Product Overview THIS REAL ESTATE PURCHASE AGREEMENT EXHIBIT SAMPLE PACK CONTAINS AN ASSORTMENT OF COMMERCIAL REAL ESTATE PURCHASE AGREEMENT EXHIBITS THAT CAN BE MODIFIED TO FIT THE PARTICULAR NATURE OF INDIVIDUAL PURCHASE TRANSACTIONS. AMONG INCLUDED FORMS ARE: Assignment and Assumption of Leases Bill of Sale for Personal Property Contract and Permit Assignment FIRPTA Affidavit Tenant Estoppel Certificate Retail Tenant Estoppel Certificate Assignment of Lease Assignment and Assumption of Lease(s) (Alternate Form) Assignment and Assumption of Service Contracts and Permits Audit Letter Lead Based Paint Disclosure Earnest Money Escrow Agreement Assumption and Assignment of Intangibles Bill of Sale (Alternate Form) Assignment and Assumption of Ground Lease Assignment and Assumption of Leases (Alternate Form) Assignment and Assumption of Operating Agreements, Licenses, Intangibles and Intellectual Property Notice to Tenants Designation Agreement for Tax Reporting Responsibility Tenant Estoppel (Alternate Form) Escrow Agent Confirmation Earnest Money Escrow Provisions Ground Lessor Consent Estoppel Certificate Bill of Sale and Assignment of Ground Lease Assignment and Assumption of Operating Agreements Assignment of Warranties, Guarantees and General Intangibles Acceptance by Brokers List of Personal Property General Assignment of Intangible Rights Assignment and Assumption of Lease Agreements (Alternate Form) Non-Foreign Affidavit Escrow Agreement Assignment and Assumption Agreement (Alternate Form) Description of Building Equipment Number of Single Spaced Pages: 90

 

Quick Look

ASSIGNMENT AND ASSUMPTION OF LEASES

ASSIGNMENT AND ASSUMPTION OF LEASES made as of _____________ __, (this “Assignment”), between RETAIL CENTER OWNER_____________________________________________, having an address at ____________(collectively, “Assignor”), and _______________________________________ having an address at _____________________________ (“Assignee”).

For good and valuable consideration, the receipt and sufficiency of which are acknowledged, Assignor hereby assigns, conveys, transfers and sets over to Assignee any and all of Assignor's right, title and interest, as landlord, in, to and under any and all leases and tenancies (collectively, the “Leases”) covering all or portions of the property described on Exhibit A attached hereto and made a part hereof, together with all the rents, issues, income and profits derived therefrom (heretofore due and hereafter to become due), including intangible rights and Assignor's rights in respect of any security deposits thereunder. Assignee hereby assumes all obligations of Assignor under the Leases and agrees to perform all of the terms, covenants and conditions of the Leases on the part of Assignor required therein to be performed arising from and after the date of this Assignment.

A. This Assignment shall be binding upon and shall inure to the benefit of Assignee, its successors and assigns.

B. Assignee for itself, its successors and assigns, hereby accepts and assumes all of the rights, duties and obligations of the landlord under the Leases accruing on and after the date hereof and hereby defends, indemnifies and holds harmless Assignor from and against any and all loss, liability, damage, cost or expense (including, without limitation, reasonable attorneys' fees and disbursements) incurred or sustained by Assignor solely as a result of Assignee's failure to perform any obligations of the landlord under the Leases accruing on and after the date of this Assignment.

C. This Assignment shall be governed by and construed in accordance with the laws of the State of ____________, without reference to the choice of laws provisions or conflict of laws provisions of that State.

D. This Assignment may be executed in multiple counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment as of the date and year first above written.

ASSIGNOR:

 

By: ________________________________
Name:
Title

ASSIGNEE:

 

By: ________________________________
Name:
Title:

Exhibit A

Leases

----------------------------------------------------------

BILL OF SALE

BILL OF SALE made as of _________________, by _____________________, having an address at_________________ (collectively, “Assignor”), in favor of _______________________________________ having an address at ______________________ (“Assignee”).

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Assignor hereby assigns, transfers and sets over unto Assignor, from and after the date hereof, without representation or warranty by or recourse to Assignor, express or implied, by operation of law or otherwise, all of Assignor's right, title and interest in and to the equipment, machinery and other tangible personal property of every kind and nature installed in, located at, situated on, or used in connection with all or any portion of the property described on Exhibit A attached hereto a made a part hereof (the “Property”), excluding, however, any such equipment, machinery or other tangible personal property belonging to any tenants at the Property, any public utility or any other person or entity except Assignor (collectively, the “Personal Property”).

