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

Termination of Right of First Offer. The Right of First Offer shall be personal to Original Tenant and any Permitted Transferee Assignee, and may only be exercised by Original Tenant or a Permitted Transferee Assignee (and not by any other assignee, or sublessee or other “Transferee,” as that term is defined in Section 14.1 of this Lease, of Tenant’s interest in this Lease) if Original Tenant or a Permitted Transferee Assignee has not then subleased more than twenty five percent (25%) of the rentable area of the Premises (i.e., pursuant to subleases in effect as of the date of Tenant’s exercise of the Right of First Offer). The Right of First Offer granted herein shall also terminate upon the date that Landlord or a Landlord Affiliate ceases to hold title to both the Premises and the First Offer Space and underlying real property. Tenant shall not have the right to lease First Offer Space, as provided in this Section 1.3, if, as of the date of the attempted exercise of any right of first offer by Tenant, as of the date Landlord and Tenant execute the First Offer Lease, or as of the scheduled date of delivery of such First Offer Space to Tenant, Tenant is in Default or Tenant has previously been in Default more than once during the immediately preceding twelve (12) month period.

Termination of Right of First Offer. The Right of First Offer rights contained in this Section 1.3 shall be personal to the Original Tenant and any Permitted Transferee Approved Assignee, and may only be exercised by the Original Tenant or a Permitted Transferee such Approved Assignee (and not by any other assignee, or sublessee or other “Transferee,” as that term is defined in Section 14.1 of this Lease, transferee of Tenant’s 's interest in this the Lease) if the Original Tenant or a Permitted Transferee Approved Assignee has not then subleased more physically occupies no less than twenty five seventy‑five percent (2575%) of the rentable area of the Premises (i.e., pursuant to subleases in effect as of the date of Tenant’s the attempted exercise of the Right right of first offer by Tenant and as of the scheduled date of delivery of such First Offer)Offer Space to Tenant. The Right right of First Offer granted herein first offer shall also terminate upon not be applicable during the date that Landlord or a Landlord Affiliate ceases final three (3) years of the Lease Term (as it may be extended) unless Tenant first irrevocably exercises its right to hold title extend the Lease Term with respect to both the initial Premises and for an available remaining Option Term as provided in Section 2.2, below (and, notwithstanding the terms of Section 2.2, Tenant shall have the right to deliver an Option Exercise Notice concurrently with Tenant’s delivery of the First Offer Space Exercise Notice, and underlying real propertyin such event the Option Rent shall be determined as provided in Section 2.2.4 of this Lease). Tenant shall not have the right to lease First Offer Space, as provided in this Section 1.3, if, as of the date of the attempted exercise of any right of first offer by Tenant, as of the date Landlord and Tenant execute the First Offer Lease, or (at Landlord's option) as of the scheduled date of delivery of such First Offer Space to Tenant, Tenant is in Default or Tenant has previously been in Default more than once during the immediately preceding twelve (12) month periodDefault.

Termination of Right of First Offer. The Right of First Offer rights contained in this Section 8 shall be personal to the Original Tenant and any Permitted Transferee AssigneeTenant, and may only be exercised by the Original Tenant or a Permitted Transferee Assignee its Affiliate (and not by any other assignee, or sublessee or other “Transferee,” as that term is defined in Section 14.1 transferee of this Lease, of the Original Tenant’s 's interest in this Lease) if the Original Tenant or a Permitted Transferee Assignee has not then subleased more than twenty five percent (25%) of its Affiliate occupies the rentable area of the Premises (i.e., pursuant to subleases in effect as of the date of Tenant’s exercise of the Right of First Offer)entire Premises. The Right right of First Offer first offer granted herein shall also not terminate upon the date that Landlord or a Landlord Affiliate ceases as to hold title to both the Premises and the particular First Offer Space upon the failure by Tenant to exercise its right of first offer with respect to any such First Offer Space as offered by Landlord, and underlying real propertyLandlord shall re-offer such space to Tenant upon the expiration or earlier termination of the lease entered into by Landlord following Tenant's failure to exercise its right to lease the applicable First Offer Space, including any renewal of such lease, regardless of whether any such renewal is exercised strictly in accordance with its terms or pursuant to a lease amendment or a new lease. Furthermore, Tenant shall not have the right to lease First Offer Space, as provided in this Section 1.38, if, as of the date of the attempted exercise of any right of first offer by Tenant, as of the date Landlord and Tenant execute the First Offer Lease, or as of the scheduled date of delivery of such First Offer Space to Tenant, Tenant is in Default material default under this Lease or Tenant has previously been in Default material default under this Lease more than once during the immediately preceding twelve (12) month periodonce.

