in the initial Term of the Lease for the Leased Premises as of the commencement date for the Additional Premises Lease and having as its denominator 72, which allowance shall be payable in the same manner and under the same conditions set out in Schedule “D”, paragraph 3, but modified so as to apply to the Additional Premises.

Tenant’s Right of First Offer. If during 21.1 Landlord shall provide Tenant with written notice (the Term "Availability Notice") from time to time when Landlord determines that any Offer Space (as defined below) will become Available (as defined below). Landlord shall provide the Offer Notice to Tenant within fifteen (15) days after the date on which Landlord determines that the particular Offer Space (the "Specific Offer Space") will become Available. As used herein, "Available" means that the space (i) is not part of this Leasethe Premises, (ii) is not then subject to a lease, and (iii) is not then subject to any rights of tenant to renew their lease or expand their premises as set forth in their lease. As of the Lease Date, Landlord intends represents and warrants that the Offer Space is not subject to offer for sale any rights of tenants under existing leases. As of the Store, the legal parcel upon which the Store is located or the Shopping Center (collectively referred to herein as the "subject property")Lease Date, Landlord is negotiating a lease in the Building with EDG. Landlord shall so notify Tenant have no obligation to give an Availability Notice with respect to the space leased by EDG, including without limitation any space as to which EDG has a fixed obligation to include in its premises; provided that with respect to any other expansion right of EDG, that intention in writing, which notice shall contain the terms and conditions (collectively "terms") that would be acceptable to Landlord. If within ten (10) business days after receipt of such notice, Tenant does not notify Landlord that Tenant will purchase the subject property under the terms, Landlord, within the ensuing six (6) month period expansion right shall be free subordinate to sell the subject property to any third party named in the Third Party Offer on the terms; provided, however, that a failure or refusal by rights of Tenant to purchase the subject property on the terms shall not relieve Landlord (or any successor in interest to Landlord) of its obligations under this Article 21. As used herein, "Offer Space" means all space in respect of subsequent instances of Landlord's (or its successor's) desire to sell the subject property or any portion thereof; and provided further that if Landlord Building not leased by Tenant. The Availability Notice shall, during the aforsesaid six (6) month period, materially alter the terms to the benefit of purchaser, or materially alter the description of the subject property, Landlord shall so notify Tenant and afford Tenant an additional five (5) business days within which Tenant may, by notice to Landlord, elect to purchase the subject property on the terms as so modified. If Tenant elects to purchase the subject property on the terms, the terms shall constitute a binding agreement of purchase and s a le between Landlord and Tenant and govern their subsequent performance, provided however, time of performance shall be suitably extended to take into account time elapsed between presentation to Tenant of the terms and Tenant's acceptance.:

Tenant’s Right of First Offer. If Article 61 of the Addendum to the Lease is amended and restated to provide in its entirety as follows: Upon and subject to all the terms and conditions set forth in this Xxxxxxxxx 0, Xxxxxxxx hereby grants to Tenant during the Term of this Leasethe Lease as amended herein, a continuous and ongoing right of first offer (the "Right of First Offer") covering that office space located upon the thirty-third (33rd) floor of the Building, consisting of approximately 12,382 square feet of rentable area and which is depicted on Exhibit A-3 attached hereto (the "Offer Space"). The Right of First Offer shall be on the following terms and conditions: (a) If Landlord shall desire to lease all or any portion of the Offer Space, as evidenced by the initiation of formal negotiations with or the issuance of a proposal to a third party by or on behalf of Landlord covering any portion of the Offer Space, or Landlord's acceptance of a proposal from a third party, Landlord intends shall first offer to offer for sale lease such part of the StoreOffer Space (the "Designated Offer Space") to Tenant, by giving written notice to Tenant. Such notice shall specify the legal parcel upon date on which the Store Designated Offer Space is located or the Shopping Center expected to be available for Tenant's lease (collectively referred to herein as the "subject propertyScheduled Designated Offer Space Commencement Date"), Landlord shall so notify Tenant and the length of that intention in writing, which notice shall contain the terms and conditions term the Designated Space is to be leased for (collectively the "termsDesignated Offer Space Lease Term") that would be acceptable to Landlord). If within ten Within six (106) business days after receipt of Landlord gives Tenant such notice, Tenant does not notify shall, by written notice to Landlord that (the "Offer Notice"), elect or decline to exercise it Right of First Offer. If Tenant will purchase fails to deliver the subject property under the terms, Landlord, Offer Notice to Landlord within the ensuing such period of six (6) month period business days, Tenant shall be free deemed to sell have declined