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Purchase And Sale Agreement Commercial (Real Estate)
"I need a Purchase And Sale Agreement Commercial (Real Estate) for acquiring a multi-tenant office building in Toronto, with existing leases to be assigned and specific environmental due diligence requirements due to the property's previous industrial use, with closing scheduled for March 15, 2025."
1. Parties: Identifies and provides full legal details of the vendor and purchaser
2. Background: Provides context for the transaction and confirms the vendor's ownership and intention to sell and purchaser's intention to buy
3. Definitions: Defines key terms used throughout the agreement
4. Property Description: Detailed description of the real property, including legal description and municipal address
5. Purchase Price: States the purchase price and breaks down the deposit and payment structure
6. Deposit: Details the amount, payment timing, and handling of the deposit
7. Due Diligence: Outlines the purchaser's investigation rights and timeline for property inspection and document review
8. Conditions Precedent: Lists conditions that must be satisfied before closing, including financing and due diligence conditions
9. Representations and Warranties: Standard representations and warranties from both vendor and purchaser
10. Closing Procedures: Details the closing process, including documentation requirements and timing
11. Adjustments: Specifies how property taxes, utilities, and other expenses will be adjusted between parties
12. Risk: Addresses risk transfer and insurance requirements until closing
13. Default and Remedies: Specifies consequences of default by either party
14. Notices: Specifies how and where formal notices must be delivered
15. General Provisions: Standard boilerplate provisions including governing law, time of essence, etc.
1. Environmental Matters: Required when there are known environmental issues or for properties with industrial use history
2. Existing Tenancies: Required when the property has existing tenants and lease agreements
3. Property Management: Used when there are ongoing property management contracts to be addressed
4. Development Rights: Included when there are unused development rights or pending applications
5. Foreign Investment: Required when the purchaser is a foreign entity subject to Investment Canada Act
6. GST/HST Certificate: Required when specific GST/HST elections or certificates are needed
7. Vendor Financing: Included when the vendor is providing any form of financing
8. Property Management Transition: Used for properties with complex management requirements requiring transition period
1. Schedule A - Legal Description: Detailed legal description of the property
2. Schedule B - Permitted Encumbrances: List of permitted liens, encumbrances, and restrictions
3. Schedule C - Leases: List and details of all existing leases and tenancies
4. Schedule D - Service Contracts: List of existing service contracts and their status
5. Schedule E - Chattels and FF&E: Inventory of included personal property and fixtures
6. Schedule F - Environmental Reports: List of environmental reports and their findings
7. Schedule G - Rent Roll: Current rent roll and tenant payment status
8. Schedule H - Form of Transfer/Deed: Form of transfer documentation to be used
9. Schedule I - Vendor's Deliveries: List of documents to be delivered by vendor
10. Schedule J - Property Condition Report: Current condition assessment of the property
Authors
Adjustments
Applicable Laws
Approval
Business Day
Closing
Closing Date
Closing Documents
Consideration
Deposit
Due Diligence Period
Effective Date
Encumbrances
Environmental Laws
Environmental Reports
Existing Leases
Fixtures
GST/HST
Hazardous Substances
Improvements
Land
Lands and Buildings
Leases
Permitted Encumbrances
Property
Purchase Price
Purchaser
Purchaser's Solicitors
Real Property
Rent Roll
Representative
Service Contracts
Statement of Adjustments
Survey
Taxes
Tenant
Title
Title Insurance Policy
Transaction
Transfer Documents
Vendor
Vendor's Deliveries
Vendor's Solicitors
Warranties
Purchase Price
Payment Terms
Deposit
Due Diligence
Title
Representations and Warranties
Conditions Precedent
Environmental Compliance
Property Inspection
Assignment
Risk and Insurance
Default
Remedies
Closing Requirements
Post-Closing Obligations
Tax Matters
GST/HST
Property Adjustments
Existing Tenancies
Service Contracts
Environmental Matters
Property Condition
Permitted Encumbrances
Transfer of Ownership
Vendor's Deliverables
Access Rights
Severability
Governing Law
Force Majeure
Indemnification
Confidentiality
Notices
Amendment
Entire Agreement
Time of Essence
Further Assurances
Survival
Dispute Resolution
Commercial Real Estate
Retail
Office Space
Industrial
Hospitality
Manufacturing
Warehousing
Mixed-Use Development
Healthcare Facilities
Professional Services
Banking and Finance
Insurance
Legal
Real Estate
Finance
Risk Management
Corporate Development
Operations
Facilities Management
Asset Management
Investment
Compliance
Due Diligence
Property Management
Chief Executive Officer
Chief Financial Officer
Real Estate Director
Property Manager
Commercial Lawyer
Real Estate Broker
Development Manager
Facilities Manager
Investment Analyst
Risk Manager
Asset Manager
Acquisition Manager
Legal Counsel
Commercial Property Director
Real Estate Investment Manager
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