Subject to the operation of clauses 5.7 and 5.8, the Owners must not Sell or agree to Sell the Land, or any part of the Land, during the Term, to any person other than to COIA unless:(a) The Owners have first offered in writing to sell the Land, or any part of the Land,to COIA with such written notice to include the terms (including as to price) on which the Owners are prepared to sell their interest in the Land (Offer); and(b) COIA has either declined to accept the Offer or has failed to notify Owners that it accepts the Offer within 21 Business Days from the date of the Offer.