Common use of Termination of Right of First Offer Clause in Contracts

Termination of Right of First Offer. The rights contained in this Section 1.2 shall be personal to the Original Tenant or a Permitted Assignee, as the case may be, and may only be exercised by the Original Tenant or a Permitted Assignee, as the case may be (and not any other assignee, or any sublessee or other transferee of Tenant’s interest in this Lease) if the Original Tenant or a Permitted Assignee, as the case may be, occupies at least two (2) full floors of the Premises. Landlord shall have no obligation to provide a First Offer Notice to Tenant, and Tenant shall not have the right to lease First Offer Space in the event that less than two (2) years remain prior to the Lease Expiration Date, as same may be extended pursuant to the terms of Section 2.2 below. Tenant shall not have the right to lease First Offer Space, as provided in this Section 1.2, if, as of the date of the attempted exercise of the Right of First Offer by Tenant, or as of the scheduled date of delivery of such First Offer Space to Tenant, Tenant is in default (beyond any applicable notice and cure period) under this Lease or Tenant has previously been in default (beyond any applicable notice and cure period) under this Lease more than once in the immediately preceding twelve (12) month period.

Termination of Right of First Offer. The rights contained in this Section 1.2 1.3 shall be personal to the Original Tenant or a and any Permitted Assignee, as the case may beTransferee, and may only be exercised by the Original Tenant or a and any Permitted Assignee, as the case may be Transferee (and not by any other assignee, or any sublessee or other transferee of Tenant’s interest in this the Lease) if the Original Tenant or a Permitted Assignee, as the case may be, occupies at least two three (23) full floors in the Building (whether under this Lease and/or the existing “Sublease” (as that term is defined in Section 2.1 below)) as of the Premises. Landlord shall have no obligation to provide a First Offer Notice to Tenant, and Tenant shall not have date of the attempted exercise of the right to lease of first offer by Tenant and as of the scheduled date of delivery of such First Offer Space in the event that less than two (2) years remain prior to the Lease Expiration Date, as same may be extended pursuant to the terms of Section 2.2 belowTenant. Tenant shall not have the right to lease First Offer Space, as provided in this Section 1.21.3, if, as of the date of the attempted exercise of the Right any right of First Offer first offer by Tenant, or or, as of the scheduled date of delivery of such First Offer Space to Tenant, Tenant is in default (under this Lease beyond any the applicable notice and cure period) under periods provided in this Lease or Tenant has previously been in default (under this Lease beyond any applicable notice and cure period) under period set forth in this Lease more than once in during the immediately preceding prior twelve (12) month period.

Termination of Right of First Offer. The rights contained in this Section 1.2 10 shall be personal to the Original Lessee and any Tenant or a Permitted Affiliate Assignee, as the case may be, and may only be exercised by the Original Tenant Lessee or a Permitted Tenant Affiliate Assignee (and not by any assignee, sublessee or other transferee) if Original Lessee or Tenant Affiliate Assignee, as the case may be (and not any other assignee, or any sublessee or other transferee of Tenant’s interest in this Lease) if the Original Tenant or a Permitted Assignee, as the case may beapplicable, occupies at least two (2) full floors of the entire Premises. Landlord The right of first offer granted herein shall have no obligation terminate as to provide a First Offer Notice to Tenant, and Tenant shall not have the right to lease particular First Offer Space in upon the event that less than two (2) years remain prior failure by Lessee to the Lease Expiration Date, exercise its right of first offer with respect to such First Offer Space as same may be extended pursuant to the terms of Section 2.2 belowoffered by Lessor. Tenant Lessee shall not have the right to lease First Offer Space, as provided in this Section 1.210, if, as of the date of the attempted exercise of any right of first offer by Lessee, as of the Right of date Lessor and Lessee execute the First Offer by TenantAmendment, or as of the scheduled date of delivery of such First Offer Space to TenantLessee, Tenant Lessee is in default (under the Lease, as amended, beyond any applicable notice and cure period) under this Lease period expressly set forth in the Lease, as amended, or Tenant Lessee has previously been in default (under the Lease, as amended, beyond any applicable notice and cure period) under this Lease period expressly set forth in the Lease, as amended, more than once in during the immediately preceding twelve (12) month periodperiod (the (“Option Conditions”); provided Lessor shall have the right to waive the Option Conditions in Lessor’s sole discretion.

