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

Right of First Offer to Purchase. (a) Landlord hereby grants to Tenant a continuing right of first offer to purchase the Premises (“First Purchase Offer Right”) in accordance with the following terms and conditions. In the event that Landlord elects to market the 2727 Parcel or the entire Project (the “Property”) for sale to any third party not affiliated with Landlord, Xxxxx Xxxxxxxxxx or Xxxxxx X. Xxxxxxx (or their immediate families) (“Third Party Buyer”), Landlord shall first notify Tenant thereof (“Sale Offer Notice”). Tenant shall have ten (10) calendar days from the receipt of Landlord’s Sale Offer Notice in which to notify Landlord by written notice (“Purchase Interest Notice”) of Tenant’s interest in purchasing the Property. If Tenant fails to provide its Purchase Interest Notice within said ten (10) calendar day period, then Tenant shall be deemed to have irrevocably waived its First Purchase Offer Right. If Tenant timely delivers its Purchase Interest Notice, then Landlord and Tenant shall thereafter negotiate for a period of thirty (30) calendar days (“Negotiation Period”) regarding the terms and conditions relating to a sale of the Real Property by Landlord to Tenant. During said Negotiation Period, Landlord shall negotiate exclusively with Tenant regarding the sale of the Property. If (i) Tenant fails to timely deliver to Landlord its Purchase Interest Notice as provided above, or (ii) Tenant delivers its Purchase Interest Notice but Landlord and Tenant have not, within the Negotiation Period, entered into a binding purchase and sale agreement for the sale of the Property to Tenant, acceptable to Landlord and Tenant, each acting in their sole and absolute discretion in good faith, then Tenant’s First Purchase Offer Right as established herein shall be null and void and Landlord shall be free to market and/or sell the Property to any third party as Landlord may elect, on terms elected by Landlord in its sole and absolute discretion; provided, however, that if the proposed economic terms of a sale to a third parry buyer are substantially more favorable to the buyer than the economic terms offered to Landlord in writing by Tenant during the Negotiation Period, Landlord shall re-offer the Property for sale to Tenant in accordance with the terms of this Article 33 (except that Tenant shall have five (5) days, rather than ten (10) days, after receiving a Sale Offer Notice to exercise its rights hereunder with respect to the purchase of the Property). The term “substantially more favorable terms” shall only mean a purchase price which is less than ninety-two and one-half percent (92.5%) of the purchase price offered to Landlord in writing by Tenant during the Negotiation Period.

Right of First Offer to Purchase. (a) a. As additional consideration for Tenant’s improvement of the Premises, in the event Landlord hereby grants shall elect to Tenant a continuing right of first offer to purchase sell the Premises after the expiration or termination of this Lease Agreement, and for ten (“First Purchase Offer Right”10) in accordance with the following terms and conditions. In the event that Landlord elects to market the 2727 Parcel or the entire Project (the “Property”) for sale to any third party not affiliated with Landlord, Xxxxx Xxxxxxxxxx or Xxxxxx X. Xxxxxxx (or their immediate families) (“Third Party Buyer”)years thereafter, Landlord shall first notify Tenant thereof give written notice (the “Landlord Sale Offer Notice”)) to Tenant. Tenant shall have ten a period of thirty (1030) calendar days from (the receipt “Acceptance Period”) to elect, by written notice to Landlord (the “Tenant Purchase Notice”), that Tenant shall purchase the Premises for the Premises’ then current market value as determined by an independent state licensed appraiser that is mutually agreed upon by both Landlord and Tenant less the amount of Tenant’s cost and expense for improvement of the Premises during the Initial Term or any renewal term (the “Purchase Price”). Within five (5) days after delivery of the Tenant Purchase Notice, Tenant shall deposit into escrow with GEORGETOWN TITLE COMPANY, Georgetown, Xxxxxxxxxx County, Texas (“Georgetown Title Company”) an xxxxxxx money deposit (the “Xxxxxxx Money”), in the amount of Five Thousand Dollars ($5,000). Landlord shall make available to Tenant a complete package of due diligence materials for the Premises, to the extent in Landlord’s Sale Offer possession or control, and relating to the ownership, use, condition or operation of the Premises. Tenant shall have thirty (30) days after delivery of the Tenant Purchase Notice (the “Inspection Period”) to inspect the Premises to Tenant’s satisfaction. If Tenant is not satisfied with the Premises for any reason (or for no reason), Tenant may by written notice to Landlord prior to expiration of the Inspection Period, revoke Tenant’s Purchase Notice in which event the Xxxxxxx Money shall be promptly reimbursed to notify Tenant, less $10.00 which shall be remitted to Landlord by written notice (“Purchase Interest Notice”) of as consideration for Tenant’s interest in purchasing