Right of First Offer to Purchase Clause Samples
The Right of First Offer to Purchase clause grants a party the initial opportunity to negotiate the purchase of an asset before the owner offers it to third parties. In practice, if the owner decides to sell, they must first notify the holder of this right and allow them to make an offer; only if the holder declines or cannot reach an agreement can the owner seek other buyers. This clause helps ensure the holder has a preferential chance to acquire the asset, thereby protecting their interests and potentially simplifying future transactions.
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Right of First Offer to Purchase. Provided that (a) Tenant has not assigned this Lease and (b) Tenant is not, at the time Landlord would otherwise deliver a Landlord’s Offer (defined below), subleasing more than % of the Premises, it being intended that all rights pursuant to this provision are and shall remain personal to the original Tenant under this Lease, and shall not be transferable or exercisable by or for the benefit of any other party, and so long as no default (beyond applicable notice and cure periods) on the part of Tenant then exists under this Lease, Tenant shall have a right of first offer to purchase Landlord’s interest in the Project on the terms and conditions provided below. As used herein, for purposes hereof, the term “control” means the direct or indirect ownership of more than fifty percent (50%) of the voting securities of an entity or possession of the right to vote more than fifty percent (50%) of the voting interest in the ordinary direction of the entity’s affairs.
(a) If Landlord decides to sell its fee interest in the Project, Landlord shall submit to Tenant a written offer (“Landlord’s Offer”) identifying the price at which Landlord is willing to offer the Project for sale based upon Landlord’s reasonable good faith belief as to the fair market value of the Project (the “Purchase Price”); provided, however, that if a sale under this Section 32 actually closes within five (5) years from the Commencement Date, then, notwithstanding the foregoing or anything to the contrary contained in this Section 32, the Purchase Price for the Project shall be equal to the Net Book Value (as defined below) of the Project as of the Commencement Date. Within thirty (30) days after receipt of Landlord’s Offer, Tenant shall give Landlord written notice of Tenant’s rejection or unqualified and unconditional acceptance of Landlord’s Offer. As used herein, the “Net Book Value shall mean he allocated value of the ROFR Property as of the “Operational Separation Date” as determined and defined in the Master Separation Agreement between the parties, which the parties anticipate will be effective as of August 1, 2014.
(b) If Tenant timely accepts Landlord’s Offer as provided above, Landlord shall, within ten (10) business days after Landlord’s receipt of notice of Tenant’s acceptance, submit to Tenant a Purchase and Sale Agreement prepared by Landlord’s counsel for the Project providing for (i) sale of the Project on an “as is” basis without representations or warranties of any kind exc...
Right of First Offer to Purchase. (a) So long as no Event of Default has occurred and Tenant gives Landlord the written Acceptance Notice hereinafter described, and provided that this Lease is and remains in full force and effect, then, during the Term, Tenant shall have the right (the "First Offer Right") to purchase the Premises, subject to the terms and conditions hereinafter set forth.
(b) Prior to Landlord offering the Premises for sale, Landlord shall give Tenant written notice (the "Offer Notice") advising Tenant that Landlord has decided to sell the Premises. The Offer Notice shall set forth the price Landlord would be willing to accept from Tenant, and any other economic terms and conditions, with respect to Landlord's sale of the Premises to Tenant. Tenant's First Offer Right shall be exercisable by written notice (the "Acceptance Notice") from Tenant to Landlord accepting such sales price and such other terms and conditions. The Acceptance Notice, to be valid, must be given by Tenant to Landlord not later than forty five (45) days after the Offer Notice is given by Landlord, time being of the essence.
(c) If Tenant has validly exercised its First Offer Right as provided above, then, Landlord and Tenant shall enter into a real estate sales contract providing for such sales price and such other terms and conditions, and containing customary terms and conditions pursuant to which Landlord agrees to convey recordable title to the Premises to Tenant by good and sufficient special warranty deed, free and clear of all liens and encumbrances other than the Permitted Encumbrances and such other covenants, restrictions, and matters of record which do not adversely impair Tenant's use of the Premises as an office building as set forth in a title report to be furnished by Landlord to Tenant, and providing for Tenant to deposit a down payment of ten percent (10%) of the applicable purchase price. If Tenant exercises the First Offer Right, payment of the purchase price and conveyance to Tenant shall be made within thirty (30) days from the date of said exercise. The Lease shall terminate at the closing date of the sale of the Premises to Tenant. If Tenant exercises Tenant's First Offer Right, Tenant's default under such real estate sales contract shall constitute an Event of Default. Impositions shall not be prorated on or as of the closing date of such sale, and shall remain the responsibility of Tenant.
