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Right Of First Refusal Agreement
"I need a Right of First Refusal Agreement for my commercial property in Cape Town, granting my current tenant the first right to purchase the building if I decide to sell it anytime after March 2025."
1. Parties: Identification of the grantor (party giving the right) and grantee (party receiving the right), including full legal names and details
2. Background: Context of the agreement, relationship between parties, and purpose of granting the right of first refusal
3. Definitions and Interpretation: Key terms used in the agreement, including 'Offer', 'Subject Matter', 'Exercise Period', and interpretation rules
4. Grant of Right: Clear statement of the right being granted and its scope
5. Subject Matter: Detailed description of the asset(s) or rights subject to the right of first refusal
6. Trigger Events: Specific circumstances that activate the right of first refusal
7. Notice Requirements: Process for notifying the grantee of a trigger event, including timing and content requirements
8. Exercise Procedure: Steps for exercising the right, including timeframes and formal requirements
9. Purchase Price and Payment Terms: How the purchase price will be determined and payment conditions
10. Duration and Termination: Term of the agreement and circumstances for termination
11. General Terms: Standard contractual provisions including governing law, notices, and entire agreement clause
1. Real Estate Specific Provisions: Additional terms specific to real property, including registration requirements and land transfer procedures
2. Share Transfer Provisions: Specific provisions for when the ROFR relates to company shares, including compliance with company constitution
3. Multiple Holders: Procedures for when the right is granted to multiple parties, including order of priority
4. Tag-Along Rights: Additional rights for the grantee to participate in sales to third parties
5. Drag-Along Rights: Rights of the grantor to force the grantee to participate in sales to third parties
6. Valuation Mechanism: Detailed procedures for determining fair market value if not based on third-party offer
7. Competition Law Compliance: Specific provisions ensuring compliance with competition laws
8. Confidentiality: Terms regarding confidential treatment of information exchanged
1. Schedule 1 - Description of Subject Matter: Detailed description of the asset(s) or rights subject to the ROFR, including any relevant registration numbers or identifying details
2. Schedule 2 - Existing Encumbrances: List of any existing rights, obligations or encumbrances affecting the subject matter
3. Schedule 3 - Notice Requirements: Detailed procedures and forms for giving notices under the agreement
4. Schedule 4 - Valuation Methodology: Detailed methodology for determining the purchase price if not based on third-party offer
5. Appendix A - Form of Exercise Notice: Template notice for exercising the right of first refusal
6. Appendix B - Form of Offer Notice: Template notice for informing the grantee of a trigger event
Authors
Real Estate
Commercial Property
Financial Services
Technology
Manufacturing
Retail
Mining
Agriculture
Professional Services
Entertainment
Healthcare
Education
Construction
Energy
Telecommunications
Transportation
Legal
Corporate Affairs
Compliance
Real Estate
Business Development
Finance
Risk Management
Operations
Commercial
Property Management
Investment
Mergers & Acquisitions
Executive Leadership
Strategy
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Corporate Lawyer
Property Manager
Real Estate Agent
Business Development Manager
Investment Manager
Company Secretary
Commercial Director
Property Developer
Compliance Officer
Risk Manager
Operations Manager
Merger & Acquisition Specialist
Contract Manager
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