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

Right of First Offer to Purchase. If Landlord is then owned by Menlo Equities Development Company IX LLC and Beacon Santa Xxxxx Campus Equity LLC (or another special purpose entity with the same beneficial ownership as Santa Xxxxx Campus Property Owner I LLC) and it or they then own all of the Subject Buildings (as defined below), and Tenant and/or any Tenant Affiliate has expanded into the entirety of Building E and is leasing and fully occupying both the Leased Premises and Building E, and provided that Tenant is not then in monetary or material non-monetary default under this Lease beyond the applicable cure period, if any, expressly set forth in this Lease, then if and when Landlord, in its sole discretion, decides to market the Building, Building C, and Building E (the “Subject Buildings”) for sale on a standalone basis, Landlord would provide an offering package and/or summary financial information to Tenant twenty (20) days (the “Purchase Negotiation Period”) prior to offering the Subject Buildings for sale to third parties and not solicit or entertain offers from parties other than Tenant during Negotiation Period. Tenant acknowledges Landlord may choose not to sell the Subject Buildings at any time during the Negotiation Period and/or marketing process. This right shall be personal to Aruba Networks, Inc. or a Permitted Transferee, applies only to a sale of all of the Subject Buildings only, and without limitation shall not apply in the event of (a) a sale of the Project, (b) an other multi-building or multi-project portfolio sale, (c) a Property, multi-property, or Project recapitalization or financing, or (d) a larger capital markets transaction (e.g., a merger, consolidation, reorganization, master Building D limited partnership, REIT, UPREIT, etc.) involving the Property or the Project. In the event Landlord and Tenant, each in its sole discretion, reach agreement with respect to the purchase and sale of the Subject Buildings, then by no later than the end of the Negotiation Period they shall enter into an “As-Is” Purchase and Sale Agreement, without representations or warranties other than those relating to authority, and otherwise reflecting the terms agreed upon during the Negotiation Period.

Right of First Offer to Purchase. If Landlord is then owned by Menlo Equities Development Company IX LLC and Beacon Santa Xxxxx Campus Equity LLC (or another special purpose entity with 24.1 In addition to the same beneficial ownership as Santa Xxxxx Campus Property Owner I LLC) and it or they then own all Options described in Article 23 of the Subject Buildings (as defined below), and Tenant and/or any Tenant Affiliate has expanded into the entirety of Building E and is leasing and fully occupying both the Leased Premises and Building E, and provided that Tenant is not then in monetary or material non-monetary default under this Lease beyond (and any comparable Option relating to the applicable cure periodBrown Premises or the Brown Unit, if any, expressly as set forth in this the Brown Lease), then if the Tenant (and when Landlord, in its sole discretion, decides to market the Building, Building C, and Building E Xxxxx) shall each have a right of first offer (the “Subject BuildingsROFO”) for sale on a standalone basisto purchase their respective units, Landlord would provide an offering package and/or summary financial information to Tenant twenty (20) days (the “Purchase Negotiation Period”) prior to offering the Subject Buildings Project being offered for sale to any third parties and not solicit or entertain offers from parties other than Tenant during Negotiation Period. Tenant acknowledges Landlord may choose not to sell the Subject Buildings party at any time during the Negotiation Period and/or marketing processTerm. This right of first offer and the comparable right in the Brown Lease shall expire if the Project is foreclosed upon by any Mortgagee. Pursuant to such rights of first offer, the