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

Right of First Refusal to Purchase. There is no option to purchase in favor of Tenant; however, 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 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 Tenant, and Tenant shall be given a copy of the executed purchase agreement (or an unexecuted version so long as the final executed version does not have more favorable financial, due diligence, financing, or closing terms and conditions than the unsigned version presented to Tenant), and Tenant shall have ten (10) business days from receipt thereof to give written notice to the Landlord that Tenant wants to exercise its right of first refusal to purchase the property on the same terms and conditions as the buyer in the executed (or unexecuted) purchase agreement. 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 get the written notice to Landlord within the 10 business days as required, then Tenant shall be deemed to have waived this provision granting Tenant a right of first refusal and Landlord may proceed to close on its executed contract with the buyer. If Tenant, by action or inaction, indicates that it is waiving its right of first refusal contained herein, then Landlord may request, and Tenant shall supply to Landlord, within three (3) calendar days of Landlord’s request, a letter confirming that Tenant has in fact waived its right of first refusal contained herein. If Landlord does not complete the sale to the buyer on the same financial, due diligence, financing, and closing terms and conditions as presented to Tenant, or such sale is not completed within 180 days after notice to Tenant, then Tenant will once again have a renewed right of first refusal to purchase the Demised Premises. Time is of the essence 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, after notice and opportunity to cure in accordance with Article 20 hereof and/or expiration or termination of the Lease.

Right of First Refusal to Purchase. There is no option to If during the Lease Term, Landlord receives an unsolicited Bona Fide Offer (defined below) for the purchase in favor of Tenant; however, 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 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 any of the TenantOption Properties, which Landlord intends to accept, the following provisions shall apply: (A) Landlord shall give Tenant written notice of the applicable Option Property, the purchase price, and Tenant shall be given a copy of the executed purchase agreement (or an unexecuted version so long as the final executed version does not have more favorable financial, due diligence, financing, or closing other material terms and conditions than the unsigned version presented to Tenantof such offer ("Landlord's Notice"), and . Tenant shall have ten the right (10"Right of First Refusal") business days from receipt thereof to give elect to purchase the Option Property for the purchase price and on the other terms and conditions specified in Landlord's Notice, subject to the provisions of this Paragraph 31. Tenant shall exercise the Right of First Refusal, if at all, by delivery of written notice to Landlord (the "Acceptance") within ninety (90) days after receipt of Landlord's Notice. Tenant's failure to deliver its Acceptance within said ninety (90) day period shall conclusively be deemed to be a rejection by Tenant of the offer set forth in Landlord's Notice. If Tenant rejects or is deemed to have rejected the offer set forth in Landlord's Notice, Landlord that Tenant wants to exercise its right of first refusal to purchase may thereafter sell the property Option Property on the same such terms and conditions as Landlord in its sole discretion shall determine, provided that if the buyer purchase price shall be reduced more than five percent (5%) below the purchase price set forth in Landlord's Notice, Landlord shall "re-offer" the executed Option Property by giving Tenant a new Landlord's Notice (or unexecuted) purchase agreement. If "Landlord's Modified Notice"), but in such case Tenant timely exercises its right, then must exercise the Tenant shall promptly execute a purchase agreement with the same terms and the executed purchase agreementRight of First Refusal, if any existat all, 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 get the delivering written notice to Landlord within the 10 business ten (10) days as required, then Tenant shall be deemed to have waived this provision granting Tenant a right of first refusal and Landlord may proceed to close on its executed contract with the buyer. If Tenant, by action or inaction, indicates that it is waiving its right of first refusal contained herein, then Landlord may request, and Tenant shall supply to Landlord, within three (3) calendar days after receipt of Landlord’s request's Modified Notice. (B) If Tenant elects to purchase the Option Property, a letter confirming that Tenant has in fact waived its right of first refusal contained herein. If Landlord does not complete the sale to the buyer on the same financial, due diligence, financing, and closing terms and conditions as presented set forth in Landlord's Notice shall constitute a binding agreement of purchase and sale between Landlord and Tenant; provided, however, that the time of performance shall be appropriately extended to take into account the time elapsed between presentation to Tenant of Landlord's Notice and Tenant, or such sale is not completed within 180 's Acceptance. Within five (5) business days after notice to Tenant, then Tenant will once again have a renewed right of first refusal to purchase the Demised Premises. Time is 's Acceptance of the essence as offer contained in Landlord's Notice, an escrow shall be 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 all notice requirements from Tenant be delivered to Landlord hereunder. This right the Escrow a copy of first refusal shall terminate automatically Landlord's Notice and never be reinstated upon a Tenant defaultTenant's Acceptance, after notice and opportunity to cure along with any deposit specified in accordance with Article 20 hereof and/or expiration or termination of the LeaseLandlord's Notice.

