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 Tenant, for its further consideration. Tenant’s further consideration and responses shall be in a like manner and within a like time as described in Section 29.4.1 above. 29.5 The rights granted to Tenant pursuant to this Section 29 shall be continuous and shall terminate only upon expiration of the Lease Term as the same may be extended pursuant to Section 27. If one or more proposals are made to Tenant and Tenant does not accept the same, and the Property is, in whole or in part, transferred, the right of first refusal granted by this Agreement shall nonetheless apply to subsequent transfers of all or any portion of the Property, except that the forty-five (45) day time frame set forth in Sections 29.3 and 29.4 shall be shortened to thirty (30) days, and the one hundred twenty (120) day time frame set forth in Section 29.4.1 shall be increased to one hundred eighty (180) days. 29.6 ORS 93.040 Notice: “THIS INSTRUMENT WILL NOT ALLOW USE OF THE PROPERTY DESCRIBED IN THIS INSTRUMENT IN VIOLATION OF APPLICABLE LAND USE LAWS AND REGULATIONS. BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT, THE PERSON ACQUIRING FEE TITLE TO THE PROPERTY SHOULD CHECK WITH THE APPROPRIATE CITY OR COUNTY PLANNING DEPARTMENT TO VERIFY APPROVED USES AND TO DETERMINE ANY LIMITS ON LAWSUITS AGAINST FARMING OR FOREST PRACTICES AS DEFINED IN ORS 30.930. “THE PROPERTY DESCRIBED IN THIS INSTRUMENT MAY NOT BE WITHIN A FIRE PROTECTION DISTRICT PROTECTING STRUCTURES. THE PROPERTY IS SUBJECT TO LAND USE LAWS AND REGULATIONS, WHICH, IN FARM OR FOREST ZONES, MAY NOT AUTHORIZE CONSTRUCTION OR SITING OF A RESIDENCE AND WHICH LIMIT LAWSUITS AGAINST FARMING OR FOREST PRACTICES AS DEFINED IN ORS 30.903 IN ALL ZONES. BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT, THE PERSON ACQUIRING FEE TITLE TO THE PROPERTY SHOULD CHECK WITH THE APPROPRIATE CITY OR COUNTY PLANNING DEPARTMENT TO VERIFY APPROVED USES AND EXISTENCE OF FIRE PROTECTION FOR STRUCTURES.”
Appears in 1 contract
Right of First Refusal to Purchase. 29.1 (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 31 ("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 earnest money deposit re▇▇▇▇▇▇ 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 sell, transfer, convey, exchange, grant an option to purchase, lease or otherwise dispose of any portion of thereafter sell the Premises pursuant to the Outside Contract without first complying with offering Tenant the Refusal Right pursuant to this Section 29. 21.1.
(c) The rights granted to Tenant under this Section 21 shall not survive the expiration or termination of this Lease.
(d) The provisions of this Section 29 21 shall not apply when Landlord receives from a third party a bona-fide offer and Tenant shall not have any Refusal Right (i) with respect to purchase a partthe sale, portionconveyance, assignment or other transfer (A) to any person controlling, controlled by, or all under common control with Landlord or any of its direct or indirect owners, (B) by gift, descent or devise, or (C) to any sale (or conveyance in lieu thereof) by foreclosure or enforcement of a lien or security interest, or (ii) at any time that an Event of Default has occurred and is continuing. Any conveyance 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 Tenant, for its further consideration. Tenant’s further consideration and responses shall be in a like manner and within a like time as described in Section 29.4.1 above.
29.5 The rights granted Premises to Tenant pursuant to this Section 29 21 shall be continuous and shall terminate only upon expiration "as-is" with respect to the physical condition of the Lease Term as the same may be extended pursuant to Section 27. If one or more proposals are made to Tenant and Tenant does not accept the same, and the Property is, in whole or in part, transferred, the right of first refusal granted by this Agreement shall nonetheless apply to subsequent transfers of all or any portion of the Property, except that the forty-five (45) day time frame set forth in Sections 29.3 and 29.4 shall be shortened to thirty (30) days, and the one hundred twenty (120) day time frame set forth in Section 29.4.1 shall be increased to one hundred eighty (180) daysPremises.