Termination of Right of First Offer. The rights contained in this Section 1.2 10 shall be personal to the Original Lessee and any Tenant or a Permitted Affiliate Assignee, as the case may be, and may only be exercised by the Original Tenant Lessee or a Permitted Tenant Affiliate Assignee (and not by any assignee, sublessee or other transferee) if Original Lessee or Tenant Affiliate Assignee, as the case may be (and not any other assignee, or any sublessee or other transferee of Tenant’s interest in this Lease) if the Original Tenant or a Permitted Assignee, as the case may beapplicable, occupies at least two (2) full floors of the entire Premises. Landlord The right of first offer granted herein shall have no obligation terminate as to provide a First Offer Notice to Tenant, and Tenant shall not have the right to lease particular First Offer Space in upon the event that less than two (2) years remain prior failure by Xxxxxx to the Lease Expiration Date, exercise its right of first offer with respect to such First Offer Space as same may be extended pursuant to the terms of Section 2.2 belowoffered by Lessor. Tenant Lessee shall not have the right to lease First Offer Space, as provided in this Section 1.210, if, as of the date of the attempted exercise of any right of first offer by Xxxxxx, as of the Right of date Lessor and Lessee execute the First Offer by TenantAmendment, or as of the scheduled date of delivery of such First Offer Space to TenantLessee, Tenant Lessee is in default (under the Lease, as amended, beyond any applicable notice and cure period) under this Lease period expressly set forth in the Lease, as amended, or Tenant Lessee has previously been in default (under the Lease, as amended, beyond any applicable notice and cure period) under this Lease period expressly set forth in the Lease, as amended, more than once in during the immediately preceding twelve (12) month periodperiod (the (“Option Conditions”); provided Lessor shall have the right to waive the Option Conditions in Lessor’s sole discretion.

Termination of Right of First Offer. The rights contained in this Section 1.2 SECTION 1.3 shall be personal to the Original Tenant or a Permitted Assignee, as the case may beTenant, and may only be exercised by the Original Tenant or a Tenant, its Affiliates and any Permitted Assignee, as the case may be Assignee (and not any other assignee, or any sublessee or other transferee of the Original Tenant’s 's interest in this Lease) if the Original Tenant or a Permitted Assignee, ). The right of first offer granted herein shall terminate as the case may be, occupies at least two (2) full floors of the Premises. Landlord shall have no obligation to provide a First Offer Notice to Tenant, and Tenant shall not have the right to lease particular First Offer Space in upon (i) a subsequent non-Affiliate owner (specifically including, but not limited to, a lender who takes ownership, whether by foreclosure, a deed-in-lieu of foreclosure, or otherwise) taking ownership of the event that less than two Building or either of the FO Buildings, or (2ii) years remain prior the failure by Tenant to the Lease Expiration Date, exercise its right of first offer with respect to such First Offer Space as same may be extended pursuant to the terms of Section 2.2 belowoffered by Landlord. Tenant shall not have the right to lease First Offer Space, as provided in this Section 1.2SECTION 1.3, if, as of the date of the attempted exercise of the Right any right of First Offer first offer by Tenant, or as of the scheduled date of delivery of such First Offer Space to Tenant, Tenant is in default under this Lease (beyond any applicable notice and cure periodperiods) under this Lease or Tenant has previously been in economic default under this Lease (beyond any applicable notice and cure periodperiods) under this Lease more than once in twice during the immediately preceding twelve previous nine (129) month period.

Termination of Right of First Offer. The rights contained in this Section 1.2 7 shall be personal to the Original Tenant or a Permitted Assigneeand any Approved Assignee (as defined in Section 3.2.1, as the case may beabove), and may only be exercised by the Original Tenant or a Permitted Assignee, as the case may be (and not any other assignee, or any sublessee or other transferee of the Original Tenant’s interest in this the Lease) if the Original Tenant or a Permitted Assignee, occupies the entire Premises. The right of first offer granted herein shall terminate as the case may be, occupies at least two (2) full floors to any particular portion of the Premises. Landlord shall have no obligation to provide a First Offer Notice to Tenant, and Tenant shall not have the right to lease First Offer Space in upon the event failure by Tenant to exercise its right of first offer with respect to such portion of the First Offer Space as offered by Landlord; provided, however, that less than two Tenant’s rejection (2or deemed rejection) years remain prior of any particular First Offer Space shall not relieve Landlord of its obligation to again offer any First Offer Space to Tenant at any time that the Lease Expiration Date, as same may be extended pursuant to the terms of Section 2.2 belowFirst Offer Space subsequently becomes available. Tenant shall not have the right to lease First Offer Space, as provided in this Section 1.27, if, as of the date of the attempted exercise of the Right any right of First Offer first offer by Tenant, or as of the scheduled date of delivery of such First Offer Space to Tenant, Tenant is in default (beyond under the Lease after expiration of any applicable notice and cure period) under periods. Notwithstanding anything to the contrary contained in this Section 7, throughout the Term of the Lease or Landlord and Tenant has previously been in default (beyond any applicable notice and cure period) under this Lease more than once in shall use commercially reasonable good faith efforts to advise the immediately preceding twelve (12) month periodother party about its intentions regarding the First Offer Space. Landlord’s good faith efforts shall include providing Tenant with informal updates regarding the status of leasing activity with respect to the First Offer Space upon request by Tenant.