Landlord shall simultaneously notify the Tenant and Brown of its intention to sell the Project, and the price (the “Landlord ROFO Price”) and terms (the “Landlord Terms”) that Landlord would accept for the Project (the “ Landlord Offer”) and the Tenant Unit and the Brown Unit (in each case determined by multiplying Landlord ROFO Price by the Tenant Percentage Interest and the Brown Percentage Interest). The Tenant (and Xxxxx) shall have forty five (45) days after receipt of such notice to accept such offer to purchase the Tenant Unit (or the Brown Unit, as the case may be) in writing or submit an alternative written offer to purchase the Tenant Unit at a specified price and terms (the “Tenant Offer”). Within forty-five (45) days after the exercise by Xxxxxx (or Brown, as applicable) of the ROFO, Landlord will submit to Brown and Tenant (i) the proposed Condominium Documents, (ii) the proposed Condo Parking Lease and (iii) a Notice of the Condo Parking Lease in recordable form. Such Condominium Documents, Condo Parking Lease and Notice of the Condo Parking Lease shall be personal subject to Aruba Networksthe approval of the Tenant and Brown, Inc. each of which approvals will not be unreasonably withheld or a Permitted Transfereedelayed. If the Tenant accepts the Landlord Offer or if the Tenant submits the Tenant Offer and such the Tenant Offer is accepted by Landlord or Tenant as the case may be, applies and the Tenant’s purchase of the Tenant Unit shall close within one hundred eighty (180) days after the date of such acceptance, at which time Landlord shall deliver to Tenant good and clear record and marketable title to the Tenant Unit, subject only to a sale the Condominium Documents, Notice of all Condo Parking Lease and Permitted Exceptions hereunder. If such Tenant Offer is rejected by Landlord or the Tenant does not submit an offer within such forty five (45) day period, Landlord shall have the right thereafter to enter into an agreement to sell the Project to any other party within six (6) months of the Subject Buildings only, and without limitation shall not apply in the event earlier of (ai) Landlord’s receipt of the Tenant Offer or (ii) expiration of said forty-five (45 day) period, in all events (x) at a price of not less than 95% of the Landlord ROFO Price and pursuant to a bona fide offer from a third party on substantially the same terms and conditions as the Landlord Terms, or (y) at any price, if the Tenant does not timely submit the Tenant Offer. This ROFO shall be a so-called “evergreen” right of first offer which shall survive the sale of the ProjectProject or either Unit and be binding on successors and assigns. Without limitation, (b) an other multi-building or multi-project portfolio sale, (c) a Property, multi-propertyif Xxxxx fails to exercise its Right of First Offer on the Brown Unit as described in this Section, or Project recapitalization or financingonce having exercised such right fails to close in a timely manner, the Tenant shall have a Right of First Offer on the Brown Unit, subject to Xxxxx’x continuing Right of First Offer on the Brown Unit, if any. If the Tenant fails to exercise its Right of First Offer on the Tenant Unit as described in this Section, or (d) once having exercised such right fails to close in a larger capital markets transaction (e.g.timely manner, Xxxxx shall have a mergerRight of First Offer on the Tenant Unit, consolidation, reorganization, master Building D limited partnership, REIT, UPREIT, etc.) involving the Property or the Project. In the event Landlord and Tenant, each in its sole discretion, reach agreement with respect subject to the purchase and sale Tenant’s continuing Right of First Offer on the Subject Buildings, then by no later than the end of the Negotiation Period they shall enter into an “As-Is” Purchase and Sale Agreement, without representations or warranties other than those relating to authority, and otherwise reflecting the terms agreed upon during the Negotiation PeriodTenant Unit.