right to revoke the PropertyTenant Purchase Notice within the Inspection Period. If Tenant fails to provide its to Landlord written notice of revocation of the Tenant Purchase Interest Notice within said ten (10) calendar day periodthe Inspection Period, then Tenant shall be deemed to have irrevocably waived its First Purchase Offer Right. If Tenant timely delivers its Purchase Interest Noticebe satisfied with the Premises, then the Xxxxxxx Money shall be considered to be non-refundable in all instances other than a Landlord default, and Tenant shall thereafter negotiate for a period the parties agree to close the sale of the Premises no later than thirty (30) calendar days (“Negotiation Period”) regarding the terms and conditions relating to a sale after expiration of the Real Property Inspection Period. At the closing, Tenant shall purchase the Premises by paying to Landlord in cash the entire Purchase Price. The Xxxxxxx Money shall be credited to the Purchase Price at the closing and consummation of Tenant’s purchase of the Premises. During said Negotiation PeriodSimultaneously with Tenant’s payment to Landlord of the entire Purchase Price in immediately available funds, Landlord shall negotiate exclusively with sell, transfer, assign and convey the Premises to Tenant regarding the sale of the Property. If (i) Tenant fails to timely deliver to Landlord its Purchase Interest Notice as provided above, or (ii) Tenant delivers its Purchase Interest Notice but Landlord and Tenant have not, within the Negotiation Period, entered into a binding purchase and sale agreement for the sale of the Property to Tenant, acceptable to Landlord and Tenant, each acting in their sole and absolute discretion in good faith, then Tenant’s First Purchase Offer Right as established herein shall be null and void and Landlord shall be free to market and/or sell the Property to any third party as Landlord may elect, on terms elected by Landlord in its sole and absolute discretion; provided, however, that if the proposed economic terms of a sale pursuant to a third parry buyer are substantially more favorable special warranty deed, subject to the buyer than the economic terms offered to Landlord in writing Lease Agreement and those permitted exceptions approved by Tenant during the Negotiation Period, Landlord shall re-offer the Property for sale to Tenant in accordance with the terms of this Article 33 (except that Tenant shall have five (5) days, rather than ten (10) days, after receiving a Sale Offer Notice to exercise its rights hereunder with respect to the purchase of the Property). The term “substantially more favorable terms” shall only mean a purchase price which is less than ninety-two and one-half percent (92.5%) of the purchase price offered to Landlord in writing by Tenant during the Negotiation Inspection Period.

Right of First Offer to Purchase. The first time during the Lease Term Landlord intends to transfer its Ownership Interest In The Building (aas defined below) Landlord hereby grants to Tenant a continuing right of first offer to purchase the Premises (“First Purchase Offer Right”) in accordance with the following terms and conditions. In the event that Landlord elects to market the 2727 Parcel or the entire Project (the “Property”) for sale to any third party that is not affiliated with Landlord, Xxxxx Xxxxxxxxxx or Xxxxxx X. Xxxxxxx (or their immediate families) (“Third Party Buyer”)a transaction otherwise exempt from this Article XVIII as described below, Landlord shall first notify give notice of such intention to Tenant thereof (“Sale Landlord’s Offer Notice”). Tenant shall have ten a period of fourteen (1014) calendar days from the following Tenant’s receipt of Landlord’s Sale Offer Notice in which to notify Landlord by written notice (“Purchase Interest Notice”) of Tenant’s interest in purchasing the Property. If Tenant fails to provide its Purchase Interest Notice within said ten (10) calendar day period, then Tenant shall be deemed to have irrevocably waived its First Purchase Offer Right. If Tenant timely delivers its Purchase Interest Notice, then Landlord and Tenant shall thereafter negotiate for a period of thirty (30) calendar days (“Negotiation Period”) regarding to negotiate in good faith with Landlord for the purchase of the Ownership Interest In The Building; provided, however, in no event shall Landlord be required to accept any terms and conditions proposed by Tenant provided that Landlord negotiates in good faith (Tenant’s rights under this Article XVIII being collectively referred to herein as Tenant’s “First Offer Right”). Landlord and Tenant shall negotiate in good faith to reach agreement on a mutually acceptable purchase price and purchase and sale agreement by the end of the Negotiation Period, it being understood, however, that neither party shall have any obligation whatsoever to accept the terms and conditions relating proposed by the other during such negotiations or to a sale of the Real Property by Landlord to Tenant. During said Negotiation Period, Landlord shall negotiate exclusively with Tenant regarding the sale of the Property. If (i) Tenant fails to timely