Common use of First Offer Clause in Contracts

First Offer. Tenant shall have a "Right of First Offer" if Landlord elects to market or sell the Premises to an unrelated third party. In such event, Landlord shall provide Tenant with a notice in writing of its intention to sell, setting forth the terms under which Landlord is prepared to sell the Premises. Tenant shall have 30 days to notify Landlord in writing whether it wishes to purchase the Premises on the proposed terms. If Landlord's notice states that its affiliate also intends to sell the Earl Davie Building property also leased by Tenant, Tenant will be rxxxxxxx xx purchase both unless Landlord and its affiliate specifically provides a single building alternative. If Tenant notifies Landlord that it wishes to purchase the applicable property (the "Sale Property") on the terms and conditions stated in Landlord's notice, the parties will negotiate in good faith for 30 days to reach agreement on a purchase and sale agreement. In the event that Tenant does not notify Landlord of its intent to purchase the Sale Property or the parties are unable to reach an agreement on a purchase and sale agreement within the prescribed time frames, Landlord shall be free to sell the Sale Property to any third party on such terms and conditions that Landlord finds acceptable. If Landlord does not transfer ownership of the Sale Property within 18 months of its original notice to Tenant, Tenant's Right of First Offer shall be reinstated. If Landlord does transfer ownership within 18 months of its original notice to Tenant to any unrelated third party, Tenant's Right of First Offer shall automatically terminate and be of no further force or effect for that or any subsequent sale of any property demised by this Lease or the Earl Davie Building Lease. All of Tenant's rights under this Section xxx xxxxxnal to Tenant and may not be assigned, pledged or transferred to any third party. Notwithstanding the foregoing, such rights may be assigned or transferred to Tenant's Affiliate (Section 13.2). Tenant also agrees that its rights provided for in this Section shall not apply (a) so long as any Event of Default exists hereunder at the time Landlord's notice was otherwise required to be given to Tenant, in which event Landlord may proceed to negotiate and consummate a sale free of such right, (b) to any lease, mortgage or encumbrance of the Premises or other transfer of less than fee simple title thereto or any portion thereof, (c) to any transfer of any kind of any portion or all of the membership interests in Landlord, or (d) to any conveyance of the Premises or any portion thereof to (i) any entity that controls, is controlled by or under the common control with Landlord or any of their respective affiliates, or (ii) any entity in condemnation or in lieu of condemnation, or (iii) any judicial or nonjudicial foreclosure or deed in lieu of a judicial or nonjudicial foreclosure, and Tenant's right of first offer shall automatically terminate with respect to the Premises or any portion thereof which are conveyed pursuant to part (ii) or (iii) of this Section.

First Offer. Tenant shall have a "Right of First Offer" if Landlord elects to market or sell the Premises to an unrelated third party. In such event, Landlord shall provide Tenant with a notice in writing of its intention to sell, setting forth the terms under which Landlord is prepared to sell the Premises. Tenant shall have 30 days to notify Landlord in writing whether it wishes to purchase the Premises on the proposed terms. If Landlord's notice states that its affiliate also intends to sell the Earl Davie Building Lake Union Steam Plant property also leased by Tenant, Tenant will be rxxxxxxx xx required to purchase both unless Landlord and its affiliate specifically provides a single building alternative. If Tenant notifies Landlord that it wishes to purchase the applicable property (the "Sale Property") on the terms and conditions stated in Landlord's notice, the parties will negotiate in good faith for 30 days to reach agreement on a purchase and sale agreement. In the event that Tenant does not notify Landlord of its intent to purchase the Sale Property or the parties are unable to reach an agreement on a purchase and sale agreement within the prescribed time frames, Landlord shall be free to sell the Sale Property to any third party on such terms and conditions that Landlord finds acceptable. If Landlord does not transfer ownership of the Sale Property within 18 months of its original notice to Tenant, Tenant's Right of First Offer shall be reinstated. If Landlord does transfer ownership within 18 months of its original notice to Tenant to any unrelated third party, Tenant's Right of First Offer shall automatically terminate and be of no further force or effect for that or any subsequent sale of any property demised by this Lease or the Earl Davie Building Steam Plant Lease. All of Tenant's rights under this Section xxx xxxxxnal are personal to Tenant and may not be assigned, pledged or transferred to any third party. Notwithstanding the foregoing, such rights may be assigned or transferred to Tenant's Affiliate (Section 13.2). Tenant also agrees that its rights provided for in this Section shall not apply (a) so long as any Event of Default exists hereunder at the time Landlord's notice was otherwise required to be given to Tenant, in which event Landlord may proceed to negotiate and consummate a sale free of such right, (b) to any lease, mortgage or encumbrance of the Premises or other transfer of less than fee simple title thereto or any portion thereof, (c) to any transfer of any kind of any portion or all of the membership interests in Landlord, or (d) to any conveyance of the Premises or any portion thereof to (i) any entity that controls, is controlled by or under the common control with Landlord or any of their respective affiliates, or (ii) any entity in condemnation or in lieu of condemnation, or (iii) any judicial or nonjudicial foreclosure or deed in lieu of a judicial or nonjudicial foreclosure, and Tenant's right of first offer shall automatically terminate with respect to the Premises or any portion thereof which are conveyed pursuant to part (ii) or (iii) of this Section.

