Common use of Rights of First Offer Clause in Contracts

Rights of First Offer. Seller has informed Purchaser that the third parties listed on Schedule 7.4 (each a “ROFO Party” and collectively, the “ROFO Parties”) possess rights of first offer to purchase the Property (collectively, the “ROFO Rights”). Seller has further informed Purchaser that notice of the transaction contemplated hereunder has been given to each of the ROFO Parties in accordance with the ROFO Rights (the “ROFO Notice”). Seller shall promptly provide notice to Purchaser of its receipt of any notice or other communication, written or oral, from any ROFO Party to exercise, or to decline to exercise, such ROFO Right, and, in the case of a written communication, copies thereof. If any ROFO Party exercises its ROFO Rights (each, a “ROFO Election”), this Agreement shall automatically terminate. If this Agreement is terminated pursuant to this Section 7.4, the Xxxxxxx Money Deposit shall be promptly returned to Purchaser, together with all interest which has accrued thereon and Purchaser shall be entitled to a reimbursement of its reasonable out of pocket costs and expenses payable to third parties in connection with this transaction, provided that the reimbursement by Seller to Purchaser under this Agreement shall not exceed the Reimbursement Cap (as hereinafter defined) and except with respect to the Termination Surviving Obligations, this Agreement shall be null and void and the parties shall have no further obligation to each other hereunder.