deliver to Landlord its Purchase Interest Notice as provided above, or (ii) Tenant delivers its Purchase Interest Notice but Landlord and Tenant have not, within the Negotiation Period, entered enter into a binding purchase and sale agreement for the sale of the Property to Tenant, Ownership Interest In The Building on terms not acceptable to Landlord and Tenant, each acting in their sole and absolute discretion in good faith, then Tenant’s First Purchase Offer Right as established herein shall be null and void and Landlord shall be free to market and/or sell the Property to any third such party as Landlord may elect, on terms elected by Landlord in its sole and absolute discretion; provided. If the parties agree on terms and conditions within the Negotiation Period, howeverLandlord and Tenant shall deliver to each other an executed copy of the purchase agreement agreed to by the parties during the Negotiation Period (the “Purchase Agreement”). The parties agree that the Purchase Agreement shall provide for a closing date that is not more than thirty (30) days after the end of the Negotiation Period. A “transfer” for the purposes of this Section 18.1 includes a sale, that if ground lease or any other conveyance or transfer by the proposed economic terms Persons having an Ownership Interest In The Building. Landlord shall not, in bad faith, structure any transfer in a manner intended to evade the application of this Section 18.1 (e.g. by accomplishing the transfer of an Ownership Interest In The Building in a sale series of related transfers). If the parties are unable to agree upon a third parry buyer are substantially more favorable to the buyer than the economic terms offered to Landlord in writing by Tenant Purchase Agreement during the Negotiation Period, Landlord or if Tenant shall re-offer fail to deliver a copy of the Property for sale to Purchase Agreement signed by Tenant by the end of the Negotiation Period, or if Tenant shall expressly waive in accordance with writing its First Offer Right hereunder, the terms provisions of this Article 33 (except that Tenant XVIII shall terminate and thereafter be null and void. As used in this XVIII, the following terms shall have five (5) days, rather than ten (10) days, after receiving a Sale Offer Notice to exercise its rights hereunder with respect to the purchase of the Property). The term “substantially more favorable terms” shall only mean a purchase price which is less than ninety-two and one-half percent (92.5%) of the purchase price offered to Landlord in writing by Tenant during the Negotiation Period.following meanings:

Right of First Offer to Purchase. (a) Landlord hereby grants During the term of this Lease, if Landlord, at any time, decides to Tenant a continuing right sell all or any portion of first offer to purchase the Premises (“First Purchase Offer Right”) in accordance with the following terms and conditions. In the event that Landlord elects Tenant is then occupying, whether separately or as part of a larger package of properties, or, decides to market the 2727 Parcel assign or sublease the entire Project Ground Lease (related to the “Property”Premises that Tenant is then occupying) for sale to the remainder of its term, separately or as part of a larger package of properties (any third party not affiliated with Landlordof these, Xxxxx Xxxxxxxxxx or Xxxxxx X. Xxxxxxx (or their immediate families) (a “Third Party BuyerSale Transaction”), Landlord shall first notify deliver to Tenant thereof a notice (the “Sale Offer Transfer Notice”) that describes the basic terms of the transaction that Landlord desires to undertake (the “Proposed Transaction”), the purchase price that Landlord will accept in connection with the Proposed Transaction (the “Desired Price”), and the material terms and conditions of the Proposed Transaction. Tenant shall have ten (10) calendar [***] days from the after receipt of Landlord’s Sale Offer a Transfer Notice in which to notify Landlord by deliver a written notice (the “Purchase Interest Acceptance Notice”) to Landlord, pursuant to which Acceptance Notice Tenant agrees to engage in the entire Proposed Transaction (and not merely for properties that are a part of Tenantthis Lease) at the Desired Price and upon the terms and conditions set forth in the Transfer Notice. The Transfer Notice may contain, at Landlord’s interest in purchasing option, the Propertyactual proposed purchase and sale agreement (“PSA”). If Tenant fails delivers to provide its Purchase Interest Landlord an Acceptance Notice within said ten (10) calendar the [***] day period, then Tenant shall be deemed to have irrevocably waived its First Purchase Offer Right. If Tenant timely delivers its Purchase Interest Notice, then Landlord and Tenant shall thereafter negotiate for use their good faith efforts during the [***] days [***] which [***] days shall not, in any event, [***] to reach agreement on the terms of a period of thirty (30) calendar days (“Negotiation Period”) regarding Purchase and Sale Agreement with respect to the property described in the Transfer Notice on the terms and conditions relating to a sale set forth in the