Right of First Refusal Clause Example with 6 Variations from Business Contracts
This page contains Right of First Refusal clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Right of First Refusal. Tenant shall have a one-time right of first refusal ("ROFR") as to each rentable premises in the Building for which Landlord is seeking a tenant ("Available ROFR Premises"); provided, however, that in no event shall Landlord be required to lease any Available ROFR Premises to Tenant for any period past the date on which this Lease expires or is terminated pursuant to its terms unless Tenant simultaneously extends the Term with respect to 49 the entire Premises. To the extent that Landlord renews... or extends a then-existing lease with any then-existing tenant of any space, or enters into a new lease with such then-existing tenant, the affected space shall not be deemed to be Available ROFR Premises. In the event Landlord intends to lease Available ROFR Premises, Landlord shall provide written notice thereof to Tenant (the "Notice of Offer"), specifying the terms and conditions of a proposed lease to Tenant of the Available ROFR Premises. 43.1. Within ten (10) days following its receipt of a Notice of Offer, Tenant shall advise Landlord in writing whether Tenant elects to lease all (not just a portion) of the Available ROFR Premises on the terms and conditions set forth in the Notice of Offer. If Tenant fails to notify Landlord of Tenant's election within said ten (10) day period, then Tenant shall be deemed to have elected not to lease the Available ROFR Premises pursuant to such Notice of Offer. 43.2. If Tenant timely notifies Landlord that Tenant elects to lease the Available ROFR Premises on the terms and conditions set forth in the Notice of Offer, then Landlord shall lease the Available ROFR Premises to Tenant upon the terms and conditions set forth in the Notice of Offer. 43.3. If Tenant notifies Landlord that Tenant elects not to lease the Available ROFR Premises on the terms and conditions set forth in the Notice of Offer, or if Tenant fails to notify Landlord of Tenant's election within the ten (10)-day period described above, then Landlord shall have the right to consummate the lease of the Available ROFR Premises on the same terms as set forth in the Notice of Offer following Tenant's election (or deemed election) not to lease the Available ROFR Premises. 43.4. Notwithstanding anything in this Article 43 to the contrary, Tenant shall not exercise the ROFR during such period of time that Tenant is in default under any provision of this Lease. Any attempted exercise of the ROFR during a period of time in which Tenant is so in default shall be void and of no effect. In addition, Tenant shall not be entitled to exercise the ROFR if Landlord has given Tenant two (2) or more notices of default under this Lease, if the defaults were not cured within applicable notice and cure periods, during the twelve (12) month period prior to the date on which Tenant seeks to exercise the ROFR. 43.5. Notwithstanding anything in this Lease to the contrary, except for Exempt Transfers or other Transfers to a Tenant Affiliate to which Landlord consents in writing, Tenant shall not assign or transfer the ROFR, either separately or in conjunction with an assignment or transfer of Tenant's interest in the Lease, without Landlord's prior written consent, which consent Landlord may withhold in its sole and absolute discretion.View More
Variations of a "Right of First Refusal" Clause from Business Contracts
Right of First Refusal. Tenant shall have a one-time right of first refusal ("ROFR") as to each rentable premises in the Building for which Landlord is seeking a tenant ("Available ROFR Premises"); provided, however, that in no event shall Landlord be required to lease any Available ROFR Premises to Tenant for any period past the date on which this Lease expires or is terminated pursuant to its terms unless Tenant simultaneously extends the Term with respect to 49 the entire Premises. To the extent that Landlord renews... or extends a then-existing lease with any then-existing tenant of any space, or enters into a new lease with such then-existing tenant, the affected space shall not be deemed to be Available ROFR Premises. In the event Landlord intends to lease Available ROFR Premises, Landlord shall provide written notice thereof to Tenant (the "Notice of Offer"), specifying the terms and conditions of a proposed lease to Tenant of the Available ROFR Premises. 43.1. 