Negotiating Hotel Purchase and Sale Transactions: Key Legal Issues for Buyers and Sellers

Closing Contingencies and Reps and Warranties; Evaluating Existing Management and Franchise Agreements

Recording of a 90-minute premium CLE video webinar with Q&A

Conducted on Tuesday, June 1, 2021

Recorded event now available

or call 1-800-926-7926
Course Materials

This CLE course will discuss the critical legal issues in the purchase and sale of a hotel property, considering the unique aspects of this asset class. The program will focus on seller representations and warranties, key contract provisions in the purchase and sale agreement, and retention or termination of the hotel management/franchise affiliation. The program will also address the significance of the terms of the hotel management agreement.


Purchasing a hotel or other resort/leisure property is fraught with legal issues well beyond real estate matters to resolve in a shorter due diligence period. Working knowledge of the concerns, standards, and customs for addressing those matters is critical to a successful transaction.

The buyer and seller must ensure that the purchase and sale agreement provides a sufficient roadmap through the acquisition and disposition process that considers all stakeholders and meets the parties' reasonable expectations. A group of reps and warranties is not enough.

Key provisions may include the buyer's ability to obtain financing; retaining or terminating the franchise affiliation; the buyer's ability to secure required licenses and permits (including a liquor license); developing a property improvement plan; addressing employment concerns; withdrawal liability under ERISA; approval by a loan special servicer; and other due diligence items.

When the hotel property is subject to a hotel management agreement or a franchise affiliation, the buyer's and seller's counsel must vet the buyer's ability to retain or terminate that relationship. The hotel management agreement can lock in much of the hotel's value. The buyer must carefully examine the management agreement and the abilities of the hotel management staff.

Listen as our authoritative panel discusses unique issues involved in the purchase or sale of a hotel. The discussion will include seller representations and warranties, critical closing contingencies in the purchase and sale agreement, and issues to consider in retention or termination of the hotel management/franchise affiliation.



  1. Seller representations and warranties in the purchase and sale agreement
  2. Closing contingencies in the purchase and sale agreement
  3. Retaining or terminating the hotel management/franchise affiliation
  4. Vetting the hotel management or franchise agreement


The panel will review these and other key issues:

  • Why are seller representations and warranties so critical in the purchase of a hotel property?
  • What are best practices for drafting seller representations and warranties and closing conditions that protect both buyer and seller?
  • What are the unique issues involved in the purchase of hotel property to include in the purchase and sale agreement's closing contingencies?
  • What issues will the hotel management or franchise agreement address concerning the purchase and sale?


Falik, Jonathan
Jonathan Falik

Founder and CEO
JF Capital Advisors

Mr. Falik leads the firm's hospitality business, which includes equity and debt placement, asset acquisitions and...  |  Read More

Gorman, Tara
Tara K. Gorman

Loeb & Loeb

Ms. Gorman focuses her practice on hospitality law advising clients domestically and internationally on a broad...  |  Read More

Maisnik, Guy
Guy Maisnik

Jeffer Mangels Butler & Mitchell

Guy Maisnik has over three decades of commercial real estate transactions with a strong expertise in hotels and...  |  Read More

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