Right of First Refusal Clause Example from Business Contracts

Right of First Refusal. During the first (1st) three (3) years after the Term Commencement Date, Tenant shall have a right of first refusal ("ROFR") as to any rentable premises in the Building for which Landlord is seeking a tenant ("Available Premises"). In the event Landlord receives a bonafide offer to lease from a third party tenant the Available 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"), speci...fying the material terms and conditions of a proposed lease to Tenant of the Available 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 five (5) business days following its receipt of a Notice of Offer, Tenant shall advise Landlord in writing whether Tenant elects to lease the Available 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 five (5) business day period, then Tenant shall be deemed to have elected not to lease the Available Premises. 42 43.2. If Tenant timely notifies Landlord that Tenant elects to lease the Available Premises on the terms and conditions set forth in the Notice of Offer, then Landlord shall lease the Available 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 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 five (5) business day period described above, then Landlord shall have the right to consummate the lease of the Available Premises on the same terms as set forth in the Notice of Offer to a third party tenant. 43.4. Notwithstanding anything in this 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 shall be void and of no effect. In addition, Tenant shall not be entitled to exercise the ROFR if Tenant has committed a Default two (2) or more times during the twelve (12) month period prior to the date on which Tenant seeks to exercise the ROFR, whether or not Tenant cures such Defaults within any applicable cure period. 43.5. Notwithstanding anything in this Lease to the contrary, 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; 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