Common use of Right of First Refusal - Lease Clause in Contracts

Right of First Refusal - Lease. Landlord hereby grants to Tenant the right of refusal to lease space in the Building which becomes “available” during the Lease Term (the “Refusal Space”) on the terms and conditions hereinafter set forth. As used herein, space shall be deemed “available” when it is not subject to the rights of any other tenant which is a tenant under a lease which is in effect as of the date of this Lease (whether such rights are current, to be exercised in the future or the result of future negotiation with a tenant to extend the term of its lease). (a) Upon receipt by Landlord of a third party offer to lease any Refusal Space, which offer is acceptable to Landlord, Landlord shall notify Tenant of the economic and other material terms of such offer (the “Offer Notice”). (a) Tenant’s right to lease the Refusal Space from Landlord shall be exercisable by written notice from Tenant to Landlord of Tenant’s election to exercise said right given not later than ten (10) business days after Tenant’s receipt of the Offer Notice, time being of the essence. Tenant may not elect to lease less than the entire area of Refusal Space described in the Offer Notice. If Tenant does not timely exercise its option to lease the entire Refusal Space described in the subject Offer Notice, Tenant’s right to lease such Refusal Space shall thereupon expire and Landlord shall have the right to lease such Refusal Space to a third party, free of any rights of Tenant. (b) Tenant may only exercise its right to lease the Refusal Space, and an exercise thereof shall only be effective, if at the time of Tenant’s exercise of said right and on the Refusal Space commencement date, this Lease is in full force and effect and no event or circumstance exists which, with the giving of notice or the passage of time, or both, could constitute a default by Tenant under the Lease and inasmuch as such option is intended only for the benefit of the original Tenant named in this Amendment, the entire Premises is occupied by the original Tenant named in this Amendment. No assignee shall be entitled to exercise such option other than an assignee to whom Tenant is permitted to assign without Landlord’s consent. No sublessee shall be entitled to exercise said option. (c) If Tenant has validly exercised its right to lease the Refusal Space, then, effective as of the Refusal Space commencement date, such Refusal Space shall be included in the Premises, subject to all of the terms, conditions and provisions of this Lease, except as follows: (i) The Net Rentable Area of the Premises shall be increased by the rentable area of the Refusal Space, and Tenant’s Proportionate Share shall be increased in a corresponding manner; (ii) The term of the demise covering such Refusal Space be the term set forth in the Offer Notice; (iii) Base Rent for such Refusal Space shall be at the rental rate designated in the applicable Offer Notice; (iv) Landlord shall perform and pay the cost of tenant improvements in the Refusal Space to the same extent as described in the Offer Notice. Landlord shall prepare a written amendment to this Lease confirming the terms, conditions and provisions applicable to such Refusal Space as determined in accordance herewith. If Tenant fails to execute and deliver the Amendment to Landlord within ten (10) business days after receipt thereof, Tenant’s exercise of its right to lease the Refusal Space shall be rendered null and void and Landlord shall be free to lease such Refusal Space to the third party. (d) If Landlord should be unable on the Refusal Space commencement date to deliver possession of all or any portion of the Refusal Space to be delivered on such Refusal Space commencement date despite Landlord’s exercise of good faith and reasonable efforts to do so, Landlord shall not be subject to any liability for failure to deliver possession. Such failure to deliver possession shall not affect either the validity of the Lease or the obligations of either Landlord or Tenant hereunder or be construed to extend the expiration of the Term either as to such Refusal Space or the balance of the Premises; provided, however, that under such circumstances, rent shall not commence as to such Refusal Space until Landlord is able to deliver possession.

