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Hotel Purchase Agreement
"I need a Hotel Purchase Agreement for a Saudi-based luxury resort acquisition by a foreign investment company, with completion scheduled for March 2025, including specific provisions for brand continuation and employee transfer arrangements."
1. Parties: Identification of buyer and seller, including full legal names, commercial registration numbers, and authorized representatives
2. Background: Context of the transaction, brief description of the property, and purpose of the agreement
3. Definitions: Comprehensive list of defined terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including the property being sold and basic obligations of both parties
5. Purchase Price: Details of the purchase price, payment structure, and payment mechanics
6. Conditions Precedent: Prerequisites that must be satisfied before completion can occur
7. Pre-Completion Obligations: Obligations of both parties between signing and completion, including operational requirements
8. Completion: Detailed completion mechanics, timing, and requirements
9. Seller's Warranties: Comprehensive warranties regarding the property, business, and seller's capacity
10. Buyer's Warranties: Warranties regarding buyer's capacity and ability to complete the purchase
11. Limitation of Liability: Limitations on warranty claims and general liability of both parties
12. Property Related Provisions: Specific provisions relating to the physical property and land
13. Employee Matters: Provisions regarding the transfer of employees and related liabilities
14. Insurance: Requirements for insurance coverage before and after completion
15. Confidentiality: Obligations regarding confidential information and announcements
16. Governing Law and Dispute Resolution: Choice of Saudi law and dispute resolution mechanisms
17. General Provisions: Standard boilerplate provisions including notices, amendments, and entire agreement
1. Shariah Compliance: Required if any aspect of the transaction involves Islamic financing or if parties require explicit Shariah compliance
2. Foreign Investment Provisions: Required if the buyer is a foreign entity, addressing SAGIA requirements and foreign ownership restrictions
3. Brand and Management: Required if the hotel operates under a brand with a management agreement that will continue post-completion
4. Environmental Matters: Required if there are specific environmental concerns or requirements for the property
5. Development Obligations: Required if the property includes undeveloped land or requires significant renovation
6. Tax Structure: Required if special tax arrangements or structures are part of the transaction
7. Earn-out Provisions: Required if part of the purchase price is contingent on future performance
8. Competition Compliance: Required if the transaction requires competition authority approval
1. Property Description: Detailed legal and technical description of the land and buildings
2. Asset Inventory: Comprehensive list of FF&E, operating equipment, and other movable assets
3. Employees: List of employees, positions, and employment terms
4. Contracts: Schedule of all operational contracts and agreements
5. Intellectual Property: Details of all IP rights associated with the hotel
6. Financial Statements: Historical financial information and current financial position
7. Completion Requirements: Detailed list of documents and actions required for completion
8. Seller's Warranties: Detailed warranties and any disclosed exceptions
9. Property Title Documents: Copies of title deeds and related property documentation
10. Permits and Licenses: List of all operational permits and licenses
11. Form of Transfer Instruments: Pro forma transfer documents required under Saudi law
12. Environmental Reports: Environmental surveys and compliance reports
Authors
Applicable Laws
Assets
Business
Business Day
Completion
Completion Date
Confidential Information
Consideration
Contracts
Defaulting Party
Disclosed
Disclosure Letter
Effective Date
Encumbrance
Environmental Laws
Environmental Permits
FF&E
Force Majeure
Governmental Authority
Group
Hotel
Hotel Employees
Hotel Management Agreement
Intellectual Property Rights
Inventory
Land
Liabilities
License
Long Stop Date
Loss
Material Adverse Change
Municipal Approvals
Operating Equipment
Parties
Permits
Property
Purchase Price
Related Party
Relevant Authority
SAR
SAGIA
Seller's Knowledge
Shariah Compliant
Tax
Title Deed
Transaction Documents
Transfer Date
Warranties
Zakat
Purchase Price
Payment Terms
Conditions Precedent
Due Diligence
Title and Ownership
Property Transfer
Asset Transfer
Employee Transfer
Operational Handover
Warranties and Representations
Indemnification
Confidentiality
Non-Competition
Force Majeure
Regulatory Compliance
Environmental Compliance
Health and Safety
Insurance
Intellectual Property
Brand and Trade Names
Licenses and Permits
Contract Assignment
Tax Matters
Shariah Compliance
Foreign Investment
Municipal Compliance
Pre-Completion Obligations
Completion Mechanics
Post-Completion Obligations
Dispute Resolution
Governing Law
Notices
Assignment
Third Party Rights
Entire Agreement
Severability
Costs and Expenses
Amendment and Waiver
Termination
Survival
Hospitality
Real Estate
Tourism
Construction
Property Development
Investment
Asset Management
Financial Services
Professional Services
Legal
Real Estate
Mergers & Acquisitions
Investment
Operations
Finance
Compliance
Risk Management
Asset Management
Property Development
Hotel Operations
Due Diligence
CEO
Chief Legal Officer
Head of Real Estate
Hotel General Manager
Director of Acquisitions
Investment Manager
Property Development Director
Legal Counsel
Finance Director
Operations Director
Compliance Officer
Risk Manager
Asset Manager
Development Manager
Hotel Operations Manager
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