[{"data":1,"prerenderedAt":535},["ShallowReactive",2],{"document-asset-purchase-agreement-for-a-real-estate-property-D930":3},{"document":4,"label":23,"preview":11,"thumb":24,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":25,"breadcrumb":29,"related":35,"customDescModule":183,"customdescription":6,"mdFm":184,"mdProseHtml":534},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":22},"TABLE OF CONTENTS Pages 1. INTERPRETATION 3 1.1 Definitions 3 1.2 Currency 4 1.3 Headings, etc. 4 2. AGREEMENTS FOR PURCHASE AND SALE 4 2.1. Property and Assets to be Purchased and Sold 4 2.2. Excluded Assets 6 3. PURCHASE PRICE 6 3.1. Purchase Price 6 3.2. Allocation of Purchase Price 7 3.3. Transfer Taxes 7 4. LIABILITIES 7 4.1 Assumption of Liabilities 7 5. PAYMENT OF PURCHASE PRICE 8 5.1 Payment of the Purchase Price 8 6. REPRESENTATIONS AND WARRANTIES 8 6.1 Representations and Warranties of the Vendor [and the Shareholders] 8 6.1.1 Incorporation, Organization and Qualification of the Vendor 8 6.1.2 Title to Purchased Assets 8 6.1.3 No Options 8 6.1.4 Accuracy of Books and Records 9 6.1.5 Financial Statements 9 6.1.6 Business Carried on in Ordinary Course 9 6.1.7 Validity of Agreement 9 6.1.8 No Dividends 9 6.1.9 Payments to Employees and Others 10 6.1.10 Capital Expenditures 10 6.1.11 Employment Agreements 10 6.1.12 Leases 10 6.1.13 Real Property 10 6.1.14 Insurance 11 6.1.15 Material Contracts 11 6.1.16 Litigation 11 6.1.17 No Default under Agreements 11 6.1.18 Industrial Property Rights 12 6.1.19 Compliance with Applicable [YOUR COUNTRY LAW] 12 6.1.20 Condition of Facilities and Equipment 12 6.1.21 Vacation Pay 12 6.1.22 Residence of Vendor 12 6.1.23 Vendor's Knowledge of Matters Generally 12 6.1.24 No Liabilities, etc. 13 7. COVENANTS OF THE VENDOR [AND THE SHAREHOLDERS] 13 7.1. Covenants of the Vendor [and the Shareholder] 13 8. PENSIONS 13 8.1 Pensions 13 9. REAL PROPERTY TITLE AND BOOKS AND RECORDS 14 9.1 Availability of Records 14 9.2 Examination of Title 14 9.3 Delivery of Books and Records 14 10. REPRESENTATION AND WARRANTY OF THE PURCHASER 15 10.1 Representation and Warranty of the Purchaser 15 11. INVESTMENT [COUNTRY] ACT 15 11.1 Investment [COUNTRY] Act 15 11.2 Co-operation of Vendor 15 12. CLOSING ARRANGEMENTS 15 12.1 Closing Arrangements 15 12.1.1 Delivery of Closing Documents 15 12.1.2 Actual Possession 16 12.1.3 Evidence of Vendor's Resident Status 16 12.1.4 Income Tax Election with respect to Receivables 16 12.1.5 Payment of Purchase Price 16 13. SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS 16 13.1 Survival of Representations, Warranties and Covenants 16 14. PURCHASER'S CONDITIONS OF CLOSING 16 14.1 Purchaser's Conditions of Closing 16 14.1.1 Representations and Warranties at Closing 16 14.1.2 Interim Financial Statements 17 14.2 Compliance with Terms and Conditions 17 14.3 Opinion of Counsel 17 14.4 Necessary Consents 19 14.5 All Proceedings Taken 19 14.6 Lessor's Acknowledgment 19 14.7 Consents to Assignments of Contracts 19 14.8 Delivery of Indemnity Agreement 19 14.9 Undertaking re Business Name 19 14.10 No Actions Taken Restricting Sale 20 14.11 Due Authorization of Agreement 20 14.12 All Documents Delivered 20 14.13 No Fire Damage 20 14.14 Preservation of Business during Interim Period 20 14.15 No Material Adverse Claims 20 14.16 Arrangements re Checks 20 14.17 Bulk Sales Act 20 14.18 Zoning and other Restrictions 21 14.19 Failure to Meet Condition 21 15. CONDITIONS IN FAVOUR OF VENDOR 21 15.1 Vendor's Conditions 21 15.1.1 Compliance with Terms 21 15.2 No Action Taken Restricting Sale 21 15.3 Indemnity Agreement 21 15.4 Failure to Meet Conditions 21 16. CLOSING DATE 22 16.1 Closing Date and Transfer of Possession 22 16.2 Failure to Complete - Interim Period 22 16.3 Time and Place of Closing 22 17. RISK OF LOSS 22 17.1 Risk of Loss 22 18. MISCELLANEOUS 23 18.1 Brokerage and Commissions 23 18.2 Further Assurances 23 18.3 Announcements 23 18.4 Notices 23 18.5 Time of the Essence 24 18.6 Applicable [YOUR COUNTRY LAW] 24 18.7 Entire Agreement 24 18.8 Counterparts 24 18.9 [COMPANY NAME] in Interest 24 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [FIRST PARTY] (the \"Vendor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND PARTY] (the \"Purchaser\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [THIRD PARTY] (the \"Shareholders\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] THIS AGREEMENT WITNESSETH that in consideration of the covenants, agreements, warranties and payments hereinafter set forth and provided for, the [COMPANY NAME] hereto covenant and agree as follows: INTERPRETATION Definitions Where used in this Agreement the following words or phrases shall have the meanings set forth below unless the context otherwise requires: \"Agreement\" means this Agreement and any instrument amending this Agreement as referred to in Section [SPECIFY]; and the expression \"Section\" followed by a number means and refers to the specified Section of this Agreement; \"Closing Date\" means [SPECIFY] or such earlier or later date as may be mutually agreed upon; \"Effective Date\" means [SPECIFY]; \"Financial Statements\" means the financial statements of the Vendor relating to the Purchased Business as at the Financial Year End, as prepared and reported upon by [SPECIFY], Chartered Accountants, copies of which are annexed as Schedule [SPECIFY]; \"Financial Year End\" means [SPECIFY]; \"Interim Financial Statements\" means the balance sheet of the Vendor relating to the Purchased Business as at the Effective Date and the statement of profit and loss for the [NUMBER] months then ending to be prepared in accordance with Section 15.1.2; \"Interim Period\" means the period between the close of business on the Effective Date and the Time of Closing; \"Inventories\" means all inventories of every kind and nature and wheresoever situated owned by the Vendor and pertaining to the Purchased Business including, without limiting the generality of the foregoing, all finished goods, work in process, raw materials, new and unused production and shipping supplies, and new and unused major maintenance items and all other materials and supplies on hand; \"Leases\" means all leases or agreements in the nature of a lease and any interest therein, whether of real or personal property, to which the Vendor is a party, whether as lessor or lessee, relating to the Purchased Business, all as more particularly described in Schedule [SPECIFY] hereto; \"Purchased Assets\" means the undertaking, property and assets described in Section 3.1; \"Purchased Business\" means the business presently and heretofore carried on by the Vendor at and from in the City of consisting of; \"Purchase Price\" means the purchase price payable to the Vendor for the Purchased Assets provided for in Section 4.1; and \"Time of Closing\" means [STATE/PROVINCE] time on the Closing Date. In this Agreement, words importing the singular number only shall include the plural and vice versa, words importing a specific gender shall include the other genders and references to persons shall include corporations and one or more persons, their heirs, executors, administrators or assigns as the case may be. Currency All amounts referred to in this Agreement are in [COUNTRY] funds. Headings, etc. The division of this Agreement into Sections and the insertion of headings are for convenience of reference only and shall not affect the interpretation hereof. AGREEMENTS FOR PURCHASE AND SALE Property and Assets to be Purchased and Sold Subject to the terms and conditions hereof, the Vendor agrees to sell, assign and transfer to the Purchaser and the Purchaser agrees to purchase from the Vendor as, at and from the close of business on the Effective Date, as a going concern the undertaking and all the property and assets of the Purchased Business of every kind and description and wheresoever situate (except as provided in Section 3.2), including without limiting the generality of the foregoing:",null,"Asset Purchase Agreement For a Real Estate Property","25",305,"doc","https://templates.business-in-a-box.com/imgs/1000px/asset-purchase-agreement_for-a-real-estate-property-D930.png","https://templates.business-in-a-box.com/imgs/250px/930.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#930.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Legal Agreements","/templates/business-legal-agreements/",{"label":20,"url":21},"Purchase & Sale Agreements","/templates/purchase-sale-agreement/","asset purchase agreement for a real estate property","Asset Purchase Agreement For a Real Estate Property Template","https://templates.business-in-a-box.com/imgs/400px/930.png",[26,16,19],{"label":27,"url":28},"Templates","/templates/",[30,31,32],{"label":27,"url":28},{"label":17,"url":18},{"label":33,"url":34},"Real Estate & Leases","/templates/real-estate-and-leases/",[36,40,43,47,51,55,59,63,67,71,75,79,83,101,117,135,149,165],{"label":37,"url":38,"thumb":39,"extension":10},"Offer to Purchase Real Estate Property","/template/offer-to-purchase-real-estate-property-D1190","https://templates.business-in-a-box.com/imgs/250px/1190.png",{"label":37,"url":41,"thumb":42,"extension":10},"/template/offer-to-purchase-real-estate-property-D1189","https://templates.business-in-a-box.com/imgs/250px/1189.png",{"label":44,"url":45,"thumb":46,"extension":10},"Option to Purchase Real Estate Property","/template/option-to-purchase-real-estate-property-D1194","https://templates.business-in-a-box.com/imgs/250px/1194.png",{"label":48,"url":49,"thumb":50,"extension":10},"Deed of Sale Real Estate Property","/template/deed-of-sale-real-estate-property-D1172","https://templates.business-in-a-box.com/imgs/250px/1172.png",{"label":52,"url":53,"thumb":54,"extension":10},"Real Estate Purchase