Common use of First Right of Refusal Clause in Contracts

First Right of Refusal. Landlord hereby grants to Tenant (VCG) a first right of refusal to purchase the property during the term and any extensions of this Lease Agreement. If Landlord shall desire to sell the Premises (subject to the terms of this Lease), and receives a bona fide offer to purchase, Landlord shall give Tenant written notice of Landlord’s intention to sell Landlord’s interest in the Premises as contained in said offer to purchase. Such notice (“Landlord’s Notice”) shall state the terms and conditions under which Landlord intends to sell its interest. For thirty (30) business days following the giving of such notice, Tenant shall have the option to purchase the Landlord’s interest at the same price and under the same terms as stated in the Landlord’s Notice. A written notice in substantially the following form, addressed to Landlord and signed by Tenant, within the period for exercising the Option, submitted with a bank cashier’s check or money order payable to the order of Landlord in the amount of $100,000.00 (the “Xxxxxxx Money”) shall be an effective exercise of Tenant’s Option, to wit: [DATE] “We hereby exercise the Option to purchase the property described in the Lease, pursuant to the Right of First Refusal contained in that certain Lease Agreement between us pertaining to said Premises under the terms of Landlord’s Notice” The closing of such Purchase shall be within sixty (60) days from the date of notice. Such exercise will not xxxxx Rent or any other Obligation in this Lease and same will continue until Closing on said Option.

First Right of Refusal. During the term of this Lease, should Landlord hereby grants receive a bona fide offer to lease any available space contiguous to Tenant's space which Landlord is willing to accept, Tenant (VCG) shall have a first right of refusal to purchase lease said space under the property during the term same terms and any extensions of this Lease Agreementconditions. If Landlord shall desire to sell the Premises (subject to the terms of this Lease), and receives a bona fide Upon receiving said offer to purchaselease said space, Landlord shall give forward to Tenant written notice of Landlord’s intention to sell Landlord’s interest in copy of the Premises as contained in offer and Tenant shall have five (5) business days from receipt of said offer to purchase. Such notice (“Landlord’s Notice”) shall state exercise its first right of refusal to lease said space under the terms and conditions under which set forth in the offer. Should Tenant fail to communicate to Landlord intends its intention with respect to sell its interest. For thirty Tenant's first right of refusal within the aforesaid five (305) business days following day period, it shall be conclusively presumed that Tenant is not exercising its first right of refusal to lease said space and Landlord shall be at liberty to lease the giving space under the terms set forth in the offer. If for any reason the space is not leased under the terms and conditions of such noticethe offer, then Tenant shall have the option continuing right of first refusal with respect to purchase any such other offer. LANDLORD /s/ Xxxxxxx Xxxxxxxxxx TENANT /s/ Xxxxx Xxx Xxxxx -------------------------------- ----------------------------- OPERATING EXPENSE ADDENDUM ATTACHED TO and made a part of the Landlord’s interest at the same price and under the same terms as stated in the Landlord’s Notice. A written notice in substantially the following form, addressed to Landlord and signed by Tenant, within the period for exercising the Option, submitted with a bank cashier’s check or money order payable to the order of Landlord in the amount of $100,000.00 (the “Xxxxxxx Money”) shall be an effective exercise of Tenant’s Option, to wit: [DATE] “We hereby exercise the Option to purchase the property described in the Lease, pursuant to the Right of First Refusal contained in that certain Commercial Lease Agreement made the 22 day of July, 1998, by and between us pertaining to said Premises under the terms of RB ASSOCIATES, Landlord’s Notice” The closing of such Purchase shall be within sixty (60) days from the date of notice. Such exercise will not xxxxx Rent or any other Obligation in this Lease , and same will continue until Closing on said OptionYOU TOOLS CORPORATION, D/B/A FASTNET, Tenant.

