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Wholesale Real Estate Contract

Wholesale Real Estate Contract Template for Germany

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Key Requirements PROMPT example:

Wholesale Real Estate Contract

"I need a Wholesale Real Estate Contract under German law for the purchase of a commercial property portfolio consisting of 5 office buildings in Munich, with completion planned for March 2025, including specific provisions for existing tenants and property management transition."

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Document background
The Wholesale Real Estate Contract is a specialized legal instrument used in German commercial property transactions where real estate is transferred between commercial entities, typically involving larger-scale or multiple property deals. This document type is essential when conducting wholesale property transactions in Germany, requiring strict adherence to German property law, including mandatory notarization under the BGB and registration in the land registry (Grundbuch). The contract encompasses comprehensive due diligence provisions, detailed property specifications, commercial terms, and specific requirements for wholesale transactions. It is particularly relevant for investment companies, property developers, and commercial real estate portfolios operating under German jurisdiction, where bulk property transfers or commercial-scale real estate transactions are involved.
Suggested Sections

1. Parties (Vertragsparteien): Identification of seller and buyer with full legal details as required under German law

2. Background (Vorbemerkung): Context of the transaction and relationship between parties

3. Definitions (Definitionen): Key terms used throughout the contract

4. Object of Purchase (Kaufgegenstand): Detailed description of the property including land registry details, address, and all included items

5. Purchase Price (Kaufpreis): Purchase price, payment terms, and escrow arrangements

6. Due Diligence (Due Diligence): Seller's obligations to provide documentation and buyer's inspection rights

7. Conditions Precedent (Aufschiebende Bedingungen): Conditions that must be met before closing

8. Representations and Warranties (Zusicherungen und Gewährleistungen): Seller's warranties about the property's condition and legal status

9. Transfer of Possession (Besitzübergang): Terms for transferring physical possession and associated risks

10. Costs and Taxes (Kosten und Steuern): Allocation of transaction costs and tax obligations

11. Registration Authorization (Auflassungsvollmacht): Authorization for land registry registration

12. Notices (Mitteilungen): Communication procedures between parties

13. Governing Law and Jurisdiction (Rechtswahl und Gerichtsstand): Confirmation of German law application and jurisdiction

Optional Sections

1. Financing Conditions (Finanzierungsbedingungen): Include when buyer requires specific financing arrangements

2. Property Management (Hausverwaltung): Include when the property has existing management contracts

3. Tenant Provisions (Mieterregelungen): Include when property is sold with existing tenants

4. Environmental Provisions (Umweltbestimmungen): Include when environmental issues are present

5. Development Rights (Baurechte): Include when property has unused development potential

6. Assignment Rights (Abtretungsrechte): Include when wholesale buyer may want to assign rights before closing

7. Special Use Provisions (Sondernutzungsrechte): Include when property has special use rights or restrictions

Suggested Schedules

1. Property Description (Objektbeschreibung): Detailed technical description of the property including floor plans and specifications

2. Land Registry Extract (Grundbuchauszug): Current extract from the land registry

3. Due Diligence Documents (Due-Diligence-Unterlagen): List of all documents provided during due diligence

4. Existing Contracts (Bestehende Verträge): List and copies of relevant existing contracts

5. Property Condition Report (Zustandsbericht): Technical assessment of property condition

6. Energy Certificate (Energieausweis): Mandatory energy performance certificate

7. Payment Schedule (Zahlungsplan): Detailed schedule of payment terms and conditions

8. Property Plans (Grundstückspläne): Official site plans and building plans

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Acquisition Date
Agreed Condition
Appendices
Applicable Law
Auflassung
Authorized Representative
Business Day
Closing
Closing Date
Completion
Contract
Due Diligence Period
Effective Date
Encumbrances
Environmental Laws
Existing Leases
German Civil Code
Grundbuch
Kaufpreis
Land Registry
Material Adverse Change
Notary
Notice
Parties
Permitted Use
Property
Property Documents
Property Portfolio
Purchase Price
Purchaser
Real Estate Transfer Tax
Related Agreements
Seller
Service Contracts
Signing Date
Title Documents
Transaction
Transfer Date
Warranties
Wholesale Package
Clauses
Property Identification
Purchase Price
Payment Terms
Due Diligence
Property Transfer
Land Registry Registration
Warranties and Representations
Condition Precedent
Property Inspection
Title Guarantee
Environmental Compliance
Existing Tenancies
Tax Matters
Insurance
Assignment
Confidentiality
Force Majeure
Termination
Dispute Resolution
Governing Law
Notices
Entire Agreement
Severability
Costs and Expenses
Property Management
Indemnification
Compliance with Laws
Risk Transfer
Property Access
Multiple Property Provisions
Portfolio Management
Broker Provisions
Notarization Requirements
Post-Closing Obligations
Default Remedies
Relevant Industries

Commercial Real Estate

Real Estate Investment

Property Development

Real Estate Investment Trusts (REITs)

Property Management

Construction

Real Estate Finance

Real Estate Wholesale

Urban Development

Property Investment

Relevant Teams

Legal

Real Estate

Investment

Finance

Compliance

Operations

Asset Management

Property Management

Acquisitions

Due Diligence

Risk Management

Corporate Development

Relevant Roles

Real Estate Investment Manager

Commercial Property Director

Legal Counsel

Real Estate Transaction Manager

Property Portfolio Manager

Real Estate Development Director

Investment Analyst

Real Estate Acquisitions Manager

Property Operations Manager

Compliance Officer

Real Estate Finance Manager

Asset Manager

Real Estate Broker

Property Valuation Specialist

Industries
Bürgerliches Gesetzbuch (BGB) §§ 433-435: German Civil Code sections on purchase contracts (Kaufvertrag), defining basic requirements for sale contracts and transfer of property
BGB §§ 873, 925: Provisions regarding the conveyance of real property (Auflassung) and the requirement for registration in the land registry
BGB § 311b: Requirement for notarization of real estate purchase contracts
Grundbuchordnung (GBO): German Land Registry Act governing the registration of property rights and changes in the land registry
Handelsgesetzbuch (HGB) §§ 343-372: German Commercial Code provisions relevant to commercial transactions between merchants
Makler- und Bauträgerverordnung (MaBV): Regulation on real estate agents and property developers, relevant for wholesale real estate transactions
Grunderwerbsteuergesetz (GrEStG): German Real Estate Transfer Tax Act, governing taxation aspects of property transactions
Energieeinsparverordnung (EnEV): Energy Saving Ordinance requiring energy performance certificates for property transactions
Wertermittlungsverordnung (WertV): Regulation on property valuation, important for determining and documenting property values in wholesale transactions
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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