Common use of Right of First Offer to Lease Clause in Contracts

Right of First Offer to Lease. During the Original Term, and any Extension Term, Lessor grants to Lessee a continuing right of first offer to lease (the "Expansion Right") any portion of Building One. When Lessor desires to offer to lease all or any portion of Building One (the "Expansion Space") to third parties, Lessor shall deliver written notice (the "Offer Notice") to Lessee setting forth the terms upon which Lessor will offer to lease the Expansion Space to third parties and offering to lease, the Expansion Space to Lessee upon such terms. Once Lessor has sent the Offer Notice, if Lessee elects to exercise said Expansion Right in accordance with the terms of the Offer Notice, Lessee shall do so by giving Lessor written notice of such election within ten (10) days after receiving the Offer Notice. In the event Lessee rejects the Expansion Space Offer or fails to respond to the Offer Notice within said ten (10) day period, Lessor may, within six (6) months following the date of the Offer Notice, lease the Expansion Space to third parties on "Substantially the Same Terms and Conditions" (defined below) as are set forth in the Offer Notice. As used in this PARAGRAPH 58, "Substantially the Same Terms and Conditions" means that (a) the rent under the third party lease is not less than ninety-five percent (95%) of that set forth in the Offer Notice, (b) the lease terms are no more favorable than set forth in the Offer Notice, (c) the duration and construction allowance are the same as in the Offer Notice, (c) the third party lease does not provide the third party Lessee financing of any costs except to the extent set forth in the Offer Notice, and (e) the commencement of the third party lease is within six (6) months of the Offer Notice. If the third party lease is not on Substantially the Same Terms and Conditions as the Offer, Lessor must again provide Lessee a Refusal Right Notice in accordance with this PARAGRAPH 58. Notwithstanding anything contained therein to the contrary, the duration (including any renewal options) of any lease entered into with such third party will not exceed fifteen (15) years. If Lessee leases the Expansion Space, the lease of the Expansion Space shall be upon the same terms and conditions as the Lease, as modified by the provisions of the Offer Notice. Further, in addition to and separate and distinct from the foregoing right of first offer regarding Building One, Lessor hereby grants to Lessee a continuing right of first offer to lease any portion Building Three (if constructed) on the same terms and conditions as the foregoing right of first offer regarding Building One. The Broker identified in the Lease shall be entitled to receive a brokerage PAGE 22 Initials _________ FORM STN-6-2/97 commission and Xxxxx Xxxxxx shall be entitled to receive a finder's fee in connection with the proper exercise by Lessee of its Expansion Right (and/or similar rights regarding Building Three) under this PARAGRAPH 58, which payments shall be the subject of separate written agreements. If, during the Original Term or any Extension Term, Lessee is in material monetary Breach of the Lease (beyond applicable cure periods), the Expansion Right will terminate. Notwithstanding the foregoing to the contrary, if prior to such material monetary Breach (beyond applicable cure periods) Lessee has purchased any building in the Project, such Expansion Right will not terminate, but will remain in effect despite such Breach.

