[{"data":1,"prerenderedAt":519},["ShallowReactive",2],{"document-waiver-of-right-of-first-refusal-D5158":3},{"document":4,"label":26,"preview":11,"thumb":27,"thumb600":28,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":29,"breadcrumb":33,"related":41,"customDescModule":179,"customdescription":6,"mdFm":180,"mdProseHtml":518},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":25},"WAIVER OF RIGHT OF FIRST REFUSAL TO : [COMPANY NAME] [ADDRESS] [CITY], [STATE/PROVINCE] Attn: [SPECIFY NAME, TITLE] ",null,"Waiver of Right of First Refusal","1",26,"doc","https://templates.business-in-a-box.com/imgs/1000px/waiver-of-right-of-first-refusal-D5158.png","https://templates.business-in-a-box.com/imgs/250px/5158.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5158.xml",{"title":6,"description":6},[16,19,22],{"label":17,"url":18},"Business Plan Kit","/templates/business-plan-kit/",{"label":20,"url":21},"Board of Directors","/templates/board-of-directors/",{"label":23,"url":24},"Shareholders & Investors","/templates/shareholders-investors/","waiver right first refusal","Waiver of Right of First Refusal Template","https://templates.business-in-a-box.com/imgs/400px/5158.png","https://templates.business-in-a-box.com/imgs/600px/5158.png",[30,16,19,22],{"label":31,"url":32},"Templates","/templates/",[34,35,38],{"label":31,"url":32},{"label":36,"url":37},"Legal Agreements","/templates/business-legal-agreements/",{"label":39,"url":40},"Transfers Terminations & Releases","/templates/transfers-terminations-and-releases/",[42,46,50,54,58,62,66,70,74,78,82,86,90,108,121,136,151,166],{"label":43,"url":44,"thumb":45,"extension":10},"Right of First Refusal Agreement","/template/right-of-first-refusal-agreement-D5157","https://templates.business-in-a-box.com/imgs/250px/5157.png",{"label":47,"url":48,"thumb":49,"extension":10},"Right of First Opportunity Agreement Commercialization","/template/right-of-first-opportunity-agreement-commercialization-D906","https://templates.business-in-a-box.com/imgs/250px/906.png",{"label":51,"url":52,"thumb":53,"extension":10},"Liability Waiver","/template/liability-waiver-D12884","https://templates.business-in-a-box.com/imgs/250px/12884.png",{"label":55,"url":56,"thumb":57,"extension":10},"Waiver and Consent","/template/waiver-and-consent-D927","https://templates.business-in-a-box.com/imgs/250px/927.png",{"label":59,"url":60,"thumb":61,"extension":10},"Exclusive Right to Sell","/template/exclusive-right-to-sell-D1174","https://templates.business-in-a-box.com/imgs/250px/1174.png",{"label":63,"url":64,"thumb":65,"extension":10},"Notice of Right of Rescission","/template/notice-of-right-of-rescission-D1217","https://templates.business-in-a-box.com/imgs/250px/1217.png",{"label":67,"url":68,"thumb":69,"extension":10},"Refusal of Rejection of Goods","/template/refusal-of-rejection-of-goods-D1118","https://templates.business-in-a-box.com/imgs/250px/1118.png",{"label":71,"url":72,"thumb":73,"extension":10},"First Supply Agreement","/template/first-supply-agreement-D1243","https://templates.business-in-a-box.com/imgs/250px/1243.png",{"label":75,"url":76,"thumb":77,"extension":10},"Responsibility Waiver Form","/template/responsibility-waiver-form-D14049","https://templates.business-in-a-box.com/imgs/250px/14049.png",{"label":79,"url":80,"thumb":81,"extension":10},"Release Of Liability Waiver","/template/release-of-liability-waiver-D12892","https://templates.business-in-a-box.com/imgs/250px/12892.png",{"label":83,"url":84,"thumb":85,"extension":10},"Commendation and Refusal of Request for Raise","/template/commendation-and-refusal-of-request-for-raise-D634","https://templates.business-in-a-box.com/imgs/250px/634.png",{"label":87,"url":88,"thumb":89,"extension":10},"Refusal of Request for Letter of Recommendation","/template/refusal-of-request-for-letter-of-recommendation-D496","https://templates.business-in-a-box.com/imgs/250px/496.png",{"description":91,"descriptionCustom":6,"label":92,"pages":93,"size":94,"extension":10,"preview":95,"thumb":96,"svgFrame":97,"seoMetadata":98,"parents":100,"keywords":106,"url":107},"GENERAL RELEASE AND SETTLEMENT AGREEMENT This General Release and Settlement Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [PLAINTIFF'S FULL NAME] (the \"Plaintiff\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [DEFENDANT FULL NAME] (the \"Defendant\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] on behalf of themselves, their respective heirs, executors, administrators, agents, and assignees (collectively \"Defendant\"). (Plaintiff and Defendant are referred to herein collectively as the \"Party\" or \"Parties.\") WHEREAS, a dispute has arisen between the Parties regarding the [ describe dispute briefly] (the \"Dispute\"); and, WHEREAS, Plaintiff has filed an action in court in the matter of [case number and index number], (the \"Litigation\"); and, WHEREAS, Plaintiff has complained of economic damages arising out of the Dispute, which are expressly denied by Defendant; and, WHEREAS, the Parties have agreed to resolve the Dispute and the Litigation; and, WHEREFORE, intending to be legally bound, the Parties hereby agree as follows: SETTLEMENT PAYMENT 1.1. Defendant shall pay Plaintiff a total of $ [AMOUNT]. 1.2. At the time of the Parties' signing of this Agreement, Defendant shall have sent by hand delivery a bank check in the amount of $ [AMOUNT] (the \"Settlement Payment\") to the office of Plaintiff's attorney, [PLAINTIFF'S ATTORNEY], by [DELIVERY DATE]. 1.3. After the delivery of the Settlement Payment, Plaintiff shall execute an original and one copy of this Agreement and send to Defendant. Defendant shall execute and return a fully executed original of this Agreement to Plaintiff's counsel. Within one court day of receiving such fully executed Agreement and payment, Plaintiff will file a Stipulation of Discontinuance with the [COURT]. MUTUAL RELEASE In consideration for the Settlement Payment described in paragraph 1 above and other good and valuable consideration, receipt of which is hereby acknowledged, Plaintiff does hereby release, acquit, and forever discharge Defendant from any and all actions, claims, demands, damages, obligations, liabilities, controversies and executions, of any kind or nature whatsoever, whether known or unknown, whether suspected or not, which have arisen, or may have arisen, or shall arise by reason of any matter, cause or thing whatsoever, from the first day of the world, including this day and each day hereafter, and Plaintiff does specifically waive any claim or right to assert any cause of action or alleged cause of action or claim or demand which has, through oversight or error, intentionally or unintentionally or through a mutual mistake, been omitted from this Release. Defendant does hereby release, cancel, forgive and forever discharge Plaintiff and each of her holding companies, subsidiaries, affiliates, divisions, successors, heirs, and assigns in all capacities whatsoever, including without limitation as an officer, director, employee, representative, designee, agent, and shareholder thereof, from all actions, claims, demands, damages, obligations, liabilities, controversies and executions, of any kind or nature whatsoever, whether known or unknown, whether suspected or not, which have arisen, or may have arisen, or shall arise by reason of any matter, cause or thing whatsoever, from the first day of the world, including this day and each day hereafter, and Defendant does specifically waive any claim or right to assert any cause of action or alleged cause of action or claim or demand which has, through oversight or error, intentionally or unintentionally or through a mutual mistake, been omitted from this Release. 