Right of First Refusal to Purchase. TENANT shall have the right of first refusal to purchase the demised premises as hereinafter set forth. If at any time during the term as extended, LANDLORD shall receive a bona fide offer from a third person for the purchase of the demised premises, which offer LANDLORD shall desire to accept, LANDLORD shall promptly deliver to TENANT a copy of such offer, and TENANT may, within fifteen (15) days thereafter, elect to purchase the demised premises on the same terms as those set forth in such offer, excepting that TENANT shall be credited against the purchase price to be paid by TENANT, with a sum equal to the amount of any brokerage commissions, if any, which LANDLORD shall save by a sale to TENANT. If LANDLORD shall receive an offer for the purchase of the demised premises, which is not consummated by delivering a deed to the offerer, the TENANT'S right of first refusal to purchase shall remain applicable to subsequent offers. If LANDLORD shall sell the demised premises after a failure of TENANT to exercise its right of first refusal, such shall be subject to the Lease and shall continue to be applicable to subsequent sales of the demised premises. Notwithstanding the foregoing, TENANT'S right of first refusal shall not apply or extend to any sales or transfers between LANDLORD and any affiliates in which the principals of the LANDLORD are the majority shareholders to any family trusts or to the heirs of the principals of LANDLORD. LANDLORD shall be entitled to net the same amount under any right of first refusal exercise.
Right of First Refusal to Purchase. The Grantors hereby grant to SNH, subject to the Declaration of Trust of HRPT Properties Trust (“HRPT”) and subject to and in accordance with the terms and conditions of this Section 1, the right of first refusal to purchase the ROFR Properties.
(a) If a Grantor desires to sell a ROFR Property, or if a Grantor shall otherwise receive an offer from a party other than SNH, or its affiliates, for any such sale or transfer which such Grantor intends to accept, then such Grantor shall, prior to entering into an agreement with respect to such sale, provide, or shall cause to be provided, written notice (the “ROFR Notice”) to SNH of its intention to effect such a transaction, which ROFR Notice shall specify the cash purchase price for the ROFR Property, the terms of payment, the closing date and the other material business terms of such transaction. SNH shall have fifteen (15) business days after receipt of the ROFR Notice to notify such Grantor in writing (the “ROFR Acceptance Notice”) of its intent to purchase the ROFR Property on the terms and conditions set forth in the ROFR Notice. The negotiation and execution of a mutually acceptable purchase and sale agreement must occur no more than fifteen (15) calendar days after the date on which SNH gave the Grantor the ROFR Acceptance Notice.
(b) If SNH fails or elects not to give timely a ROFR Acceptance Notice, or if a mutually acceptable purchase and sale agreement is not executed within fifteen (15) calendar days after the date on which SNH gave the Grantor the ROFR Acceptance Notice, then the Grantor shall have three hundred sixty-five (365) days from the date thereof to sell the ROFR Property to any third party (including any party making the offer set forth in subsection (a) above) for a purchase price not less than 95% of the cash purchase price specified in the ROFR Notice. If such sale shall not have occurred within such three hundred sixty-five (365) day period, then the sale of the ROFR Property shall once again be subject to the right of first refusal set forth in this Agreement.
Right of First Refusal to Purchase a) If during the Term of this Agreement, the Company receives a bona fide offer to operate, take control of the entire Gas Distribution System or purchase the Gas Distribution System within the Municipal Area, which the Company is willing to accept, then the Company shall promptly give written notice to the Municipality of the terms and conditions of such offer and the Municipality shall during the next one hundred and twenty (120) days, have the right of first refusal to operate, take control of or purchase that part of the Gas Distribution System, as the case may be, for the same price and upon the terms and conditions contained in the said offer. Notwithstanding the foregoing, in the event that the Municipality fails or refuses to exercise its right of first refusal, the Municipality shall retain the right to withhold its consent to an assignment of this Agreement in accordance with paragraph 18 below. For the purposes of this paragraph 11, “operate, take control” shall not be construed as including the subcontracting by the Company of only some portions of its operations where the Company continues to be responsible for the performance of this entire Agreement;
b) If the Municipality does not exercise its right of first refusal and the said bona fide offer that the Company is willing to accept does not proceed to closure, the Municipality retains its right of first refusal on any other offer.
c) This right of first refusal only applies where the offer pertains to the entire Gas Distribution System and the right of first refusal does not apply to offers that include any other distribution systems or distribution facilities of the Company located outside of the Municipal Area. If such offer includes other distribution systems of the Company, the aforesaid right of first refusal shall be of no force and effect and shall not apply.
d) Where the Municipality exercises its rights to purchase the Gas Distribution System from the Company and thereby acquires the Gas Distribution System, the Municipality agrees that should it no longer wish to own the Gas Distribution System within five (5) years after it acquires the said system and the Municipality receives any bona fide offer from an arms length third party to purchase the Gas Distribution System, which it is willing to accept, then it shall promptly give notice to the Company of the terms and conditions of such offer. The Company shall during the next one hundred and twenty (120) days have the first right o...
