This Agreement (the “Agreement”) is made as of this ___ day of _______ 20___ by and between ____________________________________(the “PURCHASER/LESSOR”), and _______________________,(the “ SELLER/LESSEE”) and collectively, the “Parties” or individually as “Party” and includes that Party’s successors and assigns.
In consideration of covenants and agreements contained in this agreements, and other good and valuable consideration, the receipt of which is hereby acknowledged, Parties agree to the following terms and conditions and to be bound thereby:
- Parties desire that SELLER shall convey properties and improvements thereon to the PURCHASER and, that thereupon, the PURCHASER shall lease the said properties back to the SELLER, all in accordance with the terms and conditions which follow:
- The agreements and other documentation to be executed by the Parties in connection with such sale-leaseback transactions include, but are not limited to:
(i) a Real Estate Purchase and Sale Contract (“Purchase Agreement); and
(ii) a Lease Agreement (“Lease”).
Sale of the properties. The SELLER agrees to sell and convey, and the PURCHASER agrees to purchase, the following properties (hereinafter “Leased asset”);
This sale shall include all of the SELLER’s right, title, and interest in, to, and under all fixtures
attached or appurtenant to or used in connection with the Leased asset.
Term. This Contract shall commence on _______________ , until termination.
Purchase Price. The purchase price shall be in the manner outlined in the Purchase Agreement.
Ownership. The Leased asset shall constitute the property of the LESSOR after purchase thereof from the Seller. Without the prior written consent of the LESSOR, the LESSEE shall not have the right to dispose of the Leased asset and shall not have the right to use it as a pledge, provide for inventory or confiscation, contribute to statutory funds of legal entities, as well as perform other actions concerning the Leased asset, which is lawful only if it is the owner of the Leased asset. The LESSOR, being the owner of the Leased asset, shall be entitled to pledge the Leased asset as a way of securing any obligation without obtaining the consent of the LESSEE until the transfer of ownership to the LESSEE.
Due diligence costs. The reasonable costs and expenses incurred by PURCHASER/LESSOR in connection with its due diligence investigation of the Leased asset shall be apportioned between the Parties in the manner outlined in the Purchase Agreement.
Leasing payments. Leasing payments shall be in the manner outlined in the Lease. Suppose there are arrears in the leasing payments. In that case, the LESSOR shall offset the amounts received from the LESSEE to make the Leasing Payments, regardless of which Leasing Payment and period are specified in the payment document of the LESSEE, against the existing debt on the Leasing Payments.
Closing. Closing shall be held at ___________________________location at such time and place as PURCHASERS may designate on notice to the SELLER.
Leaseback. At the closing, and immediately after the PURCHASER has received ownership to the Leased asset from the SELLER, the PURCHASER, as LESSOR, shall enter into a lease of the Leased asset with the SELLER as LESSEE, the Lease shall be completed at the closing as follows: the date of the Lease shall be the date of the closing of title; and, the commencement date of the initial term of the Lease shall be the date of title closing.
Not Exclusive Arrangement. PURCHASER/LESSOR expressly acknowledges and agrees that SELLER/LESSEE shall have the right and option to engage in other sale-lease transactions with other persons during the term of the agreement, and no such transaction shall be deemed a breach by SELLER/LESSEE of any obligations hereunder. Nothing herein shall obligate SELLER/LESSEE to sell any Property to PURCHASER/LESSOR or lease back any property from PURCHASER/LESSOR.
Reimbursements. (select one)
- The LESSOR shall not reimburse expenses of the LESSEE for improvements, including those that are removable and changes to the Leased Asset.
- The LESSOR shall reimburse expenses of the LESSEE for improvements, including those that are removable, and changes to the Leased Asset.
Time of Essence. Time is of the essence with respect to the performance of all of the terms, conditions, and covenants of this agreement.
Relationship of the Parties. Nothing herein contained shall be deemed or construed by the Parties hereto, nor by any third party, as creating the relationship of principal and agent or of partnership or of joint venture between the Parties hereto, it being understood and agreed that no provision contained herein, nor any acts of the Parties hereto shall be deemed to create the relationship between the Parties hereto other than as set forth herein.