Agreement","/template/real-estate-purchase-agreement-D13234","https://templates.business-in-a-box.com/imgs/250px/13234.png",{"label":56,"url":57,"thumb":58,"extension":10},"Offer to Purchase Real Estate Property_Short Form","/template/offer-to-purchase-real-estate-property-short-form-D1191","https://templates.business-in-a-box.com/imgs/250px/1191.png",{"label":60,"url":61,"thumb":62,"extension":10},"Assignment of Real Estate Contract and Sale Agreement","/template/assignment-of-real-estate-contract-and-sale-agreement-D1157","https://templates.business-in-a-box.com/imgs/250px/1157.png",{"label":64,"url":65,"thumb":66,"extension":10},"Assignment of Real Estate Contract","/template/assignment-of-real-estate-contract-D1158","https://templates.business-in-a-box.com/imgs/250px/1158.png",{"label":68,"url":69,"thumb":70,"extension":10},"Real Estate Salesman Independent Contractor Agreement","/template/real-estate-salesman-independent-contractor-agreement-D1198","https://templates.business-in-a-box.com/imgs/250px/1198.png",{"label":72,"url":73,"thumb":74,"extension":10},"Real Estate Commission Agreement","/template/real-estate-commission-agreement-D13759","https://templates.business-in-a-box.com/imgs/250px/13759.png",{"label":76,"url":77,"thumb":78,"extension":10},"Asset Purchase Agreement","/template/asset-purchase-agreement-D928","https://templates.business-in-a-box.com/imgs/250px/928.png",{"label":80,"url":81,"thumb":82,"extension":10},"Real Estate Operating Agreement","/template/real-estate-operating-agreement-D14043","https://templates.business-in-a-box.com/imgs/250px/14043.png",{"description":84,"descriptionCustom":6,"label":85,"pages":86,"size":87,"extension":10,"preview":88,"thumb":89,"svgFrame":90,"seoMetadata":91,"parents":92,"keywords":99,"url":100},"SHARE PURCHASE AGREEMENT This Share Purchase Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [FIRST PARTY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND PARTY NAME] (the \"Testamentary Executor / Seller\"), an individual with his/her main address located at: [COMPLETE ADDRESS] AND: [THIRD PARTY NAME] (the \"Purchaser\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Seller is the owner of [NUMBER] common shares in the capital stock of the Corporation (the \"Shares\"); WHEREAS the [COMPANY NAME] hereto have determined that the fair market value of the Shares is [AMOUNT]; WHEREAS the Corporation desires to purchase for cancellation and the Seller desires to sell the Shares; WHEREAS there are no reasonable grounds to believe that: (a) the Corporation is, or would after the payment of the purchase price be, unable to pay its liabilities as they become due, or (b) the realizable value of the Corporation's assets would after said payment be less than the aggregate of its liabilities and the amounts required for payment on a redemption or in a liquidation of all shares the holders of which have the right to be paid prior to the holders of the Shares; WHEREAS the aforesaid purchase will result in a deemed dividend of [AMOUNT] for the purposes of the [COUNTRY] Income Tax [ACT/LAW/RULE]; NOW THEREFORE, IT IS AGREED AS FOLLOWS: SHARES PURCHASED AND PURCHASE PRICE Subject to the terms and conditions set forth in this Agreement, the Corporation hereby purchases for cancellation the Shares from the Seller, hereto present and accepting, and the Seller delivers to the Corporation certificates representing the Shares. The aggregate purchase price for the Shares is [AMOUNT] (the \"Purchase Price\") which the parties consider to be the fair market value of the Shares, payable as set forth in Article [NUMBER] hereof. PAYMENT OF THE PURCHASE PRICE Upon filing by the Corporation of the election as set forth in Article [NUMBER] hereof, the Corporation will issue to the Seller a certificate representing [NUMBER] common shares of the Corporation (the \"Common Shares\") and a promissory note in the amount of [AMOUNT] (the \"Promissory Note\") in full payment of the Purchase Price. The parties hereto determine that the Common Shares and the Promissory Note have a fair market value of and are, in all circumstances of the transaction, the fair equivalent of a consideration payable in cash equal to the fair market value of the Shares. SELLER'S REPRESENTATIONS AND WARRANTIES The Seller represents and warrants to the Corporation that: the Shares are owned by the Seller by good and marketable title; the Seller is a resident of [COUNTRY] for the purposes of the Tax [ACT/LAW/RULE]; ELECTIONS","Share Purchase Agreement Deemed Dividend","4",56,"https://templates.business-in-a-box.com/imgs/1000px/share-purchase-agreement_deemed-dividend-D342.png","https://templates.business-in-a-box.com/imgs/250px/342.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#342.xml",{"title":6,"description":6},[93,96],{"label":94,"url":95},"Finance & Accounting","finance-accounting",{"label":97,"url":98},"Buy & Sell Shares","buy-sell-shares","share purchase agreement deemed dividend","/template/share-purchase-agreement-deemed-dividend-D342",{"description":102,"descriptionCustom":6,"label":103,"pages":104,"size":105,"extension":10,"preview":106,"thumb":107,"svgFrame":108,"seoMetadata":109,"parents":111,"keywords":115,"url":116},"[DATE] [CONTACT NAME] [ADDRESS] [ADDRESS 2] [CITY, STATE/PROVINCE] [ZIP/POSTAL CODE] SUBJECT: LETTER OF INTENT-ACQUISITION OF BUSINESS Dear [CONTACT NAME]: This letter (\"Letter of Intent\") sets forth the basic preliminary terms between the Buyer or his nominee and yourselves regarding the purchase of the [SPECIFY] business (the \"Business\") carried on by yourselves. Except as specifically set forth herein, this Letter of Intent shall not constitute an agreement between the parties and no agreement shall be deemed to exist until execution of a definitive purchase agreement. It is proposed that Buyer will acquire certain assets of the Business which Buyer believes to be necessary to the future of the Business, including the warehouse in [CITY/STATE] in which [COMPANY NAME] the Company has invested [AMOUNT] in cash and which has been financed by a mortgage loan of approximately [AMOUNT] granted by the [SPECIFY COMPANY] [CITY/STATE]. Buyer understands that the said warehouse has no other charges or liabilities affecting it other than the said mortgage loan. Buyer may either purchase the warehouse outright or enter into a lease-purchase or instalment transfer of ownership which is satisfactory to both parties. The gross purchase price for the said warehouse will be [AMOUNT]. Buyer may purchase or lease barrels and other equipment currently owned by the Company which are necessary to operate the Business, on a cash or instalment basis agreeable to both parties. The specific assets to be purchased and the amounts to be paid by Buyer in connection with this transaction remain to be negotiated by the parties. This Letter of Intent also evidences the intentions of the parties with respect to the following agreements: Buyer will enter into a [NUMBER]-year employment agreement with [COMPANY NAME], providing for the Company will be responsible for the purchase of [SPECIFY] for Buyer. The agreement will contain the customary terms and conditions found in employment agreements in similar transactions and will provide for the usual non-competition and non-solicitation covenants to be entered into by the Company in favour of Buyer. It is expressly understood that if the contemplated transaction is consummated, the aggregate amount of commission paid or payable to yourselves (net of reasonable expenses acceptable to Buyer) in respect of all purchases of [SPECIFY] made through you from the date of this Letter of Intent to the date of closing, with the exception of commissions earned on the [NUMBER] truckloads of [SPECIFY] to be delivered to Buyer during the week of [DATE] to [DATE], will be applied against remuneration payable to the Company in the first year of his employment agreement. If the contemplated transaction is not consummated, all such commissions paid or payable will be treated as commissions. Buyer will enter into a [NUMBER]-year employment agreement with [EMPLOYEE NAME], providing for the payment of a gross base salary of [ANNUAL SALARY] per year, to be paid weekly, subject to annual review. [EMPLOYEE NAME] will be President of the Business and the employment agreement will provide for health benefits, automobile, expenses and bonus arrangements","Letter of Intent_Acquisition of Business","3",513,"https://templates.business-in-a-box.com/imgs/1000px/letter-of-intent_acquisition-of-business-D5197.png","https://templates.business-in-a-box.com/imgs/250px/5197.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5197.xml",{"title":110,"description":6},"letter of intent_acquisition of business",[112,114],{"label":17,"url":113},"business-legal-agreements",{"label":17,"url":113},"letter intent_acquisition business","/template/letter-of-intent_acquisition-of-business-D5197",{"description":118,"descriptionCustom":6,"label":119,"pages":120,"size":121,"extension":10,"preview":122,"thumb":123,"svgFrame":124,"seoMetadata":125,"parents":126,"keywords":133,"url":134},"EQUIPMENT LEASE - WITH PURCHASE OPTION This Equipment Lease - Purchase Option (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Lessor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Lessee\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WITNESSETH: WHEREAS the Lessor wishes to enter into an operating lease with the Lessee for the equipment hereinafter described; WHEREAS the Lessee wishes to lease such equipment from the Lessor on the basis of the operating lease terms and conditions hereinafter set forth; NOW THEREFORE, the parties hereby agree as follows: 1. LEASE AGREEMENT 1.1 Lessor hereby leases to Lessee, and Lessee hereby rents from Lessor all the machinery, equipment and other personal and movable property (hereinafter collectively called the \"Equipment\" and individually an \"item\" of Equipment) described in Schedule \"A\" hereto or in such replacement equipment lease schedules which may from time to time hereafter be executed by Lessor and Lessee and attached hereto or incorporated herein by reference, upon the terms and conditions set forth in this Lease, as supplemented by the terms and conditions set forth in the appropriate schedule identifying such items of Equipment. 