Property Management Contracts for Sale

PROPERTY MANAGEMENT PORTFOLIO SALE AND ASSIGNMENT AGREEMENT

1. Document Preamble & Recitals

This Property Management Portfolio Sale and Assignment Agreement (the "Agreement") is entered into and made effective as of this [Day] day of [Month], [Year] (the "Effective Date"), by and between:

SELLER: [Seller Entity Name], a [State of Incorporation/Organization] [Corporation/LLC], having its principal place of business at [Seller Principal Address] ("Assignor" or "Seller"), and

BUYER: [Buyer Entity Name], a [State of Incorporation/Organization] [Corporation/LLC], having its principal place of business at [Buyer Principal Address] ("Assignee" or "Buyer").

RECITALS

WHEREAS, Assignor is an established property management company currently engaged in the business of operating, administering, and servicing residential and commercial real estate portfolios pursuant to various executed property management agreements with third-party property owners;

WHEREAS, Assignor desires to sell, transfer, assign, and convey to Assignee, and Assignee desires to purchase, acquire, and assume from Assignor, the property management contracts, associated client relationships, operational goodwill, and specified assets constituting the Property Management Portfolio, subject to the terms and conditions set forth herein;

WHEREAS, the parties intend that this Agreement constitute a binding legal conveyance of contractual rights and obligations governed by the laws of the State of [Jurisdiction];

NOW, THEREFORE, in consideration of the mutual covenants, promises, representations, and warranties set forth herein, and for other good and valuable consideration, the receipt and legal sufficiency of which are hereby mutually acknowledged, the Parties agree as follows:

---

2. Operational Definitions

For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires, the following terms shall have the meanings set forth below:

1. "Assigned Contracts" means all third-party property management agreements, commercial leasing agreements, and related operational service contracts currently held by Assignor as set forth in Schedule A annexed hereto, including all amendments, extensions, and renewals thereof.
2. "Closing Date" means [Date of Closing], or such other date as the Parties may mutually agree upon in writing, on which the transactions contemplated herein shall be consummated.
3. "Effective Date" has the meaning ascribed to it in the Preamble of this Agreement.
4. "Escrow Agent" means [Name of Escrow Title Company/Bank], acting as independent stakeholder for the Purchase Price and earnest money deposits.
5. "Gross Management Commissions" means the total aggregate management fees, leasing commissions, and administrative fees billed and collected pursuant to the Assigned Contracts over the trailing twelve (12) month period preceding the Effective Date.
6. "Permitted Encumbrances" means liens for current taxes not yet due and payable, and statutory liens of landlords, carriers, warehousemen, mechanics, materialmen, and similar persons arising in the ordinary course of business securing obligations not yet due.
7. "Portfolio" means the collective body of Assigned Contracts, Owner Trust Accounts, active tenant files, vendor lists, proprietary operational workflows, and client goodwill being transferred pursuant to this Agreement.
8. "Purchase Price" means the total monetary consideration to be paid by Assignee to Assignor for the acquisition of the Portfolio, calculated in accordance with Section 3.2.
9. "Trust Accounts" means all designated custodial bank accounts, security deposit accounts, and operating reserves held by Assignor for the benefit of third-party property owners pursuant to the Assigned Contracts.

---

3. Substantive Terms & Obligations

3.1 Conveyance and Assignment

Subject to the terms and conditions of this Agreement, on the Closing Date, Assignor shall sell, assign, transfer, convey, and deliver to Assignee, and Assignee shall purchase, acquire, and accept from Assignor, all of Assignor’s right, title, and interest in, to, and under the Portfolio and Assigned Contracts, free and clear of all liens, encumbrances, security interests, and claims whatsoever, other than Permitted Encumbrances.

3.2 Purchase Price and Payment Structure

The aggregate Purchase Price for the Portfolio shall be [Dollar Amount] ($[Numeric Amount]), subject to adjustments as provided herein. The Purchase Price shall be paid by Assignee to Assignor in the following manner:

1. Earnest Money Deposit: Within [Number] business days following the mutual execution of this Agreement, Assignee shall deposit the sum of [Dollar Amount] ($[Numeric Amount]) with the Escrow Agent as an earnest money deposit.
2. Closing Payment: At the Closing, Assignee shall wire-transfer the balance of the Purchase Price, less the Earnest Money Deposit, to an account designated in writing by Assignor.

3.3 Purchase Price Adjustments (Earn-Out / Retention Formula)

The Purchase Price is subject to adjustment based on the retention of Assigned Contracts following the Closing Date. If any property owner under an Assigned Contract terminates their management agreement with Assignee within [Number] days following the Closing Date, the Purchase Price shall be adjusted downward on a pro-rata basis calculated as [Formula, e.g., 1.5 times the annualized management fees of the terminated contract].