Right of First Offer to Purchase. If Landlord is then owned Provided that Tenant has resources and means (as evidenced by Menlo Equities Development Company IX LLC and Beacon Santa Xxxxx Campus Equity LLC (or another special purpose entity with audited financial statements delivered to Landlord) sufficient to purchase the same beneficial ownership as Santa Xxxxx Campus Property Owner I LLC) and it or they then own all of the Subject Buildings ROFO Purchase Premises (as defined below), and Tenant and/or any Tenant Affiliate has expanded into the entirety there is no Event of Building E and is leasing and fully occupying both the Leased Premises and Building E, and provided that Tenant is not then in monetary or material non-monetary default Default under this Lease beyond at the applicable cure periodtime Tenant delivers its Acceptance Notice and Tenant (or Tenant’s Permitted Transferee) is then itself occupying the Premises, if any, expressly set forth Landlord hereby grants to Tenant originally named in this LeaseLease (and any Permitted Transferee) a one-time right of first offer to purchase each of the Project and each of Xxxxxxxx 000, then Xxxxxxxx 000, Xxxxxxxx 960 or Building 970 (“ROFO to Purchase”) if and when Landlordthe Landlord elects to sell, or otherwise transfer, all of the Project or any of Xxxxxxxx 000, Xxxxxxxx 000, Xxxxxxxx 000 or Building 970 930 (as to all or which space(s) are first available for sale, as applicable) (all or each of the foregoing, “ROFO Purchase Premises”). Notwithstanding the foregoing, such right of first offer shall be subordinate to the desire of any Landlord Affiliate to purchase the ROFO Purchase Premises. Landlord shall notify Tenant in its sole discretion, decides to market the Building, Building C, and Building E writing (the “Subject Buildings”"Purchase Notice") for sale on a standalone basis, Landlord would provide an offering package and/or summary financial information to Tenant twenty (20) days (when the “ROFO Purchase Negotiation Period”) prior to offering the Subject Buildings Premises becomes available for sale to third parties and not solicit parties, provided that no Landlord Affiliate wishes to purchase all or entertain offers from parties other than any portion of the ROFO Purchase Premises. Pursuant to such Purchase Notice, Landlord shall offer to sell to Tenant during Negotiation Periodthe ROFO Purchase Premises. Tenant acknowledges The Purchase Notice shall include the material terms on which Landlord may choose not desires to sell the Subject Buildings at any ROFO Purchase Premises, including purchase price; deposit amount; due diligence period; closing time during frame; closing costs and the Negotiation Period and/or marketing processother economic terms upon which Landlord is willing to sell such ROFO Purchase Premises to Tenant. This Within fifteen (15) days after receipt of Landlord’s Purchase Notice, Tenant shall have the right to deliver its irrevocable written notice to Landlord accepting, without qualification or modification, the terms set forth in the Purchase Notice for the sale of such ROFO Purchase Premises in its “AS IS” condition (the “Acceptance Notice”). The Acceptance Notice shall be personal irrevocable when made by Tenant. If Tenant fails to Aruba Networksdeliver its Acceptance Notice to Landlord within fifteen (15) days after receipt of Landlord’s Purchase Notice, Inc. or a Permitted Transfereeif Tenant declines to purchase such ROFO Purchase Premises, applies only then Tenant’s right to Purchase such ROFO Purchase Premises shall lapse and be null and void, and Landlord shall thereafter be free to sell such ROFO Purchase Premises to any third-party on the terms in the Landlord’s Purchase Notice; provided, however, that Landlord shall thereafter have the right to make non-material modifications to the non-economic terms (if any) of Landlord’s Purchase Notice, and to reduce the purchase price contained therein by no more than 7.5%. If Landlord proposes to sell such ROFO Purchase Premises to a sale of all of third party in which the Subject Buildings onlypurchase price is more than 7.5% lower than stated in Landlord’s Purchase Notice, then Landlord must again first offer to sell such ROFO Purchase Premises to Tenant in accordance with the terms, provisions and without limitation shall not apply in the event of (a) a sale of the Projectprocedures set forth above. If Tenant timely delivers its Acceptance Notice to Landlord, (b) an other multi-building or multi-project portfolio sale, (c) a Property, multi-property, or Project recapitalization or financing, or (d) a larger capital markets transaction (e.g., a merger, consolidation, reorganization, master Building D limited partnership, REIT, UPREIT, etc.) involving the Property or the Project. In the event then Landlord and TenantTenant shall, each in its sole discretionwithin fifteen (15) days thereafter, reach agreement with respect to the purchase and sale of the Subject Buildings, then by no later than the end of the Negotiation Period they shall enter into an “As-Is” execute a mutually acceptable Purchase and Sale Agreement, without representations or warranties other than those relating to authority, and otherwise reflecting upon the terms agreed upon during and conditions set forth in the Negotiation PeriodPurchase Notice. The ROFO to Purchase set forth in this Section is personal to the originally named Tenant (and any Permitted Transferee) herein and may only be exercised by such Tenant or Permitted Transferee (and not by any other assignee, subtenant or any transferee of all or any portion of Tenant’s interest in the Lease or the Premises) if such Tenant or Permitted Transferee then itself occupies the entire then-existing Premises leased pursuant to this Lease (except to the extent a portion is vacant due to a casualty or Tenant planning or constructing alterations therein).