First Right of Refusal. Landlord hereby grants Lessor and Lessee agree that, subject to Tenant (VCG) a first right of refusal to purchase Jxxxxx Xxxx’x exception noted in the property during the term and any extensions latter portion of this Lease Agreement. If Landlord shall desire to sell the Premises (subject to the terms of this Lease)paragraph, and receives a bona fide offer to purchase, Landlord shall give Tenant written notice of Landlord’s intention to sell Landlord’s interest in the Premises as contained in said offer to purchase. Such notice (“Landlord’s Notice”) shall state the terms and conditions under which Landlord intends to sell its interest. For thirty (30) business days following the giving of such notice, Tenant Lessee shall have the option to purchase the Landlord’s interest at the same price and under match, on the same terms and conditions, any bonafide offer that Lessor may receive for the sale of all, or any portion, of the Premises. If any such offer is received by Lessor, and not matched by Jxxxxx Xxxx as stated in the Landlord’s Notice. A specified below, Lessor shall provide Lessee with written notice in substantially and details of the following form, addressed offer. Lessee will then have Twenty (20) business days after having received such notice to Landlord and signed by Tenant, within the period for exercising the Option, submitted with provide a bank cashierwritten response to Lessor noting Lessee’s check or money order payable intent to the order of Landlord in the amount of $100,000.00 (the “Xxxxxxx Money”) shall be an effective exercise of Tenant’s Option, to wit: [DATE] “We hereby exercise the Option their option to purchase the property described Premises on the specified terms and conditions. If Lessee fails to provide the timely notice of their intent to exercise this option, Lessor is free to accept the original offer. Lessee’s failure to exercise any option available under this Section pertains only to that specific offer and is not a waiver of the option for any future offers. Lessee’s First-Right-Of-Refusal shall continue for all future offers to purchase any portion of the Premises, that may be received by Lessor or successors to Lessor. Lessee acknowledges that Jxxxxx Xxxx has previously been given a verbal First-Right-Of-Refusal for purchase of the Premises, and that Lessee’s rights and options as noted above shall be exercisable only when Jxxxxx Xxxx does not properly exercise his right to match a bonafide offer within 30 days after having been given notice of the offer. If any ownership transfer of the Premises becomes eminent because of possible bankruptcy proceedings or because an entity may exercise it’s collateral rights to the Premises, Lessor shall, prior to initiation of any legal actions, notify Lessee of such potential actions and Lessee shall then have the right to take ownership of the property, in the Leasecase of bankruptcy, pursuant by purchasing the Premises from Lessor at the then fair market price; or in the case where an entity may attempt to exercise collateral rights, by Lessee satisfying the debt owed to the Right of First Refusal contained in that certain Lease Agreement between us pertaining to said Premises under the terms of Landlord’s Notice” The closing of such Purchase shall be within sixty (60) days from the date of notice. Such exercise will not xxxxx Rent or any other Obligation in this Lease and same will continue until Closing on said Optionsecured party.

