Common use of First Offer Space Clause in Contracts

First Offer Space. Landlord shall, prior to offering any First Offer Space to any prospective tenant, subtenant or other occupant, deliver to Tenant from time to time during the First Offer Period a written notice (a “Landlord Offer Notice”) offering to sublease such First Offer Space to Tenant on a commencement date described therein and expiring on the Expiration Date. If Tenant shall deliver to Landlord a written acceptance of the offer contained in any Landlord Offer Notice (any such acceptance, a “Tenant Acceptance Notice”) within ten (10) Business Days after Tenant’s receipt thereof, then, on the date on which Landlord delivers vacant possession of such First Offer Space to Tenant in the condition provided for hereunder (the “First Offer Space Inclusion Date”), such First Offer Space shall become part of the Premises, upon all of the terms and conditions set forth in this Lease, except Rent and other charges payable under this Lease shall each be increased proportionately based upon the increase of space to the Premises on a per rentable square foot basis on account of the First Offer Space in question, provided that Tenant shall be entitled to an abatement of the Fixed Rent payable with respect to the First Offer Space in question equal to 180 days multiplied by a fraction, the numerator of which is the remaining term of the Lease as of the First Offer Space Inclusion Date and the denominator of which is the term of the Lease as of the Commencement Date (such fraction being referred to herein as the “Multiplying Fraction”). Promptly after the occurrence of a First Offer Space Inclusion Date, Landlord and Tenant shall confirm the occurrence thereof and the inclusion of the applicable First Offer Space in the Premises by executing an instrument reasonably satisfactory to Landlord and Tenant; provided, however, that failure by Landlord and Tenant to execute such instrument shall not affect the inclusion of the applicable First Offer Space in the Premises in accordance with this Article 12.

First Offer Space. Landlord Landlord, shall, prior to offering advertising the availability for, lease of any First Offer Space to any prospective tenant, subtenant or other occupantin the general leasing market, deliver to Tenant from time to time during the First Offer Period a written notice (a “"Landlord Offer Notice”") offering to sublease such First Offer Space to Tenant on a commencement date described therein and expiring on the Expiration Date. If Tenant shall deliver to Landlord a written acceptance acceptance, of the offer contained in any Landlord Offer Notice (any such acceptance, a “"Tenant Acceptance Notice”") within ten (10) Business Days after Tenant’s 's receipt thereof, then, on the date on which then Landlord delivers vacant possession of and Tenant shall promptly enter into an amendment to this Lease adding such First Offer Space to Tenant the definition of "Premises" contained herein at the Fair Market Rent therefor as determined in accordance with Section 12.03 below and with such other amendments to this Lease as Landlord may reasonably require; including without limitation, an increase in the condition provided for hereunder (the “First Offer Space Inclusion Date”), Tenant's Share to reflect such First Offer Space Space. If Tenant shall become part of the Premisesfail to Deliver, upon all of the terms and conditions set forth in this Leasea Tenant Acceptance Notice within such ten (10) Business Day period, except Rent and other charges payable then Tenant's rights, under this Lease shall each be increased proportionately based upon the increase of space to the Premises on a per rentable square foot basis on account of the First Offer Space in question, provided that Tenant shall be entitled to an abatement of the Fixed Rent payable Article 12 with respect to the First Offer Space described in question equal the corresponding Landlord Offer Notice shall be deemed to 180 days multiplied by a fractionhave been waived and relinquished, the numerator of which is the remaining term of the Lease as of the and Landlord shall at all times thereafter be entitled to offer, show, market and lease such First Offer Space Inclusion Date to others at such rental and the denominator of which is the term of the Lease upon such terms as of the Commencement Date (such fraction being referred to herein as the “Multiplying Fraction”). Promptly after the occurrence of a First Offer Space Inclusion Date, Landlord and Tenant shall confirm the occurrence thereof and the inclusion of the applicable First Offer Space in the Premises by executing an instrument reasonably satisfactory to Landlord and Tenant; provided, however, that failure by Landlord and Tenant to execute such instrument shall not affect the inclusion of the applicable First Offer Space in the Premises in accordance with this Article 12its sole discretion may desire.