29.6 ORS 93.040 Notice: “THIS INSTRUMENT WILL NOT ALLOW USE OF THE PROPERTY DESCRIBED IN THIS INSTRUMENT IN VIOLATION OF APPLICABLE LAND USE LAWS AND REGULATIONS. BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT, THE PERSON ACQUIRING FEE TITLE TO THE PROPERTY SHOULD CHECK WITH THE APPROPRIATE CITY OR COUNTY PLANNING DEPARTMENT TO VERIFY APPROVED USES AND TO DETERMINE ANY LIMITS ON LAWSUITS AGAINST FARMING OR FOREST PRACTICES AS DEFINED IN ORS 30.930. “THE PROPERTY DESCRIBED IN THIS INSTRUMENT MAY NOT BE WITHIN A FIRE PROTECTION DISTRICT PROTECTING STRUCTURES. THE PROPERTY IS SUBJECT TO LAND USE LAWS AND REGULATIONS, WHICH, IN FARM OR FOREST ZONES, MAY NOT AUTHORIZE CONSTRUCTION OR SITING OF A RESIDENCE AND WHICH LIMIT LAWSUITS AGAINST FARMING OR FOREST PRACTICES AS DEFINED IN ORS 30.903 IN ALL ZONES. BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT, THE PERSON ACQUIRING FEE TITLE TO THE PROPERTY SHOULD CHECK WITH THE APPROPRIATE CITY OR COUNTY PLANNING DEPARTMENT TO VERIFY APPROVED USES AND EXISTENCE OF FIRE PROTECTION FOR STRUCTURES.”
Appears in 1 contract
Sources: Lease Agreement (Aei Income & Growth Fund Xxi LTD Partnership)
Right of First Refusal to Purchase. 29.1 If during the Lease Term, Landlord receives an unsolicited Bona Fide Offer (defined below) for the purchase of any of the Option Properties, which Landlord intends to accept, the following provisions shall apply:
(A) Landlord shall not sell, transfer, convey, exchange, grant an option to purchase, lease or otherwise dispose of any portion give Tenant written notice of the Premises without first complying with this Section 29applicable Option Property, the purchase price, and the other material terms and conditions of such offer ("Landlord's Notice"). The provisions Tenant shall have the right ("Right of this Section 29 shall apply when Landlord receives from a third party a bona-fide offer First Refusal") to elect 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 Option Property for the purchase price and all on the other terms or conditions of the proposed sale. The terms and conditions of any proposed purchase or sale shall be clearspecified in Landlord's Notice, 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 subject 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 provisions of this type in Lane CountyParagraph 31. Tenant shall exercise the Right of First Refusal, Oregon.
29.3 Tenant may elect to accept the proposalif at all, terms and conditions submitted by or delivery of written notice to Landlord by giving to Landlord a written response (the "Acceptance") within forty-five ninety (4590) days after Tenant’s receipt of Landlord’s notice's Notice. If Tenant elects Tenant's failure 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 deliver its Acceptance within said forty-five ninety (4590) days, then Landlord may thereafter proceed day period shall conclusively be deemed to sell to another person or purchaser on be a rejection by Tenant of the same terms and conditions as offer set forth in Section 29.2Landlord's Notice. 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 If Tenant rejects or is deemed to have rejected the offer set forth in Landlord’s proposal. If 's Notice, Landlord may thereafter sell the sale/Option Property on such terms and conditions as Landlord in its sole discretion shall determine, provided that if the 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 price shall be reduced more than five percent (5%) below the purchase price set forth in Landlord's Notice, Landlord shall "re-offer" the Option Property by giving Tenant a like manner and new Landlord's Notice ("Landlord's Modified Notice"), but in such case Tenant must exercise the Right of First Refusal, if at all, by delivering written notice to Landlord within fourteen ten (1410) days of after receipt of Landlord’s subsequent request; and's Modified Notice.
