Common use of Right of First Refusal to Purchase Clause in Contracts

Right of First Refusal to Purchase. (a) Tenant shall have a right of first refusal to purchase the Demised Premises under the terms and conditions set forth in this Article ("Purchase Right"). (b) In the event Landlord receives a bona fide offer to purchase the Demised Premises ("Offer"), before entering into an agreement of sale with such third party purchaser, Landlord shall offer to Tenant the opportunity to purchase the Demised Premises, and the associated land and improvements (collectively, the "Property"), under the terms and conditions contained in such Offer. In the event the Offer is for more than the Property, Tenant's Purchase Right shall be applicable to the Property or, at Tenant's option, the larger parcel for which the Offer has been made. (c) Landlord shall notify Tenant in writing of the existence of Offer, and the terms thereof, and Tenant shall have thirty (30) days from Tenant's receipt of Landlord's notice to elect to accept such Offer. In order to exercise the Purchase Right, Tenant must execute a written agreement to purchase the Property ("Agreement") containing terms and conditions substantially as contained within the Offer, and deliver same to Landlord together with any deposit(s) required by such Offer. The closing of Tenant's Purchase Right shall occur within ninety (90) days of the date of Tenant's delivery of the Agreement to Landlord. Such closing shall occur at the offices of Tenant's counsel in Philadelphia, Pennsylvania, or such other location as the parties shall agree. (d) In the event Tenant does not submit such written Agreement to Landlord within such thirty (30) day period, or if Tenant elects prior to the end of such period not to exercise its Purchase Right, then and thereafter this Purchase Right shall be null and void with respect to such Offer, and Landlord shall have the right to sell the Property under the terms and conditions set forth in such Offer; provided, however, that if Landlord does not sell the Property pursuant to such Offer, Tenant shall have a Purchase Right as contained within this Section for any future bona fide offers received by Landlord, or for any sale under the Offer previously received by Landlord, if such Offer contains modified terms or conditions. (e) Notwithstanding anything to the contrary contained in this Lease, Tenant's Purchase Right shall be binding upon, and exercisable against, any successors or assigns of Landlord.

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 Demised Premises under that is the subject of the Outside Contract in accordance with the terms and conditions 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 Article subsection, Landlord and Tenant shall promptly execute a contract which includes the same material terms and conditions as the Outside Contract ("Purchase RightSale 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) In If Tenant does not exercise the event Landlord receives a bona fide offer 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 purchase the Demised Premises proposed sale pursuant to the Outside Contract, and ("Offer"), before entering into an agreement of sale with such third party purchaser, ii) Landlord shall offer 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 opportunity Refusal Right pursuant to purchase the Demised Premises, and the associated land and improvements (collectively, the "Property"), under the terms and conditions contained in such Offer. In the event the Offer is for more than the Property, Tenant's Purchase Right shall be applicable to the Property or, at Tenant's option, the larger parcel for which the Offer has been madethis Section 21.1. (c) Landlord shall notify The rights granted to Tenant in writing of the existence of Offer, and the terms thereof, and Tenant shall have thirty (30) days from Tenant's receipt of Landlord's notice to elect to accept such Offer. In order to exercise the Purchase Right, Tenant must execute a written agreement to purchase the Property ("Agreement") containing terms and conditions substantially as contained within the Offer, and deliver same to Landlord together with any deposit(s) required by such Offer. The closing of Tenant's Purchase Right shall occur within ninety (90) days of the date of Tenant's delivery of the Agreement to Landlord. Such closing shall occur at the offices of Tenant's counsel in Philadelphia, Pennsylvania, or such other location as the parties shall agree. (d) In the event Tenant does not submit such written Agreement to Landlord within such thirty (30) day period, or if Tenant elects prior to the end of such period not to exercise its Purchase Right, then and thereafter this Purchase Right shall be null and void with respect to such Offer, and Landlord shall have the right to sell the Property under the terms and conditions set forth in such Offer; provided, however, that if Landlord does not sell the Property pursuant to such Offer, Tenant shall have a Purchase Right as contained within this Section for any future bona fide offers received by Landlord, 21 shall not survive the expiration or for any sale under the Offer previously received by Landlord, if such Offer contains modified terms or conditions. (e) Notwithstanding anything to the contrary contained in termination of this Lease, Tenant's Purchase Right shall be binding upon, and exercisable against, any successors or assigns of Landlord.

