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. 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, 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 first 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 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 deed 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. b. If Tenant shall accept such offer, the title closing shall take place within 20 business days after such acceptance. Landlord shall deliver to Tenant a Massachusetts quitclaim deed conveying the Premises as provided in paragraph (a) above and a certificate in customary form pursuant to section 1445 of the Internal Revenue Code of 1986, as amended; all costs of such transfer, and any closing and due diligence costs which the proposed purchaser would pay, shall be paid by Tenant. Unless all Rent and other sums due hereunder are paid in full at or prior to the title closing, Landlord may, at Landlord's rights under option, terminate Landlord's obligation to convey the Premises pursuant to this Section 9.2paragraph.

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. 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.