A Real Estate Purchase Agreement governs the sale and transfer of property ownership between buyer and seller. This playbook covers due diligence, contingencies, and closing mechanics.
Why This Matters: Noncompliance can result in fines, injunctions, or shutdowns. Contractual clarity reduces the likelihood of legal penalties and operational interruptions.
Negotiation strategy
If you're the Buyer:
Ensure all necessary permits and approvals are obtained and maintained. Regularly review compliance with applicable laws to avoid penalties.
If you're the Seller:
Include audit rights in the contract to verify compliance. Require indemnification clauses to protect against tenant violations.
Essential elements
1
Compliance with Laws
Adherence to all applicable regulations.
2
Responsibility for Permits
Obtain and maintain necessary permits.
3
Audit Rights
Landlord's right to audit compliance.
Action framework
ACCEPT
Propose edits if compliance responsibilities are unclear or incomplete.
EDIT
Reject if the clause lacks indemnification for violations.
ADD
Add language for jurisdiction-specific compliance if not included.
PRO TIP
Regularly update compliance clauses to reflect changes in laws and regulations.
Example clauses
FAVORABLE
Comprehensive Compliance Clause
"The Tenant shall comply with all applicable zoning laws, building codes, the Americans with Disabilities Act (ADA), and health and safety regulations."
NEUTRAL
Basic Compliance Statement
"The Tenant agrees to follow applicable laws."
UNFAVORABLE
Vague Compliance Obligations
"The Tenant should try to comply with relevant laws."
Fallbacks
High-Risk Projects
For projects with significant regulatory oversight, ensure detailed compliance and audit clauses are included.
Multi-Jurisdictional Operations
Include clauses that address compliance with laws in each jurisdiction where operations occur.
Environmental Regulations
Add specific language for compliance with environmental laws if the project impacts natural resources.
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WEEK 3
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