First Offer Space. Landlord shall, prior to offering any First Offer Space to any prospective tenant, subtenant or other occupant, deliver to Tenant from During the period of time to time during the First Offer Period a written notice (a “Landlord Offer Notice”) offering to sublease such First Offer Space to Tenant on a commencement date described therein and expiring on the Expiration Date. If Tenant shall deliver to Landlord a written acceptance of the offer contained in any Landlord Offer Notice (any such acceptance, a “Tenant Acceptance Notice”) within ten (10) Business Days after Tenant’s receipt thereof, then, on the date on which Landlord delivers vacant possession of such First Offer Space to Tenant in the condition provided for hereunder (the “First Offer Space Inclusion DatePeriod”) commencing on the date of execution of this Lease and continuing until the end of the initial Lease Term (subject, however to the limitations set forth below in this Section 1.4.1 and in Section 1.4.5), Tenant shall have a continuing right of first offer to lease space located on the third (3rd) and/or fourth (4th) floors of the Building which is other than the Premises (each, a “First Offer Space”), when such applicable First Offer Space first becomes available for lease as provided hereinbelow. For purposes of this Section 1.4, the applicable First Offer Space shall first become part of the Premises, upon all of the terms and conditions set forth in this Lease, except Rent and other charges payable under this Lease shall each be increased proportionately based upon the increase of space available for lease immediately prior to the Premises on a per rentable square foot basis on account of first time within the First Offer Space in questionPeriod that Landlord intends to accept from a third party (excluding existing tenants of such First Offer Space, provided that Tenant shall be entitled to an abatement affiliates of any such existing tenants, holders of the Fixed Rent payable Superior Rights [as hereinafter defined], and with respect to the any First Offer Space in question equal to 180 days multiplied by a fraction, located on the numerator of which is the remaining term fourth (4th) floor of the Lease as Building, New York Life Insurance Company and/or any of its affiliates [collectively, “NYLIC”]) a bona fide proposal to lease the applicable First Offer Space Inclusion Date and the denominator of which is the term of the Lease as of the Commencement Date (such fraction being referred to herein as the “Multiplying FractionThird Party Proposal”). Promptly after Notwithstanding anything herein to the occurrence contrary: (i) Tenant’s right of a First Offer Space Inclusion Date, Landlord first offer set forth herein shall be subject and Tenant shall confirm subordinate to (A) the occurrence thereof right of first offer and the inclusion lease term extension option to lease all or any portion of the applicable First Offer Space currently contained (as of the date of mutual execution and delivery of this Lease) in Landlord’s existing lease of space on the Premises by executing an instrument reasonably satisfactory to Landlord third (3rd) floor of the Building with Patriot National Insurance Group, Inc., and Tenant; provided(B) all rights of expansion, howeverrenewal, that failure by Landlord and Tenant to execute such instrument shall not affect the inclusion extension, first refusal, first offer or similar rights for all or any portion of the applicable First Offer Space granted to NYLIC with respect to any First Offer Space located on the fourth (4th) floor of the Building pursuant to any lease or leases which have been or are executed by Landlord with NYLIC (each, a “NYLIC Lease”) prior to and/or after the date of mutual execution and delivery of this Lease (collectively, the “Superior Rights”); (ii) if the Third Party Proposal provides for the lease by such third party of space on another floor or floors of the Building in addition to space on the third (3rd) and/or fourth (4th) floors, then Tenant shall not have such right of first offer, and Landlord shall not be obligated to deliver to Tenant a Landlord’s First Offer Notice (as defined below), with respect to such Third Party Proposal; and (iii) if Landlord enters into a NYLIC Lease for any First Offer Space located on the fourth (4th) floor of the Building, which Landlord shall have the absolute right to do without being obligated to deliver to Tenant a Landlord’s First Offer Notice therefor, then Tenant shall not have such right or first offer with respect to such applicable First Offer Space leased under such NYLIC Lease until after Landlord intends to accept, for the first time, a Third Party Proposal for the lease of such applicable First Offer Space with a new, non-affiliated third party tenant which is not NYLIC or a Superior Rights holder, which lease has a lease term that will commence after the expiration or termination of the lease term of the NYLIC Lease (including following the expiration or termination of any extension of such lease term of the NYLIC Lease whether pursuant to a formal extension option contained in the Premises in accordance with this Article 12NYLIC Lease or otherwise).

