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Commercial Real Estate Purchase And Sale Agreement

Commercial Real Estate Purchase And Sale Agreement Template for Hong Kong

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Key Requirements PROMPT example:

Commercial Real Estate Purchase And Sale Agreement

"I need a Commercial Real Estate Purchase and Sale Agreement for acquiring a 15-story office building in Central, Hong Kong, with existing tenants, where completion is planned for March 2025 and special provisions are needed for property management transition."

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Document background
The Commercial Real Estate Purchase And Sale Agreement is a crucial document used in Hong Kong for transferring ownership of commercial properties. It is essential for any business transaction involving the acquisition or disposal of commercial real estate assets in Hong Kong's dynamic property market. The document must comply with Hong Kong's complex property law framework, including the Conveyancing and Property Ordinance, Land Registration Ordinance, and Stamp Duty Ordinance. It typically includes comprehensive provisions for due diligence, title investigation, property condition assessment, and specific requirements related to Hong Kong's leasehold land system. This agreement is particularly important given Hong Kong's status as a major commercial hub and its unique property ownership structure where most land is held under government leases.
Suggested Sections

1. Parties: Identification of buyer, seller, and any guarantors, including full legal names and registration details

2. Background: Context of the transaction, brief description of the property, and purpose of the agreement

3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement

4. Sale and Purchase: Core agreement to sell and purchase the property, including property details and purchase price

5. Purchase Price and Payment Terms: Detailed breakdown of purchase price, deposit requirements, and payment schedule

6. Conditions Precedent: Conditions that must be satisfied before completion, including due diligence requirements

7. Due Diligence: Buyer's rights and procedures for conducting property investigations and document review

8. Title and Property Matters: Seller's warranties regarding title, encumbrances, and property condition

9. Pre-Completion Obligations: Parties' obligations between exchange and completion, including property maintenance

10. Completion: Completion date, location, and requirements for closing the transaction

11. Post-Completion Matters: Obligations after completion, including registration and handover requirements

12. Stamp Duty: Provisions regarding payment of stamp duty and other transaction taxes

13. Default and Termination: Consequences of default and circumstances allowing termination

14. General Provisions: Standard contractual provisions including notices, governing law, and entire agreement

Optional Sections

1. Tenant Matters: Required if property is sold subject to existing tenancies, covering tenant rights and rental arrangements

2. Property Management: Needed for properties in multi-tenant buildings, addressing management fees and obligations

3. Environmental Matters: Required if property has potential environmental issues or specific environmental requirements

4. Planning and Development: Included if property has development potential or pending planning applications

5. Foreign Investment Provisions: Required if buyer is a foreign entity, addressing specific regulatory requirements

6. Tax Structure: Needed if transaction involves special tax considerations or structuring

7. Intellectual Property: Required if sale includes trading names, logos, or other IP associated with the property

8. Employee Matters: Needed if sale includes transfer of property-related employees

Suggested Schedules

1. Property Description: Detailed description of the property, including boundaries, floor plans, and area measurements

2. Title Documents: List of title documents, government lease details, and encumbrances

3. Inventory: List of fixtures, fittings, and equipment included in the sale

4. Existing Tenancies: Details of current tenancies, including lease terms and rental income

5. Property Contracts: List of ongoing contracts relating to property management and services

6. Form of Transfer: Prescribed form for property transfer under Hong Kong law

7. Due Diligence Documents: List of documents provided for due diligence

8. Completion Requirements: Detailed checklist of documents and requirements for completion

9. Property Management Accounts: Financial statements related to property management and operation

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
Agreement
Assignment
Business Day
Building
Building Management Ordinance
Completion
Completion Date
Conditions Precedent
Consideration
Deed of Mutual Covenant
Deposit
Due Diligence Period
Encumbrances
Existing Tenancies
Government Lease
Government Rent
Hong Kong
Land Registry
Management Fees
Material Adverse Change
Occupation Permit
Parties
Permitted Use
Property
Property Management Agreement
Purchase Price
Purchaser
Rates
Seller
Stamp Duty
Special Stamp Duty
Title Documents
Transaction Documents
Transfer
Vendor's Solicitors
Purchaser's Solicitors
Working Hours
Fixtures and Fittings
Planning Permission
Relevant Authority
Services
Warranties
Representations
Force Majeure Event
Interest Rate
Requisitions
Security Deposit
Undischarged Mortgages
Vacant Possession
Clauses
Sale and Purchase
Purchase Price
Payment Terms
Deposit
Title and Ownership
Due Diligence
Property Condition
Representations and Warranties
Conditions Precedent
Completion
Post-Completion Obligations
Stamp Duty
Property Management
Insurance
Environmental Compliance
Assignment
Default
Termination
Force Majeure
Notices
Confidentiality
Entire Agreement
Governing Law
Dispute Resolution
Costs and Expenses
Further Assurance
Severability
Waiver
Time of Essence
Registration
Existing Tenancies
Property Taxes
Building Management
Government Lease Compliance
Anti-Money Laundering
Indemnification
Amendment
Assignment Restrictions
Survival
Third Party Rights
Relevant Industries

Real Estate

Banking & Financial Services

Retail

Hospitality

Manufacturing

Logistics & Warehousing

Healthcare

Technology

Professional Services

Education

Construction & Development

Relevant Teams

Legal

Real Estate

Finance

Compliance

Risk Management

Facilities Management

Property Management

Business Development

Investment

Operations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Real Estate Director

Property Manager

Legal Counsel

Commercial Director

Investment Manager

Asset Manager

Facilities Manager

Development Director

Risk Manager

Compliance Officer

Real Estate Analyst

Property Surveyor

Transaction Manager

Industries
Conveyancing and Property Ordinance (Cap. 219): Primary legislation governing the transfer of real property in Hong Kong, including requirements for valid contracts, land contracts, and property rights
Land Registration Ordinance (Cap. 128): Governs the registration of real estate transactions and provides the legal framework for maintaining land records and establishing priority of interests
Stamp Duty Ordinance (Cap. 117): Regulates stamp duty payments on property transactions, including special rates for commercial properties and rules for payment timing
Law of Property Act: Establishes fundamental principles of property law, including estates in land, legal and equitable interests, and rules regarding property transfers
Building Management Ordinance (Cap. 344): Relevant for commercial properties in multi-story buildings, governing management and maintenance responsibilities
Government Leases Ordinance (Cap. 40): Governs land holding systems in Hong Kong, particularly relevant as most land is leasehold from the government
Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Cap. 615): Imposes due diligence requirements for high-value property transactions to prevent money laundering
Contracts Ordinance (Cap. 26): Provides the legal framework for formation and enforcement of contracts in Hong Kong
Building Ordinance (Cap. 123): Regulates building standards and safety requirements, crucial for due diligence in commercial property transactions
Town Planning Ordinance (Cap. 131): Governs land use zoning and development restrictions that may affect commercial properties
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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