Negotiating Survival Clauses and Holdback Provisions in Commercial Real Estate Sales Transactions
Avoiding Pitfalls of Merger Doctrine at Closing and Beyond
Recording of a 90-minute premium CLE video webinar with Q&A
This CLE course will discuss strategies for buyers and sellers negotiating survival clauses in commercial real estate transactions. Our experienced panel will offer critical insight into crucial terms for inclusion, duration, pitfalls to avoid, and how survival provisions interplay with holdbacks to minimize risks beyond closing.
- The merger doctrine
- Survival clauses
- What survives closing
- Considerations for sellers
- Considerations for buyers
- Interplay with other provisions
The panel will review these and other relevant issues:
- How can parties effectively address survival language in transactions that terminate without closing?
- How can counsel for buyers and sellers structure survival clauses for "as-is" sales?
- What practical considerations should counsel for buyers and sellers make when negotiating the scope and duration of survival clauses?
Sills Cummis & Gross
Mr. Kakstys’ practice focuses on the acquisition, disposition and financing of commercial properties. He... | Read More
Mr. Kakstys’ practice focuses on the acquisition, disposition and financing of commercial properties. He represents owners of properties throughout the U.S. in connection with purchases and sales, with particular emphasis on shopping center transactions. Mr. Kakstys also represents institutional lenders in the origination of commercial mortgage loans for their securitization and balance sheet lending platforms. His practice encompasses financing a variety of property types throughout the country, including retail, multifamily, office, hotel and industrial assets, and he has experience with a wide array of financing structures and deal features, including subordinate and mezzanine debt, 1031 and reverse 1031 exchanges, leasehold mortgages, industrial development agency interests and tenancy-in-common ownership. Mr. Kakstys also has experience representing clients in connection with loan purchases, sales and modifications and commercial leases and subleases.Close
Charles H. (Chuck) Royce
Mr. Royce represents clients in the areas of commercial real estate transactions and leasing. His practice includes... | Read More
Mr. Royce represents clients in the areas of commercial real estate transactions and leasing. His practice includes representing property owners, investors, developers, lenders, and borrowers in the acquisition and disposition of commercial and public properties, drafting and negotiating purchase and sale agreements, and preparing covenants, easements, and financing documents. Mr. Royce also has experience in all aspects of commercial leasing, including office, retail, and industrial leasing and related documentation.Close