This Bill of Sale shall be binding upon and shall inure to the benefit of Assignee, its successors and assigns.

The Personal Property is herein being sold “AS IS” and “WHERE IS,” without any representations or warranties of any kind.

IN WITNESS WHEREOF, Assignor has executed this Assignment as of the date and year first above written.

ASSIGNOR:

 

----------------------------------

Form of Contract and Permit Assignment

 

ASSIGNMENT AND ASSUMPTION OF SERVICE CONTRACTS AND PERMITS

THIS ASSIGNMENT AND ASSUMPTION OF SERVICE CONTRACTS AND PERMITS (this “Assignment”) is made and entered into as of the _____ day of ______________, by and between ___________________________________________, having an address at__________________________ (collectively, “Assignor”), and ________________________________ having an address at ______________________ (“Assignee”).

WITNESSETH:

WHEREAS, contemporaneously with the execution and delivery hereof, Assignor has conveyed to Assignee all that tract or parcel of land more particularly described in Exhibit A attached hereto and incorporated herein by reference (hereinafter referred to as the “Real Property”);

WHEREAS, the purchase and sale of the Real Property is being made pursuant to the terms of that certain Purchase and Sale Agreement between Assignor and Assignee dated ________________ (the “Purchase Agreement”); and

WHEREAS, pursuant to the Purchase Agreement, in connection with such conveyance of the Real Property, Assignor and Assignee have agreed that Assignor shall transfer and assign to Assignee all of Assignor's right, title and interest under the service contracts relating to the Real Property listed on Exhibit B attached hereto and incorporated herein by reference (the “Service Contracts”), together with, to the extent assignable, all right, title and interest of Assignor, in and to any construction or supplier's warranties or guaranties relating to the improvements, fixtures or personal property of Assignor located on the Real Property, and any licenses and permits related to the use and operation of the Real Property, (the “Other Interests”); and

WHEREAS, Assignor and Assignee have further agreed that Assignee shall expressly assume by executing this Assignment all of the obligations of Assignor, from and after the date hereof, under each of the Service Contracts;

NOW, THEREFORE, for and in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each party hereto, Assignor and Assignee hereby agree as follows:

E. Transfer and Assignment. Assignor hereby sells, transfers, assigns, delivers and conveys the Service Contracts and Other Interests to Assignee, its successors and assigns.

F. Assumption/Indemnification. Assignee assumes and agrees to perform any and all obligations and duties of Assignor as Seller of the Real Property under the Service Contracts arising on or after the date hereof. Assignee indemnifies and agrees to hold Assignor harmless from and against any defaults or other liabilities (including, without limitation, court costs and attorneys' fees) under any of the Service Contracts relating to circumstances which are incurred or which accrue at any time on and after the date hereof.

G. Miscellaneous. This Assignment shall inure to the benefit of, and be binding upon, the respective legal representatives, successors, and assigns of the parties. This Assignment shall be governed by, and construed under the laws of the State of ____________. This Assignment may be executed in one or more counterparts and the signature of any party to any counterpart may be appended to any other counterpart, all of which counterparts when taken together shall equal one Assignment. This document (together with any attached Exhibits and incorporated documents, including the Purchase Agreement) constitutes the entire agreement on the subject matter between the parties. No modification of this Assignment shall be binding unless in writing and signed by the party against which it is sought to be enforced. Each party will execute and deliver all additional documents and do all such other acts as may be reasonably necessary to carry out the provisions and intent of this Assignment.

IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment as of the date and year first above written.

ASSIGNOR:

______________________________


By:_____________________________
Name:
Title:

ASSIGNEE:

______________________________


By:___________________________
Name:
Title:

-------------------------

FIRPTA AFFIDAVIT

Section of the Internal Revenue Code provides that a transferee of an interest in real property located in the United States must withhold tax if the transferor is a foreign person. To inform the transferee that withholding of tax is not required upon the disposition by _____________________ (“Transferor”), of its interest in real property in the United States subject to the Agreement to which this FIRPTA AFFIDAVIT is attached, the undersigned hereby certifies the following on behalf of Transferor:

1. Transferor is not a foreign corporation, foreign partnership, foreign limited liability company, foreign trust, or foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax Regulations);

2. Transferor’s U.S. employer identification number is _______________ and

3. Transferor’s address is _____________________].

Transferor understands that this Certificate may be disclosed to the Internal Revenue Service by transferee and that any false statement contained herein could result in punishment by fine, imprisonment, or both.

Under penalties of perjury I declare that I have examined this Certificate and to the best of my knowledge and belief it is true, correct and complete, and I further declare that I have authority to sign this Certificate on behalf of Transferor.

Dated as of ___________________.

TRANSFEROR:

By: ________________________________

Name: _____________________________

Title:_______________________________

-------------------------------------------------------------

Form of Tenant Estoppel Certificate

TENANT ESTOPPEL CERTIFICATE

The undersigned, a tenant (“Lessee”) under that certain Lease (the “Lease”) dated __________, with _____________or its predecessor in interest as landlord (“Lessor”) for space identified as _____ (the “Leased Space”) at ________________, ____________ (the “Property”), certifies as follows:

1. (a) The Lease has not been modified, supplemented or amended except [as set forth below/as follows: _____________.

(b) The current fixed monthly rent presently payable under the Lease is $_______ and the next increase in fixed monthly rent is scheduled to occur on __________.

(c) The additional rent presently payable under the terms of the Lease is $________.

(d) The amount of the security deposit under the Lease is $________ in [cash/a letter of credit].

(e) The current Lease term commenced on ________ and shall terminate on ________.

(f) Rent has been paid through __________.

2. Lessee has taken possession of the Leased Space without any existing condition or qualification and is in occupancy of the Leased Space. Lessee has not given any notice of termination of the Lease.

3. The monthly rent due is continuing and is not past due. Lessee has not prepaid any of the rents under the Lease more than one (1) month in advance. As of the date hereof, Lessee is not entitled to any rent concessions, rent abatements, free rent or any rent deductions, and Lessee has no defense as to its obligations under the Lease and asserts no set-off, claim or counterclaim against Lessor.

4. Neither Lessee nor, to the best of Lessee's knowledge, Lessor is in default under the Lease, nor has any event occurred which with the giving of notice, the passage of time, or both, would constitute a default under the Lease. The Lease is in full force and effect. No portion of the Leased Space has been assigned or sublet, except: ____________________________.

5. Lessee has no option or right to purchase the Property or a right of first offer or first refusal with respect to leasing additional space at the Property except:____________. Lessee has the following options to extend the term of the Lease: ________________.

6. There are no actions, whether voluntary or involuntary, pending against Lessee under the bankruptcy or insolvency laws of the United States or any state or territory of the United States.

The undersigned understands and acknowledges that (i) ________________________ (“Purchaser”) and its respective successors and assigns are relying on this Certificate in connection with the purchase and financing of the Property; (ii) this Certificate shall be binding upon the undersigned, its successors and assigns; and (iii) upon the purchase of the Property, Purchaser will succeed to the interest of Lessor under the Lease.

This certificate has been duly executed and delivered by an authorized officer of the undersigned as of ___ day of ____________.

[NAME OF TENANT]

By:____________________

Name: ____________________

Title: ____________________

[List Lease Amendments, if any]

--------------------------------------------------

 

Retail Tenant Estoppel Certificate

Triple Net Retail Tenant, a ____________ corporation (“Tenant”) makes the following representations concerning that certain Lease dated ________ (the “Lease”) by and between Tenant and ___________________, or its successor and/or assigns, successor in interest to __________________________ (“Landlord”) for the property commonly known as __________________ (the “Premises”). Tenant hereby certifies the following as of the date of this Estoppel:

1. The undersigned corporation is Tenant of the Lease and the Lease is in full force and effect.

2. The Lease attached hereto as Exhibit “B” constitutes the entire agreement between Landlord and Tenant as set forth in the Lease, and the Lease has not been amended, modified or recorded except as specifically noted on the attached Exhibit “A.”

3. As of the date of this Estoppel, Tenant has no existing defenses, setoffs, or counterclaims to the payment of rent or all other amounts due from Tenant to Landlord under the Lease.

4. The Commencement Date of the Lease is _________, the Minimum Rent Commencement Date is ____________ and the Expiration Date is __________. Tenant has two (2) options of five (5) years each to extend the term of the Lease at the rental set forth in the Lease.

5. The current monthly Minimum Rent is $_______ per square foot per year pursuant to Section 3(a) of the Lease. Accordingly the current monthly rent payment is $_______. Taxes are paid yearly upon receipt of tax bill. Minimum Rent has been paid through ____________. Except as expressly provided for in the Lease, Tenant has not prepaid rent more than thirty (30) days in advance.

6. Tenant is open and operating and in full and complete possession of the Premises. All work required of the Landlord under the Lease has been completed except as specifically noted on the attached Exhibit “A.”

7. Tenant has not filed and is not the subject of any filing for bankruptcy or reorganization under federal bankruptcy laws.

8. To the best of Tenant’s knowledge, no party is in default under the Lease and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default under the Lease except as specifically noted on the attached Exhibit “A.”

9. Tenant reserves the right to audit the Additional Rent pursuant to Section 6 (c) of the Lease

10. No statement within this Estoppel Certificate and its exhibits is intended to and shall not operate as a bar to any claim under the Lease for construction defects with respect to the Premises of which Tenant has no actual knowledge as of the date hereof.

11. Nothing contained herein shall be construed to modify or change any of the terms and provisions of the Lease.

TENANT:

TRIPLE NET RETAIL TENANT,
a ____________ corporation

 

 

By:______________________

Exhibit A to Estoppel

Modifications to the Estoppel Certificate by Paragraph Number:

-----------------------------------------------------

ASSIGNMENT OF LEASE

THIS ASSIGNMENT OF LEASE (“Assignment”) is made as of , by and between ____________, a ____________ limited partnership, whose address is _____________________________________ (“Assignor”), and ____________, and/or related assignee, whose address is (“Assignee”).

RECITALS:

Assignor’s predecessor-in-interest leased to the predecessor-in-interest of TRIPLE NET RETAIL TENANT, a ____________ corporation (“Tenant”), the Premises (as defined in the Lease described below), located at ___________________ (“Premises”), pursuant to a Lease dated ____________, as amended, a true and complete copy of which (including all amendments thereto) is attached as Exhibit 1 (“Lease”).

In connection with, and in consideration of, the acquisition of the Premises by the Assignee, Assignor has agreed to assign, transfer and convey to Assignee all of Assignor’s right, title and interest in and to the Lease.

Assignee agrees to accept the assignment of the Lease described above and Assignee further agrees to perform all of the Assignor’s obligations under or relating to the arising from and after the date of this Assignment.

In consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, Assignor and Assignee agree as follows:

1. Assignment and Assumption. Assignor hereby assigns to Assignee all of Assignor’s right, title and interest in, to and under the Lease, and Assignee assumes all of Assignor’s duties and obligations under the Lease and agrees to perform and to be bound by all of the terms and provisions of the Lease in the place and stead of Assignor arising from and after the date of this Assignment. Assignee further agrees to indemnify and hold harmless Assignor from and against all claims, awards, liabilities or damages resulting from the acts and/or omissions of Assignee from and after the date of this Assignment. Assignor agrees to indemnify and hold harmless Assignee and its successors and assigns from and against all claims, awards, liabilities or damages resulting from the acts and/or omissions of Assignor prior to the date of this Assignment.

2. Representation. To Assignor’s knowledge, the Lease is in full force and effect and has not been modified, amended or restated (except as identified in Exhibit 1 attached hereto).

3. Miscellaneous. This Assignment shall bind and inure to the benefit of the parties hereto, their successors and assigns. This Assignment shall be governed by and construed in accordance with the laws of the state where the Premises is located, without giving effect to principles of conflicts of law. This Assignment may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

This Assignment has been executed as of the day and year noted above.

ASSIGNOR:

_________________, a __________ corporation

By
Name:
Title:


___________________, a __________ corporation

By
Name:
Title:

-------------------------------------------

Form of Lease Assignment

ASSIGNMENT AND ASSUMPTION OF LEASES

ASSIGNMENT AND ASSUMPTION OF LEASES made as of _____________, (this “Assignment”), between ____________________________________________, having an address at ____________(collectively, “Assignor”), and _______________________________________ having an address at _____________________________ (“Assignee”).

For good and valuable consideration, the receipt and sufficiency of which are acknowledged, Assignor hereby assigns, conveys, transfers and sets over to Assignee any and all of Assignor's right, title and interest, as landlord, in, to and under any and all leases and tenancies (collectively, the “Leases”) covering all or portions of the property described on Exhibit A attached hereto and made a part hereof, together with all the rents, issues, income and profits derived therefrom (heretofore due and hereafter to become due), including intangible rights and Assignor's rights in respect of any security deposits thereunder. Assignee hereby assumes all obligations of Assignor under the Leases and agrees to perform all of the terms, covenants and conditions of the Leases on the part of Assignor required therein to be performed arising from and after the date of this Assignment.

A. This Assignment shall be binding upon and shall inure to the benefit of Assignee, its successors and assigns.

B. Assignee for itself, its successors and assigns, hereby accepts and assumes all of the rights, duties and obligations of the landlord under the Leases accruing on and after the date hereof and hereby defends, indemnifies and holds harmless Assignor from and against any and all loss, liability, damage, cost or expense (including, without limitation, reasonable attorneys' fees and disbursements) incurred or sustained by Assignor solely as a result of Assignee's failure to perform any obligations of the landlord under the Leases accruing on and after the date of this Assignment.

C. This Assignment shall be governed by and construed in accordance with the laws of the State of ____________, without reference to the choice of laws provisions or conflict of laws provisions of that State.

D. This Assignment may be executed in multiple counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment as of the date and year first above written.

ASSIGNOR:

 

By: ________________________________
Name:
Title

ASSIGNEE:

 

By: ________________________________
Name:
Title:

------------------------------------------------------------

Form of Contract and Permit Assignment

 

ASSIGNMENT AND ASSUMPTION OF SERVICE CONTRACTS AND PERMITS

THIS ASSIGNMENT AND ASSUMPTION OF SERVICE CONTRACTS AND PERMITS (this “Assignment”) is made and entered into as of the _____ day of ______________, by and between ___________________________________________, having an address at__________________________ (collectively, “Assignor”), and ________________________________ having an address at ______________________ (“Assignee”).

WITNESSETH:

WHEREAS, contemporaneously with the execution and delivery hereof, Assignor has conveyed to Assignee all that tract or parcel of land more particularly described in Exhibit A attached hereto and incorporated herein by reference (hereinafter referred to as the “Real Property”);

WHEREAS, the purchase and sale of the Real Property is being made pursuant to the terms of that certain Purchase and Sale Agreement between Assignor and Assignee dated ________________ (the “Purchase Agreement”); and

WHEREAS, pursuant to the Purchase Agreement, in connection with such conveyance of the Real Property, Assignor and Assignee have agreed that Assignor shall transfer and assign to Assignee all of Assignor's right, title and interest under the service contracts relating to the Real Property listed on Exhibit B attached hereto and incorporated herein by reference (the “Service Contracts”), together with, to the extent assignable, all right, title and interest of Assignor, in and to any construction or supplier's warranties or guaranties relating to the improvements, fixtures or personal property of Assignor located on the Real Property, and any licenses and permits related to the use and operation of the Real Property, (the “Other Interests”); and

WHEREAS, Assignor and Assignee have further agreed that Assignee shall expressly assume by executing this Assignment all of the obligations of Assignor, from and after the date hereof, under each of the Service Contracts;

NOW, THEREFORE, for and in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each party hereto, Assignor and Assignee hereby agree as follows:

E. Transfer and Assignment. Assignor hereby sells, transfers, assigns, delivers and conveys the Service Contracts and Other Interests to Assignee, its successors and assigns.

F. Assumption/Indemnification. Assignee assumes and agrees to perform any and all obligations and duties of Assignor as Seller of the Real Property under the Service Contracts arising on or after the date hereof. Assignee indemnifies and agrees to hold Assignor harmless from and against any defaults or other liabilities (including, without limitation, court costs and attorneys' fees) under any of the Service Contracts relating to circumstances which are incurred or which accrue at any time on and after the date hereof.

G. Miscellaneous. This Assignment shall inure to the benefit of, and be binding upon, the respective legal representatives, successors, and assigns of the parties. This Assignment shall be governed by, and construed under the laws of the State of ____________. This Assignment may be executed in one or more counterparts and the signature of any party to any counterpart may be appended to any other counterpart, all of which counterparts when taken together shall equal one Assignment. This document (together with any attached Exhibits and incorporated documents, including the Purchase Agreement) constitutes the entire agreement on the subject matter between the parties. No modification of this Assignment shall be binding unless in writing and signed by the party against which it is sought to be enforced. Each party will execute and deliver all additional documents and do all such other acts as may be reasonably necessary to carry out the provisions and intent of this Assignment.

IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment as of the date and year first above written.

ASSIGNOR:

______________________________


By:_____________________________
Name:
Title:

ASSIGNEE:

______________________________


By:___________________________
Name:
Title:

(continued)

End of Excerpt

What's Extended Product View?

When you select Extended Product View in the adjacent tab, an image showing the pages of the applicable product will appear.

This image shows nearly all of the text in the product except for a critical portion that has been removed for piracy protection purposes.

The image also contains a watermark, which is not contained in purchased downloaded documents.

This gives the user a clear picture of the content of the product prior to purchase. 

Purchased downloaded products contain all product text, and are delivered in word format without watermark. 

This lets the purchaser easily edit them to conform to the specifics of his or her contemplated transaction.

Products are downloadable immediately following purchase through LP's online shopping cart, and are subject to LP's Terms of Sale.

Related Products

See LP's Purchase Agreements

See LP's Exhibits For Leases And Lease Attachments