(d) If the First Offer Right is not exercised by Tenant giving Landlord the Acceptance N...
Right of First Offer to Purchase. (a) If during the initial term of this lease, Landlord desires to sell all or any portion of the Premises, whether in an asset transaction or, in substance, as a transfer of ownership interests, directly or indirectly, pertaining to the Premises, in a transaction intended to affect interests in the Premises as distinguished from all or substantially all of Landlord’s and its affiliates’ business interests, unless all or substantially all of said interests relate primarily to Landlord’s interest in the Premises (in either case, herein called the “Offered Property”), subject to the provisions of Section 44.03, Landlord shall give Tenant a notice (herein called the “Offering Notice”) offering to sell the Offered Property to Tenant at the purchase price (the “Offer Price”) and on the terms and conditions contained therein. Within thirty (30) days after the Offering Notice is given to Tenant (herein called the “Option Period”), Tenant shall elect, by notice to Landlord, to either (i) purchase the Offered Property on the terms contained in the Offering Notice (without any substantive change whatsoever) or (ii) refuse to purchase the Offered Property as herein provided. Time shall be of the essence with respect to Tenant’s election, and any failure by Tenant to notify Landlord of its election shall be deemed to be an election to refuse, and a waiver of Tenant’s right, to purchase the Offered Property in response to such Offering Notice (but not a waiver of any other rights that Tenant may have pursuant to this Article 44 in connection therewith). Landlord shall not be permitted to revoke the Offering Notice during the Option Period, but the Offering Notice shall be deemed to be revoked during the Option Period if Landlord and Tenant or its designee enter into a purchase agreement on terms different than those contained in the Offering Notice. If Tenant desires to purchase the Offered Property, Tenant and Landlord shall enter into a purchase agreement, the form of which shall be negotiated in good faith by the parties and must include the terms set forth in the Offering Notice and the Terms set forth in Section 44.01(b) (the “Offer Contract”). The Offer Contract must be entered into within thirty (30) days following the expiration of the Option Period. Notwithstanding the foregoing, if the parties are not able to agree upon a final form of the Offer Contract within said thirty (30) day period, upon the request of either party, the final form of Offer Contract may ...
Right of First Offer to Purchase. If Landlord intends to sell the Property during the Lease Term, and provided no Event of Default then exists, Tenant shall have a right of first offer to purchase the Property ("Tenant's Right of First Offer to Purchase") on the terms and conditions at which Landlord proposes to sell the Property to a third party. Landlord shall give Tenant written notice of its intent to sell and shall indicate the terms and conditions (including the sale price) upon which Landlord intends to sell the Property to a third party. Tenant shall thereafter have sixty (60) days to elect in writing to purchase the Property and execute a Purchase and Sale Agreement with respect thereto and shall have an additional fifty (50) days to close on the acquisition of the Property on the terms and conditions set forth in the notice provided by Landlord to Tenant; provided that prior to the execution of a binding purchase and sale agreement, Landlord shall retain the right to elect not to sell the Property. If Tenant does not elect to purchase the Property, then Landlord shall be free to sell the Property to a third party. However, if the price at which Landlord intends to sell the Property to a third party is less than 95% of the price set forth in the notice provided by Landlord to Tenant, then Landlord shall again offer Tenant the right to acquire the Property upon the same terms and conditions, provided that Tenant shall have only thirty (30) days thereafter to complete the acquisition at such price, terms and conditions.