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Addition of Terms: The following new clause is added to the Original Agreement as Clause [NUMBER]: [DETAILED DESCRIPTION OF THE NEW CLAUSE, INCLUDING ITS SCOPE, APPLICATION, AND HOW IT INTEGRATES WITH THE EXISTING CLAUSES].","Amendment Agreement","2","https://templates.business-in-a-box.com/imgs/1000px/amendment-agreement-D13872.png","https://templates.business-in-a-box.com/imgs/250px/13872.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13872.xml",{"title":116,"description":6},"amendment agreement",[118,119],{"label":36,"url":102},{"label":36,"url":102},"/template/amendment-agreement-D13872",{"description":122,"descriptionCustom":6,"label":123,"pages":124,"size":94,"extension":10,"preview":125,"thumb":126,"svgFrame":127,"seoMetadata":128,"parents":130,"keywords":129,"url":135},"SHAREHOLDERS AGREEMENT This Shareholders Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [FIRST SHAREHOLDER NAME] (the \"First Shareholder\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [SECOND SHAREHOLDER NAME] (the \"Second Shareholder\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [THIRD SHAREHOLDER NAME] (the \"Third Shareholder\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WITNESSETH: WHEREAS, the present distribution of shares of the Company is as follows: Name Number of Shares WHEREAS, in order to insure the harmonious and successful management and control of the Company, and to provide for an orderly and fair disposition of shares of common stock of the Company now or hereafter owned by any Shareholder; NOW, THEREFORE, in consideration of the mutual promises of the parties hereto, and intending to be legally bound, the parties hereby agree as follows: Definitions and organisation of the company \"Offering Shareholder\" means any Shareholder, or his personal representatives, heirs, administrators, and executors, as the case may be, who pursuant to this Agreement must or does offer all or any of his Shares to the Company or the Continuing Shareholders. \"Continuing Shareholders\" means all Shareholders other than an Offering Shareholder. \"Shares\" means shares of Common Stock of the Company now or hereafter owned by any Shareholder. \"Buyer\" means the Company or those Continuing Shareholders who purchase an Offering Shareholder's Shares pursuant to this Agreement. \"Management Shareholder\" means First Shareholder, Second Shareholder and Third Shareholder. ORGANISATION OF THE COMPANY The affairs of the Company will be managed by a board of [NUMBER] directors unless changed by a unanimous Directors' Resolution. The present directors of the Company are [DIRECTORS' NAMES]. It is agreed that [SHAREHOLDERS' NAMES] shall each be entitled to elect one director to the board of directors of the Company so long as each is a Shareholder. Two (2) directors shall constitute a quorum for the transaction of any business at any meeting of the board of directors. At all meetings of the board of directors, every motion to be carried must receive a majority of the votes cast, subject to the provisions of subparagraphs 2.4 and 2.5. Unless otherwise agreed, board meetings will be held at the head office of the Company. In the event that a nominee to the Board of one of the Shareholders shall fail to vote and act as a director to carry out the provisions of this agreement, then the shareholders agree to exercise their right as shareholders of the Company and in accordance with the Articles of the Company to remove such nominee from the Board and to elect in the place or stead thereof such individual who will use his/her best efforts to carry out the provisions of this agreement but only in the event that the Shareholder whose nominee has been removed fails to appoint a successor within a period of fourteen days from the date such nominee has been removed. The election, appointment and determination of officers and the auditors and advisors of the Company, the defining of their duties and functions and the salaries and remuneration to be paid to them will be a function of the board of directors. Until changed by the board of directors, the Officers of the Company and their annual salaries shall be: Office Held: Director: [NAME] [SALARY] Secretary: [NAME] [SALARY] All direct out-of-pocket expenses will be reimbursed provided these falls within guidelines set out by the Board of Directors from time to time. Until otherwise agreed, each officer of the Company will commit to spending his/her full time on the affairs of the Company. Until changed by the board of directors, the auditors and advisors of the Company shall be: Auditor: Legal Advisors: There shall be kept, in such bank or banks (including trust companies) as may be determined by the board of directors, bank accounts of the Company in which shall be deposited all monies received by the Company in the course of carrying on business from time to time. All payments on account of the Company shall be made by cheques drawn on the bank account and all cheques, drafts or other instruments drawn and made for the purposes of the business of the Company shall be executed by such directors, officers or employees as may from time to time be authorized so to do by the board of directors. Subject to paragraph 2.6, all decisions relating to the management and control of the business of the Company shall be determined by the board of directors of the Company, provided always that the following matters shall be determined by a Special Directors' Resolution: any capital expenditures greater than xxxx; any lease commitments greater than xxxx; the acquisition of any business interests by the Company; the elections of officers of the Company; the payment of any cash dividends or stock dividends to Shareholders of the Company; the issuance of any debt obligations of the Company; the disposal of the whole or any part of the business, undertaking, or assets of the Company outside the normal course of business of the Company the transfer of any shares of the Company; changes or variations in the objects or powers of the Company; the liquidation or winding up of the Company; the approval of any contracts or transactions outside the normal course of business; the execution of any contract involving a consideration greater than xxxx within the normal course of business; the lending of money by the Company; the guarantee by the Company of the debts or obligations of any other person, firm or body corporate; any non-budgeted expenditures greater than xxxx; business plan and/or budgets. The following decisions shall be determined by a Unanimous Directors' Resolution: alterations, variations or changes to the authorized or issued capital of the Company; the salaries and bonuses of officers and directors of the Company; the issue, redemption or purchase of any Shares; and changes in the number of directors of the Company The Shareholders may pledge any of their Shares as security for any borrowings by them provided the pledgee executes an agreement, in writing, providing that the pledgee shall be subject to all of the terms of this Agreement. The board of directors shall meet at least four times during each fiscal year of the Company. Any director can call a meeting provided 10 days notice is given. Notice may be waived. During the first year from the date of this agreement, the board of directors shall meet on a monthly basis. Directors may elect to attend a board meeting by telephone conference call. Each Shareholder shall, for so long as s/he is the owner of shares of the Company devote such of his/her business, time and energy as may be reasonably required to carry on the business of the Company and the Shareholder shall use his/her best efforts, skill and abilities to promote the interests of the Company. Each Shareholder agrees that he/she will not engage, without the consent of the other Shareholders, in a business which is directly competitive to that of the Company. Purchase for Investment","Shareholders Agreement","16","https://templates.business-in-a-box.com/imgs/1000px/shareholders-agreement-D1016.png","https://templates.business-in-a-box.com/imgs/250px/1016.