First Right of Refusal. (a) Landlord hereby grants to Tenant (VCG) a first continuing right of first refusal to purchase (the property during "First Right of Refusal") covering all of the term and any extensions office space located upon the twenty-first (21st) floor of this Lease Agreementthe Building (the "First Refusal Space"). If at any time after the date hereof, Landlord shall desire to sell lease all or part of the Premises First Refusal Space (whether or not as part of a larger space), as evidenced by the issuance of a bona fide proposal to a third party by or on behalf of Landlord covering such space, or Landlord's acceptance of a bona fide proposal from a third party ("Third Party Proposal"), Landlord shall first offer to lease the First Refusal Space subject to the terms of this Lease)limitations provided below, and receives a bona fide offer to purchase, Landlord shall give Tenant by giving written notice ("Landlord's First Refusal Space Notice") to Tenant. Landlord's First Refusal Space Notice shall specify the amount of First Refusal Space covered by the Third Party Proposal (the "Designated First Refusal Space") and the date on which the Designated First Refusal Space is expected to be available for Tenant's lease. Within five (5) days after receiving Landlord’s intention to sell Landlord’s interest in the Premises as contained in said offer to purchase. Such notice (“Landlord’s Notice”) shall state the terms and conditions under which Landlord intends to sell its interest. For thirty (30) business days following the giving of such 's notice, Tenant shall have give written notice to Landlord ("First Refusal Space Exercise Notice"), elect or decline to exercise its First Right of Refusal as to the option Designated First Refusal Space. This First Right of Refusal shall require Tenant to purchase lease the Landlord’s interest at the same price and under Designated First Offer Space on the same terms as stated in and conditions (including the Landlord’s Noticesame annual per square foot rental rates) included within such Third Party Proposal. A If Tenant fails to exercise the First Right of Refusal by delivering written notice in substantially the following form, addressed to Landlord and signed by Tenantwithin such five (5) day period, within the period for exercising the Option, submitted with a bank cashier’s check or money order payable to the order of Landlord in the amount of $100,000.00 (the “Xxxxxxx Money”) Tenant shall be an effective deemed to have declined to exercise its First Right of Tenant’s OptionRefusal. Notwithstanding the foregoing, Tenant shall have no night to wit: [DATE] “We hereby exercise the Option to purchase the property described in the Lease, pursuant to the First Right of First Refusal contained in that certain Lease Agreement between us pertaining to said Premises under the terms of Landlord’s Notice” The closing of such Purchase shall be within sixty (60) days from the date of notice. Such exercise will not xxxxx Rent or any other Obligation in this Lease and same will continue until Closing on said Option.of

First Right of Refusal. Landlord hereby grants to Tenant (VCG) a first right of refusal to purchase the property If during the term and any extensions Term of this Lease Agreement. If Lease, Landlord shall desire to sell lease additional space in the Premises project (subject to hereinafter called the terms of this Lease“Offered Space”), and receives a bona fide offer to purchase, Landlord shall give submit to Tenant written notice of Landlord’s intention to sell Landlord’s interest in a Notice (hereinafter called the Premises as contained in said offer to purchase. Such notice (“Landlord’s Notice”) stating that Landlord is marketing the space under certain terms and conditions (the “Offer”) therefore, and offering to Tenant the right to lease the Offered Space on the identical terms as are contained therein. Within fifteen (15) days after the giving of the Notice (hereinafter called the “Offer Acceptance Period”), Tenant shall state elect by giving notice to Landlord either to (i) lease the Offered Space on terms and conditions set forth in the Offer or (ii) waive its Right of First Refusal, subject to reinstatement only as provided below. If Tenant shall fail to respond within the Offer Acceptance Period, Tenant shall be deemed to have rejected the Offer. If Tenant declines to accept the Offer, or fails to deliver notice of acceptance of the Offer on or before the expiration of the Offer Acceptance Period, Landlord may proceed to lease the Offered Space to a third party tenant upon the terms and conditions under which set forth in the Offer. If Landlord intends is unable to sell its interest. For thirty consummate a lease of the Offered Space to a third party tenant on the terms and provisions of the Offer within