Right of First Offer to Purchase. If Landlord is then owned by Menlo Equities Development Company IX LLC and Beacon Santa Xxxxx Campus Equity LLC (or another special purpose entity with the same beneficial ownership as owned and controlled by Menlo Equities Development Company IX LLC and Beacon Santa Xxxxx Campus Property Owner I Equity LLC) and it or they then own all of the Subject Buildings (as defined below), and Tenant and/or any Tenant Affiliate has expanded into is leasing the entirety of Building E and is leasing and fully occupying both the Leased Premises and the Building EE Premises (and the Expansion Premises, if the Building G Lease is entered into by Landlord and Tenant pursuant to Paragraph 16.1 above or otherwise), and provided that Tenant is not then in monetary or material non-monetary default under this Lease or the Building E Lease beyond the applicable notice and cure periodperiods, if any, expressly set forth in this Leasesuch leases, then if and when Landlord, in its sole discretion, decides to market either (a) the BuildingBuildings, and/or Building CE, and/or Building G (if the Building G Lease is entered into by Landlord and Building E Tenant pursuant to Paragraph 16.1 above or if the Expansion Period has not yet expired) (the “Subject Buildings”), or (b) the entire Project, for sale on a standalone basisbasis to an unaffiliated third party, Landlord would will provide an offering package and/or summary financial information to Tenant twenty fifteen (2015) business days (the “Purchase Negotiation Period”) prior to offering the Subject Buildings or the Project, as applicable, for sale to third parties and would not solicit or entertain offers from parties other than Tenant during the Purchase Negotiation Period. Tenant acknowledges Landlord may choose not to sell the Subject Buildings or the Project at any time during the Purchase Negotiation Period and/or marketing process. This right shall be personal to Aruba Palo Alto Networks, Inc. or a and its Permitted TransfereeAssignee, applies only to a sale of all of either (i) the Subject Buildings only, or (ii) the Project only, and without limitation shall not apply in the event of (a) a sale of the Project, (b) an any other multi-building or multi-project portfolio salesale involving additional property, (cb) a Property, multi-property, or Project recapitalization or financing, or (dc) a larger capital markets transaction (e.g., a merger, consolidation, reorganization, master Building D limited partnership, REIT, UPREIT, etc.) involving the Property or the Project. In the event Landlord and Tenant, each in its sole discretion, reach agreement with respect to the purchase and sale of the Subject BuildingsBuildings or the Project, then by no later than the end of the Purchase Negotiation Period they shall enter into an “As-Is” Purchase and Sale Agreement, without representations or warranties other than those relating to authority, and otherwise reflecting the terms agreed upon during the Purchase Negotiation Period. In the event Landlord and Tenant, each in its sole discretion, do not reach agreement with respect to the purchase and sale of the Subject Buildings or the Project during the Purchase Negotiation Period, Tenant shall have the same rights as other potential buyers to participate in the marketing process, either directly or through its brokers or agents. Anything in this Lease to the contrary notwithstanding, Tenant shall not have the right to exercise its rights under this Paragraph 16.4 during any period that Tenant is in material default under any of the terms, covenants or conditions of this Lease, and the time periods provided for herein shall not be tolled or extended during Tenant’s cure thereof, but the foregoing shall not be read to prevent Tenant from curing the applicable default and then exercising its rights under this Paragraph 16.4 once the default is cured if such cure is completed within the applicable cure period, if any, expressly set forth in this Lease.