Common use of Xxxxxxxx’s Right of First Offer Clause in Contracts

Xxxxxxxx’s Right of First Offer. In the event Tenant would like to make a Permitted Transfer with respect to all or any portion of the Premises (the “Proposed Transfer Premises”) pursuant to the terms and conditions of this Article 10, Tenant shall promptly give Landlord notice of such election and shall first offer to transfer the Proposed Transfer Premises to Landlord or an Affiliate of Landlord pursuant to the terms of this Section 10.03. Such offer may be made by Tenant to Landlord prior to the time Tenant has made an offer to or received an offer from any third party. (a) Tenant shall offer (the “Offer”) to transfer to Landlord the Proposed Transfer Premises pursuant to terms determined in Tenant’s sole and absolute discretion (the “Offer Terms”). The Offer shall be irrevocable for a period ending at 5:00 P.M. east coast time, on the sixtieth (60th) day (or the next Business Day if the sixtieth (60th) day is not a Business Day) following the day on which the Offer was made (the “Offer Period”). (b) In the event that the Offer is accepted by the Landlord during the Offer Period, Landlord shall close on the Proposed Transfer Premises within sixty (60) days after the Offer is accepted (or such longer time as is agreed to by the parties in writing) in accordance with the Offer Terms; provided however, that in the event that such closing does not occur within such period as a result of a default by Landlord after acceptance, then Tenant shall be entitled to Transfer the Proposed Transfer Premises to any third party in accordance with Section 10.03(c). Landlord and Tenant shall execute such documents and instruments as may be necessary or appropriate to effect the transfer of the Proposed Transfer Premises pursuant to the terms of the Offer and this Section

Xxxxxxxx’s Right of First Offer. In the event Tenant IfTenant would like to make a Permitted Transfer with respect to all or any portion of the Premises (the “Proposed Transfer Premises”) pursuant to the terms and conditions of this Article 10, Tenant shall will promptly give Landlord notice of such election and shall will first offer to transfer the Proposed Transfer Premises to Landlord or an Affiliate of Landlord pursuant to the terms of this Section 10.03. Such offer may be made by Tenant to Landlord prior to the time Tenant has made an offer to or received an offer from any third party. (a) Tenant shall will offer (the “Offer”) to transfer to Landlord the Proposed Transfer Premises pursuant to terms determined in Tenant’s sole and absolute discretion (the “Offer Terms”). The Offer shall will be irrevocable for a period ending at 5:00 P.M. east coast time, on the sixtieth (60th) day (or the next Business Day if the sixtieth (60th) day is not a Business Day) following the day on which the Offer was made (the “Offer Period”). (b) In the event If that the Offer is accepted by the Landlord during the Offer Period, Landlord shall will close on the Proposed Transfer Premises within sixty (60) 60 days after the Offer is accepted (or such longer time as is agreed to by the parties in writing) in accordance with the Offer Terms; provided however, that in the event that if such closing does not occur within such period as a result of a default by Landlord after acceptance, then Tenant shall will be entitled to Transfer the Proposed Transfer Premises to any third party in accordance with this Section 10.03(c). Landlord and Tenant shall will execute such documents and instruments as may be necessary or appropriate to effect the transfer of the Proposed Transfer Premises pursuant to the terms of the Offer and this SectionSection 10.03. If Landlord does not elect to accept the Offer, Landlord may, at its election, make a counteroffer (“Counteroffer”) setting forth the price and other material terms on which Landlord would be willing to purchase the Proposed Transfer Premises, but Tenant has no obligation to accept or otherwise address any such Counteroffer. If Tenant elects to accept the Counteroffer, the parties will close on the Proposed Transfer Premises in accordance with this Section 10.03(c). (c) If the Offer is not accepted by Landlord (or a proposed Counteroffer is not accepted by Tenant) in the manner hereinabove provided, Tenant may transfer the Proposed Transfer Premises at any time within nine months after the last day of the Offer Period, provided that the terms of any such Transfer of the Proposed Transfer Premises to such third party are substantially the same as the Offer Terms (which, in the case of price, means that the sale price is not less than: (i) 95% of the sale price set forth in the Offer Terms if Landlord did not make a Counteroffer, or

