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

Right of First Refusal to Purchase. In the event Offeror receives an offer to purchase the Land from a third-party that it wishes to accept (the “Offer”), Offeror shall offer to sell the Land to Offeree on the same terms and conditions (the “Notice of Offer”), and Offeree shall have thirty (30) days following receipt of the written notice to accept such offer. The Notice of Offer shall set forth all of the terms and conditions of the Offer, along with copies of all relevant documents pertaining to the Offer (collectively, the “Notice Documents”), including, but not limited to, a copy of the proposed purchase and sale agreement. Offeror hereby grants to Offeree the right to purchase the Property or portion thereof described in the Offer upon the same terms and conditions set forth in the Offer (the “Right of First Refusal”). Offeree shall have thirty (30) days after receipt of the Notice of Offer and the Notice Documents to notify Offeror in writing of its election to exercise its Right of First Refusal. If Offeree fails to timely exercise its Right of First Refusal as provided herein, such failure shall be deemed a waiver of Offeree’s right as to that Offer, and Offeror may proceed to consummate the transaction contemplated by the Offer in accordance with the terms and conditions thereof. If subsequent to Offeree not accepting the terms in the Offer: (i) the terms and conditions of the Offer are modified or amended in any way which affects the financial terms of the transaction contemplated by the Offer, or extends any time period contained within the Offer by more than thirty (30) days, or (ii) the transaction contemplated by the Offer is not consummated within two hundred seventy (270) days after the date of receipt by Offeree of the Notice of Offer, then, in either event, Offeree’s rights hereunder shall be reinstated as to any modified or amended Offer, any offer continuing beyond such two hundred seventy (270) day period, or any subsequent Offer received by Offeror from a third party or tendered by Offeror to a third party. In the event Offeror proceeds to close on the sale to a Third Party strictly in accordance with this Section, then this Right of First Refusal shall expire and be deemed released as to the property included in the sale on the date of closing of the sale by Offeror to the Third Party. This right of first refusal shall be binding upon the Encumbered Property (or the portion of the Encumbered Property that is subject to an Offer) until such time as Offeror sells or disposes of the Encumbered Property (or the portion of the Encumbered Property that is subject to an Offer) to an offeror following the waiver by Offeree of its right of first refusal as described above. In the event that Offeree exercises its right of first refusal and thereafter defaults by failing to close the transaction, this right of first refusal shall terminate as to all of the Encumbered Property. The right of first refusal shall not apply to a bona fide mortgage transaction or the conveyance of any portion of the Encumbered Property by foreclosure or deed in lieu of foreclosure. The right of first refusal will terminate upon the conveyance of the Benefitted Property by Offeree to any unrelated third party.

Right of First Refusal to Purchase. In 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 event Offeror same beneficial ownership as Santa Xxxxx Campus Property Owner I LLC) and it then owns all of the Subject Buildings (as defined below), and it receives an unsolicited offer to purchase the Land from a third-party that it wishes Subject Buildings only which Landlord desires to accept (the “Offer”), Offeror shall offer to sell the Land to Offeree on the same terms and conditions (the “Notice of Offer”)accept, and Offeree provided that Tenant is not in default under this Lease, Landlord shall have thirty (30) days following receipt provide a summary of the written notice to accept pertinent economic terms of such offer. The Notice of offer (“Unsolicited Offer shall set forth all of the terms and conditions of the Offer, along with copies of all relevant documents pertaining to the Offer (collectively, the “Notice Documents”), including, but not limited to, a copy of the proposed purchase and sale agreement. Offeror hereby grants to Offeree the right to purchase the Property or portion thereof described in the Offer upon the same terms and conditions set forth in the Offer (the “Right of First RefusalSummary”). Offeree Tenant shall have thirty notify Landlord in writing with seven (307) days after receipt of the Notice Unsolicited Offer Summary of Offer and the Notice Documents to notify Offeror in writing of its Tenant’s election to exercise its Right purchase the Subject Buildings on the terms set forth in the Unsolicited Offer Summary (“Tenant’s Purchase Election Notice”). Failure of First Refusal. If Offeree fails Tenant to timely exercise its Right of First Refusal as provided herein, such failure deliver Tenant’s Purchase Election Notice within the required time period shall be deemed an election by Tenant not to purchase the Subject Buildings. This right shall be personal to Aruba Networks, Inc., applies only to a waiver sale of Offeree’s right as to that Offerall of the Subject Buildings only, and Offeror may proceed to consummate the transaction contemplated by the Offer in accordance with the terms and conditions thereof. If subsequent to Offeree without limitation shall not accepting the terms apply in the Offer: event of (ia) the terms and conditions a sale of the Offer are modified Project, (b) an other multi-building or amended in any way which affects the financial terms of the transaction contemplated by the Offermulti-project portfolio sale, (c) a Property, multi-property, or extends any time period contained within the Offer by more than thirty (30) daysProject recapitalization or financing, or (iid) a larger capital markets transaction (e.g., a merger, consolidation, reorganization, master limited partnership, REIT, UPREIT, etc.) involving the transaction contemplated by Property or the Offer is not consummated within two hundred seventy (270) days after the date of receipt by Offeree of the Notice of Offer, then, in either event, Offeree’s rights hereunder shall be reinstated as to any modified or amended Offer, any offer continuing beyond such two hundred seventy (270) day period, or any subsequent Offer received by Offeror from a third party or tendered by Offeror to a third partyProject. In the event Offeror proceeds Tenant delivers Tenant’s Purchase Election Notice within the time period required herein, Landlord and Tenant, within ten (10) business days after Landlord’s receipt of Tenant’s Purchase Election Notice, shall enter into an “As-Is” Purchase and Sale Agreement, without representations or warranties other than those relating to close on authority, and otherwise reflecting the sale to a Third Party strictly in accordance with this Section, then this Right of First Refusal shall expire and be deemed released as to the property included in the sale on the date of closing terms of the sale by Offeror to the Third Party. This right of first refusal shall be binding upon the Encumbered Property (or the portion of the Encumbered Property that is subject to an Offer) until such time as Offeror sells or disposes of the Encumbered Property (or the portion of the Encumbered Property that is subject to an Offer) to an offeror following the waiver by Offeree of its right of first refusal as described above. In the event that Offeree exercises its right of first refusal and thereafter defaults by failing to close the transaction, this right of first refusal shall terminate as to all of the Encumbered Property. The right of first refusal shall not apply to a bona fide mortgage transaction or the conveyance of any portion of the Encumbered Property by foreclosure or deed in lieu of foreclosure. The right of first refusal will terminate upon the conveyance of the Benefitted Property by Offeree to any unrelated third partyUnsolicited Offer Summary.