3.1 Within ten (10) seven (7) days following its receipt of a Notice of Offer, Tenant shall advise Landlord in writing whether Tenant elects to lease all (not just a portion) of the Available ROFR Premises on the terms and conditions set forth in the Notice of Offer. If Tenant fails to notify Landlord of Tenant's election within said ten (10) day period, then Tenant shall be deemed to have elected not to lease the Available ROFR Premises pursuant to such Notice of Offer. 43.2. If Tenant timely notifies Landlord that Tenant elects to lease the Available ROFR Premises on the terms and conditions set forth in the Notice of Offer, then Landlord shall lease the Available ROFR Premises to Tenant upon the terms and conditions set forth in the Notice of Offer. 43.3. 3.3 If Tenant notifies Landlord that Tenant elects not to lease the Available ROFR Premises on the terms and conditions set forth in the Notice of Offer, or if Tenant fails to notify Landlord of Tenant's election within the ten (10)-day seven (7)-day period described above, then Landlord shall have the right to consummate the lease of the Available ROFR Premises on the same terms as set forth in the Notice of Offer following Tenant's election (or deemed election) not to lease the Available ROFR Premises. 43.4. 3.4 Notwithstanding anything in this Article 43 to the contrary, Tenant shall not exercise the ROFR during such period of time that Tenant is in default under any provision of this the Lease. Any attempted exercise of the ROFR during a period of time in which Tenant is so in default shall be void and of no effect. In addition, Tenant shall not be entitled to exercise the ROFR if Landlord has given Tenant two (2) or more notices of default under this Lease, if the defaults were not cured within applicable notice and cure periods, during the twelve (12) month period prior to the date on which Tenant seeks to exercise the ROFR. 43.5. 3.5 Notwithstanding anything in this the Lease to the contrary, except for Exempt Transfers or other Transfers to a Tenant Affiliate to which Landlord consents in writing, Tenant shall not assign or transfer the ROFR, either separately or in conjunction with an assignment or transfer of Tenant's interest in the Lease, without Landlord's prior written consent, which consent Landlord may withhold in its sole and absolute discretion. 3.6 If Tenant exercises the ROFR, Landlord does not guarantee that the Available ROFR Premises will be available on the anticipated commencement date for the Lease as to such Available ROFR Premises due to a holdover by the then-existing occupants of the Available ROFR Premises or for any other reason beyond Landlord's reasonable control. 3.7 Notwithstanding anything to the contrary, Tenant's rights under this Article 3 are subject and subordinate to any rights of renewal, extension, offer, refusal or any other rights of any other tenant at the Center as of the Execution Date. 3.8 Article 26 of the Existing Lease is hereby deleted in its entirety and is no longer of any further force or effect. View More
Right of First Refusal. During the first (1st) three (3) years after the Term Commencement Date, Tenant shall have a one-time right of first refusal ("ROFR") as to each any rentable premises in the Building for which Landlord is seeking a tenant ("Available ROFR Premises"); provided, however, that in no event shall Landlord be required to lease any Available ROFR Premises to Tenant for any period past the date on which this Lease expires or is terminated pursuant to its terms unless Tenant simultaneously extends the Te...rm with respect to 49 the entire Premises. To the extent that Landlord renews or extends a then-existing lease with any then-existing tenant of any space, or enters into a new lease with such then-existing tenant, the affected space shall not be deemed to be Available ROFR Premises. Premises"). In the event Landlord intends receives a bonafide offer to lease from a third party tenant the Available ROFR Premises, which offer is acceptable to Landlord in its sole and absolute discretion, Landlord shall provide written notice thereof to Tenant (the "Notice of Offer"), specifying the material terms and conditions of a proposed lease to Tenant of the Available ROFR Premises. Premises, which shall be the same as the terms of the bonafide offer, except that the term of any lease entered into by Tenant with respect to the Available Premises shall be coterminous with the Term. 43.1. Within ten (10) five (5) business days following its receipt of a Notice of Offer, Tenant shall advise Landlord in writing whether Tenant elects to lease all (not just a portion) of the Available ROFR Premises on the terms and conditions set forth in the Notice of Offer. If Tenant fails to notify Landlord of Tenant's election within said ten (10) five (5) business day period, then Tenant shall be deemed to have elected not to lease the Available ROFR Premises pursuant to such Notice of Offer. Premises. 