Real Estate Representations and Warranties
(Asset Purchase Agreement) (Pro-Purchaser)


Summary

These real estate representations and warranties clauses may be used in an asset purchase agreement for a transaction in which one or more of the conveyed assets are owned or leased real property, but the real estate is ancillary to the purchaser’s interest in acquiring the seller’s assets. This template includes practical guidance, drafting notes and optional clauses. These clauses favor the purchaser and should be adjusted to fit the specifics of the transaction. Any capitalized terms should be conformed to the defined terms in the relevant asset purchase agreement. For more on corporate transactions involving real estate, see Real Estate Due Diligence in Corporate and M&A Transactions, Real Estate Provisions in Corporate and M&A Transactions, and Closing Asset Purchase, Stock Purchase, and Merger Transactions involving Real Estate.