to exercise its Right of First Offer. If Tenant declines or is deemed to have declined to exercise its Right of First Offer, Landlord thereafter shall have the subject property right to lease such Designated Offer Space to any third party named upon such terms and conditions and for such period or successive period of time as Landlord, in its sole discretion, shall determine. Notwithstanding the Third Party foregoing, Tenant shall have no right to exercise the Right of First Offer (and, at Landlord's option, any previous exercise of the Right of First Offer shall be null and void) if at the time Tenant first attempts to exercise the Right of First Offer, or at any time thereafter until the Designated Offer Space has been added to the Leased Premises, Tenant is in default under the Lease as amended herein. The Right of First Offer shall be subject and subordinate to any renewal, expansion and/or similar rights granted to any tenant of the Building prior to the date of this First Amendment or granted to any tenant leasing any Designated Offer Space after the Tenant declines or is deemed to have declined to exercise its Right of First Offer. (b) In the event Tenant exercises the Right of First Offer, Tenant shall deliver to Landlord the Tenant's proposed layout plans and specifications for such Designated Offer Space (the “DOS Layout Plans”) within twenty (20) business days after delivery of the Offer Notice. The DOS Layout Plans shall provide for a level of improvements comparable to the level of the Landlord’s SLP Work, shall provide for the use of a reasonable quantity of Building standard materials and finishes, and shall be subject to Landlord’s approval. Notwithstanding the foregoing provisions of this subparagraph 5(b), the cost and expense of completing the Designated Offer Space Improvements on the terms; provided, however, that a failure or refusal by Tenant to purchase the subject property on the terms per rentable square foot basis shall not relieve Landlord (or any successor in interest exceed the product of $0.42 multiplied by the number of months expected to Landlord) of its obligations under this Article in respect of subsequent instances of Landlord's (or its successor's) desire to sell the subject property or any portion thereof; and provided further that if Landlord shall, occur during the aforsesaid six (6) month periodDesignated Offer Space Lease Term, materially alter unless the terms Tenant provides funds to Landlord in a manner reasonably acceptable to Landlord to pay for any costs and expenses in excess of such limit. Upon the benefit of purchaser, or materially alter the description of the subject propertyOffer Notice being given and within such time as Landlord reasonably determines is necessary to complete such Designated Offer Space for occupancy, Landlord shall so notify Tenant cause such Designated Offer Space to be improved and afford Tenant an additional five completed in a manner consistent with the approved DOS Layout Plans (5) business days within which Tenant may, by notice to Landlord, elect to purchase the subject property on the terms as so modified"Designated Offer Space Improvements"). If Tenant elects to purchase the subject property on the terms, the terms shall constitute a binding agreement of purchase and s a le between Landlord and Tenant acknowledge that Tenant will continue to occupy the Leased Premises during construction of the Designated Offer Space Improvements and govern their subsequent performanceTenant confirms its understanding that completion of the Designated Offer Space Improvements may result in noise, provided howevervibration, time dirt, dust and other circumstances necessarily arising from such construction. Landlord shall have no liability (and Tenant shall not be entitled to claim damages or any actual or constructive eviction, or right of performance offset or reduction in its rent or other monetary obligations) as a consequence of any disruption or interference with Tenant’s use of the Leased Premises or conduct of its business throughout the completion of such construction. The "Commencement Date" with respect to the Designated Offer Space ("Designated Offer Space Commencement Date") shall be suitably extended deemed to take into account time elapsed between presentation to Tenant be that date which is the later of the terms Scheduled Designated Offer Space Commencement Date or the first business day after the substantial completion of the Designated Offer Space Improvements. (c) Landlord shall afford Tenant and Tenant Parties access to the Designed Offer Space at reasonable times prior to the occupancy of the Designed Offer Space only in the presence of a representative of the Landlord, and at Tenant's acceptancesole risk and expense, for the purposes of inspecting and verifying Landlord's performance of the Designed Offer Space Improvements. Tenant shall advise Landlord promptly of any objection to the construction of the Designed Offer Space Improvements. Within fifteen (15) days after the Designed Offer Space Improvements are completed, Landlord and Tenant shall prepare a mutually agreed upon list ("DOS Punch List") of items of the Designed Offer Space Improvements that need to be corrected or repaired. Landlord agrees to cause the items set forth in the DOS Punch List to be corrected or repaired within thirty (30) days after the date the DOS Punch List is prepared. As used in this subparagraph 5(c), "DOS Punch List" items means minor details of construction or decoration that do not interfere with Tenant's use and enjoyment of the Desiganted Offer Space.