Xxxxxxxx’s Right of First Offer. In the event Tenant would like to make a Permitted Transfer with respect to all or any portion of the Premises (the “Proposed Transfer Premises”) pursuant to the terms and conditions of this Article 10, Tenant shall promptly give Landlord notice of such election and shall first offer to transfer the Proposed Transfer Premises to Landlord or an Affiliate of Landlord pursuant to the terms of this Section 10.03. Such offer may be made by Tenant to Landlord prior to the time Tenant has made an offer to or received an offer from any third party.party.‌ (a) Tenant shall offer (the “Offer”) to transfer to Landlord the Proposed Transfer Premises pursuant to terms determined in Tenant’s sole and absolute discretion (the “Offer Terms”). The Offer shall be irrevocable for a period ending at 5:00 P.M. east coast time, on the sixtieth (60th) day (or the next Business Day if the sixtieth (60th) day is not a Business Day) following the day on which the Offer was made (the “Offer Period”). (b) In the event that the Offer is accepted by the Landlord during the Offer Period, Landlord shall close on the Proposed Transfer Premises within sixty (60) days after the Offer is accepted (or such longer time as is agreed to by the parties in writing) in accordance with the Offer Terms; provided however, that in the event that such closing does not occur within such period as a result of a default by Landlord after acceptance, then Tenant shall be entitled to Transfer the Proposed Transfer Premises to any third party in accordance with this Section 10.03(c). Landlord and Tenant shall execute such documents and instruments as may be necessary or appropriate to effect the transfer of the Proposed Transfer Premises pursuant to the terms of the Offer and this SectionSection 10.03. In the event that Landlord does not elect to accept the Offer, Landlord may, at its election, make a counteroffer (“Counteroffer”) setting forth the price and other material terms on which Landlord would be willing to purchase the Proposed Transfer Premises, but Xxxxxx has no obligation to accept or otherwise address any such Counteroffer. If Tenant elects to accept the Counteroffer, the parties shall close on the Proposed Transfer Premises in accordance with this Section 10.03(c). (c) If the Offer is not accepted by Landlord (or a proposed Counteroffer is not accepted by Tenant) in the manner hereinabove provided, Tenant may transfer the Proposed Transfer Premises at any time within nine (9) months after the last day of the Offer Period, provided that the terms of any such Transfer of the Proposed Transfer Premises to such third party are substantially the same as the Offer Terms (which, in the case of price, means that the sale price is not less than: (i) ninety-five percent (95%) of the sale price set forth in the Offer Terms if Landlord did not make a Counteroffer, or (2) one hundred percent (100%) of the amount of the Counteroffer price if a Counteroffer was made). In the event that the Proposed Transfer Premises are not transferred to an unrelated third party within such nine (9) month period, such Transfer shall again be subject to all of the terms of this Section 10.03. If Tenant is required to re-offer the Proposed Transfer Premises to Landlord during such nine (9) month period, the procedures in subsections 10.03(a) and (b) shall apply. (d) The Landlord’s right of first offer set out in this Section 10.03 is intended to apply only to the sale of the Proposed Transfer Premises by Tenant and is not intended to apply to a Mortgagee or another purchaser of the Premises pursuant to a foreclosure of a Mortgage or through a deed or instrument of transfer delivered in lieu of such foreclosure, which is not subject to this Section 10.03, provided however, in the event such Mortgagee or other purchaser of the Premises pursuant to a foreclosure of a Mortgage acquires this Lease and becomes a “Tenant” hereunder, this Section 10.03 shall apply to any future attempted Transfer of this Lease or Proposed Transfer Premises.

