Common use of First Refusal Right Clause in Contracts

First Refusal Right. If, at any time during the term of this Lease ------------------- after the expiration of any and all available Lock-Up Periods, Landlord receives and wishes to accept a bona fide written offer from a person or entity other --------- than Tenant (the "Offeror") to purchase the Site, or any portion thereof containing the Initial Building, the Expansion Building or both, and if Tenant is not then in default under this Lease, Landlord shall give written notice of such offer to Tenant, specifying the material terms on which the Offeror proposes to purchase the Site or specified portion thereof (the "Offered Property"), and shall offer to Tenant the opportunity to purchase the Offered Property on the terms specified in Landlord's notice, as modified by Section 7.3 (if applicable). For purposes of this Section 7.2, an offer shall be considered bona fide if it is contained in a letter of intent or other writing signed by --------- the Offeror and specifies the material terms of such proposed purchase. Tenant shall have twenty (20) days after the date of giving of such notice by Landlord in which to accept such offer by written notice to Landlord. Upon such acceptance by Tenant, the Offered Property shall be sold to Tenant on the terms set forth in Landlord's notice, as modified by Section 7.3 hereof (if applicable), and the parties shall promptly execute an agreement containing the terms of Landlord's said notice and such other reasonable and customary terms as the parties shall agree. If Tenant does not accept Landlord's offer within the allotted time, Landlord shall thereafter have the right to sell the Offered Property to the Offeror, at any time within one hundred eighty (180) days after Tenant's failure to accept Landlord's offer, at a price and on other terms and conditions not more favorable to the Offeror than the price and other terms of the original offer specified in Landlord's said notice. If Tenant does not accept Landlord's offer and Landlord does not sell the Offered Property to the Offeror within one hundred eighty (180) days, this First Refusal Right shall reattach to the Offered Property. Tenant's failure, if any, to exercise any or all Lock-Up Options shall not affect Tenant's First Refusal Right under this Section 7.2.

First Refusal Right. If, at 21.1 Subject to the Lessee’s full compliance with all the terms provided herein and without any time occurrence of the Event of Default during the term Lease Term and/or Extended Lease Term (including their date of this Lease ------------------- after expiration), the expiration of any Lessor hereby grants to the Lessee a non-assignable and all available Locknon-Up Periods, Landlord receives and wishes to accept a bona fide written offer from a person or entity other --------- than Tenant (the "Offeror") transferable right to purchase all, but not less than all, of the Site, or any portion thereof containing Leased Facilities during the Initial Building, Lease Term and/or Extended Lease Term (unless is earlier terminated) in the Expansion Building or both, and if Tenant is not then in default under this Lease, Landlord shall give written notice of such offer to Tenant, specifying event that the material terms on which the Offeror proposes to purchase the Site or specified portion thereof (the "Offered Property"), and shall offer to Tenant the opportunity to purchase the Offered Property on the terms specified in Landlord's notice, as modified by Section 7.3 (if applicable). For purposes of this Section 7.2, an offer shall be considered bona fide if it is contained in a letter of intent or other writing signed by --------- the Offeror and specifies the material terms of such proposed purchase. Tenant shall have twenty (20) days after the date of giving of such notice by Landlord in which to accept such offer by written notice to Landlord. Upon such acceptance by Tenant, the Offered Property shall be sold to Tenant on the terms set forth in Landlord's notice, as modified by Section 7.3 hereof (if applicable), and the parties shall promptly execute an agreement containing the terms of Landlord's said notice and such other reasonable and customary terms as the parties shall agree. If Tenant does not accept Landlord's offer within the allotted time, Landlord shall thereafter have the right Lessor determines to sell the Offered Property to Leased Facilities. The Lessor will provide the Offeror, at any time within one hundred eighty Lessee a written notice (180the “First Refusal Right Notice”) days after Tenant's failure to accept Landlord's offer, at a price and on other terms and conditions not more favorable to the Offeror than indicating the price and other terms and conditions for such sale (the “Offered Purchase”), and the Lessee shall irrevocably respond to the Lessor in writing within fifteen (15) business days of the original offer specified Lessor’s notice ensuring the Lessee’s decision to buy accordingly. Failure to respond the Lessor in Landlord's said noticeaccordance with the aforesaid shall be deemed that the Lessee has elected not to exercise such rights and Lessee’s first refusal rights provided under this Article 21 shall be deemed waived and immediately expire. If Tenant does not accept Landlord's offer The Lessor shall have no obligation to sell any Leased Facilities to the Lessee unless and Landlord does not sell until all of the Leased Facilities shall be purchased and paid by the Lessee on the equivalent terms and conditions offered by the Offered Property to Purchase. It is expressly understood by the Offeror within one hundred eighty (180) daysparties hereto that any purchase hereunder SHALL BE WITHOUT REPRESENTATIONS OR WARRANTIES, this First Refusal Right shall reattach to EXPRESS OR IMPLIED, on the Offered Property. Tenant's failure, if any, to exercise any or all Lock-Up Options shall not affect Tenant's First Refusal Right under this Section 7.2part of the Lessor and that the Lessor sells the Leased Facilities hereunder on a “AS IS,” “WHERE IS” basis.