Right of First Refusal to Purchase. 27. If at any time during the term of this Lease, or any extension thereof, the Landlord shall (a) elect to sell the Premises, or part thereof as a condominium unit, or (b) receives a bona fide offer from a third party to purchase the Premises, or part thereof, which the Landlord is willing to accept, then in either event the Landlord shall notify the Tenant thereof and afford to Tenant a period of thirty (30) days in which to elect to purchase the Premises, or part thereof, on the terms offered. In the event Offeror receives an offer Tenant notifies Landlord within such thirty (30) day period that Tenant elects to purchase the Land Premises, or part thereof, then on a mutually agreeable date within thirty (30) days thereafter Landlord shall sell to Tenant, and Tenant shall purchase from Landlord, the Premises, or part thereof, upon such terms, provided that Landlord can convey good and marketable title thereto, free and clear of all liens and encumbrances, by full warranty deed, such title to be insurable by a third-party that it wishes nationally known title company at standard rates for an ALTA policy, which provision may be waived by the Tenant, in its sole discretion. In the event Tenant declines to accept (purchase the “Offer”)Premises, Offeror or part thereof, or fails to respond to Landlord's notice, then Landlord shall offer be free to sell the Land to Offeree Premises, or part thereof, or accept such offer by such third party, on the same terms and conditions for a period of ninety (the “Notice of Offer”), and Offeree shall have thirty (3090) days following receipt of the written notice to accept such offer. The Notice of Offer shall set forth all of the terms and conditions of the Offer, along with copies of all relevant documents pertaining to the Offer (collectively, the “Notice Documents”), includingthereafter, but not limited to, a copy of the proposed purchase and sale agreement. Offeror hereby grants to Offeree the right to purchase the Property or portion thereof described in the Offer upon event the same terms and conditions set forth in the Offer (the “Right of First Refusal”). Offeree shall have thirty (30) days after receipt of the Notice of Offer and the Notice Documents to notify Offeror in writing of its election to exercise its Right of First Refusal. If Offeree fails to timely exercise its Right of First Refusal as provided herein, such failure shall be deemed a waiver of Offeree’s right as to that Offer, and Offeror may proceed to consummate the transaction contemplated by the Offer in accordance with the terms and conditions thereof. If subsequent to Offeree not accepting the terms in the Offer: (i) the terms and conditions of the Offer are modified or amended in any way which affects the financial terms of the transaction contemplated by the OfferPremises, or extends any time period contained within the Offer by more than thirty (30) dayspart thereof, or (ii) the transaction contemplated by the Offer is not consummated so sold within two hundred seventy such ninety (270) days after the date of receipt by Offeree of the Notice of Offer, then, in either event, Offeree’s rights hereunder shall be reinstated as to any modified or amended Offer, any offer continuing beyond such two hundred seventy (27090) day period, then Landlord shall be again obligated to offer the Premises, or any subsequent Offer received by Offeror from a third party or tendered by Offeror to a third party. In the event Offeror proceeds to close on the part thereof, for sale to a Third Party strictly in accordance with this Section, then this Right of First Refusal shall expire and be deemed released Tenant as to the property included in the sale on the date of closing of the sale by Offeror to the Third Partyprovided herein. This right of first refusal shall be binding upon the Encumbered Property (or the portion of the Encumbered Property that is subject to an Offer) until such time as Offeror sells or disposes of the Encumbered Property (or the portion of the Encumbered Property that is subject to an Offer) to an offeror following the waiver by Offeree of its right of first refusal as described above. In the event that Offeree exercises its right of first refusal and thereafter defaults by failing to close the transaction, this right of first refusal shall terminate as to all of the Encumbered Property. The right of first refusal shall not apply to a bona fide mortgage transaction or the conveyance of any portion of the Encumbered Property by foreclosure or deed in lieu of foreclosure. The right of first refusal will terminate upon the conveyance of the Benefitted Property by Offeree to any unrelated third party.Further Assurances

Right of First Refusal to Purchase. In (a) If, at any time and from time to time during the event Offeror receives an offer to purchase term of the Land from a third-party that it wishes to accept Lease (excluding the “Offer”first eighteen (18) months of this Lease), Offeror Landlord decides to sell, exchange or otherwise transfer the Leased Premises to a Qualified Purchaser, either by direct transfer or indirectly as a result of a change or transfer of 25% or more of the ownership interests in and to Landlord to a Qualified Purchaser, or otherwise by operation of law, Landlord shall give written notice to Tenant of the terms of such transfer. Landlord's notice shall set forth the economic terms on which Landlord has received a bona fide offer to sell the Land Leased Premises or such ownership interest to Offeree a third party (or from which Landlord's owners intend to transfer their interests to a third party, if applicable) and offer to Tenant a cash or cash equivalent price and terms for which Tenant may purchase the Leased Premises or such ownership interest, and which cash equivalent price and terms will not include the purchase by Tenant of other property of Landlord or require repayment of the debt of Landlord, but may provide for the assumption of debt secured by the property. In the event of an offer or proposed transfer on other than an all cash basis (other than requiring the same terms and conditions (the “Notice assumption of Offer”property specific debt), Landlord shall reasonably and Offeree shall have thirty (30) days following receipt of in good faith determine the written notice to accept such offercash equivalent price. The Notice of Offer shall set forth all of the terms and conditions of the Offer, along with copies of all relevant documents pertaining to the Offer (collectively, the “Notice Documents”), including, but not limited to, a copy of the proposed purchase and sale agreement. Offeror hereby grants to Offeree the right to purchase the Property or portion thereof described in the Offer upon the same terms and conditions set forth in the Offer (the “Right of First Refusal”). Offeree Tenant shall have thirty (30) days after receipt of the Notice of Offer and notice in which to elect to acquire the Notice Documents to notify Offeror Leased Premises or such ownership interest on the terms contained in writing of its the notice. Such election to exercise its Right of First Refusalpurchase shall be by written notice to Landlord. If Offeree Tenant fails to timely exercise its Right of First Refusal as provided herein, accept such failure shall be deemed a waiver of Offeree’s right as to that Offer, and Offeror may proceed to consummate the transaction contemplated by the Offer in accordance with the terms and conditions thereof. If subsequent to Offeree not accepting the terms in the Offer: (i) the terms and conditions of the Offer are modified or amended in any way which affects the financial terms of the transaction contemplated by the Offer, or extends any time period contained within the Offer by more than thirty (30) days, or (ii) the transaction contemplated by the Offer is not consummated within two hundred seventy (270) days after the date of receipt by Offeree of the Notice of Offer, then, in either event, Offeree’s rights hereunder shall be reinstated as to any modified or amended Offer, any offer continuing beyond such two hundred seventy (270) day period, or any subsequent Offer received by Offeror from a third party or tendered by Offeror to a third party. In the event Offeror proceeds to close on the sale to a Third Party strictly in accordance with this Sectionparagraph within the applicable time period, then this Right of First Refusal Tenant shall expire be conclusively presumed to have rejected such offer, in which event Landlord shall be free, at any time thereafter, to sell the Leased Premises or such ownership interest to a Qualified Purchaser at a purchase price and be deemed released as upon terms and conditions not more favorable to the property included Qualified Purchaser than those contained in the sale on the date of closing Landlord's notice to Tenant, except as specifically provided below. Upon Landlord's request, Tenant shall affirm in writing within five (5) Business Days, after expiration of the sale by Offeror to the Third Partyapplicable time period, that such offer has been rejected. This right of