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Right Of First Refusal Agreement Template for United Arab Emirates

A Right of First Refusal Agreement under UAE law is a legally binding contract that grants one party the right to be the first to enter into a business transaction with the other party before the latter can enter into that transaction with a third party. The agreement must comply with UAE Civil Code (Federal Law No. 5 of 1985) and related commercial regulations, ensuring enforceability within the UAE jurisdiction. The document establishes detailed procedures for exercising the right, including notification requirements, response periods, and pricing mechanisms, while incorporating specific UAE legal requirements for contract formation and execution.

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What is a Right Of First Refusal Agreement?

The Right of First Refusal Agreement is a strategic legal instrument commonly used in the United Arab Emirates for various commercial and property transactions. It is particularly relevant when parties wish to establish preferential rights in future dealings, whether for real estate acquisitions, company share transfers, or commercial asset sales. The document must align with UAE Civil Code requirements and may need to consider specific emirate-level regulations, particularly for real estate transactions. Typically used by businesses, investors, and property owners, this agreement provides detailed mechanisms for notification, pricing, and exercise of the right, while ensuring compliance with UAE commercial law principles. The agreement is especially valuable in protecting strategic interests in competitive markets and maintaining control over asset dispositions.

What sections should be included in a Right Of First Refusal Agreement?

1. Parties: Identification of all parties to the agreement, including full legal names, addresses, and registration details if companies

2. Background: Context of the agreement, relationship between parties, and purpose of the ROFR

3. Definitions: Key terms used throughout the agreement, including Asset, Offer Notice, Exercise Period, etc.

4. Grant of Right of First Refusal: Core provision establishing the ROFR and its scope

5. ROFR Process: Detailed procedure for how the ROFR operates, including notification requirements, time periods, and exercise mechanism

6. Purchase Price and Payment Terms: How the purchase price will be determined and payment conditions

7. Duration and Termination: Term of the ROFR and circumstances for termination

8. Notices: Format and method for all formal communications under the agreement

9. Governing Law and Jurisdiction: Specification of UAE law as governing law and relevant courts

10. General Provisions: Standard contractual provisions including entire agreement, amendments, waiver, etc.

What sections are optional to include in a Right Of First Refusal Agreement?

1. Registration Requirements: Required when the ROFR relates to real property and needs registration with relevant authorities

2. Competing Rights: Needed when there are other rights holders or potential conflicts with existing agreements

3. Assignment: Include when transfer of ROFR rights needs to be addressed

4. Confidentiality: Required when sensitive business information will be shared during the ROFR process

5. Tag-Along Rights: Include when shareholders' rights need to be protected in company share transfers

6. Dispute Resolution: Optional detailed dispute resolution procedure, including mediation steps before litigation

7. Force Majeure: Include when external events might affect the exercise of the ROFR

What schedules should be included in a Right Of First Refusal Agreement?

1. Description of Asset: Detailed description of the property or assets subject to the ROFR

2. Form of Offer Notice: Template for the formal notice triggering the ROFR

3. Form of Exercise Notice: Template for exercising the ROFR

4. Valuation Methodology: If applicable, detailed process for determining asset value

5. Required Approvals: List of necessary governmental or regulatory approvals

6. Existing Encumbrances: Schedule of any existing rights or restrictions affecting the asset

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Publisher

Ƶ

Document Type

Option Agreement

Cost

Free to use

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