Tripartite Agreement: Definition, Example
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What is a Tripartite Agreement?
A tripartite agreement, also called a tri-party agreement, is a legal contract that three different parties enter. Tripartite agreements can be found in all industries but are most common in the mortgage industry, mainly when new construction occurs. These agreements will usually involve a buyer, lender, and builder. Their purpose is to secure loans for the actual construction of a property. A tripartite agreement in the mortgage industry will include securities and contingencies between all three parties involved in the loan and details what will happen if there is a default.
Another example of a tripartite agreement is a novation. In a novation, a new third party takes over part of a contract for an original party to the contract. The new third party will be responsible for all rights and obligations under the original agreement. All parties involved in the contract must agree to a novation.
Tripartite Agreement Sample
Exhibit 2.3.1
Tripartite Agreement
Party A: Qingdao Peking University Resources Technology Development Co., Ltd.
Party B: Qingdao Boyang Education Investment and Management Co. Ltd
Party C: Beijing Frank Education Investment and Management Co., Ltd
WHEREAS, on September 2, 2005, Party A entered into Real Estate Purchase Agreement with Party B and on April 30, 2007 signed Supplementary Agreement regarding purchase of the real estate located at Danshan FuChang Road No. 2, Chengyang District, Qingdao City (“the Real Estate”). On the date hereof, Party B has not paid Party A in full yet. Party C intends to pay Party A the outstanding payment and relevant delay penalty on behalf of Party B.
NOW, THEREFOR, the Parties hereby agree to enter into Tripartite Agreement as follows:
Article One
The Parties hereby confirm that on the date hereof, the outstanding payment to Party A regarding purchase of the Real Estate is RMB 30,965,000 and the delay penalty is RMB 6,800,000. Party C hereby agrees to pay Party A an aggregate amount of RMB 37,765,000 which is the part of share purchase price under Share Transfer Agreement.
Article Two
| 1. | Party A agrees to waive the right to unilaterally rescind Real Estate Purchase Agreement and Supplementary Agreement and to waive any claim for damages arising out of Party B’s breach of Real Estate Purchase Agreement and amendment. |
| 2. | Party A agrees to waive any claim for damages arising out of Party C’s breach of Tripartite Agreement, if Party C fulfills payment obligations strictly subject to the Article Three. |
Article Three
Party C shall pay Party A according to the following schedule:
| 1. | before January 8, 2008, to pay RMB 3,000,000; |
| 2. | before January 31, 2008, to pay RMB 34, 765,000; but this does not exclude that Party C may pay before January 18, 2008. |
Article Four
Party C should perform the payment obligations subject to the articles and terms of Tripartite Agreement. Any delayed of the payment should be charged 0.05% of RMB 37,765,000 day by day as a penalty.
Article Five
Any dispute for real estate should be referred to the People’s Court located in the place where the real estate is located, which has jurisdiction on such dispute for settlement.
Article Six
This Tripartite Agreement should be written in six copies and each Party having two copies. The Tripartite Agreement should become effective upon legal execution.
Signature Page:
Party A: Qingdao Peking University Resources Technology Development Co., Ltd. (chop)
Party B: Qingdao Boyang Education Investment and Management Co. Ltd (chop)
Party C: Beijing Frank Education Investment and Management Co., Ltd n (chop)
Date: January 4, 2008
Reference:
Security Exchange Commission - Edgar Database, EX-2.3.1 3 dex231.htm TRIPARTITE AGREEMENT, Viewed October 4, 2021, View Source on SEC.
Who Helps With Tripartite Agreements?
Lawyers with backgrounds working on tripartite agreements work with clients to help. Do you need help with a tripartite agreement?
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Meet some of our Tripartite Agreement Lawyers
Alan B.
At Barker Law, we provide clients with superior service in trust, probate, and estate matters and litigation, contract drafting and review, outside general counsel services, negotiation, commercial litigation, and regulatory navigation. We confidently handle transactional and regulatory matters for businesses and individuals. As our feedback shows, we excel at meeting and exceeding our clients needs.
Michelle T.
I am an experienced, well-rounded attorney with a background specializing in trusts and estates, contracts and business law. I have extensive experience working with simple contracts all the way up to multi-million dollar deals.
"Michelle drafted an excellent and unique Post Nuptial agreement which outlines a very specific "process" that will be used to divide assets in the event of divorce. Since assets can change value daily, traditional "splitting an asset list" methods are often outdated within a week of signing. Michelle rose to the challenge at a very reasonable price. Other, "meter man" attorneys would have charged at least 5x more. I highly recommend Michelle!"
Neil B.
Family Law attorney with focus on Divorce Mediation
October 4, 2023
Angela P.
I am an experienced New York Real Estate Attorney and Florida Licensed Title Agent with extensive knowledge in the Real Estate industry. With more than 20 + years and over 2500 closed transactions, I have become an expert at accurately assessing realtors', lenders' & investors' needs and proposing/implementing viable solutions that bring value to them. I focus on real estate settlement services, education, and training of real estate professionals. I am also skilled working with high-end clients, managing large and complex projects, building solid relationships, effectively and creatively solving complex issues, producing results under stress all with impeccable customer service.
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Melissa T.
Having more than ten (10) years of experience in commercial law, I have garnered both relevant in-house and law firm experience. With more than a combined seven (7) years in-house experience, I have gained valuable insight in balancing the business needs with the legal risks and applying the legal skills I have acquired to various fields. I have specific experience with SaaS, vendor contracts, customer contracts, and general marketing agreements. Moreover, my law firm background has taught me to be detail-oriented and to be an effective negotiator in all types of commercial dealings.
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Melody P.
I have been practicing law since 2005 and am licensed in the state of Pennsylvania. I started in Pittsburgh, PA and then moved to Williamsport in 2007 where I have practiced family law almost exclusively since. I am the managing partner /owner of Protasio & Jasper, P.C. I have had multiple Pennsylvania Supreme Court family law cases that have changed the law in Pennsylvania. I pride myself on being able to arm clients with information so that they can make informed decisions about their case.
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Jessica G.
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