First Offer Space. Landlord shallFor purposes hereof, prior to offering the “usable square feet” and “rentable square feet” of any First Offer Space leased by Tenant pursuant to Section 1.4 below shall be calculated by Landlord pursuant to the Building Owners and Managers Association International Standard Method for Measuring Floor Area in Office Building, ANSI Z65.1-1996 (the “BOMA Standard”); provided, however, that notwithstanding the foregoing to the contrary, the BOMA Standard shall not include any prospective tenant, subtenant or other occupant, deliver to Tenant from time to time during area below the ground floor of the building in which the First Offer Period a written notice (a “Landlord Offer Notice”) offering to sublease Space is located, any areas outside the perimeter walls of such building, any elevator shafts, or any base building stairwells. The rentable and usable square feet of any such First Offer Space leased by Tenant pursuant to Section 1.4 below are subject to measurement and verification by Landlord’s planner/designer prior to the applicable First Offer Commencement Date (as defined in Section 1.4 below) for such First Offer Space, and all such measurements and verifications shall be made in accordance with the provisions of this Section 1.2. Tenant’s architect may consult with Landlord’s planner/designer regarding such measurements and verifications; provided, however, the determination of Landlord’s planner/designer shall be conclusive and binding upon the parties unless Tenant on a commencement objects to such determination by written notice delivered to Landlord within sixty (60) days after the date described therein and expiring on the Expiration DateLandlord gives Tenant written notice of such determination. If Tenant shall deliver timely objects to Landlord a written acceptance of the offer contained in any Landlord Offer Notice (any such acceptancemeasurements and verifications, a “Tenant Acceptance Notice”) shall have the right, within ten (10) Business Days after Tenant’s receipt thereofsuch 60-day period, then, on to remeasure the date on which Landlord delivers vacant possession of such First Offer Space to Tenant in the condition provided for hereunder (the “First Offer Space Inclusion Date”), such First Offer Space shall become part of the Premises, upon all of the terms and conditions set forth in this Lease, except Rent and other charges payable under this Lease shall each be increased proportionately based upon the increase of space to the Premises on a per rentable square foot basis on account of the applicable First Offer Space in questionaccordance with the BOMA Standard and the other terms of this Section 1.2. If Tenant fails to timely elect to remeasure and complete any such remeasurement within such 60-day period, provided that Tenant then Landlord’s final measurements shall be entitled to an abatement of the Fixed Rent payable with respect to the First Offer Space in question equal to 180 days multiplied by a fractionconclusive and binding on Landlord and Tenant. If Tenant’s remeasurement(s) undertaken within such 60-day period differs from Landlord’s measurement(s) and Tenant notifies Landlord thereof within such 60-day period, the numerator of which is parties shall, within thirty (30) days thereafter, attempt in good faith to resolve such differences, but if the remaining term of parties cannot resolve such differences within such 30-day period, the Lease as of the First Offer Space Inclusion Date and the denominator of which is the term of the Lease as of the Commencement Date (such fraction being referred to herein as the “Multiplying Fraction”). Promptly after the occurrence of a First Offer Space Inclusion Date, Landlord and Tenant shall confirm the occurrence thereof and the inclusion final measurements of the applicable First Offer Space in the Premises by executing an instrument reasonably satisfactory shall be resolved pursuant to Landlord and Tenant; provided, however, that failure by Landlord and Tenant to execute such instrument shall not affect the inclusion of the applicable First Offer Space in the Premises binding arbitration in accordance with this Article 12Section 26.32 below.

First Offer Space. Landlord shall, prior to offering The rentable and usable square feet of any First Offer Space to any prospective tenant, subtenant or other occupant, deliver to Tenant from time to time during the First Offer Period a written notice (a “Landlord Offer Notice”) offering to sublease such and/or Rejected First Offer Space leased by Tenant pursuant to Section 1.4 below, as the case may be, shall be calculated and measured by Landlord through Landlord’s planner/designer in accordance with the BOMA Standard prior to the applicable commencement date of the initial lease term therefor, and Landlord shall provide written notice of such applicable square footage amounts to Tenant on a commencement prior to such applicable date. Tenant’s architect may consult with Landlord’s planner/designer regarding such planner/designer’s measurements; provided, however, the determinations of Landlord’s planner/designer shall be conclusive and binding upon the parties unless Tenant objects to such determination by written notice delivered to Landlord within sixty (60) days after the date described therein and expiring on the Expiration DateLandlord gives Tenant written notice of such determination. If Tenant shall deliver timely objects to Landlord a written acceptance of the offer contained in any Landlord Offer Notice (any such acceptancemeasurements, a “Tenant Acceptance Notice”) shall have the right, within ten (10) Business Days after Tenant’s receipt thereofsuch 60-day period, then, on to re-measure the date on which Landlord delivers vacant possession of such applicable First Offer Space to Tenant in the condition provided for hereunder (the “or Rejected First Offer Space Inclusion Date”)in accordance with the BOMA Standard. If Tenant fails to timely elect to re-measure and complete any such re-measurement within such 60-day period, then Landlord’s final measurements shall be conclusive and binding on Landlord and Tenant. If Tenant’s re-measurement(s) undertaken within such 60-day period differs from Landlord’s measurement(s) and Tenant notifies Landlord thereof within such 60-day period, the parties shall, within thirty (30) days thereafter, attempt in good faith to resolve such differences, but if the parties cannot resolve such differences within such 30-day period, the final measurements of the applicable First Offer Space and/or Rejected First Offer Space shall become part be resolved pursuant to binding arbitration in accordance with Section 26.32 below. If any measurements and/or re-measurements pursuant to the forgoing provisions of this Section 1.2.2 determine that the rentable square feet of the Premises, upon all of applicable First Offer Space and/or Rejected First Offer Space shall be different from the terms and conditions amounts thereof set forth in this Lease, except Rent then Landlord shall modify all amounts, dollar amounts, percentages and other charges payable under figures appearing or referred to in this Lease shall each be increased proportionately which are calculated based upon the increase of space such applicable rentable and/or usable square feet to the Premises on a per rentable conform to such corrected square foot basis on account of the First Offer Space in question, provided that Tenant footage amounts therefor. Any such modifications shall be entitled to an abatement of the Fixed Rent payable with respect to the First Offer Space confirmed in question equal to 180 days multiplied by a fraction, the numerator of which is the remaining term of the Lease as of the First Offer Space Inclusion Date and the denominator of which is the term of the Lease as of the Commencement Date (such fraction being referred to herein as the “Multiplying Fraction”). Promptly after the occurrence of a First Offer Space Inclusion Date, Landlord and Tenant shall confirm the occurrence thereof and the inclusion of the applicable First Offer Space in the Premises by executing an instrument reasonably satisfactory to Landlord and Tenant; provided, however, that failure writing by Landlord and Tenant to execute such instrument shall not affect the inclusion of the applicable First Offer Space in the Premises in accordance with this Article 12Tenant.

