The Right of First Refusal Agreement (ROFR) is a crucial document in Dutch business and property transactions, providing a structured framework for protecting parties' interests in potential future transactions. This agreement is commonly used in various contexts, including real estate transactions, share transfers, asset sales, and business partnerships. Under Dutch law, the ROFR must comply with specific requirements of the Burgerlijk Wetboek, particularly regarding contract formation, property rights, and commercial obligations. The document typically includes detailed provisions about the scope of the right, triggering events, notification procedures, exercise mechanisms, and pricing structures. It's particularly relevant in situations where parties want to maintain control over who can acquire certain assets or rights while ensuring fair market opportunities and transparent processes.
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1. Parties: Identification of the grantor (rights holder) and grantee (recipient of the right of first refusal), including full legal names and addresses
2. Background: Context of the agreement, relationship between parties, and purpose of granting the right of first refusal
3. Definitions: Key terms used throughout the agreement, including 'Subject Matter', 'Triggering Event', 'Exercise Period', and 'Offer Terms'
4. Grant of Right: Clear statement of the right of first refusal being granted and its scope
5. Subject Matter: Detailed description of the asset(s) or rights subject to the right of first refusal
6. Triggering Events: Specific circumstances that activate the right of first refusal
7. Notice Requirements: Procedures for notifying the grantee of triggering events and third-party offers
8. Exercise Procedure: Process and timeframe for exercising the right of first refusal
9. Purchase Price and Payment Terms: Determination of purchase price and payment conditions when right is exercised
10. Duration and Termination: Term of the agreement and circumstances for termination
11. Assignment and Transferability: Whether and how the right can be transferred or assigned
12. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes
13. Entire Agreement: Integration clause confirming the complete agreement between parties
1. Registration Rights: Required if the right of first refusal relates to real property and needs to be registered
2. Confidentiality: Include when sensitive information will be shared as part of the notification or exercise process
3. Tag-Along Rights: Optional provision allowing the grantee to participate in sales to third parties
4. Dispute Resolution: Alternative dispute resolution procedures if parties prefer arbitration or mediation
5. Force Majeure: Include when external events might affect the exercise of rights
6. Third Party Rights: Required if other parties have existing rights that might affect the right of first refusal
7. Costs and Expenses: Include when there's a need to specify who bears various costs related to the agreement
1. Description of Subject Matter: Detailed technical or legal description of the asset(s) subject to the right of first refusal
2. Notification Form: Template for formal notifications under the agreement
3. Exercise Notice: Template for exercising the right of first refusal
4. Valuation Methodology: If applicable, detailed procedures for determining the purchase price
5. Existing Encumbrances: List of any existing rights or restrictions affecting the subject matter
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