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

Tenant’s Right of First Offer. Section 10.01. In the event that at any time during the Term hereof Landlord shall, in good faith, determine to sell the Demised Premises, Landlord shall 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 sale with Landlord. If Tenant fails to accept such offer, Landlord may offer the Demised Premises to such other prospective purchaser as Landlord may desire upon the terms and 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 (15) days to accept such offer and execute a contract of sale with Landlord. If Tenant fails to execute a contract of sale within such fifteen (15) day period Landlord 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 shares of capital stock of a corporation or (ii) the interest in any limited or general partnership.

Tenant’s Right of First Offer. Section 10.01. In Provided that Tenant is not then in material default of any obligation under this Lease at the event time of its receipt of a Sale Notice (as defined below), should Landlord determine that at it desires to sell any time interest in the Leased Premises during the Term hereof Term, Landlord shallshall deliver a written notice (“Sale Notice”) to Tenant describing such proposed sale, including the interest to be sold, the proposed purchase price, and the other material terms on which Landlord is, in good faith, determine prepared to sell the Demised Premises, Landlord shall 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 make such sale. Tenant shall have ninety twenty- one (9021) days from receipt following delivery of the Sale Notice to accept respond by notifying Landlord, in writing, of its intent to negotiate a binding agreement for such offer; in the event that Tenant accepts the offer, Tenant shall have fifteen (15) days to execute a contract of sale with LandlordLandlord (“Tenant Response”). Landlord and Xxxxxx thereafter shall diligently and in good faith seek to complete such negotiations. If Tenant fails to accept deliver a Tenant Response within such offertwenty-one (21) day period or if Landlord and Tenant, Landlord may offer the Demised Premises despite their diligent, good faith efforts, fail or are unable to such other prospective purchaser as Landlord may desire agree upon the terms and for the amount contained in Landlord's initial offer, provided, however, that if Landlord does not execute a contract conditions of sale with such other prospective purchaser upon such terms agreement within nine months and 15 fifteen business (15) days from following the date of the Tenant Response, Landlord first submitted an offer shall have the right, for a period of twelve (12) months, to make such sale to a third party for a price and on material terms and conditions that are not more favorable to the purchaser than those offered to Tenant, provided that Landlord may may, during such twelve (12) month period, sell the portion of the Leased Premises described in the Sale Notice to another purchaser for up to five percent (5%) less than the price offered to Tenant, and a sale for up to five percent (5%) less than the sales price offered to the Tenant shall deemed to be a sale which is not sell or convey more favorable to the Demised Premises without again complying with this Sectionpurchase than a sale upon the terms offered Tenant in the Sale Notice, provided the other material terms of such sale are also not more favorable to such purchaser. In the event that Landlord receives desires to sell the Leased Premises any time after the original twelve (12) month period has elapsed under any terms, or if Landlord desires to sell the Leased Property during such twelve (12) month period for a subsequent bona fide offer upon different price and/or material terms and Landlord is willing which are more favorable to accept the proposed purchaser than those offered to the Tenant, then, prior to competing such offersale, Landlord shall advise Tenant that it has received such offer must first deliver a new Sale Notice to Tenant, and enclose a copy of such offer. Tenant shall thereupon have fifteen (15) days the rights granted hereunder with respect to accept such offer subsequently proposed sale. Notwithstanding any other provision herein, if the County of Marin is not already the tenant under this Lease at the time Landlord serves a Sale Notice, the County of Marin may respond to the Sale Notice as if it were Tenant and execute the County of Marin may proceed to a contract of sale with Landlordpurchase pursuant to the terms herein. If Tenant fails to execute a contract of sale within such fifteen (15) day period Landlord shall be free to sell to such bona fide offeror. The provisions serve any Sale Notice upon both Tenant and the County of this section shall apply to a transfer of fifty (50%) percent or more of either (i) the shares of capital stock of a corporation or (ii) the interest in any limited or general partnershipMarin.