1.2 All of the terms and conditions of this Lease shall govern the rights and obligations of Lessor and Lessee except as specifically modified in writing. Whenever reference is made herein to \"this Lease\", it shall be deemed to include each of the various schedules identifying all items of Equipment and any additional terms applying to any item of Equipment, all of which constitute one undivided lease of the Equipment on the terms and conditions incorporated herein by reference. 2. TERM 2.1 The obligations under this Lease in respect of the Equipment shall commence as of and from [DATE], and shall continue until [DATE] inclusively (provided Lessee is not in default hereunder at such time) and unless terminated prior thereto pursuant to the provisions hereof and unless modified by any schedule. 3. RENTAL PAYMENTS 3.1 Lessee shall pay to Lessor as rent for the Equipment monthly rent payments during the term of this Lease in the amount of [AMOUNT IN LETTERS] Dollars ($[AMOUNT]) each month. 3.2 The Lessor shall receive from the Lessee, upon or prior to the execution hereof, a non-refundable commitment fee of [AMOUNT IN LETTERS] Dollars ($[AMOUNT]). 3.3 The first rental payment shall be due and payable on [DATE], and the subsequent monthly rental payments shall be due on the [NUMBER IN LETTERS] ([NUMBER]) day of each month thereafter during the term hereof, each at the office of the Lessor, [YOUR COMPLETE ADDRESS], or at the offices of its assigns (or at such other place as Lessor from time to time designates in writing). The receipt of any check or other item on account of any rental payment will not be considered as payment thereof unless such check or other item is honored when presented for payment. 3.4 Lessee shall have the sole responsibility for and shall duly and punctually pay all Taxes and all license and similar fees payable at any time upon, or in respect of, the Equipment, this Lease, any rent payments and any other payments or transactions contemplated hereunder. As used herein, \"Taxes\" means any and all taxes, imposts, levies, fees, duties and charges imposed by any federal, [state/provincial], municipal or other taxing authority on Lessor, Lessee or the Equipment, its purchase, sale, ownership, delivery, possession, operation or lease, including, without limitation, sales, excise, use, property, business transfer, goods and services and value added taxes. 4. TERMS AND CONDITIONS OF LEASE 4.1 The terms and conditions of this Lease annexed hereto as Schedule \"B\" are incorporated herein by reference as if fully set forth herein and shall be deemed to form an integral part of this Lease. 5. GENERAL TERMS 5.1 This Lease shall be interpreted and construed in accordance with the laws of the [State/Province] of [STATE/PROVINCE] and treated in all respects as an [STATE/PROVINCE] contract. 5.2 All amounts expressed herein and in the various Schedules hereto are in legal tender of [COUNTRY] ([COUNTRY] $), unless expressly provided otherwise. 5.3 This Lease shall enure to the benefit of and be binding upon Lessor and Lessee and their respective successors and permitted assigns. 5.4 This Lease and the rights and obligations hereunder may not be assigned by Lessee without the prior express written consent of Lessor. Lessor may assign this Lease and its rights and obligations hereunder at any time in whole or in part. 5.5 Lessee acknowledges that all additional security now or hereafter held by Lessor as security for any debts or obligations of Lessee to Lessor shall secure the obligations of Lessee to Lessor under this Lease. 5.6 Lessee hereby acknowledges receipt of an executed copy of this Lease. IN WITNESS WHEREOF, each party to this agreement has caused it to be executed at [place of execution] on the date indicated above. LESSOR LESSEE Authorized Signature Authorized Signature Print Name and Title Print Name and Title SCHEDULE A EQUIPMENT DESCRIPTION SCHEDULE B TERMS AND CONDITIONS OF LEASE Warranty Limits and Disclaimer The terms and conditions set out in the Purchase and Security Agreement between [YOUR COMPANY NAME] and Lessee dated [DATE] regarding warranty limits and disclaimers with respect to the items of Equipment respectively dealt with therein are incorporated herein by reference as if herein set forth at length. Without limiting the generality of the foregoing, LESSOR HEREBY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES AND CONDITIONS (INCLUDING BUT NOT LIMITED TO WARRANTIES AND CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE), AND ANY AGREEMENTS, REPRESENTATIONS, AFFIRMATIONS OR WARRANTIES, WHETHER ORAL OR WRITTEN, MADE BY ANY AGENT, EMPLOYEE OR REPRESENTATIVE OF LESSOR, UNLESS SPECIFICALLY SET FORTH IN THIS PARAGRAPH OR SPECIFICALLY INCORPORATED HEREIN BY REFERENCE. LESSOR'S LIABILITY FOR ANY DEFECT IN MATERIAL OR WORKMANSHIP OF THE EQUIPMENT IS LIMITED TO THE WARRANTY SET FORTH IN THIS PARAGRAPH AND LESSOR SHALL NOT BE LIABLE FOR BREACH OF CONTRACT ARISING FROM ANY DEFECT IN MATERIAL OR WORKMANSHIP OF THE EQUIPMENT. IN NO EVENT SHALL LESSOR BE LIABLE FOR LOSSES BASED UPON DOWNTIME, OVERHEAD, LOST LABOUR, DAMAGES TO MACHINERY, SPOILAGE, LOST PRODUCTION OR PROFITS OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THIS TRANSACTION. LESSOR SHALL NOT BE LIABLE FOR ANY OTHER FAILURES OR DEFECTS. Except as expressly provided above, Lessee agrees that Lessor has not given any express or implied representation or warranty as to the design, merchantability, suitability, durability or condition of the Equipment and the doctrine of fundamental breach shall have no application to this Lease. 2. Equipment Owned by Lessor This Lease is one of leasing only and Lessee shall not have or acquire any right, title or interest in or to the Equipment, which shall remain with Lessor, except the right of Lessee and its competent employees to use or operate the Equipment as provided herein. Lessee hereby expressly waives any rights, benefits or protection given to it by the laws, present or future, of any jurisdiction, in favor of conditional sales lessees or bailees. 3. Loss or Damage to Equipment Lessee assumes the entire risk of loss of or damage to the Equipment from any cause whatsoever. No loss or damage to the Equipment or any part thereof shall affect or impair the obligations of Lessee hereunder which shall continue in full force and effect. 4","Equipment Lease Agreement With Option to Purchase","12",73,"https://templates.business-in-a-box.com/imgs/1000px/equipment-lease-agreement_with-option-to-purchase-D1143.png","https://templates.business-in-a-box.com/imgs/250px/1143.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1143.xml",{"title":6,"description":6},[127,130],{"label":128,"url":129},"Production & Operations","production-operations",{"label":131,"url":132},"Equipment Agreement","equipment-agreement","equipment lease agreement with option to purchase","/template/equipment-lease-agreement-with-option-to-purchase-D1143",{"description":136,"descriptionCustom":6,"label":137,"pages":104,"size":105,"extension":10,"preview":138,"thumb":139,"svgFrame":140,"seoMetadata":141,"parents":143,"keywords":142,"url":148},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":142,"description":6},"non disclosure agreement nda",[144,145],{"label":17,"url":113},{"label":146,"url":147},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":150,"descriptionCustom":6,"label":151,"pages":86,"size":105,"extension":10,"preview":152,"thumb":153,"svgFrame":154,"seoMetadata":155,"parents":157,"keywords":156,"url":164},"CHECKLIST CUSTOMER DUE DILIGENCE Customer Due Diligence (CDD) is a critical process to ensure compliance with regulatory standards and safeguard against financial crimes. This checklist outlines the essential steps for effective CDD, from initial customer contact to ongoing monitoring and record-keeping. Gathering Customer Information: Individual Customers Full Name: Date of Birth: Nationality: Residential Address: Mailing Address (if different): Contact Number: Email Address: Identification Type (e.g., Passport, Driver's License): Identification Number: Issuing Country/Authority: Expiry Date of Identification Document: Corporate Customers Company Name: Registration Number: Country of Incorporation: Registered Address: Business Address (if different): Nature of Business: Date of Incorporation: Contact Number: Email Address: Website (if any): Directors' Names and Details: Ultimate Beneficial Owners (UBOs) Names and Details: Shareholding Structure: Identity Verification: Verify Identity Documents Document Verification (type of document, number, expiration date) Biometric Verification (if applicable) Verify Address Utility Bill Bank Statement Lease Agreement Additional Verification (if needed): Biometric Authentication Passive Liveness Detection Risk Assessment: Customer Type (Individual/Business): Customer Segment (Retail/Corporate): Industry: Expected Account Activity (Transaction Types, Volumes, and Values): Source of Funds: Purpose of the Account: Geographical Risk (Customer's Country of Origin/Operation): Any High-Risk Indicators (e.g., PEP, sanctions, negative media): Risk Profile Determination (Low, Medium, High): Enhanced Due Diligence (EDD) for High-Risk Customers:","Checklist Customer Due Diligence","https://templates.business-in-a-box.com/imgs/1000px/checklist-customer-due-diligence-D13916.png","https://templates.business-in-a-box.com/imgs/250px/13916.