Termination of Right of First Offer. The rights contained in this Section 1.2 Article 30 shall be personal to the Original Tenant or a Permitted Assignee, as the case may beTenant, and may only be exercised by the Original Tenant or a Permitted Assignee, as the case may be its Affiliates (and not any other assignee, or any sublessee or other transferee of the Original Tenant’s 's interest in this Lease) if the Original Tenant or ). The right of first offer granted herein shall terminate upon a Permitted Assignee, as the case may be, occupies at least two (2) full floors subsequent non-Affiliate owner taking ownership of the Premises. Landlord Project as part of a multi-property (or portfolio) sales transaction (which shall have no obligation be deemed to provide include, but not limited to, a First Offer Notice to Tenanttransaction, and Tenant shall not have the right to lease First Offer Space in the event that less than two (2) years remain prior to the Lease Expiration Datewhether by foreclosure, as same may be extended pursuant to the terms a deed-in-lieu of Section 2.2 belowforeclosure, or otherwise, where Landlord's lender takes ownership). Tenant shall not have the right to lease First Offer Spacepurchase the Project, as provided in this Section 1.2Article 30, if, as of the date of the attempted exercise of the Right right of First Offer first offer by Tenant, or as of the scheduled date of delivery of such First Offer Space to TenantClosing Date, (i) Tenant is in default under this Lease (beyond any applicable notice and cure periodperiods); provided, however, Tenant may retain its right to purchase the Project if Tenant cures any such default within three (3) under this Lease business days of (A) Landlord's receipt of Tenant's Election Notice, or (B) the originally scheduled Closing Date, as the case may be, or (ii) Tenant has previously been in economic default under this Lease (beyond any applicable notice and cure periodperiods) under this Lease more than once in twice during the immediately preceding twelve previous nine (129) month period.. [continued on following page]

Termination of Right of First Offer. The rights contained in this Section 1.2 1.4 shall be personal to the Original Tenant or a and any Permitted Transferee Assignee, as the case may beand 692500.09/WLA371593-00023/6-13-12/ao/ao -00- XXX XXXXXX[Xxxxxx Realty, and L.P.][Concur Technologies, Inc.] may only be exercised by the Original Tenant or a and any Permitted Assignee, as the case may be Transferee Assignee (and not any other assignee, or any sublessee or other transferee of Tenant’s 's interest in this Lease) if the Original Tenant or a such Permitted AssigneeTransferee Assignee occupies the entire Premises (or, as if the case may be, occupies at least two (2) full floors of the Premises. Landlord shall have no obligation to provide a First Offer Notice to Tenant, and Tenant shall not have the right to lease First Offer Space in the event that less than two (2) years remain is delivered prior to the Lease Expiration Commencement Date, if the Original Tenant or Permitted Transferee Assignee has not subleased any portion of the Premises). The right of first offer granted herein shall terminate as same may be extended pursuant to particular First Offer Space upon the terms failure by Tenant to exercise its right of Section 2.2 belowfirst offer with respect to such First Offer Space as offered by Landlord. Tenant shall not have the right to lease First Offer Space, as provided in this Section 1.21.4, if, as of the date of the attempted exercise of the Right any right of First Offer first offer by Tenant, or as of the scheduled date of delivery of such First Offer Space to Tenant, Tenant is in monetary default under this Lease (beyond any the applicable notice and cure periodperiod set forth in this Lease) under this Lease or Tenant has previously been in monetary default under this Lease (beyond any the applicable notice and cure periodperiod set forth in this Lease) under this Lease more than once twice in the immediately preceding twelve (12) month period.