29.4.2 (B) If Landlord makes or receives any proposalTenant elects to purchase the Option Property, 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 Tenant, for its further consideration. Tenant’s further consideration and responses shall be in a like manner and within a like time as described in Section 29.4.1 above.
29.5 The rights granted to Tenant pursuant to this Section 29 shall be continuous and shall terminate only upon expiration of the Lease Term as the same may be extended pursuant to Section 27. If one or more proposals are made to Tenant and Tenant does not accept the same, and the Property is, in whole or in part, transferred, the right of first refusal granted by this Agreement shall nonetheless apply to subsequent transfers of all or any portion of the Property, except that the forty-five (45) day time frame set forth in Sections 29.3 Landlord's Notice shall constitute a binding agreement of purchase and 29.4 sale between Landlord and Tenant; provided, however, that the time of performance shall be shortened appropriately extended to thirty take into account the time elapsed between presentation to Tenant of Landlord's Notice and Tenant's Acceptance. Within five (305) daysbusiness days after Tenant's Acceptance of the offer contained in Landlord's Notice, and the one hundred twenty (120) day time frame set forth in Section 29.4.1 an escrow shall be increased opened with a reputable title company of Tenant's choice and reasonably approved by Landlord (the "Escrow") and within said five (5) business day period Tenant shall deliver or cause to one hundred eighty (180) daysbe delivered to the Escrow a copy of Landlord's Notice and Tenant's Acceptance, along with any deposit specified in Landlord's Notice.
29.6 ORS 93.040 Notice: “THIS INSTRUMENT WILL NOT ALLOW USE OF THE PROPERTY DESCRIBED IN THIS INSTRUMENT IN VIOLATION OF APPLICABLE LAND USE LAWS AND REGULATIONS. BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT, THE PERSON ACQUIRING FEE TITLE TO THE PROPERTY SHOULD CHECK WITH THE APPROPRIATE CITY OR COUNTY PLANNING DEPARTMENT TO VERIFY APPROVED USES AND TO DETERMINE ANY LIMITS ON LAWSUITS AGAINST FARMING OR FOREST PRACTICES AS DEFINED IN ORS 30.930. “THE PROPERTY DESCRIBED IN THIS INSTRUMENT MAY NOT BE WITHIN A FIRE PROTECTION DISTRICT PROTECTING STRUCTURES. THE PROPERTY IS SUBJECT TO LAND USE LAWS AND REGULATIONS, WHICH, IN FARM OR FOREST ZONES, MAY NOT AUTHORIZE CONSTRUCTION OR SITING OF A RESIDENCE AND WHICH LIMIT LAWSUITS AGAINST FARMING OR FOREST PRACTICES AS DEFINED IN ORS 30.903 IN ALL ZONES. BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT, THE PERSON ACQUIRING FEE TITLE TO THE PROPERTY SHOULD CHECK WITH THE APPROPRIATE CITY OR COUNTY PLANNING DEPARTMENT TO VERIFY APPROVED USES AND EXISTENCE OF FIRE PROTECTION FOR STRUCTURES.”
Appears in 1 contract
Sources: Office Lease (Cnet Networks Inc)
Right of First Refusal to Purchase. 29.1 If at any time during the Term, Landlord shall not sell, transfer, convey, exchange, grant an option receive a bona fide written offer to purchase, lease purchase the Premises 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 thereof or interest therein from a third party a bona-fide which is not affiliated with Landlord, which offer Landlord is willing to purchase a partaccept (“Outside Contract”), portion, or all of the Premises.
