Tenant’s Right of First Refusal. If at any time during the Term of the Lease, Landlord receives any bona fide third party offer to lease any available space on the second floor of Building 200 (“ROFR Space”) which the Landlord is willing to accept (an “Offer”), Landlord agrees to give Tenant an opportunity (“Right(s) of First Refusal”) to lease the ROFR Space, provided the Tenant is not in Default at the time it elects to exercise any Right of First Refusal or at the time the ROFR Space would be added to the Premises. Tenant’s Right of First Refusal shall be subject and subordinate to any rights of tenants leasing space at the Project existing as of the execution date of this Agreement. If Landlord intends to accept an Offer to lease any ROFR Space to which Tenant’s Right of First Refusal is then applicable, Landlord shall deliver a copy of the Offer to Tenant, redacting the name of the prospective Tenant and any identifying information. Tenant’s Right of First Refusal as to any Offer shall be deemed rejected if not exercised by notice from Tenant to Landlord (an “Exercise Notice”) given within two (2) business days after Tenant’s receipt of the subject Offer (the “Exercise Period”). If an Exercise Notice is given by Tenant within the Exercise Period, this Lease shall be amended such that the ROFR Space shall become part of the Premises under this Lease as of the date set forth in the Offer. Landlord and Tenant shall, within thirty (10) days after such Exercise Notice by Tenant, execute a lease amendment providing for the incorporation of the ROFR Space into the Premises on the terms set forth in the Offer. Should Tenant reject the Offer, Landlord shall be free to lease the ROFR Space to the prospective tenant on economic terms substantially similar to those provided on the offer and Tenant shall have no further rights with respect to such ROFR Space. If Tenant fails to lease the ROFR space to the prospective tenant or any other prospective tenant on economic terms substantially similar to those provided in the Offer within six months after the date Tenant rejects said Offer, then Landlord shall be required to submit any future offers to lease on the ROFR space to Tenant in accordance with the terms of this Section 27.
Tenant’s Right of First Refusal. Prior to consummating a transaction whereby the REIT (or any holding company that directly or indirectly owns 100% of the REIT) or any of its subsidiaries (provided, however, that this provision will not apply if the MLSA/Guaranty has been terminated by Landlord, or CEC, or a subsidiary thereof, is otherwise no longer responsible for management of the Facilities with the written consent of Landlord ) will own, operate or develop a domestic (U.S.) gaming facility outside of the Gaming Enterprise District of Xxxxx County, Nevada (either existing prior to such date or to be developed), other than an Excluded CEC Opportunity (as defined below), Landlord shall notify Tenant and CEC of the subject opportunity. CEC (or its designee) shall have the right to lease (and Manager (or its affiliate) manage) such facility, and if such right is exercised Landlord and CEC (or its designee) will structure such transaction in a manner that allows the subject property to be owned by Landlord and leased to CEC (or its designee). In such event, CEC (or its designee) shall enter into a lease with respect to the additional property whereby (i) rent thereunder shall be established based on formulas consistent with the EBITDAR coverage ratio (determined based on the prior 12 month period) with respect to the Lease then in effect (the “Allocated Rent Amount”) and (ii) such other terms that CEC (or its designee) and Landlord agree upon shall be incorporated. In the event that the foregoing right is not exercised by CEC (or its designee), Landlord (or an affiliate thereof) shall have the right to consummate the subject transaction without Tenant’s and/or CEC’s involvement, provided the same is on terms no more favorable to the counterparty than those presented to Tenant for consummating such transaction. For purposes hereof, the term “Excluded CEC Opportunity” shall mean (i) any asset that is then subject to a pre-existing lease, management agreement or other contractual restriction that, in each case, is on arms-length terms, and (A) was not entered into in contemplation of such acquisition or development and (B) which is not going to be terminated upon or prior to closing of such transaction, (ii) any transaction for which the opco/propco structure would be prohibited by applicable laws, rules or regulations or which would require governmental consent, approval, license or authorization (unless already received or reasonably anticipated to be received prior to closing; it being und...
Tenant’s Right of First Refusal. If, during the Term of this Lease, Landlord shall receive an offer to purchase the Premises and Landlord desires to accept such offer (the "Landlord's Offer"), Landlord shall give written notice of the terms of Landlord's Offer and Landlord's desire to accept Landlord's Offer to Tenant (the "Landlord's Offer Notice"). If Tenant desires to acquire the Premises on the terms and conditions in Landlord's Offer Notice, Tenant shall give Landlord notice thereof (the "Tenant's Acceptance Notice") within the earlier to occur of (a) five (5) business days after the date on which Landlord gives Tenant Landlord's Offer Notice, if Tenant shall have declined a Sale Offer or Reduced Offer within the preceding twelve (12) month period or (b) thirty (30) days after the date on which Landlord gives Tenant Landlord's Offer Notice if Tenant shall not have declined a Sale Offer or Reduced Offer within the preceding twelve (12) month period, and, in the event that Tenant delivers a Tenant's Acceptance Notice, Landlord and Tenant shall promptly thereafter execute and deliver the Purchase Agreement. If Tenant does not give Tenant's Acceptance Notice to Landlord within such five (5) business day period or thirty (30) day period, as applicable, Landlord shall be entitled to accept Landlord's Offer and consummate the sale of the Premises free of Tenant's rights under this Section 9.2.