42 43.2. If Tenant timely notifies Landlord that Tenant elects to lease the Available ROFR Premises on the terms and conditions set forth in the Notice of Offer, then Landlord shall lease the Available ROFR Premises to Tenant upon the terms and conditions set forth in the Notice of Offer. 43.3. If Tenant notifies Landlord that Tenant elects not to lease the Available ROFR Premises on the terms and conditions set forth in the Notice of Offer, or if Tenant fails to notify Landlord of Tenant's election within the ten (10)-day five (5) business day period described above, then Landlord shall have the right to consummate the lease of the Available ROFR Premises on the same terms as set forth in the Notice of Offer following Tenant's election (or deemed election) not to lease the Available ROFR Premises. a third party tenant. 43.4. Notwithstanding anything in this Article Section 43 to the contrary, Tenant shall not exercise the ROFR during such period of time that Tenant is in default under any provision of this Lease. Any attempted exercise of the ROFR during a period of time in which Tenant is so in default Default shall be void and of no effect. In addition, Tenant shall not be entitled to exercise the ROFR if Landlord Tenant has given Tenant committed a Default two (2) or more notices of default under this Lease, if the defaults were not cured within applicable notice and cure periods, times during the twelve (12) month period prior to the date on which Tenant seeks to exercise the ROFR. ROFR, whether or not Tenant cures such Defaults within any applicable cure period. 43.5. Notwithstanding anything in this Lease to the contrary, except for Exempt Transfers or other Transfers to a Tenant Affiliate to which Landlord consents in writing, Tenant shall not assign or transfer the ROFR, either separately or in conjunction with an assignment or transfer of Tenant's interest in the Lease, without Landlord's prior written consent, which consent Landlord may withhold in its sole and absolute discretion. discretion; provided, however, that Landlord's consent shall not be required for Tenant's assignment of the ROFR in connection with an Allowed Transfer. View More
Right of First Refusal. During the Term, Tenant shall have a one-time continuous and recurring right of first refusal ("ROFR") as to each any rentable premises in the Building Project for which Landlord is seeking a tenant ("Available ROFR Premises"); provided, however, that in no event shall Landlord be required to lease any Available ROFR Premises to Tenant for any period past the date on which this Lease expires or is terminated pursuant to its terms unless Tenant simultaneously extends the Term with respect to 49 t...he entire Premises. Premises"). To the extent that Landlord renews or extends a then-existing lease with any then-existing tenant or subtenant of any space, or enters into a new lease with such then-existing tenant, tenant or subtenant for the same premises, the affected space shall not be deemed to be Available ROFR Premises. In the event Landlord intends receives a final offer from a third party to lease or Landlord delivers a final offer to a prospective tenant to lease Available ROFR Premises, which offer Landlord (or the prospective tenant, as the case may be) is prepared to accept (a "ROFR Offer"), Landlord shall provide written notice thereof to Tenant (the "Notice of Offer"), specifying the terms and conditions of a proposed lease to Tenant of the Available ROFR Premises. 43.1. "ROFR Notice"). 43.1 Within ten (10) days following its receipt of a Notice of Offer, ROFR Notice, Tenant shall advise Landlord in writing whether Tenant elects to lease all (not just a portion) of the Available ROFR Premises on the terms and conditions set forth in the Notice ROFR Offer, except that (a) the fixed base rent shall be ninety-five percent (95%) of Offer. the fixed based rent set forth in the ROFR Offer, (b) the term of the lease of the Available ROFR Premises be the lesser of three (3) years or the term set forth in the ROFR Offer, and (c) any free rent, tenant improvement allowance or other concessions included in the ROFR Offer shall be prorated based upon the length of the term set forth in the ROFR Offer as compared to the length of the term for which Tenant will lease the Available ROFR Premises. If Tenant fails to notify Landlord of Tenant's election to lease all of the Available ROFR Premises within said such ten (10) day period, then Tenant shall be deemed to have elected not to lease the Available ROFR Premises pursuant to such Notice of Offer. 