29.2 Landlord shall first give written notice (“Sale Notice”) thereof, together with a copy of such Outside Contract, to Tenant. Landlord’s Tenant shall have a right of first refusal (“Refusal Right”) to purchase the Premises or portion thereof or interest therein 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 five (5) business 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 contain promptly execute a contract which includes the purchase price and all other terms or conditions of the proposed sale. The same material terms and conditions of as the Outside Contract (“Sale Contract”) and Tenant shall deposit when due any proposed purchase or sale shall be clear, complete and unambiguous▇▇▇▇▇▇▇ money deposit required thereunder. In order for If Tenant does not execute 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 Sale Contract within forty-five fifteen (4515) days after Tenant’s receipt of such Sale Contract from Landlord’s notice. If , signed on behalf of Landlord, or if Tenant elects defaults in its obligations under such Sale Contract, then Landlord shall be free to accept Landlord’s proposal, consummate the sale pursuant to the Outside Contract (or another contract on substantially similar 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 exercise the Refusal Right by the time and conditions within said forty-five (45) days, then Landlord may thereafter proceed to sell to another person or purchaser on in the same terms and conditions as manner set forth in Section 29.2subsection (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. 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 If within one hundred twenty eighty (120180) days from after the time Tenant rejects or is deemed to have rejected Landlord’s proposal. If expiration of the sale/purchase Refusal Period Landlord does not close within said one hundred twenty (120) daysconsummate the sale pursuant to the Outside Contract, then Landlord must the Refusal Right shall again resubmit the proposal for sale/purchase to Tenant for its further consideration. Tenant’s further consideration be applicable, 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 not thereafter sell the new/different proposal, terms and conditions Premises pursuant to Tenant, for its further considerationthe Outside Contract without first offering Tenant the Refusal Right pursuant to this Section 21. Tenant’s further consideration and responses shall be in a like manner and within a like time as described in Section 29.4.1 above.
29.5 The rights granted to Tenant under this Section 21 shall not survive the expiration or termination of this Lease. The provisions of this Section 21 shall not apply and Tenant shall not have any Refusal Right (i) with respect to the sale, conveyance, assignment or other transfer (A) to any person controlling, controlled by, or under common control with Landlord or any of its direct or indirect owners, (B) by gift, descent or devise, or (C) to any sale (or conveyance in lieu thereof) by foreclosure or enforcement of a lien or security interest, or (ii) at any time that an Event of Default has occurred and is continuing. Any conveyance of the Premises to Tenant pursuant to this Section 29 21 shall be continuous and shall terminate only upon expiration “as-is” with respect to the physical condition of the Lease Term as the same may be extended pursuant to Section 27. If one or more proposals are made to Tenant and Tenant does not accept the same, and the Property is, in whole or in part, transferred, the right of first refusal granted by this Agreement shall nonetheless apply to subsequent transfers of all or any portion of the Property, except that the forty-five (45) day time frame set forth in Sections 29.3 and 29.4 shall be shortened to thirty (30) days, and the one hundred twenty (120) day time frame set forth in Section 29.4.1 shall be increased to one hundred eighty (180) daysPremises.
29.6 ORS 93.040 Notice: “THIS INSTRUMENT WILL NOT ALLOW USE OF THE PROPERTY DESCRIBED IN THIS INSTRUMENT IN VIOLATION OF APPLICABLE LAND USE LAWS AND REGULATIONS. BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT, THE PERSON ACQUIRING FEE TITLE TO THE PROPERTY SHOULD CHECK WITH THE APPROPRIATE CITY OR COUNTY PLANNING DEPARTMENT TO VERIFY APPROVED USES AND TO DETERMINE ANY LIMITS ON LAWSUITS AGAINST FARMING OR FOREST PRACTICES AS DEFINED IN ORS 30.930. “THE PROPERTY DESCRIBED IN THIS INSTRUMENT MAY NOT BE WITHIN A FIRE PROTECTION DISTRICT PROTECTING STRUCTURES. THE PROPERTY IS SUBJECT TO LAND USE LAWS AND REGULATIONS, WHICH, IN FARM OR FOREST ZONES, MAY NOT AUTHORIZE CONSTRUCTION OR SITING OF A RESIDENCE AND WHICH LIMIT LAWSUITS AGAINST FARMING OR FOREST PRACTICES AS DEFINED IN ORS 30.903 IN ALL ZONES. BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT, THE PERSON ACQUIRING FEE TITLE TO THE PROPERTY SHOULD CHECK WITH THE APPROPRIATE CITY OR COUNTY PLANNING DEPARTMENT TO VERIFY APPROVED USES AND EXISTENCE OF FIRE PROTECTION FOR STRUCTURES.”