First Offer. Tenant shall have a "Right (a) If at any time any of First Offer" if Landlord elects to market or sell the Premises to an unrelated third party. In such event, Landlord shall provide Tenant with a notice in writing of its intention Key Stockholders wishes to sell, setting forth assign, transfer or otherwise dispose of any or all of such Key Stockholder's Shares pursuant to the terms under which Landlord is prepared of a bona fide offer received from a third party, such Key Stockholder shall submit a written offer to sell such Shares to the Premises. Tenant shall have 30 days Company on terms and conditions, including price, not less favorable to notify Landlord in writing whether it wishes to purchase the Premises Company than those on the proposed terms. If Landlord's notice states that its affiliate also intends which such Key Stockholder proposes to sell the Earl Davie Building property also leased by Tenant, Tenant will be rxxxxxxx xx purchase both unless Landlord and its affiliate specifically provides a single building alternative. If Tenant notifies Landlord that it wishes such Shares to purchase the applicable property such third party (the "Sale PropertyFirst Offer"). The First Offer shall disclose the identity of the proposed purchaser or transferee, the Shares proposed to be sold or transferred (the "Offered Shares"), the agreed terms of the sale or transfer and any other material facts relating to the sale or transfer. Within fifteen (15) days after receipt of the First Offer, the Company shall give notice to the Key Stockholder of its intent to purchase all or any portion of the Offered Shares on the same terms and conditions stated as set forth in Landlord's noticethe First Offer. If the Company does not elect to purchase all of the Offered Shares, then there shall be no right to purchase shares pursuant to this Section 3(a). The Company shall act upon the parties will negotiate First Offer as soon as practicable after receipt of the First Offer, and in good faith for 30 any event within fifteen (15) days to reach agreement on a purchase and sale agreementafter receipt thereof. In the event that Tenant the Company shall elect to purchase all or part of the Offered Shares covered by the First Offer, the Company shall communicate in writing such election to purchase to whichever of the Key Stockholders has made the First Offer, which communication shall be delivered by hand or mailed to such Key Stockholder at the address set forth on SCHEDULE II hereto and as described in Section 7 below and shall, when taken in conjunction with the First Offer be deemed to constitute a valid, legally binding and enforceable agreement for the sale and purchase of the Shares covered thereby. In the event that the Company does not notify Landlord purchase all of its intent the Offered Shares offered by the Key Stockholder pursuant to and within thirty (30) days after the First Offer, the agreement to purchase the Sale Property or the parties are unable to reach an agreement on a purchase and sale agreement within the prescribed time frames, Landlord Offered Shares shall be free deemed null and void. Notwithstanding the provisions of this subsection (a), the Key Stockholder proposing to sell the Sale Property Offered Shares shall have the discretion to any third party on such terms and conditions that Landlord finds acceptable. If Landlord does not transfer ownership of allow the Sale Property within 18 months of its original notice Company to Tenant, Tenant's Right of First Offer shall be reinstated. If Landlord does transfer ownership within 18 months of its original notice to Tenant to any unrelated third party, Tenant's Right of First Offer shall automatically terminate and be of no further force or effect for that or any subsequent sale of any property demised by this Lease or the Earl Davie Building Lease. All of Tenant's rights under this Section xxx xxxxxnal to Tenant and may not be assigned, pledged or transferred to any third party. Notwithstanding the foregoing, such rights may be assigned or transferred to Tenant's Affiliate (Section 13.2). Tenant also agrees that its rights provided for in this Section shall not apply (a) so long as any Event of Default exists hereunder at the time Landlord's notice was otherwise required to be given to Tenant, in which event Landlord may proceed to negotiate and consummate buy a sale free portion of such right, (b) to any lease, mortgage or encumbrance of the Premises or other transfer of less than fee simple title thereto or any portion thereof, (c) to any transfer of any kind of any portion or all of the membership interests in Landlord, or (d) to any conveyance of the Premises or any portion thereof to (i) any entity that controls, is controlled by or under the common control with Landlord or any of their respective affiliates, or (ii) any entity in condemnation or in lieu of condemnation, or (iii) any judicial or nonjudicial foreclosure or deed in lieu of a judicial or nonjudicial foreclosure, and Tenant's right of first offer shall automatically terminate with respect to the Premises or any portion thereof which are conveyed pursuant to part (ii) or (iii) of this SectionOffered Shares.

