Recording available after original program date, 12/20/2023
A real estate transaction – the development and sale of property, a lease, or purchase of property – may close, but that does not mean it’s over. In commercial transactions, there may be issues that are not fully resolved at closing. The parties may agree to certain “holdbacks” to fund post-closing adjustments or liability once those amounts are determined post-closing. This may be a simple matter of brokerage fees or something more complex like taxes or environmental liability. Or dispute may arise, with concomitant accusations of misrepresentations, with the threat of litigation. If these post-closing issues are not carefully considered and planned into the underlying documents of the transaction, the fundamental finality of the transaction and the certainty clients seek is threatened.
This program will provide you with a practical guide to anticipating post-closing adjustments and liability and an effective mechanism for their resolution.
• Post-closing adjustments and liability in real estate transactions.
• Uses and risks of using post-closing adjustments to allocate risks among the parties.
• Defining “baskets” of adjustments and “caps” on the amount of adjustments.
• Use of escrow arrangements to fund post-closing liability issues.
• Techniques to resolve post-closing disputes short of litigation – sales transactions, development, leasing.
• Asserting a claim for post-closing payments and enhancing collectability.
• Essential nature of survival provisions in post-closing adjustments.
• Forms of equitable relief.
Note: This material qualifies for self-study credit only. Pursuant to Regulation 15.04.5, a lawyer may receive up to six hours of self-study credit in a reporting year. Self-study programs do not qualify for ethics, elimination of bias or Kansas credit.
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