Transfer Notice and on such other terms and conditions as are customary in the market at that time. The form of the Real Property PSA provided by Landlord to Tenant shall provide Tenant with [***] days [***] . Tenant. During said Negotiation Period, Landlord ’s acquisition shall negotiate exclusively with Tenant regarding the sale be subject to Tenant’s required corporate approval of the Propertytransaction, however, any such approvals shall be obtained and delivered to Landlord in writing not later than the Acceptance Notice. If (i) Tenant fails to timely deliver provide an Acceptance Notice, Landlord may sell the property described in the Transfer Notice to Landlord its Purchase Interest Notice any other party so long as provided above, or the price is not less than ninety-five percent (ii95%) Tenant delivers its Purchase Interest Notice but Landlord and Tenant have not, within the Negotiation Period, entered into a binding purchase and sale agreement for the sale of the Property to Tenant, acceptable to Landlord and Tenant, each acting in their sole and absolute discretion in good faith, then Tenant’s First Purchase Offer Right as established herein shall be null and void and Landlord shall be free to market and/or sell the Property to any third party as Landlord may elect, on terms elected by Landlord in its sole and absolute discretionDesired Price; provided, however, that if the proposed economic terms of a sale Landlord desires to a third parry buyer are substantially more favorable to the buyer than the economic terms offered to Landlord in writing by Tenant during the Negotiation Period, Landlord shall re-offer the Property sell such property for sale to Tenant in accordance with the terms of this Article 33 (except that Tenant shall have five (5) days, rather than ten (10) days, after receiving a Sale Offer Notice to exercise its rights hereunder with respect to the purchase of the Property). The term “substantially more favorable terms” shall only mean a purchase price which is less than ninety-two and one-half five percent (92.595%) of the Desired Price, then Landlord shall deliver to Tenant an additional Transfer Notice (with the revised Desired Price) whereupon Tenant shall have the right and option to purchase the property set forth in the Transfer Notice for the revised Desired Price, pursuant to the procedures set forth above. If Tenant fails to provide an Acceptance Notice within the applicable period and Landlord subsequently consummates the Proposed Transaction substantially on the terms contained in the Transfer Notice and for a price offered not less than ninety-five percent (95%) of the Desired Price, Tenant’s rights hereunder shall automatically terminate. Notwithstanding anything in the foregoing to the contrary, at Landlord’s option, and in addition to all of Landlord’s remedies under the Lease, at law or in equity, the Right of First Offer to Purchase hereinabove granted to Tenant shall not be deemed to be properly exercised and shall terminate if any of the following events occur or any combination thereof occur: (i) Tenant is in default of the performance of any of the covenants, conditions or agreements to be performed under the Lease beyond applicable notice and cure periods; and/or (ii) [***] ; and/or (iii) Tenant has failed to exercise properly this Right of First Offer to Purchase in a timely manner in strict accordance with the provisions of this Section. Tenant’s Right of First Offer to Purchase is personal to Intuit Inc, and may not be assigned or exercised, voluntarily or involuntarily, by or to, any person or entity other than Intuit Inc, and shall only be available to and exercisable by Intuit Inc [***] . Tenant hereby agrees that it will solely be responsible for any and all brokerage commissions and finder’s fees payable to Xxxxx Lang LaSalle or any broker representing Tenant in connection with the Right of First Offer to Purchase described herein, and Tenant’s exercise of the same, and Tenant shall indemnify, defend and hold Landlord free and harmless against any liability, claim, judgment, or damages with respect thereto, including attorneys’ fees and costs. Tenant shall not be responsible for any and all brokerage commissions and finder’s fees payable to any broker representing Landlord in writing by connection with the Right of First Offer to purchase described herein, and Landlord shall indemnify, defend and hold Tenant during free and harmless against any liability, claim, judgment or damages with respect thereto including attorneys’ fees and costs. Notwithstanding the Negotiation Periodforegoing, sales or other transfers may be made to the following persons/entities without any such sale or transfer being a “Sale Transaction” as set forth above (such that the same does not trigger the Right of First Offer to Purchase): (i) testamentary or inter vivos transfers to any partner of Landlord, or to the issue of any ancestors of any deceased or living partner of Landlord; and/or (ii) to a trust or other entity whose life or term beneficiaries or owners consist of a spouse, ancestor and/or issue of any ancestors of any deceased or living partner of Landlord.