Right of First Offer to Lease. During the Original Term, and Lessor shall not offer 5365 Xxxxxxx for Lease until it has Leased all developable sites owned by Lessor North of Silver Creek that will support 100,000 square feet or more. Prior to Lessor accepting any Extension Term, Lessor grants to Lessee a continuing right of first offer to lease (the "Expansion Right") that certain building and improvements of approximately 150,000 square feet to be constructed at 0000 Xxxxxxx Xxxxxx, or prior to Lessor making any portion of Building One. When Lessor desires to offer to lease all or any portion of Building One (the "Expansion Space") to third parties, Lessor shall deliver written notice (the "Offer Notice") to Lessee setting forth the terms upon which Lessor will offer to lease the Expansion Space to third parties future building and offering to leaseimprovements at 0000 Xxxxxxx Xxxxxx, the Expansion Space to Lessor shall give Lessee upon such terms. Once Lessor has sent the Offer Notice, if Lessee elects to exercise said Expansion Right in accordance with the terms of the Offer Notice, Lessee shall do so by giving Lessor written notice of such election offer and Lessee shall have the opportunity to lease 0000 Xxxxxxx Xxxxxx or the part thereof offered for lease on the terms and conditions set forth in notice of offer (“Lessor’s First Notice”). Lessee shall have the option, which may be exercised by written notice to Lessor at any time within ten thirty (1030) days after receiving from the Offer Noticereceipt of the Lessor’s notice to agree to lease the building and improvements on the terms and conditions specified in the notice to Lessee. In the event If Lessee rejects the Expansion Space Offer or fails to respond to exercise its option within the Offer Notice within said ten (10) 30-day period, Lessor mayshall have 270 days thereafter to lease 0000 Xxxxxxx Xxxxxx on terms at least as favorable to Lessor as these specified in the notice to Lessee, but in no case on terms more favorable than those offered to Lessee. If Lessor elects, within six (6) months following 270 days of Lessor’s notice, to lease 0000 Xxxxxxx Xxxxxx to a third party on terms more favorable to the date of third party lessee than the Offer Notice, lease the Expansion Space to third parties on "Substantially the Same Terms and Conditions" (defined below) as are terms set forth in the Offer Notice. As used in this PARAGRAPH 58, "Substantially the Same Terms and Conditions" means that (a) the rent under the third party lease is not less than ninety-five percent (95%) of that set forth in the Offer Lessor’s First Notice, (b) the lease terms are no more favorable than set forth in the Offer Notice, (c) the duration and construction allowance are the same as in the Offer Notice, (c) the third party lease does not provide the third party Lessee financing of any costs except to the extent set forth in the Offer Notice, and (e) the commencement of the third party lease is within six (6) months of the Offer Notice. If the third party lease is not on Substantially the Same Terms and Conditions as the Offer, then Lessor must again provide Lessee a Refusal Right Notice in accordance with this PARAGRAPH 58. Notwithstanding anything contained therein to the contrary, the duration (including any renewal options) of any lease entered into with such third party will not exceed fifteen (15) years. If Lessee leases the Expansion Space, the lease of the Expansion Space shall be upon the same terms and conditions as the Lease, as modified by the provisions of the Offer Notice. Further, in addition to and separate and distinct from the foregoing right of first re-offer regarding Building One, Lessor hereby grants 0000 Xxxxxxx Xxxxxx to Lessee a continuing right of first offer to lease any portion Building Three (if constructed) on the same terms and conditions as offered to the foregoing right third party buyer (“Lessor’s Second Notice to Lease”). Lessee shall have five (5) business days from Lessee’s receipt of first offer regarding Building OneLessor’s Second Notice to Lease to elect to lease 0000 Xxxxxxx Xxxxxx. The Broker identified If Lessee does not respond in the Lease writing accepting all terms and conditions, Lessor shall thereafter be entitled to receive lease 0000 Xxxxxxx Xxxxxx to the third party on the terms and conditions set forth in Lessor’s Second Notice to Lease or on other terms and conditions at least as favorable to Lessor as said terms and conditions in Lessor’s Second Notice to Lease for a brokerage PAGE 22 Initials _________ FORM STN-6-2/97 commission and Xxxxx period of 270 days after which Lessee’s Right of First Offer to Lease shall again be in effect for 0000 Xxxxxxx Xxxxxx. If Lessor does not Lease 0000 Xxxxxxx Xxxxxx shall be entitled to receive a finder's fee in connection with the proper exercise by Lessee of its Expansion Right (and/or similar rights regarding Building Three) under this PARAGRAPH 58, which payments shall be the subject of separate written agreements. If, during the Original Term or any Extension Termperiods stated above, Lessor will reoffer the property to Lessee is in material monetary Breach of the Lease (beyond applicable cure periods), the Expansion Right will terminate. Notwithstanding the foregoing before leasing to the contrary, if prior to such material monetary Breach (beyond applicable cure periods) Lessee has purchased any building in the Project, such Expansion Right will not terminate, but will remain in effect despite such Breacha third party.