First Offer. Tenant shall have Sublessor grants to Sublessee a right of first offer ("Right of First Offer" if Landlord elects Offer Right") with respect to market or sell the space leased by Sublessor contiguous with the Premises to an unrelated third party. In such event, Landlord shall provide Tenant with a notice in writing of its intention to sell, setting forth the terms under which Landlord is prepared to sell the Premises. Tenant shall have 30 days to notify Landlord in writing whether it wishes to purchase the Premises on the proposed terms. If Landlord's notice states that its affiliate also intends to sell the Earl Davie Building property also leased by Tenant, Tenant will be rxxxxxxx xx purchase both unless Landlord and its affiliate specifically provides a single building alternative. If Tenant notifies Landlord that it wishes to purchase the applicable property ("First Offer Space") within the "Sale Property") Building" (as defined in the Master Lease). Sublessee's First Offer Right shall be on the terms and conditions stated set forth below. The First Offer Right shall pertain only to the first sublease pertaining to First Offer Space entered into by Sublessor after the commencement date of this Sublease. Sublessor shall provide Sublessee with written notice ("First Offer Notice") when Sublessor determines that the entire First Offer Space, or a portion thereof equal to or exceeding ten thousand (10,000) square feet, will become available for sublease to third parties. The First Offer Notice will describe the First Offer Space that will become available for sublease ("Specific First Offer Space") and state the base rent and other material terms under which Sublessor intends to offer such space to other prospective subtenants. If Sublessee wishes to exercise the First Offer Right, Sublessee must, within ten (10) days after delivery of the First Offer Notice to Sublessee, deliver notice to Sublessor of Sublessee's intention to exercise its First Offer Right with respect to all of the Specific First Offer Space. Sublessee must elect to exercise its First Offer Right, if at all, only with respect to all of the space offered by Sublessor to Sublessee, and Sublessee may not elect to sublease only a portion of that space unless Sublessor agrees thereto, as Sublessor determines in LandlordSublessor's noticesole and absolute discretion. If Sublessee does not exercise its First Offer Right within the above-referenced ten (10) day response period, then, the parties will negotiate in good faith for 30 days to reach agreement on a purchase First Offer Right hereunder shall automatically terminate and sale agreement. In the event that Tenant does not notify Landlord of its intent to purchase the Sale Property or the parties are unable to reach an agreement on a purchase and sale agreement within the prescribed time frames, Landlord Sublessor shall be free to sell lease the Sale Property to any third party on such terms and conditions that Landlord finds acceptable. If Landlord does not transfer ownership of the Sale Property within 18 months of its original notice to Tenant, Tenant's Right of First Offer shall be reinstated. If Landlord does transfer ownership within 18 months of its original notice to Tenant to any unrelated third party, Tenant's Right of First Offer shall automatically terminate and be of no further force or effect for that or any subsequent sale of any property demised by this Lease or the Earl Davie Building Lease. All of Tenant's rights under this Section xxx xxxxxnal to Tenant and may not be assigned, pledged or transferred to any third party. Notwithstanding the foregoing, such rights may be assigned or transferred to Tenant's Affiliate (Section 13.2). Tenant also agrees that its rights provided for in this Section shall not apply (a) so long as any Event of Default exists hereunder at the time Landlord's notice was otherwise required to be given to Tenant, in which event Landlord may proceed to negotiate and consummate a sale free of such right, (b) to any lease, mortgage or encumbrance of the Premises or other transfer of less than fee simple title thereto Space or any portion thereof, (c) or portions thereof to any transfer one or more third parties on any terms at any times during the term of this Sublease without any kind of obligation to