Termination of Right of First Offer. The rights contained in this Section 1.2 shall be 1.4 are personal to the original Tenant executing this Lease (the “Original Tenant or a Permitted Assignee, Tenant”) and any Affiliate (as the case may besuch term is defined in Section 14.6 below) to which Tenant’s entire interest in this Lease has been assigned pursuant to Section 14.6, and may only be exercised by the Original Tenant or a Permitted Assigneesuch Affiliate assignee, as the case may be (and but not any other assignee, or by any sublessee or other assignee or transferee of Tenant’s interest in this the Lease) if the Original Tenant Tenant, or a Permitted Assigneesuch Affiliate assignee, as the case may be, occupies at least two has not assigned this Lease, or subleased (2other than subleases to Affiliates or Business Affiliates pursuant to Sections 14.6 and 14.7 below) full floors more than thirty-four percent (34%) of the Premises. Landlord shall have no obligation to provide a First Offer rentable square feet of the original Premises at the time Tenant delivers Tenant’s Election Notice to TenantLandlord. At Landlord’s option, and in addition to Landlord’s other remedies set forth in this Lease, Tenant shall not have the right to lease First Offer Space in the event that less than two (2) years remain prior to the Lease Expiration Date, as same may be extended pursuant to the terms of Section 2.2 below. Tenant shall not have the right to lease applicable First Offer Space, as provided in this Section 1.21.4, if, as of the date of the attempted exercise of the Right such right of First Offer first offer by Tenant, or as of the scheduled date of delivery of such First Offer Space to Tenant, Tenant is in monetary or material non-monetary default (beyond under this Lease after the expiration of any applicable notice and cure period) under this Lease or Tenant has previously been in default (beyond any applicable notice and cure period) under this Lease more than once in the immediately preceding twelve (12) month period.

Termination of Right of First Offer. The rights contained in this Section 1.2 1.4.5 shall be personal to the Original Tenant or a and any Permitted Assignee, as the case may beTransferee, and may only be exercised by the Original Tenant or a and such Permitted Assignee, as the case may be Transferee (and not any other assignee, or any sublessee or other transferee of Tenant’s or such Permitted Transferee’s interest in this the Lease) if the Original Tenant or a such Permitted Assignee, Transferee occupies the entire Premises as the case may be, occupies at least two (2) full floors of the Premises. Landlord shall have no obligation to provide a First Offer Notice to Tenant, and Tenant shall not have date of the attempted exercise of the right to lease of first offer by Tenant and as of the scheduled date of delivery of such First Offer Space in to Tenant. The right of first offer granted herein shall terminate with respect to any particular First Offer Space upon the event that less than two (2) years remain prior failure by Tenant to exercise its right of first offer with respect to the Lease Expiration Date, as same may be extended pursuant to the terms of Section 2.2 belowFirst Offer Space so offered by Landlord. Tenant shall not have the right to lease First Offer Space, as provided in this Section 1.21.4, if, as of the date of the attempted exercise of the Right any right of First Offer first offer by Tenant, or or, as of the scheduled date of delivery of such First Offer Space to Tenant, Tenant is in monetary or material non-monetary default under this Lease (beyond any the applicable notice and cure periodperiod provided in this Lease) under this Lease or Tenant has previously been in monetary or material non-monetary default under this Lease (beyond any the applicable notice and cure periodperiod provided in this Lease) under this Lease more than once in during the immediately preceding prior twelve (12) month period.

Termination of Right of First Offer. The rights contained in this Section 1.2 1.5 shall be personal to the Original Tenant or a and any Permitted Transferee Assignee, as the case may be, and may only be exercised by the Original Tenant or a and any Permitted Assignee, as the case may be Transferee Assignee (and not by any other assignee, or any sublessee or other transferee of Original Tenant’s interest in this Lease) if the Original Tenant or a and any Permitted Assignee, as the case may be, Transferee Assignee occupies at least two seventy-five percent (275%) full floors of the Premises. Landlord shall have no obligation to provide a First Offer Notice to Tenant, and Tenant shall not have entire Premises as of the date of the attempted exercise of the right to lease of first offer by Tenant and as of the scheduled date of delivery of such First Offer Space in the event that less than two (2) years remain prior to the Lease Expiration Date, as same may be extended pursuant to the terms of Section 2.2 belowTenant. Tenant shall not have the right to lease First Offer Space, as provided in this Section 1.21.5, if, as of the date of the attempted exercise of the Right any right of First Offer first offer by Tenant, or or, as of the scheduled date of delivery of such First Offer Space to Tenant, Tenant is in material default (under this Lease beyond any the applicable notice and cure period) under periods provided in this Lease or Tenant has previously been in material default (beyond any applicable notice and cure period) under this Lease more than once in during the immediately preceding prior twelve (12) month period.. ARTICLE 2