first refusal shall not apply to: (i) any offer or sale incidental to the exercise of any remedy by Lender or any mortgagee or beneficiary under any mortgage, deed of trust or similar security instrument creating a lien on the interest of Landlord in the Leased Premises, (ii) any transfer by or among the owners of Landlord to any other owner of Landlord, or a transfer by any beneficial owner to such owner's immediate family or lineal descendants or a trust for the benefit of any one or more of the foregoing, or to a corporation or other entity in which any one or more of the foregoing has a controlling interest, or to an entity controlled by, under common control with or controlling Landlord or to an organization qualified under section 501(c)(3) of the Internal Revenue Code or to a wholly-owned subsidiary of such an organization, (iii) a transaction or transfer resulting from the sale, reorganization or consolidation of all or substantially all of the assets of any of the constituent owners of Landlord, or (iv) any transfer resulting from the death or incompetence of any individual. If Landlord desires to sell or offer for sale the Leased Premises or such ownership interest for a lower purchase price or on terms more favorable to the Qualified Purchaser than offered to and not accepted by Tenant, Landlord shall not convey the Leased Premises or such ownership interest without first again offering to Tenant the right to purchase the Leased Premises or such ownership interest as provided above; provided, however, that such sale or offer shall only be binding upon deemed to be more favorable if the Encumbered Property proposed sale price and terms shall be less than ninety-five percent (95%) of the sale price (or cash equivalent price) offered to Tenant. In the portion event Landlord is required to re-offer the Leased Premises or such ownership interest to Tenant pursuant to the preceding sentence, Tenant shall have ten (10) Business Days after receipt of such re-offer in which to elect to acquire the Leased Premises or such ownership interest on the terms contained in such notice after which time Landlord shall be free to sell the Leased Premises or such ownership interest on such terms. The provisions of this paragraph shall apply to each subsequent price reduction, if any, meeting the criteria set forth herein. Any purchase pursuant to this Section 27 shall be in accordance with the Purchase Procedure. Any conveyance by Landlord of the Encumbered Property that is Leased Premises or such ownership interest to any person other than to Tenant shall be made subject to an Offer) until such time as Offeror sells or disposes of this Lease, including the Encumbered Property (or the portion of the Encumbered Property that is subject to an Offer) to an offeror following the waiver by Offeree of its continuing right of first refusal as described abovegranted to Tenant under this Section 27, and this Lease shall continue in full force and effect. In the event that Offeree exercises its right of first refusal and thereafter defaults Upon any conveyance by failing to close the transaction, this right of first refusal shall terminate as to all Landlord of the Encumbered Property. The right of first refusal Leased Premises or such ownership interest, Landlord shall not apply to a bona fide mortgage transaction or the conveyance provide Tenant with copies of any portion change of ownership statements prior to the Encumbered Property filing of such statements with any governmental authority or agency. Notwithstanding the provisions of Section 21, if Landlord provides such copies by foreclosure or deed in lieu of foreclosure. The right of first refusal will terminate upon facsimile, same shall be deemed to have been given on the conveyance of the Benefitted Property by Offeree to any unrelated third partydate transmitted.

Right of First Refusal to Purchase. In Subject to the event Offeror receives terms of this Section 17.2, Tenant will have an offer ongoing right of first refusal (the “Purchase ROFR”) to purchase the Land from Tenant Space. Landlord will inform Tenant in writing (and provide reasonable details of such transaction, including, without limitation, a third-party that it wishes to accept copy of the agreed upon letter of intent (if one has been agreed upon) for which the parties and any other confidential information may be redacted) (the “ROFR Notice”) prior to accepting a third party offer (a “Third Party Offer”) to purchase all or a portion of the Tenant Space (the Tenant Space, or such portion thereof, that is then the subject of such Third Party Offer is referred to herein as the “ROFR Property”). Tenant may exercise its Purchase ROFR by providing written notice of such exercise (the “ROFR Acceptance Notice”) to Landlord within ten (10) business days after receiving the ROFR Notice. If Tenant exercises its Purchase ROFR, Offeror the terms and conditions (including the purchase price) for the ROFR Property to be sold shall offer to sell the Land to Offeree be on the same terms and conditions as set forth in the ROFR Notice and otherwise as set forth in a commercially reasonable purchase agreement entered into by Landlord and Tenant (subject to the “Notice terms of Offer”Section 17.2.1, below). If Tenant fails to timely exercise its Purchase ROFR, and Offeree then Landlord shall have thirty (30) days following receipt be permitted to proceed with the sale of the written notice ROFR Property to accept such offer. The Notice any third party, free and clear of Offer shall set forth all of Tenant’s Purchase ROFR right, so long as the terms and conditions of the Offer, along with copies of all relevant documents pertaining to the Offer (collectively, the “Notice Documents”), including, but not limited to, a copy of the proposed purchase and sale agreement. Offeror hereby grants to Offeree the right to purchase the Property or portion thereof described in the Offer upon the same terms and conditions set forth in the Offer agreement, by virtue of which the sale is effected, are substantially the same as (or better for the “Right of First Refusal”). Offeree shall have thirty (30) days after receipt of Landlord, as the Notice of Offer and the Notice Documents to notify Offeror in writing of its election to exercise its Right of First Refusal. If Offeree fails to timely exercise its Right of First Refusal as provided hereinseller, such failure shall be deemed a waiver of Offeree’s right as to that Offer, and Offeror may proceed to consummate the transaction contemplated by the Offer in accordance with the terms and conditions thereof. If subsequent to Offeree not accepting the terms in the Offer: (ithan) the terms and conditions of as set forth in the Offer are modified or amended in any way ROFR Notice, at which affects point the financial terms of the transaction contemplated by the Offer, or extends any time period contained within the Offer by more than thirty (30) days, or (ii) the transaction contemplated by the Offer is not consummated within two hundred seventy (270) days after the date of receipt by Offeree of the Notice of Offer, then, in either event, Offeree’s rights hereunder Purchase ROFR shall be reinstated void and of no further force or effect as to any modified or amended Offer, any offer continuing beyond such two hundred seventy (270) day period, or any subsequent Offer received by Offeror from a third party or tendered by Offeror to a third party. In the event Offeror proceeds to close on the sale to a Third Party strictly in accordance with this Section, then this Right of First Refusal shall expire and be deemed released as to the property included in the sale on the date of closing of the sale by Offeror to the Third Party. This right of first refusal shall be binding upon the Encumbered Property (or the portion of the Encumbered Property Tenant Space that is subject to an Offer) until such time as Offeror sells or disposes of was sold (but the Encumbered Property (or the portion of the Encumbered Property that is subject to an Offer) to an offeror following the waiver by Offeree of its right of first refusal as described above. In the event that Offeree exercises its right of first refusal Purchase ROFR shall continue in full force and thereafter defaults by failing to close the transaction, this right of first refusal shall terminate effect as to all other portions of the Encumbered Tenant Space). If, however, the terms and conditions set forth in the ROFR Notice are changed by Landlord and the third party to whom Landlord intends to convey the ROFR Property. The right of first refusal , so that such terms and conditions are no longer the same as (or better for Landlord, as the seller, than) those set forth in the original ROFR Notice, Landlord shall not apply update the ROFR Notice and resend to a bona fide mortgage transaction or Tenant in the conveyance of any portion of same manner as the Encumbered Property by foreclosure or deed in lieu of foreclosure. The right of first refusal will terminate upon the conveyance of the Benefitted Property by Offeree to any unrelated third partyoriginal ROFR Notice.

