Drafting and Negotiating Commercial Real Estate Purchase and Sale Agreements: Buyer and Seller Perspectives

Thursday, August 1, 2024 | 12:00 pm – 1:00 pm

Format: Webinar

Program Chair:

Cameron Weil
Seyfarth Shaw LLP

• Description
• Faculty
• Agenda
• CLE Credit
• Sponsors

• This program will provide practitioners with a high-level overview of common issues that arise in real estate purchase and sale agreement negotiations. Speakers will discuss issues related to diligence, deposits, representations and warranties, seller covenants, and breach of contract. Participants should expect to leave with a basic understanding of what motivates buyers and sellers in the negotiations of these topics.

  Experienced panelists will discuss the following topics:

  · Title, Survey, Inspection by Purchaser
  · Representations and Warranties
  · Operation of the Property Before Closing
  · The Closing
  · Damage or Condemnation Prior to Closing
  · Provisions with Respect to Failure of Title and Default

  Participants should expect to leave with a basic understanding of what motivates buyers and sellers in the negotiations of these topics.

  Program Fee:
  $49 Member | $99 Nonmember

• Amy Jedlicka
  SVP & General Counsel, Marx Realty & Improvement Co., Inc.

  Seth A. Liebenstein
  Seyfarth Shaw LLP

• 12:00 pm – 12:10 pm
  General Overview
  – Diligence start date
  – Deposit delivery and escrow mechanism
  – Financing issues

  12:10 pm – 12:20 pm
  Title, Commitment, Survey, Inspection by Purchaser
  – Objection procedures
  – Mandatory cure items and permitted exceptions
  – Right to make an objection following end of diligence period

  12:20 pm – 12:30 pm
  Representations and Warranties by Seller
  – Most common reps and warranties
  – Caps, floors, survival and holdbacks

  12:30 pm – 12:40 pm
  Operation of the Property Before Closing
  – Covenants
  – SNDAs and estoppels
  – Casualty and condemnation
  – Renting (or not) of units/commercial space

  12:40 pm – 12:50 pm
  The Closing or Breach
  – Prorations
  – Breach and termination provisions
  – Different taxing authorities mean different proration procedures

  12:50-1:00pm
  Question/Answer Session

• New York: 1.0 Skills
  New Jersey: 1.2 General
  California: 1.0 General
  Pennsylvania: 1.0 General

• Sponsoring Association Committee:
  Real Property, Robert J. Gorzelany, Chair

  Sponsorship Opportunities are Available! Please Contact:
  Yelena Balashchenko, Manager, Business Development & Sponsorships | (212) 382-6608 | ybalashchenko@nycbar.org