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First Refusal Agreement
"I need a First Refusal Agreement for my commercial property in Toronto, granting my current tenant the right to purchase the building before I can sell it to any third party, with the right expiring on December 31, 2025."
1. Parties: Identification of the grantor (party giving the right) and grantee (party receiving the right)
2. Background: Context of the agreement, relationship between parties, and basic premise for the right of first refusal
3. Definitions: Key terms used throughout the agreement, including 'Offer', 'Notice Period', 'Subject Matter', 'Trigger Event'
4. Grant of Right: Clear statement of the right of first refusal being granted and its scope
5. Subject Matter: Detailed description of the property, shares, or assets subject to the right
6. Trigger Events: Specific circumstances that activate the right of first refusal
7. Notice Requirements: Process for notifying the grantee of trigger events and third-party offers
8. Exercise Procedure: Steps and timeframes for exercising the right of first refusal
9. Purchase Price and Payment Terms: How the purchase price will be determined and payment conditions
10. Term and Termination: Duration of the agreement and circumstances for termination
11. General Provisions: Standard clauses including governing law, notices, amendments, and assignment
1. Valuation Mechanism: Used when the agreement requires specific methods for determining fair market value
2. Right of Inspection: Include when the subject matter requires physical inspection before exercise of rights
3. Confidentiality: Include when sensitive business information will be shared
4. Tag-Along Rights: Include for corporate share transactions to protect minority shareholders
5. Financing Conditions: Include when the grantee may require time to secure financing
6. Registration Rights: Include for real estate transactions where the right should be registered on title
7. Competition Law Compliance: Include when the transaction size could trigger competition law concerns
8. Tax Provisions: Include when there are specific tax implications that need to be addressed
1. Description of Subject Matter: Detailed technical description of property/assets/shares subject to the agreement
2. Form of Notice: Template for notification of trigger events and third-party offers
3. Exercise Notice: Template for exercising the right of first refusal
4. Valuation Procedures: Detailed procedures for determining fair market value if applicable
5. Permitted Encumbrances: List of acceptable encumbrances on the subject matter
6. Required Consents: List of third-party consents required for transfer
Authors
Real Estate
Commercial Property
Retail
Manufacturing
Technology
Professional Services
Family Business
Agriculture
Mining
Oil & Gas
Healthcare
Hospitality
Financial Services
Construction
Entertainment
Legal
Corporate Development
Real Estate
Mergers & Acquisitions
Business Development
Finance
Strategy
Commercial Operations
Property Management
Risk Management
Compliance
Investment
Chief Executive Officer
Chief Legal Officer
General Counsel
Real Estate Manager
Property Developer
Business Development Director
Corporate Lawyer
Mergers & Acquisitions Director
Investment Manager
Commercial Property Manager
Business Owner
Franchise Manager
Legal Counsel
Contract Manager
Corporate Secretary
Chief Financial Officer
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