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

Right of First Refusal to Purchase. TENANT shall have the right of first refusal to purchase the demised premises as hereinafter set forth. If at any time during the term as extended, LANDLORD shall receive a bona fide offer from a third person for the purchase of the demised premises, which offer LANDLORD shall desire to accept, LANDLORD shall promptly deliver to TENANT a copy of such offer, and TENANT may, within fifteen (15) days thereafter, elect to purchase the demised premises on the same terms as those set forth in such offer, excepting that TENANT shall be credited against the purchase price to be paid by TENANT, with a sum equal to the amount of any brokerage commissions, if any, which LANDLORD shall save by a sale to TENANT. If LANDLORD shall receive an offer for the purchase of the demised premises, which is not consummated by delivering a deed to the offerer, the TENANT'S right of first refusal to purchase shall remain applicable to subsequent offers. If LANDLORD shall sell the demised premises after a failure of TENANT to exercise its right of first refusal, such shall be subject to the Lease and shall continue to be applicable to subsequent sales of the demised premises. Notwithstanding the foregoing, TENANT'S right of first refusal shall not apply or extend to any sales or transfers between LANDLORD and any affiliates in which the principals of the LANDLORD are the majority shareholders to any family trusts or to the heirs of the principals of LANDLORD. LANDLORD shall be entitled to net the same amount under any right of first refusal exercise.

Right of First Refusal to Purchase. TENANT Provided the Lease is in full force and effect, and further provided the Tenant is STRONG/MDI SCREEN SYSTEMS, INC. itself personally, has not assigned the Lease or the subleased the Premises, or a portion thereof, and is not then in default of executing its obligations under the Lease, the Tenant shall have have, throughout the Term, the ongoing right of first refusal (the “RFR”) to purchase the demised premises as hereinafter set forth. If at any time during Premises or the term as extended, LANDLORD shall receive portion thereof (the “RFR Premises”) being offered for purchase under an offer to purchase received by the Landlord from a bona fide third party (a “Third Party”) which is acceptable to the Landlord or being offered for sale by the Landlord to a Third Party under an offer from to sale which is acceptable to the Third Party (either offer, an “Offer”). Prior to concluding any transaction with a third person for Third Party, the purchase of Landlord shall provide the demised premises, which offer LANDLORD shall desire to accept, LANDLORD shall promptly deliver to TENANT Tenant with a written notice containing an integral copy of such offerOffer together with all related schedules, and TENANT maybut without being obliged to reveal the identity of the Third Party. In order to validly exercise its RFR, within the Tenant shall provide to the Landlord a prior written notice of its exercise thereof to be received by the Landlord no later than shall have fifteen (15) days thereafterfollowing its receipt of the integral copy of the Offer. If the Tenant validly exercises its RFR, elect to it shall purchase the demised premises RFR Premises on the same terms as those set forth and conditions stipulated in such offerthe Offer in the place and stead of the Third Party. If the Tenant fails to validly exercise its RFR within the aforementioned delay or elects not to exercise its RFR, excepting that TENANT the Tenant shall be credited deemed, for all legal purposes, to have renounced to exercise its RFR and the RFR shall become null and void by the mere lapse of time with respect only to the RFR Premises purchased by a Third Party following the Landlord’s acceptance of the Offer, without any rights or recourses whatsoever of the Tenant against the purchase price to be paid by TENANT, with a sum equal to Landlord related thereto; the amount balance of any brokerage commissionsthe Premises, if any, which LANDLORD shall save by a sale to TENANT. If LANDLORD shall receive an offer for the purchase of the demised premises, which is not consummated by delivering a deed remain subject to the offerer, RFR. In the TENANT'S right of first refusal event the Tenant fails to purchase shall remain applicable to subsequent offers. If LANDLORD shall sell the demised premises after a failure of TENANT validly exercise its RFR or elects not to exercise its right of first refusalRFR and thereafter no transaction takes place and the Offer is terminated for any reason whatsoever, such the RFR shall be subject to the Lease remain in full force and effect and shall continue to be applicable to subsequent sales apply in favour of the demised premisesTenant with respect to any future Offer. For clarity, if the Tenant fails to validly exercise its RFR or elects not to exercise its RFR, the Landlord shall not have the right to conclude the sale of the RFR Premises with the Third Party under terms and conditions that are more favourable than those contained in the Offer. In