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

Tenant’s Right of First Offer. If, at any time during the term of this lease, Landlord desires to sell all or any portion of its interest in the Premises (“Landlord’s Interest”), Landlord shall deliver a written notice thereof to Tenant, which notice shall 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 (30) 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 Tenant fails to deliver an executed Sale Notice to Landlord as provided herein or fails to close the purchase of Landlord’s Interest in accordance with the terms and conditions set forth in the Sale Notice, then Landlord shall be relieved of its obligations under this 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 the Sale Notice and (iii) the material terms of 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 Interest in accordance with the terms and conditions 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, at any time If during the term Term of this leaseLease, Landlord desires intends to sell all offer for sale the Store, the legal parcel upon which the Store is located or any portion of its interest in the Premises Shopping Center (“Landlord’s Interest”collectively referred to herein as the "subject property"), Landlord shall deliver a written notice thereof to Tenantso notify Tenant of that intention in writing, which notice shall 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 contain the terms and conditions contained therein(collectively "terms") that would be acceptable to Landlord. Tenant shall have thirty If within ten (3010) calendar business days after its receipt of such notice, Tenant does not notify Landlord that Tenant will purchase the Sale Notice subject property under the terms, Landlord, within which the ensuing six (6) month period shall be free to deliver an executed counterpart of sell the Sale Notice 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, which shall then constitute the purchase and sale agreement between the parties. If Tenant fails to deliver an executed Sale Notice to Landlord as provided herein or fails to close the purchase of Landlord’s Interest in accordance with the terms and conditions set forth in the Sale Notice, then Landlord shall be relieved ) of its obligations under this Section 9.04 Article in respect of subsequent instances of Landlord's (or its successor's) desire to sell the subject property or any portion thereof; and may freely sell 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’s Interest , elect to any person or entitypurchase 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 that (i) such sale is consummated within eight (8) months following the date the Sale Notice was delivered however, time of performance shall be suitably extended to Tenant, (ii) the purchase price for such sale is not less than ninety-five percent (95%) take into account time elapsed between presentation to Tenant of the price set forth in the Sale Notice and (iii) the material terms of 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 Interest in accordance with the terms and conditions set forth in the Sale Notice, Landlord’s Interest shall no longer be subject to this Article 9.04Tenant's acceptance.

Tenant’s Right of First Offer. IfProvided at the time Tenant exercises its Right of First Offer, at Tenant shall not be in default of any time during the term of its obligations under this leaseLease and no material adverse change shall have occurred in Tenant’s financial condition, Landlord desires agrees that it shall not lease any of the remaining space on the ninth floor of the Building, containing approximately 11,000 RSF, prior to sell August 1, 2000, and during such time Tenant shall have the option to lease all or any portion of its interest in such space on the Premises (“Landlord’s Interest”), Landlord shall deliver a written notice thereof to Tenant, which notice shall indicate the sale price and the other same terms and conditions upon which as are set forth herein for the initial Leased Premises. If Tenant has not elected to lease such space, Landlord is willing may lease the same after August 1, 2000, provided that Landlord shall notify Tenant if Landlord intends to sell Landlord’s Interest (the “Sale Notice”). The Sale Notice shall constitute an offer enter into a lease for any of such space prior to sell Landlord’s Interest to Tenant at the price September 1, 2000, and upon the terms and conditions contained therein. Tenant shall have thirty five (305) calendar business days after its receipt of such notice to elect to lease the Sale Notice within which to deliver an executed counterpart balance of the Sale Notice to Landlord, which shall then constitute the purchase and sale agreement between the parties. If Tenant fails to deliver an executed Sale Notice to Landlord as provided herein or fails to close the purchase of Landlord’s Interest in accordance with ninth floor on the terms and conditions set forth in herein for the Sale NoticeInitial Leased Premises. If Tenant does not exercise such right by September 1, then 2000, such right shall terminate. Landlord hereby agrees that after September 1, 2000, Landlord shall be relieved not enter into a lease for the remaining space on the Ninth Floor with any other tenant with a term of its obligations under this Section 9.04 and may freely sell Landlord’s Interest longer than five (5) years (a “Ninth Floor Lease”). If Landlord does enter into such a Ninth Floor Lease, Tenant shall have a one (1) time right of first offer (the “Right of First Offer”), to lease the leased premises as defined in such Ninth Floor Lease (excluding any person roof or entity, provided that (istorage space rights contained in such Ninth Floor Lease)(an “Available Space”) 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 the Sale Notice and (iii) the material terms of 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 Interest in accordance with the terms and conditions set forth in the Sale Notice, Landlord’s Interest shall no longer be subject to this Article 9.04.the following: