Common use of Landlord’s Right of First Refusal Clause in Contracts

Landlord’s Right of First Refusal. Landlord shall have the right, within sixty (60) days after receipt of the notice of the proposed Transfer from Tenant, to elect (i) to sublet the Premises from Tenant at the Rent then being paid by Tenant for the Premises under Section 2 hereof (or to sublet that portion of the Premises which Tenant proposes to sublease with a proportionate reduction in the Rent), or (ii) to terminate this Lease in its entirety if Tenant intends to Transfer all, or substantially all of the Premises or, if Tenant proposes to Transfer a portion of the Premises, to terminate this Lease only with respect to such portion of the Premises. Upon exercise by Landlord of either of the options set forth in this subsection, Tenant shall surrender the Premises or such portion of the Premises, as the case may be, to Landlord and thereafter the Rent to be paid by Tenant pursuant to Section 2 above shall be that portion of the total Rent which the amount of rentable area remaining in the possession of Tenant bears to the total rentable area of the Premises. In the event that Landlord does not exercise its right to sublet the Premises, or such portion of the Premises, as the case may be, or to terminate this Lease, within said sixty (60) day period, Tenant shall have the right to sublet the Premises or a portion thereof after first obtaining the written consent of Landlord as provided in subsection 10.1.

Landlord’s Right of First Refusal. (a) In the event of any Sale, other than a transaction with Tenant’s Affiliate or a rental of space to residents of the Facility, Tenant shall give written notice to Landlord of the proposed Sale. Such notice shall have set forth the right, within terms of the offer or contract proposed with respect to such Sale and such other information as may be reasonably requested by Landlord. For sixty (60) days after following receipt of the notice of the proposed Transfer from Tenantsale, Landlord shall have the right to elect (i) exercise an option to sublet the Premises from Tenant purchase at the Rent then being paid by Tenant for price and on the Premises under Section 2 hereof (or to sublet that portion of the Premises which Tenant proposes to sublease with a proportionate reduction in the Rent), or (ii) to terminate this Lease in its entirety if Tenant intends to Transfer all, or substantially all of the Premises or, if Tenant proposes to Transfer a portion of the Premises, to terminate this Lease only with respect to such portion of the Premises. Upon exercise by Landlord of either of the options same terms and conditions as set forth in this subsection, the offer or proposed contract associated with such Sale (the “Landlord First Right”). Landlord shall exercise the Landlord First Right by giving written notice of such exercise to Tenant shall surrender within the Premises or such portion of the Premises, as the case may be, to Landlord and thereafter the Rent to be paid by Tenant pursuant to Section 2 above shall be that portion of the total Rent which the amount of rentable area remaining in the possession of Tenant bears to the total rentable area of the Premises. In the event that Landlord does not exercise its right to sublet the Premises, or such portion of the Premises, as the case may be, or to terminate this Lease, within said aforementioned sixty (60) day period. For the avoidance of doubt, Landlord may only exercise its Landlord First Right, if at all, with respect to the entire Sale transaction described in such notice (i.e., if Xxxxxx’s sale notice contemplates both a sale of Tenant’s interest in this Lease and Operator’s interest in the RCFE Sublease, then Landlord must exercise its Landlord First Right with respect to both transactions as opposed to one or the other). Such purchase by Landlord shall not operate so as to extinguish any Leasehold Mortgage unless the debt secured by the Leasehold Mortgage is paid in full; provided, further, that if the Sale is in connection with Tenant’s default under the Leasehold Mortgage, then Tenant shall have be obligated to sell to Landlord at a purchase price sufficient to pay in full the right Leasehold Mortgage irrespective of terms of the offer or contract proposed with respect to sublet the Premises or a portion thereof after first obtaining the written consent of Landlord as provided in subsection 10.1such Sale.

Landlord’s Right of First Refusal. Landlord shall have the right, within sixty (60) days after receipt of the notice from Tenant, required under Paragraph 5(b)(i) above, that Tenant proposes to sublease all or a portion of the proposed Transfer from Tenantpremises, to elect (i) to sublet the Premises premises from Tenant at the Rent rent then being paid by Tenant for the Premises premises under Section 2 Paragraph 3 hereof (or to sublet that portion of the Premises thereof which Tenant proposes to sublease with sublease) by a proportionate reduction in the Rent), or rent as hereinafter set forth; (ii) to terminate this Lease in its entirety if Tenant intends to Transfer all, or substantially sublet all of the Premises premises or, if Tenant proposes to Transfer sublet a portion of the Premisespremises, to terminate this Lease only with respect to such portion of the Premisespremises; or (iii) to require Tenant to pay Landlord, within five (5) days of receipt, one-half (1/2) of the amount of rent payable by such sublessee in excess of the amount of rent payable by Tenant hereunder with respect to the portion of the premises sublet. Upon exercise by Landlord of either of the options set forth in this subsectionsubsections (i) or (ii) above, Tenant shall surrender the Premises premises or such portion of the Premisespremises, as the case may be, to Landlord Landlord, and thereafter the Rent rent to be paid by Tenant pursuant to Section 2 Paragraph 3 above shall be that portion of the total Rent rent which the amount of rentable square foot area remaining in the possession of Tenant bears to the total rentable square foot area of the Premisespremises. In the event that Landlord does not exercise its right to sublet the Premisespremises, or such portion of the Premisespremises, as the case may be, or to terminate this Lease, within said sixty (60) day 60)-day period, Tenant shall have the right right, subject to the provisions of subsection (iii) above, to sublet the Premises premises or a portion thereof after first obtaining the written consent of Landlord as provided in Paragraph 5(a) above. Upon exercise by Landlord of the option set forth in subsection 10.1(iii) above, Tenant covenants and agrees to provide Landlord with quarterly statements, prepared and verified by a certified public accountant, stating the amount of rent received by Tenant from its subtenant(s) during such quarterly period. If such statement shows Tenaxx xxxled to make the full payments required by subsection (iii) above, a late charge equal to ten percent (10%) of the amount due shall be paid by Tenaxx, xx additional rent hereunder. See Addendum Paragraph 29.

