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First Refusal Agreement
"I need a First Refusal Agreement under Saudi law for a commercial real estate property in Riyadh, where my company will have the right to purchase the property before any third party if the current owner decides to sell within the next 5 years, with a maximum exercise period of 30 days."
1. Parties: Identification of all parties to the agreement, including full legal names and addresses
2. Background: Context of the agreement and relationship between the parties
3. Definitions: Key terms used throughout the agreement
4. Grant of Right of First Refusal: Core provision establishing the right of first refusal and its scope
5. Trigger Events: Specific circumstances that activate the right of first refusal
6. Notice Requirements: Procedures for notifying the right holder of trigger events
7. Exercise Process: Steps and timeframes for exercising the right of first refusal
8. Purchase Price and Payment Terms: Determination of price and payment conditions when right is exercised
9. Term and Termination: Duration of the agreement and circumstances for termination
10. Confidentiality: Obligations regarding confidential information
11. Governing Law and Jurisdiction: Specification of Saudi law as governing law and jurisdiction for disputes
12. General Provisions: Standard boilerplate clauses including amendments, notices, and severability
1. Asset-Specific Provisions: Additional terms specific to particular types of assets (e.g., real estate, shares, intellectual property)
2. Third Party Rights: Provisions addressing the rights of third parties, used when other stakeholders may be affected
3. Regulatory Compliance: Specific compliance requirements, included when the subject matter is regulated
4. Assignment: Terms governing transfer of rights, included when assignability is relevant
5. Force Majeure: Provisions for unforeseen circumstances, included for long-term agreements
6. Anti-corruption Provisions: Compliance with anti-corruption laws, included for high-value transactions
7. Shariah Compliance Declaration: Explicit statement of Shariah compliance, included when required by parties or financing
1. Schedule 1 - Asset Description: Detailed description of assets subject to the right of first refusal
2. Schedule 2 - Notice Forms: Template forms for various notices required under the agreement
3. Schedule 3 - Pricing Mechanism: Detailed methodology for determining purchase price
4. Schedule 4 - Permitted Transfers: List of transfers exempt from the right of first refusal
5. Schedule 5 - Related Agreements: List of other agreements affecting the right of first refusal
6. Appendix A - Power of Attorney: Standard form of power of attorney for exercising rights
7. Appendix B - Compliance Certificates: Required regulatory or Shariah compliance certificates
Authors
Acceptance Notice
Acceptance Period
Affiliate
Asset
Business Day
Closing
Closing Date
Confidential Information
Consideration
Effective Date
Exercise Notice
Exercise Period
Exercise Price
Fair Market Value
First Refusal Right
Force Majeure Event
Governmental Authority
Grantor
Law
Material Adverse Change
Notice
Offer
Offer Notice
Offer Period
Offered Terms
Party/Parties
Permitted Transfer
Purchase Price
Related Party
Right Holder
SAR
Sale Transaction
Sharia
Subject Matter
Term
Third Party
Third Party Offer
Transfer
Trigger Event
Valuation
Working Hours
Interpretation
Grant of Rights
Scope of Rights
Exercise Process
Notice Requirements
Price Determination
Payment Terms
Conditions Precedent
Representations and Warranties
Covenants
Term and Duration
Termination
Assignment
Confidentiality
Force Majeure
Governing Law
Dispute Resolution
Severability
Entire Agreement
Amendment
Waiver
Costs and Expenses
Notices
Third Party Rights
Counterparts
Language
Compliance with Law
Shariah Compliance
Further Assurance
Time of Essence
Relationship of Parties
Real Estate
Manufacturing
Technology
Energy
Retail
Healthcare
Financial Services
Construction
Agriculture
Mining
Telecommunications
Family Business
Professional Services
Legal
Commercial
Compliance
Corporate Development
Real Estate
Mergers & Acquisitions
Business Development
Risk Management
Investment
Executive Leadership
Property Management
Legal Counsel
Corporate Lawyer
Business Development Manager
Chief Executive Officer
Chief Legal Officer
Commercial Director
Property Manager
Investment Manager
Compliance Officer
Contract Manager
Real Estate Director
Mergers & Acquisitions Manager
General Counsel
Company Secretary
Risk Manager
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