Xxxxxxxx’s Right of First Offer. In the event Tenant IfTenant would like to make a Permitted Transfer with respect to all or any portion of the Premises (the “Proposed Transfer Premises”) pursuant to the terms and conditions of this Article 10, Tenant shall will promptly give Landlord notice of such election and shall will first offer to transfer the Proposed Transfer Premises to Landlord or an Affiliate of Landlord pursuant to the terms of this Section 10.03. Such offer may be made by Tenant to Landlord prior to the time Tenant has made an offer to or received an offer from any third party. (a) Tenant shall will offer (the “Offer”) to transfer to Landlord the Proposed Transfer Premises pursuant to terms determined in Tenant’s sole and absolute discretion (the “Offer Terms”). The Offer shall will be irrevocable for a period ending at 5:00 P.M. east coast time, on the sixtieth (60th) day (or the next Business Day if the sixtieth (60th) day is not a Business Day) following the day on which the Offer was made (the “Offer Period”). (b) In the event If that the Offer is accepted by the Landlord during the Offer Period, Landlord shall will close on the Proposed Transfer Premises within sixty (60) 60 days after the Offer is accepted (or such longer time as is agreed to by the parties in writing) in accordance with the Offer Terms; provided however, that in the event that if such closing does not occur within such period as a result of a default by Landlord after acceptance, then Tenant shall will be entitled to Transfer the Proposed Transfer Premises to any third party in accordance with this Section 10.03(c). Landlord and Tenant shall will execute such documents and instruments as may be necessary or appropriate to effect the transfer of the Proposed Transfer Premises pursuant to the terms of the Offer and this SectionSection 10.03. If Landlord does not elect to accept the Offer, Landlord may, at its election, make a counteroffer (“Counteroffer”) setting forth the price and other material terms on which Landlord would be willing to purchase the Proposed Transfer Premises, but Xxxxxx has no obligation to accept or otherwise address any such Counteroffer. If Tenant elects to accept the Counteroffer, the parties will close on the Proposed Transfer Premises in accordance with this Section 10.03(c). (c) If the Offer is not accepted by Landlord (or a proposed Counteroffer is not accepted by Xxxxxx) in the manner hereinabove provided, Xxxxxx may transfer the Proposed Transfer Premises at any time within nine months after the last day of the Offer Period, provided that the terms of any such Transfer of the Proposed Transfer Premises to such third party are substantially the same as the Offer Terms (which, in the case of price, means that the sale price is not less than: (i) 95% of the sale price set forth in the Offer Terms if Landlord did not make a Counteroffer, or

Xxxxxxxx’s Right of First Offer. In the event Tenant IfTenant would like to make a Permitted Transfer with respect to all or any portion of the Premises (the “Proposed Transfer Premises”) pursuant to the terms and conditions of this Article 10, Tenant shall will promptly give Landlord notice of such election and shall will first offer to transfer the Proposed Transfer Premises to Landlord or an Affiliate of Landlord pursuant to the terms of this Section 10.03. Such offer may be made by Tenant to Landlord prior to the time Tenant has made an offer to or received an offer from any third party. (a) Tenant shall will offer (the “Offer”) to transfer to Landlord the Proposed Transfer Premises pursuant to terms determined in Tenant’s sole and absolute discretion (the “Offer Terms”). The Offer shall will be irrevocable for a period ending at 5:00 P.M. east coast time, on the sixtieth (60th) day (or the next Business Day if the sixtieth (60th) day is not a Business Day) following the day on which the Offer was made (the “Offer Period”). (b) In the event If that the Offer is accepted by the Landlord during the Offer Period, Landlord shall will close on the Proposed Transfer Premises within sixty (60) 60 days after the Offer is accepted (or such longer time as is agreed to by the parties in writing) in accordance with the Offer Terms; provided however, that in the event that if such closing does not occur within such period as a result of a default by Landlord after acceptance, then Tenant shall will be entitled to Transfer the Proposed Transfer Premises to any third party in accordance with this Section 10.03(c). Landlord and Tenant shall will execute such documents and instruments as may be necessary or appropriate to effect the transfer of the Proposed Transfer Premises pursuant to the terms of the Offer and this SectionSection 10.03. If Landlord does not elect to accept the Offer, Landlord may, at its election, make a counteroffer (“Counteroffer”) setting forth the price and other material terms on which Landlord would be willing to purchase the Proposed Transfer Premises, but Xxxxxx has no obligation to accept or otherwise address any such Counteroffer. If Tenant elects to accept the Counteroffer, the parties will close on the Proposed Transfer Premises in accordance with this Section 10.03(c). (c) If the Offer is not accepted by Landlord (or a proposed Counteroffer is not accepted by Tenant) in the manner hereinabove provided, Tenant may transfer the Proposed Transfer Premises at any time within nine months after the last day of the Offer Period, provided that the terms of any such Transfer of the Proposed Transfer Premises to such third party are substantially the same as the Offer Terms (which, in the case of price, means that the sale price is not less than: (i) 95% of the sale price set forth in the Offer Terms if Landlord did not make a Counteroffer, or