Right of First Refusal to Purchase a) If during the Term of this Agreement, the Company receives a bona fide arm’s length offer to operate, take control of or purchase the Distribution System which the Company is willing to accept, then the Company shall promptly give written notice to the Municipality of the terms and conditions of such offer and the Municipality shall during the next ninety (90) days, have the right of first refusal to operate, take control of or purchase the Distribution System, as the case may be, for the same price and upon the terms and conditions contained in the said offer.
b) This right of first refusal only applies where the offer pertains to the Distribution System and the right of first refusal does not apply to offers that include any other distribution systems or distribution facilities of the Company located outside of the Municipal Service Area. If such offer includes other distribution systems of the Company, the aforesaid right of first refusal shall be of no force and effect and shall not apply.
Right of First Refusal to Purchase. At all times during the term of this Agreement and any extensions or renewals thereof, should Lessor receive a bona fide offer from any third party to purchase all or any portion of the Premises, which offer Lessor desires to accept, Lessor shall, before accepting such offer, provide Company with a full and complete copy of such offer and shall first offer in writing to sell the portion of the Premises which is the subject of such offer to Company on the same terms and conditions as set forth in said offer. Upon receipt of any such notice and copy of such offer from Lessor, Company shall have thirty (30) days thereafter within which to accept the same. Should Company fail to accept any such offer within said thirty (30) day period, Lessor shall be free to sell said portion of the Premises to the original offeror upon the same terms and conditions offered to Company without further notice to Company. Should Lessor after having made such offer to Company as above described, fail to sell said portion of the Premises upon the same terms and conditions offered to Company, Lessor shall give Company notice and the first right to purchase in the manner set forth above of any further or different offers received by Lessor for the purchase of said portion of the Premises and shall first offer to sell the same to Company upon the same terms and conditions before accepting any such further or different offer. The right of first refusal set forth herein is a continuing right of first refusal to purchase and shall apply to all subsequent bona fide offers from third parties after a sale by Xxxxxx, or its successors, to a party other than Company.
Right of First Refusal to Purchase. In connection with the proposed transfer of certain lands in Whistler, British Columbia hereinafter defined as the “Emerald Lands” from the Lil’wat Nation and the Squamish Nation (together the “First Nations”) to the Resort Municipality of Whistler (“RMOW”), RMOW agrees to grant to the First Nations an irrevocable right of first refusal (the "Right of First Refusal")to purchase all or a portion of the Emerald Lands on the terms and conditions set forth in this letter. The Emerald Lands are those lands registered in the name of 0780185 B.C. Ltd, and jointly and beneficially owned by the First Nations which are legally described as: PID: 000-000-000 District Xxx 0000, Xxxxx 0, Xxx Xxxxxxxxxxx Xxxxxxxx, XXXX covenants and agrees that so long as it is the registered and beneficial owner of the Emerald Lands (the “Premises”) it will not sell, agree to sell, transfer, or in any manner dispose of or agree to dispose of the Premises or any portion thereof other than in accordance with the following procedure:
Right of First Refusal to Purchase. (a) Tenant shall have a right of first refusal to purchase the Demised Premises under the terms and conditions set forth in this Article ("Purchase Right").
(b) In the event Landlord receives a bona fide offer to purchase the Demised Premises ("Offer"), before entering into an agreement of sale with such third party purchaser, Landlord shall offer to Tenant the opportunity to purchase the Demised Premises, and the associated land and improvements (collectively, the "Property"), under the terms and conditions contained in such Offer. In the event the Offer is for more than the Property, Tenant's Purchase Right shall be applicable to the Property or, at Tenant's option, the larger parcel for which the Offer has been made.
(c) Landlord shall notify Tenant in writing of the existence of Offer, and the terms thereof, and Tenant shall have thirty (30) days from Tenant's receipt of Landlord's notice to elect to accept such Offer. In order to exercise the Purchase Right, Tenant must execute a written agreement to purchase the Property ("Agreement") containing terms and conditions substantially as contained within the Offer, and deliver same to Landlord together with any deposit(s) required by such Offer. The closing of Tenant's Purchase Right shall occur within ninety (90) days of the date of Tenant's delivery of the Agreement to Landlord. Such closing shall occur at the offices of Tenant's counsel in Philadelphia, Pennsylvania, or such other location as the parties shall agree.
