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Commercial Real Estate Purchase And Sale Agreement
"I need a Commercial Real Estate Purchase and Sale Agreement for the purchase of an office building in Amsterdam, with completion scheduled for March 2025, including standard warranties and representations, with the purchase price to be paid in two installments."
1. Parties: Identification and details of the seller and purchaser, including registration numbers and authorized representatives
2. Background: Context of the transaction and brief description of the property
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core agreement to sell and purchase the property, including the basic terms
5. Purchase Price: Amount, payment terms, deposit requirements, and payment mechanics
6. Due Diligence: Buyer's investigation rights and seller's obligations to provide information
7. Conditions Precedent: Conditions that must be satisfied before completion
8. Pre-Completion Obligations: Obligations of both parties between signing and completion
9. Completion: Process and requirements for completing the transaction
10. Seller's Warranties: Warranties given by the seller regarding the property
11. Buyer's Warranties: Warranties given by the buyer regarding authority and funding
12. Title and Transfer: Provisions regarding transfer of title and registration
13. Risk and Insurance: Allocation of risk and insurance requirements
14. Environmental Matters: Environmental warranties, indemnities, and obligations
15. Taxes: Tax implications and responsibilities
16. Costs: Allocation of transaction costs
17. Notices: Process for giving formal notices under the agreement
18. Confidentiality: Obligations regarding confidential information
19. Governing Law and Jurisdiction: Choice of Dutch law and jurisdiction provisions
20. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
1. Tenant Matters: Required when the property is sold subject to existing tenancies
2. Financing Arrangements: Required when the purchase is contingent on specific financing arrangements
3. Development Rights: Included when there are existing or potential development rights to be transferred
4. Asset Transfer: Required when additional assets (furniture, equipment) are included in the sale
5. Property Management: Needed when there are ongoing management contracts to be addressed
6. Construction Warranties: Required for newly constructed properties with ongoing warranties
7. Monument Status: Required for properties with protected historical status
8. Ground Lease: Required when the property is subject to a ground lease
9. Earn-out Provisions: Included when part of the purchase price is contingent on future events
1. Property Description: Detailed description of the property including cadastral details and maps
2. Title Documents: List of relevant title documents and encumbrances
3. Existing Tenancies: Details of current lease agreements and tenant information
4. Property Inventory: List of fixtures, fittings, and other items included in the sale
5. Environmental Reports: Summary or copies of environmental surveys and reports
6. Planning Permissions: Details of existing planning permissions and restrictions
7. Technical Specifications: Technical details of the building and installations
8. Service Contracts: List of ongoing service contracts and maintenance agreements
9. Form of Transfer Deed: Draft of the notarial deed of transfer
10. Due Diligence Results: Summary of key findings from due diligence investigations
Authors
Appendices
Business Day
Completion
Completion Date
Conditions Precedent
Confidential Information
Deposit
Due Diligence Period
Effective Date
Encumbrances
Environmental Law
Environmental Permits
Existing Leases
Force Majeure
Governmental Authority
Ground Lease
Hazardous Materials
Kadaster
Land Registry Extract
Losses
Material Adverse Change
Movable Property
Notarial Deed of Transfer
Notary
Parties
Permits
Permitted Encumbrances
Property
Property Documents
Purchase Price
Purchaser
Registration
Seller
Service Contracts
Settlement Statement
Signing Date
Tax
Technical Installation
Title Documents
Transfer
Transfer Date
Transfer Tax
VAT
Warranties
Purchase Price
Payment Terms
Deposit
Due Diligence
Title Transfer
Property Registration
Conditions Precedent
Warranties
Representations
Environmental Compliance
Property Inspection
Insurance
Risk Transfer
Existing Tenancies
Service Contracts
Tax Obligations
Transfer Tax
VAT
Notarial Requirements
Property Delivery
Completion
Post-Completion
Pre-Completion Obligations
Property Access
Planning and Zoning
Technical Specifications
Building Permits
Assignment
Amendments
Force Majeure
Termination
Default
Remedies
Indemnification
Confidentiality
Notices
Costs
Governing Law
Dispute Resolution
Entire Agreement
Severability
Third Party Rights
Waiver
Further Assurance
Counterparts
Real Estate
Commercial Property
Property Development
Construction
Retail
Hospitality
Industrial
Logistics
Office Space
Banking & Finance
Professional Services
Manufacturing
Legal
Real Estate
Finance
Corporate Development
Facilities Management
Risk Management
Tax
Compliance
Operations
Investment
Property Management
Acquisitions
Due Diligence
Real Estate Director
Commercial Property Manager
Chief Financial Officer
Legal Counsel
Corporate Lawyer
Property Development Manager
Acquisition Manager
Asset Manager
Investment Director
Facilities Manager
Real Estate Investment Manager
Corporate Real Estate Manager
Transaction Manager
Due Diligence Manager
Property Portfolio Manager
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