Termination of Right of First Offer. The rights contained in this Section 1.2 6 shall be personal to the Original Tenant or and a Permitted Assignee, as the case may be, and may only be exercised by the Original Tenant or a Permitted Assignee, as the case may be (and not any other assignee, or any sublessee or other transferee of the Original Tenant’s interest in this the Lease, as amended) if the Lease then remains in full force and effect and the Original Tenant or a Permitted Assignee, as the case may be, occupies at least two (2) full floors is in occupancy of the entire Premises. In the event that Landlord shall have no obligation to provide delivers a First Offer Notice to TenantTenant the date that is three (3) years prior to the expiration of the New Premises, then, notwithstanding any provision to the contrary set forth herein, the First Offer Term shall expire as of the expiration date set forth in the First Offer Notice (and not coterminously with the New Premises Term). Tenant shall not have the right to lease First any Offer Space in the event that less than two (2) years remain prior to the Lease Expiration Date, as same may be extended pursuant to the terms of Section 2.2 below. Tenant shall not have the right to lease First Offer Space, as provided in this Section 1.26, only if, as of the date of the attempted exercise of the any Right of First Offer by Tenant, or or, at Landlord’s option, as of the scheduled date of delivery of such First Offer Space to Tenant, Tenant is in no event of default shall be continuing hereunder and not more than one (1) event of default, beyond any applicable notice and cure period) under this Lease or Tenant has previously been in default (beyond any applicable notice and cure period) under this Lease more than once in , shall have occurred during the immediately preceding twelve (12) month periodNew Premises Term.

Termination of Right of First Offer. The rights contained in this Section 1.2 43 shall be personal to the Original Tenant or a and its Permitted Assignee, as the case may beTransferee, and may only be exercised by the Original Tenant or a its Permitted Assignee, as the case may be Transferee (and not by any other assignee, or any sublessee or other transferee Transferee of Tenant’s 's interest in this Lease) if the Original Tenant or its Permitted Transferee occupies the entire Premises; provided, however that Permitted Occupants shall be considered occupancy by Tenant for the purposes of the foregoing occupancy requirement. The right of first offer granted herein shall terminate immediately upon (i) the failure by Tenant to exercise its right of first offer as offered by Landlord or (ii) any assignment of this Lease by Tenant or sublease of the 331 Premises for the remainder of the Lease Term (in each instance other than to a Permitted Assignee, as the case may be, occupies at least two (2) full floors of the Premises. Landlord shall have no obligation to provide a First Offer Notice to Tenant, and Tenant shall not have the right to lease First Offer Space in the event that less than two (2) years remain prior to the Lease Expiration Date, as same may be extended pursuant to the terms of Section 2.2 belowTransferee). Tenant shall not have the right to lease the First Offer Space, as provided in this Section 1.243, if, as of the date of the attempted exercise of the Right any right of First Offer first offer by Tenant, or as of the scheduled date of delivery of such the First Offer Space to Tenant, Tenant is in default (under this Lease, beyond any applicable notice and cure period) under periods expressly set forth in this Lease Lease, or Tenant has previously been in default (under this Lease, beyond any and applicable notice and cure period) under period set forth in this Lease Lease, more than once in two (2) times during the immediately preceding twelve (12) month periodLease Term.

Termination of Right of First Offer. The rights contained in this Section 1.2 shall be personal to the Original Tenant or a Permitted Assignee, as the case may beTenant, and may only be exercised by the Original Tenant or a and any Permitted Assignee, Transferee (as the case may be defined in Section 14.8) (and not any other assignee, or any sublessee or other transferee of the Original Tenant’s interest in this Lease) if the Original Tenant or a any Permitted Assignee, as Transferee occupies the case may be, occupies at least two (2) full floors of the entire Lab Premises. Landlord shall have no obligation to provide a First Offer Notice to TenantExcept as expressly set forth in this Section 1.3, and Tenant shall not have the right of first offer granted herein shall terminate as to lease particular First Offer Space in upon the event that less than two (2) years remain prior failure by Tenant to the Lease Expiration Date, exercise its right of first offer with respect to such First Offer Space as same may be extended pursuant to the terms of Section 2.2 belowoffered by Landlord. Tenant shall not have the right to lease First Offer Space, as provided in this Section 1.21.3, if, as of the date of the attempted exercise of the Right any right of First Offer first offer by Tenant, or as of the scheduled date of delivery of such First Offer Space to Tenant, Tenant is in default (beyond under this Lease, after the expiration of any applicable notice and cure period) under this Lease , or Tenant has previously been in default (beyond default, after the expiration of any applicable notice and an cure period) , under this Lease more than once in the immediately preceding twelve (12) month periodmonths preceding the date Landlord would otherwise be obligated to give to Tenant the First Offer Notice.