Right of First Offer to Lease. During the Original Term, and any Extension Term, Lessor grants to Lessee shall have a continuing first right of first offer to lease any buildings of Lessor north of Silver Creek Blvd. (the "Expansion RightNSCB") that become available for lease in the future, subject to prior rights of other Lessee's existing at Lease signing. Prior to Lessor making any portion of Building One. When Lessor desires to offer to lease all or any portion of Building One (the "Expansion Space") to third partiesNSCB building, Lessor shall deliver written notice (the "Offer Notice") to give Lessee setting forth the terms upon which Lessor will offer to lease the Expansion Space to third parties and offering to lease, the Expansion Space to Lessee upon such terms. Once Lessor has sent the Offer Notice, if Lessee elects to exercise said Expansion Right in accordance with the terms of the Offer Notice, Lessee shall do so by giving Lessor written notice of such election offer and Lessee shall have the opportunity to lease the NSCB building, or the part thereof offered for lease, on the terms and conditions set forth in Lessor's notice of offer. Lessee shall have the option, which may be exercised by written notice to Lessor at any time within ten (10) business days after receiving from the Offer Noticereceipt of the Lessor's notice to agree to lease the NSCB building on the terms and conditions specified in Lessor's notice to Lessee. In the event If Lessee rejects the Expansion Space Offer or fails to respond to exercise its option within the Offer Notice within said ten (10) -day period, Lessor may, within six (6) months following the date of the Offer Notice, shall have 180 days thereafter to lease the Expansion Space to third parties on "Substantially the Same Terms and Conditions" (defined below) as are set forth NSCB building specified in the Offer Notice. As used notice, but in this PARAGRAPH 58, "Substantially the Same Terms and Conditions" means that (a) the rent under the third party lease is not less than ninety-five percent (95%) of that set forth in the Offer Notice, (b) the lease no case on terms are no more favorable than set forth in those available to Lessee pursuant to this section. If Lessor shall thereafter offer to lease the Offer Notice, (c) the duration and construction allowance are the same as in the Offer Notice, (c) the NSCB building to a third party lease does not provide on the third party Lessee financing of any costs except to the extent set forth in the Offer Notice, and (e) the commencement of the third party lease is within six (6) months of the Offer Notice. If the third party lease is not on Substantially the Same Terms and Conditions as the Offer, Lessor must again provide Lessee a Refusal Right Notice in accordance with this PARAGRAPH 58. Notwithstanding anything contained therein to the contrary, the duration (including any renewal options) of any lease entered into with such third party will not exceed fifteen (15) years. If Lessee leases the Expansion Space, the lease of the Expansion Space shall be upon the same terms and conditions as the Lease, as modified by the provisions of the Offer Notice. Further, in addition to more favorable than Lessee's terms and separate and distinct from the foregoing right of first offer regarding Building Oneconditions, Lessor hereby grants to shall then offer Lessee a continuing right of first offer to lease any portion Building Three (if constructed) on the same more favorable terms and conditions as the foregoing right of first offer regarding Building One. The Broker identified and if not accepted in the Lease shall be entitled five (5) days then Lessor may lease to receive a brokerage PAGE 22 Initials _________ FORM STN-6-2/97 commission and Xxxxx Xxxxxx shall be entitled to receive a finder's fee in connection with the proper exercise by Lessee of its Expansion Right (and/or similar rights regarding Building Three) under this PARAGRAPH 58, which payments shall be the subject of separate written agreements. If, during the Original Term or any Extension Term, Lessee is in material monetary Breach of the Lease (beyond applicable cure periods), the Expansion Right will terminate. Notwithstanding the foregoing to the contrary, if prior to such material monetary Breach (beyond applicable cure periods) Lessee has purchased any building in the Project, such Expansion Right will not terminate, but will remain in effect despite such Breachthird party.

