Right of First Refusal Agreement
Basic Information
Date:
Grantor:
Grantor’s Address:
Grantee:
Grantee’s Address:
Property:
Term:
A.Grant
A.1.Grantor grants to Grantee a right of first refusal to acquire the Property.
A.2.During the Term, if Grantor receives an offer for the sale or other transfer of the Property or any portion thereof or interest therein for any form of consideration that Grantor wishes to accept, Grantor agrees to notify Grantee in writing before accepting the offer. The notice will state the identity of the proposed transferee and the complete terms of the proposed transfer. If the proposed consideration for the transfer is other than cash, the notice will also state the cash equivalent reasonably determined by the Grantor for the noncash consideration.
A.3.Grantee will have the right to purchase the Property on the terms set forth in Grantor’s notice by giving written notice to Grantor within [thirty/[number]] days following the receipt of Grantor’s notice. If Grantee affirmatively exercises such right, the Property will be transferred to Grantee, and Grantee will pay to Grantor the consideration on the terms set forth in the notice from Grantor.
A.4.If Grantee does not affirmatively exercise its right within the [thirty/[number]]-day period, Grantor may transfer the Property to the party and on the terms described in Grantor’s notice to Grantee within the [180/[number]]-day period following the expiration of the [thirty/[number]]-day period. If a transfer is not consummated within the [180/[number]]-day period, Grantor may not transfer the Property without again complying with the provisions of this Agreement. If Grantor wishes to effect a transfer on terms that are less favorable to Grantor than those described in Grantor’s notice, Grantor must repeat the process set forth in this Agreement by giving a new notice to Grantee setting forth the new terms. If Grantor timely consummates a transfer, this Agreement will automatically terminate when the Property is conveyed to the party named in Grantor’s notice to Grantee.
A.5.If an offer received by Grantor calls for delivery of a promissory note or other deferred payment obligation, the promissory note or other deferred payment obligation of Grantee will be deemed equivalent to those offered.
A.6.If any offer provides for noncash consideration, Grantee disputes Grantor’s determination of the value of the noncash consideration set forth in Grantor’s notice, and Grantor and Grantee cannot resolve the dispute within five business days after Grantee gives notice of the dispute to Grantor, the matter will be submitted to binding arbitration in [city], Texas, under the Commercial Arbitration Rules of the American Arbitration Association by a single arbitrator, and the determination of such arbitrator shall be binding on both parties. The [thirty/[number]]-day period for exercise of Grantee’s rights will be tolled during the period the arbitration proceeding is pending.
A.7.The rights granted in this Agreement expire at the end of the Term.
B.Transfers by Gift, Devise, Descent, or Otherwise without Consideration
If the Property is transferred by gift, devise, descent, or another transaction that does not involve the payment of consideration in any form, the provisions of this Agreement will be fully binding on the person acquiring title to the Property in that transaction.
C.Recordation
Grantee may record this Agreement or a memorandum of this Agreement in the real property records of [county] County, Texas. Grantee will, on request, execute and record a release of this Agreement following its expiration or termination.
D.Assignment
Grantee [may/may not] assign its rights under this Agreement.
E.Notices
Any notice required or permitted under this Agreement must be in writing. Any notice required by this Agreement will be deemed to be given (whether received or not) the earlier of receipt or three business days after being deposited with the United States Postal Service, postage prepaid, certified mail, return receipt requested, and addressed to the intended recipient at the address shown in this Agreement. Notice may be also given by regular mail, personal delivery, courier delivery, or e-mail and will be effective when received. Any address for notice may be changed by written notice given as provided herein.
[Name of grantor]
[Name of grantee]