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Right Of First Refusal Agreement
"I need a Right of First Refusal Agreement for my commercial property in Melbourne, granting my current tenant the first right to purchase the building if I decide to sell within the next 5 years, with a 30-day notice period for exercising the right."
1. Parties: Identifies and defines all parties to the agreement
2. Background: Provides context and explains the purpose of the agreement
3. Definitions and Interpretation: Defines key terms and establishes rules for interpreting the agreement
4. Grant of Right of First Refusal: Core provision establishing the ROFR and its basic terms
5. Subject Matter: Clearly identifies and describes the property/assets subject to the ROFR
6. Notice Requirements: Details the process for notifying the ROFR holder of a proposed sale
7. Exercise Process: Specifies how and when the ROFR can be exercised
8. Purchase Price and Payment Terms: Establishes how the purchase price will be determined and payment conditions
9. Time Periods: Sets out all relevant timeframes for notices and responses
10. Term and Termination: Specifies the duration of the ROFR and circumstances for termination
11. Assignment and Transfer: Addresses whether the ROFR can be assigned to third parties
12. Confidentiality: Establishes confidentiality obligations regarding the agreement and related information
13. Dispute Resolution: Sets out the process for resolving disputes between parties
14. General Provisions: Standard boilerplate clauses including governing law, notices, and amendments
1. Due Diligence: Include when the ROFR relates to complex assets requiring investigation rights
2. Valuation Mechanism: Include when parties want to specify a particular method for determining fair market value
3. Security: Include when the ROFR needs to be secured against other assets or requires registration
4. Third Party Rights: Include when other stakeholders' rights need to be addressed (e.g., existing tenants)
5. Special Conditions: Include when there are unique circumstances or requirements specific to the transaction
6. Competition Law Compliance: Include when the ROFR might raise competition law concerns
7. Tax Provisions: Include when there are specific tax implications that need to be addressed
8. Force Majeure: Include when parties want to address extraordinary circumstances affecting the ROFR
1. Schedule 1 - Description of Subject Property/Assets: Detailed description of the property or assets subject to the ROFR
2. Schedule 2 - Notice Forms: Template forms for various notices required under the agreement
3. Schedule 3 - Pricing Mechanism: Detailed methodology for determining the purchase price
4. Schedule 4 - Timeline and Procedures: Flowchart or detailed steps for the ROFR process
5. Schedule 5 - Excluded Circumstances: List of situations where the ROFR does not apply
6. Appendix A - Required Documents: List of documents required for due diligence or transfer
7. Appendix B - Relevant Corporate Approvals: Copies of corporate authorizations if parties are companies
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Corporate Affairs
Finance
Operations
Investment
Real Estate
Mergers & Acquisitions
Strategy
Risk Management
Legal Counsel
Property Manager
Business Development Manager
Commercial Director
Chief Executive Officer
Chief Financial Officer
Investment Manager
Real Estate Agent
Company Secretary
Contract Manager
Development Manager
Asset Manager
Operations Director
Corporate Lawyer
Property Developer
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