Appears in 1 contract
Right of First Refusal to Purchase. 29.1 (a) If at any time during the term of this lease, except as set forth in subsections (b) and (c) below, Landlord desires to sell the Premises to a non-related entity for full consideration, Landlord agrees to notify Tenant of such desire. R-8 Tenant shall not sell, transfer, convey, exchange, grant an option to purchase, lease or otherwise dispose of any portion advise Landlord within 10 days after receiving such notice if Tenant is interested in negotiating terms for purchase of the Premises without first complying by Tenant. If Tenant fails to respond within such time period and/or if Tenant is not interested in purchasing the Premises, then Tenant shall have no further right hereunder to purchase the Premises. However, if Tenant notifies Landlord within such time period that Tenant is interested in purchasing the Premises, then Landlord and Tenant shall have 30 days following Landlord's receipt of such notice from Tenant within which to negotiate and execute a mutually satisfactory agreement for the sale of the Premises to Tenant.
(i) In the event that Landlord and Tenant fail to enter into an agreement of sale and purchase within such 30 days, then Tenant shall have no further right hereunder to purchase the Premises. Thereafter, Landlord may negotiate with this Section 29. The provisions of this Section 29 shall apply when Landlord receives from a any third party a bona-fide offer to for the sale and purchase a part, portion, or all of the Premises.
29.2 ; provided, however, that Landlord shall first give written notice to Tenant. Landlord’s written notice to Tenant shall contain the will not finally enter into an agreement of sale with any third party for a purchase price equal to or less than the highest price offered by Tenant during the 30 day negotiating period between Landlord and Tenant unless Landlord first allows Tenant 10 days within which to agree to purchase the Premises pursuant to 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 agreed to by such third party.
(ii) If Landlord and Tenant enter into an agreement of said sale; sale and purchase but transfer of the Premises to Tenant is not consummated for any reason other than Landlord's default under such contract agreement of sale and purchase, then Tenant shall be have no further right hereunder to purchase the Premises.
(b) Tenant's right of first refusal set forth above shall not apply to any transfer of the Premises in mortgage foreclosure, by deed in lieu of foreclosure or as part of a customary settlement with the mortgagee nor shall such right apply to any efforts by Landlord to sell the Premises as part of a package transaction which includes one or more other properties owned by Landlord or its affiliates. In the case of any such mortgage related or package transaction, Tenant shall have no rights relating to the purchase of the Premises and fair form then no such rights shall survive the conveyance of the Premises by Landlord pursuant to a mortgage related or package transaction.
(c) Landlord shall have no obligation to notify Tenant of Landlord's intention to sell and Tenant shall have no right to purchase the Premises at any time during which Tenant is in common use for properties default under any of the provisions 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 lease. The right 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 first refusal set forth in this Section 29.2. Provided however: 29 – LEASE AGREEMENT pdx/112037/138180/KMP/1247874.9
29.4.1 Landlord’s shall terminate automatically if at any time during the Term, including without limitation at any time after Landlord and Tenant enter into an R-9 agreement of sale to or purchase by another person or purchaser must close within one hundred twenty (120) days from and purchase, Tenant defaults under any of the time provisions of this lease and Landlord gives Tenant rejects or is written notice of such default; in which event this Section shall be deemed to have rejected Landlord’s proposalbe null and void and of no further force or effect. If the sale/purchase does not close within said one hundred twenty In addition, Tenant's right of first refusal shall terminate automatically if Tenant transfers this lease (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 Tenant, for its further consideration. Tenant’s further consideration and responses shall be in a like manner and within a like time as described in Section 29.4.1 above.
29.5 The rights granted to Tenant pursuant to this Section 29 shall be continuous and shall terminate only upon expiration of 18) or if the Premises is wholly or partially destroyed by casualty or taken by a condemnation or otherwise for any public or quasi-public use. Lease Term as the same may be extended pursuant to Section 27. If one or more proposals are made to Tenant and Tenant does not accept the same, and the Property is, in whole or in part, transferred, the right of first refusal granted by this Agreement shall nonetheless apply to subsequent transfers of all or any portion of the Property, except that the forty-five Commencement Certificate (45Exhibit "B") day time frame set forth in Sections 29.3 and 29.4 shall be shortened to thirty (30) days, and the one hundred twenty (120) day time frame set forth in Section 29.4.1 shall be increased to one hundred eighty (180) days.