Right of First Refusal to Purchase. In the event Offeror receives an Purchaser shall receive from a third party at any time before the Notes are paid in full a bona fide offer (the "Third Party Offer") to purchase the Land Consolidated Operations, or any portion thereof, including without limitation, the Purchased Assets (the "Offered Assets") at a specified price, whether such price be first fixed by Purchaser or the third party, and Purchaser shall decide to sell same for such amount, Purchaser shall promptly give to Seller notice of the terms of such Third Party Offer and of Purchaser's willingness to sell for the price offered, and Seller shall have the first refusal and privilege (which will hereafter be referred to as an "option") of purchasing said Offered Assets at the price and under the terms set forth in the Third Party Offer; such option to be exercised by Seller's notifying Purchaser in writing, within ten (10) days after Seller receives such notice from a third-party Purchaser, that it wishes will purchase said Offered Assets for the amount and under the terms specified in the Third Party Offer; provided, however, that, unless Seller shall agree to accept the contrary, the closing of any purchase by Seller pursuant to this Section 17.1 shall occur not later than sixty (60) days after Seller's notice to Purchaser of Seller's determination to exercise its option hereunder. In the “event Seller shall not give Purchaser notice, within said ten (10) day period, of its election to purchase for the amount and under the terms specified in the Third Party Offer”), Offeror Purchaser may thereafter sell the said Offered Assets to the party making the Third Party Offer. If for any reason the said Offered Assets are not sold to the party making the Third Party Offer, for the purchase price and under the terms and conditions set forth therein, within one hundred (120) days from Seller's receipt of notice of the Third Party Offer hereunder, the restrictions set forth in this Section 17 shall offer again apply to any proposed sale of the Consolidated Operations, or any portion thereof, by Purchaser to any subsequent potential bona fide purchaser, including, without limitation the party having made the expired Third Party Offer. The giving by Seller of the notice of the exercise of any purchase option herein before granted shall fix or determine the right of Seller to purchase the Offered Assets included in the option which Seller elects to exercise, and the obligation of Purchaser to sell the Land to Offeree same on the same terms and conditions (the “Notice of Offer”), and Offeree shall have thirty (30) days following receipt of the written notice to accept such offer. The Notice of Offer shall set forth all of the terms and conditions of the Offer, along with copies of all relevant documents pertaining to the Offer (collectively, the “Notice Documents”), including, but not limited to, a copy of the proposed purchase and sale agreement. Offeror hereby grants to Offeree the right to purchase the Property or portion thereof described out in the Offer upon bona fide Third Party Offer; provided, however, that the same terms and conditions set forth in the Offer closing of any purchase by Seller pursuant to this Section 17.1 shall be not later than sixty (the “Right of First Refusal”). Offeree shall have thirty (3060) days after receipt Seller's notice to Purchaser of the Notice of Offer and the Notice Documents to notify Offeror in writing of its election Seller's determination to exercise its Right of First Refusaloption hereunder. If Offeree fails to timely exercise its Right of First Refusal as provided herein, such failure shall be deemed a waiver of Offeree’s right as to that Offer, and Offeror may proceed to consummate the transaction contemplated by the Offer in accordance with the terms and conditions thereof. If subsequent to Offeree not accepting the terms in the Offer: (i) the terms and conditions of the Offer are modified or amended in any way which affects the financial terms of the transaction contemplated by the Offer, or extends any time period contained within the Offer by more than thirty (30) days, or (ii) the transaction contemplated by the Offer is not consummated within two hundred seventy (270) days after the date of receipt by Offeree of the Notice of Offer, then, in either event, Offeree’s rights hereunder shall be reinstated as to any modified or amended Offer, any offer continuing beyond such two hundred seventy (270) day period, or any subsequent Offer received by Offeror from a third party or tendered by Offeror to a third party. In the event Offeror proceeds to close on the sale to a Third Party strictly in accordance with this Section, then this Right of First Refusal shall expire and be deemed released as to the property included in the sale on the date of closing of On the sale by Offeror to the Third Party. This right Purchaser of first refusal shall be binding upon the Encumbered Property (all or the portion part of the Encumbered Property that is subject to an Offer) until such time as Offeror sells or disposes of Consolidated Operations, including the Encumbered Property (or assets comprising the portion of Consolidated Operations, the Encumbered Property that is subject to an Offer) to an offeror following the waiver by Offeree of its right of first refusal as described above. In the event that Offeree exercises its right of first refusal Notes shall become immediately due and thereafter defaults by failing to close the transaction, this right of first refusal shall terminate as to all of the Encumbered Property. The right of first refusal shall not apply to a bona fide mortgage transaction or the conveyance of any portion of the Encumbered Property by foreclosure or deed in lieu of foreclosure. The right of first refusal will terminate upon the conveyance of the Benefitted Property by Offeree to any unrelated third partypayable.

