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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."
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
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
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
Affiliate
Applicable Law
Approved Licenses
Business
Business Day
Closing
Closing Date
Completion
Consideration
Contracts
Deed of Transfer
Deposit
Due Diligence Period
Effective Date
Encumbrance
Environmental Laws
Escrow Account
Escrow Agent
Excluded Assets
FF&E
Force Majeure
Governmental Authority
Hotel
Hotel Management Agreement
Immovable Property
Indemnified Party
Indemnifying Party
Intellectual Property Rights
Inventory
Liabilities
Licenses
Long Stop Date
Material Adverse Effect
Movable Property
Operating Equipment
Permits
Property
Purchase Price
Purchaser
Representatives
Retained Assets
Seller
Stamp Duty
Tax
Title Documents
Transaction Documents
Transfer Date
Transferred Employees
Warranties
Purchase Price
Payment Terms
Deposit
Due Diligence
Title and Ownership
Property Transfer
Asset Transfer
Employee Transfer
Licenses and Permits
Representations and Warranties
Conditions Precedent
Conditions Subsequent
Closing Conditions
Pre-Closing Covenants
Post-Closing Covenants
Business Continuity
Environmental Compliance
Regulatory Compliance
Tax Matters
Stamp Duty
Registration
Indemnification
Insurance
Confidentiality
Non-Competition
Force Majeure
Assignment
Termination
Default
Remedies
Dispute Resolution
Governing Law
Jurisdiction
Notices
Amendments
Entire Agreement
Severability
Waiver
Third Party Rights
Costs and Expenses
Further Assurance
Hospitality
Real Estate
Tourism
Commercial Property
Hotel Management
Food and Beverage
Leisure and Entertainment
Property Development
Asset Management
Legal
Finance
Real Estate
Operations
Compliance
Risk Management
Corporate Development
Mergers & Acquisitions
Asset Management
Property Management
Due Diligence
Treasury
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
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