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

Waiver of Right of First Offer. Within one (1) day after the date GIPLP deposits the Initial Xxxxxxx Money Deposit with Escrow Agent, Contributor shall provide the holder of any Right of First Offer (“ROFO Holder”) with written notice of this Agreement consistent with the terms and conditions of any Right of First Offer (the “ROFO Notice”), and Contributor shall provide a copy of same to GIPLP when made. Contributor shall keep GIPLP reasonably informed as to the status of the ROFO Holder’s response to the ROFO Notice. If the ROFO Holder (i) responds to the ROFO Notice by informing Contributor that it does not elect to exercise the Right of First Offer as it pertains to this transaction, or (ii) fails to respond in writing to the ROFO Notice within the required time frame set forth in the Right of First Offer in order to exercise the Right of First Offer, then, as a condition precedent to GIPLP’s obligation to close on the transaction contemplated pursuant to this Agreement, Contributor shall execute and deliver to GIPLP, on or before expiration of the Inspection Period, an original, executed affidavit in form reasonably acceptable to the Title Company attesting to Contributor’s delivery of the ROFO Notice pursuant to the Right of First Offer and either the ROFO Holder’s election not to exercise the Right of First Refusal or the ROFO Holder’s failure to timely respond to same so as to allow the Title Company to issue the Title Policy without exception for the Right of First Refusal (“Contributor’s ROFR Affidavit”). In the event Contributor is unable to obtain and deliver to GIPLP the Contributor’s ROFR Affidavit prior to the expiration of the Inspection Period, or if the ROFO Holder has elected in writing to exercise its Right of First Offer, then GIPLP shall have the right to terminate this Agreement by providing written notice to Contributor, in which case all Xxxxxxx Money deposited by GIPLP shall be immediately returned to GIPLP and the parties hereto shall have no further rights or obligations, other than those that by their terms survive the termination of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, in the event the Closing does not occur within the applicable time period under the Right of First Refusal in which is Contributor is free to contribute and convey the Property to GIPLP, then Contributor shall be obligated to send the ROFO Holder a new ROFO Notice, in which case the foregoing terms, conditions and rights set forth in this Section 4.2(e) shall apply to the new ROFO Notice.

Waiver of Right of First Offer. Within one (1) day after the date GIPLP Purchaser deposits the Initial Xxxxxxx Exxxxxx Money Deposit with Escrow Agent, Contributor Seller shall provide the holder of any Right of First Offer (“ROFO Holder”) with written notice of this Agreement consistent with the terms and conditions of any Right of First Offer (the “ROFO Notice”), and Contributor Seller shall provide a copy of same to GIPLP Purchaser when made. Contributor Seller shall keep GIPLP Purchaser reasonably informed as to the status of the ROFO Holder’s response to the ROFO Notice. If the ROFO Holder (i) responds to the ROFO Notice by informing Contributor Seller that it does not elect to exercise the Right of First Offer as it pertains to this transaction, or (ii) fails to respond in writing to the ROFO Notice within the required time frame set forth in the Right of First Offer in order to exercise the Right of First Offer, then, as a condition precedent to GIPLPPurchaser’s obligation to close on the transaction contemplated sale and purchase of the Property pursuant to this Agreement, Contributor Seller shall execute and deliver to GIPLPPurchaser, on or before expiration of the Inspection Period, an original, executed affidavit in form reasonably acceptable to the Title Company attesting to ContributorSeller’s delivery of the ROFO Notice pursuant to the Right of First Offer and either the ROFO Holder’s election not to exercise the Right of First Refusal or the ROFO Holder’s failure to timely respond to same so as to allow the Title Company to issue the Title Policy without exception for the Right of First Refusal (“ContributorSeller’s ROFR Affidavit”). In the event Contributor Seller is unable to obtain and deliver to GIPLP Purchaser the ContributorSeller’s ROFR Affidavit prior to the expiration of the Inspection PeriodAffidavit, or if the ROFO Holder has elected in writing to exercise its Right of First Offer, then GIPLP Purchaser shall have the right to terminate this Agreement by providing written notice to ContributorSeller, in which case all Xxxxxxx Exxxxxx Money deposited by GIPLP Purchaser shall be immediately returned to GIPLP Purchaser and the parties hereto shall have no further rights or obligations, other than those that by their terms survive the termination of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, in the event the Closing does not occur within the applicable time period under the Right of First Refusal in which is Contributor Seller is free to contribute sell and convey the Property to GIPLPPurchaser, then Contributor Seller shall be obligated to send the ROFO Holder a new ROFO Notice, in which case the foregoing terms, conditions and rights set forth in this Section 4.2(e) shall apply to the new ROFO Notice.