Termination of Right of First Offer. The Right right of First Offer shall be personal to Original Tenant and any Permitted Transferee Assignee, and may only be exercised by Original Tenant or a Permitted Transferee Assignee (and not by any other assignee, or sublessee or other “Transferee,” as that term is defined in Section 14.1 of this Lease, of Tenant’s interest in this Lease) if Original Tenant or a Permitted Transferee Assignee has not then subleased more than twenty five percent (25%) of the rentable area of the Premises (i.e., pursuant to subleases in effect as of the date of Tenant’s exercise of the Right of First Offer). The Right of First Offer first offer granted herein shall also terminate as to a particular First Offer Space upon the date that failure by Tenant to exercise its right of first offer with respect to such First Offer Space as offered by Landlord but shall remain in effect for any subsequent availability of all or a any portion of the remaining First Offer Space. Landlord Affiliate ceases shall not have any obligation to hold title to both the Premises and deliver the First Offer Space and underlying real property. Tenant shall not have the right to lease First Offer Space, as provided in this Section 1.3, Notice if, as of the date of the attempted exercise of any right of first offer by Tenant, as of the date Landlord and Tenant execute would otherwise deliver the First Offer LeaseNotice to Tenant, Tenant is in default under this Lease after any applicable notice and cure periods, Tenant has paid Rent late for three (3) or more months during any twelve (12) month period, Tenant or an Affiliate does not physically occupy at least fifty percent (50%) of the Premises, if this Lease has been assigned (other than to an Affiliate) or more than fifty percent (50%) of the Premises is subject to a sublease (other than to an Affiliate). In addition, at Landlord’s option, if Tenant has previously delivered Tenant’s exercise notice in accordance with Section 2.3.2 and, as of the scheduled date of delivery of such First Offer Space to Tenant, Tenant is in Default default under the Lease after any applicable notice and cure periods, Tenant or Tenant has previously been in Default an Affiliate does not physically occupy at least fifty percent (50%) of the Premises, more than once during fifty percent (50%) of the immediately preceding twelve Premises is subject to a sublease (12other than to an Affiliate) month periodor the Lease has been assigned (other than to an Affiliate), Tenant shall not have the right to lease the First Offer Space.

Termination of Right of First Offer. The Right of First Offer rights contained in this Section 43 shall be personal to Original Tenant and any its Permitted Transferee AssigneeTransferee, and may only be exercised by Original Tenant or a its Permitted Transferee Assignee (and not by any other assignee, or sublessee or other “Transferee,” as that term is defined in Section 14.1 of this Lease, Transferee of Tenant’s 's interest in this Lease) if Original Tenant or a its Permitted Transferee Assignee has not then subleased more than twenty five percent (25%) occupies the entire Premises; provided, however that Permitted Occupants shall be considered occupancy by Tenant for the purposes of the rentable area of the Premises (i.e., pursuant to subleases in effect as of the date of Tenant’s exercise of the Right of First Offer)foregoing occupancy requirement. The Right right of First Offer first offer granted herein shall also terminate immediately upon (i) the date that 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 Landlord Affiliate ceases to hold title to both the Premises and the First Offer Space and underlying real propertyPermitted Transferee). Tenant shall not have the right to lease the First Offer Space, as provided in this Section 1.343, if, as of the date of the attempted exercise of any right of first offer by Tenant, as of the date Landlord and Tenant execute the First Offer Lease, or as of the scheduled date of delivery of such the First Offer Space to Tenant, Tenant is in Default default under this Lease, beyond any applicable notice and cure periods expressly set forth in this Lease, or Tenant has previously been in Default default under this Lease, beyond and applicable notice and cure period set forth in this Lease, more than once two (2) times during the immediately preceding twelve (12) month periodLease Term.