29.6 ORS 93.040 Notice: “THIS INSTRUMENT WILL NOT ALLOW USE OF THE PROPERTY DESCRIBED IN THIS INSTRUMENT IN VIOLATION OF APPLICABLE LAND USE LAWS AND REGULATIONS. BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT, THE PERSON ACQUIRING FEE TITLE TO THE PROPERTY SHOULD CHECK WITH THE APPROPRIATE CITY OR COUNTY PLANNING DEPARTMENT TO VERIFY APPROVED USES AND TO DETERMINE ANY LIMITS ON LAWSUITS AGAINST FARMING OR FOREST PRACTICES AS DEFINED IN ORS 30.930. “THE PROPERTY DESCRIBED IN THIS INSTRUMENT MAY NOT BE WITHIN A FIRE PROTECTION DISTRICT PROTECTING STRUCTURES. THE PROPERTY IS SUBJECT TO LAND USE LAWS AND REGULATIONS, WHICH, IN FARM OR FOREST ZONES, MAY NOT AUTHORIZE CONSTRUCTION OR SITING OF A RESIDENCE AND WHICH LIMIT LAWSUITS AGAINST FARMING OR FOREST PRACTICES AS DEFINED IN ORS 30.903 IN ALL ZONES. BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT, THE PERSON ACQUIRING FEE TITLE TO THE PROPERTY SHOULD CHECK WITH THE APPROPRIATE CITY OR COUNTY PLANNING DEPARTMENT TO VERIFY APPROVED USES AND EXISTENCE OF FIRE PROTECTION FOR STRUCTURES.”--------------------------------------------
Appears in 1 contract
Sources: Lease Agreement (Astropower Inc)
Right of First Refusal to Purchase. 29.1 Landlord shall not sell, transfer, convey, exchange, grant an There is no option to purchasepurchase in favor of Tenant; however, lease or otherwise dispose provided Tenant is not in default under this Lease, if Landlord considers entering into a real estate purchase agreement to sell the Demised Premises, then (unless the right of any portion first refusal is waived) said purchase agreement shall have a provision that it is subject to and contingent upon a right of first refusal in favor of the Premises without first complying with this Section 29. The provisions Tenant, and Tenant shall be given a copy of this Section 29 shall apply when Landlord receives from a third party a bona-fide offer to the executed purchase a partagreement (or an unexecuted version so long as the final executed version does not have more favorable financial, portiondue diligence, financing, or all of closing terms and conditions than the Premises.
29.2 Landlord unsigned version presented to Tenant), and Tenant shall first have ten (10) business days from receipt thereof to give written notice to Tenant. Landlord’s written notice the Landlord that Tenant wants to Tenant shall contain exercise its right of first refusal to purchase 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 property on the same terms and conditions as set forth the buyer in Section 29.2the executed (or unexecuted) purchase agreement. Provided however: 29 – LEASE AGREEMENT pdx/112037/138180/KMP/1247874.9
29.4.1 Landlord’s sale If Tenant timely exercises its right, then the Tenant shall promptly execute a purchase agreement with the same terms and the executed purchase agreement, if any exist, with the third party buyer shall be terminated by Landlord or become a back-up contract (at the option of the Landlord and third party buyer) in case Tenant does not close or defaults. If Tenant fails to or purchase by another person or purchaser must close get the written notice to Landlord within one hundred twenty (120) the 10 business days from the time as required, then Tenant rejects or is shall be deemed to have rejected Landlord’s proposalwaived this provision granting Tenant a right of first refusal and Landlord may proceed to close on its executed contract with the buyer. If the sale/purchase does not close within said one hundred twenty (120) daysTenant, by action or inaction, indicates that it is waiving its right of first refusal contained herein, then Landlord must again resubmit the proposal for sale/purchase may request, and Tenant shall supply to Tenant for its further consideration. Tenant’s further consideration and response shall be in a like manner and Landlord, within fourteen three (143) calendar days of receipt of Landlord’s subsequent request; and
29.4.2 , a letter confirming that Tenant has in fact waived its right of first refusal contained herein. If Landlord makes or receives any proposaldoes not complete the sale to the buyer on the same financial, term or condition different than the proposaldue diligence, financing, and closing terms and conditions submitted as presented to Tenant, or such sale is not completed within 180 days after notice to Tenant, then Landlord shall Tenant will once again submit the new/different proposal, terms and conditions to Tenant, for its further consideration. Tenant’s further consideration and responses shall be in have a like manner and within a like time as described in Section 29.4.1 above.