Tenant’s Right of First Offer. If during The Tenant, provided it is in occupancy of the Term whole of this the Leased Premises and is not in default under the terms of the Lease, Landlord intends shall have a one time right of first offer, with respect to offer for sale the Storepremises civically described as Xxxxx 000, the legal parcel upon which the Store is located or the Shopping Center 0000 Xxxxxxx Xxxxxx and Xxxxx 000, 0000 Xxxxxxx Xxxxxx (collectively referred to herein as the "subject property"“Additional Premises”), Landlord shall so notify Tenant of that intention in writing, which notice shall contain on the terms and conditions and in the manner as follows: (collectively "terms"a) that would Upon the Additional Premises becoming available for lease the Landlord will be acceptable written notice advise the Tenant of same, such notice to identify the premises in question. (b) Upon receipt of the Landlord. If within ten ’s written notice as set out above, the Tenant shall have seven (107) business days after to submit to the Landlord an offer to lease (the “Offer”) with respect to the Additional Premises, such Offer to contain the terms under which the Tenant would be prepared to lease the Additional Premises from the Landlord including, without limitation, the basic rent payable and the term. Should the Tenant fail to submit an Offer to the Landlord within such seven (7) business day period, this right of first offer will cease to be of any force or effect with respect to the Additional Premises described in the Landlord’s notice. (c) Upon receipt of such noticethe Offer, the Landlord shall have seven (7) business days to accept the same, and if the Landlord does so accept the Tenant’s Offer there will be a binding agreement to lease the Additional Premises between the Landlord and the Tenant does not notify Landlord that Tenant will purchase the subject property under the terms, Landlord, within the ensuing six (6) month period shall be free to sell the subject property to any third party named in the Third Party Offer on the terms; provided, however, that a failure or refusal by Tenant to purchase the subject property on the terms shall not relieve Landlord (or any successor set out in interest to Landlord) of its obligations under this Article in respect of subsequent instances of Landlord's (or its successor's) desire to sell the subject property or any portion thereof; and provided further that if Landlord shall, during the aforsesaid six (6) month period, materially alter the terms to the benefit of purchaser, or materially alter the description of the subject property, Landlord shall so notify Tenant and afford Tenant an additional five (5) business days within which Tenant may, by notice to Landlord, elect to purchase the subject property on the terms as so modified. If Tenant elects to purchase the subject property on the terms, the terms shall constitute a binding agreement of purchase and s a le between Landlord and Tenant and govern their subsequent performance, provided however, time of performance shall be suitably extended to take into account time elapsed between presentation to Tenant of the terms and Tenant's acceptanceOffer.

Tenant’s Right of First Offer. If In the event that at any time during the Term of this Leasehereof Landlord shall, Landlord intends in good faith, determine to offer for sale sell the Store, the legal parcel upon which the Store is located or the Shopping Center (collectively referred to herein as the "subject property")Demised Premises, Landlord shall so notify first submit the proposed offer to Tenant, containing prices, financing terms, closing date and any other salient terms. Landlord's proposal shall be in the form of a contract of sale. Tenant shall have ninety (90) days from receipt to accept such offer; in the event that Tenant accepts the offer, Tenant shall have fifteen (15) days to execute a contract of that intention in writingsale with Landlord. If Tenant fails to accept such offer, which notice shall contain Landlord may offer the Demised Premises to such other prospective purchaser as Landlord may desire upon the terms and conditions for the amount contained in Landlord's initial offer, provided, however, that if Landlord does not execute a contract of sale with such other prospective purchaser upon such terms within nine months and 15 days from the date Landlord first submitted an offer to Tenant, Landlord may not sell or convey the Demised Premises without again complying with this Section. In the event that Landlord receives a subsequent bona fide offer upon different terms and Landlord is willing to accept such offer, Landlord shall advise Tenant that it has received such offer and enclose a copy of such offer. Tenant shall thereupon have fifteen (collectively "terms"15) that would be acceptable days to accept such offer and execute a contract of sale with Landlord. If Tenant fails to execute a contract of sale within ten such fifteen (1015) business days after receipt of such notice, Tenant does not notify day period Landlord that Tenant will purchase the subject property under the terms, Landlord, within the ensuing six (6) month period shall be free to sell to such bona fide offeror. The provisions of this section shall apply to a transfer of fifty (50%) percent or more of either (i) the subject property to shares of capital stock of a corporation or (ii) the interest in any third party named in the Third Party Offer on the terms; provided, however, that a failure limited or refusal by Tenant to purchase the subject property on the terms shall not relieve Landlord (or any successor in interest to Landlord) of its obligations under this Article in respect of subsequent instances of Landlord's (or its successor's) desire to sell the subject property or any portion thereof; and provided further that if Landlord shall, during the aforsesaid six (6) month period, materially alter the terms to the benefit of purchaser, or materially alter the description of the subject property, Landlord shall so notify Tenant and afford Tenant an additional five (5) business days within which Tenant may, by notice to Landlord, elect to purchase the subject property on the terms as so modified. If Tenant elects to purchase the subject property on the terms, the terms shall constitute a binding agreement of purchase and s a le between Landlord and Tenant and govern their subsequent performance, provided however, time of performance shall be suitably extended to take into account time elapsed between presentation to Tenant of the terms and Tenant's acceptancegeneral partnership.