sixty (3060) business days following the giving date on which Tenant declined the Offer, then Tenant’s Right of such notice, First Refusal shall be reinstated. If Tenant shall have elected to lease the option to purchase the Landlord’s interest at the same price and under the same terms as stated in the Landlord’s Notice. A written notice in substantially the following form, addressed to Landlord and signed by Tenant, within the period for exercising the Option, submitted with a bank cashier’s check or money order payable to the order of Landlord in the amount of $100,000.00 (the “Xxxxxxx Money”) shall be an effective exercise of Tenant’s Option, to wit: [DATE] “We hereby exercise the Option to purchase the property described in the Lease, Offered Space pursuant to the Right of First Refusal contained Refusal, Landlord and Tenant shall promptly proceed in that certain Lease Agreement between us pertaining good faith to said Premises under enter into an amendment to lease for the Offered Space on terms of and conditions consistent with the Offer and reasonably satisfactory to the parties. Landlord’s Notice” The closing of such Purchase shall be within sixty (60) days from the date of notice. Such exercise will not xxxxx Rent or any other Obligation obligations as set forth in this Lease and same will Section shall continue until Closing on said Option.as long as there exists vacant space in the Building. ADDENDUM “B” BY AND BETWEEN: MV PLAZA, INC.. CALIFORNIA CORPORATION AS LESSOR; AND: AS LESSEE Cendant Corporation, a Delaware Corporation TO LEASE DATED: July 3, 2003

First Right of Refusal. Landlord hereby grants to Tenant (VCG) a first right of first refusal ("Right") to purchase the property during Premises. In the term and any extensions of this Lease Agreement. If event Landlord shall desire to sell the Premises (subject to the terms of this Lease), and receives a bona fide offer to purchasepurchase the Premises ("Offer") and Landlord desires to accept such Offer, then Landlord shall give notify Tenant written notice of Landlord’s 's intention to sell Landlord’s interest in accept the Premises as contained in said offer to purchase. Such notice (“Landlord’s Notice”) shall state the terms and conditions under which Landlord intends to sell its interest. For thirty (30) business days following the giving of such notice, Tenant shall have the option to purchase the Landlord’s interest at the same price and under the same terms as stated in the Landlord’s Notice. A written notice in substantially the following form, addressed to Landlord and signed by Tenant, within the period for exercising the Option, submitted Offer together with a bank cashier’s check or money order payable to copy of the order of Landlord in instrument constituting the amount of $100,000.00 Offer. Within ten (the “Xxxxxxx Money”) shall be an effective exercise of Tenant’s Option, to wit: [DATE] “We hereby exercise the Option to purchase the property described in the Lease, pursuant to the Right of First Refusal contained in that certain Lease Agreement between us pertaining to said Premises under the terms of Landlord’s Notice” The closing of such Purchase shall be within sixty (6010) days from the date giving of noticethe Notice, Tenant shall notify Landlord in writing of its intention to exercise or not to exercise the Right. Such In the event Tenant notifies Landlord, in writing, within such ten (10) day period of its election to exercise will the Right, then the purchase of the Premises shall take place upon the same terms and conditions as are contained in the Offer. Notwithstanding the foregoing, Tenant shall not xxxxx Rent have the Right of first refusal in the event that (i) an Event of Default has occurred under the Lease; (ii) the Offer also includes the purchase of all or part of the Shopping Center; or (iii) the Offer is by an entity related to Landlord or to any other Obligation officer, director or shareholder of Landlord. The exercise of the Right shall be accompanied by a cashier's check drawn upon a financial institution approved by Landlord in this Lease an amount equal to Twenty-Five Thousand Dollars and same will continue until Closing No/100 Dollars ($25,000.00) as a non-refundable deposit to be applied to the purchase price at the time of closing. The failure of Tenant to exercise its rights hereunder with respect to the Offer shall constitute a waiver by Tenant of its right of first refusal and Tenant's Right shall terminate and thereafter be of no further force and effect (even if the transaction pursuant to the Offer fails to close for any reason whatsoever and, accordingly, there are subsequent offers on said Optionthe Premises in the future). The sale of the Premises shall include the entire legal description of outparcel as described in Exhibit A of the Lease.