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1016.xml",{"title":129,"description":6},"shareholders agreement",[131,132],{"label":36,"url":102},{"label":133,"url":134},"Incorporation Agreements","incorporation-agreement","/template/shareholders-agreement-D1016",{"description":137,"descriptionCustom":6,"label":138,"pages":139,"size":94,"extension":10,"preview":140,"thumb":141,"svgFrame":142,"seoMetadata":143,"parents":145,"keywords":144,"url":150},"Asset Purchase Agreement Your transaction description here. Table of Content 1. INTERPRETATION 5 1.1. Definitions 5 1.2. Extended Meanings 8 1.3. Interpretation Not Affected by Headings 8 1.4. Applicable Law 8 1.5. Funds 8 1.6. Financial Documents 8 1.7. Invalidity 9 1.8. Business Day 9 1.9. Preamble 9 2 PURCHASED ASSETS 9 2.1. Purchased Assets 9 2.2. Excluded Assets 10 2.3. Leases and Retention of Ownership Agreements 11 2.4. Removal of Purchased Assets 11 2.5. Forward Commitments 11 2.6. Assets Used in the Business 11 3. PURCHASE AND SALE 11 3.1. Purchase Price 11 3.2. Default 12 3.3. Balance of Price 12 3.4. Allocation of the Purchase Price 12 3.5. No Assumption of Liabilities 12 3.6. Payment of Taxes 13 3.7. Adjustments 13 3.8. Net Worth Adjustment 13 3.9. Disagreement Regarding Adjustment of Purchase Price 13 3.10. Escrow of Purchase Price 13 4. CLOSINGS AND CONDITIONS PRECEDENT TO THE SALE 14 4.1. Closing Date 14 4.2. Conditions Precedent to Closing in Favor of the Purchaser 14 4.3. Conditions Precedent to Closing in Favor of the Seller 17 4.4. Risk of Loss 17 4.5. Notification 18 5. REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE PURCHASER 18 5.1. Representations and Warranties of Seller 18 5.2. Representations and Warranties of the Purchaser 28 5.3. Survival 29 5.4. Indemnification of the Purchaser 29 5.5. Warranty Work 29 6. EMPLOYEES 30 6.1. List of Non-Unionized Employees 30 6.2. Employment to Non-Unionized Employees 30 6.3. Claims by Non-Unionized Employees 30 6.4. Pension Plan for Employees 30 6.5. Assumption of Collective Agreement 31 6.6. List of Unionized Employees 31 6.7. Offers to Unionized Employees 31 6.8. Short Term and Long-Term Disability 32 6.9. Benefit Plans 32 7. MUTUAL COOPERATION 32 7.1. Conduct of Business Prior to Closing 32 7.2. Access for Investigation Prior to Closing 32 7.3. Actions to Satisfy Closing Conditions 33 7.4. Transfer of Purchased Assets 33 7.5. Assistance in Judicial Claims 34 7.6. Collection of Receivables 34 7.7. Accounts Receivable 34 7.8. Differentiation of Products 35 8. MISCELLANEOUS 35 8.1. Successors and Assigns 35 8.2. Brokers 35 8.3. Legal Fees 35 8.4. Public Announcement 35 8.5. Entire Agreement 35 8.6. Notices 36 8.7. Time of Essence 36 8.8. Counterparts 36 9. GUARANTEE 36 9.1. Intervention of the Guarantor 36 9.2. Indulgence 37 9.3. Disability of Purchaser 37 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Purchaser\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [FIRST PART] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [SECOND PART] (the \"Seller\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Seller carries on the business of [NUMBER] WHEREAS the Seller has agreed to sell, and the Purchaser has agreed to purchase certain assets relating to the Business upon the terms and conditions set forth in this Agreement. NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS HEREIN CONTAINED AND OTHER GOOD AND VALUABLE CONSIDERATION, THE [COMPANY NAME] HERETO AGREE AS FOLLOWS: INTERPRETATION Definitions Unless the subject matter or context otherwise requires: \"Affiliate\" has the meaning ascribed to the term \"affiliated corporations\" in the [COUNTRY Business Corporations Act]. \"Associate\" has the meaning ascribed to the term \"associate\" in the [COUNTRY Business Corporations Act]. \"Balance of Price\" has the meaning ascribed thereto in Section 3.1.2. \"Books and Records\" means any books and records (originals or copies thereof) of Seller relating exclusively to the Business including, without limitation, books and records relating to the purchase materials and supplies, the manufacture, assembly and processing of products, sales of products, dealings with customers and franchises, invoices, customer lists, mailing lists, suppliers lists, trademarks and trade names, financial records, personnel records (to the extent permitted by law) and taxes (excluding Seller's income tax and other tax records unrelated to the Business). \"Business Day\" means any day excluding Saturday, Sunday and any other day which in [STATE/PROVINCE], [COUNTRY] is a legal holiday or a day on which financial institutions are authorized by law or by local proclamation to close. \"Claims\" means any demand, action, cause of action, damage, loss, cost, liability, expense or requirements, governmental or otherwise, including the cost of legal representation in respect thereof and any interest or penalty arising in connection therewith. \"Closing\" means the completion of the sale to and purchase by the Purchaser of the Purchased Assets under this Agreement by the transfer and delivery of documents of title thereto and the payment of the Purchase Price therefore in accordance with this Agreement. \"Closing Date\" has the meaning ascribed thereto at Section 4.1. \"Collective Agreement\" has the meaning ascribed thereto at Section 5.1.15. \"Employees\" has the meaning ascribed thereto at Section 5.1.15. \"Excluded Assets\" has the meaning ascribed thereto at Section 2.2. \"Goodwill\" has the meaning ascribed thereto in Subsection 2.1.12. \"Immovables\" has the meaning ascribed thereto in Subsection 2.1.4. \"Financial Statements\" means: the audited financial statements of the Seller relating to its Business for the fiscal periods ended [NUMBER] through [NUMBER] inclusive, consisting of a balance sheet, statements of income and retained earnings, statement of profits and losses, changes in financial position, auditor(s)' report and notes thereto; and the unaudited interim financial statements of the Seller relating to its Business for the interim fiscal period ended [NUMBER], consisting of a balance sheet, statements of income and retained earnings, statement of profits and losses, changes in financial position, auditor(s)' report and notes thereto; true and exact copies of which are attached as Schedule 1.1a) hereto. \"Inventories\" means any product held for sale by the Seller and any materials (including components, spare parts, raw materials, work-in-process, finished products, packaging), held by the Seller in connection with the manufacturing, processing, assembly and sale of products, whether or not located on the Seller's premises, on consignment to a third party or in possession of sub-contractors, in transit or in storage. \"Letter of Credit\" means the irrevocable letter of credit issued by the [Bank] to the Seller in the amount of [AMOUNT]. \"Liabilities\" means all the liabilities, debts and obligations of the Seller whether present or future, whether pertaining to the Business, the Purchased Assets or otherwise, including, without limiting the generality of the foregoing: Liabilities under any service, management or other contract entered into by the Seller; Liabilities under any plans, programs or arrangements of any kind with respect to benefits provided to each person employed by the Seller at the Closing Date; Any Liabilities for any accidents, breach of contract, delict and quasi-delict, occupational health and safety violations, and all other types of claims and lawsuits connected with or arising out of any matter, incident, occurrence of set of facts or circumstances prior to the Closing Date; Liabilities relating to defects of any product sold at any time by the Seller prior to the Closing Date;","Purchase Agreement","37","https://templates.business-in-a-box.com/imgs/1000px/purchase-agreement-D12670.png","https://templates.business-in-a-box.com/imgs/250px/12670.