Tenant’s Right of First Offer. Section 10.01. In Provided that Tenant is not then in material default of any obligation under this Lease at the event time of its receipt of a Sale Notice (as defined below), should Landlord determine that at it desires to sell any time interest in the Leased Premises during the Term hereof Term, Landlord shallshall deliver a written notice (“Sale Notice”) to Tenant describing such proposed sale, including the interest to be sold, the proposed purchase price, and the other material terms on which Landlord is, in good faith, determine prepared to sell the Demised Premises, Landlord shall 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 make such sale. Tenant shall have ninety twenty- one (9021) days from receipt following delivery of the Sale Notice to accept respond by notifying Landlord, in writing, of its intent to negotiate a binding agreement for such offer; in the event that Tenant accepts the offer, Tenant shall have fifteen (15) days to execute a contract of sale with LandlordLandlord (“Tenant Response”). Landlord and Tenant thereafter shall diligently and in good faith seek to complete such negotiations. If Tenant fails to accept deliver a Tenant Response within such offertwenty-one (21) day period or if Landlord and Tenant, Landlord may offer the Demised Premises despite their diligent, good faith efforts, fail or are unable to such other prospective purchaser as Landlord may desire agree upon the terms and for the amount contained in Landlord's initial offer, provided, however, that if Landlord does not execute a contract conditions of sale with such other prospective purchaser upon such terms agreement within nine months and 15 fifteen business (15) days from following the date of the Tenant Response, Landlord first submitted an offer shall have the right, for a period of twelve (12) months, to make such sale to a third party for a price and on material terms and conditions that are not more favorable to the purchaser than those offered to Tenant, provided that Landlord may may, during such twelve (12) month period, sell the portion of the Leased Premises described in the Sale Notice to another purchaser for up to five percent (5%) less than the price offered to Tenant, and a sale for up to five percent (5%) less than the sales price offered to the Tenant shall deemed to be a sale which is not sell or convey more favorable to the Demised Premises without again complying with this Sectionpurchase than a sale upon the terms offered Tenant in the Sale Notice, provided the other material terms of such sale are also not more favorable to such purchaser. In the event that Landlord receives desires to sell the Leased Premises any time after the original twelve (12) month period has elapsed under any terms, or if Landlord desires to sell the Leased Property during such twelve (12) month period for a subsequent bona fide offer upon different price and/or material terms and Landlord is willing which are more favorable to accept the proposed purchaser than those offered to the Tenant, then, prior to competing such offersale, Landlord shall advise Tenant that it has received such offer must first deliver a new Sale Notice to Tenant, and enclose a copy of such offer. Tenant shall thereupon have fifteen (15) days the rights granted hereunder with respect to accept such offer subsequently proposed sale. Notwithstanding any other provision herein, if the County of Marin is not already the tenant under this Lease at the time Landlord serves a Sale Notice, the County of Marin may respond to the Sale Notice as if it were Tenant and execute the County of Marin may proceed to a contract of sale with Landlordpurchase pursuant to the terms herein. If Tenant fails to execute a contract of sale within such fifteen (15) day period Landlord shall be free to sell to such bona fide offeror. The provisions serve any Sale Notice upon both Tenant and the County of this section shall apply to a transfer of fifty (50%) percent or more of either (i) the shares of capital stock of a corporation or (ii) the interest in any limited or general partnershipMarin.

