Common use of Offer Right Clause in Contracts

Offer Right. (a) Landlord hereby grants Tenant a one-time right to lease the Offer Space (defined below) if and to the extent such space is Available (defined below) during the period beginning on the date of execution of this Lease and expiring twelve (12) months prior to the Expiration Date of the Term or the Option Term if the Option to Extend is properly exercised by Tenant (the “Offer Period”), upon and subject to the terms and conditions of this Section (the “Offer Right”), and provided that at the time of exercise of such right: (i) Tenant must be conducting regular, active, ongoing business in, and be in occupancy (and occupancy by a subtenant, licensee or other party permitted or suffered by Tenant shall not satisfy such condition) of the entire Premises; and (ii) there has been no material adverse change in Tenant’s financial position from such position as of the date of execution of the Lease, as certified by Tenant’s chief executive officer or chief financial officer, and as supported by Tenant’s certified financial statements, copies of which shall be delivered to Landlord with Tenant’s written notice exercising its right hereunder. Without limiting the generality of the foregoing, Landlord may reasonably conclude there has been a material adverse change if Tenant’s chief executive officer or chief financial officer do not certify there has been no such change.

Offer Right. (a) Landlord hereby grants Tenant shall have a one-time right to lease the an Offer Space (defined below) if and to the extent such space is Available (as defined in Section 3(b) below) during the period beginning on the date of execution of this Lease Commencement Date and expiring ending twelve (12) months prior to the Expiration Date of the Term unless, prior to or concurrent with such expiration Tenant exercises its Option to Extend pursuant to Section 4 below, in which case Tenant’s right to lease the Offer Space shall expire twelve (12) months prior to the expiration of the Option Term if the Option to Extend is properly exercised by Tenant (the “Offer Period”), upon and subject to the terms and conditions of this Section (the “"Offer Right”"), and provided that at the time of exercise of such right: (i) Tenant or a Permitted Transferee which has satisfied the requirements of Sections 10.01 and 10.05 of the Lease must be conducting regular, active, ongoing business in, and be in occupancy (and occupancy by a subtenant, licensee or other party permitted or suffered by Tenant shall not satisfy such condition) of the entire Premises; and (ii) there has been no material adverse change in Tenant’s 's financial position from such position as of the date of execution of the Lease, as certified by Tenant’s chief executive officer or chief financial officer's independent certified public accountants, and as supported by Tenant’s 's certified financial statements, copies of which shall be delivered to Landlord with Tenant’s 's written notice exercising its right hereunder. Without limiting the generality of the foregoing, Landlord may reasonably conclude there has been a material adverse change if Tenant’s chief executive officer or chief financial officer 's independent certified public accountants do not certify there has been no such change.

Offer Right. (a) Landlord hereby grants Tenant a)Tenant shall have a one-time right to lease the an Offer Space (defined below) if and to the extent such space is Available (as defined in Section 3(b) below) during the period beginning on the date of execution of this Lease Commencement Date and expiring ending twelve (12) months prior to the Expiration Date of the Term unless, prior to or concurrent with such expiration Tenant exercises its Option to Extend pursuant to Section 4 below, in which case Tenant’s right to lease the Offer Space shall expire twelve (12) months prior to the expiration of the Option Term if the Option to Extend is properly exercised by Tenant (the “Offer Period”), upon and subject to the terms and conditions of this Section (the “"Offer Right”"), and provided that at the time of exercise of such right: (i) Tenant or a Permitted Transferee which has satisfied the requirements of Sections 10.01 and 10.05 of the Lease must be conducting regular, active, ongoing business in, and be in occupancy (and occupancy by a subtenant, licensee or other party permitted or suffered by Tenant shall not satisfy such condition) of the entire Premises; and (ii) there has been no material adverse change in Tenant’s 's financial position from such position as of the date of execution of the Lease, as certified by Tenant’s chief executive officer or chief financial officer's independent certified public accountants, and as supported by Tenant’s 's certified financial statements, copies of which shall be delivered to Landlord with Tenant’s 's written notice exercising its right hereunder. Without limiting the generality of the foregoing, Landlord may reasonably conclude there has been a material adverse change if Tenant’s chief executive officer or chief financial officer 's independent certified public accountants do not certify there has been no such change.

Offer Right. (a) Landlord hereby grants Provided that the Must-Take Space was not Available on or before the Must-Take Outside Date and Tenant has not leased the Must-Take Space, Tenant shall have a one-time right to lease the Offer Space (defined below) if and to the extent such space is Available (as defined belowin Section 3(b) above) during the period beginning on the date of execution of this Lease Must-Take Outside Date and expiring twelve ending nine (129) months prior to the Expiration Date of the Term or the Option Term if the Option to Extend is properly exercised by Tenant (the “Offer Period”), upon and subject to the terms and conditions of this Section (the “Offer Right”), and provided that at the time of exercise of such right: (i) Tenant or a Permitted Transferee which has satisfied the requirements of Sections 10.01 and 10.05 of the Lease must be conducting regular, active, ongoing business in, and be in occupancy (and occupancy by a subtenant, licensee or other party permitted or suffered by Tenant shall not satisfy such condition) of the entire Premises; and (ii) there has been no material adverse change in Tenant’s financial position from such position as of the date of execution of the Lease, as certified by Tenant’s chief executive officer or chief financial officerindependent certified public accountants, and as supported by Tenant’s certified financial statements, copies of which shall be delivered to Landlord with Tenant’s written notice exercising its right hereunder. Without limiting the generality of the foregoing, Landlord may reasonably conclude there has been a material adverse change if Tenant’s chief executive officer or chief financial officer independent certified public accountants do not certify there has been no such change.

Offer Right. (a) Landlord hereby grants Tenant a one-time right to lease the Offer Space (defined below) if and to the extent such space is Available (defined below) during the period beginning on the date of execution of this Lease and expiring twelve (12) [***]. months prior to the Expiration Date of the Term or the Option Term if the Option to Extend is properly exercised by Tenant [***]. (the “"Offer Period”"), upon and subject to the terms and conditions of this Section (the “"Offer Right”"), and provided that at the time of exercise of such right: (i) Tenant must be conducting regular, active, ongoing business in, and be in occupancy (and occupancy by a subtenant, licensee or other party permitted or suffered by Tenant shall not satisfy such condition) of at least seventy percent (70%) of the entire Premisesrentable square footage of the Chesapeake Space and the Penobscot Space at the time of exercise of such right; and (ii) there has been no material adverse change in Tenant’s 's financial position from such position as of the date of execution of the LeaseEffective Date, as certified by Tenant’s chief executive officer or 's chief financial officer, and as supported by Tenant’s 's certified financial statements, copies of which shall be delivered to Landlord with Tenant’s 's written notice exercising its right hereunder, and to Landlord’s reasonable satisfaction. Without limiting the generality of the foregoing, Landlord may reasonably conclude there has been a material adverse change if Tenant’s chief executive officer or 's chief financial officer do does not certify there has been no such change. Notwithstanding the foregoing, so long as Tenant is a publicly traded company on an “over-the-counter” market or any recognized national or international securities exchange, Tenant shall not be required to provide certified financial statements by its chief financial officer (and shall not be required to provide a certification by its chief financial officer that there has been no material adverse change in Tenant’s financial position) so long as Tenant’s current public annual report (in compliance with applicable securities laws) for such applicable year is available to Landlord in the public domain.