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12670.xml",{"title":144,"description":6},"purchase agreement",[146,147],{"label":36,"url":102},{"label":148,"url":149},"Purchase & Sale Agreements","purchase-sale-agreement","/template/purchase-agreement-D12670",{"description":152,"descriptionCustom":6,"label":153,"pages":154,"size":94,"extension":10,"preview":155,"thumb":156,"svgFrame":157,"seoMetadata":158,"parents":160,"keywords":159,"url":165},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":159,"description":6},"non disclosure agreement nda",[161,162],{"label":36,"url":102},{"label":163,"url":164},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":167,"descriptionCustom":6,"label":168,"pages":154,"size":94,"extension":10,"preview":169,"thumb":170,"svgFrame":171,"seoMetadata":172,"parents":174,"keywords":177,"url":178},"[DATE] [CONTACT NAME] [ADDRESS] [ADDRESS 2] [CITY, STATE/PROVINCE] [ZIP/POSTAL CODE] SUBJECT: LETTER OF INTENT-ACQUISITION OF BUSINESS Dear [CONTACT NAME]: This letter (\"Letter of Intent\") sets forth the basic preliminary terms between the Buyer or his nominee and yourselves regarding the purchase of the [SPECIFY] business (the \"Business\") carried on by yourselves. Except as specifically set forth herein, this Letter of Intent shall not constitute an agreement between the parties and no agreement shall be deemed to exist until execution of a definitive purchase agreement. It is proposed that Buyer will acquire certain assets of the Business which Buyer believes to be necessary to the future of the Business, including the warehouse in [CITY/STATE] in which [COMPANY NAME] the Company has invested [AMOUNT] in cash and which has been financed by a mortgage loan of approximately [AMOUNT] granted by the [SPECIFY COMPANY] [CITY/STATE]. Buyer understands that the said warehouse has no other charges or liabilities affecting it other than the said mortgage loan. Buyer may either purchase the warehouse outright or enter into a lease-purchase or instalment transfer of ownership which is satisfactory to both parties. The gross purchase price for the said warehouse will be [AMOUNT]. Buyer may purchase or lease barrels and other equipment currently owned by the Company which are necessary to operate the Business, on a cash or instalment basis agreeable to both parties. The specific assets to be purchased and the amounts to be paid by Buyer in connection with this transaction remain to be negotiated by the parties. This Letter of Intent also evidences the intentions of the parties with respect to the following agreements: Buyer will enter into a [NUMBER]-year employment agreement with [COMPANY NAME], providing for the Company will be responsible for the purchase of [SPECIFY] for Buyer. The agreement will contain the customary terms and conditions found in employment agreements in similar transactions and will provide for the usual non-competition and non-solicitation covenants to be entered into by the Company in favour of Buyer. It is expressly understood that if the contemplated transaction is consummated, the aggregate amount of commission paid or payable to yourselves (net of reasonable expenses acceptable to Buyer) in respect of all purchases of [SPECIFY] made through you from the date of this Letter of Intent to the date of closing, with the exception of commissions earned on the [NUMBER] truckloads of [SPECIFY] to be delivered to Buyer during the week of [DATE] to [DATE], will be applied against remuneration payable to the Company in the first year of his employment agreement. If the contemplated transaction is not consummated, all such commissions paid or payable will be treated as commissions. Buyer will enter into a [NUMBER]-year employment agreement with [EMPLOYEE NAME], providing for the payment of a gross base salary of [ANNUAL SALARY] per year, to be paid weekly, subject to annual review. [EMPLOYEE NAME] will be President of the Business and the employment agreement will provide for health benefits, automobile, expenses and bonus arrangements","Letter of Intent_Acquisition of Business","https://templates.business-in-a-box.com/imgs/1000px/letter-of-intent_acquisition-of-business-D5197.png","https://templates.business-in-a-box.com/imgs/250px/5197.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5197.xml",{"title":173,"description":6},"letter of intent_acquisition of business",[175,176],{"label":36,"url":102},{"label":36,"url":102},"letter intent_acquisition business","/template/letter-of-intent_acquisition-of-business-D5197",false,{"seo":181,"reviewer":194,"quick_facts":198,"at_a_glance":201,"personas":205,"variants":230,"glossary":255,"clauses":286,"how_to_fill":336,"common_mistakes":377,"faqs":402,"industries":430,"comparisons":447,"diy_vs_lawyer":460,"jurisdictions":473,"related_template_ids_curated":494,"schema":505,"classification":506},{"meta_title":182,"meta_description":183,"primary_keyword":184,"secondary_keywords":185},"Waiver of Right of First Refusal Template (Free Word)","Free waiver of right of first refusal template. Formally release a ROFR holder's priority purchase rights before a sale or transfer. Used in 190+ countries. Free Word and PDF download.","waiver of right of first refusal template",[186,187,188,189,190,191,192,193],"right of first refusal waiver","waiver of rofr template","waiver of first refusal agreement","right of first refusal release form","waiver of right of first refusal real estate","rofr waiver letter","right of first refusal waiver template word","release of right of first refusal",{"name":195,"credential":196,"reviewed_date":197},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":199,"legal_review_recommended":200,"signature_required":200},"medium",true,{"what_it_is":202,"when_you_need_it":203,"whats_inside":204},"A Waiver of Right of First Refusal is a signed legal document in which a party who holds a contractual right to purchase or acquire an asset before it is offered to third parties formally agrees to relinquish that right for a specific transaction. This free Word download lets you draft, edit, and export a clean, enforceable waiver as PDF in minutes — ready for signature before your deal closes.\n","Use it when you need a ROFR holder to step aside so a pending sale, transfer, or assignment can proceed without triggering their priority purchase right. Common triggers include real estate transactions, business equity transfers, and shareholder buyout negotiations.\n","Identification of the waiving party and the ROFR they hold, a clear description of the asset and the underlying agreement that created the right, the specific transaction being waived, representations of authority and voluntary consent, a release of claims, and governing law and signature blocks.