Right of First Refusal to Purchase Premises Clause
(Commercial Lease)

Summary

This right of first refusal to purchase premises clause may be used in a commercial lease agreement to grant the tenant a right of first refusal to purchase the leased premises. This clause contains practical guidance, optional clauses, and drafting notes. Typically, a right of refusal is only granted by a landlord to a tenant of a freestanding, rather than multitenant, building. A tenant of a freestanding building who enters into a long-term lease with the landlord may be most successful in bargaining for a right of first refusal. The tenant may exercise this right either when the landlord gives the tenant notice of the landlord's election to sell the premises or when the landlord receives a bona fide offer from a third-party the landlord is prepared to accept. The terms and conditions of sale should be as stated in the landlord's notice of election to sell or in the third-party offer. The capitalized terms and section notices should be conformed to those used in the relevant commercial lease (e.g., Premises means the space or premises leased by the tenant, and Term means the term of the lease as defined therein.). For other right of first refusal clauses, see Right of First Refusal to Purchase Premises Clause (Commercial Lease) (Pro-Tenant) and Right of First Refusal. For more information on rights of first refusal clauses in leases, see Tenant Purchase Options in Commercial Leases. For further information on commercial leasing, see Industrial Leasing Resource Kit, Office Leasing Resource Kit, Restaurant Leasing Resource Kit, and Retail Leasing Resource Kit. See also Junior Associate Real Estate Resource Kit (Commercial Leasing).