Right of First Refusal to Purchase. In the event Offeror receives an offer to purchase the Land from a third-party that it wishes to accept (the “Offer”), Offeror shall offer to sell the Land to Offeree on the same terms and conditions (the “Notice Provided Lessee is not in default of Offer”), and Offeree shall have thirty (30) days following receipt of the written notice to accept such offer. The Notice of Offer shall set forth all any of the terms and conditions contained in this Lease, either on the date of its exercise, or on the effective date thereof, at any time during the Term or any extensions thereof, Lessee shall at any time prior to the final six (6) months of the OfferTerm or any extensions thereof, along with copies of all relevant documents pertaining have the option to Purchase the Offer (collectivelyProperty and/or the Building and/or the building at 8000 Xxxxxxx Xxxx, Xxxx Xx. Xxxxx, Xxxxxxx known as Condominium Unit #2 and/or the “Notice Documents”), including, but not limited to, a copy portion of the proposed purchase and sale agreement. Offeror hereby grants to Offeree the right to purchase the Property or portion thereof described in the Offer upon the same terms and conditions set forth in the Offer property known as Condominium Unit #3 (the “Right of First RefusalPurchase Rights”). Offeree shall have thirty (30) days after receipt of the Notice of Offer and the Notice Documents to notify Offeror in writing of its election to exercise its Right of First Refusal. If Offeree fails to timely exercise its Right of First Refusal as provided herein, such failure shall be deemed a waiver of Offeree’s right as to that Offer, and Offeror may proceed to consummate the transaction contemplated by the Offer in accordance with the terms and conditions thereof. If subsequent set forth in a letter of intent from a bonafide third party purchaser on terms that are acceptable to Offeree not accepting the terms in the Offer: Lessor (i“Letter of Intent to Purchase”) the terms and conditions provided that Lessee provides acceptance of the Offer are modified or amended in any way which affects the financial terms Letter of the transaction contemplated by the Offer, or extends any time period contained Intent to Purchase within the Offer by more than thirty (30) daysdays of receipt of such Letter of Intent to Purchase from Lessor, or (ii) time being of the transaction contemplated essence. Lessee agrees that it shall have forever waived its Purchase Rights with respect to such specific bonafide third party offer if it fails, for any reason, to give such notice to Lessor by the Offer is time provided herein for the giving of such notice. Any termination, expiration, cancellation or surrender of this Lease shall terminate any Purchase Rights if it has not consummated yet been exercised. If Lessee duly exercises its Purchase Rights in accordance with the terms hereof, the closing shall be held within two hundred seventy forty five (27045) days after the date of receipt by Offeree Lessee provides acceptance of the Notice Letter of Offer, then, in either event, Offeree’s rights hereunder Intent to Purchase. If the Lessee shall be reinstated as elect not to any modified exercise its Purchase Rights or amended Offer, any offer continuing beyond such two hundred seventy (270) day period, or any subsequent Offer received by Offeror from a third party or tendered by Offeror shall fail to a third party. In the event Offeror proceeds to close on the sale to a Third Party strictly notify Lessor in accordance with this Sectionthe foregoing terms and conditions, then this Right of First Refusal shall expire and be deemed released as Lessor may thereafter sell the Property or Building to the property included party making the offer in accordance with the sale on the date of closing of the sale by Offeror to the Third Party. This right of first refusal shall be binding upon the Encumbered Property (or the portion of the Encumbered Property that is subject to an Offer) until such time as Offeror sells or disposes of the Encumbered Property (or the portion of the Encumbered Property that is subject to an Offer) to an offeror following the waiver by Offeree of its right of first refusal as described above. In the event that Offeree exercises its right of first refusal and thereafter defaults by failing to close the transaction, this right of first refusal shall terminate as to all of the Encumbered Propertyterms thereof. The right of first refusal shall Purchase Rights may not apply to a bona fide mortgage transaction be severed from the Lease or the conveyance of any portion of the Encumbered Property by foreclosure separately sold, assigned or deed in lieu of foreclosure. The right of first refusal will terminate upon the conveyance of the Benefitted Property by Offeree to any unrelated third partyotherwise transferred.

Right of First Refusal to Purchase. In (a) Provided that (i) this Lease is in full force and effect and (ii) any Amended Lease, if applicable, and any other Lease entered into by Tenant or its affiliate for any space in the event Offeror receives Project with an affiliate of Landlord (each, individually and collectively as the context may require, an “Adjacent Lease”) is in full force and effect, (iii) no default exists under this Lease of an Adjacent Lease, beyond any applicable cure periods, and (iv) this Lease and any Adjacent Lease have not been Transferred, if (A) Landlord shall receive a bona fide offer to from any third party for the purchase of the Land from a third-party that it wishes Property which offer Landlord desires to accept (the “Third Party Offer”), Offeror shall offer or (B) if Landlord desires to sell or market the Land Property for sale to Offeree a third party (the “Marketing Offer”), then Landlord shall deliver to Tenant a written notice setting forth the economic terms and conditions of the Third Party Offer or Marketing Offer, as applicable, and if available, a copy of such offer (the “Written Notice of Proposed Sale”). Tenant may, within ten (10) business days of Landlord’s receipt of a Third Party Offer, or within thirty (30) calendar days of Landlord’s delivery of a Marketing Offer, as applicable, elect by delivering written notice to Landlord within such ten business day or thirty (30) day period, as applicable (“Tenant’s Acceptance Notice”), to purchase the Property on the same terms and conditions (the “Notice of Offer”), and Offeree shall have thirty (30) days following receipt of the written notice to accept such offer. The Notice of Offer shall set forth all of the terms and conditions of the Offer, along with copies of all relevant documents pertaining to the Offer (collectively, the “Notice Documents”), including, but not limited to, a copy of the proposed purchase and sale agreement. Offeror hereby grants to Offeree the right to purchase the Property or portion thereof described in the Offer upon the same terms and conditions as those set forth in the Offer (the “Right of First Refusal”). Offeree shall have thirty (30) days after receipt of the Written Notice of Offer and Proposed Sale, except that the Notice Documents to notify Offeror in writing of its election to exercise its Right of First Refusal. If Offeree fails to timely exercise its Right of First Refusal as provided herein, such failure purchase price shall be deemed a waiver of Offereeincreased by an amount equal to the brokerage commission, if any, which Landlord is required to pay to Tenant’s right as to that Offer, and Offeror may proceed to consummate the transaction contemplated by the Offer in accordance with the terms and conditions thereof. If subsequent to Offeree not accepting the terms in the Offer: (i) the terms and conditions of the Offer are modified or amended in any way which affects the financial terms of the transaction contemplated by the Offer, or extends any time period contained within the Offer by more than thirty (30) days, or (ii) the transaction contemplated by the Offer is not consummated within two hundred seventy (270) days after the date of receipt by Offeree of the Notice of Offer, then, in either event, Offeree’s rights hereunder shall be reinstated as to any modified or amended Offer, any offer continuing beyond such two hundred seventy (270) day periodBroker, or any subsequent Offer received other broker engaged by Offeror from a third party or tendered by Offeror to a third party. In the event Offeror proceeds to close on the sale to a Third Party strictly in accordance with this Section, then this Right of First Refusal shall expire and be deemed released as to the property included in the sale on the date of closing of the sale by Offeror to the Third Party. This right of first refusal shall be binding upon the Encumbered Property (or the portion of the Encumbered Property that is subject to an Offer) until such time as Offeror sells or disposes of the Encumbered Property (or the portion of the Encumbered Property that is subject to an Offer) to an offeror following the waiver by Offeree of its right of first refusal as described above. In the event that Offeree exercises its right of first refusal and thereafter defaults by failing to close the transaction, this right of first refusal shall terminate as to all of the Encumbered Property. The right of first refusal shall not apply to a bona fide mortgage transaction or the conveyance of any portion of the Encumbered Property by foreclosure or deed in lieu of foreclosure. The right of first refusal will terminate upon the conveyance of the Benefitted Property by Offeree to any unrelated third partyTenant.