First Refusal Right. IfDuring the Term, at any time during City hereby grants to Tenant a First Refusal Right applicable to the term Option Area as shown on Exhibit C, attached hereto. This First Refusal Right pertains to a qualified offer by a third party (“Third Party”), whether an aviation related or non-aviation related entity, to lease or otherwise occupy all or a portion of this Lease ------------------- after the expiration Option Area. This First Refusal Right may be exercisable upon the receipt by City of any and all available Lock-Up Periods, Landlord receives and wishes to accept a bona fide written qualified offer from a person Third Party to lease the Option Area or entity other --------- than Tenant (the "Offeror") any part thereof. If City receives a qualified offer to purchase the Site, lease all or any portion thereof containing of the Initial BuildingOption Area from a Third Party at fair market value, based on a current appraisal prepared by an appraiser licensed to do business in the Expansion Building or bothstate of New Mexico, and if Tenant is not then in default under this Leasebefore accepting such offer, Landlord City shall give deliver written notice (“First Refusal Notice”) to Tenant of such offer to Tenantfact, specifying the material terms on which the Offeror proposes to purchase the Site or specified portion thereof (the "Offered Property"), and shall offer to Tenant the opportunity to purchase the Offered Property on the terms specified in Landlord's notice, as modified by Section 7.3 (if applicable). For purposes of this Section 7.2, an offer shall be considered bona fide if it is contained in together with a letter of intent or other writing signed by --------- the Offeror and specifies the material terms copy of such proposed purchaseoffer. Tenant shall have twenty Within ninety (2090) days after receipt of the date First Refusal Notice, Tenant shall be entitled to lease the Option Area or portion thereof as applicable, under the terms and conditions provided in subsection 6.1 below, by giving notice to City in writing of giving the exercise of such notice by Landlord in which right to accept such offer by do so. If Tenant delivers written notice to Landlord. Upon City that Tenant does not desire to exercise the First Refusal Right to lease the Option Area or portion thereof as applicable, or if Tenant fails to deliver written notice that it does not desire to exercise the First Refusal Right to lease the Option Area or portion thereof as applicable to City within such acceptance by Tenantninety (90) day period, the Offered Property then Tenant shall be sold deemed to have declined to exercise the First Refusal Right to acquire the Option Area or portion thereof as applicable. If Tenant refuses or declines to exercise such First Refusal Right, then City may enter into a lease or other occupancy agreement described in the First Refusal Notice with such Third Party on the terms set forth in Landlord's notice, as modified by Section 7.3 hereof (if applicable), and the parties shall promptly execute an agreement containing offer contained in the terms of Landlord's said notice and such other reasonable and customary terms as the parties shall agree. If Tenant does not accept Landlord's offer within the allotted time, Landlord shall thereafter have the right to sell the Offered Property to the Offeror, at any time within one hundred eighty (180) days after Tenant's failure to accept Landlord's offer, at a price and on other terms and conditions not more favorable to the Offeror than the price and other terms of the original offer specified in Landlord's said notice. If Tenant does not accept Landlord's offer and Landlord does not sell the Offered Property to the Offeror within one hundred eighty (180) days, this First Refusal Right shall reattach to the Offered Property. Tenant's failure, if any, to exercise any or all Lock-Up Options shall not affect Tenant's First Refusal Right under this Section 7.2Notice.