First Right of Refusal. Landlord hereby grants to Tenant (VCG) a first right of refusal to purchase the property during the term and any extensions of this Lease Agreement. If Landlord shall desire to sell the Premises (subject to the terms of this Lease), and receives a bona fide offer to purchase, Landlord shall give Tenant written notice of Landlord’s intention to sell Landlord’s interest in the Premises as contained in said offer to purchase. Such notice (“Landlord’s Notice”) shall state the terms and conditions under which Landlord intends to sell its interest. For thirty (30) business days following the giving of such notice, Tenant shall have the option to purchase the Landlord’s interest at the same price and under the same terms as stated in the Landlord’s Notice. A written notice in substantially the following form, addressed to Landlord and signed by Tenant, within the period for exercising the Option, submitted with a bank cashier’s check or money order payable to the order of Landlord in the amount of $100,000.00 (the “Xxxxxxx Money”) shall be an effective exercise of Tenant’s Option, to wit: [DATE] “We hereby exercise the Option to purchase the property described in the Lease, pursuant to the Right of First Refusal contained in that certain Lease Agreement between us pertaining to said Premises under the terms of Landlord’s Notice” Notice “ The closing of such Purchase shall be within sixty (60) days from the date of notice. Such exercise will not xxxxx Rent or any other Obligation in this Lease and same will continue until Closing on said Option.

First Right of Refusal. Landlord hereby grants to Tenant (VCG) a first right of refusal to purchase the property during the term and any extensions of this Lease Agreement. If Landlord shall desire to sell the Demised Premises (subject to during the terms term of this LeaseLease and has received an offer in writing (in the form of an agreement of sale or binding letter of intent) (the “Offer Documents”), and receives from a bona fide offer to purchasethird party at arms length, Landlord shall give Tenant deliver a written notice of Landlord’s intention to sell Landlord’s interest in the Premises as contained in said offer to purchase. Such notice Tenant (“Landlord’s Original Notice”) shall state advising Tenant that Landlord desires to accept such offer to sell the terms Demised Premises and conditions under provide Tenant with a copy of the Offer Documents including, without limitation, the price at which Landlord intends desires to sell its interestthe Demised Premises (the “Original Purchase Price” and a title insurance commitment (the “Title Commitment”) showing Landlord as the current title holder. For thirty (30) business days following The First Right of Refusal contemplated herein shall not apply to sales or transfers to members of the giving Xxxxxx family or the affiliates of such notice, the Landlord. Tenant shall have the option to purchase the Landlord’s interest at the same price and under the same terms as stated in the Landlord’s Notice. A written notice in substantially the following form, addressed to Landlord and signed by Tenant, within the period for exercising the Option, submitted with a bank cashier’s check or money order payable to the order of Landlord in the amount of $100,000.00 twenty (the “Xxxxxxx Money”) shall be an effective exercise of Tenant’s Option, to wit: [DATE] “We hereby exercise the Option to purchase the property described in the Lease, pursuant to the Right of First Refusal contained in that certain Lease Agreement between us pertaining to said Premises under the terms of Landlord’s Notice” The closing of such Purchase shall be within sixty (6020) days from the date the Landlord’s Original Notice is delivered to Tenant (the “Original Notice Delivery Date”) in which to agree to purchase the Demised Premises for the Original Purchase Price without condition (other than satisfaction of noticethe Schedule B-1 conditions contained in the Title Commitment relating to Landlord or the Demised Premises). Such exercise It is understood that (i) each party shall pay for the attorneys’ fees and expenses and other costs which that party incurs, and all other closing costs shall be allocated as commonly allocated in the community where the Demised Premises are located unless the Offer Documents provide to the contrary in which event the terms of the Offer Document shall control; (ii) Tenant shall pay Landlord the amount of the Original Purchase Price for the Property in cash at closing; (iii) the sale of the Property shall be on an “AS IS, WHERE IS, WITH ALL FAULTS” basis, with no representations or warranties of Landlord whatsoever; (iv) the conveyance shall be by special warranty deed (v) at closing Tenant shall provide Landlord a release from all obligations of Landlord under the Lease, arising on or after the closing date. Tenant agrees to cooperate with Landlord in a Section 1031 exchange, provided Tenant shall not be required to expend any funds or modify the closing date. If Tenant does not timely deliver a Tenant’s Original Offer to Landlord within such five (5) business day period, Tenant shall be deemed to have waived its right to purchase the Demised Premises pursuant to the economic terms contained in Landlord’s Original Notice, and Landlord shall become entitled, for a period of one hundred eighty (180) days, to sell the Demised Premises at a price not less than the Original Purchase Price. If Landlord determines to negotiate the Original Purchase Price, then Landlord must again offer the Property to Tenant pursuant to the provisions hereof. In addition, if Landlord does not or chooses not to consummate the transaction provided for in the Offer Documents, then Landlord will not xxxxx Rent or be required to comply with the terms and provisions of this section with respect to any other Obligation offer Landlord desires to accept. Tenant’s Rights of First Refusal shall terminate upon sale of the Demised Premises in this Lease and same will continue until Closing on said Optioncompliance with the terms hereof.

