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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Graduated UF Law 1977. 40 years experience in Family Law/Divorce and Prenuptial Agreements. Rated "AV Preeminent" By Martindale Hubble, the oldest lawyer rating firm in the USA. Top 5% of attorneys in Florida as reviewed by Judges and other Lawyers (not client reviews). Personal prompt service and easy to contact--available 24/7. Good negotiator and very personable. My clients are my priority.
"David was very helpful, patient, and responsive on this project. He cares about his clients and works to build a relationship and address your needs. I would absolutely recommend David."
Thomas G.
https://www.tgravelylaw.com/
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David T.
David Trentadue has been practicing law since 1994. He received his Bachelors’ Degrees in History and Political Science from the University of New Orleans and his Juris Doctor, cum laude, from the Thomas M. Cooley Law School. Currently in private practice, his areas of concentration include Estate Planning, Probate and Trust Administration, Real Estate, Business Formations and Corporate Governance. He is licensed in all state and federal courts in Michigan. He is also a Licensed Title Examiner
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Charles K.
~ Charles Kramer - Technology, Contracts and Intellectual Property Attorney ~ www.linkedin.com/in/charleskramer I am a New York corporate and technology attorney. My experience includes: - representing high-tech companies (including software, military, manufacturing and computer game companies) in connection with negotiating and drafting (1) toolkit, enterprise, Saas, PaaS and other complex agreements and licenses with companies around the world; (2) joint-venture, sales, publishing and distribution agreements; and (3) general corporate agreements. - 5 years as General Counsel of a software company (and many more years representing it as outside counsel); - 3 years as an associate in the Wall Street law firm of Lord, Day & Lord (then the oldest law firm in New York City practicing under the same name); and - speaking at conferences on legal issues including at the annual Game Developers Conference and Miller Freeman's Digital Video Conference. I am comfortable working in areas where the technology -- and the related law -- are new. My recent work includes working as a contract attorney (extended on a month-by-month basis) as American counsel for a publicly traded Swiss industrial corporation with responsibility for drafting form contracts for its planned "industrial internet of things" digital services. Accordingly I am comfortable working in a corporate environment using modern collaboration tools. Charles Kramer (917) 512-2721 (voice, voicemail, text)
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Joseph M.
Joe provides premium legal services to both individuals and businesses throughout the Commonwealth. Experience litigating civil and criminal matters, as well as drafting/negotiation transactional issues involving contracts, real estate, business formation, estate planning and more. Prior to entering private law practice, Joe worked for two decades in financial industry including regulatory and compliance for both national and regional banks and investment firms.
Judi P.
Driven attorney with a knack for alternative dispute resolution, real estate, corporate law, immigration, and basic estate planning, with superb people skills and high emotional intelligence, and for working smart and efficiently, as well as time and financial management skills to deliver excellent legal work and solutions to legal issues. Seasoned with 20+ years of law firm and legal experience (real estate/corporate).
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Brittany T.
Brittany is an experienced attorney specializing in transactional and complex contract matters including but not limited to SaaS development and product implementation, technology/data agreements, licensing, and compliance. She has over 7 years of experience providing strategic legal advice to individuals and business clients of all sizes, from start-ups to large corporations. Brittany has a strong understanding of the legal issues related to technology and software and is well-versed in drafting and negotiating contracts ranging from software licenses to data sharing agreements. She is a highly-skilled negotiator and is adept at finding creative solutions to challenging legal issues.
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