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certified mail, as provided above, the same shall be deemed served or delivered seventy-two (-//--x hours after the mailing thereof. 18. Right of First Refusal. Landlord shall not at any time during the term of this lease sell or convey or agree to sell or convey all or any portion of the Leased Premises without first having complied with the requirements of this Paragraph. If landlord shall desire to sell or convey all or any portion or portions of the Leased Premises, Landlord shall obtain from a third party a bona fide arms' length offer (the "Offer") and Landlord shall submit a written copy of the Offer to Tenant and shall give Tenant forty-five (45) days within which to elect to meet the Offer. If Tenant elects to meet the Offer, Tenant shall give Landlord written notice thereof and closing shall be held within forty-five (45) days thereafter, whereupon Landlord shall convey to Tenant all or any portion of the Leased Premises which are the subject of the Offer. At closing, Landlord shall deliver to Tenant a grant deed, sufficient to convey to Tenant fee simple title to the Premises free and clear of all liens, restrictions and encumbrances. Landlord shall pay all transfer taxes in connection with such conveyance. This right of first refusal shall continue as to any and all portions of the Leased Premises. In the event Tenant shall elect not to met any Offer, Landlord may thereafter sell the portion or portions of the Leased Premises which are the subject of the Offer only to the party who made the Offer and only strictly in accordance with the terms thereof. To prevent Landlord from defeating the rights of Tenant hereunder, Landlord agrees that Landlord will at no time accept an offer to purchase all or any portion of the Leased Premises together with any other property of Landlord in cont:-avention of Tenant's right to purchase t'he Pre:'rises. Ground LQase/4/NQ'A/Lodi 03791/103 I6- 14De62 mmc EZ -d J91 =6o so ao 2nd