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 the right of first refusal to purchase the demised premises as hereinafter set forth. (a) If at any time during after the term as extended, LANDLORD first anniversary of the Commencement Date Landlord shall receive a bona fide written offer to purchase the Premises from a third person for the purchase of the demised premisesparty which is not affiliated with Landlord, which offer LANDLORD Landlord is willing to accept ("Outside Contract"), Landlord shall desire to acceptgive written notice ("Sale Notice") thereof, LANDLORD shall promptly deliver to TENANT together with a copy of such offerOutside Contract, to Tenant. Tenant shall have a right of first refusal ("Refusal Right") to purchase the Premises that is the subject of the Outside Contract in accordance with the terms and TENANT mayprovisions thereof. If Tenant desires to exercise the Refusal Right, Tenant shall deliver written notice to that effect to Landlord within twenty (20) days after receipt of the Sale Notice ("Refusal Period"). If Tenant exercises the Refusal Right by the time and in the manner set forth in this subsection, Landlord and Tenant shall promptly execute a contract which includes the same material terms and conditions as the Outside Contract ("Sale Contract") and Tenant shall deposit when due any xxxxxxx money deposit required thereunder. If Tenant does not execute a Sale Contract within fifteen (15) days thereafterafter Tenant's receipt of such Sale Contract from Landlord, elect to purchase the demised premises signed on the same terms as those set forth behalf of Landlord, or if Tenant defaults in its obligations under such offerSale Contract, excepting that TENANT then Landlord shall be credited against free to consummate the purchase price to be paid by TENANT, with a sum equal sale pursuant 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 Outside Contract (or another contract on substantially similar terms 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 exerciseconditions).

Right of First Refusal to Purchase. TENANT shall have the Landlord hereby grants Tenant a right of first refusal to purchase the demised premises as hereinafter set forthPremises. If at Prior to Landlord accepting any time during bonefide offer to purchase the term as extended, LANDLORD shall receive a bona fide offer Premises from a third person for the purchase of the demised premisesparty, which offer LANDLORD Landlord shall desire to accept, LANDLORD shall promptly deliver to TENANT a copy give Tenant written notice of such offer, offer and TENANT may, within fifteen (15) days thereafter, elect the terms and other information constituting such offer to purchase the demised premises 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 Premises to 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 as those of a mutually acceptable purchase agreement consistent with the terms set forth in Landlord's notice within thirty (30) days of Landlord's notice. In the event (i) Landlord and Tenant are unable to reach agreement on a mutually acceptable purchase agreement within such offerthirty (30) day period or (ii) Tenant fails to exercise Tenant's option within said ten (10) day period, excepting 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 TENANT proposed to Tenant, Landlord shall be credited against required to resubmit such offer to Tenant in accordance with this Right of First Refusal. This Right of First Refusal shall automatically terminate upon the purchase price expiration or sooner termination of the Lease. In addition, this Right of First Refusal shall not apply to be paid by TENANTa foreclosure or other involuntary transfer of Landlord's interest in the Premises, with but the Right of First Refusal shall remain in full force and effect thereafter. The parties agree to execute a sum equal Memorandum of this Right of First Refusal to the amount of any brokerage commissions, if anyPurchase, which LANDLORD Memorandum Tenant shall save by a sale have the right 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 premisesrecord in Santa Xxxxx County. Notwithstanding the foregoing, TENANT'S right this Right of first refusal First Refusal shall not apply to transfers of all or extend a portion of the Premises to (i) Xxxx X. Xxxxxxx and/or Xxxx X. Xxxxxxx (individually and collectively "Sobrato"), (ii) any sales immediate family member of Sobrato, (iii) any trust established, in whole or transfers between LANDLORD and in part, for the benefit of Sobrato and/or any affiliates 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 principals control, either directly or indirectly, by Sobrato or any immediate family member 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 exerciseSobrato.

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 In the event Landlord receives an acceptable offer to purchase the Project after Commencement of the Lease, Landlord shall notify Tenant of such fact and shall include in such notice the terms at which the Landlord is prepared to sell the Project to the prospective purchaser(s). Tenant and Landlord shall have a period of five (5) business days following Tenant's receipt of notice to notify Landlord whether Tenant elects to exercise the right granted hereby to enter into a purchase and sale agreement to purchase the Project upon the same terms and conditions as the proposed sale of the 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). This right will continue through the Term of first refusal this Lease and any renewals, and following any assignment(s) thereof. Upon the exercise by Tenant of its Right of First Refusal as provided in this Agreement, Landlord shall, within five (5) days after Tenant delivers written notice to purchase the demised premises as hereinafter set forth. If at any time during the term as extendedLandlord of its election, LANDLORD shall receive deliver to Tenant a bona fide offer from a third person written agreement for the purchase of the demised premises, which offer LANDLORD shall desire to accept, LANDLORD shall promptly deliver to TENANT a copy sale of such offerProject to Tenant, and TENANT may, within fifteen (15) days thereafter, elect to purchase the demised premises on upon the same terms and conditions as those set forth Landlord so notified Tenant pursuant to Section 1 above. Thereafter, Tenant and Landlord shall negotiate in good faith to finalize such offer, excepting that TENANT purchase and sale agreement within five (5) days after the delivery of such purchase and sale agreement to Tenant. This Right of First Refusal shall be credited against terminate upon 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 earlier of the demised premises, which is not consummated by delivering date that: (i) 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 written mutual agreement of the demised premises. Notwithstanding parties to terminate is entered into; (ii) the foregoing, TENANT'S right of first refusal shall not apply Project has been sold to a purchaser or extend to any sales or transfers between LANDLORD and any affiliates in which (iii) ten (10) years from 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 exercisedate hereof.

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 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 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.

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.