Right of First Refusal to Purchase Project. If Landlord receives a bona fide offer to purchase the Building from an independent third party purchaser (whether or not solicited by Landlord) ("Third Party Offer") at any time during the Lease Term, as and if extended, and provided Tenant is not then in default of the terms and provisions of this Lease beyond any applicable period(s) of notice and/or cure, Tenant shall have a first right of refusal to purchase the Building for the same price and upon the same terms and conditions as set forth in said Third Party Offer. Tenant shall have twenty (20) business days from receipt of written notice from Landlord in which the price, terms and conditions of the Third Party Offer are set out with reasonable specificity ("Offer Notice") in which to accept or reject Landlord's said offer. In the event Tenant fails to notify Landlord in writing of its intent to purchase within said twenty (20) day period, such failure shall be conclusively deemed a rejection of Landlord's said offer and Landlord can proceed to close the sale with the third party for the price and upon all material terms and conditions set out in said Third Party Offer, but none other. In the event of any material change in the price or in the event of any material change in the terms and conditions of said Third Party Offer, Landlord shall again provide the Tenant with an Offer Notice and the Tenant shall, once again, have twenty (20) business days in which to accept or reject such revised offer. If Tenant accepts said offer, the Closing of said purchase shall occur at the time and in accordance with the terms and conditions specified in the Third Party Offer. At least twenty (20) business days prior to formally offering the Building to potential third party purchasers, Landlord shall advise Tenant, in writing, of its intention to offer the Project for sale and the proposed price, terms and conditions of said offer. Said notice shall be deemed to be an Offer Notice and Tenant shall have twenty (20) business days from receipt thereof to notify Landlord, in writing, of its intent to purchase the Building for said price and upon said terms and conditions. In the event Tenant notifies Landlord that it will not purchase the Building for said price and upon said terms and conditions or if Tenant fails to respond to Landlord's aforesaid Offer Notice, then Landlord may proceed to offer and sell the Building to any third party purchaser for the price and upon all material terms and conditions set out in the said Offer Notice for a period of six (6) months following the giving by Landlord to Tenant of the notice aforesaid and in the event of any material change in the price or any material change in the terms and conditions [and an offer in which the present value of the economic terms of said offer (when view in their entirety) are less than ninety-six percent (96%) of the present value of the economic terms set out in the Offer Notice (in each instance using a 10% discount rate for future economic obligations) shall be deemed material] or in the event that a binding contract for sale is not entered into within said six (6) month period [and closed within six (6) months of the execution of said contract] then Landlord shall again offer the Building to Tenant upon the changed price, terms and/or conditions as aforesaid; provided, however, Tenant shall respond to any such "re-offering" within ten (10) business days of Landlord's said "re-offer".
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Sources: Office Lease (Express Scripts Inc)
Right of First Refusal to Purchase Project. During the term of the Lease, Tenant shall have right of first refusal ("Right of First Refusal to Purchase") to purchase the Project based on an average appraised value as submitted by two certified appraisers selected by Tenant. If Landlord receives a bona fide an offer to purchase the Building Project from an independent a third party purchaser (whether or not solicited by Landlord) ("Third Party Offer") at any time during the Lease Term, as and if extended, and provided Tenant is not then in default of the terms and provisions of this Lease beyond any applicable period(s) of notice and/or cure, Tenant shall have a first right of refusal which Landlord desires to purchase the Building for the same price and upon the same terms and conditions as set forth in said Third Party Offer. Tenant shall have twenty (20) business days from receipt of written notice from Landlord in which the price, terms and conditions of the Third Party Offer are set out with reasonable specificity ("Offer Notice") in which to accept or reject Landlord's said offer. In the event Tenant fails to notify Landlord in writing of its intent to purchase within said twenty (20) day period, such failure shall be conclusively deemed a rejection of Landlord's said offer and Landlord can proceed to close the sale with the third party for the price and upon all material terms and conditions set out in said Third Party Offer, but none other. In the event of any material change in the price or in the event of any material change in the terms and conditions of said Third Party Offeraccept, Landlord shall again provide present the same, in writing, to Tenant, and Tenant with an Offer Notice and the Tenant shall, once again, shall thereafter have twenty thirty (2030) business days in which to accept or reject such revised offerthat offer by notice to Landlord. The Right of First Refusal to Purchase shall apply to any portion of the Project offered for sale by Landlord. If Tenant accepts said offerrejects that offer or fails to accept the same in writing within that time, then Landlord shall be free to sell the Project to the third party on substantially similar terms and conditions to those offered to Tenant in the foregoing manner.
i. Each Right of First Refusal to Purchase shall, at Landlord's election, be null and void if Tenant is in default under the Lease at the date Landlord would otherwise notify Tenant of the offer concerning the offer to purchase. After Tenant validly exercises a Right of First Refusal to Purchase, the Closing parties shall execute a sales agreement for the Project, and Landlord shall prepare the same, confirming the obligation of said the Tenant to purchase the Project. Said sale agreement shall occur at the time and in accordance with contain the terms and conditions specified in of the Third Party Offer. At least twenty (20) business days prior to formally offering the Building to potential original third party purchasersoffer to purchase, Landlord shall advise Tenant, in writing, require an ▇▇▇▇▇▇▇ money deposit of its intention to offer the Project for sale and the proposed price, terms and conditions of said offer. Said notice shall be deemed to be an Offer Notice and Tenant shall have twenty (20) business days from receipt thereof to notify Landlord, in writing, of its intent to purchase the Building for said price and upon said terms and conditions. In the event Tenant notifies Landlord that it will not purchase the Building for said price and upon said terms and conditions or if Tenant fails to respond to Landlord's aforesaid Offer Notice, then Landlord may proceed to offer and sell the Building to any third party purchaser for the price and upon all material terms and conditions set out in the said Offer Notice for a period of six (6) months following the giving by Landlord to Tenant of the notice aforesaid and in the event of any material change in the price or any material change in the terms and conditions [and an offer in which the present value of the economic terms of said offer (when view in their entirety) are no less than ninety-six five percent (965%) of the present value Project purchase price, shall contain terms and conditions customary for Hilton Head Island, South Carolina, and shall obligate Tenant to close the purchase within ninety (90) days of the economic terms set out in the Offer Notice (in each instance using a 10% discount rate for future economic obligations) shall be deemed material] or in the event that a binding contract for sale is not entered into within said six (6) month period [and closed within six (6) months Tenants exercise of its Right of First Refusal to Purchase. An otherwise valid exercise of the execution Right of said contract] then Landlord First Refusal contained in this Lease shall again offer the Building not be fully effective until such confirmatory documentation is executed.
ii. Each and all Rights of First Refusal to Purchase are personal to Tenant upon and may not be exercised or enjoyed by any other person. If the changed price, terms and/or conditions as aforesaid; provided, however, Lease or Tenant's right to possession of the Leased Premises shall terminate in any manner whatsoever before Tenant shall respond exercise a Right of First Refusal to Purchase, then immediately upon such termination, Right of First Refusal to Purchase shall simultaneously terminate and become null and void. Under no circumstances whatsoever shall a subtenant under a sublease of the Leased Premises have any such "re-offering" within ten (10) business days right to exercise a Right of Landlord's said "re-offer"First Refusal to Purchase granted in this Lease.
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