Reso 2011-1735 - Laserfiche WebLink

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Tenant's request therefore, provided the form of non-disturbance agreement IS reasonably acceptable to Landlord. ARTICLE XX Sale or Assignment by Landlord Section 1. Sale. Landlord shall only sell its interest in the Land or this Lease (subject to the Tenant's right of first refusal provided below) on the following terms. Any such sale shall be subject to this Lease (provided the Tenant agrees to attorn to such purchaser), and the purchaser or mortgagee shall acknowledge in writing that its interest in the Land is subject to this Lease and, with respect to a purchaser, that it assumes all the obligations and liabilities of the Landlord hereunder. At the closing of a sale of its interest in the Land and this Lease in accordance with this Article, Landlord shall be released from any liability hereunder arising after the closing of the sale. Section 2. Right of First Refusal. In consideration of Tenant's execution of this Lease, Landlord hereby grants to Tenant for the entire Term of this Lease, a right of first refusal ("Right of First Refusal") with respect to the Land, subject to the terms and provisions set forth below. In the event Landlord receives an offer to purchase the Land or any portion thereof during the Term of this Lease which the Landlord intends to accept ("Offer"), Landlord shall provide written notice of receipt of the Offer to Tenant. The giving of such notice shall constitute an offer by Landlord to sell the Land (or applicable portion thereof) to the Tenant at the same purchase price as contained in the Offer and otherwise in accordance with the terms and provisions of the Offer. Not later than thirty (30) days after receipt of such notice, the Tenant may elect to purchase the Land (or applicable portion thereof) at the purchase price in accordance with the terms and provisions of the Offer by delivery to the Landlord of all of the following within such thirty (30) day period: (a) written notice of the election of the Tenant to acquire the Land (or applicable portion thereof); (b) a check made payable to the attorneys for the Landlord, as escrow agent, in the amount of the deposit set forth in the Offer; and (c) a duly executed sales agreement which contains the terms and provisions ofthe Offer. In the event the Tenant fails to elect to purchase the Land (or applicable portion thereof) within said thirty (30) day period and in accordance with the foregoing, then Landlord shall be free to accept the Offer and the Land (or applicable portion thereof) may be sold and conveyed to the buyer under the Offer free and clear of the Right of First Refusal (subject to the provisions of Section 1 above). 27