Right of First Refusal to Purchase. In the event Offeror receives an offer to purchase the Land from a third-party that it wishes to accept (the “Offer”), Offeror shall offer to sell the Land to Offeree on the same terms and conditions (the “Notice of Offer”), and Offeree shall have thirty (30) days following receipt of the written notice to accept such offer. The Notice of Offer shall set forth all of the terms and conditions of the Offer, along with copies of all relevant documents pertaining to the Offer (collectively, the “Notice Documents”), including, but not limited to, a copy of the proposed purchase and sale agreement. Offeror A. Landlord hereby grants to Offeree the Tenants a right to purchase the Property or portion thereof described in the Offer upon the same terms and conditions set forth in the Offer of first refusal (the “Right of First Refusal”) to purchase all or part of the premises and the land upon which the premises are situated (collectively the “Property”), on the same terms that Landlord is willing to accept from a third party, net of any real estate commissions, except that Tenants shall be entitled to pay in cash the fair market value of any non-cash consideration to be paid by such third party. Offeree Tenants may exercise the Right of First Refusal during the term of this Lease, including the Extension Period, so long as Tenants are. not in default under this Lease at the time Tenants exercise such right. Before accepting a bona fide third party offer to sell all or any part of the Property, or any interest therein, Landlord shall have notify Tenants of the name and address of the proposed purchaser and furnish a copy of the offer to purchase. If Tenants, within thirty (30) days after receipt of the Notice Landlord’s notice, notify Landlord of Offer and the Notice Documents to notify Offeror in writing of its their election to exercise its the right of First Refusal to purchase, Landlord shall sell and convey the Property, or such portion thereof as is subject to the offer to purchase, to Tenants on the terms and conditions stated in such offer. If Tenants do not notify Landlord within said thirty (30) day period of their election to exercise the Right of First Refusal. If Offeree fails , Landlord thereafter shall have the right to timely exercise its Right of First Refusal as provided herein, such failure shall be deemed a waiver of Offeree’s right as sell and convey the Property to that Offer, and Offeror may proceed to consummate the transaction contemplated by proposed purchaser on the Offer in accordance with the same terms and conditions thereofas stated in the offer to purchase. If subsequent Landlord and the proposed purchaser do not enter into such offer to Offeree not accepting the terms in the Offer: purchase within ninety (i) the terms and conditions of the Offer are modified or amended in any way which affects the financial terms of the transaction contemplated by the Offer, or extends any time period contained within the Offer by more than thirty (30) days, or (ii) the transaction contemplated by the Offer is not consummated within two hundred seventy (27090) days after the date of receipt by Offeree of Landlord’s notice to Tenants, Landlord shall not sell and convey the Notice of Offer, then, in either event, Offeree’s rights hereunder shall be reinstated as to any modified or amended Offer, any offer continuing beyond such two hundred seventy (270) day period, Property or any subsequent Offer received by Offeror from a third party or tendered by Offeror part thereof until Tenants are again given an opportunity to a third party. In exercise the event Offeror proceeds to close on the sale to a Third Party strictly in accordance with this Section, then this Right of First Refusal shall expire and be deemed released as to in accordance with the property included in the sale on the date provisions of closing of the sale by Offeror to the Third Party. This right of first refusal shall be binding upon the Encumbered Property (or the portion of the Encumbered Property that is subject to an Offer) until such time as Offeror sells or disposes of the Encumbered Property (or the portion of the Encumbered Property that is subject to an Offer) to an offeror following the waiver by Offeree of its right of first refusal as described above. In the event that Offeree exercises its right of first refusal and thereafter defaults by failing to close the transaction, this right of first refusal shall terminate as to all of the Encumbered Property. The right of first refusal shall not apply to a bona fide mortgage transaction or the conveyance of any portion of the Encumbered Property by foreclosure or deed in lieu of foreclosure. The right of first refusal will terminate upon the conveyance of the Benefitted Property by Offeree to any unrelated third partySection.

