Sale And Leaseback Agreement Template for Nigeria

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Key Requirements PROMPT example:

Sale And Leaseback Agreement

"Need a Sale and Leaseback Agreement for our manufacturing facility in Lagos, Nigeria, with a purchase price of ₦500 million and a 15-year leaseback term commencing March 2025, including options for facility expansion and equipment installation."

Document background
A Sale And Leaseback Agreement is a strategic financial instrument used when organizations wish to release capital tied up in real estate assets while maintaining operational use of the property. This document type is particularly relevant in the Nigerian market where businesses seek to optimize their real estate holdings while ensuring compliance with local property laws and regulations. The agreement must address both federal requirements, such as the Land Use Act, and state-specific property regulations. It typically includes detailed provisions for the property sale, including purchase price and transfer requirements, followed by comprehensive lease terms covering rent, maintenance, insurance, and other operational aspects. The document is especially useful for companies looking to improve their balance sheet structure or raise capital for business expansion while retaining control of their operational premises.
Suggested Sections

1. Parties: Identification of the seller/future tenant and buyer/future landlord, including registration details for companies

2. Background: Context of the transaction, including property ownership status and intention to enter into sale and leaseback arrangement

3. Definitions: Key terms used throughout the agreement including Property, Completion Date, Lease Term, Rent, etc.

4. Sale Agreement: Terms of the property sale including purchase price, payment terms, and completion requirements

5. Property Title and Transfer: Warranties of title, requirements for governor's consent, and transfer procedures

6. Lease Terms: Core lease provisions including term, rent, payment schedule, and permitted use

7. Maintenance and Repairs: Responsibilities for property maintenance, repairs, and improvements

8. Insurance: Insurance requirements for both parties during the lease term

9. Assignment and Subletting: Restrictions and conditions for assignment or subletting of the lease

10. Default and Remedies: Events of default and available remedies for both sale and lease components

11. Termination: Circumstances and procedures for terminating the lease

12. Governing Law: Specification of Nigerian law as governing law and jurisdiction

13. Notices: Process for serving notices between parties

14. Execution: Signature blocks and attestation requirements

Optional Sections

1. Environmental Matters: Required for industrial properties or where environmental concerns exist, addressing compliance and liability

2. Tax Matters: Include when specific tax arrangements or implications need to be addressed

3. Property Management: Needed for complex commercial properties requiring specific management arrangements

4. Development Rights: Include when future development or modification rights need to be reserved

5. Security Deposit: Include when additional security beyond rent is required

6. Break Clause: Optional provision allowing early termination under specific circumstances

7. Force Majeure: Include when specific provisions for unforeseen circumstances are needed

8. Alterations and Improvements: Detailed provisions for when significant modifications to the property are anticipated

Suggested Schedules

1. Schedule 1: Property Description: Detailed description of the property including boundaries, plans, and registered title information

2. Schedule 2: Purchase Price and Payment Terms: Breakdown of purchase price, payment schedule, and any adjustments

3. Schedule 3: Lease Terms and Rent: Detailed rent calculations, review provisions, and payment schedules

4. Schedule 4: Condition Report: Initial condition of the property at the time of sale and lease commencement

5. Schedule 5: Permitted Uses: Detailed description of allowed uses of the property

6. Schedule 6: Service Charges: Breakdown of service charges and maintenance costs if applicable

7. Appendix A: Property Plans: Architectural plans, surveys, and property drawings

8. Appendix B: Required Consents: Copies of necessary governmental and regulatory approvals

9. Appendix C: Insurance Requirements: Detailed insurance specifications and coverage requirements

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

Real Estate

Banking and Financial Services

Manufacturing

Retail

Healthcare

Hospitality

Industrial

Logistics and Warehousing

Education

Commercial Office

Energy and Natural Resources

Telecommunications

Relevant Teams

Legal

Finance

Real Estate

Operations

Facilities Management

Risk and Compliance

Treasury

Corporate Development

Property Management

Asset Management

Relevant Roles

Chief Financial Officer

Real Estate Director

Property Manager

Legal Counsel

Finance Director

Corporate Treasurer

Facilities Manager

Asset Manager

Investment Director

Company Secretary

Operations Director

Risk Manager

Commercial Director

Chief Executive Officer

Property Valuation Specialist

Industries
Land Use Act 1978: Fundamental Nigerian law governing land ownership, transfer, and rights. Critical for the sale portion of the agreement as it establishes the framework for land transactions and requirements for governor's consent.
Nigerian Contract Law: Based on common law principles, governs the formation and enforcement of contracts, including requirements for valid contracts such as offer, acceptance, consideration, and capacity.
Stamp Duties Act: Requires proper stamping of documents related to property transactions and leases. Both the sale and lease components must be appropriately stamped to be admissible in court.
Companies and Allied Matters Act (CAMA) 2020: Relevant if any party to the agreement is a corporate entity, governing corporate capacity to enter into contracts and corporate authorization requirements.
Registration of Titles Act: Governs the registration of property titles and interests in land, ensuring proper documentation and transfer of ownership.
Value Added Tax Act: Applies to commercial property transactions and lease payments, determining VAT obligations on both the sale and lease components.
Capital Gains Tax Act: Governs tax implications on the profit made from the sale portion of the transaction.
Recovery of Premises Act: Relevant for the lease portion, governing the relationship between landlord and tenant, including provisions for rent recovery and eviction procedures.
Federal Capital Territory Act: Specific additional requirements if the property is located in Abuja, the federal capital territory.
State-specific Property Laws: Various state-level laws governing property transactions and leases in the specific state where the property is located.
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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