43.2. Premises. 43.2 If Tenant timely notifies Landlord that Tenant elects to lease all of the Available ROFR Premises on the terms and conditions set forth in the Notice of Offer, Section 43.1 above, then Landlord shall lease the Available ROFR Premises to Tenant upon on the terms and conditions set forth in the Notice of Offer. 43.3. Section 43.1 above. 43.3 If (a) Tenant notifies Landlord that Tenant elects not to lease the Available ROFR Premises on the terms and conditions set forth in the Notice of Offer, or if (b) Tenant fails to notify Landlord of Tenant's election within the ten (10)-day period described above, then Landlord shall have the right to consummate the a lease of the Available ROFR Premises to any third party on any terms and conditions Landlord desires. If Landlord does not 59 consummate a lease of the same terms as set forth in the Notice Available ROFR Premises within one hundred and eighty (180) days of Offer following Tenant's election (or deemed election) not to lease the Available ROFR Premises. 43.4. Premises, then the ROFR shall be reinstated, and Landlord shall not thereafter lease Available ROFR Premises without first complying with the procedures set forth in this Section 43.3. 43.4 Notwithstanding anything in this Article 43 to the contrary, Tenant shall not exercise the ROFR during such period of time that Tenant a Default exists and is in default under any provision of this Lease. continuing. Any attempted exercise of the ROFR during a period of time in which Tenant a Default exists and is so in default continuing shall be void and of no effect. In addition, Tenant shall not be entitled to exercise the ROFR if Landlord has given Tenant two (2) three (3) or more notices of monetary default under this Lease, if whether or not the defaults were not cured within applicable notice and cure periods, are cured, during the twelve (12) month period prior to the date on which Tenant seeks to exercise the ROFR. 43.5. 43.5 Notwithstanding anything in this Lease to the contrary, except for Exempt Transfers or other Transfers to a Tenant Affiliate to which Landlord consents in writing, Tenant shall not assign or transfer the ROFR, either separately or in conjunction with an assignment or transfer of Tenant's interest in the Lease, without Landlord's prior written consent, which consent Landlord may withhold in its sole and absolute discretion. 43.6 If Tenant exercises the ROFR, Landlord does not guarantee that the Available ROFR Premises will be available on the anticipated commencement date for the Lease as to such Premises due to a holdover by the then-existing occupants of the Available ROFR Premises or for any other reason beyond Landlord's reasonable control. 43.7 Notwithstanding anything to the contrary, the ROFR and all of Tenant's rights under this Article 43 are subject to any existing (as of the Execution Date) rights of other tenants at the Project (including, without limitation, rights of extension, renewal, expansion, refusal, offer, etc.). 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Right of First Refusal. For so long as Tenant leases and personally occupies the entire Premises (and the size of the then-current Premises is no smaller than size of the Premises as of the Execution Date), and subject to any other parties' pre-existing rights and/or encumbrances with respect to Available ROFR Premises (as defined below), Tenant shall have a one-time right of first refusal ("ROFR") as to each that certain rentable premises in the Building for which commonly known as Suite 150 (as more particularly show...n on the floor plan attached hereto as Exhibit J, "Suite 150") at such time as Landlord is seeking a tenant for such space ("Available ROFR Premises"); provided, however, that in no event shall Landlord be required to lease any Available ROFR Premises to Tenant for any period past the date on which this Lease expires or is terminated pursuant to its terms unless Tenant simultaneously extends the Term with respect to 49 the entire Premises. To the extent that Landlord renews or extends a then-existing lease with any then-existing tenant of any space, or enters into a new lease with such then-existing tenant, the affected space shall not be deemed to be Available ROFR Premises. terms. In the event Landlord intends receives from a third party a bona fide offer to lease Available ROFR Premises, Premises that Landlord is willing to accept, Landlord shall provide written notice thereof to Tenant (the "Notice of Offer"), specifying the terms and conditions of a proposed lease to Tenant of the Available ROFR Premises. 