3.4 Transition of Trust Accounts and Security Deposits

Not later than [Number] business days post-Closing, Assignor and Assignee shall execute all necessary banking documentation to transfer control of all Trust Accounts, tenant security deposits, and prepaid rents to Assignee. Assignor warrants that all Trust Accounts shall be fully reconciled as of the Closing Date, and any deficiencies shall be funded immediately by Assignor prior to transfer.

3.5 Representations and Warranties of Assignor

Assignor hereby represents and warrants to Assignee as of the Effective Date and the Closing Date that:

1. Authority: Assignor is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization, and has all requisite corporate power and authority to execute, deliver, and perform its obligations under this Agreement.
2. Validity of Contracts: The Assigned Contracts listed in Schedule A are valid, binding, and in full force and effect, and Assignor is not in material breach or default thereunder.
3. No Consents Required: Except as set forth on Schedule B, no consent, approval, waiver, or authorization of any third party or governmental authority is required for the execution and performance of this Agreement by Assignor.

3.6 Representations and Warranties of Assignee

Assignee hereby represents and warrants to Assignor as of the Effective Date and the Closing Date that:

1. Authority: Assignee is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization, with full corporate power to consummate the transactions contemplated herein.
2. Licensing: Assignee holds all required real estate broker licenses, corporate brokerage registrations, and regulatory approvals mandated by the State of [Jurisdiction] to lawfully operate the Portfolio as of the Closing Date.
3. Financial Capability: Assignee possesses sufficient liquid capital and financial resources to pay the Purchase Price and fund ongoing operations of the Portfolio.

---

4. Default, Termination, and Remedies

4.1 Events of Default

The occurrence of any of the following shall constitute an "Event of Default" under this Agreement:

1. Failure of Assignee to pay the Purchase Price or any installment thereof when due.
2. Breach by either Party of any material representation, warranty, or covenant contained herein.
3. The filing of a petition in bankruptcy or insolvency by or against either Party, or the appointment of a receiver for all or substantially all of a Party’s assets.

4.2 Notice and Cure Periods

In the event of any default under this Agreement, the non-defaulting Party shall provide written notice to the defaulting Party specifying the exact nature of the default. The defaulting Party shall have thirty (30) business days from the receipt of such notice to cure said default.

4.3 Remedies Upon Default

1. By Assignor: If Assignee defaults and fails to cure within the applicable cure period, Assignor may terminate this Agreement by written notice, retain the Earnest Money Deposit as liquidated damages (the Parties agreeing that actual damages are difficult to ascertain), and pursue any other legal or equitable remedies available under the laws of [Jurisdiction].
2. By Assignee: If Assignor defaults and fails to cure within the applicable cure period, Assignee may terminate this Agreement and demand an immediate refund of the Earnest Money Deposit, or seek specific performance of Assignor’s obligations hereunder.

---

5. Boilerplate Legal Provisions

5.1 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable. The remaining provisions of this Agreement shall remain in full force and effect and shall not be affected thereby.

5.2 Entire Agreement

This Agreement, including all Schedules and Exhibits attached hereto, constitutes the entire agreement between the Parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, of the Parties.

5.3 Force Majeure

Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement if such failure or delay arises from acts of God, war, terrorism, civil unrest, pandemic, government restrictions, fire, flood, or other catastrophic events beyond the reasonable control of the affected Party, provided that the affected Party uses diligent efforts to mitigate the effects of such event.

5.4 Governing Law and Venue

This Agreement, and all claims or causes of action (whether in contract, tort, or statute) that may be based upon, arise out of, or relate to this Agreement, shall be governed by, enforced under, and construed in accordance with the internal laws of the State of [Jurisdiction], without regard to its conflict of laws principles. Each Party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in [County], [Jurisdiction].

5.5 Dispute Resolution

Any dispute, controversy, or claim arising out of or relating to this Contract, including its formation or breach, shall be settled by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The place of arbitration shall be [City, State], and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

---

6. Formal Execution Block

IN WITNESS WHEREOF, the Parties hereto have caused this Property Management Portfolio Sale and Assignment Agreement to be duly executed by their respective authorized officers as of the Effective Date first written above.

SELLER:

[Seller Entity Name]

By: _________________________________________
Name: [Authorized Signatory Name]
Title: [Signatory Title, e.g., Managing Member]
Date: [Date of Execution]

BUYER:

[Buyer Entity Name]

By: _________________________________________
Name: [Authorized Signatory Name]
Title: [Signatory Title, e.g., Chief Executive Officer]
Date: [Date of Execution]