Termination of Right of First Offer. The Right of First Offer rights contained in this Section 1.4 shall be personal to the Original Tenant and any Permitted Transferee AssigneeTenant, and may only be exercised by the Original Tenant or a Permitted Transferee Assignee (and not by any other assignee, or sublessee or other “Transferee,” as that term is defined in Section 14.1 of this Lease, transferee of Tenant’s interest in this Lease) if Original Tenant or a Permitted Transferee Assignee has not then subleased more than twenty five percent (25%) of occupies the rentable area of the entire Premises (i.e., pursuant to subleases in effect as of the date of Tenant’s the attempted exercise of the Right right of first offer by Tenant and as of the scheduled date of delivery of such Existing Building First Offer)Offer Space to Tenant. The Right right of First Offer first offer granted herein shall also terminate upon the date that Landlord or a Landlord Affiliate ceases failure by Tenant to hold title exercise its right of first offer with respect to both the Premises and the Existing Building First Offer Space as offered by Landlord. Notwithstanding the foregoing, Landlord shall have no obligation to offer the Existing Building First Offer Space (or any portion thereof) to Tenant and underlying real property. Tenant shall not have the right to lease the Existing Building First Offer SpaceSpace (or any portion thereof), as provided in this Section 1.31.4, (i) after the commencement of the fifth (5th) “Lease Year,” or (ii) if, as of the date of the attempted exercise of any the right of first offer by Tenant, as of the date Landlord and Tenant execute the First Offer Lease, or as of the scheduled date of delivery of such Existing Building First Offer Space to Tenant, Tenant is in Default default under this Lease or Tenant has previously been in Default default under this Lease more than once during the immediately preceding twelve (12) month periodonce.

Termination of Right of First Offer. The Right of First Offer Tenant's rights under this Article XII shall be personal to the Original Tenant and any Permitted Transferee Assignee, and may only be exercised by the Original Tenant or a Permitted Transferee Assignee (and not by any other assignee, or sublessee or other “Transferee,” as that term is defined in Section 14.1 transferee of this Lease, of the Original Tenant’s 's interest in this the Lease) if the Original Tenant or a Permitted Transferee Assignee has not then subleased more than twenty five percent (25%) of occupies the rentable area of the Premises (i.e., pursuant to subleases in effect as of the date of Tenant’s exercise of the Right of First Offer)entire Premises. The Right right of First Offer first offer granted herein shall also terminate upon the date that Landlord or a Landlord Affiliate ceases as to hold title to both the Premises and the particular First Offer Space and underlying real propertyupon Tenant's failure to timely exercise its right of first offer with respect to such particular First Offer Space. Tenant shall not have the right to CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED, AND THE EXCLUDED TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS [***]. lease First Offer Space, as provided in this Section 1.3Article XII, if, as of the date of the attempted exercise of any right of first offer by Tenant, as of the date Landlord and Tenant execute the First Offer Leaseor, or at Landlord's option, as of the scheduled date of delivery of such First Offer Space to Tenant, Tenant is in Default default under the Lease, or Tenant has previously been in Default more than once during default under the immediately preceding twelve Lease (12) month periodbeyond the expiration of any applicable notice and cure period set forth in the Lease).

Termination of Right of First Offer. The Right of First Offer rights contained in this Section 6 shall be personal to the Original Tenant and any a Permitted Transferee Assignee, as the case may be, and may only be exercised by the Original Tenant or a Permitted Transferee Assignee Assignee, as the case may be (and not by any other assignee, or any sublessee or other “Transferee,” as that term is defined in Section 14.1 transferee of this Lease, 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 Transferee Assignee has not then subleased more than twenty five percent (25%) Assignee, as the case may be, is in occupancy of the rentable area entire Premises. In the event that Landlord delivers a First Offer Notice to Tenant the date that is three (3) years prior to the expiration of the Premises (i.e.New Premises, pursuant then, notwithstanding any provision to subleases in effect the contrary set forth herein, the First Offer Term shall expire as of the expiration date of Tenant’s exercise of the Right of First Offer). The Right of First Offer granted herein shall also terminate upon the date that Landlord or a Landlord Affiliate ceases to hold title to both the Premises and set forth in the First Offer Space Notice (and underlying real propertynot coterminously with the New Premises Term). Tenant shall not have the right to lease First any Offer Space, Space as provided in this Section 1.36, only if, as of the date of the attempted exercise of any right Right of first offer First Offer by Tenant, as of the date Landlord and Tenant execute the First Offer Leaseor, or at Landlord’s option, as of the scheduled date of delivery of such First Offer Space to Tenant, Tenant is in Default or Tenant has previously been in Default no event of default shall be continuing hereunder and not more than once one (1) event of default, beyond any applicable notice and cure period, shall have occurred during the immediately preceding twelve (12) month periodNew Premises Term.