58 43.1. Within ten (10) seven (7) business days following its receipt of a Notice of Offer, Tenant shall advise Landlord in writing whether Tenant elects to lease all (not just a portion) of the Available ROFR Premises on the terms and conditions set forth in the Notice of Offer. If Tenant fails to notify Landlord of Tenant's election within said ten (10) such seven (7) business day period, then Tenant shall be deemed to have elected not to lease the Available ROFR Premises pursuant to such Notice of Offer. Premises. 43.2. If Tenant timely notifies Landlord that Tenant elects to lease the Available ROFR Premises on the terms and conditions set forth in the Notice of Offer, then Landlord shall lease the Available ROFR Premises to Tenant upon the terms and conditions set forth in the Notice of Offer. 43.3. If Tenant notifies Landlord that Tenant elects not to lease the Available ROFR Premises on the terms and conditions set forth in the Notice of Offer, or if Tenant fails to notify Landlord of Tenant's election within the ten (10)-day seven (7) business day period described above, then Landlord shall have the right to consummate the lease of the Available ROFR Premises on the same economic terms as substantially similar to those set forth in the Notice of Offer following Tenant's election (or deemed election) not to lease the Available ROFR Premises. 43.4. Notwithstanding anything in this Article 43 to the contrary, Tenant shall not exercise the ROFR during such period of time that Tenant is in default under any provision of this Lease. Any attempted exercise of the ROFR during a period of time in which Tenant is so in default shall be void and of no effect. In addition, Tenant shall not be entitled to exercise the ROFR if Landlord has given Tenant two (2) or more notices of default under this Lease, if whether or not the defaults were not cured within applicable notice and cure periods, are cured, during the twelve (12) month period prior to the date on which Tenant seeks to exercise the ROFR. 43.5. Notwithstanding anything in this Lease to the contrary, except for Exempt Transfers or other Transfers to a Tenant Affiliate to which Landlord consents in writing, Tenant shall not assign or transfer the ROFR, either separately or in conjunction with an assignment or transfer of Tenant's interest in the Lease, without Landlord's prior written consent, which consent Landlord may withhold in its sole and absolute discretion. discretion; provided that, (without limiting anything in Article 29) (a) in the event of an Exempt Transfer of Tenant's full interest in the Lease or (b) if Landlord approves (in writing) an assignment or transfer of Tenant's full interest in the Lease from Tenant to Tenant's Affiliate, then, in conjunction with (and not separate from) such Exempt Transfer or assignment or transfer, as applicable, and upon prior written notice to Landlord, Tenant may assign or transfer the ROFR to the transferee of such Exempt Transfer or such Tenant's Affiliate, as applicable. If Tenant (y) provides written notice to Landlord that Tenant will not be assigning or transferring the ROFR to the transferee of such Exempt Transfer or such Tenant's Affiliate, as applicable, or (z) does not provide written notice of the assignment or transfer of the ROFR to the transferee of such Exempt Transfer or such Tenant's Affiliate, as applicable, prior to the effective date of such Transfer, then the ROFR shall automatically be null and void and of no further force or effect. 43.6. If Tenant exercises the ROFR, Landlord does not guarantee that the Available ROFR Premises will be available on the anticipated commencement date for the Lease as to such Premises due to a holdover by the then-existing occupants of the Available ROFR Premises or for any other reason beyond Landlord's reasonable control. 59 43.7. Notwithstanding anything in this Lease to the contrary, the ROFR shall expire on the date that is thirty-six (36) months following the Term Commencement Date. View More
