Right of First Refusal to Purchase Clause Samples

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. 29.1 Landlord shall not sell, transfer, convey, exchange, grant an option to purchase, lease or otherwise dispose of any portion of the Premises without first complying with this Section 29. The provisions of this Section 29 shall apply when Landlord receives from a third party a bona-fide offer to purchase a part, portion, or all of the Premises. 29.2 Landlord shall first give written notice to Tenant. Landlord’s written notice to Tenant shall contain the purchase price and all other terms or conditions of the proposed sale. The terms and conditions of any proposed purchase or sale shall be clear, complete and unambiguous. In order for a proposal by Landlord to be clear, complete, and unambiguous, the proposal must include the form of legally binding contract for the sale to the third party certified by Landlord as being a true and correct copy of the terms and conditions of said sale; such contract shall be in a customary and fair form then in common use for properties of this type in Lane County, Oregon. 29.3 Tenant may elect to accept the proposal, terms and conditions submitted by or to Landlord by giving to Landlord a written response within forty-five (45) days after Tenant’s receipt of Landlord’s notice. If Tenant elects to accept Landlord’s proposal, terms and conditions, then the transaction shall be closed as soon as reasonably practicable and after Title examination and Title Reports. 29.4 If Tenant does not accept Landlord’s proposal, terms and conditions within said forty-five (45) days, then Landlord may thereafter proceed to sell to another person or purchaser on the same terms and conditions as set forth in Section 29.2. Provided however: 29 – LEASE AGREEMENT pdx/112037/138180/KMP/1247874.9 29.4.1 Landlord’s sale to or purchase by another person or purchaser must close within one hundred twenty (120) days from the time Tenant rejects or is deemed to have rejected Landlord’s proposal. If the sale/purchase does not close within said one hundred twenty (120) days, then Landlord must again resubmit the proposal for sale/purchase to Tenant for its further consideration. Tenant’s further consideration and response shall be in a like manner and within fourteen (14) days of receipt of Landlord’s subsequent request; and 29.4.2 If Landlord makes or receives any proposal, term or condition different than the proposal, terms and conditions submitted to Tenant, then Landlord shall once again submit the new/different proposal, terms and conditions to Te...

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 Natural Gas Distribution System within the Municipal Service Area, which the Company is willing to accept, then the Company will promptly give written notice to the Municipality of the terms and conditions of such offer and the Municipality will during the next one hundred and twenty (120) days, have the right of first refusal to operate, take control of or purchase the Natural 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 the Municipality fails or refuses to exercise its right of first refusal, the Municipality will retain the right to withhold its consent to an assignment of this Agreement in accordance with paragraph 20 below. For the purposes of this paragraph 12, “operate, take control” will 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 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 applies where the offer pertains only to the entire Natural Gas Distribution System. 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 will be of no force and effect and will not apply.

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. 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: ▇▇▇-▇▇▇-▇▇▇ District ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ 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) If at any time after the first anniversary of the Commencement Date Landlord shall receive a bona fide written offer to purchase the Premises from a third party which is not affiliated with Landlord, which offer Landlord is willing to accept ("Outside Contract"), Landlord shall give written notice ("Sale Notice") thereof, together with a copy of such Outside Contract, to Tenant. Tenant shall have a right of first refusal ("Refusal Right") to purchase the Premises that is the subject of the Outside Contract in accordance with the terms and provisions thereof. If Tenant desires to exercise the Refusal Right, Tenant shall deliver written notice to that effect to Landlord within twenty (20) days after receipt of the Sale Notice ("Refusal Period"). If Tenant exercises the Refusal Right by the time and in the manner set forth in this subsection, Landlord and Tenant shall promptly execute a contract which includes the same material terms and conditions as the Outside Contract ("Sale Contract") and Tenant shall deposit when due any ▇▇▇▇▇▇▇ money deposit required thereunder. If Tenant does not execute a Sale Contract within fifteen (15) days after Tenant's receipt of such Sale Contract from Landlord, signed on behalf of Landlord, or if Tenant defaults in its obligations under such Sale Contract, then Landlord shall be free to consummate the sale pursuant to the Outside Contract (or another contract on substantially similar terms and conditions). (b) If Tenant does not exercise the Refusal Right by the time and in the manner set forth in subsection (a) above, then (i) the Refusal Right shall remain in full force and effect, but not with respect to the proposed sale pursuant to the Outside Contract, and (ii) Landlord shall be free to consummate the sale pursuant to the Outside Contract. If within one hundred eighty (180) days after the expiration of the Refusal Period Landlord does not consummate the sale pursuant to the Outside Contract, the Refusal Right shall again be applicable, and Landlord shall not thereafter sell the Premises pursuant to the Outside Contract without first offering Tenant the Refusal Right pursuant to this Section 21.1. (c) The rights granted to Tenant under this Section 21 shall not survive the expiration or termination of this Lease.

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 ▇▇▇▇▇▇, or its successors, to a party other than Company.

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.

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.