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13916.xml",{"title":156,"description":6},"checklist customer due diligence",[158,161],{"label":159,"url":160},"Business Plan Kit","business-plan-kit",{"label":162,"url":163},"Business Procedures","business-procedures","/template/checklist-customer-due-diligence-D13916",{"description":166,"descriptionCustom":6,"label":167,"pages":168,"size":169,"extension":10,"preview":170,"thumb":171,"svgFrame":172,"seoMetadata":173,"parents":174,"keywords":181,"url":182},"COMMERCIAL LEASE AGREEMENT This Lease Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Landlord\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [TENANT NAME] (the \"Tenant\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] DESCRIPTION OF PREMISES Landlord leases to Tenant the premises located at [address], [city], [state], and described more particularly as follows: [insert legal description]. GRANT OF LEASE Landlord, in consideration of the rents to be paid and the covenants and agreements to be performed and observed by the Tenant, does hereby lease to the Tenant and the Tenant does hereby lease and take from the Landlord the property described in Exhibit \"A\" attached hereto and by reference made a part hereof (the \"Leased Premises\"), together with, as part of the parcel, all improvements located thereon. LEASE TERM Total Term of Lease: The term of this Lease shall begin on the commencement date, as defined in Section b) of this Article 3, and shall terminate on [DATE]. Commencement Date: The \"Commencement Date\" shall mean the date on which the Tenant shall commence to conduct business on the Leased Premised, so long as such date is not in excess of [NUMBER] days subsequent to execution hereof. EXTENSIONS The parties hereto may elect to extend this Agreement upon such terms and conditions as may be agreed upon in writing and signed by the parties at the time of any such extension. DETERMINATION OF RENT The Tenant agrees to pay the Landlord and the Landlord agrees to accept, during the term hereof, at such place as the Landlord shall from time to time direct by notice to the Tenant, rent at the following rates and times: Annual Rent: Annual rent for the term of the Lease shall be [AMOUNT], plus applicable sales tax. Payment of Yearly Rent: The annual rent shall be payable in advance in equal monthly installments of one-twelfth (1/12th) of the total yearly rent, which shall be [AMOUNT], on the first day of each and every calendar month during the term hereof, and prorata for the fractional portion of any month, except that on the first day of the calendar month immediately following the Commencement Date, the Tenant shall also pay to the Landlord rent at the said rate for any portion of the preceding calendar month included in the term of this Lease. Reference to yearly rent hereunder shall not be implied or construed to the effect that this Lease or the obligation to pay rent hereunder is from year to year, or for any term shorter than the existing Lease term, plus any extensions as may be agreed upon. A late fee in the amount of [AMOUNT] shall be assessed if payment is not postmarked or received by Landlord on or before the tenth day of each month. USE OF PROPERTY BY TENANT The Leased Premises may be occupied and used by Tenant exclusively as a [DESCRIBE], to be known as a [DESCRIBE]. Nothing herein shall give Tenant the right to use the property for any other purpose or to sublease, assign, or license the use of the property to any Sub-Tenant, assignee, or licensee, which or who shall use the property for any other use. RESTRICTIONS ON USE Tenant shall not use the demised premises in any manner that will increase risks covered by insurance on the demised premises and result in an increase in the rate of insurance or a cancellation of any insurance policy, even if such use may be in furtherance of Tenant's business purposes. Tenant shall not keep, use, or sell anything prohibited by any policy of fire insurance covering the demised premises, and shall comply with all requirements of the insurers applicable to the demised premises necessary to keep in force the fire and liability insurance. WASTE, NUISANCE, OR UNLAWFUL ACTIVITY Tenant shall not allow any waste or nuisance on the demised premises, or use or allow the demised premises to be used for any unlawful purpose. DELAY IN DELIVERING POSSESSION This lease agreement shall not be rendered void or voidable by the inability of Landlord to deliver possession to Tenant on the date set forth in Section 3. Landlord shall not be liable to Tenant for any loss or damage suffered by reason of such a delay; provided, however, that Landlord does deliver possession no later than [date]. In the event of a delay in delivering possession, the rent for the period of such delay will be deducted from the total rent due under this lease agreement. No extension of this lease agreement shall result from a delay in delivering possession. SECURITY DEPOSIT The Tenant has deposited with the Landlord the sum of [AMOUNT] as security for the full and faithful performance by the Tenant of all the terms of this lease required to be performed by the Tenant. Such sum shall be returned to the Tenant after the expiration of this lease, provided the Tenant has fully and faithfully carried out all of its terms. In the event of a bona fide sale of the property of which the leased premises are a part, the Landlord shall have the right to transfer the security to the purchaser to be held under the terms of this lease, and the Landlord shall be released from all liability for the return of such security to the Tenant. TAXES Property Taxes: The Tenant shall be liable for all taxes levied against any leasehold interest of the Tenant or personal property and trade fixtures owned or placed by the Tenant in the Leased Premises. Real Estate Taxes: During the continuance of this lease Landlord shall deliver to Tenant a copy of any real estate taxes and assessments against the Leased Property. From and after the Commencement Date, the Tenant shall pay to Landlord not later than [NUMBER] days after the day on which the same may become initially due, all real estate taxes and assessments applicable to the Leased Premises, together with any interest and penalties lawfully imposed thereon as a result of Tenant's late payment thereof, which shall be levied upon the Leased Premises during the term of this Lease. Contest of Taxes: The Tenant, at its own cost and expense, may, if it shall in good faith so desire, contest by appropriate proceedings the amount of any personal or real property tax. The Tenant may, if it shall so desire, endeavor at any time or times, by appropriate proceedings, to obtain a reduction in the assessed valuation of the Leased Premises for tax purposes. In any such event, if the Landlord agrees, at the request of the Tenant, to join with the Tenant at Tenant's expense in said proceedings and the Landlord agrees to sign and deliver such papers and instruments as may be necessary to prosecute such proceedings, the Tenant shall have the right to contest the amount of any such tax and the Tenant shall have the right to withhold payment of any such tax, if the statute under which the Tenant is contesting such tax so permits. Payment of Ordinary Assessments: The Tenant shall pay all assessments, ordinary and extraordinary, attributable to or against the Leased Premises not later than [NUMBER] days after the day on which the same became initially due. The Tenant may take the benefit of any law allowing assessments to be paid in installments and in such event the Tenant shall only be liable for such installments of assessments due during the term hereof. ","Commercial Lease Agreement","19",145,"https://templates.business-in-a-box.com/imgs/1000px/lease-agreement-D1179.png","https://templates.business-in-a-box.com/imgs/250px/1179.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1179.xml",{"title":6,"description":6},[175,178],{"label":176,"url":177},"Real Estate","real-estate-business",{"label":179,"url":180},"Business Checklists","business-checklists","lease agreement","/template/lease-agreement-D1179",false,{"seo":185,"reviewer":198,"legal_disclaimer":202,"quick_facts":203,"at_a_glance":205,"personas":209,"variants":234,"glossary":263,"clauses":300,"how_to_fill":349,"common_mistakes":390,"faqs":415,"industries":446,"comparisons":463,"diy_vs_lawyer":477,"jurisdictions":490,"related_template_ids_curated":511,"schema":522,"classification":523},{"meta_title":186,"meta_description":187,"primary_keyword":188,"secondary_keywords":189},"Asset Purchase Agreement for Real Estate Template | BIB","Free asset purchase agreement template for real estate property transactions.","asset purchase agreement real estate template",[190,191,192,193,194,195,196,197],"real estate asset purchase agreement template","property purchase agreement template","real estate purchase contract template","asset purchase agreement template word","commercial real estate purchase agreement","real estate asset purchase agreement free","property acquisition agreement template","real estate purchase agreement download",{"name":199,"credential":200,"reviewed_date":201},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":204,"legal_review_recommended":202,"signature_required":202,"notarization_required":183},"advanced",{"what_it_is":206,"when_you_need_it":207,"whats_inside":208},"An Asset Purchase Agreement for a Real Estate Property is a legally binding contract between a buyer and a seller that documents the terms under which specific real property assets change ownership. This free Word download covers purchase price, earnest money deposit, due diligence period, representations and warranties, closing conditions, and title transfer in a single structured document you can edit online and export as PDF.