Right of First Refusal. For so long as Tenant continues to lease and occupy one hundred percent (100%) of both the Premises and the Adjacent Building Premises, subject to any other parties' pre-existing rights (based on written contracts executed prior to the Execution Date) with respect to Available ROFR Premises (as defined below), Tenant shall have a one-time continuing right of first refusal ("ROFR") to lease as to each any rentable premises in on the second floor of the Building for which Landlord is seeking has a... specific prospective tenant ("Available ROFR Premises"); provided, however, that in no event shall Landlord be required to lease any Available ROFR Premises to Tenant for any period past the date on which this Lease expires or is terminated pursuant to its terms unless Tenant simultaneously extends the Term with respect to 49 the entire Premises. terms. To the extent that Landlord renews or extends a then-existing lease with any then-existing tenant of any space, or enters into a new lease with such then-existing tenant, the affected space shall not be deemed to be Available ROFR Premises. In the event Landlord intends to lease Available ROFR Premises, Premises to a specific prospective tenant, Landlord shall provide written notice thereof to Tenant (the "Notice of Offer"), specifying the terms and conditions of a the proposed lease to Tenant of the Available ROFR Premises. 43.1. 42.1 Within ten (10) days Business Days following its receipt of a Notice of Offer, Tenant shall advise Landlord in writing whether Tenant elects to lease all (not just a portion) of the Available ROFR Premises on the terms and conditions set forth in the Notice of Offer. If Tenant fails to notify Landlord of Tenant's election within said such ten (10) day Business Day period, then Tenant shall be deemed to have elected not to lease the Available ROFR Premises pursuant to such Notice of Offer. 43.2. Premises. 42.2 If Tenant timely notifies Landlord that Tenant elects to lease the Available ROFR Premises on the terms and conditions set forth in the Notice of Offer, then Landlord shall lease the Available ROFR Premises to Tenant upon the terms and conditions set forth in the Notice of Offer. 43.3. 42.3 If Tenant notifies Landlord that Tenant elects not to lease the Available ROFR Premises on the terms and conditions set forth in the Notice of Offer, or if Tenant fails to notify Landlord of Tenant's election within the ten (10)-day (10) Business Day period described above, then Landlord shall have the right to consummate the proposed lease of the Available ROFR Premises on the same terms as set forth in the Notice of Offer following Tenant's election (or deemed election) not to lease the Available ROFR Premises. 43.4. If Landlord does not lease the Available ROFR Premises within six (6) months following Tenant's election (or deemed election) not to lease the Available ROFR Premises, then Tenant's ROFR shall be fully reinstated with respect to the specific Available ROFR Premises, and Landlord shall not thereafter lease the Available ROFR Premises without first complying with the procedures set forth in this Article 42. 42.4 Notwithstanding anything in this Article 43 to the contrary, Tenant shall may not exercise the ROFR during such period of time that Tenant is in default under any provision of this Lease. Lease beyond applicable notice and cure periods. Any attempted exercise of the ROFR during a period of time in which Tenant is so in default beyond applicable notice and cure provisions shall be void and of no effect. In addition, Tenant shall not be entitled to exercise the ROFR if Landlord Tenant has given Tenant defaulted (beyond applicable notice and cure periods) in the performance of either a material monetary obligation or material non-monetary obligation under this Lease two (2) or more notices of default under this Lease, if the defaults were not cured within applicable notice and cure periods, times during the twelve (12) month period prior to the date on which Tenant seeks to exercise the ROFR. 43.5. Term or Option Term (as applicable). 42.5 Notwithstanding anything in this Lease to the contrary, except for Exempt Transfers or other Transfers to a Tenant Affiliate to which Landlord consents in writing, Tenant shall not assign or transfer the ROFR, ROFR to a party other than Tenant's Affiliate, either separately or in conjunction with an assignment or transfer of Tenant's interest in the Lease, without Landlord's prior written consent, which consent Landlord may withhold in its sole and absolute discretion. 42.6 If Tenant exercises the ROFR, Landlord does not guarantee that the Available ROFR Premises will be available on the anticipated commencement date for the Lease as to such Premises due to a holdover by the then-existing occupants of the Available ROFR Premises or for any other reason beyond Landlord's reasonable control. 42.7 This ROFR shall remain in effect until the Available ROFR Premises has been leased by Tenant or a third party, or until this Lease has expired, at which time this ROFR shall terminate and be of no force and effect. If the Available ROFR Premises (or any portion thereof) is leased to a third party, and such third party lease subsequently expires or is otherwise terminated, Tenant's ROFR shall be reinstituted. View More
