Real Estate Purchase and Sales: Letters of Intent, Due Diligence, P&S Agreements

Negotiating Reps and Warranties, Conditions Precedent, Closing Conditions, Defaults and Remedies Provisions

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

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Conducted on Wednesday, June 10, 2015

Recorded event now available

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Course Materials

This CLE course will prepare real estate counsel to negotiate and document a commercial real estate purchase and sales transaction. The panel will discuss preliminary negotiations, letters of intent to expedite and streamline the process, the due diligence required of both the buyer and seller, and key provisions of the purchase and sales agreement.  

Description

LOIs are a key tool for keeping the deal in place as negotiations proceed. Accurately setting out agreements to key deal terms will expedite the negotiations and avoid contentious disputes, making the client’s transaction more efficient and less costly. Counsel must be careful to draft expressions of binding terms very carefully, keeping in mind the factors that courts look at in determining whether there is an indication of the parties’ intent to bind.

When negotiating and drafting commercial real estate sales transactions, the purchaser and seller must anticipate and take steps to mitigate potential risks associated with the deal. Proper due diligence pre-closing can save the parties significant money and time later.

Representations and warranties are intended to supplement a buyer’s diligence investigations—not replace them. Key issues to consider are the subject of the representations, standards, limitation and survival post-closing.

Listen as our authoritative panel of real estate practitioners provides strategies for buyers’ and sellers’ counsel negotiating commercial real estate purchase and sales transactions. The panel will then discuss how to draft key provisions of the P&S agreement, including representations and warranties, conditions precedent, closing conditions, defaults, and remedies.

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Outline

  1. Letters of intent
    1. Advantages and disadvantages
    2. Duty of good faith and fair dealing
    3. Binding vs. non-binding terms
    4. Key terms
  2. Due diligence
    1. Title and survey
    2. Zoning and land use
    3. Utilities, taxes and insurance
    4. UCC and tax lien searches
    5. Environmental
    6. Tenants and subleases
    7. Financial review
  3. Purchase and sale agreement
    1. Representations and warranties
    2. Conditions precedent to buyer’s obligation to close
    3. Defaults and remedies

Benefits

The panel will review these and other key issues:

  • What strategic decisions need to be made to determine how comprehensive an LOI should be?
  • What are terms of the LOI that should be made binding?
  • What are the common legal issues purchasers should consider when conducting due diligence prior to closing a deal?
  • What are current market conditions that affect terms of real estate purchase agreements, particularly seller representations and warranties?

Faculty

Mitchell C. Regenstreif
Mitchell C. Regenstreif
Founding Partner
Liner

Mr. Regenstreif specializes in real estate, corporate and finance transactions, with particular emphasis on purchase...  |  Read More

Todd Evan Stark
Todd Evan Stark
Partner
Liner

Mr. Stark is a partner in the real estate and business practice group, where he specializes in acquisitions,...  |  Read More

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