Right of First Refusal to Purchase. Provided that no Event of Default has occurred under this Lease, commencing and effective from and after the date that is five (a5) years after the Effective Date, Tenant shall have a right of first refusal (“Right of First Refusal”) to purchase the Demised Premises under Property from Landlord pursuant to the terms of this Section 45. The Right of First Refusal is subject to the following terms and conditions set forth in this Article ("Purchase Right").conditions: (b) In the event A. If Landlord receives a bona fide written offer from a third party to purchase the Demised Premises Property, and Landlord desires to accept such offer, Landlord shall give Tenant written notice thereof, including the stated purchase price and other material economic terms ("Offer"if any), before entering into an which notice may include the applicable letter of intent, purchase and sale agreement or a similar document reflecting the material terms of sale with such offer from such third party purchaser, (“Landlord’s Notice”). B. Tenant may then deliver to Landlord shall offer to Tenant the opportunity written notice of its election (“Tenant’s Purchase Election”) to purchase the Demised Premises, and Property on the associated land and improvements terms described in Landlord’s Notice on or before the date that is fifteen (collectively15) business days after delivery by Landlord to Tenant of Landlord’s Notice (the “Exercise Period”). C. Upon Landlord’s receipt of Tenant’s Purchase Election, the "Property"parties shall negotiate reasonably and in good faith for a period of fifteen (15) days (the “Negotiation Period”) in order to finalize and execute a mutually acceptable purchase and sale agreement setting forth such terms (the “Contract”), under it being agreed that, if Landlord’s Notice included a purchase and sale agreement negotiated by Landlord with the terms applicable third party, then Tenant shall be required to accept such purchase and conditions contained in such Offersale agreement (with solely ministerial changes to reflect Tenant (or its designee) as purchaser) as the Contract. In the event a Contract is not executed by the Offer is for more than parties prior to the Propertyexpiration of the Negotiation Period, Tenant's Purchase Right then Tenant shall be applicable deemed to have waived the Property or, at Tenant's option, the larger parcel for which the Offer has been made. (c) Landlord shall notify Tenant in writing Right of the existence of Offer, and the terms thereof, and Tenant shall have thirty (30) days from Tenant's receipt of Landlord's notice to elect to accept such Offer. In order to exercise the Purchase Right, Tenant must execute a written agreement First Refusal to purchase the Property ("Agreement") containing under the terms of Landlord’s Notice and Landlord shall thereafter have the right to enter into a purchase and sale agreement with a third party for the Property on terms and conditions substantially as contained within of the OfferLandlord’s Notice or any other terms and conditions, subject to Section 45.E, and deliver same to Landlord together with any deposit(s) required by such Offer. The closing of Tenant's Purchase Right shall occur within ninety (90) days consummate the sale of the date of Property pursuant thereto. D. If Tenant does not deliver a Tenant's delivery ’s Purchase Election prior to the expiration of the Agreement Exercise Period, then Tenant shall be deemed to have waived the Right of First Refusal to purchase the Property under the terms of Landlord. Such closing ’s Notice, and Landlord shall occur at thereafter have the offices right to enter into a purchase and sale agreement with a third party for the Property on terms and conditions of Tenant's counsel in Philadelphiathe Landlord’s Notice or any other terms and conditions, Pennsylvaniasubject to Section 45.E, or such other location as and consummate the parties shall agreesale of the Property pursuant thereto. (d) E. In the event that Tenant does not submit such written Agreement declines or waives (or is deemed to Landlord within such thirty (30have waived) day periodits Right of First Refusal to purchase the Property pursuant to this Section 45, or if Tenant elects prior to the end of such period not to exercise its Purchase Right, then and thereafter this Purchase Right shall be null and void with respect to such Offer, and Landlord shall have the right to sell the Property under and Tenant shall not have a further Right of First Refusal unless (i) there shall be a material decrease in the purchase price from the purchase price provided in the initial Landlord’s Notice or (ii) the other material economic terms of such sale (taken as a whole) are materially more favorable to the third-party purchaser as compared to those set forth in the initial Landlord’s Notice. For the purposes of this Section 45.E, a “material decrease” shall mean a decrease of ten (10%) percent or more of the purchase price for the Property in the Landlord’s Notice. Notwithstanding the foregoing, Landlord shall re-institute the procedure set forth in this Article 45 if Landlord fails to (x) execute and deliver a bona fide contract with a third party for the proposed sale within one hundred eighty (180) days after Tenant declines or waives (or is deemed to have waived) its Right of First Refusal to purchase the Property or (y) consummate the proposed sale pursuant to such contract. F. Tenant’s Right of First Refusal pursuant to this Article 45 shall be a one-time right, and, accordingly, if Tenant declines or waives (or is deemed to have waived) its Right of First Refusal to purchase the Property pursuant to this Article 45 and the sale of the Property by Landlord is subsequently consummated pursuant to this Article 45, then, thereafter, the terms and conditions set forth in such Offer; providedof this Article 45 shall automatically be of no further force or effect. G. Notwithstanding anything herein to the contrary, however, that if Landlord does not sell Tenant’s right to purchase the Property pursuant to such Offer, Tenant shall have a Purchase Right as contained within this Section for any future bona fide offers received by Landlord, or for any sale under the Offer previously received by Landlord, if such Offer contains modified terms or conditions. (e) Notwithstanding anything to the contrary contained in this Lease, Tenant's Purchase Right Article 45 is and shall be binding uponsubject and subordinate to any Landlord Mortgage and shall not be applicable to any foreclosure sale, and exercisable againsttransfer by deed-in-lieu of foreclosure or similar transfer of the Property or to any subsequent transfer or sale of the Property by any Landlord Mortgagee or its nominee, any successors in each case, whether such transfer or assigns of sale affects the Property or the ownership interests in Landlord.