Right of First Offer to Purchase. The first time during the Lease Term Landlord intends to transfer its Ownership Interest In The Building (aas defined below) Landlord hereby grants to Tenant a continuing right of first offer to purchase the Premises (“First Purchase Offer Right”) in accordance with the following terms and conditions. In the event that Landlord elects to market the 2727 Parcel or the entire Project (the “Property”) for sale to any third party that is not affiliated with Landlord, Xxxxx Xxxxxxxxxx or Xxxxxx X. Xxxxxxx (or their immediate families) (“Third Party Buyer”)a transaction otherwise exempt from this Article XVIII as described below, Landlord shall first notify give notice of such intention to Tenant thereof (“Sale Landlord’s Offer Notice”). Tenant shall have ten (10) calendar days from the receipt of Landlord’s Sale Offer Notice in which to notify Landlord by written notice (“Purchase Interest Notice”) of Tenant’s interest in purchasing the Property. If Tenant fails to provide its Purchase Interest Notice within said ten (10) calendar day period, then Tenant shall be deemed to have irrevocably waived its First Purchase Offer Right. If Tenant timely delivers its Purchase Interest Notice, then Landlord and Tenant shall thereafter negotiate for a period of thirty (30) calendar days following Tenant’s receipt of Landlord’s Offer Notice (the “Negotiation Period”) regarding to negotiate in good faith with Landlord for the purchase of the Ownership Interest In The Building; provided, however, in no event shall Landlord be required to accept any terms and conditions proposed by Tenant (Tenant’s rights under this Article XVIII being collectively referred to herein as Tenant’s “First Offer Right”). In the event Tenant indicates a desire to purchase Landlord’s Ownership Interest In The Building prior to the expiration of the Negotiation Period, Landlord and Tenant shall negotiate in good faith to reach agreement on a mutually acceptable purchase price and purchase and sale agreement by the end of the Negotiation Period, it being understood, however, that neither party shall have any obligation whatsoever to accept the terms and conditions relating proposed by the other during such negotiations or to a sale of the Real Property by Landlord to Tenant. During said Negotiation Period, Landlord shall negotiate exclusively with Tenant regarding the sale of the Property. If (i) Tenant fails to timely deliver to Landlord its Purchase Interest Notice as provided above, or (ii) Tenant delivers its Purchase Interest Notice but Landlord and Tenant have not, within the Negotiation Period, entered enter into a binding purchase and sale agreement for the sale of the Property to Tenant, Ownership Interest In The Building on terms not acceptable to Landlord and Tenant, each acting in their sole and absolute discretion in good faith, then Tenant’s First Purchase Offer Right as established herein shall be null and void and Landlord shall be free to market and/or sell the Property to any third such party as Landlord may elect, on terms elected by Landlord in its sole and absolute discretion; provided. If the parties agree on terms and conditions within the Negotiation Period, howeverLandlord and Tenant shall deliver to each other an executed copy of the purchase agreement agreed to by the parties during the Negotiation Period (the “Purchase Agreement”). The parties agree that the Purchase Agreement shall provide for a closing date that is not more than thirty (30) days after the end of the Negotiation Period. A “transfer” for the purposes of this Section 18.1 includes a sale, that if ground lease or any other conveyance or transfer by the proposed economic terms Persons having an Ownership Interest In The Building. Landlord shall not, in bad faith, structure any transfer in a manner intended to evade the application of this Section 18.1 (e.g. by accomplishing the transfer of an Ownership Interest In The Building in a sale series of related transfers). In the event Tenant the parties execute a Purchase Agreement, the Ownership Interest In The Building shall be sold to a third parry buyer are substantially more favorable Tenant in its then existing “AS IS, WHERE IS” condition, without representation or warranty by Landlord other than as to authority, OFAC, no notices of violation of Requirements, and no litigation relating to the buyer than Premises or Seller’s ability to complete such sale. If the economic terms offered parties are unable to Landlord in writing by Tenant agree upon a Purchase Agreement during the Negotiation Period, or if Tenant shall fail to deliver a copy of the Purchase Agreement signed by Tenant by the end of the Negotiation Period, or if Tenant shall expressly waive in writing its First Offer Right hereunder, the provisions of this Article XVIII shall terminate and thereafter be null and void. If Tenant determines after receipt of Landlord’s First Offer Notice that it does not desire to purchase the Ownership Interest in the Building, Tenant shall promptly notify Landlord. If Landlord shall re-offer record an affidavit in the Property for sale Suffolk County Registry of Deeds stating that: (i) Landlord has sent Landlord’s Offer Notice to Tenant in accordance with the terms requirements of this Article 33 XVIII, and (except ii) either that Tenant shall have five (5) days, rather than ten (10) days, after receiving parties were unable to agree upon a Sale Offer Notice to exercise its rights hereunder with respect to the purchase of the Property). The term “substantially more favorable terms” shall only mean a purchase price which is less than ninety-two and one-half percent (92.5%) of the purchase price offered to Landlord in writing by Tenant Purchase Agreement during the Negotiation Period., or Tenant failed to deliver a copy of the Purchase Agreement signed by Tenant by the end of the Negotiation Period, or Tenant waived in writing its First Offer Right hereunder, then such affidavit shall be conclusive as to (A) compliance of Landlord with the requirements of this Article XVIII; and (B) termination of Tenant’s rights under this ARTICLE XVIII, and any other party shall be entitled to rely on the same. As used in this XVIII, the following terms shall have the following meanings:

