Common use of RIGHT OF FIRST OFFERING Clause in Contracts

RIGHT OF FIRST OFFERING. 22.1 Provided that Tenant has not sublet more than one (1) full floor of the Demised Premises and if, before the last twenty-four (24) months of the Lease Term (after taking into account any then remaining Renewal Term for which Tenant is then legally obligated), space in the Building becomes available to lease, either because the then existing tenant(s) occupying space on the floors contiguous to floors occupied by Tenant in the Building (a) elect(s) to vacate such space and its (their) lease agreement(s) is (are) terminated, or (b) do(es) not enter into a new lease agreement (c) do(es) not exercise any extension or renewal rights under its (their) existing lease(s), or (d) for any other reason, then within a reasonable period of time after Landlord becomes aware that the space is or is about to become available, including due to notification by the existing tenant occupying such block of space that such block of space will become available, and, in any event, prior to entering into any agreement or binding understanding with another person or entity to lease such space, Landlord shall first offer such block of space (the “Offering Space”) in writing to Tenant. The exact size, location, and configuration of the Offering Space shall be as reasonably determined by Landlord. The Offering Space shall be offered to Tenant in writing at (i) One Hundred Percent (100%) of the Prevailing Market Rate for Base Annual Rent and Additional Rent in effect at the time the Offering Space becomes available, (ii) One Hundred Percent (100%) of the fair market concessions in effect at the time the Offering Space becomes available, including, without limitation, a reasonable buildout time of not less than ninety (90) days, in the case of space less than 15,000 square feet and One Hundred Twenty (120) days in the case of space in excess of 15,000 sq. ft. but less than a full floor following the date such space is delivered to Tenant, and (iii) for a term co-terminous with the Term for the remainder of the Demised Premises (subject to extension along with the Term for the original Demised Premises in the event Tenant properly exercises any Renewal Options). Tenant shall have ten (10) business days in which to accept in writing Landlord’s offer for the Offering Space, time being of the essence (subject to Section 22.2 below). Tenant shall have option of accepting (i) the entire Offering Space; or (ii) if the Offering Space is more than one full floor, then Tenant may accept a portion of the Offering Space in full floor increments (and/or all of the space offered). If Tenant fails to accept Landlord’s offer within the time specified, Landlord shall have no further obligation to Tenant with respect to any of such space until it becomes vacant again. In the event Tenant accepts Landlord’s offer for the Offering Space within the time specified, Tenant agrees to accept the Offering Space in its “as is” condition at the time the previous occupant vacates, but with Landlord’s Delivery Work done, provided that the Offering Space is delivered to Tenant, with the Systems servicing the premises in good working order and condition, and with all Hazardous Substances removed or encapsulated as described in Exhibit E with respect to the Offering Space. 22.2 Within twenty (20) days after Tenant timely accepts Landlord’s offer for the Offering Space Landlord and Tenant shall negotiate in good faith to determine the Prevailing Market Rate for Base Annual Rent applicable to such Offering Space. If during the twenty (20)-day period following Tenant’s written acceptance, the parties agree on such Prevailing Market Rate for Base Annual Rent and other related economic terms, then they shall promptly execute an amendment to this Lease stating the Base Annual Rent and other related economic terms so agreed upon. In the event Landlord and Tenant are unable to agree upon the Base Annual Rent and other related economic terms applicable to any such Offering Space by the last day of such twenty (20) day period, then the Base Annual Rent and related economic terms shall be determined by arbitration using the same methods and standards set forth in Article 19 for the determination of the Prevailing Market Rate. 22.3 Tenant shall execute an amendment to this Lease evidencing the terms and conditions for the leasing of the Offering Space. Landlord makes no representation that any carpeting or special improvements present in the additional space prior to the time the previous occupant vacates the space will remain for Tenant’s use. This right of first offering shall not apply to any block of space which is: (a) Intentionally Omitted, (b) then offered for sublet or assignment by the then existing tenant thereof, or (c) re-leased by the existing tenant thereof by renewal, extension or renegotiation. This right of first offering is contingent on Tenant not having been in default (of which Landlord had previously given Tenant notice) of any of the terms or conditions of this Lease at the time before the time of Landlord’s offer, Tenant’s acceptance of Landlord’s offer and thereafter through the date on which the term of the additional space commences.

