Real Estate in Asset Acquisitions Toolkit

Resources to assist counsel to purchasers and sellers in an asset acquisition where real estate assets, among other assets, are involved in the transaction. This Toolkit contains resources to assist counsel at every stage of the transaction, from due diligence to post-closing. 

Practical Law Real Estate

Reviewing and negotiating the real estate-related provisions of an asset purchase agreement can present many challenges both for a corporate attorney who has minimal experience handling real estate issues and for a seasoned real estate attorney. Striking the right balance between risk mitigation and completing the deal is something that all transactional attorneys strive to achieve, but it can be especially challenging for real estate counsel when real estate is not the primary asset involved in the transaction.

Counsel on an asset acquisition should follow some basic steps to familiarize themselves with:

  • The transaction structure.

  • The nature of the real estate involved (leased, ground leased, owned).

  • Timing issues specifically related to real estate.

  • How aggressive the client wants to be in the asset purchase agreement and related transaction documents regarding real estate representations and warranties and real estate-related closing deliveries.

This Toolkit contains continuously maintained practice notes, standard documents, standard clauses and checklists to help counsel for purchasers and sellers manage the process, from due diligence to drafting and negotiating the asset purchase agreement to closing the transaction.

Because certain aspects of a commercial real estate transaction, including a transaction that is part of a larger corporate transaction, are governed by the specific laws and customs of the state where the property is located, this Toolkit also provides state-specific guidance. These resources are designed to provide guidance to purchasers and sellers when real estate assets are located in several different states where the parties' counsel may be unfamiliar with the laws and customs of a certain state.


Practice Notes


Standard Documents and Clauses




State-specific Materials

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