\n","Use it when acquiring commercial property, investment real estate, or land as an asset purchase — separate from any business entity — so that ownership of the physical property and its associated rights transfers directly to the buyer. It is the foundational document for any real property transaction where the parties want enforceable obligations in writing before closing.\n","Property identification and legal description, purchase price and payment structure, earnest money and escrow terms, due diligence and inspection period, representations and warranties from both parties, closing conditions, proration of taxes and utilities, title insurance requirements, default and remedy provisions, and governing law.\n",[210,214,218,222,226,230],{"title":211,"use_case":212,"icon_asset_id":213},"Commercial real estate investors","Acquiring office, retail, or industrial property directly as an asset","persona-investor",{"title":215,"use_case":216,"icon_asset_id":217},"Small business owners","Purchasing the building their business occupies from a landlord or third party","persona-small-business-owner",{"title":219,"use_case":220,"icon_asset_id":221},"Real estate developers","Buying land or existing structures for redevelopment or repositioning","persona-real-estate-developer",{"title":223,"use_case":224,"icon_asset_id":225},"Private equity and fund managers","Structuring portfolio acquisitions of income-producing properties","persona-private-equity",{"title":227,"use_case":228,"icon_asset_id":229},"Corporate real estate teams","Acquiring properties for owner-occupied headquarters or branch locations","persona-corporate-counsel",{"title":231,"use_case":232,"icon_asset_id":233},"Estate and trust administrators","Selling inherited or trust-held real property to a third-party buyer","persona-estate-administrator",[235,239,243,247,251,255,259],{"situation":236,"recommended_template":237,"slug":238},"Purchasing a commercial building outright for business use","Asset Purchase Agreement for a Real Estate Property","asset-purchase-agreement-for-a-real-estate-property-D930",{"situation":240,"recommended_template":241,"slug":242},"Acquiring a business along with its real property in a single transaction","Business Asset Purchase Agreement","asset-purchase-agreement-for-a-retail-business-D931",{"situation":244,"recommended_template":245,"slug":246},"Buying shares of the entity that owns the property instead of the property itself","Share Purchase Agreement","share-purchase-agreement-deemed-dividend-D342",{"situation":248,"recommended_template":249,"slug":250},"Transferring real property between related entities or family members","Deed of Transfer / Quitclaim Deed","quitclaim-deed-D394",{"situation":252,"recommended_template":253,"slug":254},"Leasing real property with an option to buy at a later date","Lease Agreement with Option to Purchase","equipment-lease-agreement-with-option-to-purchase-D1143",{"situation":256,"recommended_template":257,"slug":258},"Purchasing residential property as a personal investment","Residential Real Estate Purchase Agreement","real-estate-purchase-agreement-D13234",{"situation":260,"recommended_template":261,"slug":262},"Seller financing the purchase instead of a third-party lender","Seller Financing Agreement / Promissory Note","security-agreement-and-promissory-note-D912",[264,267,270,273,276,279,282,285,288,291,294,297],{"term":265,"definition":266},"Asset Purchase","A transaction in which the buyer acquires specific assets — in this case, real property — rather than shares or membership interests in the entity that owns them.",{"term":268,"definition":269},"Earnest Money Deposit","A good-faith sum paid by the buyer into escrow at signing to demonstrate serious intent; applied to the purchase price at closing or forfeited if the buyer defaults without cause.",{"term":271,"definition":272},"Due Diligence Period","A contractually defined window — typically 15 to 45 days — during which the buyer may inspect the property, review documents, and terminate the agreement without penalty if unsatisfied.",{"term":274,"definition":275},"Legal Description","The precise, government-recorded description of a parcel of real estate — metes and bounds, lot and block, or township-range system — that uniquely identifies the property in public records.",{"term":277,"definition":278},"Title Insurance","An insurance policy protecting the buyer (and lender) against undiscovered defects in the property's chain of title, such as prior liens, encumbrances, or ownership disputes.",{"term":280,"definition":281},"Prorations","The allocation of recurring property costs — real estate taxes, HOA fees, utility deposits — between buyer and seller based on the closing date.",{"term":283,"definition":284},"Representations and Warranties","Factual statements each party makes about themselves and the property, the accuracy of which is a condition to closing and may give rise to indemnification claims if false.",{"term":286,"definition":287},"Closing Conditions","Specific requirements that must be satisfied before the transaction can close — such as clear title, financing approval, and completion of agreed repairs.",{"term":289,"definition":290},"Escrow","A neutral third-party arrangement — typically a title company or attorney — that holds funds and documents and disburses them only when all closing conditions are met.",{"term":292,"definition":293},"Easement","A recorded right allowing a third party — such as a utility company or neighboring owner — to use a portion of the property for a specific purpose, which survives a change in ownership.",{"term":295,"definition":296},"Indemnification","A contractual obligation by one party to compensate the other for losses arising from a breach of representations, warranties, or covenants in the agreement.",{"term":298,"definition":299},"Closing Date","The specific date on which ownership legally transfers, funds are disbursed from escrow, and the deed is recorded in the applicable public registry.",[301,306,311,316,320,325,330,334,339,344],{"name":302,"plain_english":303,"sample_language":304,"common_mistake":305},"Property Identification and Legal Description","Precisely identifies the real property being sold using its recorded legal description, street address, tax parcel number, and any included personal property or fixtures.","Seller agrees to sell and Buyer agrees to purchase the real property located at [STREET ADDRESS], [CITY], [STATE/PROVINCE] [ZIP/POSTAL CODE], legally described as [LEGAL DESCRIPTION], Tax Parcel No. [PARCEL NUMBER], together with all improvements, fixtures, and appurtenances thereto ('Property').","Using only a street address without the recorded legal description. If the street address and parcel records conflict, the agreement may describe the wrong property, creating a title defect that can unwind the transaction at closing.",{"name":307,"plain_english":308,"sample_language":309,"common_mistake":310},"Purchase Price and Payment Terms","States the total consideration, the breakdown between earnest money deposit and balance due at closing, and whether any portion is financed by a third-party lender or the seller.","The total Purchase Price for the Property is [PURCHASE PRICE IN WORDS] ($[AMOUNT]). Buyer shall pay an Earnest Money Deposit of $[DEPOSIT AMOUNT] within [X] business days of execution. The balance of $[BALANCE] shall be paid at Closing by wire transfer of immediately available funds.","Stating the purchase price in numerals only. When numerals and written amounts conflict on any financial instrument or legal document, the written amount controls — leaving both figures out of sync creates ambiguity and potential disputes.",{"name":312,"plain_english":313,"sample_language":314,"common_mistake":315},"Earnest Money and Escrow Terms","Specifies who holds the deposit, the conditions under which it is refundable to the buyer, the conditions under which the seller may retain it as liquidated damages, and the timeline for deposit.","Earnest Money shall be deposited with [ESCROW HOLDER NAME] ('Escrow Holder') within [X] business days of mutual execution. The Earnest Money is refundable to Buyer if Buyer terminates during the Due Diligence Period or if a Closing Condition is not satisfied. The Earnest Money is non-refundable and shall be retained by Seller as liquidated damages if Buyer defaults after expiration of the Due Diligence Period.","Failing to name a specific escrow holder. When no holder is named and the parties later dispute who should hold the deposit, funds can remain undeposited and the closing timeline breaks down.",{"name":271,"plain_english":317,"sample_language":318,"common_mistake":319},"Grants the buyer a defined window to inspect the property physically, review environmental reports, leases, permits, tax records, and financial statements, and to terminate without penalty if findings are unsatisfactory.","Buyer shall have [X] calendar days from the Effective Date ('Due Diligence Period') to conduct all inspections and investigations. Buyer may terminate this Agreement for any reason by delivering written notice to Seller prior to expiration of the Due Diligence Period, whereupon Escrow Holder shall return the Earnest Money to Buyer.","Setting a due diligence period shorter than the time needed to obtain environmental, structural, and title reports. Rushed diligence leaves buyers with undiscovered encumbrances, code violations, or contamination that cannot be negotiated away after the period expires.",{"name":321,"plain_english":322,"sample_language":323,"common_mistake":324},"Representations and Warranties of Seller","Lists the seller's factual statements about the property — clear title, no undisclosed litigation, no known material defects, compliance with