the event the terms and conditions of the Offer are renegotiated for any reason whatsoever, prior to concluding such sale with the Third Party, the Landlord shall resubmit the Offer to the Tenant and the RFR shall apply anew. Notwithstanding the foregoing, TENANT'S right of first refusal the RFR shall not apply apply, but shall survive and continue to apply, in the event of an assignment or extend to any sales or transfers between LANDLORD and any affiliates in which the principals transfer of the LANDLORD are Premises from the majority shareholders Landlord to any family trusts a wholly owned subsidiary or to the heirs an affiliate of the principals Landlord or a member of LANDLORD. LANDLORD shall be entitled to net the same amount group as the Landlord (with the meanings of the Business Corporations Act (Québec)) (a “Landlord Affiliate”) provided the Landlord Affiliate undertakes in writing (i) to be bound personally by all of the terms and conditions of this Section 3, (ii) to assume all of the Landlord’s obligations under this Section 3 in favour of the Tenant, and (iii) to obtain, in writing, from any right of first refusal exercisefuture Landlord Affiliate the same personal undertakings from any future Landlord Affiliate, as the case may be.

Right of First Refusal to Purchase. TENANT shall have Grantor hereby grants to Grantee, the right of first refusal to purchase (the demised premises as hereinafter set forth. If "Purchase Right") Harrah's Land or anx xxxxxxn thereof at a price equal to any time during the term as extended, LANDLORD shall receive a bona fide arm's length written offer that Grantor is willing to accept (the "Offer") received from a third any person for the purchase of the demised premises, which offer LANDLORD shall desire to accept, LANDLORD shall promptly deliver to TENANT a copy of such offer, and TENANT may, within fifteen (15) days thereafter, elect to purchase the demised premises on the same terms as those set forth in such offer, excepting that TENANT shall be credited against the purchase price to be paid by TENANT, with a sum equal to the amount of any brokerage commissions, if any, which LANDLORD shall save by a sale to TENANT. If LANDLORD shall receive an offer for the purchase of the demised premises, or entity which is not consummated by delivering a deed to an Affiliate (as defined in the offererJoint Venture Agreement) of Grantor (the "Third Party") for Harrah's Land or suxx xxxxxon thereof and upon identical terms and conditions of the Offer (including, without limitation, the TENANT'S right closing date thereunder) subject and subordinate to any rights of first refusal to purchase third parties currently existing, and any rights of holders of mortgages, easements or leases (including only the Ground Lease, Harrah's Lease (as xxxxxxx in the Joint Venture Agreement) and Players' Lease (as defined in the Joint Venture Agreement)) hereafter granted, and other third-party rights approved by Grantee, which approval shall remain applicable to subsequent offersnot be conditioned, or unreasonably withheld or delayed. If LANDLORD Within ten (10) days of Grantor's receipt of the Offer, Grantor shall sell provide Grantee with written notice ("Grantor's Notice") of the demised premises after Offer enclosing a failure true and correct copy of TENANT to exercise its right of first refusal, such the Offer. Grantor's Notice shall be subject accompanied by Grantor's notification to the Lease and Grantee of Grantor's intent to accept such Offer. Grantor shall continue to be applicable to subsequent sales of the demised premises. Notwithstanding the foregoing, TENANT'S right of first refusal shall not apply or extend to any sales or transfers between LANDLORD and any affiliates in which the principals of the LANDLORD are the majority shareholders to any family trusts or to the heirs of the principals of LANDLORD. LANDLORD shall be entitled to net the same amount under any right of first refusal exercise.record Grantor's Notice with the

Right of First Refusal to Purchase. TENANT shall have Landlord hereby grants to Tenant the right of first refusal to purchase the demised premises Property upon the terms and conditions as hereinafter set forthforth herein. If at Landlord shall not sell and convey all or any time portion of the Property to any party other than Tenant during the term as extended, LANDLORD Term unless Landlord shall receive have first (a) obtained a bona fide valid offer in writing from a third person for prospective purchaser other than Tenant to purchase all or a portion of Property (hereinafter referred to as the purchase "Third Party Offer"), (b) offered (hereinafter referred to as the "Refusal Offer") to sell the Property (or such portion thereof) to Tenant in writing on terms substantially identical to those contained in the Third Party Offer and (c) received notice of rejection of the demised premises, which offer LANDLORD shall desire Refusal Offer in writing from Tenant or failed to accept, LANDLORD shall promptly deliver to TENANT receive from Tenant a copy notice of such offer, and TENANT may, acceptance of the Refusal Offer together with