Right of First Refusal - Lease. Landlord hereby grants to Tenant the right of refusal to lease space in the Building which becomes “available” during the Lease Term (the “Refusal Space”) on the terms and conditions hereinafter set forth. As used herein, space shall be deemed “available” when it is not subject to the rights of any other tenant which is a tenant under a lease which is in effect as of the date of this Lease (whether such rights are current, to be exercised in the future or the result of future negotiation with a tenant to extend the term of its lease). (a) Upon receipt by Landlord Lessee shall a right of a third party offer first refusal under this Section 2.16 with respect to the arm's length, bona fide lease any Refusal Space, which offer is acceptable to Landlord, Landlord shall notify Tenant of the economic and other material terms of Project or any portion thereof or any interest therein (a "Lease") by Ground Lessor or Ground Lessor's successor-in-title to the Project or any portion thereof or any interest therein (Ground Lessor or such offer (the “Offer Notice”successor being hereinafter referred to as "Offeror"). (a) Tenant’s right to lease the Refusal Space from Landlord shall be exercisable by written notice from Tenant to Landlord of Tenant’s election to exercise said right given not later than ten (10) business days after Tenant’s receipt of the Offer Notice, time being of the essence. Tenant may not elect to lease less than the entire area of Refusal Space described in the Offer Notice. If Tenant does not timely exercise its option to lease the entire Refusal Space described in the subject Offer Notice, Tenant’s right to lease such Refusal Space shall thereupon expire and Landlord shall have the right to lease such Refusal Space to a third party, free of any rights of Tenant. (b) Tenant may only exercise its Prior to consummating a Lease to any person (other than Lessee) during the Lease Term, Offeror shall deliver to Lessee a written Lease offer (in the form of a Lease contract duly executed by Offeror) setting forth the rental and all other terms and conditions of the Lease which Offeror has contracted to make to a third party (collectively, the "Lease Offer Terms"), subject to Lessee's right of first refusal under this Section 2.16. If Lessee, by written instrument ("Acceptance Notice") delivered to Offeror within thirty (30) days after Lessee's receipt of the Lease Offer Terms, either accepts the Lease Offer Terms or offers to lease the Refusal Spacesubject property under terms and conditions no less favorable to Offeror than the Lease Offer Terms (the "Alternative Lease Offer Terms"), then Offeror and Lessee shall be deemed to have a binding contract for Lessee's Lease of the subject property from Offeror in accordance with the Alternative Lease Offer Terms, if any, and an exercise thereof shall only be effective, if at the time of Tenant’s exercise of said right and on the Refusal Space commencement date, this Lease is otherwise in full force and effect and no event or circumstance exists which, accordance with the giving Lease Offer Terms, even if such consummation occurs after termination of notice or the passage of time, or both, could constitute a default by Tenant under the Lease and inasmuch as such option is intended only for the benefit of the original Tenant named in this Amendment, the entire Premises is occupied by the original Tenant named in this Amendment. No assignee shall be entitled to exercise such option other than an assignee to whom Tenant is permitted to assign without Landlord’s consent. No sublessee shall be entitled to exercise said optionTerm. (c) If Tenant has validly exercised its right Lessee fails to lease the Refusal Spacedeliver a timely Acceptance Notice to Offeror, then, effective as for a period of one (1) year commencing on the date of Offeror's delivery of the Refusal Space commencement dateLease Offer Terms to Lessee, such Refusal Space Offeror shall be included entitled to consummate a Lease to a person other than Lessee in accordance with Lease terms and conditions no more favorable to the lessee than those terms and conditions contained in the Premises, subject to all of the terms, conditions and provisions of this Lease, except as follows: (i) The Net Rentable Area of the Premises shall be increased by the rentable area of the Refusal Space, and Tenant’s Proportionate Share shall be increased in a corresponding manner; (ii) The term of the demise covering such Refusal Space be the term set forth in the Lease Offer Notice; (iii) Base Rent for such Refusal Space shall be at the rental rate designated in the applicable Offer Notice; (iv) Landlord shall perform and pay the cost of tenant improvements in the Refusal Space to the same extent as described in the Offer Notice. Landlord shall prepare a written amendment to this Lease confirming the terms, conditions and provisions applicable to such Refusal Space as determined in accordance herewith. If Tenant fails to execute and deliver the Amendment to Landlord within ten (10) business days after receipt thereof, Tenant’s exercise of its right to lease the Refusal Space shall be rendered null and void and Landlord shall be free to lease such Refusal Space to the third partyTerms. (d) If Landlord should be unable on a Lease to a person other than Lessee is not consummated by Offeror in accordance with Section 2.16(c) hereof prior to the Refusal Space commencement date to deliver possession expiration of all or such one (1)-year period, then any portion proposed Lease of the Refusal Space to be delivered on such Refusal Space commencement date despite Landlord’s exercise of good faith and reasonable efforts to do so, Landlord subject property shall not again be subject to any liability for failure the provisions of this Section 2.16. (e) Definitions of initially capitalized terms in this Section 2.16 shall be limited to deliver possession. Such failure to deliver possession this Section 2.16. (f) The provisions of the last sentence of Section 2.16(b) shall not affect either survive the validity termination of the Lease or the obligations of either Landlord or Tenant hereunder or be construed to extend the expiration of the Term either as to such Refusal Space or the balance of the Premises; provided, however, that under such circumstances, rent shall not commence as to such Refusal Space until Landlord is able to deliver possessionTerm.