\n",[206,210,214,218,222,226],{"title":207,"use_case":208,"icon_asset_id":209},"Real estate buyers and sellers","Clearing a tenant's or co-owner's ROFR before closing a property sale","persona-real-estate-professional",{"title":211,"use_case":212,"icon_asset_id":213},"Startup founders and shareholders","Releasing an investor's first-refusal right ahead of an equity transfer","persona-startup-founder",{"title":215,"use_case":216,"icon_asset_id":217},"Corporate M&A teams","Obtaining ROFR waivers from minority shareholders before an acquisition","persona-operations-director",{"title":219,"use_case":220,"icon_asset_id":221},"Business owners in partnerships","Allowing a partner to sell their interest without triggering partner ROFR","persona-small-business-owner",{"title":223,"use_case":224,"icon_asset_id":225},"Landlords and commercial property managers","Documenting a tenant's waiver of their lease-renewal or purchase ROFR","persona-landlord",{"title":227,"use_case":228,"icon_asset_id":229},"Franchise operators","Releasing a franchisor's right of first refusal on a territory resale","persona-franchise-applicant",[231,235,238,241,245,248,251],{"situation":232,"recommended_template":233,"slug":234},"Waiving a ROFR on a residential or commercial real estate sale","Waiver of Right of First Refusal (Real Estate)","waiver-of-right-of-first-refusal-D5158",{"situation":236,"recommended_template":237,"slug":234},"Releasing a shareholder's first-refusal right on equity transfer","Shareholder Right of First Refusal Waiver",{"situation":239,"recommended_template":240,"slug":234},"Tenant waiving a purchase option before property is sold to a third party","Tenant Right of First Refusal Waiver",{"situation":242,"recommended_template":243,"slug":244},"Permanently terminating a ROFR clause in a shareholder agreement","Amendment to Shareholder Agreement","amendment-agreement-D13872",{"situation":246,"recommended_template":43,"slug":247},"Granting — rather than waiving — a right of first refusal","right-of-first-refusal-agreement-D5157",{"situation":249,"recommended_template":250,"slug":234},"Releasing a party's right of first offer (softer variant of ROFR)","Waiver of Right of First Offer",{"situation":252,"recommended_template":253,"slug":254},"Documenting a general release of all claims tied to a prior agreement","General Release Agreement","general-release-and-settlement-agreement-D12554",[256,259,262,265,268,271,274,277,280,283],{"term":257,"definition":258},"Right of First Refusal (ROFR)","A contractual right entitling its holder to match any third-party offer and purchase an asset before the owner may sell it to someone else.",{"term":260,"definition":261},"ROFR Holder","The party who holds the contractual right of first refusal — typically a co-owner, tenant, investor, or shareholder named in the original agreement.",{"term":263,"definition":264},"Triggering Event","The specific action — usually a proposed sale, transfer, or assignment — that activates a right of first refusal and requires the holder to exercise or waive it.",{"term":266,"definition":267},"Waiver","A voluntary, written relinquishment of a known legal right; once signed, the waiving party generally cannot reassert that right for the transaction described.",{"term":269,"definition":270},"Underlying Agreement","The original contract — shareholder agreement, lease, purchase agreement, or partnership deed — that created the right of first refusal being waived.",{"term":272,"definition":273},"Right of First Offer (ROFO)","A related but weaker right requiring the owner to offer the asset to the holder before marketing it publicly, without obligating the holder to match a third-party price.",{"term":275,"definition":276},"Consideration","Something of value exchanged to make a contract enforceable; a waiver without consideration may be challenged as a gratuitous promise in some jurisdictions.",{"term":278,"definition":279},"Release of Claims","A clause in which the waiving party confirms they have no outstanding claims arising from the asset or the underlying agreement that could block the transaction.",{"term":281,"definition":282},"Specific Performance","A court remedy that compels a party to carry out the exact terms of a contract; a ROFR holder who was not properly waived may seek specific performance to enforce their right.",{"term":284,"definition":285},"Pre-emptive Right","A statutory or contractual right — sometimes equivalent to a ROFR — giving a party priority to acquire shares or assets before external parties, common in corporate legislation across multiple jurisdictions.",[287,292,297,302,307,311,316,321,326,331],{"name":288,"plain_english":289,"sample_language":290,"common_mistake":291},"Recitals and background","Identifies the parties, summarizes the underlying agreement that created the ROFR, and explains why the waiver is being given.","WHEREAS, [ROFR HOLDER NAME] ('Holder') holds a right of first refusal pursuant to Section [X] of that certain [AGREEMENT NAME] dated [DATE] between Holder and [OWNER NAME] ('Owner'), relating to [ASSET DESCRIPTION]; and WHEREAS, Owner proposes to transfer the Asset to [PROPOSED BUYER NAME] on the terms described herein;","Referencing the underlying agreement by a nickname or partial name rather than its full title and date — making it impossible to confirm which ROFR is being waived if multiple agreements exist.",{"name":293,"plain_english":294,"sample_language":295,"common_mistake":296},"Description of the asset","Precisely identifies the property, shares, or other asset to which the ROFR applies, using legal descriptions, certificate numbers, or registered addresses.","The Asset subject to this Waiver is [FULL LEGAL DESCRIPTION / SHARE CLASS AND CERTIFICATE NUMBERS / PROPERTY ADDRESS AND LOT NUMBER], as more particularly described in Exhibit A attached hereto.","Using a colloquial description like '100 shares in the company' instead of the specific share class, certificate numbers, and registered entity name — leaving ambiguity about exactly what rights are released.",{"name":298,"plain_english":299,"sample_language":300,"common_mistake":301},"Identification of the proposed transaction","Describes the specific sale, transfer, or assignment that triggered the ROFR, including the proposed buyer and the material terms (price, date, and conditions).","Owner proposes to sell and transfer the Asset to [BUYER NAME] ('Proposed Transferee') for a purchase price of $[AMOUNT], on terms set out in the Purchase Agreement dated [DATE], a copy of which is attached as Exhibit B.","Describing the transaction in vague terms. If the eventual deal deviates from the waived terms — price, buyer, or structure — the ROFR may revive, requiring a second waiver.",{"name":303,"plain_english":304,"sample_language":305,"common_mistake":306},"Waiver and release of ROFR","The operative clause in which the ROFR holder formally and unconditionally waives their right for this specific transaction.","Holder hereby irrevocably waives, releases, and relinquishes all rights under the [UNDERLYING AGREEMENT] to purchase or acquire the Asset in connection with the Proposed Transaction, and agrees not to assert, exercise, or enforce such rights against Owner or Proposed Transferee.","Using 'agrees not to exercise' without also including 'irrevocably waives' — the weaker formulation has been construed in some cases as a conditional promise rather than a binding release.",{"name":275,"plain_english":308,"sample_language":309,"common_mistake":310},"States what the ROFR holder receives in exchange for granting the waiver — cash, mutual releases, acknowledgment of other rights, or nominal consideration — to support enforceability.","In consideration of $[AMOUNT] and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Holder agrees to the terms of this Waiver.","Omitting consideration entirely. In jurisdictions that apply strict contract principles, a gratuitous waiver with no consideration may be voidable, exposing the transaction to challenge.",{"name":312,"plain_english":313,"sample_language":314,"common_mistake":315},"Representations and warranties of the holder","The ROFR holder confirms they have authority to sign, that the right being waived is the only ROFR they hold on the asset, and that no other person shares or has been assigned the right.","Holder represents and warrants that: (a) Holder has full authority to execute this Waiver; (b) the ROFR is solely held by Holder and has not been assigned or transferred; and (c) no