First Right of Refusal. Landlord hereby grants to Tenant (VCG) a first right of refusal to purchase the property during the term and any extensions of this Lease Agreement. If Landlord shall desire to sell the Premises (subject to the terms of this Lease), and receives a bona fide offer to purchase, Landlord shall give Tenant written notice of Landlord’s intention to sell Landlord’s interest in the Premises as contained in said offer to purchase. Such notice (“Landlord’s Notice”) shall state the terms and conditions under which Landlord intends to sell its interest. For thirty (30) business days following the giving of such notice, Tenant shall have the option right of first refusal to purchase lease Suites C and D of the Landlord’s interest at the same price and Project ("SUITES C AND D"), as shown on EXHIBIT "A", under the same terms economic provisions and conditions that Landlord is willing to accept from a bona fide third party ("OFFER"). In order to exercise such right, Tenant shall accept the provisions of the Offer within ten (10) days after Landlord provides the Offer to Tenant with a statement that the Offer has been received by Landlord and is acceptable to Landlord ("OFFER PERIOD"). A fully executed letter of intent shall constitute an Offer, whether such letter of intent is of a binding or non-binding nature. Except as stated otherwise set forth in this Paragraph, Tenant's failure to irrevocably exercise in writing such right within such ten (10) day period shall conclusively be deemed Tenant's failure to exercise such right. In the event Tenant properly exercises its right, Landlord and Tenant shall enter into an amendment to this Lease for Suites C and D under the provisions of the Offer. Such right of first refusal will be conditioned upon (i) Landlord's review and approval of Tenant's financial condition; (ii) Tenant's not being not in default under this Lease beyond any applicable cure period, and (iii) the intended use being consistent with the use described in Paragraph 1.11(i) above. Notwithstanding anything to the contrary contained herein, in the Landlord’s Notice. A written notice in substantially event that the following formTenant does not exercise its right to accept the Offer during the Offer Period, addressed to Landlord and signed by Tenant, within the period for exercising the Option, submitted with a bank cashier’s check or money order payable to the order of Landlord in the amount event that the Landlord either: (i) does not close on the Offer with the bona fide third party within five (5) months after the Offer Period; and/or (ii) Landlord materially alters the provisions of $100,000.00 the Offer (such as a lowering of the “Xxxxxxx Money”rent in the offer, or making a material change in the term, size of premises or other financial provisions), then Tenant's right of first refusal shall revive, and any material alterations in the Offer as provided in subsection (ii) of this paragraph shall constitute a new Offer which shall be made to Tenant as provided herein. In the event Tenant exercises its option for Suites C and D, Tenant shall submit updated financials, an effective exercise of Tenant’s Optionestoppel certificate as required herein, an SNDA (as defined below) as required herein, and other reasonable documents required by Landlord's lender. Such first right shall not apply to wit: [DATE] “We hereby exercise the Option to purchase the property described any renewals by existing tenants in the Lease, pursuant to the Right of First Refusal contained in that certain Lease Agreement between us pertaining to said Premises under the terms of Landlord’s Notice” The closing of such Purchase shall be within sixty (60) days from the date of notice. Such exercise will not xxxxx Rent or any other Obligation in this Lease and same will continue until Closing on said OptionBuilding.