Right of First Offer to Purchase. In the event Landlord intends to sell the Project or any portion thereof during the Term of the Lease, Landlord will first be obligated to provide Tenant with written notice of its intent to sell the Project or material portion thereof (the "SALE NOTICE") and the general terms on which Landlord intends to market the Building for sale (e.g. price, terms, closing date). Landlord agrees that for a period of 60 days following the Sale Notice (the "NEGOTIATION PERIOD"), Tenant shall be afforded the exclusive opportunity to enter into a binding agreement to purchase the Building on terms mutually acceptable to both Landlord and Tenant; it being further agreed that if Tenant desires to purchase the Project (or applicable portion thereof), then Landlord and Tenant agree to negotiate the terms of sale in good faith during the Negotiation Period. Furthermore, if (a) Tenant desires to purchase the Project (or applicable portion thereof) during the Negotiation Period but does not agree to mutually acceptable terms with the Landlord hereby grants and (b) a Third Party Proposal (as hereinafter defined) exists at any time thereafter during the Term (as the same may be extended) for the sale of the Project or material portion thereof at a net price (i.e. cash price less estimated transaction costs) lesser than or equal to seventy-five percent (75%) of the list price originally offered by Landlord in negotiations with Tenant during the Negotiation Period, then, under such circumstances, Landlord shall offer the Project (or applicable portion thereof) for sale to Tenant on all of the terms set forth in the Third Party Proposal; provided, further, that in the event the purchase price set forth in the Third Party Proposal includes a continuing brokerage commission due from Landlord which will not be due and owing pursuant to Landlord's listing agreement with such broker if Tenant purchases the Project or applicable portion thereof pursuant to this Section 8, then Tenant shall be obligated to pay the purchase price less said broker's commission. Tenant must accept any offer by Landlord pursuant to the previous sentence, if at all, by notice given to Landlord given within seven (7) days after Tenant's receipt of the given Third Party Proposal, and, if Tenant so accepts an offer, Landlord and Tenant shall use good faith, diligent efforts to negotiate a commercially reasonable purchase agreement reflecting the terms of the Third Party Proposal within twenty (20) days after Tenant's acceptance of such offer; it being further agreed that if Tenant does not accept such offer with said 7-day period, Tenant shall have no further rights to acquire the Project pursuant to the terms and provisions of this Section. For purposes hereof, "THIRD PARTY PROPOSAL" shall mean a bona fide arms-length offer which Landlord desires to accept, from a third party to purchase the Project or material portion thereof. Notwithstanding the foregoing, this right of first offer to purchase the Premises (“First Purchase Offer Right”) in accordance with the following terms and conditions. In the event that Landlord elects to market the 2727 Parcel or the entire Project (the “Property”) for sale will not apply to any third party not affiliated with Landlordpartial or whole transfers or changes in ownership amongst and between the current members of Landlord (i.e. Lutheran Brotherhood and Xxxx Properties, Xxxxx Xxxxxxxxxx Inc.) or Xxxxxx X. Xxxxxxx (any affiliates or their immediate families) (“Third Party Buyer”), Landlord shall first notify Tenant thereof (“Sale Offer Notice”). Tenant shall have ten (10) calendar days from the receipt of Landlord’s Sale Offer Notice in which to notify Landlord by written notice (“Purchase Interest Notice”) of Tenant’s interest in purchasing the Property. If Tenant fails to provide its Purchase Interest Notice within said ten (10) calendar day period, then Tenant shall be deemed to have irrevocably waived its First Purchase Offer Right. If Tenant timely delivers its Purchase Interest Notice, then Landlord and Tenant shall thereafter negotiate for a period of thirty (30) calendar days (“Negotiation Period”) regarding the terms and conditions relating to a sale of the Real Property by Landlord to Tenant. During said Negotiation Period, Landlord shall negotiate exclusively with Tenant regarding the sale of the Property. If (i) Tenant fails to timely deliver to Landlord its Purchase Interest Notice as provided above, or (ii) Tenant delivers its Purchase Interest Notice but Landlord and Tenant have not, within the Negotiation Period, entered into a binding purchase and sale agreement for the sale of the Property to Tenant, acceptable to Landlord and Tenant, each acting in their sole and absolute discretion in good faith, then Tenant’s First Purchase Offer Right as established herein shall be null and void and Landlord shall be free to market and/or sell the Property to any third party as Landlord may elect, on terms elected by Landlord in its sole and absolute discretion; provided, however, that if the proposed economic terms of a sale to a third parry buyer are substantially more favorable to the buyer than the economic terms offered to Landlord in writing by Tenant during the Negotiation Period, Landlord shall re-offer the Property for sale to Tenant in accordance with the terms of this Article 33 (except that Tenant shall have five (5) days, rather than ten (10) days, after receiving a Sale Offer Notice to exercise its rights hereunder with respect to the purchase of the Property). The term “substantially more favorable terms” shall only mean a purchase price which is less than ninety-two and one-half percent (92.5%) of the purchase price offered to Landlord in writing by Tenant during the Negotiation Periodsubsidiaries thereof.