applicable laws, and accuracy of all documents delivered — that must be true at closing.","Seller represents and warrants that: (a) Seller has full legal authority to sell the Property; (b) to Seller's actual knowledge, there are no material defects in the Property not disclosed in writing; (c) the Property is not subject to any pending litigation, condemnation, or governmental proceeding; and (d) all leases, permits, and approvals affecting the Property have been disclosed to Buyer.","Limiting seller representations to 'actual knowledge' without defining what 'actual knowledge' means. Courts interpret this differently — some hold that a seller cannot avoid liability by deliberately avoiding inquiry into facts readily available to them.",{"name":326,"plain_english":327,"sample_language":328,"common_mistake":329},"Title and Survey Conditions","Requires the seller to deliver marketable, insurable title at closing, sets the buyer's deadline to raise title objections, and defines what constitutes a permitted exception versus a defect that allows the buyer to terminate.","Seller shall deliver marketable title to the Property at Closing, free and clear of all liens, encumbrances, and exceptions other than Permitted Exceptions listed in Exhibit A. Buyer shall obtain a title commitment within [X] days of the Effective Date and deliver written objections within [Y] days thereafter. Seller shall have [Z] days to cure objections.","Not defining 'Permitted Exceptions' in an exhibit. Blanket language permitting 'standard exceptions' can inadvertently allow restrictive covenants, access easements, or senior liens to survive closing without the buyer's informed consent.",{"name":286,"plain_english":331,"sample_language":332,"common_mistake":333},"Lists the specific conditions each party must satisfy before the closing can proceed — including delivery of a deed, payoff of liens, satisfaction of financing contingency, and completion of any agreed repairs.","Closing is conditioned upon: (a) Seller delivering a duly executed [WARRANTY / GRANT / QUITCLAIM] Deed; (b) title company issuing an owner's policy of title insurance; (c) Buyer obtaining financing no less favorable than [RATE]% for [TERM] years on or before [DATE]; and (d) completion of Seller's agreed repairs as set out in Exhibit B.","Writing a financing contingency with no deadline and no fallback. An open-ended financing condition can let a buyer hold a property off the market indefinitely without committing to close.",{"name":335,"plain_english":336,"sample_language":337,"common_mistake":338},"Prorations and Closing Costs","Allocates real property taxes, HOA dues, rents from existing tenants, utility deposits, and other periodic charges between buyer and seller based on the closing date, and specifies which party pays each category of closing cost.","Real property taxes and assessments shall be prorated as of the Closing Date based on the most recent available tax bill. Seller shall pay [transfer taxes / deed stamps / broker commissions]. Buyer shall pay [title insurance premium / recording fees / lender fees]. Each party shall pay its own attorney fees.","Agreeing that taxes will be prorated 'at closing' without specifying whether the proration is based on the prior year's actual bill or the current year's estimated bill. This single ambiguity routinely produces post-closing disputes of thousands of dollars.",{"name":340,"plain_english":341,"sample_language":342,"common_mistake":343},"Default and Remedies","Defines what constitutes a default by each party, the notice and cure period, and the available remedies — liquidated damages (retention of earnest money), specific performance, or actual damages.","If Buyer defaults, Seller's sole remedy shall be retention of the Earnest Money as liquidated damages, which the parties agree is a reasonable estimate of Seller's damages. If Seller defaults, Buyer may elect to (a) terminate and receive a return of the Earnest Money, or (b) pursue specific performance in a court of competent jurisdiction.","Granting the seller both liquidated damages and the right to sue for actual damages in the same clause. Courts in many jurisdictions will void the entire remedies clause as unconscionable, leaving the parties without the certainty the clause was meant to provide.",{"name":345,"plain_english":346,"sample_language":347,"common_mistake":348},"Governing Law and Dispute Resolution","Specifies the jurisdiction whose law governs the agreement, the forum for resolving disputes, and whether disputes go to arbitration or litigation — with a carve-out for injunctive relief.","This Agreement shall be governed by the laws of [STATE/PROVINCE/COUNTRY]. Any dispute arising hereunder shall be resolved by [binding arbitration administered by [AAA/JAMS] in [CITY] / litigation in the courts of [COUNTY], [STATE]], except that either party may seek injunctive or other equitable relief in any court of competent jurisdiction without waiving arbitration.","Choosing governing law based on where the buyer is incorporated rather than where the property is located. Real property is governed by the law of the situs — the jurisdiction where the land sits — regardless of contractual choice-of-law provisions in most countries.",[350,355,360,365,370,375,380,385],{"step":351,"title":352,"description":353,"tip":354},1,"Identify the parties and confirm legal authority","Enter the full legal names of buyer and seller — individuals use full legal names as on government ID; entities use the registered legal name and state or province of formation. Confirm the seller has authority to sell by checking title records and, for entities, corporate resolutions or LLC operating agreements.","Request a certificate of good standing for any selling entity before drafting — a dissolved or administratively terminated entity cannot convey clear title.",{"step":356,"title":357,"description":358,"tip":359},2,"Insert the full legal description of the property","Copy the legal description verbatim from the most recent deed recorded in the applicable land records office. Include the tax parcel number, street address, and a description of any fixtures, personal property, or appurtenances included in the sale.","Order a preliminary title report before finalizing this section — it will surface any discrepancies between the deed description and current public records.",{"step":361,"title":362,"description":363,"tip":364},3,"Set the purchase price, deposit amount, and payment mechanics","State the total purchase price in both numerals and written words. Define the earnest money amount, the deadline for deposit, the escrow holder's name and contact, and the payment method for the closing balance — wire transfer is standard for commercial transactions.","Set the earnest money at 1–3% of the purchase price for residential property and 2–5% for commercial — enough to signal commitment without overexposing the buyer in a deal that may not close.",{"step":366,"title":367,"description":368,"tip":369},4,"Define the due diligence period and deliverables","Set a realistic due diligence window — 30 days minimum for a simple commercial property, 45–60 days for properties with environmental concerns, multiple tenants, or complex entitlements. List the documents the seller must deliver within a specified number of days of execution.","Build a due diligence checklist as an exhibit: title commitment, survey, environmental Phase I, lease abstracts, utility bills for the last 24 months, and permits.",{"step":371,"title":372,"description":373,"tip":374},5,"Negotiate and document seller representations","Work through each representation category — title, litigation, environmental condition, lease status, code compliance, and physical condition — and agree on whether each is given to 'actual knowledge' or as an absolute warranty. Document any known exceptions in a disclosure schedule.","Ask the seller to complete a written property disclosure statement before finalizing representations — it creates a record of what was known at signing and limits post-closing disputes.",{"step":376,"title":377,"description":378,"tip":379},6,"Complete the title and permitted exceptions exhibit","Attach a copy of the preliminary title report and list each recorded exception the buyer agrees to accept — utility easements, CC&Rs, and non-monetary encumbrances. Any exception not listed remains a seller obligation to cure.","Have your title officer confirm in writing which exceptions are insurable — non-insurable exceptions require negotiation or removal before closing.",{"step":381,"title":382,"description":383,"tip":384},7,"Set closing conditions, closing date, and proration methodology","Enter the target closing date, the financing contingency deadline and loan terms, and the proration basis for taxes and rents. List any repairs the seller must complete before closing as a separate exhibit with cost estimates.","Set a closing date 10–15 days beyond your expected lender or escrow timeline as a buffer — extension provisions with a per-day carry cost protect both parties if closing slips.",{"step":386,"title":387,"description":388,"tip":389},8,"Execute before funds are deposited and have the deed prepared simultaneously","Both parties must sign the agreement before earnest money is wired to escrow. Engage a title company or real estate attorney to prepare the deed in the correct form for the jurisdiction — warranty deed, grant deed, or special warranty deed — so it is ready for review well before the closing date.","In states with attorney-closing requirements (e.g., New York, Massachusetts, South Carolina), engage counsel before execution — not at closing — to avoid last-minute delays.",[391,395,399,403,407,411],{"mistake":392,"why_it_matters":393,"fix":394},"Using street address instead of recorded legal