Hotel Purchase Agreement Template for India

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Key Requirements PROMPT example:

Hotel Purchase Agreement

"I need a Hotel Purchase Agreement for acquiring a 120-room beachfront hotel property in Goa, India, with a planned closing date of March 15, 2025; the agreement should include provisions for transferring all existing staff and maintaining current vendor contracts."

Document background
The Hotel Purchase Agreement is a specialized transaction document used for the acquisition of hotel properties in India. It is designed to facilitate complex transactions involving not just the transfer of real estate, but also the operational business, licenses, permits, and sometimes employee contracts. This agreement is particularly important in the Indian context where hotel properties often operate under multiple regulatory frameworks including state tourism bodies, municipal corporations, and food safety authorities. The document needs to comply with various Indian laws including the Transfer of Property Act, 1882, state-specific stamp duty regulations, and hospitality industry requirements. It's typically used for substantial commercial transactions where the purchaser is acquiring an operational hotel business, rather than just the real estate, and therefore includes provisions for business continuity, operational transfers, and compliance requirements specific to the hospitality industry.
Suggested Sections

1. Parties: Identification of the seller and purchaser, including their legal status and registered addresses

2. Background: Recitals explaining the context of the transaction, including property ownership and business operation history

3. Definitions: Detailed definitions of terms used throughout the agreement

4. Sale and Purchase: Core transaction terms including the property, business assets, and agreed purchase price

5. Purchase Price and Payment Terms: Detailed breakdown of the purchase price, payment schedule, and escrow arrangements

6. Conditions Precedent: Conditions that must be satisfied before closing, including due diligence, approvals, and licenses

7. Seller's Representations and Warranties: Warranties regarding property title, business operations, compliance, and financial statements

8. Purchaser's Representations and Warranties: Warranties regarding legal capacity and financial ability to complete the purchase

9. Pre-Closing Covenants: Obligations of both parties between signing and closing, including business operation requirements

10. Closing Mechanics: Detailed procedure for closing, including documentation and timing requirements

11. Post-Closing Obligations: Ongoing obligations after closing, including transition arrangements and true-up mechanisms

12. Indemnification: Mutual indemnification provisions for breaches and specific identified risks

13. Termination: Circumstances under which the agreement can be terminated and consequences

14. Dispute Resolution: Mechanism for resolving disputes, including jurisdiction and governing law

15. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

Optional Sections

1. Employee Matters: Terms regarding transfer of employees, to be included if employees will transfer with the business

2. Foreign Investment Compliance: Special provisions for foreign buyers, including FEMA compliance

3. Intellectual Property: Specific provisions for transfer of hotel brand rights or franchise agreements

4. Environmental Matters: Detailed environmental provisions if significant environmental issues are identified

5. Management Agreement: Provisions regarding existing or new hotel management agreements

6. Financing Provisions: Additional terms if the purchase is contingent on buyer financing

7. Tax Structure: Specific tax planning provisions if complex tax structures are involved

8. Asset Retention: Provisions for any assets or operations seller will retain

9. Transition Services: Detailed transition arrangements if seller will provide post-closing services

Suggested Schedules

1. Property Description: Detailed legal description of the real estate and building specifications

2. Asset Inventory: Comprehensive list of FF&E, operating equipment, and other business assets

3. Excluded Assets: List of assets specifically excluded from the sale

4. Contracts and Licenses: List of operational contracts, permits, and licenses being transferred

5. Employee Information: Details of employees, their terms of employment, and benefits

6. Financial Statements: Recent financial statements and operating performance metrics

7. Environmental Reports: Summary of environmental assessments and compliance reports

8. Title Documents: List of title documents and encumbrances

9. Pending Litigation: Details of any ongoing legal proceedings

10. Form of Deed: Draft of the property transfer deed

11. Closing Deliverables: Checklist of documents required at closing

12. Purchase Price Allocation: Breakdown of purchase price among various asset categories

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

Relevant legal definitions
Clauses
Relevant Industries

Hospitality

Real Estate

Tourism

Commercial Property

Hotel Management

Food and Beverage

Leisure and Entertainment

Property Development

Asset Management

Relevant Teams

Legal

Finance

Real Estate

Operations

Compliance

Risk Management

Corporate Development

Mergers & Acquisitions

Asset Management

Property Management

Due Diligence

Treasury

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Real Estate Director

Head of Acquisitions

Hotel General Manager

Asset Manager

Development Director

Investment Manager

Operations Director

Legal Counsel

Property Manager

Compliance Officer

Finance Director

Due Diligence Manager

Industries
Transfer of Property Act, 1882: Governs the transfer of immovable property and establishes legal requirements for property transactions, including the proper execution of sale deeds
Registration Act, 1908: Mandates the registration of property documents and deeds with local authorities to make them legally valid
Indian Contract Act, 1872: Provides the basic framework for all contracts in India, including formation, performance, and enforcement of contractual obligations
Income Tax Act, 1961: Governs tax implications of the property transfer, including capital gains tax and TDS requirements
State-specific Stamp Duty Laws: Determines the stamp duty payable on property transactions, which varies by state
GST Laws: Applicable to the transfer of business assets and services related to the hotel operation
Food Safety and Standards Act, 2006: Regulates food safety standards and licensing requirements for hotel restaurants and food service operations
State-specific Tourism and Hotel Industry Regulations: Covers specific licenses and permits required for hotel operations in the respective state
Environmental Protection Act, 1986: Ensures compliance with environmental regulations and necessary clearances for hotel operations
Municipal Corporation Acts: Governs local permits, building regulations, and operational licenses required for hotels
The Industrial Disputes Act, 1947: Relevant for employee transfer and labor law compliance in case of business transfer
Foreign Exchange Management Act, 1999: Applicable if the transaction involves foreign investment or overseas buyers
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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