Right of First Offer to Purchase. Tenant shall be granted a right of first offer to negotiate for the purchase of the Building. Landlord agrees to provide Tenant with written notice of the availability of the Building for sale and offer the Building in its entirety to Tenant on such terms and conditions as Landlord would offer to third parties, as determined by Landlord in its sole and absolute discretion, prior to marketing said space to third parties. Tenant shall have sixty (60) days from the date of Landlord’s Notice to respond in writing to the same. If Landlord has not received a written response by the end of said sixty (60) day period or if Tenant declines to accept Landlord’s offer or makes a counteroffer which Landlord shall reject, in writing, as unacceptable in Landlord’s sole and absolute discretion, Landlord shall thereafter be free to market the Building and sell the Building for not less than the counter-offer submitted by Tenant If Landlord and Tenant agree on terms for the sale of the Building, but are subsequently unable, in good faith, to consummate an agreement with respect thereto acceptable to both Landlord and Tenant, Landlord shall thereafter be free to market the Building and sell the Building on such terms and conditions as landlord shall determine, in its sole and absolute discretion, without any further obligation to offer said Building again to Tenant.
Right of First Offer to Purchase. The Lease contains a right of first offer to purchase the Premises or interests therein, as more particularly described in Article 44 of the Lease.
Right of First Offer to Purchase. During the term of this Lease, Landlord shall not sell fee title to the Building to any unaffiliated third party or parties, without first offering to sell the Building to Tenant upon the terms, covenants and conditions set forth in this Paragraph 38; provided, however, that as provided below this ------------ Paragraph 38 may cease to be of any force or effect prior to the expiration or ------------ earlier termination of the term of this Lease. Notwithstanding any provision of this Lease to the contrary, the provisions of this Paragraph 38 shall not apply ------------ to, and Tenant shall have absolutely no rights in connection with, any of the following: (i) any and all transfers of all or any portion of the Building, or any interest therein, by means of judicial foreclosure, trustee's sale, deed in lieu of foreclosure or similar conveyance, (ii) any and all transfers or conveyances of any ownership interests in Landlord or any of the parties or entities comprising Landlord (including without limitation transfers of partnership interests, membership interests, and shares of common and/or preferred stock), (iii) any and all transfers of tenancy-in-common interests in the Building by Landlord to, or by and among, the parties or entities comprising Landlord, (iv) the creation of any liens, encumbrances or security interests or the transfer of any interest in the Building for security purposes, and (v) the transfer of all or any portion of the Building, or any interest in the Building, to any Affiliate of Landlord or any partner, member or shareholder of Landlord.
Right of First Offer to Purchase. During the Initial Term and any Renewal Term, provided that Tenant is not in default under any of the terms or conditions of this Lease beyond applicable notice and cure periods, prior to selling the Premises to any third party, Landlord shall first deliver a written offer (“Offer”) to Tenant setting forth the material terms upon which Landlord proposes to offer to sell the Premises to such third party, and Tenant shall have the right for a period of ten (10) days after receipt of the Offer, to elect to purchase the Premises on the same terms and conditions set forth in the Offer by delivery of a written notice to Landlord accepting the Offer within such time period (the “Acceptance”). If Tenant does not timely deliver the Acceptance of the Offer without any modification, then Landlord shall be free to sell the Premises to a third party on the exact terms and conditions set forth in the Offer and Tenant shall no longer have a right of first offer with respect to the Offer. Prior to Landlord offering the Premises for sale or entering into a purchase contract on terms materially different than those set forth in the Offer, Landlord shall deliver an updated written Offer setting forth such revised terms and the foregoing process shall be repeated. If Tenant timely accepts the Offer (as evidenced by its timely delivery to Landlord of the Acceptance), then the parties shall proceed to closing of the sale of the Premises within thirty (30) days on industry standard terms. [Signature page follows]
Right of First Offer to Purchase. Landlord shall notify Tenant of its intent to market the Property for sale, and shall accord Tenant thirty (30) days from the date of notice (which notice shall include the purchase price to be sought by Landlord) to reach agreement with Landlord on terms and conditions of sale, in which event, the parties will enter into a contract memorializing such terms and proceed to closing. If the parties do not reach agreement within such thirty (30) day period, Landlord shall have the absolute right to sell the Property to any other party on such terms and conditions as may be acceptable to Landlord in its sole discretion.
Right of First Offer to Purchase. Subject to the terms and conditions set forth in this Paragraph 17, upon a Triggering Transfer (as defined in Paragraph 17(a)(v) below), Lessee shall have a recurring right of first offer (“Purchase ROFO”) with respect to the applicable Offered Building (as defined Paragraph 17(b) below).
(a) As used herein, the following terms shall have the meanings ascribed thereto below: