Retail and Shopping Center Acquisitions: Negotiating the Purchase and Sales Agreement, Conducting Legal Due Diligence

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

Conducted on Thursday, August 18, 2016

Recorded event now available

or call 1-800-926-7926
Course Materials

This CLE course will prepare real estate counsel to negotiate and document the acquisition of retail-based commercial assets. The program will discuss key legal issues involved in the purchase and sale of a retail or shopping center, taking into account the unique issues in this asset class. The program will focus on seller representations and warranties and key contract contingencies in the purchase and sale agreement.


Purchasing a retail or shopping center is fraught with complex issues that must be resolved in a relatively short due diligence period. As such, the seller’s reps and warranties for the property become critical to the buyer and the buyer must ensure that the purchase and sale agreement enables the buyer to terminate the agreement in the event of the seller’s breach or the seller’s inability to satisfy the closing conditions.

Critical due diligence measures include lease reviews, tenant estoppel certificates, service contracts and warranties, reciprocal easement agreements, declarations of covenants, conditions and restrictions, and zoning requirements if the center will be redeveloped.

Listen as our authoritative panel of real estate practitioners provides strategies for buyers’ and sellers’ counsel negotiating retail or shopping center 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.



  1. Market trends for retail/shopping center purchase and sales transactions
  2. Key purchase and sales agreement provisions: buyer and seller perspective
    1. Due diligence: rights and timing and scope of review
    2. Title, survey, and CCR and declaration review
    3. Lease abstracting, CAM and exclusive use conditions
    4. Dealing with anchors and other 800 pound gorillas
    5. Estoppels and tenant interviews
    6. Seller representations and warranties
    7. Conditions precedent
    8. Buyer’s lender demand for SNDA and other lender concerns
    9. Closing contingencies
    10. Defaults and remedies
    11. Post-closing issues and true-ups for taxes and operating expenses


The panel will review these and other key issues:

  • What are current market conditions that affect terms of real estate purchase agreements, particularly seller representations and warranties?
  • What are the common legal issues retail center purchasers should consider when conducting due diligence prior to closing a deal?
  • What are the most commonly disputed issues during retail center purchase negotiations and what are some effective approaches for resolving them?


Corey J. Wilk
Corey J. Wilk

Goulston & Storrs

Commercial real estate, hospitality and retail matters are at the center of Mr. Wilk's practice. He has...  |  Read More

Michel P. Williams
Michel P. Williams

Senn Visciano Canges

Mr. Williams’ practice includes extensive experience in commercial leasing and tenant relations, and acquisition...  |  Read More

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