Landlord’s Right of First Refusal. Landlord shall have ---------------------------------- the right, within sixty twenty (6020) days after receipt of the notice of the proposed Transfer from Tenant, required under Section 11(b)(i) above, to elect elect: (i) to sublet the Premises from Tenant at the Rent then being paid by Tenant for the Premises under Section 2 hereof (or to sublet that portion of the Premises which if Tenant proposes to assign the Lease or sublease with a proportionate reduction in all or substantially all of the Rent)Premises, or (ii) to terminate this Lease in its entirety entirety, in which event the Lease shall terminate upon the effective date of the proposed assignment or sublease, and Tenant shall vacate the Premises as of such effective date in accordance with the applicable provisions of this Lease; (ii) if Tenant intends to Transfer all, or substantially all of the Premises or, if Tenant proposes to Transfer sublet a portion of the Premises, to terminate this Lease only with respect to such portion of the Premises, in which case Tenant shall vacate such portion as provided in subsection (i) above; or (iii) to require Tenant to pay Landlord, within ten (10) days of receipt, one-half (1/2) of the amount of rent payable under such assignment or sublease in excess of the amount of rent payable by Tenant hereunder with respect to the Premises or, in the event of a sublease, that portion of the Premises sublet, offset by any direct expenses incurred by Tenant actually incurred in assigning the Lease or subleasing such portion of the Premises, and, additionally, offset by the cost of any service which Tenant provides subtenant or assignee that Tenant does not receive from Landlord, costs Tenant incurs under the Lease (such as payments due under Section 8 above) which are not passed through to subtenant or assignee, and the value of the sale or rental of assets which are not provided by Landlord (such as Tenant's furniture) to subtenant or assignee (all amortized in equal monthly payments over the remaining term of the Lease, if assigned, or, if applicable, over the initial term of such sublease). Upon exercise by Landlord of either of the options set forth in this subsectionsubsection (i) or (ii) above, Tenant shall surrender the Premises or such portion of the Premises, as the case may be, to Landlord Landlord, and thereafter the Rent rent to be paid by Tenant pursuant to Section 2 3 above shall be that portion of the total Rent rent which the amount of rentable square foot area remaining in the possession of Tenant bears to the total rentable square foot area of the Premises. In the event that Landlord does not exercise its right to sublet the Premises, or such portion of the Premises, as the case may be, or to terminate this Lease, or any applicable portion thereof, within said sixty twenty (6020) day period, Tenant shall have the right right, subject to the provisions of subsection (iii) above, to assign the Lease or sublet the Premises or a portion thereof after first obtaining the written consent of Landlord as provided in Section 11(a) above. Upon exercise by Landlord of the option set forth in subsection 10.1.(iii) above, Tenant covenants and agrees to provide Landlord with semi-annual statements, prepared and verified by a certified public accountant or executive officer of Tenant, stating the amount of rent or other consideration received by Tenant from its assignee or subtenant(s) during such semi-annual period. If such statement shows Tenant failed to make the full payment to Landlord required by subsection (iii) above, a late charge equal to ten percent (10%) of the amount due shall be paid by Tenant to Landlord as additional rent, and shall be due and payable by the assignee or Tenant with the monthly installment of rent next becoming due. Notwithstanding anything to the contrary contained herein, Landlord shall not have the right to recapture 6,000 to 8,000 rentable square feet of the Premises which Tenant intends to sublease immediately upon commencement of this Lease, all other conditions of this Section to be satisfied prior to any such sublease becoming effective. (d)