Right of First Offer to Purchase. 24.1 At least forty-five (a45) Landlord hereby grants days prior to Tenant a continuing right of first offer to purchase offering the Premises (“First Purchase Offer Right”) in accordance with the following terms and conditions. In the event that Landlord elects to market the 2727 Parcel Project or the entire Project any portion thereof (the “Offered Property”) for sale to any third party not affiliated with Landlord, Xxxxx Xxxxxxxxxx or Xxxxxx X. Xxxxxxx (or their immediate families) (“Third Party Buyer”)sale, Landlord shall first notify by written notice to Tenant thereof advise Tenant that Landlord desires to offer the Offered Property for sale along with a copy of a current title report for the Project and a copy of all exceptions to title (the “Sale Right of First Offer Noticeto Sell”). Tenant shall have ten (10) calendar days from the receipt of Landlord’s Sale Offer Notice in which to notify Landlord by written notice (“Purchase Interest Notice”) of Tenant’s interest in purchasing the Property. If Tenant fails to provide its Purchase Interest Notice within said ten (10) calendar day period, then Tenant shall be deemed to have irrevocably waived its First Purchase Offer Right. If Tenant timely delivers its Purchase Interest Notice, then Landlord and Tenant shall thereafter negotiate for a period of thirty (30) calendar days to inform Landlord that Tenant desires to negotiate with Landlord to acquire the Offered Property and the price at which Tenant would be willing to purchase the Offered Property (“Negotiation PeriodTenant’s Offer”). If Tenant fails to provide Landlord with a Tenant Notice within the thirty (30) regarding day time period described above or if the parties do not enter into a Purchase Contract and Landlord sells the Offered Property, then except as expressly set forth herein, Tenant shall be deemed to have permanently waived any rights Tenant may have under this Section 24.1 to acquire the Offered Property. If Landlord informs Tenant that Landlord is interested in negotiating a purchase agreement for the Offered Property based on the terms set forth in Tenant’s Offer, Landlord shall refrain from actively marketing the Offered Property for sale for a forty-five (45) day period, and conditions relating Landlord and Tenant shall in good faith endeavor to negotiate and execute a formal purchase and sale agreement within such time period pursuant to which Tenant shall purchase and Landlord shall sell the Offered Property upon the price set forth in Tenant’s Offer and such other terms acceptable to both parties each acting in good faith (“Purchase Contract”). If Landlord rejects Tenant’s Offer or Landlord and Tenant are unable to negotiate and execute a Purchase Contract on or before the expiration of the forty-fifth (45) day after Tenant delivers Tenant’s Offer, Landlord may offer the Offered Property for sale and contract for and consummate a sale of the Real Offered Property by at any price greater than the price set forth in Tenant’s Offer. In the event that Landlord subsequently desires to sell the Offered Property for less than the price set forth in Tenant. During said Negotiation Period’s Offer, Landlord shall negotiate exclusively with offer the Offered Property to Tenant regarding at the sale new price that Landlord is willing to take from a third party (the “Revised Offer”). Tenant may accept the Revised Offer within three (3) business days by written notice. If Tenant so accepts such Revised Offer, Landlord shall sell the Offered Property to Tenant upon the terms of the PropertyRevised Offer as set forth in this Section 24.1. If Tenant does not accept the Revised Offer within such three (i3) Tenant fails to timely deliver to Landlord its Purchase Interest Notice as provided abovebusiness day period, or (ii) Tenant delivers its Purchase Interest Notice but Landlord and Tenant have not, within the Negotiation Period, entered into a binding purchase and sale agreement for the sale of the Property to Tenant, acceptable to Landlord and Tenant, each acting in their sole and absolute discretion in good faith, then Tenant’s First Purchase Offer Right as established herein shall be null and void and Landlord shall be free to market and/or sell the Offered Property at a price equal to any third party as Landlord may elect, on terms elected by Landlord in its sole and absolute discretion; provided, however, that if the proposed economic terms of a sale to a third parry buyer are substantially more favorable to the buyer or greater than the economic terms offered to Landlord price set forth in writing by Tenant during the Negotiation Period, Landlord shall re-offer the Property for sale to Tenant in accordance with the terms of this Article 33 (except that Tenant shall have five (5) days, rather than ten (10) days, after receiving a Sale Offer Notice to exercise its rights hereunder with respect to the purchase of the Property). The term “substantially more favorable terms” shall only mean a purchase price which is less than ninety-two and one-half percent (92.5%) of the purchase price offered to Landlord in writing by Tenant during the Negotiation PeriodRevised Offer.