an earnxxx xxxey deposit of Twenty Thousand Dollars ($20,000.00) within fifteen ten (1510) business days thereafter, elect to purchase after receipt by Tenant of the demised premises on Refusal Offer (the same terms as those set forth in such offer, excepting that TENANT "Election Period"). Such earnxxx xxxey shall be credited against applied as part payment of the purchase price of the Property at the closing. If Tenant rejects or fails to accept the Refusal Offer within the Election Period, then Landlord may enter into a binding agreement in accordance with the Third Party Offer. In the event that such transaction does not close within six (6) months after the expiration of the Election Period, Tenant's right of first refusal shall be paid by TENANT, reinstated with a sum equal respect to the amount of Property and, Landlord shall, prior to consummating any brokerage commissions, if any, which LANDLORD shall save by a sale to TENANT. If LANDLORD shall receive an offer for the purchase of the demised premisesProperty, which is not consummated by delivering a deed to again give Tenant the offerer, the TENANT'S right of first refusal to purchase the Property pursuant to the terms of this Section. Landlord, in such event, shall remain applicable again be required to subsequent offerssubmit to Tenant written notice which shall trigger all the same time periods for Tenant's response as provided above. If LANDLORD Tenant will provide such documentation as Landlord shall sell reasonably request to release the demised premises after a failure of TENANT to exercise its Property from this right of first refusal, such shall be subject to the Lease and shall continue to be applicable to subsequent sales of the demised premises. Notwithstanding the foregoing, TENANT'S right of first refusal shall not apply or extend to any sales or transfers between LANDLORD and any affiliates in which the principals of the LANDLORD are the majority shareholders to any family trusts or to the heirs of the principals of LANDLORD. LANDLORD shall be entitled to net the same amount under any right of first refusal exerciseif applicable.

Right of First Refusal to Purchase. TENANT If during the Lease Term Landlord ---------------------------------- decides to accept a written offer to sell all of its interest in the Building to an unrelated person or entity, Landlord shall notify Tenant of its intent to sell the Building and of the price (which will be the price Landlord is willing to accept, less any real estate commissions) and terms on which it is willing to sell the Building (the "First Refusal"). If the Building is one of a number of buildings offered for sale, the price of the Building shall be separately stated and the First Refusal shall apply only to the Building. Tenant shall have five days after Landlord gives notice of the First Refusal to Tenant in which to deliver to Landlord notice of its election to exercise this right on the terms stated in the First Refusal. Time is of the essence. If Tenant so exercises this right, then the sale of the Building shall be closed in accordance with the terms stated in the First Refusal; otherwise, landlord shall have the right to sell the Building within one year after the end of first refusal Tenant's option to purchase any one or more other persons or entities at a price not less than 95% of the demised premises price stated in, and on substantially the same as hereinafter set forththe other terms stated in, the First Refusal. If at Landlord does not so sell the Building within this one year period, then this Section 53 shall thereafter apply to any time during the term as extended, LANDLORD shall receive a bona fide other offer from a third person for the purchase of the demised premises, which offer LANDLORD shall desire to accept, LANDLORD shall promptly deliver to TENANT a copy of such offer, and TENANT may, within fifteen (15) days thereafter, elect to purchase the demised premises on the same terms as those set forth in such offer, excepting that TENANT shall be credited against the purchase price to be paid by TENANT, with a sum equal to the amount of any brokerage commissions, if any, which LANDLORD shall save by a sale to TENANTfalls under this Section 53. If LANDLORD shall receive an offer for the purchase of the demised premises, which Building is not consummated by delivering a deed to the offerersold in accordance with this Section 53, the TENANT'S right of first refusal to purchase First Refusal shall remain applicable to subsequent offers. If LANDLORD shall sell the demised premises after a failure of TENANT to exercise its right of first refusal, such shall be subject to the Lease terminate and shall continue to be applicable to subsequent sales of the demised premises. Notwithstanding the foregoing, TENANT'S right of first refusal shall not apply or extend to any sales or transfers between LANDLORD and any affiliates in which the principals of the LANDLORD are the majority shareholders to any family trusts or to the heirs of the principals of LANDLORD. LANDLORD shall be entitled to net the same amount under any right of first refusal exercisefurther sale.