Right of First Refusal to Purchase. In the event Offeror Landlord receives an acceptable offer to purchase the Land from a third-party that it wishes to accept (Project after Commencement of the “Offer”)Lease, Offeror Landlord shall offer notify Tenant of such fact and shall include in such notice the terms at which the Landlord is prepared to sell the Land Project to Offeree on the same terms prospective purchaser(s). Tenant and conditions (the “Notice of Offer”), and Offeree Landlord shall have thirty a period of five (305) business days following Tenant's receipt of the written notice to accept such offer. The Notice of Offer shall set forth all of notify Landlord whether Tenant elects to exercise the terms and conditions of the Offer, along with copies of all relevant documents pertaining right granted hereby to the Offer (collectively, the “Notice Documents”), including, but not limited to, enter into a copy of the proposed purchase and sale agreement. Offeror hereby grants to Offeree the right agreement to purchase the Property or portion thereof described in the Offer Project upon the same terms and conditions set forth in as the Offer (proposed sale of the “Right of First Refusal”Project to the prospective purchaser(s), as the case may be. If Tenant waives its right to purchase the Project, Landlord shall have the right to sell the Project to such prospective purchaser(s). Offeree shall have thirty (30This right will continue through the Term of this Lease and any renewals, and following any assignment(s) days after receipt thereof. Upon the exercise by Tenant of the Notice of Offer and the Notice Documents to notify Offeror in writing of its election to exercise its Right of First Refusal. If Offeree fails to timely exercise its Right of First Refusal as provided hereinin this Agreement, Landlord shall, within five (5) days after Tenant delivers written notice to Landlord of its election, deliver to Tenant a written agreement for the sale of such failure shall be deemed a waiver of Offeree’s right as Project to that OfferTenant, and Offeror may proceed to consummate upon the transaction contemplated by the Offer in accordance with the same terms and conditions thereofas Landlord so notified Tenant pursuant to Section 1 above. If subsequent Thereafter, Tenant and Landlord shall negotiate in good faith to Offeree not accepting the terms in the Offer: finalize such purchase and sale agreement within five (i) the terms and conditions of the Offer are modified or amended in any way which affects the financial terms of the transaction contemplated by the Offer, or extends any time period contained within the Offer by more than thirty (30) days, or (ii) the transaction contemplated by the Offer is not consummated within two hundred seventy (2705) days after the date delivery of receipt by Offeree of the Notice of Offer, then, in either event, Offeree’s rights hereunder shall be reinstated as such purchase and sale agreement to any modified or amended Offer, any offer continuing beyond such two hundred seventy (270) day period, or any subsequent Offer received by Offeror from a third party or tendered by Offeror to a third partyTenant. In the event Offeror proceeds to close on the sale to a Third Party strictly in accordance with this Section, then this This Right of First Refusal shall expire and be deemed released as to the property included in the sale on the date of closing of the sale by Offeror to the Third Party. This right of first refusal shall be binding upon the Encumbered Property (or the portion of the Encumbered Property that is subject to an Offer) until such time as Offeror sells or disposes of the Encumbered Property (or the portion of the Encumbered Property that is subject to an Offer) to an offeror following the waiver by Offeree of its right of first refusal as described above. In the event that Offeree exercises its right of first refusal and thereafter defaults by failing to close the transaction, this right of first refusal shall terminate as to all of the Encumbered Property. The right of first refusal shall not apply to a bona fide mortgage transaction or the conveyance of any portion of the Encumbered Property by foreclosure or deed in lieu of foreclosure. The right of first refusal will terminate upon the conveyance earlier of the Benefitted Property by Offeree date that: (i) a written mutual agreement of the parties to any unrelated third partyterminate is entered into; (ii) the Project has been sold to a purchaser or (iii) ten (10) years from the date hereof.

Right of First Refusal to Purchase. In Landlord hereby grants Tenant a right of first refusal to purchase the event Offeror receives an Premises. Prior to Landlord accepting any bonefide offer to purchase the Land Premises from a third-party that it wishes to accept (third party, Landlord shall give Tenant written notice of such offer and the “Offer”), Offeror shall terms and other information constituting such offer to purchase the Premises. Provided at the time of exercise, Tenant is not in default, Tenant shall have the option, which must be exercised, if at all, by written notice to Landlord within ten (10) days after Xxxxxx's receipt of Landlord's notice, to purchase the Premises at the sales price and terms of sale specified in the notice. In the event Tenant timely exercises such option to purchase the Premises, Landlord shall sell the Land Premises to Offeree Tenant, and Tenant shall purchase the Premises from Landlord in accordance with the price and terms specified in Landlord's notice. Landlord and Tenant shall, in good faith, attempt to reach agreement on the same terms and conditions (of a mutually acceptable purchase agreement consistent with the “Notice of Offer”), and Offeree shall have terms set forth in Landlord's notice within thirty (30) days following receipt of Landlord's notice. In the written notice event (i) Landlord and Tenant are unable to accept reach agreement on a mutually acceptable purchase agreement within such offer. The Notice of Offer shall set forth all of the terms and conditions of the Offer, along with copies of all relevant documents pertaining to the Offer (collectively, the “Notice Documents”), including, but not limited to, a copy of the proposed purchase and sale agreement. Offeror hereby grants to Offeree the right to purchase the Property or portion thereof described in the Offer upon the same terms and conditions set forth in the Offer (the “Right of First Refusal”). Offeree shall have thirty (30) days after receipt of the Notice of Offer and the Notice Documents to notify Offeror in writing of its election day period or (ii) Tenant fails to exercise its Tenant's option within said ten (10) day period, Landlord shall have one hundred eighty (180) days thereafter to sell the Premises at no less than the sales price and upon the same or substantially the same other terms of sale as specified in the notice to Tenant. In the event Landlord fails to sell the Premises within said one hundred eighty (180) day period or in the event Landlord proposes to sell the Premises at less than the sales price or on other material terms which are more favorable to the prospective tenant than that proposed to Tenant, Landlord shall be required to resubmit such offer to Tenant in accordance with this Right of First Refusal. If Offeree fails to timely exercise its This Right of First Refusal as provided herein, such failure shall be deemed a waiver of Offeree’s right as to that Offer, and Offeror may proceed to consummate automatically terminate upon the transaction contemplated by the Offer in accordance with the terms and conditions thereof. If subsequent to Offeree not accepting the terms in the Offer: (i) the terms and conditions expiration or sooner termination of the Offer are modified or amended in any way which affects the financial terms of the transaction contemplated by the Offer, or extends any time period contained within the Offer by more than thirty (30) days, or (ii) the transaction contemplated by the Offer is not consummated within two hundred seventy (270) days after the date of receipt by Offeree of the Notice of Offer, then, in either event, Offeree’s rights hereunder shall be reinstated as to any modified or amended Offer, any offer continuing beyond such two hundred seventy (270) day period, or any subsequent Offer received by Offeror from a third party or tendered by Offeror to a third partyLease. In the event Offeror proceeds to close on the sale to a Third Party strictly in accordance with this Sectionaddition, then this Right of First Refusal shall expire and be deemed released as not apply to the property included a foreclosure or other involuntary transfer of Landlord's interest in the sale on Premises, but the date Right of closing First Refusal shall remain in full force and effect thereafter. The parties agree to execute a Memorandum of this Right of First Refusal to Purchase, which Memorandum Tenant shall have the sale by Offeror right to record in Santa Xxxxx County. Notwithstanding the Third Party. This right of first refusal shall be binding upon the Encumbered Property (or the portion of the Encumbered Property that is subject to an Offer) until such time as Offeror sells or disposes of the Encumbered Property (or the portion of the Encumbered Property that is subject to an Offer) to an offeror following the waiver by Offeree of its right of first refusal as described above. In the event that Offeree exercises its right of first refusal and thereafter defaults by failing to close the transactionforegoing, this right Right of first refusal shall terminate as to all of the Encumbered Property. The right of first refusal First Refusal shall not apply to transfers of all or a bona fide mortgage transaction or the conveyance of any portion of the Encumbered Property Premises to (i) Xxxx X. Xxxxxxx and/or Xxxx X. Xxxxxxx (individually and collectively "Sobrato"), (ii) any immediate family member of Sobrato, (iii) any trust established, in whole or in part, for the benefit of Sobrato and/or any immediate family member of Sobrato, (iv) any partnership in which Sobrato or any immediate family member, either directly or indirectly (e.g., through a partnership or corporate entity or a trust) retains a general partner interest, and/or (v) any corporation under the control, either directly or indirectly, by foreclosure Sobrato or deed in lieu any immediate family member of foreclosure. The right of first refusal will terminate upon the conveyance of the Benefitted Property by Offeree to any unrelated third partySobrato.

