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

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, during a. Tenant shall have a one time right of first refusal with respect to the Term of Premises as hereinafter set forth. If at any time this LeaseLease is in full force and effect, Landlord shall receive an a bona fide offer from any third party for the purchase of the Premises, which offer Landlord shall desire to purchase the Premises and accept, Landlord desires shall promptly deliver to accept Tenant a copy of 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 The delivery of the Offer Notice to Tenant desires shall constitute a written offer by Landlord to acquire sell the Premises to Tenant upon the same terms and conditions as set forth in the Offer Notice. Provided that no Event of Default has occurred and is continuing, Tenant may, within twenty (20 )business days after receipt of the Offer Notice, elect to purchase the Premises on the same terms and conditions as those set forth in Landlord's the Offer Notice, Tenant shall give Notice by delivering to Landlord notice thereof within said twenty (the "Tenant's Acceptance Notice") within the earlier to occur of (a) five (520) business days after a written acceptance of such offer together with a non-refundable deposit equal to five percent (5%) of the date on which gross purchase price (or such larger deposit as may be required by the terms of the third party offer). If Tenant accepts the offer, Landlord gives shall convey the Premises to Tenant Landlord's Offer Notice, if Tenant shall have declined a Sale Offer or Reduced Offer within in accordance with the preceding twelve (12) month period or provisions of paragraph (b) thirty below (30except that the deed shall be subject to any encumbrances contemplated by the Offer Notice) 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 pay to Landlord the purchase price and deliver other consideration as set forth in the Purchase AgreementOffer Notice. If Tenant does not give fails to accept the offer within the time period herein specified, Tenant's Acceptance Notice to Landlord within such five (5) business day period or thirty (30) day period, as applicable, right of first refusal under this Lease shall terminate and be null and void and Landlord shall be entitled free to, but not obligated to, complete the proposed sale of the Premises, provided that the terms on which such sale is consummated are not more favorable to accept Landlordthe purchaser (except in DE MINIMIS respects) than the terms offered to Tenant pursuant to the Offer Notice. Tenant's Offer right of first refusal shall become null and consummate void upon the first sale of the Premises free to a bona fide third party. The term, "the right of Tenantfirst refusal" in this paragraph shall be inapplicable to a transfer to any Person affiliated with Landlord. The provisions of this paragraph shall not apply to or prohibit: (i) any mortgaging, subjection to deed of trust or other hypothecation of Landlord's rights interest in the Premises; (ii) any sale of the Premises pursuant to a private power of sale, under, or judicial foreclosure of, any mortgage, deed of trust or other security instrument or devise to which Landlord's interest in the Premises is now or hereafter subject; (iii) any transfer of Landlord's interest in the Premises to a mortgagee, beneficiary under this Section 9.2deed of trust or other holder of a security interest therein by deed in lieu of foreclosure; or (iv) any transfer of the Premises to any governmental or quasi-governmental agency with power of condemnation.

Tenant’s Right of First Refusal. IfProvided Tenant is not then in default under any of the terms, during the Term covenants and conditions of this Lease, prior to the end of the Initial Ten-n of this Lease, or if the same is renewed, the Renewal Term, if Landlord shall receive receives an offer to purchase the Premises Property which Landlord is inclined to accept, Landlord shall notify Tenant in writing of the purchase price, closing date and Landlord desires to accept other material terms of such offer (the "Landlord's OfferNotice"), Landlord and Tenant shall give written notice of have the night to purchase the Property on the terms of such offer by notifying Landlord in writing not later than ten (I 0) days following the date of Landlord's Offer and LandlordNotice of Tenant's desire to accept match the offer stated in Landlord's Offer to Tenant Notice (the "LandlordTenant's Offer NoticeAcceptance"). If Thereafter, Landlord shall tender to Tenant desires an agreement to acquire sell the Premises Property to Tenant on the terms and conditions contained 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 issue a Tenant's Acceptance Notice to within ten (10) days following receipt of Landlord's Notice, or having issued a Tenant's Acceptance, does not execute an agreement of sale tendered by 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 ten days of after submission of the Premises free same by Landlord for signature by Tenant, or having signed an agreement of sale, does not close in accordance with the terms thereof, Tenant's rights under 'purchase the Property pursuant to this Section 9.2Article ' ) 6 and Article ' ) 5 above shall terminate, and Landlord shall thereafter have no obligation to provide to Tenant a Landlord's Notice, and Tenant's option to purchase shall terminate and thereafter be of no force and effect. All times set forth herein are of the essence.