third party has any claim to the ROFR that would impair the validity of this Waiver.","Skipping representations when the ROFR holder is an entity rather than an individual. Without authority representations, a corporate officer may sign without board approval, leaving the waiver challengeable.",{"name":317,"plain_english":318,"sample_language":319,"common_mistake":320},"Scope and limitations of waiver","Clarifies whether the waiver is transaction-specific or covers all future exercises, and confirms it does not affect any other rights the holder may have under the underlying agreement.","This Waiver applies solely to the Proposed Transaction described herein and does not constitute a waiver of any other rights of Holder under the [UNDERLYING AGREEMENT] or applicable law, including any ROFR that may arise upon a subsequent proposed transfer of the Asset.","Drafting the scope clause so broadly that it inadvertently waives rights the holder intended to keep — such as other sections of the shareholder agreement or rights tied to future transactions.",{"name":322,"plain_english":323,"sample_language":324,"common_mistake":325},"Release of claims","The ROFR holder confirms they have no pending claims or disputes arising from the ROFR, the underlying agreement, or the asset that could cloud title or block the transaction.","Holder hereby releases and discharges Owner and Proposed Transferee from any and all claims, demands, or causes of action arising out of or relating to the ROFR or the [UNDERLYING AGREEMENT], whether known or unknown, as of the date of this Waiver.","Using an overly broad release that covers claims unrelated to the ROFR — such as unpaid dividends or loan obligations — which are separate matters the holder may legitimately need to pursue.",{"name":327,"plain_english":328,"sample_language":329,"common_mistake":330},"Governing law and jurisdiction","Specifies which jurisdiction's laws govern the waiver and where disputes will be resolved — should match the governing law of the underlying agreement.","This Waiver shall be governed by and construed in accordance with the laws of [STATE / PROVINCE / COUNTRY], without regard to conflicts-of-law principles. Any dispute arising hereunder shall be resolved exclusively in the courts of [JURISDICTION].","Choosing a governing law that differs from the underlying agreement's governing law. Conflicting jurisdictions create ambiguity about which law controls the interpretation of the original ROFR.",{"name":332,"plain_english":333,"sample_language":334,"common_mistake":335},"Signature and execution block","Provides dated signature lines for the ROFR holder (and, where required, the asset owner and proposed buyer), confirming voluntary execution with full knowledge of the right being waived.","IN WITNESS WHEREOF, the undersigned has executed this Waiver as of [DATE]. [ROFR HOLDER NAME] By: ___________________ Name: [NAME] Title: [TITLE] Date: [DATE]","Having only the ROFR holder sign when the proposed buyer or title company requires all parties' signatures for the transaction file — causing closing delays.",[337,342,347,352,357,362,367,372],{"step":338,"title":339,"description":340,"tip":341},1,"Identify the underlying agreement and locate the ROFR clause","Pull the original contract that created the right of first refusal — shareholder agreement, lease, purchase agreement, or partnership deed. Note the exact section number, the parties named, and any conditions or time limits on the right.","If the underlying agreement has been amended, confirm you are working from the most recent version — amendments may have altered the ROFR's scope or duration.",{"step":343,"title":344,"description":345,"tip":346},2,"Fill in the parties' full legal names and roles","Enter the ROFR holder's full legal name (or registered entity name), the asset owner's legal name, and the proposed buyer's name. Use the same names as they appear in the underlying agreement.","For corporate holders, confirm the entity's exact registered name from a corporate registry search — misspellings or abbreviated names can invalidate the waiver.",{"step":348,"title":349,"description":350,"tip":351},3,"Describe the asset precisely","Insert a full legal description of the asset — registered property address and lot number for real estate, or share class, certificate numbers, and registered company name for equity. Attach the description as Exhibit A if it is lengthy.","For real estate, copy the legal description verbatim from the title deed rather than paraphrasing — any variation can create a title defect.",{"step":353,"title":354,"description":355,"tip":356},4,"Describe the proposed transaction in specific terms","State the proposed buyer's name, the agreed purchase price, and the key terms of the transaction. Attach a copy of the relevant purchase agreement or term sheet as Exhibit B so the scope of the waiver is unambiguous.","If the price or buyer changes between signing the waiver and closing, obtain a new waiver — a ROFR may revive if material terms deviate from those disclosed.",{"step":358,"title":359,"description":360,"tip":361},5,"State the consideration for the waiver","Enter the amount or description of what the ROFR holder receives in exchange. Even nominal consideration ($1.00 and mutual goodwill) is better than none, and preserves enforceability in strict consideration jurisdictions.","In commercial transactions, it is common to tie consideration to a portion of the sale proceeds or a flat fee negotiated at the time of the waiver.",{"step":363,"title":364,"description":365,"tip":366},6,"Confirm the scope — transaction-specific or broader","Decide whether the waiver applies only to this transaction or to all future exercises of this ROFR. For most situations, a transaction-specific waiver is safer — it does not inadvertently extinguish the holder's rights in future deals.","If the parties intend to permanently remove the ROFR, use an amendment to the underlying agreement rather than a broadly scoped waiver.",{"step":368,"title":369,"description":370,"tip":371},7,"Obtain authorized signatures before closing","Have the ROFR holder sign — and, if required by the title company or transaction counsel, have the owner and buyer counter-sign. For corporate entities, confirm board or officer authorization before execution.","Deliver the executed waiver to escrow or the closing agent at least 48 hours before the scheduled closing date to allow title review.",{"step":373,"title":374,"description":375,"tip":376},8,"Retain executed copies and update your records","Distribute fully executed copies to all parties and store the waiver alongside the underlying agreement in your contract management system. For real estate, confirm whether the waiver needs to be recorded with the county or land registry.","Some jurisdictions require a recorded waiver to clear title — check with a title officer or real estate attorney before assuming the signed copy alone is sufficient.",[378,382,386,390,394,398],{"mistake":379,"why_it_matters":380,"fix":381},"Imprecise description of the asset being waived","A vague asset description — 'the property on Main Street' or 'the company shares' — creates ambiguity about exactly which ROFR was released, giving the holder grounds to argue the waiver does not cover the specific transaction.","Use the full legal description from the title deed or the exact share class, certificate numbers, and registered entity name. Attach a formal exhibit if the description is long.",{"mistake":383,"why_it_matters":384,"fix":385},"Failing to reference the specific underlying agreement","If a party holds ROFR rights under multiple agreements, a waiver that does not name the exact document and section number may not extinguish the intended right — leaving the transaction exposed to a