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Drafting Commercial Real Estate Documents in Massachusetts

A real estate lawyer's best tool

  • Product Number: 2040331B00
  • Publication Date: 8/17/2015
  • Edition: 2nd Edition 2015
  • Copyright: © 2015 MCLE, Inc.
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  • Product Description
  • Table of Contents
  • Editors & Authors
  • Product Description

    Product Description

    Drafting Commercial Real Estate Documents in Massachusetts begins by introducing you to the many considerations that attend the beginning of "deals," including broker's agreements and offers to purchase real property. The book then focuses on agreements of purchase and sale, sensitizing you to the goals and objectives of both buyer and seller, while providing sample clauses that can achieve those goals for your clients. The manual also explores other purchase rights that are common and sometimes not so common in commercial real estate transactions; techniques and tips for performing due diligence in a commercial real estate transactional environment. A chapter devoted to the closing alerts you to the myriad concerns that can arise at this critical stage of the deal. Drafting examples also are offered in the area of funding and financing the deal. There is also focus on the often complex environmental issues that arise when commercial properties are bought and sold, and exemplary opinion letters that you can tailor to your own case facts.

    Recent updates:

    • Update: August 2015

      Dear Subscriber:

      Thank you for choosing to keep your copy of Drafting Commercial Real Estate Documents in Massachusetts current with this new material. Covered in this supplement are topics such as the following:

      • OFFERS TO PURCHASE. For discussion of several appellate decisions pertaining to the offer to purchase, see Chapter 1.
      • DUE DILIGENCE. For new material regarding the impact of FEMA developments on due diligence, see Chapter 4. Also see Chapter 4 for practical guidance on dealing with MEPA where property is purchased for future development.
      • OPINIONS. For new material pertaining to opinions in matters where there are tiers of ownership, see Chapter 8.

      We trust that you will find this update useful in your conveyancing practice and valuable in keeping your law library current.


      Maryanne G. Jensen, Esq., MCLE Director of Publications

  • Table of Contents

    Table of Contents

    expand all
    Chapter 1 expand

    Preliminary Acquisition Documents-Brokers' Agreements and Offers to Purchase

    Buy Chapter

    Exhibit 1B

    - Form of Brokerage Agreement (Sale or Lease) Buy Form

    Exhibit 1C

    - Exclusive Period Buy Form

    Exhibit 1D

    - Term Sheet Buy Form

    Exhibit 1A

    - Form of Brokerage Agreement (Sale) Buy Form

    Exhibit 1E

    - Offer to Purchase Real Estate Buy Form
    Chapter 2 expand

    Purchase and Sale Agreements

    Buy Chapter

    Exhibit 2A

    - Rider to Greater Boston Real Estate Board Standard Form Purchase and Sale Agreement Buy Form

    Exhibit 2B

    - Commercial Purchase and Sale Agreement Buy Form
    Chapter 3 expand

    Other Purchase Rights

    Buy Chapter

    Exhibit 3A

    - Option Agreement Buy Form

    Exhibit 3B

    - Notice of Option Agreement Buy Form

    Exhibit 3C

    - Agreement of First Refusal (Short Form) Buy Form

    Exhibit 3D

    - Agreement of First Refusal (Long Form) Buy Form

    Exhibit 3E

    - Notice of Agreement of Right of First Refusal Buy Form

    Exhibit 3F

    - Agreement of First Offer (Short Form) Buy Form

    Exhibit 3G

    - Agreement of First Offer (Long Form) Buy Form

    Exhibit 3H

    - Notice of Agreement of Rights of First Offer Buy Form

    Exhibit 3I

    - Article X: Option to Purchase (Lease Clause) Buy Form

    Exhibit 3J

    - Article Y: Right of First Refusal to Purchase (Lease Clause) Buy Form

    Exhibit 3K

    - Article Z: Right of First Offer to Purchase (Lease Clause) Buy Form
    Chapter 4 expand