Right of First Refusal. Commencing upon the Term Commencement Date, but subject to any other parties' pre-existing rights existing on the Term Commencement Date with respect to Available ROFR Premises (as defined below) (including, without limitation, any such rights granted to GlycoMimetics, Inc.), Tenant shall have a one-time right of first refusal ("ROFR") as to each any rentable premises in on the Building second (2nd) floor of the building located at 9714 Medical Center Drive, Rockville, Maryland, for which Landlo...rd is seeking a tenant ("Available ROFR Premises"); provided, however, that in no event shall Landlord be required to lease any Available ROFR Premises to Tenant for any period past the date on which this Lease expires or is terminated pursuant to its terms unless Tenant simultaneously extends the Term with respect to 49 the entire Premises. terms. To the extent that Landlord renews or extends a then-existing lease with any then-existing tenant or subtenant of any space, or enters into a new lease with such then-existing tenant, tenant or subtenant for the same premises, the affected space shall not be deemed to be Available ROFR Premises. In the event Landlord intends receives from a third party a bona fide offer to lease Available ROFR Premises, Landlord shall provide written notice thereof to Tenant (the "Notice of Offer"), specifying the terms and conditions of a proposed lease to Tenant of the Available ROFR Premises. 43.1. Within ten (10) days following its receipt of a Notice of Offer, Tenant shall advise Landlord in writing whether Tenant elects to lease all (not just a portion) of the Available ROFR Premises on the terms and conditions set forth in the Notice of Offer. If Tenant fails to notify 59 Landlord of Tenant's election within said such ten (10) day period, then Tenant shall be deemed to have elected not to lease the Available ROFR Premises pursuant to such Notice of Offer. Premises. 43.2. If Tenant timely notifies Landlord that Tenant elects to lease the Available ROFR Premises on the terms and conditions set forth in the Notice of Offer, then Landlord shall lease the Available ROFR Premises to Tenant upon the terms and conditions set forth in the Notice of Offer. 43.3. If Tenant notifies Landlord that Tenant elects not to lease the Available ROFR Premises on the terms and conditions set forth in the Notice of Offer, or if Tenant fails to notify Landlord of Tenant's election within the ten (10)-day period described above, then Landlord shall have the right to consummate the lease of the Available ROFR Premises on the same terms as set forth in the Notice of Offer following Tenant's election (or deemed election) not to lease the Available ROFR Premises. If Landlord does not lease the Available ROFR Premises within one hundred eighty (180) days after Tenant's election (or deemed election) not to lease the Available ROFR Premises, then the ROFR shall be fully reinstated, and Landlord shall not thereafter lease the Available ROFR Premises without first complying with the procedures set forth in this Article. 43.4. Notwithstanding anything in this Article 43 to the contrary, Tenant shall not exercise the ROFR during such period of time that Tenant is in default Default under any provision of this Lease. Any attempted exercise of the ROFR during a period of time in which Tenant is so in default Default shall be void and of no effect. In addition, Tenant shall not be entitled to exercise the ROFR if Landlord has given Tenant two (2) or more notices of default under this Lease, if whether or not the defaults were not cured within applicable notice and cure periods, are cured, during the twelve (12) month period prior to the date on which Tenant seeks to exercise the ROFR. 43.5. Notwithstanding anything in this Lease to the contrary, except for Exempt Transfers or other Transfers to a Tenant Affiliate to which Landlord consents in writing, Tenant shall not assign or transfer the ROFR, either separately or in conjunction with an assignment or transfer of Tenant's interest in the Lease, without Landlord's prior written consent, which consent Landlord may withhold in its sole and absolute discretion. 43.6. If Tenant exercises the ROFR, Landlord does not guarantee that the Available ROFR Premises will be available on the anticipated commencement date for the Lease as to such Available ROFR Premises due to a holdover by the then-existing occupants of the Available ROFR Premises or for any other reason beyond Landlord's reasonable control. 43.7. At any time following the Term Commencement Date, upon Tenant's request, Landlord shall advise Tenant of any other parties holding pre-existing rights with respect to Available ROFR Premises. View More