Tenant’s Right of First Offer. Section 10.01. In (a) If Tenant does not elect to send ----------------------------- an Election Notice in accordance with the provisions of paragraph 15 above, and further provided that no event that at any time during the Term hereof Landlord shall, in good faith, determine to sell the Demised Premises, Landlord shall 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 default shall have ninety (90) days from receipt to accept such offer; occurred and be continuing, in the event that any space in the basement, second, third or forth floors of the Building becomes available by reason of a lease termination (such space being hereinafter referred to as "Vacated Space," the Landlord agreeing that it shall not renew the lease for any Vacated Space without first offering the Vacated Space to the Tenant accepts pursuant to this paragraph 16 unless the offerexisting tenant has, as of the date of this Fourth Amendment, an explicit right of renewal for the Vacated Space in its lease, or an existing lease specifically grants, as of the date of this Fourth Amendment, to an existing tenant the right to lease any of the Vacated Space), the Landlord shall give the Tenant notice of the availability of such Vacated Space (including the proposed date of delivery of the Vacated Space), such notice to also set forth the proposed rental rate for such space, rent escalation, utility payments and such other terms upon which the Landlord intends to market and lease such Vacated Space (the "Landlord's Notice"). If the Tenant shall desire to lease such Vacated Space, the Tenant shall give written notice to Landlord of the Tenant's acceptance of the Landlord's Notice not later than fifteen business days following receipt of the Landlord's Notice (and if the Vacated Space is on the second or third floor, Tenant's notice shall also state the term for which Tenant elects to lease such space, which shall be no less than ten and no more than fifteen years), time being of the essence with respect to the Tenant's giving of such notice. If the Tenant shall give notice of its election to lease the Vacated Space, and provided that no event of default shall have occurred and be continuing and that this Lease shall not have been terminated, an amendment to this Lease shall be offered to the Tenant covering the Vacated Space which shall reflect the rental terms and other terms set forth in the Landlord's Notice and which shall otherwise contain substantially the same terms as set forth herein wherever possible and, (i) with respect to Vacated Space in the basement, shall provide for a term ending concurrently with this Lease, (ii) with respect to Vacated Space on the fourth floor, shall provide for a term expiring at the Tenant's option on December 31, 2007 or December 31, 2012 (the Tenant to specify which term it elects when it notifies the Landlord as to whether it elects to lease such Vacated Space), and (iii) with respect to Vacated Space on the second or third floor, shall provide for a term ending as of the last day of the calendar month in which the appropriate anniversary of the commencement date for such space occurs. If the Tenant does not give written notice accepting the Landlord's Notice in a timely manner, the Tenant shall be deemed not to have leased the Vacated Space, and the Landlord may thereafter lease such Vacated Space to a third party on such terms as the Landlord in its sole discretion shall determine (including renewal options, if any) and the Tenant shall have fifteen (15) days no further right to execute a contract of sale with Landlord. If Tenant fails to accept such offer, Landlord may offer lease the Demised Premises to such other prospective purchaser as Landlord may desire upon Vacated Space when the terms and for same becomes available in the amount contained in Landlord's initial offer, future; provided, however, that if in connection with the first leasing of the Vacated Space following the delivery of Landlord's Notice, the Landlord offers to lease the Vacated Space to a third party for a net effective rental, the present value of which (discounted at a rate of 9% per annum) is less than 90% of the present value (discounted at the rate of 9% per annum) of the net effective rental rate set forth in Landlord's Notice to the Tenant for such space, then the Landlord shall again offer such Vacated Space to the Tenant as provided in this Fourth Amendment at such reduced rental rate (the "Landlord's Second Notice"). The Tenant shall be obligated to respond to the Landlord's Second Notice, or any new lease offered in connection therewith in the same manner and within the same time as set forth above, time being of the essence. If the Tenant does not execute give written notice accepting the Landlord's Second Notice in a contract of sale with timely manner, the Landlord may thereafter lease such other prospective purchaser upon Vacated Space to a third party on such terms within nine months as the Landlord in its sole discretion shall determine (including renewal options, if any) 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 no further right to lease the Vacated Space when the same become available in the future, subject only to the provisions of paragraph (15b) days to accept such offer and execute a contract of sale with Landlordbelow. If Tenant fails The parties shall endeavor to execute a contract of sale lease amendment within such fifteen (15) day period thirty days. If the Tenant has timely given written notice accepting the Landlord's Notice or the Landlord's Second Notice, as the case may be, but fails to timely execute a lease amendment, the Tenant shall nonetheless be obligated to lease from the Landlord, and the Landlord shall be free obligated to sell lease to such bona fide offeror. The provisions of this section the Tenant, the Vacated Space on the terms and conditions set forth in the Landlord's Notice or the Landlord's Second Notice, as the case may be, and the Lease shall apply to a transfer of fifty (50%) percent or more of either (i) the shares of capital stock of a corporation or (ii) the interest in any limited or general partnershipbe deemed amended accordingly.