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Right Of First Refusal Agreement
"I need a Right of First Refusal Agreement for my commercial property in Dallas, granting my current tenant the right to purchase the building before I can sell it to any third party, with the ROFR lasting until March 2025."
1. Parties: Identifies and defines the parties to the agreement, including the grantor (owner) and the holder of the ROFR
2. Background: Sets out the context and purpose of the agreement, including the relationship between the parties and the subject matter of the ROFR
3. Definitions: Defines key terms used throughout the agreement
4. Grant of Right of First Refusal: Explicitly grants the ROFR and describes its scope
5. Subject Matter: Detailed description of the property, assets, or rights subject to the ROFR
6. Trigger Events: Specifies the circumstances that activate the ROFR
7. Notice Requirements: Details the notification process when a trigger event occurs
8. Exercise Procedure: Outlines the process and timeframe for exercising the ROFR
9. Purchase Price and Payment Terms: Specifies how the purchase price will be determined and payment arrangements
10. Term and Termination: Defines the duration of the ROFR and circumstances for termination
11. Assignment and Transferability: Addresses whether the ROFR can be assigned or transferred
12. Governing Law: Specifies the jurisdiction and applicable law
13. Dispute Resolution: Outlines procedures for resolving disputes
14. Execution: Signature blocks and execution requirements
1. Recording: Required for ROFRs affecting real property, specifying recording requirements and procedures
2. Regulatory Compliance: Needed for ROFRs involving regulated assets or securities
3. Third Party Rights: Required when other parties have existing rights that might affect the ROFR
4. Valuation Mechanism: Optional detailed procedures for determining fair market value if not based on third party offer
5. Confidentiality: Important when the ROFR involves sensitive business information
6. Tag-Along Rights: Sometimes included in corporate ROFRs to protect minority interests
7. Right of First Offer: Sometimes combined with ROFR to create comprehensive preemptive rights
8. Force Majeure: May be relevant for long-term ROFRs or specific industries
1. Property Description: Detailed description of real estate or assets subject to ROFR
2. Notice Forms: Template forms for trigger notices and exercise notices
3. Valuation Procedures: Detailed procedures for determining purchase price if not based on third party offer
4. Excluded Transactions: List of transactions or transfers exempt from the ROFR
5. Required Approvals: List of necessary third-party or regulatory approvals
6. Timeline Procedures: Detailed timeline and procedural requirements for ROFR process
Authors
Real Estate
Commercial Property
Corporate / M&A
Private Equity
Venture Capital
Retail
Manufacturing
Technology
Agriculture
Energy
Healthcare
Entertainment
Hospitality
Professional Services
Legal
Real Estate
Corporate Development
Mergers & Acquisitions
Business Development
Finance
Operations
Commercial
Property Management
Investment
Compliance
Risk Management
Chief Executive Officer
Chief Legal Officer
General Counsel
Legal Director
Corporate Attorney
Real Estate Manager
Property Manager
Business Development Director
Investment Manager
Corporate Development Manager
Mergers & Acquisitions Director
Contract Manager
Commercial Director
Asset Manager
Operations Director
Company Secretary
Chief Financial Officer
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