RIGHT OF FIRST OFFERING. 22.1 Provided A. From and after the first (lst) anniversary of the Additional Premises Commencement Date, Tenant shall have the following option for the demise of (i) the entirety of that certain portion of the twenty-third (23rd) floor ("R/O PORTION 23") of the building, as delineated on the rental plan annexed hereto as Exhibit "All and made a part hereof, and (ii) the entirety of that certain portion of the twenty-fourth (24th) floor ("R/O PORTION 24") of the Building, as delineated on the rental plan annexed hereto as Exhibit "B" and made a part hereof (the R/O Portion 23 and the R/O Portion 24 shall hereinafter be referred to collectively and individually as the "R/O PREMISES"). B. In the event that Landlord shall make the offer contemplated by Paragraph A hereof and Tenant has not sublet more than one shall accept such offer in the manner provided therein, the R/O Premises to which such offer and acceptance relates, shall be added to and included in the demised premises effective upon the later of (1) full floor the date the R/O Premises becomes available for Tenant's occupancy, or (2) the date Tenant's notice accepting such offer of R/O Premises is given. (The effective date of the Demised Premises and if, before the last twenty-four (24) months inclusion of the Lease Term (after taking into account any then remaining Renewal Term for which Tenant is then legally obligated), space R/O Premises in the Building becomes available demised premises pursuant to lease, either because this Article 21 is hereinafter referred to as the then existing tenant(s) occupying space on "INCLUSION DATE"). Promptly after the floors contiguous to floors occupied by Tenant inclusion of the R/O Premises in the Building demised premises, Landlord and Tenant shall enter into a recordable supplementary agreement with respect thereto. C. Effective as of the Inclusion Date: 1. the fixed annual rent payable hereunder shall be increased by the product obtained by multiplying the square foot area of R/O Portion 23 as reasonably determined by Landlord (the "R/O PORTION AREA") in the case of R/O Portion 23, and 7,656, in the case of R/O Portion 24, by the higher of (a) elect(san amount equal to twelve (12) times the monthly installment of fixed annual rent for the month preceding the month in which the Inclusion Date occurs determined on a per rentable square foot basis (including the value of electric service pursuant to vacate such space and its (their) lease agreement(s) is (are) terminatedArticle 46 of the Lease), or (b) do(es) not enter into the amount on a new lease agreement (c) do(es) not exercise any extension or renewal rights under its (their) existing lease(s)per rentable square foot basis as determined in accordance with Paragraph C of Article 22 hereof, or (d) for any other reason, then within a reasonable period except the term "Determination Date" shall be the date of time after Landlord becomes aware that receipt by Tenant of Landlord's Notice; the space is or is about to become available, including due to notification by the existing tenant occupying such block of space that such block of space will become available, and, term "R/O Premises" shall be inserted in any event, prior to entering into any agreement or binding understanding with another person or entity to lease such space, Landlord shall first offer such block of space (the “Offering Space”) in writing to Tenant. The exact size, location, and configuration lieu of the Offering Space term "demised premises", the phrase "from and after the Inclusion Date" shall be as reasonably determined by Landlord. The Offering Space inserted in lieu of the phrase "for the Additional Extension Term"; and the term "Inclusion Date" shall be offered to Tenant inserted in writing at (i) One Hundred Percent (100%) lieu of the Prevailing Market Rate for Base Annual Rent term "Expiration Date" and Additional Rent in effect at the time the Offering Space becomes available, (ii) One Hundred Percent (100%) phrase "Commencement Date of the fair market concessions in effect at Additional Extension Term". Landlord's Notice shall specify the time the Offering Space becomes available, including, without limitation, a reasonable buildout time of not less than ninety (90) days, in the case of space less than 15,000 square feet and One Hundred Twenty (120) days in the case of space in excess of 15,000 sq. ft. but less than a full floor following the date such space is delivered to Tenant, and (iii) for a term co-terminous with the Term for the remainder of the Demised Premises (subject to extension along with the Term for the original Demised Premises in the event Tenant properly exercises any Renewal Options). Tenant shall have ten (10) business days in which to accept in writing Landlord’s offer for the Offering Space, time being of the essence (subject to Section 22.2 below). Tenant shall have option of accepting (i) the entire Offering Space; or (ii) if the Offering Space is more than one full floor, then Tenant may accept a portion of the Offering Space in full floor increments (and/or all of the space offered). If Tenant fails to accept Landlord’s offer within the time specified, Landlord shall have no further obligation to Tenant with respect to any of such space until it becomes vacant again. In the event Tenant accepts Landlord’s offer for the Offering Space within the time specified, Tenant agrees to accept the Offering Space in its “as is” condition at the time the previous occupant vacates, but with Landlord’s Delivery Work done, provided that the Offering Space is delivered to Tenant, with the Systems servicing the premises in good working order and condition, and with all Hazardous Substances removed or encapsulated as described in Exhibit E fixed annual rent payable with respect to the Offering Space. 22.2 Within twenty (20) days after Tenant timely accepts Landlord’s offer for the Offering Space Landlord and Tenant shall negotiate in good faith R/O Premises pursuant to determine the Prevailing Market Rate for Base Annual Rent applicable to such Offering Space. If during the twenty (20)-day period following Tenant’s written acceptance, the parties agree on such Prevailing Market Rate for Base Annual Rent and other related economic terms, then they shall promptly execute an amendment to this Lease stating the Base Annual Rent and other related economic terms so agreed upon. In the event Landlord and Tenant are unable to agree upon the Base Annual Rent and other related economic terms applicable to any such Offering Space by the last day of such twenty (20) day period, then the Base Annual Rent and related economic terms shall be determined by arbitration using the same methods and standards set forth in Article 19 for the determination of the Prevailing Market Rate. 22.3 Tenant shall execute an amendment to this Lease evidencing the terms and conditions for the leasing of the Offering Space. Landlord makes no representation that any carpeting or special improvements present in the additional space prior to the time the previous occupant vacates the space will remain for Tenant’s use. This right of first offering shall not apply to any block of space which is: either clause (a) Intentionally Omitted, or (b) then offered for sublet or assignment by the then existing tenant thereof, or (c) re-leased by the existing tenant thereof by renewal, extension or renegotiation. This right of first offering is contingent on Tenant not having been in default (of which Landlord had previously given Tenant notice) of any of the terms or conditions of this Lease at the time before the time of Landlord’s offer, Tenant’s acceptance of Landlord’s offer and thereafter through the date on which the term of the additional space commencesimmediately preceding sentence.