Tenant’s Right of First Refusal. If, at any time during the Lease ------------------------------- Term of this Lease, Landlord shall receive an offer to purchase (as the Premises and Landlord desires to accept such offer (the "Landlord's Offer"same may be extended), Landlord Shall desire to transfer Landlord's Estate, then Landlord shall give first offer to Tenant the opportunity to purchase Landlord's Estate by giving Tenant written notice of the terms upon which it would be willing to sell Landlord's Estate ("Landlord's First Offer"). Tenant shall have the exclusive right to purchase Landlord's Estate upon the terms and conditions stated in Landlord's First Offer, which Tenant may exercise only by giving written notice to Landlord of Tenant's exercise of said right within thirty (30) days following the date of receipt by Tenant of Landlord's Offer and Landlord's desire to accept Landlord's Offer to Tenant (the "Landlord's Offer Notice")First Offer. If Tenant desires to acquire the Premises timely exercises its right, it shall purchase Landlord's Estate on the terms and conditions contained 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, andFirst offer. However, 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 Tenantso accept Landlord's Acceptance Notice to Landlord First Offer within such five (5) business day period or said thirty (30) day period, then Landlord may sell Landlord's Estate to any third party for the same purchase price contained in Landlord's First Offer and otherwise on the same terms and conditions contained in Landlord's First Offer so long as applicablesuch sale and transfer is consummated within one hundred twenty (120) days after delivery to Tenant of Landlord's First Offer. If, within said one hundred twenty day (120) period, Landlord receives a bona fide offer from a third party to purchase Landlord's Estate for a price less than that contained in Landlord's First Offer, or Landlord shall be entitled receive a bona fide offer from a third party to purchase Landlord's Estate for the price contained in Landlord's First Offer and not otherwise on the same terms and conditions contained in Landlord's First Offer, and Landlord desires to accept such offer, then Landlord shall give written notice to Tenant setting forth the terms of such offer and the fact that Landlord is willing to accept such offer ("Landlord's Offer Second Notice"). Tenant shall have the right to purchase Landlord's Estate at the price and consummate upon the sale of the Premises free terms and conditions stated in Landlord's Second Notice exercisable by giving written notice to Landlord of Tenant's rights under exercise of such right within fifteen (15) days following the day that Tenant receives Landlord's Second Notice. In the event that Tenant shall elect to so purchase Landlord's Estate, then it shall do so upon the terms and conditions contained in Landlord's Second Notice. If Tenant does not notify Landlord of its agreement to purchase Landlord's Estate upon such terms within said fifteen (15) day period, then Landlord may sell Landlord's Estate to any third party in strict accordance with the terms and conditions contained in Landlord's Second Notice. If Landlord's Estate has not been sold and transferred after one hundred twenty (120) days have passed since Tenant shall have received Landlord's First Offer, then any election by Landlord to assign and sell Landlord's Estate shall be deemed a new determination to do so and shall be subject to all of the procedures set forth in this Section 9.2paragraph. Notwithstanding the election of Tenant not to exercise the right of first refusal contained in this paragraph, the provisions of this paragraph shall continue to apply to any successor in interest of Landlord. Notwithstanding anything contained herein, the provisions of this paragraph 14.2 shall not apply to any transfer by Landlord of Landlord's Estate to a single entity (corporation, partnership or trust), the partners, shareholders or beneficial owners of which are all immediate family members of Xxxxxxx Xxxxxxxx (parents, siblings, children, grandchildren or great-grandchildren). No capital stock, partnership or other beneficial or ownership interest in any such entity may thereafter be transferred to any persons other than such immediate family members.

Tenant’s Right of First Refusal. IfIn the event of any bona fide, third party offer acceptable to Landlord or to its successors in interest, at any time or times during the Term of this LeaseLease as may be extended, Landlord for the sale of the Leased Premises, Landlord, prior to acceptance thereof, shall receive an give Tenant, with respect to each such offer, written notice thereof and a copy of said offer including the name and address of the proposed purchaser; and Tenant shall have the option and right of first refusal for five (5) days after receipt of such notice within which to elect 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 Leased Premises on the terms and conditions of said offer (“Tenant’s Right of First Refusal”). In order for Tenant to exercise its right to elect to purchase the Leased Premises pursuant to the Right of First Refusal granted in Landlord's Offer Noticethis paragraph, Tenant shall it must 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 such election to Landlord within such five (5) business day period or thirty (30) day period. If Tenant fails to provide such notice and proceed with due diligence to purchase the Leased Premises, as applicable, then Landlord shall be entitled may proceed to accept Landlord's Offer and consummate complete the sale of the Leased Premises free to the buyer stated in the written offer, or its designee, and Tenant’s Right of First Refusal will be waived forever. At Landlord’s request, Tenant agrees to execute a waiver in recordable form to be recorded at or after the date such sale is completed. Tenant’s failure at any time to exercise its option under this paragraph shall not affect this Lease and the continuance of Tenant's ’s rights under this Section 9.2Lease, other than its rights under this paragraph.