29.5 The rights granted to Tenant pursuant to this Section 29 shall be continuous and shall terminate only upon expiration of the Lease Term as the same may be extended pursuant to Section 27. If one or more proposals are made to Tenant and Tenant does not accept the same, and the Property is, in whole or in part, transferred, the renewed right of first refusal granted by this Agreement shall nonetheless apply to subsequent transfers of all or any portion purchase the Demised Premises. Time is of the Propertyessence as to all notice requirements from Tenant to Landlord hereunder. This right of first refusal shall terminate automatically and never be reinstated upon a Tenant default, except that after notice and opportunity to cure in accordance with Article 20 hereof and/or expiration or termination of the forty-five (45) day time frame set forth in Sections 29.3 and 29.4 shall be shortened to thirty (30) days, and the one hundred twenty (120) day time frame set forth in Section 29.4.1 shall be increased to one hundred eighty (180) daysLease.
29.6 ORS 93.040 Notice: “THIS INSTRUMENT WILL NOT ALLOW USE OF THE PROPERTY DESCRIBED IN THIS INSTRUMENT IN VIOLATION OF APPLICABLE LAND USE LAWS AND REGULATIONS. BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT, THE PERSON ACQUIRING FEE TITLE TO THE PROPERTY SHOULD CHECK WITH THE APPROPRIATE CITY OR COUNTY PLANNING DEPARTMENT TO VERIFY APPROVED USES AND TO DETERMINE ANY LIMITS ON LAWSUITS AGAINST FARMING OR FOREST PRACTICES AS DEFINED IN ORS 30.930. “THE PROPERTY DESCRIBED IN THIS INSTRUMENT MAY NOT BE WITHIN A FIRE PROTECTION DISTRICT PROTECTING STRUCTURES. THE PROPERTY IS SUBJECT TO LAND USE LAWS AND REGULATIONS, WHICH, IN FARM OR FOREST ZONES, MAY NOT AUTHORIZE CONSTRUCTION OR SITING OF A RESIDENCE AND WHICH LIMIT LAWSUITS AGAINST FARMING OR FOREST PRACTICES AS DEFINED IN ORS 30.903 IN ALL ZONES. BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT, THE PERSON ACQUIRING FEE TITLE TO THE PROPERTY SHOULD CHECK WITH THE APPROPRIATE CITY OR COUNTY PLANNING DEPARTMENT TO VERIFY APPROVED USES AND EXISTENCE OF FIRE PROTECTION FOR STRUCTURES.”
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Right of First Refusal to Purchase. 29.1 34.1 If Landlord, at any time during the Term of this Lease shall receive any bona fide offer for the purchase of the 11200 Realty or the Warehouse, which offer Landlord shall not sellbe ready and willing to accept, transfer, convey, exchange, grant an option to purchase, lease or otherwise dispose of any portion of then Tenant shall have 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 right to purchase a part11200 Realty or the Warehouse at the same price, portion, or all of and upon 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 same terms and conditions as shall be contained in such offer. Landlord shall inform Tenant in writing immediately upon the receipt of any proposed purchase or sale written offer which Landlord shall be clear, complete ready and unambiguous. In order for a proposal by Landlord willing to be clear, complete, accept and unambiguous, the proposal must include the form shall also inform Tenant immediately upon Landlord's execution of legally binding contract any listing agreement for the sale of 11200 Realty or the Warehouse. Landlord shall deliver to the third party certified by Landlord as being Tenant a true and correct copy of such offer and Tenant shall have five (5) business days, from and after the terms and conditions receipt of said sale; the copy of such contract shall be offer from Landlord, in a customary and fair form then in common use for properties of this type in Lane County, Oregon.