First Refusal Right. If, at any time during the term of this Lease ------------------- after the expiration of any and all available Lock-Up Periods, Landlord receives and wishes to accept a bona fide written offer from a person or entity other --------- than Tenant (the "“Offeror"”) to purchase the Site, or any portion thereof containing the Initial Building, the Expansion Building or both, and if Tenant is not then in default under this Lease, Landlord shall give written notice of such offer to Tenant, specifying the material terms on which the Offeror proposes to purchase the Site or specified portion thereof (the "“Offered Property"”), and shall offer to Tenant the opportunity to purchase the Offered Property on the terms specified in Landlord's ’s notice, as modified by Section 7.3 (if applicable). For purposes of this Section 7.2, an offer shall be considered bona fide if it is contained in a letter of intent or other writing signed by --------- the Offeror and specifies the material terms of such proposed purchase. Tenant shall have twenty (20) days after the date of giving of such notice by Landlord in which to accept such offer by written notice to Landlord. Upon such acceptance by Tenant, the Offered Property shall be sold to Tenant on the terms set forth in Landlord's ’s notice, as modified by Section 7.3 hereof (if applicable), and the parties shall promptly execute an agreement containing the terms of Landlord's ’s said notice and such other reasonable and customary terms as the parties shall agree. If Tenant does not accept Landlord's ’s offer within the allotted time, Landlord shall thereafter have the right to sell the Offered Property to the Offeror, at any time within one hundred eighty (180) days after Tenant's ’s failure to accept Landlord's ’s offer, at a price and on other terms and conditions not more favorable to the Offeror than the price and other terms of the original offer specified in Landlord's ’s said notice. If Tenant does not accept Landlord's ’s offer and Landlord does not sell the Offered Property to the Offeror within one hundred eighty (180) days, this First Refusal Right shall reattach to the Offered Property. Tenant's ’s failure, if any, to exercise any or all Lock-Up Options shall not affect Tenant's ’s First Refusal Right under this Section 7.2.

First Refusal Right. IfSublessor hereby grants to Sublessee, in accordance with the terms of this Section 14.13, a right of first refusal to sublease any space on the 9th floor of the Building that Sublessor desires to sublease to any third party at any time during the term Sublease Term. If Sublessor makes or receives a definitive offer to sublease any portion of this Lease ------------------- after the expiration of 9th floor to any and all available Lock-Up Periodsthird party, Landlord receives and wishes prior to accept a bona fide written entering into such sublease, Sublessor shall offer from a person or entity other --------- than Tenant (the "OfferorFirst Refusal Offer") to purchase add such space to this Sublease for a term expiring on the Site, or any portion thereof containing same date as the Initial Building, Sublease Term hereunder but at such rental rate (taking into account all inducements and discounts) as Sublessor intends to sublease the Expansion Building or both, and if Tenant is not then in default under this Lease, Landlord space to such third party. Sublessor shall give promptly deliver to Sublessee written notice of any such offer made to Tenant, specifying the or received from a third party (including all material terms on which the Offeror proposes to purchase the Site or specified portion thereof (the "Offered Property"and conditions thereof), and shall offer to Tenant the opportunity to purchase the Offered Property on the terms specified in Landlord's notice, as modified by Section 7.3 (if applicable). For purposes of this Section 7.2, an offer shall be considered bona fide if it is contained in a letter of intent or other writing signed by --------- the Offeror and specifies the material terms of such proposed purchase. Tenant Sublessee shall have twenty ten (2010) days after the date of giving of such notice by Landlord in within which to accept such offer by written notice to Landlord. Upon such acceptance by Tenant, the Offered Property shall be sold to Tenant on the terms set forth Sublessor's First Refusal Offer in Landlord's notice, as modified by Section 7.3 hereof (if applicable), and the parties shall promptly execute an agreement containing the terms of Landlord's said notice and such other reasonable and customary terms as the parties shall agreewriting. If Tenant Sublessee does not accept LandlordSublessor's offer First Refusal Offer within the allotted timesaid 10-day period, Landlord then Sublessor shall thereafter have the right be entitled to sell the Offered Property to the Offeror, enter into a sublease with such third party at any time within one hundred eighty (180) 90 days after Tenantthereafter on the terms quoted in the First Refusal Offer; and if Sublessor does not so enter into such a sublease with such third party, then Sublessee's first refusal right shall again be applicable in respect of such space. Sublessee's failure to accept Landlord's offer, at a price and on other terms and conditions not more favorable exercise its first refusal right hereunder with respect to the Offeror than the price and other terms any portion of the original offer specified in Landlord's said notice. If Tenant does not accept Landlord's offer and Landlord does not sell the Offered Property to the Offeror within one hundred eighty (180) days, this First Refusal Right shall reattach to the Offered Property. Tenant's failure, if any, to exercise any or all Lock-Up Options 9th floor shall not affect Tenantor limit Sublessee's First Refusal Right under this Section 7.2first refusal right with respect to any other portion of the 9th floor.