Landlord’s Right of First Refusal. Landlord shall have the right, within sixty thirty (6030) days after receipt of the notice from Tenant, required under paragraph 5(b)(i) above, that Tenant proposes to sublease all or a portion of the proposed Transfer from Tenantpremises, to elect (i) to sublet the Premises premises from Tenant at the Rent rent then being paid by Tenant for the Premises premises under Section 2 paragraph 3 hereof (or to sublet that portion of the Premises thereof which Tenant proposes to sublease with sublease) by a proportionate reduction in the Rent), or rent as hereinafter set forth: (ii) to terminate this Lease in its entirety if Tenant intends to Transfer all, or substantially sublet all of the Premises premises or, if Tenant proposes to Transfer sublet a portion of the Premisespremises, to terminate this Lease only with respect to such portion of the Premisespremises or (iii) to require Tenant to pay Landlord, within five (5) days of receipt, one-half (1/2) of the amount of rent payable by such sublessee in excess of the amount of rent payable by Tenant hereunder with respect to the portion of the premises sublet. Upon exercise by Landlord of either of the options set forth in this subsection, subsections (i) or (ii) above. Tenant shall surrender the Premises premises or such portion of the Premisespremises, as the case may be, to Landlord Landlord, and thereafter the Rent rent to be paid by Tenant pursuant to Section 2 paragraph 3 above shall be that portion of the total Rent rent which the amount of rentable square foot area remaining in the possession of Tenant bears to the total rentable square foot area of the Premisespremises. In the event that Landlord does not exercise its right to sublet the Premisespremises, or such portion of the Premisespremises, as the case may be, or to terminate this Lease, within said sixty (60) day 60)-day period, . Tenant shall have the right right, subject to the provisions of subsection (iii) above, to sublet the Premises premises or a portion thereof after first obtaining the written consent of Landlord as provided in paragraph 5(a) above. Upon exercise by Landlord of the option set forth in subsection 10.1(iii) above. Tenant covenants and agrees to provide Landlord with quarterly statements, prepared and verified by a certified public accountant, stating the amount of rent received by Tenant from its subtenant(s) during such quarterly period. If such statement shows Tenaxx xxxled to make the full payments required by subsection (iii) above, a late charge equal to five percent (5%) of the amount due shall be paid by Tenaxx, xx additional rent hereunder.

Landlord’s Right of First Refusal. In the event that any or all of Tenant's interest in the Premises and/or this Lease is transferred by operation of law to any trustee, receiver, or other representative or agent of Tenant, or to Tenant as a debtor in possession, and subsequently any or all of Tenant's interest in the Premises and/or this Lease is offered or to be offered by Tenant or any trustee, receiver, or other representative or agent of Tenant as to its estate or property (such person, firm or entity being hereinafter referred to as the "Grantor"), for assignment, conveyance, lease, or other disposition to a person, firm or entity other than Landlord (each such transaction being hereinafter referred to as a "Disposition"), it is agreed that Landlord has and shall have a right of first refusal to purchase, take, or otherwise acquire, the same upon the same terms and conditions as the Grantor thereof shall accept upon such Disposition to such other person, firm, or entity; and as to each such Disposition the Grantor shall give written notice to Landlord in reasonable detail of all of the terms and conditions of such Disposition within twenty (20) days next following its determination to accept the same but prior to accepting the same, and Grantor shall not make the Disposition until and unless Landlord has failed or refused to accept such right of first refusal as to the Disposition, as set forth herein. Landlord shall have the right, within sixty (60) days after next following its receipt of the written notice as to such Disposition in which to exercise the option to acquire Tenant's interest by such Disposition, and the exercise of the proposed Transfer from Tenantoption by Landlord shall be effected by written notice to that effect sent to the Grantor by certified or registered mail; but nothing herein shall require Landlord to accept a particular Disposition or any Disposition, to elect (i) to sublet nor does the Premises from Tenant at the Rent then being paid by Tenant for the Premises under Section 2 hereof (rejection of any one such offer of first refusal constitute a waiver or to sublet that portion release of the Premises which Tenant proposes to sublease with a proportionate reduction in the Rent), or (ii) to terminate this Lease in its entirety if Tenant intends to Transfer all, or substantially all obligation of the Premises or, if Tenant proposes Grantor to Transfer a portion of the Premises, submit other offers hereunder to terminate this Lease only with respect to such portion of the Premises. Upon exercise by Landlord of either of the options set forth in this subsection, Tenant shall surrender the Premises or such portion of the Premises, as the case may be, to Landlord and thereafter the Rent to be paid by Tenant pursuant to Section 2 above shall be that portion of the total Rent which the amount of rentable area remaining in the possession of Tenant bears to the total rentable area of the PremisesLandlord. In the event that Landlord does not exercise its right accepts such offer of first refusal, the transaction shall be consummated pursuant to sublet the Premisesterms and conditions of the Disposition described in the notice to Landlord. In the event Landlord rejects such offer of first refusal, Grantor may consummate the Disposition with such other person, firm, or such portion entity; but any decrease in price of more than two (2%) percent of the Premises, as price sought from Landlord or any change in the case may be, or terms of payment for such Disposition shall constitute a new transaction requiring a further option of first refusal to terminate be given to Landlord hereunder. The provisions of this Lease, within said sixty (60) day period, Tenant Section 51 shall have not apply to an assignment permitted under the right to sublet the Premises or a portion thereof after first obtaining the written consent terms and provisions of Landlord as provided in subsection 10.1Section 8 above.