First Offer Space. Landlord shallA, prior Subject to offering any the provisions of Article 33 B below, Tenant shall have the following right of first offer to lease space on the tenth (10th) of Southpoint Tower (hereafter the “First Offer Space to any prospective tenant, subtenant or other occupant, deliver to Space”). Provided there would be at least three (3) years remaining in the initial Term of this Lease Agreement when Tenant from time to time during the First Offer Period a written notice (a “Landlord Offer Notice”) offering to sublease would begin paying rent for such First Offer Space to and no default by Tenant under this Lease Agreement beyond the passage of any applicable period of cure, grace or notice has occurred and is then continuing, then in such case in the event First Offer Space becomes Available for Lease (as defined below) on a commencement date described therein or after January 1, 2009, Landlord shall notify Tenant in writing and expiring on the Expiration Date. If Tenant shall deliver to Landlord a written acceptance of the offer contained in any Landlord identify such First Offer Notice Space (any such acceptance, a “Tenant Acceptance Landlord’s Notice”) within and acting reasonably, Landlord shall include therewith the commencement date, the Market Rent (as defined in Article 35 below) for the Minimum Rental payable for such First Offer Space and any Tenant Inducements (as defined in Article 35 below) that Landlord is offering to provide (collectively, the “Lease Terms”). Tenant shall have a period of ten (10) Business Days after Tenantdays following receipt of Landlord’s receipt thereofNotice to elect to lease all, thenbut not less than all, on the date on which Landlord delivers vacant possession of such First Offer Space to Tenant in the condition provided for hereunder (the “First Offer Space Inclusion Date”), such First Offer Space shall become part of the Premises, upon all of the terms and conditions set forth in this Lease, except Rent and other charges payable under this Lease shall each be increased proportionately based upon the increase of space to the Premises on a per rentable square foot basis on account of the First Offer Space which is the subject of Landlord’s Notice (the “Subject Space”) for a term coterminous with the remainder of the Term of this Lease Agreement on the Lease Terms offered by Landlord, by giving written notice of such election to Landlord, time being of the essence (“Tenant’s Notice”). In the event such Tenant’s Notice is timely given by Tenant, the Subject Space shall be leased by Tenant from Landlord on the Lease Terms offered by Landlord and the parties shall enter into a written amendment to this Lease Agreement memorializing same. Conversely, in questionthe event such Tenant’s Notice is not timely given by Tenant or if Tenant notifies Landlord that it will decline to lease the Subject Space, provided that Landlord shall be free to lease such Subject Space to one or more third parties and Tenant shall be entitled have no further rights under this Article 33 A to an abatement of the Fixed Rent payable with respect to the lease such Subject Space. As used herein, First Offer Space in question equal to 180 days multiplied by a fraction, the numerator of which is the remaining term of the Lease as of the shall be “Available for Lease” if such First Offer Space Inclusion Date is not subject to any existing lease and is not subject to the denominator expansion rights of which is the term any other tenant of the Lease as of the Commencement Date (such fraction being referred to herein as the “Multiplying Fraction”). Promptly after the occurrence of a First Offer Space Inclusion Date, Landlord and Tenant shall confirm the occurrence thereof and the inclusion of the applicable First Offer Space in the Premises by executing an instrument reasonably satisfactory to Landlord and TenantBuilding; provided, however, that failure by Landlord and Tenant to execute may make such instrument shall not affect the inclusion of the applicable First Offer Space Available for Lease and give Landlord’s Notice therefore as early as nine (9) months prior to the expiration of said existing lease and provided further that nothing in the Premises in accordance with this Article 1233 A shall be deemed to prohibit Landlord from renewing or extending the term of a lease with the existing tenant thereof.