challenge under a different agreement.","Cite the underlying agreement by its full name, date, and relevant section, and confirm no other agreement creates a parallel ROFR on the same asset.",{"mistake":387,"why_it_matters":388,"fix":389},"No consideration recited","Courts in several jurisdictions — including many Canadian provinces and UK common law — may treat a waiver with no stated consideration as a gratuitous promise that can be revoked before it is acted upon.","Include at least nominal consideration ($1.00 or a mutual acknowledgment of benefit) and confirm receipt in the consideration clause.",{"mistake":391,"why_it_matters":392,"fix":393},"Waiver signed after the triggering event has elapsed","Most ROFR clauses require the holder to exercise or waive within a set notice period — typically 15 to 30 days. A waiver signed after that window may be legally irrelevant because the right has already lapsed or, worse, been deemed exercised by default.","Identify the notice period in the underlying agreement immediately upon the triggering event and obtain the signed waiver before that deadline expires.",{"mistake":395,"why_it_matters":396,"fix":397},"Using the same waiver for a materially changed transaction","If the purchase price, buyer, or key conditions of the proposed transaction change after the waiver is signed, courts in most jurisdictions hold that the ROFR revives — requiring a fresh waiver that reflects the new terms.","If any material term changes before closing, obtain a new, updated waiver referencing the revised transaction details.",{"mistake":399,"why_it_matters":400,"fix":401},"Not confirming corporate authority for entity signatories","A waiver signed by an officer without board authorization may be voidable by the entity, unwinding the transaction at the worst possible moment — typically just before or after closing.","For any corporate ROFR holder, obtain and attach a board resolution or certified officer's certificate confirming authority to execute the waiver before the closing date.",[403,406,409,412,415,418,421,424,427],{"question":404,"answer":405},"What is a waiver of right of first refusal?","A waiver of right of first refusal is a signed legal document in which a party who holds a contractual priority purchase right formally agrees to give it up for a specific transaction. Without this waiver, the ROFR holder's right remains active, and a sale or transfer made without their consent may be voidable or give rise to a claim for specific performance. The waiver clears the path for the proposed transaction to proceed.\n",{"question":407,"answer":408},"When do I need a right of first refusal waiver?","You need one whenever a sale, transfer, or assignment of an asset would otherwise trigger an existing right of first refusal. Common situations include selling real estate where a tenant or co-owner holds a ROFR, transferring shares in a private company subject to a shareholder agreement, assigning a partnership interest, or reselling a franchise territory. Failing to obtain the waiver before closing can cloud title, delay financing, or expose the transaction to legal challenge.\n",{"question":410,"answer":411},"Is a waiver of right of first refusal legally binding?","Yes — when properly executed, it is generally enforceable as a binding contract. Enforceability depends on the waiver being in writing, signed by the holder with authority, supported by consideration, and delivered before the ROFR's notice period expires. A waiver that lacks consideration or is signed after the triggering deadline may be challenged. Legal review is recommended for high-value or complex transactions.\n",{"question":413,"answer":414},"What is the difference between a right of first refusal and a right of first offer?","A right of first refusal requires the owner to present any third-party offer to the ROFR holder, who may then match it and acquire the asset. A right of first offer requires the owner to offer the asset to the holder before marketing it externally, but the holder need only meet the owner's asking price — not a third-party bid. A ROFR is generally stronger for the holder; a ROFO is generally easier for the owner to work around. Both require a formal waiver if the holder chooses not to exercise.\n",{"question":416,"answer":417},"Does a waiver of ROFR need to be recorded with a government office?","It depends on the jurisdiction and asset type. For real estate, some jurisdictions require the waiver to be recorded with the county recorder or land registry to provide constructive notice to subsequent purchasers and title insurers. For share transfers, the waiver is typically held in the corporate minute book rather than recorded publicly. Confirm recording requirements with a title officer or local counsel before closing.\n",{"question":419,"answer":420},"Can a right of first refusal waiver be revoked after it is signed?","Generally no — a properly executed, consideration-supported waiver is irrevocable once delivered. However, if the transaction's material terms change after the waiver is signed, the ROFR may revive in most jurisdictions, effectively rendering the earlier waiver inapplicable to the modified deal. Always obtain a fresh waiver if price, buyer, or structure changes before closing.\n",{"question":422,"answer":423},"Who should sign a waiver of right of first refusal?","The ROFR holder must always sign. Depending on the transaction and the requirements of title insurers, escrow agents, or the other parties, the asset owner and proposed buyer may also be asked to counter-sign. For corporate holders, the signatory must have documented authority — either as an officer with board authorization or as directed by a board resolution attached to the waiver.\n",{"question":425,"answer":426},"What happens if a sale proceeds without obtaining a ROFR waiver?","The ROFR holder may seek to void the transaction, obtain specific performance (a court order requiring the asset to be sold to them on the same terms), or claim damages for the lost opportunity. Title insurers will typically refuse to insure a transaction where a known ROFR was not properly waived, which can block mortgage financing and delay or collapse the deal entirely.\n",{"question":428,"answer":429},"Do I need a lawyer to prepare a waiver of right of first refusal?","For straightforward, lower-value transactions, a well-drafted template is often sufficient. Legal review is recommended when the transaction involves high-value real estate or equity, when the ROFR is held by multiple parties, when the underlying agreement contains complex exercise conditions, or when the deal crosses jurisdictional lines. A one-hour attorney review ($300–$600) is low cost relative to the risk of a defective waiver unwinding a significant transaction.