Confidentiality. A Party shall not at any time disclose, directly or indirectly to any other person any information concerning this agreement or any information concerning the other Party, whether such information or matter is stated to be confidential or not, except as required by law, without the express written permission of the other Party.
Assignment. Except as otherwise provided, neither Party may assign or transfer their respective rights or obligations under this agreement without prior written consent from the other Party, which consent shall not be unreasonably withheld. Except that if the assignment or transfer is pursuant to a sale of all or substantially all of a Party’s assets, or is pursuant to a sale of a Party’s business, then no consent shall be required. In the event that an assignment or transfer is made pursuant to either a sale of all or substantially all of the Party’s assets or pursuant to a sale of the business, then written notice must be given of such transfer within __________days of such assignment or transfer.
Force Majeure. For this agreement, “Force Majeure” means an event which a diligent party could not have reasonably avoided in the circumstances, which is beyond the control of a party and includes, but is not limited to, war, riots, civil disorder, earthquake, storm, flood or adverse weather conditions, strikes, lockouts or other industrial action, terrorist acts, confiscation or any other action by government agencies. A Party’s failure to fulfill its obligations due to Force Majeure, shall not be considered a breach of this agreement, provided that the Party has taken all reasonable precautions, due care, reasonable alternative measures, and minimal delay all to carry out the terms of this agreement.
Termination. This agreement may be terminated at any time by either Party with or without cause upon _______________ days written notice to the other Party. If a Party wishes to terminate the agreement with less than these stated days, the other Party reserves the right to charge costs they have already paid in advance or incurred.
- The termination of this agreement shall not discharge the liabilities accumulated by either Party.
- Any Clauses intended by the Parties or this agreement to survive the termination of this agreement shall survive the termination of this agreement by whatever cause.
Dispute resolution. If a dispute arises under this agreement, the Parties hereby agree to settle the dispute by through one of the following: (select one)
☐Negotiation ☐Mediation ☐Arbitration ☐Litigation
Court Costs and Attorneys’ Fees. In any action under this agreement, the prevailing Party shall be entitled to recover costs of court and reasonable attorneys’ fees from the other Party, which fees shall be in addition to any other relief that may be awarded.
Further Assurances: Each Party hereto agrees to perform any further acts and to execute and deliver any further documents that may be reasonably necessary to carry out the provisions of this agreement.
Notices. Any notice required or otherwise given pursuant to this agreement shall be in writing and mailed certified return receipt requested, postage prepaid, or delivered by overnight delivery service, addressed as follows:
- LESSEE: ____________________________________________________________________
Additions, alterations, or modifications. Either Party may request changes to the agreement, but they will only be effective if agreed in writing, signed by all Parties, and recorded. If any ambiguity is found in the agreement or various documents forming this agreement, the Parties shall issue any necessary clarification or instruction.
No waiver. Failure by either Party to enforce any of the terms or conditions of this agreement shall not be a waiver of their right to enforce the terms and conditions of this agreement.
Counterparts. This agreement may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement.
Severability. If any part or parts of this agreement shall be held unenforceable for any reason, the remainder of this agreement shall continue in full force and effect. If any provision of this agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.
Headings. The headings for the section herein are for convenience only and shall not affect the meaning of the provisions of this agreement.
Pronouns. Whenever used herein, the singular number shall include the plural, and the plural number shall include the singular.
Construction. Any references herein to the masculine gender or to the masculine form of any noun, adjective, or possessive shall be construed to include the feminine or neuter gender and form, and vice versa.
Entire Agreement. This agreement constitutes the entire agreement between the Parties. It supersedes all prior oral or written agreements or understandings between the Parties concerning the subject matter of this agreement. The parties will exercise utmost good faith in this agreement.
Governing Law. This agreement shall be construed in accordance with, and governed in all respects by, the laws of the State of ________________, without regard to conflicts of law principles.
Parties’ acknowledgments. The Parties acknowledge that they have been provided with the opportunity to negotiate this agreement and seek legal counsel before signing it. In addition, they acknowledge that they have the capacity to contract, and they have entered into this agreement freely and voluntarily.
IN WITNESS WHEREOF, each of the Parties has executed this Contract, as set forth below.
Signed by the duly authorized representative of the PURCHASER/LESSOR
Signed by the duly authorized representative of the SELLER/LESSEE
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