Right of First Refusal to Purchase. TENANT shall have the right of first refusal to purchase the demised premises as hereinafter set forth. If at any time during the term as extended, LANDLORD shall receive a bona fide offer from a third person for the purchase of the demised premises, which offer LANDLORD shall desire to accept, LANDLORD shall promptly deliver to TENANT a copy of such offer, and TENANT may, within fifteen (15) days thereaftertherafter, elect to purchase the demised premises on the same terms as those set forth in such offer, excepting that TENANT shall be credited , against the purchase price to be paid by TENANT, the TENANT with a sum equal to the amount of any brokerage commissionscommission, if any, which LANDLORD shall save by a sale to TENANT. If LANDLORD shall receive an offer for the purchase of the demised premises, which is not consummated by delivering a deed to the offerer, the TENANT'S right of first refusal to purchase shall remain applicable to subsequent offers. If LANDLORD shall sell the demised premises after a failure of TENANT to exercise its right of first refusal, refusal such sale shall be subject to this lease, and the Lease right of first refusal shall continue and shall continue to be applicable to subsequent sales of the demised premises. Notwithstanding the foregoing, TENANT'S right of first refusal shall not apply or extend to any sales or transfers between LANDLORD and any affiliates in which the principals of the LANDLORD are the majority shareholders to any family trusts or to the heirs of the principals of LANDLORD. LANDLORD shall be entitled to net the same amount under any right of first refusal exercise.

Right of First Refusal to Purchase. TENANT Landlord shall have the right of first refusal to purchase the demised premises as hereinafter set forth. If not at any time during the term as extendedinitial thirty-six (36) months of the Term sell or convey or agree to sell or convey all or any portion of the Premises without first having complied with the requirements of this Section 58. Provided that no default has occurred and is continuing, LANDLORD if Landlord shall receive a bona fide offer from a third person for the to purchase all or any part of the demised premisesPremises that Landlord desires to accept (the “Offer”), which offer LANDLORD Landlord shall desire to accept, LANDLORD shall promptly deliver to TENANT provide a copy of such offer, Offer to Tenant and TENANT may, within fifteen Tenant shall have five (15) 5 business days thereafter, after receipt of such Offer to elect to purchase all or such portion of the demised premises Premises on the same terms and conditions of the Offer. If Tenant elects to so purchase such Property, Tenant shall give to Landlord written notice thereof (“Acceptance Notice”) within said five-business day period. If Tenant delivers an Acceptance Notice as those set forth provided herein, then Landlord and Tenant shall, within thirty (30) days after such delivery, enter into a mutually acceptable purchase and sale agreement pertaining to such Property (or interests) (the “Purchase and Sale Agreement”), reflecting the exact terms of the Offer and this Section 58. The parties agree to act reasonably and cooperatively in negotiating, executing and delivering the Purchase and Sale Agreement. In the event Tenant shall elect not to so purchase such offerProperty, excepting that TENANT shall be credited against the purchase price to be paid by TENANT, with a sum equal Landlord may thereafter sell such Property to the amount of any brokerage commissionsperson or entity making such Offer without offering it to Tenant, if any, which LANDLORD shall save by a sale to TENANT. If LANDLORD shall receive an offer for the purchase of the demised premises, which is not consummated by delivering a deed Notwithstanding anything to the offerercontrary herein, the TENANT'S right provisions of first refusal to purchase shall remain applicable to subsequent offers. If LANDLORD shall sell the demised premises after a failure of TENANT to exercise its right of first refusal, such