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Right Of First Refusal Agreement

Right Of First Refusal Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Right Of First Refusal Agreement

"I need a Right of First Refusal Agreement for a commercial property in Dubai, where my company will have the first right to purchase the property if the current owner decides to sell within the next 5 years, with a 30-day exercise period."

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Document background
The Right of First Refusal Agreement is a strategic legal instrument commonly used in the United Arab Emirates for various commercial and property transactions. It is particularly relevant when parties wish to establish preferential rights in future dealings, whether for real estate acquisitions, company share transfers, or commercial asset sales. The document must align with UAE Civil Code requirements and may need to consider specific emirate-level regulations, particularly for real estate transactions. Typically used by businesses, investors, and property owners, this agreement provides detailed mechanisms for notification, pricing, and exercise of the right, while ensuring compliance with UAE commercial law principles. The agreement is especially valuable in protecting strategic interests in competitive markets and maintaining control over asset dispositions.
Suggested Sections

1. Parties: Identification of all parties to the agreement, including full legal names, addresses, and registration details if companies

2. Background: Context of the agreement, relationship between parties, and purpose of the ROFR

3. Definitions: Key terms used throughout the agreement, including Asset, Offer Notice, Exercise Period, etc.

4. Grant of Right of First Refusal: Core provision establishing the ROFR and its scope

5. ROFR Process: Detailed procedure for how the ROFR operates, including notification requirements, time periods, and exercise mechanism

6. Purchase Price and Payment Terms: How the purchase price will be determined and payment conditions

7. Duration and Termination: Term of the ROFR and circumstances for termination

8. Notices: Format and method for all formal communications under the agreement

9. Governing Law and Jurisdiction: Specification of UAE law as governing law and relevant courts

10. General Provisions: Standard contractual provisions including entire agreement, amendments, waiver, etc.

Optional Sections

1. Registration Requirements: Required when the ROFR relates to real property and needs registration with relevant authorities

2. Competing Rights: Needed when there are other rights holders or potential conflicts with existing agreements

3. Assignment: Include when transfer of ROFR rights needs to be addressed

4. Confidentiality: Required when sensitive business information will be shared during the ROFR process

5. Tag-Along Rights: Include when shareholders' rights need to be protected in company share transfers

6. Dispute Resolution: Optional detailed dispute resolution procedure, including mediation steps before litigation

7. Force Majeure: Include when external events might affect the exercise of the ROFR

Suggested Schedules

1. Description of Asset: Detailed description of the property or assets subject to the ROFR

2. Form of Offer Notice: Template for the formal notice triggering the ROFR

3. Form of Exercise Notice: Template for exercising the ROFR

4. Valuation Methodology: If applicable, detailed process for determining asset value

5. Required Approvals: List of necessary governmental or regulatory approvals

6. Existing Encumbrances: Schedule of any existing rights or restrictions affecting the asset

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions





























Clauses































Relevant Industries

Real Estate

Commercial Property

Retail

Manufacturing

Technology

Professional Services

Construction

Healthcare

Hospitality

Energy

Infrastructure

Financial Services

Private Equity

Venture Capital

Relevant Teams

Legal

Real Estate

Corporate Development

Mergers & Acquisitions

Investment

Business Development

Commercial

Finance

Compliance

Property Management

Relevant Roles

Chief Executive Officer

Managing Director

Chief Legal Officer

Legal Counsel

Real Estate Director

Property Manager

Business Development Manager

Investment Manager

Commercial Director

Corporate Development Director

Mergers & Acquisitions Director

Chief Financial Officer

Company Secretary

Compliance Officer

Property Development Manager

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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