Tenant’s Right of First Refusal. If Landlord desires to Transfer the Fee Estate at any time prior to (x) the Scheduled Expiration Date or sooner termination of this Lease or (y) to the extent permissible under applicable Laws to grant a ROFR for this period, the date that is the first (1st) anniversary of the Scheduled Expiration Date or sooner termination of this Lease, and provided that no Event of Default then exist and Tenant is not then in material breach beyond any applicable cure period of the APA, then Landlord shall first offer (the “Landlord’s Offer”) to Transfer the Fee Estate to Tenant (or a purchaser Tenant procures) (“Tenant’s ROFR”) before offering it to any other Person, all as follows:
Tenant’s Right of First Refusal. In the event that at any time during the Term or the Extended Term, Landlord should receive an offer to acquire its interest in the whole or any portion of the Property, and if such offer is acceptable to Landlord, or if Landlord should make an offer to sell, convey or transfer the whole or any portion of its interest in the Property, the Tenant shall have, and Landlord does hereby grant to Tenant, the right of first refusal to acquire Landlord's interest in the Property under the same terms and conditions as such offer; provided, however, that if such offer to acquire or to sell, convey or transfer all or any portion of the Property is part of an offer to acquire other property from Landlord, in addition to all or any portion of the Landlord's interest in the Property, Tenant may exercise the right of first refusal granted in this Section 26.3 only by agreeing, to acquire all of the property which is the subject of the offer on the same terms, conditions and payment timetable as in the original offer. Upon receipt of any such acceptable offer or upon transmittal of any offer, Landlord shall certify a complete, true and correct copy of such offer to Tenant including all of the terms thereof. Tenant shall have a period of 20 days from the date of the receipt of such certification to exercise such right of first refusal by Notice to Landlord within such period. Failure to exercise the right with respect to any -60- 66 particular offer shall not terminate the right with respect to any other offer. If Tenant refuses to acquire the Property pursuant hereto and Landlord sells the Property to a third party, such sale shall provide that it is subject to the rights of Tenant under this Lease.
Tenant’s Right of First Refusal. The parties agree on the following regarding the Tenant’s right of first refusal in the event that Landlord decides to sell the Land during the term of this Lease:
Tenant’s Right of First Refusal. Anything in this Restated Lease contained to the contrary notwithstanding, if Landlord or the Power Test Lessor, as the case may be, at any time during the Term receives one or more bona fide offers from third parties to convey the Fee Estate of a Property that Tenant has elected to treat as a ROFR Property pursuant to Section 15.2.3, which offer Landlord, the Leemilt's Lessor, the Power Test Lessor, or the Gettymart Lessor, as the case may be, intends to accept, then, provided that Landlord has not terminated this Restated Lease on account of an uncured Material Monetary Event of Default, Landlord, the Leemilt's Lessor, the Power Test Lessor, or the Gettymart Lessor, as the case may be, agrees to notify Tenant in writing, which Notice shall contain the name and address of the offeror and the proposed contract of sale (containing the price, deposit amount and all other material terms and conditions of such offer) (such Notice being referred to hereinafter as the "Third Party Offer Notice"). Tenant shall have four (4) Business Days from and after its receipt of the Third Party Offer Notice to provide Landlord with Notice of its election to purchase the ROFR Property that is the subject of such Third Party Offer Notice (such right to purchase any such ROFR Property being referred to hereinafter as the "Right of First Refusal").
Tenant’s Right of First Refusal. If Landlord desires to Transfer the Fee Estate at any time prior to (x) the Scheduled Expiration Date or sooner termination of this Lease or (y) to the extent permissible under applicable Laws to grant a ROFR for this period, the date that is the first (1st) anniversary of the Scheduled Expiration Date or sooner termination of this Lease, then Landlord shall first offer (the “Landlord’s Offer”) to Transfer the Fee Estate to Tenant (or a purchaser Tenant procures) (“Tenant’s ROFR”) before offering it to any other Person, all as follows:
Tenant’s Right of First Refusal. This Rider is attached to and a part of that certain Lease Agreement dated as of August 4, 1998, executed by and between B. O. III, LTD., a Texas limited partnership ("Landlord"), and VIGNETTE, INC., a Delaware corporation ("Tenant). Any capitalized term used but not defined herein shall have the meaning assigned to it in the provisions designated in the Lease as the Supplemental Lease Provisions. Landlord and Tenant mutually agree as follows:
Tenant’s Right of First Refusal. Provided that no Event of Default specified in Sections 17.1 (a), (e), (f) or (g) hereof has occurred and is continuing, and if at any time during the Fixed Term or the Extended Term of this Lease, Landlord receives an Offer of Purchase for or if Landlord decides to sell all, several or any of the Emeritus Properties, Landlord shall first give Tenant the privilege to purchase such Sale Properties. Landlord shall give to Tenant written notice of Landlord's decision to sell the Sale Properties or of Landlord's receipt of an Offer of Purchase for the Sale Properties, together with the terms and conditions contained in any such Offer of Purchase. To exercise this right of first refusal, Tenant must give Landlord written notice that Tenant intends to purchase all of the Sale Properties within thirty (30) days after receipt of Landlord's notice. If Tenant does not notify Landlord of its intent to purchase all of the Sale Properties within the thirty (30) day time period, Landlord will have the right to market and sell the Sale Properties, and Landlord's right to market and sell will be free and clear of any rights, claims or interest of Tenant under this Section 26.