(d) In the event Tenant does not submit such written Agreement to Landlord within such thirty (30) day period, or if Tenant elects prior to the end of such period not to exercise its Purchase Right, then and thereafter this Purchase Right shall be null and void with respect to such Offer, and Landlord shall have the right to sell the Property under the terms and conditions set forth in such Offer; provided, however, that if Landlord does not sell the Property pursuant to such Offer, Tenant shall have a Purchase Right as contained within this Section for any future bona fide offers received by Landlord, or for any sale under the Offer previously received by Landlord, if such Offer contains modified terms or conditions.
(e) Notwithstanding anything to the contrary contained in this Lease, Tenant's Purchase Right shall be binding upon, and exercisable against, any successors or assigns of Landlord.
Right of First Refusal to Purchase. If Landlord shall ---------------------------------- determine during the term of this Lease that it is lawful and in the public interest to sell the Premises, or any portion thereof, Landlord shall, prior to making the Premises or part thereof available for sale to any other party, provide Developer with the opportunity to purchase said property at its fair market value, as determined by an appraisal obtained by Landlord. If Developer has not entered into an agreement to purchase said property within sixty (60) days of the date it is first offered for sale to Developer at the price theretofore determined by Landlord to be the fair market value, Landlord may offer the property for sale on the open market. Provided, however, that if Landlord should reduce the fair market value of the Premises or part thereof to be sold by seven and one-half percent (7.5%) or more, Developer's first refusal rights shall be reinstated. Developer shall respond to any such re-offer within five (5) business days, and if Developer fails to respond within that time period Developer's first refusal rights shall terminate. The determination whether such property shall be made available for sale is and shall be within the sole and exclusive discretion of Landlord. Landlord shall determine the legality of such action prior to making a determination to sell on the basis of the law then in effect.
Right of First Refusal to Purchase. If during the Lease Term, Landlord receives an unsolicited Bona Fide Offer (defined below) for the purchase of any of the Option Properties, which Landlord intends to accept, the following provisions shall apply:
(A) Landlord shall give Tenant written notice of the applicable Option Property, the purchase price, and the other material terms and conditions of such offer ("Landlord's Notice"). Tenant shall have the right ("Right of First Refusal") to elect to purchase the Option Property for the purchase price and on the other terms and conditions specified in Landlord's Notice, subject to the provisions of this Paragraph 31. Tenant shall exercise the Right of First Refusal, if at all, by delivery of written notice to Landlord (the "Acceptance") within ninety (90) days after receipt of Landlord's Notice. Tenant's failure to deliver its Acceptance within said ninety (90) day period shall conclusively be deemed to be a rejection by Tenant of the offer set forth in Landlord's Notice. If Tenant rejects or is deemed to have rejected the offer set forth in Landlord's Notice, Landlord may thereafter sell the Option Property on such terms and conditions as Landlord in its sole discretion shall determine, provided that if the purchase price shall be reduced more than five percent (5%) below the purchase price set forth in Landlord's Notice, Landlord shall "re-offer" the Option Property by giving Tenant a new Landlord's Notice ("Landlord's Modified Notice"), but in such case Tenant must exercise the Right of First Refusal, if at all, by delivering written notice to Landlord within ten (10) days after receipt of Landlord's Modified Notice.
(B) If Tenant elects to purchase the Option Property, the terms and conditions set forth in Landlord's Notice shall constitute a binding agreement of purchase and sale between Landlord and Tenant; provided, however, that the time of performance shall be appropriately extended to take into account the time elapsed between presentation to Tenant of Landlord's Notice and Tenant's Acceptance. Within five (5) business days after Tenant's Acceptance of the offer contained in Landlord's Notice, an escrow shall be opened with a reputable title company of Tenant's choice and reasonably approved by Landlord (the "Escrow") and within said five (5) business day period Tenant shall deliver or cause to be delivered to the Escrow a copy of Landlord's Notice and Tenant's Acceptance, along with any deposit specified in Landlord's Notice.
Right of First Refusal to Purchase. Subject to the terms and conditions of the Lease, from and after the date of the Lease and continuing during the Term (including any Renewal Term), Landlord has granted Tenant an ongoing right of first refusal to purchase the Premises for which Landlord receives a third-party offer that Landlord desires to accept, to be exercised in accordance with the terms and conditions of the Lease.
