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Commercial Contracts: An In-Depth Look
Waddell Wright, CPM, CCIM
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About Me... 20 years of experience in retail, industrial and office real estate and development in the Nashville area - licensed in TN, FL, MS, GA Specializes in Analysis, Acquisitions, Dispositions, Finance & Leasing Maintain relationships with 60+ major lenders, Asset Management & Insurance Companies while managing, renovating, and selling their commercial foreclosed properties Provided asset valuations to lenders Sold & purchased over $100 million in investment real estate As a Nashville Native, I am involved in several community organizations Stone Street Housing Foundation
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Two 15m Breaks Are Provided!
About the Class... Commercial Purchase Sale Agreement Commercial / Industrial Real Property Disclosure 3 hours 9:00am - 12:00pm Commercial LOI to Purchase Two 15m Breaks Are Provided! Indicates a Pro Tip!
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Communication: Spoken & Written Say What You Mean Mean What You Say
Be Clear Double Check Your Check PB Sandwich Exercise - 15m (5 for them to write, 10 for you to make the point)
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Commercial Purchase Sale Agreement
8 Pages, 19 Individual Sections, 387 Lines
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Purchase & Sale Purchase Price Earnest Money/Trust Money Failure To Receive Disputes Regarding Inspection Title Warranties Of Seller Title Issues & Objections Closing Closing Date Possession Seller’s Obligations At Closing Conditions To Closing Costs Seller’s Costs Buyer’s Costs Additional Costs Taxes & Prorations Representations & Warranties Buyer’s R & W Seller’s R & W Agency & Brokerage Agency Agency Disclosure Brokerage Disclaimer Destruction Of Property Prior To Closing
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Lines 365 - 387: Signatures Other Provisions
Exhibits, Binding Effect, Total Agreement, Modification, Assignment, and Binding Agreement Date Survival Clause Governing Law & Venue Time of Essence Terminology Responsibility to Cooperate Notices Remedies Equal Opportunity Termination by Buyer Severability Construction Exhibited & Addenda Special Stipulations Method of Execution Time Limit of Offer Lines : Signatures
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Lines 1 - 45 Purchase & Sale Purchase Price Earnest Money/Trust Money
Failure to Receive Disputes Regarding
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Lines : Inspection
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Lines 61 - 92 5. Title Warranties of Seller Title Issues & Objections
6. Closing Closing Date Possession
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Lines 93 - 115 7. Seller’s Obligations at Closing
8. Conditions to Closing
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Lines 9. Costs Seller’s Costs Buyer’s Costs Additional Costs
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Lines 141 - 161 Taxes & Prorations Representations & Warranties
Buyer’s R & W Seller’s R & W
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Lines 162 - 241 Agency & Brokerage Agency Agency Disclosure Brokerage
Disclaimer Lines
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Lines 242 - 250 Destruction of Property Prior to Closing
… if property is substantially damaged… Cost of restore & repair Amount of insurance proceeds Whether damage will be prepared prior to closing Buyer may terminate within 7 days of receiving this notice (with above details) Buyer may request in writing, and receive within 5 days, all supporting documentation for insurance, etc. Lines Destruction of Property Prior to Closing
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Lines 251 - 315 15. Other Provisions LOTS OF OTHER PROVISIONS!
Highlights Survival Clause Time of Essence Responsibility to Cooperate Notices Remedies Equal Opportunity Termination by Buyer Severability Construction Exhibited & Addenda Special Stipulations Method of Execution Time Limit of Offer Lines Other Provisions LOTS OF OTHER PROVISIONS!
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Lines 315 - 328 Lines 329 - 358 Exhibited & Addenda Exhibits A -D
Legal Description Due Diligence Documents Addition to Seller’s CLosing Documents Seller’s Warranties & Representations Special Stipulations Method of Execution Digital, fax signatures count as originals - and any combination thereof Time Limit Offer This Offer may be withdrawn at any time before Acceptance with Notice. Offer terminates if not countered or accepted by ________’o clock (AM/PM) local time on the ________ day of __________.
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Mind the Binding Agreement Date!
Don’t Forget the Signatures!
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15 minutes - BREAK! Questions?
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Commercial / Industrial Real Property Disclosure 2 pages, 79 lines
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Owner’s Certification Lessee’s Acknowledgement
Lines 1 - 6 Upon the request from a prospective tenant of: (1) commercial real property of one thousand, five hundred (1,500) square feet or less, or (2) industrial real property must disclose to such tenant specific information about whether the property is in compliance with certain state and local codes for the type of building to be leased. This completed form constitutes that disclosure by the owner. The information contained in the disclosure is the representation of the owner and not the representation of the real estate licensee, or salesperson, if any. This is not a warranty or substitute for any professional inspection or warranties that the tenant may wish to obtain. Disclosures Remedies Owner’s Certification Lessee’s Acknowledgement
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Lines 7 - 17: Instructions to the Owner
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Fire, Plumbing & Electrical
Lines Disclosures: Fire, Plumbing & Electrical
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Lines B. Remedies
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Lines C. Owner’s Certification
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Lines D. Lessee’s Acknowledgement
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15 minutes - BREAK! Questions?
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Commercial Letter of Intent to Purchase 2 pages, 84 lines
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Lines : The Basics
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Lines 12 - 42 The Details Seller Closing Date Buyer Contingencies
Purchase Price Earnest Money Deposit Due Diligence Period Closing Date Contingencies Closing Costs Other Brokerage
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1 - 9
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Lines
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Lines
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Lines : Signatures
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Questions?
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Final Questions & Discussion
Waddell H. Wright Final Questions & Discussion Thank you for your time!
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