Right of First Refusal to Purchase. There is no option 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 be ready and willing to accept, then Tenant shall have the first right to purchase in favor of Tenant; however, provided Tenant is not in default under this Lease, if Landlord considers entering into a real estate purchase agreement to sell 11200 Realty or the Demised Premises, then (unless Warehouse at the right of 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 Tenantsame price, and Tenant upon the same terms and conditions as shall be given contained in such offer. Landlord shall inform Tenant in writing immediately upon the receipt of any written offer which Landlord shall be ready and willing to accept and shall also inform Tenant immediately upon Landlord's execution of any listing agreement for the sale of 11200 Realty or the Warehouse. Landlord shall deliver to Tenant a copy of the executed purchase agreement (or an unexecuted version so long as the final executed version does not have more favorable financial, due diligence, financing, or closing terms and conditions than the unsigned version presented to Tenant), such offer and Tenant shall have ten five (105) business days days, from and after the receipt thereof of the copy of such offer from Landlord, in which to give written notice to the Landlord that Tenant wants to exercise its right of first refusal elect to purchase 11200 Realty or the property Warehouse at the same price and on the same terms and conditions as contained in such offer, by giving Landlord written notice thereof, and such notice by Tenant shall create a binding purchase agreement between the buyer in parties hereto upon the executed (or unexecuted) purchase agreementsame price, terms and conditions of the offer. If Tenant timely exercises its right, then shall elect not to purchase the Tenant 11200 Realty or the Warehouse or 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 fail to give 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 get the written notice to Landlord within the 10 business days as required, then Tenant shall be deemed to have waived this provision granting Tenant a right of first refusal and Landlord may proceed to close on its executed contract with the buyer. If Tenant, by action or inaction, indicates that it is waiving its right of first refusal contained time provided for herein, then Landlord may request, and Tenant shall supply to Landlord, within three (3) calendar days of Landlord’s request, a letter confirming that Tenant has in fact waived its right of first refusal contained herein. If Landlord does not complete sell 11200 Realty or the sale to the buyer on Warehouse but only at the same financialprice, due diligence, financing, and closing terms and conditions as presented 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, or such sale is not completed within 180 days after notice Landlord shall submit all subsequent offers to Tenant, then Tenant will once again have a renewed right in the manner provided herein, prior to making any subsequent sale of first refusal to purchase 11200 Realty or the Demised Premises. Time is of the essence as to all notice requirements from Tenant to Landlord hereunderWarehouse. This right Right of first refusal First Refusal shall terminate automatically and never be reinstated upon a Tenant defaultthe sale of 11200 Realty or the Warehouse by Interior Design Services, after notice and opportunity Inc. to cure in accordance with Article 20 hereof and/or expiration or termination of the Leaseany third party.

Right of First Refusal to Purchase. There is no option If at any time during the Term, Landlord shall receive a bona fide written offer to purchase in favor of Tenant; however, provided Tenant the Premises or any portion thereof or interest therein from a third party which is not in default under this Leaseaffiliated with Landlord, if which offer Landlord considers entering into is willing to accept (“Outside Contract”), Landlord shall give written notice (“Sale Notice”) thereof, together with a real estate purchase agreement copy of such Outside Contract, to sell the Demised Premises, then (unless the right of first refusal is waived) said purchase agreement Tenant. Tenant shall have a provision that it is subject to and contingent upon a right of first refusal in favor (“Refusal Right”) to purchase the Premises or portion thereof or interest therein that is the subject of the TenantOutside 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 be given promptly execute a copy of the executed purchase agreement (or an unexecuted version so long as the final executed version does not have more favorable financial, due diligence, financing, or closing terms and conditions than the unsigned version presented to Tenant), and Tenant shall have ten (10) business days from receipt thereof to give written notice to the Landlord that Tenant wants to exercise its right of first refusal to purchase the property on contract which includes the same material terms and conditions as the buyer in the executed Outside Contract (or unexecuted“Sale Contract”) purchase agreementand Tenant shall deposit when due any ▇▇▇▇▇▇▇ money deposit required thereunder. If Tenant timely exercises 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 rightobligations under such Sale Contract, then Landlord shall be free to consummate the Tenant shall promptly execute a purchase agreement with sale pursuant to the same Outside Contract (or another contract on substantially similar 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 conditions). If Tenant does not close or defaultsexercise 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 Tenant fails to get within one hundred eighty (180) days after the written notice to Landlord within expiration of the 10 business days as required, then Tenant shall be deemed to have waived this provision granting Tenant a right of first refusal and Landlord may proceed to close on its executed contract with the buyer. If Tenant, by action or inaction, indicates that it is waiving its right of first refusal contained herein, then Landlord may request, and Tenant shall supply to Landlord, within three (3) calendar days of Landlord’s request, a letter confirming that Tenant has in fact waived its right of first refusal contained herein. If Refusal Period Landlord does not complete consummate the sale pursuant to the buyer on Outside Contract, the same financial, due diligence, financingRefusal Right shall again be applicable, and closing terms and conditions as presented Landlord shall not thereafter sell the Premises pursuant to Tenant, or such sale is the Outside Contract without first offering Tenant the Refusal Right pursuant to this Section 21. The rights granted to Tenant under this Section 21 shall not completed within 180 days after notice to Tenant, then Tenant will once again have a renewed right of first refusal to purchase survive the Demised Premises. Time is of the essence 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, after notice and opportunity to cure in accordance with Article 20 hereof and/or 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 Leasesale, 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 21 shall be “as-is” with respect to the physical condition of the Premises.