provide Sublessee with any further right to Sublease all or any portion or all of the membership interests First Offer Space. The First Offer Right shall be personal to the originally named Sublessee under this Sublease and shall be exercisable only by such originally named Sublessee (and not by any assignee, sublessee or other transferee of such Sublessee's interest in Landlordthis Sublease, or (d) to any conveyance the Premises). Such originally named Sublessee may exercise the First Offer Right only if such originally named Sublessee occupies the entire Premises as of the Premises date of the First Offer Notice. Sublessee shall not have the right to sublease First Offer Space or any portion thereof if Sublessee is in default under this Sublease as of the date of the attempted exercise of the First Offer Right by Sublessee or, at Sublessor's option (in Sublessor's sole and absolute discretion) as of the scheduled date of delivery of the Specific First Office Space to Sublessee. If Sublessee timely and validly exercises the First Offer Right, Sublessor shall tender the Specific First Offer Space to Sublessee on a date selected by Sublessor (i) "Delivery Date"). Sublessor shall not be liable to Sublessee or otherwise be in breach or default under this Sublease if Sublessor is unable to deliver the Specific First Offer Space to Sublessee on the projected Delivery Date due to the failure of any entity that controls, is controlled by other subtenant or under other occupant to timely vacate and surrender to Sublessor the common control with Landlord Specific First Offer Space or any portion of their respective affiliatesit. If Sublessee timely and validly exercises the First Offer Right, then, beginning on the Delivery Date and continuing for the balance of the term of this Sublease (including any extensions) the Specific First Offer Space shall be part of the Premises under this Sublease (so that the term "Premises" in this Sublease shall refer to the space in the Premises immediately before the Delivery Date plus the Specific First Offer Space) and Sublessee's Share shall be adjusted by Sublessor to reflect the increased square footage of the Premises, and thus the proportionately increased obligation of Sublessee for Common Area Expenses. Sublessee's sublease of theSpecific First Offer Space shall be on the same terms and conditions as affect the original Premises from time to time except as otherwise provided herein, and except that the material terms set forth in Sublessor's First Offer Notice shall apply, including, without limitation, the base rent for the Specific First Offer Space set forth in such notice. Sublessee agrees that if it subleases any Specific First Offer Space, Sublessee shall accept such space in its "as-is" condition. Sublessor shall not be required to construct any improvements in, or contribute any tenant improvement allowance for, any Specific First Offer Space. If Sublessee timely and validly exercises the First Offer Right, Sublessor and Sublessee shall, within fifteen (ii15) any entity days after Sublessor's delivery of the Specific First Offer Space to Sublessee, confirm in condemnation or in lieu writing the addition of condemnationthe Specific First Offer Space to the Premises on the terms and conditions set forth herein. At Sublessor's election, or (iii) any judicial or nonjudicial foreclosure or deed in lieu such written confirmation shall also confirm the actual Delivery Date, the square footage of a judicial or nonjudicial foreclosurethe Specific First Offer Space, the increase to Sublessee's Share of Common Area Expenses as adjusted to reflect the addition of the square footage of the Specific First Offer Space to the Premises, the rental commencement date for the Specific First Offer Space, and Tenant's right of first offer shall automatically terminate any other terms that Sublessor may reasonably request be confirmed with respect to this Sublease and the Premises or addition of the Specific First Offer Space to the Premises. Notwithstanding any portion thereof which are conveyed pursuant to part (ii) or (iii) provision of this SectionSublease to the contrary, Sublessee's First Offer Right hereunder shall not apply, and Sublessor shall have no obligation to provide any such right, during the last six (6) months of the term of this Sublease.