Tenant’s Right of First Refusal. If, a) Tenant shall have a right of first refusal (“Right of Refusal”) to lease any additional space in the Building which becomes available during the Term (“Additional Space”). If Landlord has Additional Space available and receives a bona fide offer (the “Offer”) to lease the Additional Space from a third party (“Offeror”) which Landlord is willing to accept, Landlord shall send written notice to Tenant, which notice shall set forth the terms of the third party offer (“Landlord’s Notification”). Within ten (10) Business Days after receipt of Landlord’s notice, Tenant shall reply by written notice either accepting the Additional Space on the same terms and conditions of the third party offer, or rejecting the same. Failure to respond within the ten (10) day period shall constitute a rejection of the Additional Space. If Tenant accepts the Additional Space, the Additional Space shall be added to the Premises by amendment to this Lease, which shall include an adjustment of tenant’s Proportionate Share to include such Additional Space and such other changes as may be appropriate and as are agreed to by the parties. In the event Tenant rejects the Offer, then Landlord shall receive an may proceed to enter into a lease for such Additional Space with the Offeror on terms no more favorable than contained in the Offer provided such lease is executed by the Landlord and the Offeror and the Offeror takes possession of the Additional Space within six (6) months from the date of the Offer. In the event a new offer is tendered or received by Landlord, Landlord must again submit such new 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 accordance with this Section 9.243.

Tenant’s Right of First Refusal. If, If at any time during the Lease Term of this Lease, Landlord shall receive an offer to purchase (as the Premises and Landlord desires to accept such offer (the "Landlord's Offer"same may be extended), Landlord shall give desire to transfer Landlord’s Estate, then Landlord shall first offer to Tenant the opportunity to purchase Landlord’s Estate by giving Tenant written notice of the terms upon which it would be willing to sell Landlord’s Estate (“Landlord’s First Offer”). Tenant shall have the exclusive right to purchase Landlord’s Estate upon the terms and conditions stated in Landlord’s First Offer, which Tenant may exercise only by giving written notice to Landlord of Tenant’s exercise of said right within thirty (30) days following the date of receipt by Tenant of Landlord's Offer and Landlord's desire to accept Landlord's Offer to Tenant (the "Landlord's Offer Notice")’s First Offer. If Tenant desires to acquire the Premises timely exercises its right, it shall purchase Landlord’s Estate on the terms and conditions contained 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’s First Offer. However, 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 so accept Landlord’s First Offer within such five (5) business day period or said thirty (30) day period, then Landlord may sell Landlord’s Estate to any third party for the same purchase price contained in Landlord’s First Offer and otherwise on the same terms and conditions contained in Landlord’s First Offer so long as applicablesuch sale and transfer is consummated within one hundred twenty (120) days after delivery to Tenant of Landlord’s First Offer. If, within said one hundred twenty day (120) period, Landlord receives a bona fide offer from a third party to purchase Landlord’s Estate for a price less than that contained in Landlord’s First Offer, or Landlord shall receive a bona fide offer from a third party to purchase Landlord’s Estate for the price contained in Landlord’s First Offer and not otherwise on the same terms and conditions contained in Landlord’s First Offer and Landlord desires to accept such offer, then Landlord shall give written notice to Tenant setting forth the terms of such offer and the fact that Landlord is willing to accept such offer (“Landlord’s Second Notice”). Tenant shall have the right to purchase Landlord’s Estate at the price and upon the terms and conditions stated in Landlord’s Second Notice exercisable by giving written notice to Landlord of Tenant’s exercise of such right within fifteen (15) days following the day that Tenant receives Landlord’s Second Notice. In the event that Tenant shall elect to so purchase Landlord’s Estate, then it shall do so upon the terms and conditions contained in Landlord’s Second Notice. If Tenant does not notify Landlord of its agreement to purchase Landlord’s Estate upon such terms within said fifteen (15) day period, then Landlord may sell Landlord’s Estate to any third party in strict accordance with the terms and conditions contained in Landlord’s Second Notice. If Landlord’s Estate has not been sold and transferred after one hundred twenty (120) days have passed since Tenant shall have received Landlord’s First Offer, then any election by Landlord to assign and sell Landlord’s Estate shall be entitled deemed a new determination to accept Landlord's Offer do so and consummate the sale shall be subject to all of the Premises free procedures set forth in this Section. Notwithstanding the election of Tenant's rights under Tenant not to exercise the right of first refusal contained in this Section, the provisions of this Section 9.2shall continue to apply to any successor in interest of Landlord. Notwithstanding anything contained herein, the provision of this Section 14.2 shall not apply to any transfer among the members of Landlord existing on the Execution Date or the transfer by such members to any family trust or Limited Liability Company permitted by the terms of Operating Agreement of the Landlord in effect on the Execution Date so long as the rights granted to Tenant in such Operating Agreement are adhered to.