First Refusal Right. If(a) Tenant shall have a one-time right of first refusal (a “First Refusal Right”) to lease certain premises that are located in Suite 315 of the Building, as more particularly shown on Exhibit C attached hereto (the “First Refusal Space”) at such time as all or any time portion of the First Refusal Space becomes vacant and available for lease during the term Term. Tenant’s First Refusal Right shall be triggered by Landlord’s receipt of this Lease ------------------- after the expiration of any and all available Lock-Up Periods, Landlord receives and wishes to accept a bona fide written offer to lease the vacant and available First Refusal Space (“Bona Fide Offer”) from a person or entity other --------- than Tenant (the "Offeror") third party that Landlord is willing to purchase the Site, or any portion thereof containing the Initial Building, the Expansion Building or both, and if Tenant is not then in default under this Leaseaccept. Upon receipt of such Bona Fide Offer, Landlord shall give written provide notice to Tenant of such offer to Tenant, specifying the material terms on which the Offeror proposes to purchase the Site or specified portion thereof receipt (the "Offered Property"), and shall offer to Tenant the opportunity to purchase the Offered Property on “Landlord’s Lease Notice”) together with the terms specified in Landlord's notice, as modified by Section 7.3 (if applicable). For purposes and conditions of this Section 7.2, an offer shall be considered bona fide if it is contained in a letter of intent or other writing signed by --------- the Offeror and specifies the material terms of such proposed purchaseBona Fide Offer. Tenant shall have twenty five (205) business days after the date Tenant’s receipt of giving of such notice by Landlord in which Landlord’s Lease Notice to accept such offer by written notice exercise its First Refusal Right to Landlord. Upon such acceptance by Tenantlease all, but not a part of, the Offered Property shall be sold to Tenant on the terms set forth First Refusal Space described in Landlord's notice, as modified by Section 7.3 hereof (if applicable), and the parties shall promptly execute an agreement containing the terms of Landlord's said notice and such other reasonable and customary terms as the parties shall agree’s Lease Notice. If Tenant does not accept deliver its notice of intent to lease such First Refusal Space within five (5) business days after Tenant’s receipt of Landlord's offer within ’s Lease Notice, then Tenant’s First Refusal Right will lapse and be of no further force and effect and Landlord may lease the allotted timeFirst Refusal Space to a third party on the same or any other terms and conditions, whether or not such terms and conditions are more or less favorable than those offered to Tenant; provided, however, that if the base rent to be paid by such party for the First Refusal Space (factoring in any applicable rent abatements or concessions) or other economic terms are more than ten percent (10%) more favorable (“Better Terms”) than the terms initially offered in the Bona Fide Offer accompanying Landlord’s Lease Notice, Landlord shall thereafter have offer the right First Refusal Space to sell Tenant at the Offered Property Better Terms in accordance with the procedure contained in this Section 6 before leasing the First Refusal Space to such third party, provided that Tenant shall deliver its notice of intent to lease the Offeror, First Refusal Space at any time such Better Terms within one hundred eighty three (1803) business days after Tenant's failure to accept ’s receipt of Landlord's offer, at a price and on other terms and conditions not more favorable ’s notice. Time is of the essence with respect to the Offeror than the price and other terms provisions of the original offer specified in Landlord's said notice. If Tenant does not accept Landlord's offer and Landlord does not sell the Offered Property to the Offeror within one hundred eighty (180) days, this First Refusal Right shall reattach to the Offered Property. Tenant's failure, if any, to exercise any or all Lock-Up Options shall not affect Tenant's First Refusal Right under this Section 7.26.