Waiver of Right of First Offer. Within one (1) day after the date GIPLP Purchaser deposits the Initial Xxxxxxx Exxxxxx Money Deposit with Escrow Agent, Contributor Seller shall provide the holder of any Right of First Offer (“ROFO Holder”) Tenant with written notice of this Agreement consistent with the terms and conditions of any Right Section 26 of First Offer the Lease (the “ROFO Notice”), and Contributor Seller shall provide a copy of same to GIPLP Purchaser when made. Contributor Seller shall keep GIPLP Purchaser reasonably informed as to the status of the ROFO HolderTenant’s response to the ROFO Notice. If the ROFO Holder Tenant (i) responds to the ROFO Notice by informing Contributor Seller that it does not elect to exercise the Right of First Offer as it pertains to this transaction, or (ii) fails to respond in writing to the ROFO Notice within the required time frame set forth in the Right of First Offer Lease in order to exercise the Right of First Offer, then, as a condition precedent to GIPLPPurchaser’s obligation to close on the transaction contemplated sale and purchase of the Property pursuant to this Agreement, Contributor Seller shall execute and deliver to GIPLPPurchaser, on or before expiration of the Inspection inspection Period, an original, executed affidavit in form reasonably acceptable to the Title Company attesting to ContributorSeller’s delivery of the ROFO Notice pursuant to the Right of First Offer Lease and either the ROFO HolderTenant’s election not to exercise the Right of First Refusal or the ROFO HolderTenant’s failure to timely respond to same so as to allow the Title Company to issue the Title Policy without exception for the Right of First Refusal (“ContributorSeller’s ROFR Affidavit”). In the event Contributor Seller is unable to obtain and deliver to GIPLP Purchaser the ContributorSeller’s ROFR Affidavit prior to the expiration of the Inspection PeriodAffidavit, or if the ROFO Holder Tenant has elected in writing to exercise its Right of First Offer, then GIPLP Purchaser shall have the right to terminate this Agreement by providing written notice to ContributorSeller, in which case all Xxxxxxx Exxxxxx Money deposited by GIPLP Purchaser shall be immediately returned to GIPLP Purchaser and the parties hereto shall have no further rights or obligations, other than those that by their terms survive the termination of this Agreement. In the event Tenant elects in writing to exercise its Right of First Offer and Purchaser does not elect to terminate this Agreement within ten (10) days after written notice of same by Seller to Purchaser, then Seller shall have the right to terminate this Agreement by providing written notice to Purchaser, in which case all Exxxxxx Money deposited by Purchaser shall be immediately returned to Purchaser and the parties hereto shall have no further rights or obligations, other than those that by their terms survive the termination of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, in the event the Closing does not occur within 365 days after the applicable time period under the that Tenant has rejected or was deemed to have rejected its Right of First Refusal in which is Contributor is free Offer as it pertains to contribute and convey the Property to GIPLPthis transaction, then Contributor Seller shall be obligated to send the ROFO Holder Tenant a new ROFO Notice, in which case the foregoing terms, conditions and rights set forth in this Section 4.2(e) shall apply to the new ROFO Notice.