Right of First Refusal to Purchase. There is no 29.1 Landlord shall not sell, transfer, convey, exchange, grant an option to purchase in favor purchase, lease or otherwise dispose of Tenant; however, 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 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 any portion of the TenantPremises 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, and Tenant shall be given a copy portion, or all of the executed purchase agreement (or an unexecuted version so long as the final executed version does not have more favorable financial, due diligence, financing, or closing terms and conditions than the unsigned version presented to Tenant), and Tenant Premises. 29.2 Landlord shall have ten (10) business days from receipt thereof to 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 that 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 wants may elect to exercise its right 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 first refusal Landlord’s notice. If Tenant elects to purchase accept Landlord’s proposal, terms and conditions, then the property 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 buyer in the executed (time Tenant rejects or unexecuted) purchase agreementis deemed to have rejected Landlord’s proposal. If Tenant timely exercises its rightthe 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 promptly execute be in a purchase agreement with 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 terms may be extended pursuant to Section 27. If one or more proposals are made to Tenant 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 accept the same, and the Property is, in whole or defaults. If Tenant fails to get in part, transferred, the written notice to Landlord within the 10 business days as required, then Tenant shall be deemed to have waived this provision granting Tenant a 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 Landlord may proceed 29.4 shall be shortened to close on its executed contract with the buyer. If Tenant, by action or inaction, indicates that it is waiving its right of first refusal contained herein, then Landlord may requestthirty (30) days, and Tenant the one hundred twenty (120) day time frame set forth in Section 29.4.1 shall supply be increased to Landlordone 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, within three (3) calendar days of Landlord’s requestTHE 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, a letter confirming that Tenant has in fact waived its right of first refusal contained hereinWHICH, 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. If Landlord does not complete the sale to the buyer on the same financialBEFORE SIGNING OR ACCEPTING THIS INSTRUMENT, due diligence, financing, and closing terms and conditions as presented to Tenant, or such sale is not completed within 180 days after notice to Tenant, then Tenant will once again have a renewed right of first refusal to purchase the Demised Premises. Time is of the essence 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, after notice and opportunity to cure in accordance with Article 20 hereof and/or expiration or termination of the LeaseTHE 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.”

Right of First Refusal to Purchase. There is no option (a) If at any time after the first anniversary of the Commencement Date Landlord shall receive a bona fide written offer to purchase in favor of Tenant; however, provided Tenant the Premises from a third party which is not in default under this Leaseaffiliated with Landlord, if which offer Landlord considers entering into is willing to accept 31 ("Outside Contract"), Landlord shall give written notice ("Sale Notice") thereof, together with a real estate purchase agreement copy of such Outside Contract, to sell the Demised Premises, then (unless the right of first refusal is waived) said purchase agreement Tenant. Tenant shall have a provision that it is subject to and contingent upon a right of first refusal in favor ("Refusal Right") to purchase the Premises that is the subject of the TenantOutside 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 be given promptly execute a copy of the executed purchase agreement (or an unexecuted version so long as the final executed version does not have more favorable financial, due diligence, financing, or closing terms and conditions than the unsigned version presented to Tenant), and Tenant shall have ten (10) business days from receipt thereof to give written notice to the Landlord that Tenant wants to exercise its right of first refusal to purchase the property on contract which includes the same material terms and conditions as the buyer in the executed Outside Contract (or unexecuted"Sale Contract") purchase agreementand Tenant shall deposit when due any earnest money deposit re▇▇▇▇▇▇ thereunder. If Tenant timely exercises 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 rightobligations under such Sale Contract, then Landlord shall be free to consummate the Tenant shall promptly execute a purchase agreement with sale pursuant to the same Outside Contract (or another contract on substantially similar 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 conditions). (at the option of the Landlord and third party buyerb) in case If Tenant does not close or defaultsexercise 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 Tenant fails to get within one hundred eighty (180) days after the written notice to Landlord within expiration of the 10 business days as required, then Tenant shall be deemed to have waived this provision granting Tenant a right of first refusal and Landlord may proceed to close on its executed contract with the buyer. If Tenant, by action or inaction, indicates that it is waiving its right of first refusal contained herein, then Landlord may request, and Tenant shall supply to Landlord, within three (3) calendar days of Landlord’s request, a letter confirming that Tenant has in fact waived its right of first refusal contained herein. If Refusal Period Landlord does not complete consummate the sale pursuant to the buyer on Outside Contract, the same financial, due diligence, financingRefusal Right shall again be applicable, and closing terms and conditions as presented Landlord shall not thereafter sell the Premises pursuant to Tenant, or such sale is 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 completed within 180 days after notice to Tenant, then Tenant will once again have a renewed right of first refusal to purchase survive the Demised Premises. Time is of the essence 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, after notice and opportunity to cure in accordance with Article 20 hereof and/or expiration or termination of the this Lease. (d) 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 21 shall be "as-is" with respect to the physical condition of the Premises.