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Hotel Purchase Agreement
"I need a Hotel Purchase Agreement for the acquisition of a 200-room luxury beachfront resort in Bali, Indonesia by a Singapore-based investment company, with completion targeted for March 2025, including provisions for existing staff retention and brand management transfer."
1. Parties: Identification of the seller and purchaser, including complete legal names and addresses
2. Background: Context of the transaction, brief description of the hotel property, and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement, including Property, Completion Date, Purchase Price, etc.
4. Sale and Purchase: Core agreement for the sale and purchase of the hotel, including the property and associated assets
5. Purchase Price: Details of the purchase price, payment terms, deposits, and adjustment mechanisms
6. Conditions Precedent: Conditions that must be satisfied before completion, including regulatory approvals and due diligence
7. Pre-Completion Obligations: Obligations of both parties between signing and completion, including operation of the hotel business
8. Completion: Process and requirements for closing the transaction, including deliverables and timing
9. Representations and Warranties: Statements of fact and assurances from both parties about the hotel, business, and their authority
10. Employee Matters: Arrangements for existing hotel employees and related liabilities
11. Tax Matters: Allocation of tax liabilities and responsibilities
12. Indemnification: Provisions for compensation in case of breach or third-party claims
13. Termination: Circumstances under which the agreement can be terminated and consequences
14. Governing Law and Dispute Resolution: Choice of Indonesian law and dispute resolution mechanisms
15. General Provisions: Standard boilerplate clauses including notices, amendments, and assignments
1. Brand and Management Agreements: Required if the hotel operates under a brand or management agreement that needs to be transferred or terminated
2. Environmental Matters: Detailed section needed if environmental issues are identified during due diligence
3. Intellectual Property: Required if significant IP assets are involved in the transaction
4. Financing Provisions: Needed if the purchase involves specific financing arrangements or conditions
5. Asset Transfer: Detailed section required if the deal includes significant movable assets or inventory
6. Transition Services: Required if the seller will provide post-completion operational support
7. Data Protection: Needed if significant customer or employee data is being transferred
8. Force Majeure: Optional expanded section for specific risk allocation in uncertain circumstances
1. Property Description: Detailed legal description of the hotel property and land
2. Asset Inventory: Comprehensive list of FF&E, operating equipment, and other tangible assets
3. Excluded Assets: List of assets specifically excluded from the sale
4. Employee Information: Details of existing employees, their positions, and employment terms
5. Contracts and Agreements: List of existing contracts, licenses, and agreements affecting the hotel
6. Required Permits: List of operating permits and licenses required for hotel operation
7. Form of Transfer Instruments: Templates for deed of transfer and other transfer documents
8. Purchase Price Adjustments: Detailed mechanisms for adjusting the purchase price
9. Completion Checklist: List of all documents and actions required for completion
10. Warranties: Detailed warranties relating to the property and business
Authors
Applicable Laws
Assets
Associated Rights
Business Day
Completion
Completion Date
Conditions Precedent
Confidential Information
Contracts
Deposit
Due Diligence
Effective Date
Employees
Encumbrance
Environmental Laws
Environmental Permits
Excluded Assets
Existing Licenses
FF&E
Force Majeure Event
Governmental Authority
Hotel
Hotel Business
Hotel Management Agreement
Improvements
Income
Intellectual Property Rights
Inventory
Land
Liabilities
Licensed Areas
Long Stop Date
Loss
Material Adverse Change
Operating Equipment
Operating Licenses
Permitted Encumbrances
Property
Purchase Price
Purchaser
Related Parties
Relevant Authority
Representatives
Seller
Service Contracts
Taxation
Title Deed
Transfer Documents
Transition Period
Warranties
Working Capital
Purchase Price
Payment Terms
Deposit
Due Diligence
Conditions Precedent
Completion
Pre-Completion Obligations
Post-Completion Obligations
Representations and Warranties
Title and Ownership
Property Transfer
Asset Transfer
Employee Matters
Permits and Licenses
Environmental Compliance
Regulatory Compliance
Tax Matters
Insurance
Confidentiality
Non-Competition
Force Majeure
Indemnification
Liability Limitations
Assignment
Termination
Dispute Resolution
Governing Law
Notice Requirements
Business Continuity
Intellectual Property
Brand and Management
Transition Services
Third Party Rights
Amendment
Severability
Entire Agreement
Counterparts
Costs and Expenses
Data Protection
Anti-Corruption
Hospitality
Real Estate
Tourism
Commercial Property
Hotels and Leisure
Property Development
Asset Management
Investment Management
Banking and Finance
Legal
Finance
Real Estate
Operations
Compliance
Risk Management
Investment
Asset Management
Development
Property Management
Corporate Strategy
Due Diligence
Chief Executive Officer
Chief Financial Officer
General Counsel
Head of Real Estate
Hotel General Manager
Investment Director
Asset Manager
Property Director
Legal Counsel
Finance Director
Development Director
Compliance Officer
Operations Director
Risk Manager
Hotel Owner
Investment Manager
Property Manager
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