\n",[431,435,439,443],{"industry":432,"icon_asset_id":433,"specifics":434},"Real Estate","industry-real-estate","Tenant and co-owner ROFRs must be formally waived before escrow can close; title insurers routinely require a recorded waiver as a condition of coverage.",{"industry":436,"icon_asset_id":437,"specifics":438},"Private Equity and Venture Capital","industry-fintech","Shareholder agreements in VC-backed companies routinely include investor ROFRs on secondary share sales; waivers are collected from all ROFR holders as a standard M&A closing condition.",{"industry":440,"icon_asset_id":441,"specifics":442},"Franchising","industry-retail","Franchise agreements commonly give the franchisor a ROFR on territory resales; operators must obtain a formal waiver before any approved transfer to a new franchisee can be recorded.",{"industry":444,"icon_asset_id":445,"specifics":446},"Professional Services Partnerships","industry-professional-services","Partnership and LLP agreements in law, accounting, and consulting firms often include partner ROFRs on ownership interest transfers; waivers are required before a departing partner's interest can be sold to an outside buyer.",[448,451,454,457],{"vs":43,"vs_template_id":449,"summary":450},"","A right of first refusal agreement creates the priority purchase right in the first place, granting one party the ability to match any third-party offer on an asset. A waiver of right of first refusal extinguishes or suspends that right for a specific transaction. You need the agreement to establish the right; you need the waiver to clear it when a deal is ready to close.",{"vs":253,"vs_template_id":452,"summary":453},"general-release-agreement-D191","A general release broadly discharges all claims between two parties arising from a relationship or transaction — it covers far more than a single ROFR. A ROFR waiver is narrowly targeted at releasing one specific priority purchase right for one specific transaction. Use a general release when unwinding an entire business relationship; use a ROFR waiver when you only need to clear a priority purchase right.",{"vs":243,"vs_template_id":455,"summary":456},"shareholders-agreement-amendment-D13204","An amendment to a shareholder agreement permanently modifies or removes a ROFR clause for all future transactions and all parties. A ROFR waiver releases the right for a single, described transaction without altering the underlying agreement. Use an amendment when you want to eliminate the ROFR permanently; use a waiver when you only need to clear one deal while leaving the right intact for the future.",{"vs":458,"vs_template_id":449,"summary":459},"Option Agreement","An option agreement grants one party the unilateral right to purchase an asset at a set price within a defined window — a proactive purchase right. A right of first refusal is a reactive right that is only triggered by a third-party offer. A ROFR waiver releases the reactive right; an option agreement creates a separate, proactive one. They are not interchangeable and serve fundamentally different strategic purposes.",{"use_template":461,"template_plus_review":465,"custom_drafted":469},{"best_for":462,"cost":463,"time":464},"Single-asset transactions with one ROFR holder, straightforward terms, and a clearly identified underlying agreement","Free","15–30 minutes",{"best_for":466,"cost":467,"time":468},"Real estate closings over $500K, equity transfers in funded startups, or ROFR holders that are corporate entities requiring authority confirmation","$300–$600","1–2 days",{"best_for":470,"cost":471,"time":472},"Multi-party ROFR structures, cross-border transactions, or M&A deals where ROFR waivers are one of multiple closing conditions","$1,000–$3,500+","3–7 days",[474,479,484,489],{"code":475,"name":476,"flag_asset_id":477,"note":478},"us","United States","flag-us","ROFR enforceability and waiver requirements are governed by state law, which varies significantly. In California, ROFRs in real estate are subject to strict notice periods under Civil Code §880.020 et seq., and unexercised rights may expire by statute. For corporate equity, Delaware courts apply a contractual analysis — the waiver must match the terms of the triggering transaction exactly. Some states require a recorded waiver to clear real property title; confirm with a local title officer.",{"code":480,"name":481,"flag_asset_id":482,"note":483},"ca","Canada","flag-ca","ROFR and pre-emptive rights in Canadian shareholder agreements are governed by provincial corporate statutes (e.g., the Ontario Business Corporations Act or the Canada Business Corporations Act). Waivers for real property transactions may need to be executed under seal in some provinces to be enforceable without consideration. In Quebec, civil law principles apply — the waiver must be clear and unambiguous, and consideration principles differ from common law provinces.",{"code":485,"name":486,"flag_asset_id":487,"note":488},"uk","United Kingdom","flag-uk","In the UK, ROFRs in articles of association or shareholder agreements are common and are enforceable as contract terms. A waiver must be in writing and, for property transactions, should be executed as a deed to be fully enforceable without separate consideration. The Companies Act 2006 governs pre-emption rights on share issuances, though contractual ROFRs on share transfers are regulated by the relevant shareholders' agreement rather than statute.",{"code":490,"name":491,"flag_asset_id":492,"note":493},"eu","European Union","flag-eu","Pre-emptive rights and rights of first refusal in EU member states are governed by a combination of national corporate law and contract law, with no single EU-wide standard for private company ROFRs. Germany, France, and the Netherlands each have distinct statutory pre-emption regimes for both real estate and corporate equity. GDPR considerations arise when the waiver process involves exchanging identifying financial information about the proposed buyer across borders. Always confirm local law requirements with counsel in the relevant member state.",[254,244,495,496,497,498,499,500,501,502,503,504],"shareholders-agreement-D1016","purchase-agreement-D12670","non-disclosure-agreement-nda-D12692","letter-of-intent_acquisition-of-business-D5197","assignment-agreement-D12542","partnership-agreement-D12551","buy-sell-agreement-D12611","option-agreement-D13226","joint-venture-agreement-D889","certificate-of-corporate-resolution-D3",{"emit_how_to":200,"emit_defined_term":200},{"primary_folder":102,"secondary_folder":507,"document_type":508,"industry":509,"business_stage":510,"tags":511,"confidence":517},"transfers-terminations-and-releases","agreement","general","all-stages",[512,513,514,515,516],"legal","contract","waiver","right-of-first-refusal","asset-transfer",0.92,"\u003Ch2>What is a Waiver of Right of First Refusal?\u003C/h2>\n\u003Cp>A \u003Cstrong>Waiver of Right of First Refusal\u003C/strong> is a signed legal document in which a party holding a contractual priority purchase right — known as a right of first refusal, or ROFR — formally agrees to relinquish that right so a specific sale, transfer, or assignment can proceed to a third-party buyer. The ROFR itself is typically embedded in a shareholder agreement, commercial lease, real estate purchase agreement, or partnership deed, giving the holder the ability to match any third-party offer and acquire the asset before the owner can sell it to someone else. When the owner receives an acceptable offer and the ROFR holder chooses not to exercise their right, this waiver documents that decision in binding, enforceable terms. Without it, the holder's right remains legally active and can be used to challenge or unwind a closed transaction.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Proceeding with a sale or equity transfer without a formal ROFR waiver exposes every party to the transaction to serious legal and financial risk. Title insurers will typically refuse to issue coverage on real property where a known, unwaived ROFR exists — which means mortgage lenders will not fund and the deal cannot close. In corporate transactions, a minority shareholder or investor who was not properly waived can seek specific performance in court, potentially forcing the asset to be sold to them rather than the intended buyer on the same terms. Even where a ROFR holder has verbally agreed not to exercise, that agreement is unenforceable without a signed written waiver in virtually every common law jurisdiction. This template gives you a clear, structured document that records the waiving party's identity, the asset, the specific transaction, and the consideration exchanged — closing every evidentiary gap that could otherwise stall your deal or attract litigation after the fact.\u003C/p>\n",1781186021325]