First Refusal Right. If, at any time Tenant shall have a continuing right of first refusal (a “First Refusal Right”) to lease Rentable Area on the third (3rd) floor of the Building that is or becomes vacant and available for lease during the term initial Term and is comprised of this Lease ------------------- after at least 5,000 square feet but not more than 10,000 square feet (the expiration “First Refusal Space”). Tenant’s First Refusal Right shall be triggered by Landlord’s receipt of any and all available Lock-Up Periods, Landlord receives and wishes to accept a bona fide written offer from to lease the First Refusal Space that Landlord desires to accept or a person or entity other --------- than Tenant bona fide third party offer that Landlord desires to make (the "Offeror") to purchase the Sitein either case, or any portion thereof containing the Initial Building, the Expansion Building or both, and if Tenant is not then in default under this Leasea “Bona Fide Offer”). Upon receipt of such Bona Fide Offer, Landlord shall give written provide notice (“Landlord’s Lease Notice”) to Tenant of such offer to Tenant, specifying the material terms on which the Offeror proposes to purchase the Site or specified portion thereof (the "Offered Property"), and shall offer to Tenant the opportunity to purchase the Offered Property on receipt together with the terms specified in Landlord's notice, as modified by Section 7.3 (if applicable). For purposes and conditions of this Section 7.2, an offer shall be considered bona fide if it is contained in a letter of intent or other writing signed by --------- the Offeror and specifies the material terms of such proposed purchaseBona Fide Offer. Tenant shall have twenty five (205) business days after the date of giving of such notice by Landlord in which to accept such offer by written notice to Landlord. Upon such acceptance by Tenant, the Offered Property shall be sold to Tenant on the terms set forth in Landlord's notice, as modified by Section 7.3 hereof (if applicable), and the parties shall promptly execute an agreement containing the terms ’s receipt of Landlord's said notice and such other reasonable and customary terms as the parties shall agree’s Lease Notice to exercise its First Refusal Right. If Tenant does not accept Landlord's offer deliver its notice of intent to lease the First Refusal Space within the allotted time, Landlord shall thereafter have the right to sell the Offered Property to the Offeror, at any time within one hundred eighty five (1805) business days after Tenant's failure ’s receipt of Landlord’s Lease Notice, then Tenant’s First Refusal Right will lapse and be of no further force and effect (unless and until again effective pursuant to accept Landlord's offer, at this Section) and Landlord may lease the First Refusal Space to a price and third party on the same or any other terms and conditions conditions, not materially more favorable to the Offeror third party tenant than as set forth in the Bona Fide Offer accompanying Landlord’s Lease Notice; provided, however, that if the rent to be paid by such party for the First Refusal Space is over five percent (5%) less (“Lower Rent”) than the price and other rent initially offered in the Bona Fide Offer accompanying Landlord’s Lease Notice, or the terms of such third party’s lease are to be otherwise materially more favorable to the original third party than as set forth in the Bona Fide Offer accompanying Landlord’s Lease Notice, Landlord shall offer specified the First Refusal Space to Tenant at the Lower Rent or on such other favorable terms in accordance with the procedure contained in this Article 33 before leasing the First Refusal Space to such third party, provided that Tenant shall deliver its notice of intent to lease the First Refusal Space at such Lower Rent or on such other favorable terms within three (3) business days after Tenant’s receipt of Landlord's said ’s notice. If Tenant does not accept Landlord's offer and Landlord does not sell Time is of the Offered Property essence with respect to the Offeror within one hundred eighty (180) days, provisions of this First Refusal Right shall reattach to the Offered Property. Tenant's failure, if any, to exercise any or all Lock-Up Options shall not affect Tenant's First Refusal Right under this Section 7.2Article 33.