    Due Diligence

    Buy Chapter

    Exhibit 4A

    - Due Diligence Checklist

    Exhibit 4B

    - Forms of Lease Abstract

    Exhibit 4C

    - Form of Tenant Estoppel Buy Form
    Chapter 5 expand

    The Closing

    Buy Chapter

    Exhibit 5A

    - Closing Agenda Buy Form

    Exhibit 5B

    - HUD-1 Settlement Statement

    Exhibit 5C

    - Complex Settlement Statement Buy Form

    Exhibit 5D

    - Escrow Letter to Title Company or Agent Buy Form

    Exhibit 5E

    - Preclosing Escrow Agreement Buy Form

    Exhibit 5F

    - Postclosing Escrow Agreement Buy Form

    Exhibit 5G

    - Clerk's Certificate Buy Form

    Exhibit 5H

    - Trustee's Certificate Buy Form

    Exhibit 5I

    - Deed Buy Form

    Exhibit 5J

    - Assignment and Assumption of Leases Buy Form

    Exhibit 5K

    - Bill of Sale and General Assignment Buy Form

    Exhibit 5L

    - Assignment and Assumption of Contracts Buy Form

    Exhibit 5M

    - Notice to Tenants of Sale Buy Form

    Exhibit 5N

    - Real Estate Tax Allocation Agreement Buy Form

    Exhibit 5O

    - Title Insurance Affidavit Buy Form

    Exhibit 5P

    - Nonforeign Certification Buy Form

    Exhibit 5Q

    - Form 1099-S Buy Form

    Exhibit 5R

    - Gap Indemnity Buy Form
    Chapter 6 expand

    Financing of Commercial Real Estate Transactions

    Buy Chapter

    Exhibit 6A

    - Commitment Letter Buy Form

    Exhibit 6B

    - Closing Agenda Buy Form

    Exhibit 6C

    - Commercial Loan Agreement Buy Form

    Exhibit 6D

    - Term Promissory Note Buy Form

    Exhibit 6E

    - Unlimited Guaranty Buy Form

    Exhibit 6F

    - Guaranty (Limited Recourse) Buy Form

    Exhibit 6G

    - Mortgage Agreement Buy Form

    Exhibit 6H

    - Assignment of Rents and Leases Buy Form

    Exhibit 6I

    - Assignment of Agreements, Permits, and Rights Buy Form

    Exhibit 6J

    - Hazardous Materials Indemnification Buy Form

    Exhibit 6K

    - Contractor's Partial Waiver and Subordination of Lien Buy Form

    Exhibit 6L

    - Collateral Assignment of Construction Contract Buy Form

    Exhibit 6M

    - Collateral Assignment of Architect's Contract Buy Form

    Exhibit 6N

    - Guaranty of Completion of Improvements Buy Form

    Exhibit 6O

    - Construction Loan Agreement Buy Form

    Exhibit 6P

    - Title Insurance Requirements Checklist Buy Form

    Exhibit 6Q

    - Survey Requirements and Form of Surveyor's Certificate Buy Form

    Exhibit 6R

    - Requirements for Insurance Certificates Buy Form

    Exhibit 6S

    - Disbursement Authorization Letter Buy Form

    Exhibit 6T

    - Closing Letter Buy Form
    Chapter 7 expand

    Environmental Considerations in Commercial Real Estate Transactions

    Buy Chapter

    Exhibit 7A

    - Due Diligence Request Checklist Buy Form

    Exhibit 7B

    - Confidentiality and Nondisclosure Agreement Buy Form

    Exhibit 7C

    - Acknowledgment of Confidentiality Buy Form

    Exhibit 7D

    - Reliance Letter Buy Form

    Exhibit 7E

    - Lease Agreement (Ongoing Landlord Remediation Activities) Buy Form

    Exhibit 7F

    - Short Form Seller's Indemnity Buy Form

    Exhibit 7G

    - Long Form Seller's Environmental Indemnity and Remediation Agreement Buy Form

    Exhibit 7H

    - Environmental Access Agreement Buy Form

    Exhibit 7I

    - Access Agreement (DEP Audit) Buy Form

    Exhibit 7J

    - Form of Activity and Use Limitation (Form 1075) Buy Form

    Exhibit 7K

    - Recorded Grant of Environmental Restriction (GERE)

    Exhibit 7L

    - Access License (Access to Downgradient Property) Buy Form
    Chapter 8 expand


    Buy Chapter

    Exhibit 8A

    - Sample Architect's Certificate Buy Form

    Exhibit 8B

    - Sample Borrower's Certificate Buy Form

    Exhibit 8C

    - Sample Operator/Tenant's Certificate Buy Form

    Exhibit 8D

    - Sample Project Engineer's Certificate Buy Form

    Exhibit 8E

    - Sample Opinion Buy Form

    Exhibit 8F

    - Secretary's Certificate (Corporation) Buy Form

    Exhibit 8G

    - Manager's Certificate (LLC) Buy Form

    Exhibit 8H

    - General Partner's Certificate (Limited Partnership) Buy Form

    Exhibit 8I

    - Unanimous Consent of Directors Buy Form

    Exhibit 8J

    - Unanimous Consent of Members Buy Form

    Exhibit 8K

    - Consent of Limited Partners Buy Form

    Exhibit 8L

    - Usury Notification to Attorney General Buy Form
    Chapter 9 expand

    Documenting Complicated Commercial Real Estate Transactions

    Buy Chapter

    Exhibit 9A

    - Form of Reciprocal Easement Agreement Buy Form

    Exhibit 9B

    - Form of Development Agreement Buy Form
    Chapter 10 expand

    Choice of Entity for Commercial Real Estate Holdings

    Buy Chapter

    Exhibit 10A

    - Sample Certificate of Organization Buy Form

    Exhibit 10B

    - Sample Certificate of Limited Partnership Buy Form

    Exhibit 10C

    - Form 8832, Entity Classification Election

    Exhibit 10D

    - Excerpts from IRS Publication 925

    Exhibit 10E

    - Sample Trustee's Certificate Buy Form

    Exhibit 10F

    - Sample Nominee Trust Buy Form
  • Editors & Authors