Right of First Offer to Purchase. (a) a. As additional consideration for Tenant’s improvement of the Premises, in the event Landlord hereby grants shall elect to Tenant a continuing right of first offer to purchase sell the Premises after the expiration or termination of this Lease Agreement, and for ten (“First Purchase Offer Right”10) in accordance with the following terms and conditions. In the event that Landlord elects to market the 2727 Parcel or the entire Project (the “Property”) for sale to any third party not affiliated with Landlord, Xxxxx Xxxxxxxxxx or Xxxxxx X. Xxxxxxx (or their immediate families) (“Third Party Buyer”)years thereafter, Landlord shall first notify Tenant thereof give written notice (the “Landlord Sale Offer Notice”)) to Tenant. Tenant shall have ten a period of thirty (1030) calendar days from (the receipt “Acceptance Period”) to elect, by written notice to Landlord (the “Tenant Purchase Notice”), that Tenant shall purchase the Premises for the Premises’ then current market value as determined by an independent state licensed appraiser that is mutually agreed upon by both Landlord and Tenant less the amount of Tenant’s cost and expense for improvement of the Premises during the Initial Term or any renewal term (the “Purchase Price”). Within five (5) days after delivery of the Tenant Purchase Notice, Tenant shall deposit into escrow with GEORGETOWN TITLE COMPANY, Georgetown, Xxxxxxxxxx County, Texas (“Georgetown Title Company”) an xxxxxxx money deposit (the “Xxxxxxx Money”), in the amount of Five Thousand Dollars ($5,000). Landlord shall make available to Tenant a complete package of due diligence materials for the Premises, to the extent in Landlord’s Sale Offer possession or control, and relating to the ownership, use, condition or operation of the Premises. Tenant shall have thirty (30) days after delivery of the Tenant Purchase Notice (the “Inspection Period”) to inspect the Premises to Tenant’s satisfaction. If Tenant is not satisfied with the Premises for any reason (or for no reason), Tenant may by written notice to Landlord prior to expiration of the Inspection Period, revoke Tenant’s Purchase Notice in which event the Xxxxxxx Money shall be promptly reimbursed to notify Tenant, less $10.00 which shall be remitted to Landlord by written notice (“Purchase Interest Notice”) of as consideration for Tenant’s interest in purchasing right to revoke the PropertyTenant Purchase Notice within the Inspection Period. If Tenant fails to provide its to Landlord written notice of revocation of the Tenant Purchase Interest Notice within said ten (10) calendar day periodthe Inspection Period, then Tenant shall be deemed to have irrevocably waived its First Purchase Offer Right. If Tenant timely delivers its Purchase Interest Noticebe satisfied with the Premises, then the Xxxxxxx Money shall be considered to be non-refundable in all instances other than a Landlord default, and Tenant shall thereafter negotiate for a period the parties agree to close the sale of the Premises no later than thirty (30) calendar days (“Negotiation Period”) regarding the terms and conditions relating to a sale after expiration of the Real Property Inspection Period. At the closing, Tenant shall purchase the Premises by paying to Landlord in cash the entire Purchase Price. The Xxxxxxx Money shall be credited to the Purchase Price at the closing and consummation of Tenant’s purchase of the Premises. During said Negotiation PeriodSimultaneously with Xxxxxx’s payment to Landlord of the entire Purchase Price in immediately available funds, Landlord shall negotiate exclusively with sell, transfer, assign and convey the Premises to Tenant regarding the sale of the Property. If (i) Tenant fails to timely deliver to Landlord its Purchase Interest Notice as provided above, or (ii) Tenant delivers its Purchase Interest Notice but Landlord and Tenant have not, within the Negotiation Period, entered into a binding purchase and sale agreement for the sale of the Property to Tenant, acceptable to Landlord and Tenant, each acting in their sole and absolute discretion in good faith, then Tenant’s First Purchase Offer Right as established herein shall be null and void and Landlord shall be free to market and/or sell the Property to any third party as Landlord may elect, on terms elected by Landlord in its sole and absolute discretion; provided, however, that if the proposed economic terms of a sale pursuant to a third parry buyer are substantially more favorable special warranty deed, subject to the buyer than the economic terms offered to Landlord in writing Lease Agreement and those permitted exceptions approved by Tenant during the Negotiation Period, Landlord shall re-offer the Property for sale to Tenant in accordance with the terms of this Article 33 (except that Tenant shall have five (5) days, rather than ten (10) days, after receiving a Sale Offer Notice to exercise its rights hereunder with respect to the purchase of the Property). The term “substantially more favorable terms” shall only mean a purchase price which is less than ninety-two and one-half percent (92.5%) of the purchase price offered to Landlord in writing by Tenant during the Negotiation Inspection Period.