Right of First Refusal - Lease. If at any time during any term of this lease, Landlord hereby grants shall receive and be willing to accept the bone fide offer from a third party to lease the shopping center or if Landlord shall offer to sell the property to any third party, Landlord shall, if there is no event of default, promptly transmit to Tenant its offer to sell the right of refusal property to lease space in the Building which becomes “available” during the Lease Term (the “Refusal Space”) on the Tenant upon same terms and conditions hereinafter set forth. As used herein, space shall be deemed “available” when it is not subject to the rights of any other tenant which is a tenant under a lease which is in effect as of the date of this Lease (whether such rights are current, to be exercised in the future those offered by or the result of future negotiation with a tenant to extend the term of its lease). (a) Upon receipt by Landlord of a third party offer to lease any Refusal Space, which offer is acceptable to Landlord, Landlord shall notify Tenant of the economic and other material terms of such offer (the “Offer Notice”). (a) Tenant’s right to lease the Refusal Space from Landlord shall be exercisable by written notice from Tenant to Landlord of Tenant’s election to exercise said right given not later than ten (10) business days after Tenant’s receipt of the Offer Notice, time being of the essence. Tenant may not elect to lease less than the entire area of Refusal Space described in the Offer Notice. If Tenant does not timely exercise its option to lease the entire Refusal Space described in the subject Offer Notice, Tenant’s right to lease such Refusal Space shall thereupon expire and Landlord shall have the right to lease such Refusal Space to a third party, free of any rights of Tenant. (b) Tenant may only exercise its right to lease the Refusal Space, and an exercise thereof shall only be effective, if at the time of Tenant’s exercise of said right and on the Refusal Space commencement date, this Lease is in full force and effect and no event or circumstance exists which, with the giving of notice or the passage of time, or both, could constitute a default by Tenant under the Lease and inasmuch as such option is intended only for the benefit of the original Tenant named in this Amendment, the entire Premises is occupied by the original Tenant named in this Amendment. No assignee shall be entitled to exercise such option other than an assignee to whom Tenant is permitted to assign without Landlord’s consent. No sublessee shall be entitled to exercise said option. (c) If Tenant has validly exercised its right to lease the Refusal Space, then, effective as of the Refusal Space commencement date, such Refusal Space shall be included in the Premises, subject to all of the terms, conditions and provisions of this Lease, except as follows: (i) The Net Rentable Area of the Premises shall be increased by the rentable area of the Refusal Space, and Tenant’s Proportionate Share shall be increased in a corresponding manner; (ii) The term of the demise covering such Refusal Space be the term set forth in the Offer Notice; (iii) Base Rent for such Refusal Space shall be at the rental rate designated in the applicable Offer Notice; (iv) Landlord shall perform and pay the cost of tenant improvements in the Refusal Space to the same extent as described in the Offer Notice. Landlord shall prepare a written amendment to this Lease confirming the terms, conditions and provisions applicable to such Refusal Space as determined in accordance herewith. If Tenant fails to execute and deliver the Amendment to Landlord within ten (10) business days after receipt thereof, Tenant’s exercise of its right to lease the Refusal Space shall be rendered null and void and Landlord shall be free to lease such Refusal Space to the third party. , together with a true copy of such original offer. If Tenant shall not accept such offer within forty-five (d45) days after it is made, Landlord may, after the expiration of such forty-five (45) day period, sell such interest to a third party upon terms and conditions as those offered to the Tenant. If Tenant accepts such offer by notice to Landlord within the time permitted, the offer and acceptance shall constitute a contract for the sale by Landlord and the purchase by Tenant of the property at a closing to be held within thirty (30) days following the receipt by Landlord by Tenants notice of acceptance. On the date of such purchase, the Landlord shall convey the Premises in consideration of the payment of the purchase price. by quitclaim deed, conveying good clear record and marketable title to the Premises free of all liens and encumbrances except this lease and except for easements and restrictions of record which are listed on Exhibit E attached hereto. The Landlord may use the purchase price to pay off mortgage liens and like encumbrances. If Landlord should shall be unable on to give title, the Refusal Space commencement date to deliver possession of all or any portion of the Refusal Space to be delivered on such Refusal Space commencement date despite Landlord’s exercise of good faith and Landlord shall use reasonable efforts to do so, Landlord remove such defects in title. All remaining conditions of sale shall not be subject to any liability as found in the current Greater Boston Real Estate Board form purchase and sale agreement as reasonably adjusted for failure to deliver possession. Such failure to deliver possession shall not affect either the validity of the Lease or the obligations of either Landlord or Tenant hereunder or be construed to extend the expiration of the Term either as to such Refusal Space or the balance of the Premises; provided, however, that under such circumstances, rent shall not commence as to such Refusal Space until Landlord is able to deliver possessionthis transaction.