description","A street address alone does not uniquely identify a parcel in law. If the address and the parcel records conflict, the agreement describes the wrong property, and the resulting deed can be challenged as conveying title to the incorrect land.","Copy the legal description verbatim from the most recent recorded deed and attach a copy of the current title commitment as an exhibit before both parties sign.",{"mistake":396,"why_it_matters":397,"fix":398},"Open-ended financing contingency with no deadline","A financing condition without a firm approval deadline allows a buyer to hold the property off the market indefinitely without committing to close, depriving the seller of the ability to relist or pursue other buyers.","Set a specific financing contingency deadline — typically 21–30 days from execution — and require the buyer to deliver written evidence of loan commitment or waive the contingency by that date.",{"mistake":400,"why_it_matters":401,"fix":402},"Governing law clause that conflicts with property situs","Real property is always governed by the law of the jurisdiction where it is physically located. A choice-of-law clause selecting another state or country's law will be disregarded by courts for property-specific issues — title, recording, and transfer taxes — leaving the parties uncertain about which rules apply.","Set governing law as the state, province, or country where the property is located. Reserve a different choice-of-law clause only for non-property provisions like dispute resolution or indemnification.",{"mistake":404,"why_it_matters":405,"fix":406},"Combining liquidated damages with a right to sue for actual damages","Drafting the seller's remedies to include both retention of the earnest money and a right to pursue damages creates an internally contradictory clause. Courts in many jurisdictions will void the entire remedies section, leaving both parties without the certainty the clause was intended to provide.","Elect one remedy for the seller on buyer default — either liquidated damages (earnest money forfeiture) or actual damages — and state clearly that it is the seller's sole and exclusive remedy.",{"mistake":408,"why_it_matters":409,"fix":410},"Skipping the due diligence period entirely on a 'clean' deal","Waiving due diligence to accelerate a transaction means the buyer closes without confirming clear title, environmental status, code compliance, or the accuracy of seller representations. Defects discovered post-closing are far more expensive to resolve than those caught before.","Retain at minimum a 15-day due diligence period even on straightforward transactions. Use the time to obtain a title commitment, a property condition report, and confirmation of any existing leases or encumbrances.",{"mistake":412,"why_it_matters":413,"fix":414},"Tax proration based on ambiguous 'most recent bill' language","If the most recent available tax bill is the prior year's and the current year's assessment has increased significantly, the seller is undercharged and the buyer overpays their share by thousands of dollars — a dispute that routinely surfaces at the first post-closing tax payment.","Specify whether proration uses the prior year's final bill, the current year's estimated bill, or a mutually agreed estimated amount, and include a post-closing true-up mechanism within 30 days of the actual tax bill being issued.",[416,419,422,425,428,431,434,437,440,443],{"question":417,"answer":418},"What is an asset purchase agreement for real estate?","An asset purchase agreement for real estate is a legally binding contract between a buyer and a seller that governs the transfer of ownership of a specific parcel of real property as a direct asset purchase. It defines the purchase price, earnest money deposit, due diligence rights, seller representations and warranties, title requirements, closing conditions, and the allocation of costs and taxes between the parties. Unlike a share purchase, the buyer acquires the land and improvements directly — not an interest in the entity that owns them.\n",{"question":420,"answer":421},"What is the difference between an asset purchase and a share purchase for real estate?","In an asset purchase, the buyer acquires the real property itself — land, improvements, and associated rights — and takes on only the liabilities explicitly assumed in the agreement. In a share purchase, the buyer acquires equity in the entity that owns the property, inheriting all of that entity's liabilities, including undisclosed ones. Asset purchases are generally preferred for real estate because the buyer gets a clean title transfer, a fresh depreciation basis, and no exposure to the selling entity's pre-closing liabilities.\n",{"question":423,"answer":424},"Is an asset purchase agreement for real estate legally required?","Most jurisdictions do not require a formal asset purchase agreement by name, but they do require a written contract for any real property sale to be enforceable under the Statute of Frauds. A properly drafted agreement satisfies that writing requirement and provides the detailed terms — due diligence rights, representations, closing conditions — that a bare deed or letter of intent does not. Without it, parties are left to rely on verbal understandings that courts will not enforce.\n",{"question":426,"answer":427},"What should a real estate asset purchase agreement include?","At minimum: the full legal description of the property, purchase price and payment breakdown, earnest money amount and escrow holder, due diligence period and termination rights, seller representations and warranties, title and survey conditions, closing conditions and target closing date, proration of taxes and rents, allocation of closing costs, default and remedy provisions, and governing law. Any included personal property or fixtures should be listed in a schedule, and permitted title exceptions should be attached as an exhibit.\n",{"question":429,"answer":430},"How long should the due diligence period be in a real estate purchase agreement?","The appropriate due diligence period depends on the complexity of the property. For straightforward commercial properties with clean title, 15–30 days is typical. Properties with multiple tenants, environmental concerns, entitlement issues, or significant deferred maintenance warrant 45–60 days. For large portfolio acquisitions or properties in regulated industries, 60–90 days is common. Setting the period too short is the most common mistake buyers make — undiscovered defects after expiration cannot be raised to terminate without forfeiting the earnest money deposit.\n",{"question":432,"answer":433},"Who pays closing costs in a real estate asset purchase?","Closing cost allocation is negotiable and varies by jurisdiction and market custom. Sellers typically pay real estate broker commissions, deed transfer or stamp taxes, and any cost to clear title defects. Buyers typically pay for lender fees, title insurance premiums, recording fees, and survey costs. Attorney fees are generally paid by each party for their own counsel. The agreement should state each party's obligations explicitly rather than relying on local custom, which can shift in a buyer's or seller's market.\n",{"question":435,"answer":436},"Can I use this template for residential property as well as commercial?","This template is designed primarily for commercial real estate and investment property asset purchases. Residential transactions in most US states and Canadian provinces are governed by jurisdiction-specific standard forms (e.g., CAR forms in California, OREA forms in Ontario) that include consumer protection disclosures required by state or provincial law. Using a commercial template for a residential purchase may omit mandatory disclosures. Consult a local real estate attorney or agent before adapting this template for a residential transaction.\n",{"question":438,"answer":439},"Does the agreement need to be notarized to be enforceable?","In most jurisdictions, the asset purchase agreement itself does not require notarization to be enforceable between the parties — a signed written contract is sufficient. However, the deed conveying title at closing typically must be notarized and then recorded in the applicable land registry or recorder's office to be valid against third parties. Some states also require the deed to be witnessed in addition to notarized. Check the recording requirements of the jurisdiction where the property is located.\n",{"question":441,"answer":442},"What happens if the buyer cannot obtain financing before the contingency deadline?","If the buyer delivers timely written notice before the financing contingency deadline stating they were unable to obtain a committed loan on the agreed terms, the agreement is typically terminable and the earnest money deposit is returned to the buyer. If the buyer fails to notify the seller before the deadline and cannot close, most agreements treat this as a buyer default — the seller retains the earnest money as liquidated damages. This is why setting a realistic financing contingency deadline — and monitoring it — is critical for both parties.\n",{"question":444,"answer":445},"Do I need a lawyer to complete a real estate asset purchase agreement?","For straightforward investment property acquisitions where the buyer has real estate experience and the property has clean title and no tenants, a well-drafted template can serve as a solid starting point. Legal review is strongly recommended when the property has existing tenants with long-term leases, environmental concerns, entitlement or zoning issues, seller financing, or when the transaction involves cross-border parties. A real estate attorney review typically costs $500–$2,000 and is worthwhile for any transaction above $250,000.