Tenant’s Right of First Refusal. If, during a) Subject to the Term rights of tenants of the Building as of the date of this Lease, Landlord Tenant shall receive an offer have a right of first refusal ("Right of Refusal") to purchase lease any additional space which becomes available in the Building contiguous to the Premises during the Term ("Additional Space"). If Landlord has Additional Space available and Landlord desires to accept such receives a bona fide offer (the "Landlord's Offer")) to lease the Additional Space from a third party ("Offeror") which Landlord is willing to accept, Landlord shall give send written notice of to Tenant, which notice shall set forth the terms of the third party offer. Within ten (10) days after receipt of Landlord's Offer notice, Tenant shall reply by written notice either accepting the Additional Space on the same terms and Landlord's desire conditions of the third party offer, or rejecting the same. Failure to accept Landlord's Offer to Tenant respond within the ten (10) day period shall constitute a rejection of the "Landlord's Offer Notice")Additional Space. If Tenant desires accepts the Additional Space, the Additional Space shall be added to acquire the Premises on the terms and conditions in Landlord's Offer Noticeby amendment to this Lease, Tenant which 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 include an adjustment of Tenant's rights under Proportionate Share and such other changes as may be appropriate. In the event Tenant rejects the Offer, then Landlord may proceed to enter into a lease for such Additional Space with the Offeror provided such lease is executed by the Landlord and the Offeror within six (6) months from the date of the Offer. In the event a new offer is tendered or received by Landlord, Landlord must again submit such new offer to Tenant in accordance with this Section 9.243.

Tenant’s Right of First Refusal. If, during a) Subject to the Term rights of tenants of the Building as of the date of this Lease, Landlord Tenant shall receive an offer have a right of first refusal ("Right of Refusal") to purchase lease any additional space which becomes available in the Building contiguous to the Premises during the Term ("Additional Space"). If Landlord has Additional Space available and Landlord desires to accept such receives a bona fide offer (the "Landlord's OfferOffer")to lease the Additional Space from a third party (")Offeror") which Landlord is willing to accept, Landlord shall give send written notice of to Tenant, which notice shall set forth the terms of the third party offer. Within ten (10) days after receipt of Landlord's Offer notice, Tenant shall reply by written notice either accepting the Additional Space on the same terms and Landlord's desire conditions of the third party offer, or rejecting the same. Failure to accept Landlord's Offer to Tenant respond within the ten (10) day period shall constitute a rejection of the "Landlord's Offer Notice")Additional Space. If Tenant desires accepts the Additional Space, the Additional Space shall be added to acquire the Premises on the terms and conditions in Landlord's Offer Noticeby amendment to this Lease, Tenant which 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 include an adjustment of Tenant's rights under Proportionate Share and such other changes as may be appropriate. In the event Tenant rejects the Offer, then Landlord may proceed to enter into a lease for such Additional Space with the Offeror provided such lease is executed by the Landlord and the Offeror within six (6) months from the date of the Offer. In the event a new offer is tendered or received by Landlord, Landlord must again submit such new offer to Tenant in accordance with this Section 9.243.

Tenant’s Right of First Refusal. If, during prior to the Term expiration of the Option Period (as defined in Section 10.1 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 of 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, and Landlord and Tenant shall promptly thereafter execute enter into a purchase and deliver sale agreement in accordance with the Purchase Agreement. If terms and conditions of Landlord's Offer Notice; 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 9.210.4.