shall be subject to the Lease and shall continue to be applicable to subsequent sales of the demised premises. Notwithstanding the foregoing, TENANT'S right of first refusal this Article 35 shall not apply or extend to any sales sale or transfers between LANDLORD and any affiliates in which the principals conveyance of the LANDLORD are the majority shareholders Property in foreclosure sale (or similar proceeding) of a bona-fide mortgage or deed of trust or to any family trusts conveyance in lieu of foreclosure of such a mortgage or deed of trust. The rights granted to Tenant hereunder are personal to Tenant and may only be exercised by Tenant when Tenant is in possession of the entire Premises. Any assignment or subletting by Tenant of the Lease or of all or a portion of the Premises (even if such assignment or subletting does not require the consent of Landlord or is approved by Landlord) terminates Tenant’s rights under this Section 58, unless Landlord consents to the heirs contrary in writing at the time of the principals of LANDLORD. LANDLORD shall be entitled to net the same amount under any right of first refusal exercisesuch assignment or subletting.

Right of First Refusal to Purchase. TENANT shall have Provided that Tenant is not in default under this Lease and no circumstances exist which, but for the passage of time would constitute an event of default by Tenant hereunder,, Landlord hereby grants to Tenant a right of first refusal to purchase the demised premises as hereinafter set forthentirely of the Property on which the Premises is located (the"Purchase Right of First Refusal"). If at any time during the term Lease Term, as such may be extended, LANDLORD shall receive Landlord TDG Operations, LLC receives or solicits a bona fide offer from a third person party to purchase the Property on terms acceptable to Landlord, or if the Property is offered for sale by foreclosure or any other forced sale, Landlord shall give Tenant written notice of its receipt of each said offer or sale and its material terms and conditions and a statement that Landlord is acting in good faith, is prepared to accept the purchase terms of the demised premises, which third party offer LANDLORD (the "Purchase Notice'). Tenant shall desire to accept, LANDLORD shall promptly deliver to TENANT a copy of such offer, and TENANT may, then give Landlord written notice within fifteen Fifteen (15) business days thereafter, elect to purchase the demised premises on the same terms as those set forth in such offer, excepting that TENANT shall be credited against the purchase price to be paid by TENANT, with a sum equal to the amount of any brokerage commissions, if any, which LANDLORD shall save by a sale to TENANT. If LANDLORD shall receive an offer for the purchase of the demised premises, which is not consummated by delivering a deed receipt of the Purchase Notice of its election to the offerer, the TENANT'S right of first refusal to purchase shall remain applicable to subsequent offers. If LANDLORD shall sell the demised premises after a failure of TENANT either exercise or decline to exercise its right Purchase Right of first refusal, such shall be subject First Refusal at the price and pursuant to the Lease material terms and shall continue to be applicable to subsequent sales conditions of the demised premisesbona fide offer contained in the Purchase Notice. Notwithstanding anything to the foregoingcontrary contained herein, TENANT'S in no event shall Tenant have the right to terminate the Lease following Tenant's notice to Landlord that it intends to_ exercise the Purchase Right of first refusal First Refusal. This Purchase Right of First Refusal shall not apply to a transfer by Landlord to an Affiliate of Landlord, or extend to any sales heir or transfers between LANDLORD and any affiliates in which trust established by the principals controlling owner of the LANDLORD are the majority shareholders to any family trusts or to the heirs of the principals of LANDLORD. LANDLORD shall be entitled to net the same amount under any right of first refusal exerciseLandlord.

