{"ok":true,"canonical_url":"https://dealroom.so/glossary/rights-of-first-refusal","api_url":"https://dealroom.so/api/public/glossary/rights-of-first-refusal","data_freshness":{"sba_records_through":"2026-05-31","fdic_records_through":"2026-03-31","dealroom_last_updated":"2026-06-15","timezone":"America/Chicago"},"source_summary":["Public SBA 7(a) loan records","FDIC institution data","DealRoom lender and franchise enrichment"],"term":{"slug":"rights-of-first-refusal","term":"Rights of first refusal","group":"Doing the deal","definition":"This is a contractual right giving a specific party the option to buy an asset or property before it can be offered to others. It can impact your ability to acquire certain assets or real estate.","what_it_means":"During due diligence, check for any ROFRs in existing leases or partnership agreements, especially concerning commercial real estate or key intellectual property. If a ROFR exists, the holder must be given the chance to match your offer before you can proceed. Ensure these are waived or properly addressed to prevent deal complications.","url":"https://dealroom.so/glossary/rights-of-first-refusal","official_sources":[],"related":[{"slug":"lease-agreement","term":"Lease agreement","url":"https://dealroom.so/glossary/lease-agreement"},{"slug":"due-diligence","term":"Due diligence","url":"https://dealroom.so/glossary/due-diligence"},{"slug":"asset-purchase","term":"Asset purchase","url":"https://dealroom.so/glossary/asset-purchase"},{"slug":"non-compete","term":"Non-compete","url":"https://dealroom.so/glossary/non-compete"}],"related_questions":[{"question":"Can an SBA 7(a) loan finance the purchase of intellectual property rights from a third party?","url":"https://dealroom.so/sba-7a/questions/can-an-sba-7-a-loan-finance-the-purchase-of-intellectual-property-rights-from-a-third-part"},{"question":"Will the seller's refusal to provide certain financial documents jeopardize my SBA loan approval?","url":"https://dealroom.so/sba-7a/questions/will-the-seller-s-refusal-to-provide-certain-financial-documents-jeopardize-my-sba-loan-ap"},{"question":"What if the seller of the business insists on receiving a portion of their note repayment within the first year?","url":"https://dealroom.so/sba-7a/questions/what-if-the-seller-of-the-business-insists-on-receiving-a-portion-of-their-note-repayment-"},{"question":"Can the seller's refusal to provide necessary financial documentation during due diligence kill my SBA 7(a) loan application?","url":"https://dealroom.so/sba-7a/questions/can-the-seller-s-refusal-to-provide-necessary-financial-documentation-during-due-diligence"},{"question":"If I significantly reduce the principal balance of my SBA 7(a) loan within the first three years, will a prepayment penalty apply?","url":"https://dealroom.so/sba-7a/questions/if-i-significantly-reduce-the-principal-balance-of-my-sba-7-a-loan-within-the-first-three-"},{"question":"Can I use the working capital portion of my SBA 7(a) loan to cover unexpected operational expenses during the first six months?","url":"https://dealroom.so/sba-7a/questions/can-i-use-the-working-capital-portion-of-my-sba-7-a-loan-to-cover-unexpected-operational-e"}]},"caveats":["Definitions represent DealRoom's plain-English interpretation for buyers; verify regulatory terms against the official SBA and eCFR sources listed.","Not legal, tax, or financial advice, and not an SBA eligibility determination."],"citation":{"label":"DealRoom.so Glossary — Rights of first refusal","url":"https://dealroom.so/glossary/rights-of-first-refusal","source_type":"DealRoom Data"}}