Tenant’s Right of First Refusal. IfProvided 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 shall receive receives an offer Offer of Purchase for or if Landlord decides to purchase sell all, several or any of the Premises and Landlord desires to accept such offer (the "Landlord's Offer")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 terms Sale Properties or of Landlord's receipt of an Offer and Landlord's desire to accept Landlord's Offer to Tenant (of Purchase for the "Landlord's Offer Notice"). If Tenant desires to acquire the Premises on Sale Properties, together with the terms and conditions contained in Landlord's any such Offer Noticeof Purchase. To exercise this right of first refusal, Tenant shall must give Landlord written notice thereof (that Tenant intends to purchase all of the "Tenant's Acceptance Notice") Sale Properties 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 receipt of 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 Agreementnotice. If Tenant does not give Tenant's Acceptance Notice notify Landlord of its intent to Landlord purchase all of the Sale Properties within such five (5) business day period or the thirty (30) day time period, as applicableLandlord will have the right to market and sell the Sale Properties, Landlord shall be entitled to accept and Landlord's Offer right to market and consummate sell will be free and clear of any rights, claims or interest of Tenant under this Section 26.2. If Tenant provides to Landlord its written notice of intent to purchase the Sale Properties within thirty days, the sale of the Premises free Sale Properties will be consummated through an escrow to be opened with a mutually acceptable title or escrow company, and will close within ninety (90) days following the date of Tenant's rights under this Section 9.2written notice to Landlord.

Tenant’s Right of First Refusal. If, If during the Term of this LeaseLease Landlord receives a bona fide third party offer to purchase the Premises which it wishes to accept, Tenant shall the right to acquire ownership of the Premises on the same terms and conditions set forth in the third party offer. In the event Landlord receives and wishes to accept an offer for the purchase of the Premises, Landlord shall receive an offer deliver to Tenant a notice (the "First Refusal Notice") setting forth (i) the identity of the offeree, and (ii) each of the material terms of the proposed transaction. Tenant shall have fifteen (15) days after receipt of the First Refusal Notice from Landlord (the "Right of First Refusal Period") to notify Landlord in writing of its intent to purchase the Premises on the terms set forth in the First Refusal Notice. By notifying Landlord within the Right of First Refusal Period, Tenant will be bound under this Lease to purchase the Premises from Landlord, and Landlord will be bound under this Lease to sell to Tenant, the Premises on such terms. If Tenant fails to respond to during the Right of First Refusal Period, Tenant shall be deemed to have elected not to purchase the Premises and Landlord desires shall have the right to accept sell the Premises without further obligation to Tenant. If Landlord agrees to sell the Premises to a prospective buyer for a price which is more than ten percent (10%) lower than the price originally offered to Tenant in the First Refusal Notice, then the Premises must be re-offered to Tenant at such offer lower price (the "Landlord's OfferRe-offer Notice"), . Tenant shall notify Landlord shall give written notice in writing within five (5) days of receipt of the terms Re-offer Notice whether it elects to purchase the Premises. If Tenant is the purchaser under this Section 11.17, then such purchase shall be on an "as is, where is" basis and Tenant shall release Landlord from any and all claims arising from or related to the condition of Landlord's Offer the Premises, including without limitation, claims arising under Environmental Laws or Applicable Laws. This right of first refusal shall only apply to the first sale of the Premises to occur after the Commencement Date and Landlord's desire shall be extinguished if Tenant fails to accept Landlord's Offer offer to Tenant (sell 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 9.2Premises.

Tenant’s Right of First Refusal. If, a) Tenant shall have a right of first refusal ("Right of Refusal") to lease any additional space which becomes available during the Term of this Lease, ("Additional Space"). If Landlord shall receive an offer to purchase the Premises has Additional Space available and Landlord desires to accept such receives a bona fide offer (the "Landlord's Offer") to lease the Additional Space from a third party ("Offeror") which Landlord is willing to accept, Landlord shall send written notice to Tenant (a "Landlord Notification"), which Landlord Notification shall give written notice of set forth the terms of Landlord's Offer the third party offer. Within ten (10) days after receipt of the Landlord Notification, Tenant shall reply by written notice either accepting the Additional Space on the same terms and Landlord's desire conditions of the third party offer, or rejecting the same. Failure to accept Landlord's Offer to Tenant respond within the ten (10) day period shall constitute a rejection of the "Landlord's Offer Notice")Additional Space. If Tenant desires accepts the Additional Space, the Additional Space shall be added to acquire the Premises on the terms and conditions in Landlord's Offer Noticeby amendment to this Lease, Tenant which 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 include an adjustment of Tenant's rights under Proportionate Share and such other changes as may be appropriate. In the event Tenant rejects the Offer, then Landlord may proceed to enter into a lease for such Additional Space with the Offeror on terms no more favorable than contained in the Offer provided such lease is executed by the Landlord and the Offeror and the Offeror takes possession of the Additional Space within six (6) months from the date of the Offer . In the event a new offer is tendered or received by Landlord, Landlord must again submit such new offer to Tenant in accordance with this Section 9.243.