Right of First Refusal to Purchase. TENANT shall have the right of first refusal to purchase the demised premises as hereinafter set forth. If at any time during the term as extendedTerm of this Agreement, LANDLORD Landlord intends to accept an offer or enter into an agreement to sell its entire interest in the Property, Landlord shall receive a bona fide give Notice to Tenant in which it shall first offer from a third person for to sell the purchase of Property to Tenant on the demised premises, same terms and conditions which offer LANDLORD shall desire Landlord intends to accept, LANDLORD . Landlord's Notice of such offer shall promptly deliver include the material terms under which Landlord intends to TENANT a copy of make such sale. Tenant shall have ten (10) days in which to respond to Landlord's offer. If Tenant elects to accept such offer, Tenant shall give Landlord Notice thereof within such 10-day period, and TENANT mayLandlord and Tenant shall, within fifteen (15) business days thereafterafter Tenant's Notice, elect execute a purchase and sale agreement prepared by Landlord incorporating such terms and conditions and other mutually acceptable terms and provisions. The provisions of the first paragraph of this Article 23 shall not apply to purchase (i) any proposed transaction by Landlord with any Affiliated Person or (ii) any proposed transfer to any entity providing financing to Landlord or any foreclosure proceeding or lease or deed in lieu of foreclosure, or (iii) any proposed sale of the demised premises on Property as part of a sale of a portfolio of properties (i.e., in a transaction pursuant to which the same terms as those set forth in Property is to be sold together with at least one other property owned by Landlord or any Affiliated Person), but to the extent applicable prior to any such offer, excepting transaction the first paragraph hereof shall apply after the closing of such transaction. It is expressly understood and agreed that TENANT time shall be credited against of the purchase price to be paid by TENANT, essence with a sum equal respect to the amount giving of any brokerage commissions, if any, which LANDLORD such Notice by Tenant and the failure of Tenant to give such Notice within the time and in the manner hereinabove provided shall save by be a sale waiver of Tenant's rights pursuant to TENANTthis Article 23. If LANDLORD shall receive an offer for the Any purchase of the demised premises, which is not consummated Property by delivering a deed to the offerer, the TENANT'S right of first refusal to purchase shall remain applicable to subsequent offers. If LANDLORD shall sell the demised premises after a failure of TENANT to exercise its right of first refusal, such Tenant shall be subject to made in accordance with the Lease and shall continue to be applicable to subsequent sales provisions of the demised premises. Notwithstanding the foregoing, TENANT'S right of first refusal shall not apply or extend to any sales or transfers between LANDLORD and any affiliates in which the principals of the LANDLORD are the majority shareholders to any family trusts or to the heirs of the principals of LANDLORD. LANDLORD shall be entitled to net the same amount under any right of first refusal exerciseARTICLE 15.

Right of First Refusal to Purchase. TENANT shall have the right of first refusal to purchase the demised premises Demised Premises as hereinafter set forth. If at any time during the term as extended, LANDLORD shall receive a bona fide offer from a third person for the purchase of the demised premisesDemised Premises, which offer LANDLORD shall desire to accept, LANDLORD shall promptly deliver to TENANT a copy of such offer, and TENANT may, within fifteen (15) days thereafter, elect to purchase the demised premises Demised Premises on the same terms as those set forth in I such offer, excepting that TENANT shall be credited against the purchase price to be paid by TENANT, with a sum equal to the amount of any brokerage commissionscommission, if any, which LANDLORD shall save by a sale to TENANT. If LANDLORD shall receive an offer for the purchase of the demised premisesDemised Premises, which is not consummated by delivering a deed to the offerer, the TENANT'S TENANTS right of first refusal to purchase shall remain applicable to subsequent offers. If LANDLORD shall sell the demised premises Demised Premises, after a failure of TENANT to exercise its right of first refusal, such shall be subject to the Lease and shall continue to be applicable to subsequent sales of the demised premisesDemised Premises. Notwithstanding Not withstanding the foregoing, TENANT'S TENANTS right of first refusal shall not apply or extend to any sales or transfers between LANDLORD and any 11/26/96 affiliates in which the principals of the LANDLORD are the majority shareholders to any family trusts or to the heirs of the principals of LANDLORD. LANDLORD shall be entitled to net the same amount under any right of first refusal exercise.