Standard Clauses for use in a purchase and sale agreement for real property located in New York that is subject to a third party's right of first refusal. These clauses make the sale contingent on a waiver of the right of first refusal, require the seller to request a waiver, and specify the rights and obligations of the parties if the third party either exercises or waives the right of first refusal or fails to respond to the notice of a proposed sale of the real property. These Standard Clauses have integrated notes with important explanations and drafting and negotiating tips.