Right of First Refusal to Purchase. In Subject to the event Offeror receives an limitations set forth in Section 51.1 hereof, during the Term, should Landlord receive a bona fide written offer (which, upon acceptance by Landlord, would constitute a legally binding obligation) to purchase Landlord’s interest in Parcels 12 and/or 13 (“Proposed Offer”) from a third party, which Proposed Offer Landlord intends to accept, then Landlord shall submit a written offer (“Offer”) to Tenant to sell the leasehold to Tenant on terms and conditions, including price, which are no less favorable than those of the Proposed Offer. The Offer shall disclose the identity of the proposed buyer and the terms and conditions, including price, of the Proposed Offer. The Offer shall state that Tenant may acquire the leasehold for the price and upon the other terms contained in the Proposed Offer. Should Tenant desire to purchase the Land from a third-party that it wishes to accept (the “Offer”)leasehold, Offeror Tenant shall offer to sell the Land to Offeree on the same terms and conditions (the “Notice of Offer”), and Offeree shall have thirty (30) days following receipt of the written notice to accept such offer. The Notice of Offer shall set forth all of the terms and conditions of the Offer, along with copies of all relevant documents pertaining to the Offer (collectively, the “Notice Documents”), including, but not limited to, a copy of the proposed purchase and sale agreement. Offeror hereby grants to Offeree the right to purchase the Property or portion thereof described in the Offer upon the same terms and conditions set forth in the Offer (the “Right of First Refusal”). Offeree shall have thirty (30) days after receipt of the Notice of Offer and the Notice Documents to notify Offeror in writing of communicate its election to exercise its Right of First Refusal. If Offeree fails to timely exercise its Right of First Refusal as provided herein, such failure shall be deemed a waiver of Offeree’s right as to that Offer, and Offeror may proceed to consummate the transaction contemplated by the Offer in accordance with the terms and conditions thereof. If subsequent to Offeree not accepting the terms in the Offer: (i) the terms and conditions of the Offer are modified or amended in any way which affects the financial terms of the transaction contemplated by the Offer, or extends any time period contained within the Offer by more than thirty (30) days, or (ii) the transaction contemplated by the Offer is not consummated within two hundred seventy (270) 20 days after the date of receipt by Offeree the Offer. Such communication shall, when taken in conjunction with the Offer, constitute a legally binding agreement for the sale and purchase of the Notice Premises. The sale of Offer, then, in either event, Offeree’s rights hereunder the leasehold to Tenant pursuant to this Section 45 shall be reinstated as to any modified or amended Offer, any offer continuing beyond such two hundred seventy (270) closed no later than the 120th day period, or any subsequent Offer received by Offeror from a third party or tendered by Offeror to a third party. In the event Offeror proceeds to close on the sale to a Third Party strictly in accordance with this Section, then this Right of First Refusal shall expire and be deemed released as to the property included in the sale on after the date of the Offer or earlier if the Proposed Offer had an earlier closing date. If Tenant does not elect to purchase the leasehold pursuant to this section, the leasehold may be sold by Landlord at any time within one year after the date the Offer was made, to the maker of the sale by Offeror Proposed Offer or its permitted assignee and at not less than the price and upon the material terms and conditions specified in the Offer. Provided, however, that any such transfer and the transferee must meet the transfer restrictions set forth in Section 19 above. Notwithstanding anything to the Third Partycontrary contained in this Section 45, should the party submitting the Proposed Offer be negotiating with Continental Real Estate Companies (“CREC”) or any affiliate of CREC for the purchase of properties in addition to Landlord’s leasehold interest in Parcels 12 and 13, then Tenant’s rights under this Section 45 shall not apply to such proposed transaction, provided, that any such sale shall be subject to this Lease and this right of first refusal in favor of Tenant, and any such transfer shall be subject to the restrictions set forth in Section 19 above. This Landlord will not sell or offer for sale or transfer its interest in Parcel 12 or 13 independently of the other. A sale or transfer of more than 50% of the direct or indirect ownership interest in the Landlord shall constitute a Proposed Offer and Tenant’s right of first refusal shall be binding upon apply. Notwithstanding the Encumbered Property (or the portion foregoing, any of the Encumbered Property that is subject following transfers shall not be deemed to an Offer) until such time as Offeror sells or disposes of the Encumbered Property (or the portion of the Encumbered Property that is subject to an Offer) to an offeror following the waiver by Offeree of its trigger Tenant’s right of first refusal refusal: (i) transfers of interests in Landlord by and among existing partners of Landlord; (ii) transfers of interests in Landlord as described abovesecurity for loans; (iii) transfers to any affiliate of CREC as of the date of this Lease; (iv) transfers of individual partnership interests by devise or descent; (v) transfers of interests in Landlord for estate planning purposes (by way of example and not limitation, a transfer to a trust established by an individual partner for the benefit of such partner’s children); and (vi) transfers to family members of an individual partner. In Any conveyance of the event that Offeree exercises its right Landlord’s interest in Parcels 12 and 13 or any part thereof by Landlord, howsoever arising, including, inter alia, by operation of first refusal and thereafter defaults law, shall be subject to the leasehold estate created by failing to close the transactionthis Lease, including this right of first refusal shall terminate as to all of the Encumbered Propertyrefusal. The right of first refusal granted to Tenant by this Section 45 shall not apply be effective against transfers or conveyances to or from any leasehold mortgagee (or its nominee) of Landlord’s interest in Parcels 12 and 13 in connection with a bona fide mortgage transaction or the conveyance of any portion of the Encumbered Property by foreclosure or deed in lieu of foreclosure. The right of first refusal will terminate upon the conveyance of the Benefitted Property by Offeree to any unrelated third partyan assignment.