Right of First Offer to Lease. During (a) (i) Subject to the Original Termprovisions of this Article, and any Extension Term, Lessor grants to Lessee a continuing right of first offer shall have the option to lease from Lessor units containing no less than l0,000 rentable square feet in the following buildings: Xxx Xxxxxx Xxx, Xxxxxxxxxx, Xxx Xxxxxx and Seven Sylvan Way, Parsippany, New Jersey ("Additional Space") at the expiration of the existing space lease(s) or after the initial leasing (if such unit is presently vacant or is located in Seven Sylvan Way) for such Additional Space, subject to Lessor's right to renew such leases or to enter into direct leases with existing subtenants and subject to the rights in effect as of the date of this Lease held by any existing tenants with respect to the Additional Space (the "Expansion RightExisting ROFOTL Rights") any portion with respect to the Additional Space. If the Term of Building One. When Lessor desires this Lease shall be in full force and effect on the expiration or termination date of the existing space leases or after the initial leases, as the case may be, for the Additional Space, subject to offer Lessor's right to lease all renew such leases or any portion of Building One (to enter into direct leases with existing subtenants and subject to the "Expansion Space") to third partiesExisting ROFOTL Rights, Lessor shall deliver written notice (and the "Offer Notice") to Lessee setting forth the terms date upon which Lessor will offer to lease Lessee shall exercise the Expansion Space to third parties and offering to lease, the Expansion Space to Lessee upon such terms. Once Lessor has sent the Offer Notice, if Lessee elects to exercise said Expansion Right in accordance with the terms of the Offer Noticeoption hereinafter referred to, Lessee shall do so by giving have the option to lease all, but not less than all of each unit set forth in Lessor's notice to Lessee that such unit is available for leasing ("Lessor's Availability Notice"). Lessor's Availability Notice will advise Lessee of the terms and conditions Lessor written notice of such election within ten would be willing to accept with respect to the Additional Space, and Lessee shall have twenty (1020) days after receiving the Offer Notice. In the event Lessee rejects the Expansion Space Offer or fails within which to respond to Lessor's offer (TIME BEING OF THE ESSENCE). If Lessee accepts Lessor's offer, the Offer Notice within said ten (10) day period, Lessor may, within six (6) months following parties shall promptly enter into a lease for such Additional Space upon such terms and conditions and otherwise upon the date of the Offer Notice, lease the Expansion Space to third parties on "Substantially the Same Terms terms and Conditions" (defined below) as are conditions set forth in this Lease, mutatis mutandis, the Offer Notice. As used parties 'acknowledging, however, that such Additional Space is likely to be located in this PARAGRAPH 58, "Substantially the Same Terms a full service multi-tenanted building and Conditions" means that (a) the rent under the third party lease is not less than ninety-five percent (95%) of that set forth in the Offer Notice, (b) the lease terms are no more favorable than set forth in the Offer Notice, (c) the duration and construction allowance are the same as in the Offer Notice, (c) the third party lease does not provide the third party Lessee financing of any costs except for such Additional Space will be revised to the extent set forth in the Offer Notice, and (e) the commencement of the third party lease is within six (6) months of the Offer Notice. If the third party lease is not on Substantially the Same Terms and Conditions as the Offer, Lessor must again provide Lessee a Refusal Right Notice in accordance with this PARAGRAPH 58. Notwithstanding anything contained therein to the contrary, the duration (including any renewal options) of any lease entered into with such third party will not exceed fifteen (15) yearsreflect that. If Lessee leases rejects Lessor's offer, Lessor may lease the Expansion Space, the lease of the Expansion Additional Space shall be to any party upon the same such terms and conditions as the Lease, as modified by the provisions of the Offer Notice. Further, Lessor shall deem in addition to and separate and distinct from the foregoing right of first offer regarding Building One, Lessor hereby grants to Lessee a continuing right of first offer to lease any portion Building Three (if constructed) on the same terms and conditions as the foregoing right of first offer regarding Building One. The Broker identified in the Lease shall be entitled to receive a brokerage PAGE 22 Initials _________ FORM STN-6-2/97 commission and Xxxxx Xxxxxx shall be entitled to receive a finder's fee in connection with the proper exercise by Lessee of its Expansion Right (and/or similar rights regarding Building Three) under this PARAGRAPH 58, which payments shall be the subject of separate written agreements. If, during the Original Term or any Extension Term, Lessee is in material monetary Breach of the Lease (beyond applicable cure periods), the Expansion Right will terminate. Notwithstanding the foregoing to the contrary, if prior to such material monetary Breach (beyond applicable cure periods) Lessee has purchased any building in the Project, such Expansion Right will not terminatebest interests, but will remain in effect despite such BreachLessee's rights hereunder shall apply if the unit again becomes available for leasing.