29.3 Tenant may which to elect to accept purchase 11200 Realty or the proposal, terms Warehouse at the same price 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 contained in Section 29.2. Provided however: 29 – LEASE AGREEMENT pdx/112037/138180/KMP/1247874.9
29.4.1 Landlord’s sale to or such offer, by giving Landlord written notice thereof, and such notice by Tenant shall create a binding purchase by another person or purchaser must close within one hundred twenty (120) days from agreement between the time Tenant rejects or is deemed to have rejected Landlord’s proposal. If parties hereto upon 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 proposalsame price, terms and conditions submitted of the offer. If Tenant shall elect not to Tenantpurchase the 11200 Realty or the Warehouse or shall fail to give Landlord notice within the time provided for herein, then Landlord shall once again submit may sell 11200 Realty or the new/different proposalWarehouse but only at the same price, terms and conditions specified in the copy of the offer Landlord submitted to Tenant. If 11200 Realty or the Warehouse is not sold by Landlord on the terms set forth in the offer delivered to Tenant, for its further considerationLandlord shall submit all subsequent offers to Tenant, in the manner provided herein, prior to making any subsequent sale of 11200 Realty or the Warehouse. Tenant’s further consideration and responses shall be in a like manner and within a like time as described in Section 29.4.1 above.
29.5 The rights granted to Tenant pursuant to this Section 29 shall be continuous and This Right of First Refusal shall terminate only upon expiration the sale of 11200 Realty or the Lease Term as the same may be extended pursuant Warehouse by Interior Design Services, Inc. to Section 27. If one or more proposals are made to Tenant and Tenant does not accept the same, and the Property is, in whole or in part, transferred, the right of first refusal granted by this Agreement shall nonetheless apply to subsequent transfers of all or any portion of the Property, except that the forty-five (45) day time frame set forth in Sections 29.3 and 29.4 shall be shortened to thirty (30) days, and the one hundred twenty (120) day time frame set forth in Section 29.4.1 shall be increased to one hundred eighty (180) daysthird party.
29.6 ORS 93.040 Notice: “THIS INSTRUMENT WILL NOT ALLOW USE OF THE PROPERTY DESCRIBED IN THIS INSTRUMENT IN VIOLATION OF APPLICABLE LAND USE LAWS AND REGULATIONS. BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT, THE PERSON ACQUIRING FEE TITLE TO THE PROPERTY SHOULD CHECK WITH THE APPROPRIATE CITY OR COUNTY PLANNING DEPARTMENT TO VERIFY APPROVED USES AND TO DETERMINE ANY LIMITS ON LAWSUITS AGAINST FARMING OR FOREST PRACTICES AS DEFINED IN ORS 30.930. “THE PROPERTY DESCRIBED IN THIS INSTRUMENT MAY NOT BE WITHIN A FIRE PROTECTION DISTRICT PROTECTING STRUCTURES. THE PROPERTY IS SUBJECT TO LAND USE LAWS AND REGULATIONS, WHICH, IN FARM OR FOREST ZONES, MAY NOT AUTHORIZE CONSTRUCTION OR SITING OF A RESIDENCE AND WHICH LIMIT LAWSUITS AGAINST FARMING OR FOREST PRACTICES AS DEFINED IN ORS 30.903 IN ALL ZONES. BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT, THE PERSON ACQUIRING FEE TITLE TO THE PROPERTY SHOULD CHECK WITH THE APPROPRIATE CITY OR COUNTY PLANNING DEPARTMENT TO VERIFY APPROVED USES AND EXISTENCE OF FIRE PROTECTION FOR STRUCTURES.”
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