\n",[447,451,455,459],{"industry":448,"icon_asset_id":449,"specifics":450},"Commercial Real Estate","industry-real-estate","Tenant rent rolls, estoppel certificates, CAM reconciliation obligations, and existing financing assumption or payoff requirements drive additional exhibits in commercial acquisitions.",{"industry":452,"icon_asset_id":453,"specifics":454},"Retail and Hospitality","industry-retail","Liquor license transfers, health department permits, and FF&E (furniture, fixtures, and equipment) schedules are often bundled into the asset purchase alongside the real property.",{"industry":456,"icon_asset_id":457,"specifics":458},"Manufacturing and Industrial","industry-manufacturing","Environmental Phase I and Phase II site assessments, hazardous materials disclosures, and remediation cost allocation are critical negotiated terms for industrial property acquisitions.",{"industry":460,"icon_asset_id":461,"specifics":462},"Healthcare","industry-healthtech","Certificate of need approvals, zoning for medical use, ADA compliance status, and integration of real property acquisition with equipment and license transfer require coordinated legal review.",[464,467,470,473],{"vs":241,"vs_template_id":465,"summary":466},"asset-purchase-agreement-D12714","A business asset purchase agreement transfers a mix of operating assets — inventory, equipment, customer lists, goodwill, and sometimes real property — from a selling business to a buyer. A real estate asset purchase agreement is focused exclusively on the transfer of real property and its associated rights and obligations. When real estate is one component of a broader business sale, both documents are often used together.",{"vs":245,"vs_template_id":468,"summary":469},"share-purchase-agreement-D151","A share purchase agreement transfers ownership of the entity that holds the property rather than the property itself. The buyer assumes all of the entity's liabilities — disclosed and undisclosed. A real estate asset purchase is generally cleaner for the buyer because title transfers directly, liabilities are expressly assumed or excluded, and the buyer receives a fresh depreciation basis. Share purchases are sometimes preferred for their tax efficiency at the seller level.",{"vs":253,"vs_template_id":471,"summary":472},"lease-agreement-with-option-to-purchase-D13265","A lease with option to purchase lets the buyer occupy and operate the property under a lease while reserving the right to buy it at a predetermined price within a defined window. A real estate asset purchase agreement is used when the parties have agreed to close the transaction without a preliminary lease period. The option structure suits buyers who need time to arrange financing or confirm the property's performance before committing to full ownership.",{"vs":474,"vs_template_id":475,"summary":476},"Letter of Intent (Real Estate)","letter-of-intent-D12781","A letter of intent records the parties' preliminary agreement on price, structure, and key terms before a binding contract is drafted. It is typically non-binding on the material transaction terms. A real estate asset purchase agreement is the binding document that follows a signed letter of intent and governs every aspect of the actual closing. Relying on a letter of intent as a substitute for a signed purchase agreement leaves both parties without enforceable rights.",{"use_template":478,"template_plus_review":482,"custom_drafted":486},{"best_for":479,"cost":480,"time":481},"Experienced real estate investors acquiring straightforward commercial or investment property with clean title and no existing tenants","Free","1–2 hours to complete",{"best_for":483,"cost":484,"time":485},"First-time commercial buyers, transactions with existing tenants or leases, seller financing, or properties with known environmental or zoning issues","$500–$2,000 for attorney review and negotiation support","3–7 business days",{"best_for":487,"cost":488,"time":489},"Large-scale portfolio acquisitions, cross-border transactions, properties requiring environmental remediation, or deals involving entity restructuring alongside the real estate transfer","$3,000–$15,000+ depending on complexity","2–6 weeks",[491,496,501,506],{"code":492,"name":493,"flag_asset_id":494,"note":495},"us","United States","flag-us","Real property contracts must satisfy the Statute of Frauds in every US state — they must be in writing and signed by the party to be charged. Closing practices vary significantly: attorney-closing states (New York, Massachusetts, South Carolina, Georgia) require licensed counsel at closing; escrow states (California, Texas, Arizona) use title companies. Transfer taxes, deed stamp requirements, and seller disclosure obligations differ by state. Non-compete and non-compete rules do not apply, but 1031 exchange provisions are critical for investment buyers deferring capital gains.",{"code":497,"name":498,"flag_asset_id":499,"note":500},"ca","Canada","flag-ca","Real estate transactions in Canada are provincially regulated. Ontario and British Columbia require agreements of purchase and sale to be in writing and signed by both parties. Land transfer taxes are payable by the buyer in most provinces, with Ontario and British Columbia also imposing municipal land transfer taxes in Toronto and Vancouver respectively. Quebec transactions are governed by the Civil Code of Quebec and must be notarized by a Quebec notary. FINTRAC anti-money-laundering identification requirements apply to all real estate transactions.",{"code":502,"name":503,"flag_asset_id":504,"note":505},"uk","United Kingdom","flag-uk","In England and Wales, the exchange of signed contracts creates a binding agreement; completion (closing) typically follows 2–4 weeks later. Stamp Duty Land Tax (SDLT) is payable by the buyer based on purchase price bands and property use. Scotland operates under a separate system — missives form the binding contract and solicitors handle the full conveyancing process. Northern Ireland follows broadly similar rules to England and Wales. Registered title at HM Land Registry is the definitive record of ownership.",{"code":507,"name":508,"flag_asset_id":509,"note":510},"eu","European Union","flag-eu","Real estate transactions across EU member states are subject to local civil law requirements that vary significantly. In Germany and France, a notarial deed authenticated by a civil-law notary is mandatory for the transfer to be valid and registrable. Transfer taxes range from 3.5% in Germany to 10% in Belgium. GDPR compliance is relevant when collecting and processing personal data of counterparties during due diligence. Foreign buyers in some EU states (e.g., Denmark, Croatia) face restrictions on acquiring certain categories of real property and should confirm local eligibility rules before signing.",[512,246,513,254,514,515,516,517,518,519,520,521],"asset-purchase-agreement-D928","letter-of-intent_acquisition-of-business-D5197","non-disclosure-agreement-nda-D12692","checklist-customer-due-diligence-D13916","lease-agreement-D1179","promissory-note-D434","bill-of-sale-D1229","warranty-deed-D993","offer-to-purchase-real-estate-property-D1190","business-ethics-and-conduct-disclosure-statement-D699",{"emit_how_to":202,"emit_defined_term":202},{"primary_folder":113,"secondary_folder":524,"document_type":525,"industry":526,"business_stage":527,"tags":528,"confidence":533},"real-estate-and-leases","agreement","real-estate","all-stages",[526,529,530,531,532],"contract","legal","asset-purchase","property-transfer",0.95,"\u003Ch2>What is an Asset Purchase Agreement for a Real Estate Property?\u003C/h2>\n\u003Cp>An \u003Cstrong>Asset Purchase Agreement for a Real Estate Property\u003C/strong> is a legally binding contract between a buyer and a seller that governs the direct transfer of ownership of a specific parcel of real property — land, improvements, and associated rights — from one party to another. Unlike a share purchase, the buyer acquires the physical asset itself, not an interest in the entity that holds title, which means the buyer takes on only the liabilities explicitly assumed in the agreement and receives a fresh ownership basis for tax and depreciation purposes. The agreement documents every material term of the transaction: the legal description of the property, purchase price, earnest money deposit, due diligence period, seller representations and warranties, title requirements, closing conditions, proration of taxes and carrying costs, and the default remedies available to each party if the other fails to perform.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Proceeding toward a real estate closing without a signed asset purchase agreement exposes both parties to immediate and costly risk. Without enforceable written terms, the seller has no legal basis to retain the buyer's deposit if the buyer walks away, and the buyer has no contractual right to inspect the property, review title, or terminate if a material defect surfaces. Courts across every major jurisdiction refuse to enforce oral agreements for real estate — the Statute of Frauds requires a signed written contract, and a letter of intent or informal email exchange will not satisfy that requirement. Beyond basic enforceability, a properly drafted agreement allocates the real financial risks of a transaction: who bears the cost of undiscovered title defects, what happens if the property is damaged between signing and closing, and who is responsible for unpaid taxes or tenant disputes that predate the sale. This template gives buyers and sellers a structured, jurisdiction-aware starting point that closes those gaps — reducing the time spent negotiating a bespoke agreement from scratch and providing both parties with the certainty needed to move confidently toward closing.\u003C/p>\n",1778773601395]