AIREx Negotiator

Reads every draft. Never misses a clause.

An AI negotiation assistant that supports counsel — summarizing contracts, surfacing issues, suggesting counterproposals, benchmarking pricing and generating executive summaries.

Purchase Agreement v6
Current draft
5
Unresolved issues
24
Comparable clauses
$40.6M
Recommended counter
Executive summary

The v6 draft advances the transaction meaningfully but leaves five negotiation issues open — two high-severity. The MIH condition precedent is unaddressed in §4.2 representations, and the buyer-side indemnity cap is materially below comparable deals of this class. AIREx recommends a counter at $40.6M net of MIH contribution, with an $18M indemnity cap surviving 24 months, and the addition of a TDR recording/ZLDA section to perfect the air rights transfer. Rooftop assignment mechanics require a scheduled telecom lease exhibit.

Unresolved issues
§4.2 FAR representation
Seller reps 148,000 sf residual FAR; AIREx confirms 148,032 sf but flags MIH condition precedent not addressed.
High
Suggest revised rep + MIH carve-out language.
§7.4 Indemnity cap
Buyer cap $12M vs comparable deals at $18–22M for this deal size class.
High
Counter at $18M with 24-month survival.
§9 Rooftop assignment
Existing telecom leases not scheduled; assignment mechanics undefined.
Medium
Add Schedule 9-A with 3 carrier leases and estoppels.
Missing: Section on TDR recording
Deed of transfer for air rights not specified in closing deliverables.
Medium
Add closing deliverable + form of TDR deed.
§12 Notice provisions
Email notice not permitted; industry standard now includes email + tracked delivery.
Low
Accept counter — low risk.
Suggestions & market benchmarks
Counterproposal
Purchase price $41.2M → $40.6M net of MIH contribution
Aligns with 3-comp median adjusted for pending zoning bonus.
Missing clause
TDR Recording & Zoning Lot Development Agreement (ZLDA)
Required to perfect air rights transfer in NYC receiving zone.
Market pricing
Rooftop lease reserve floor $1.65M/yr NOI
Median 3-carrier stack 2024–2026 in Midtown = $1.62–1.85M.
Risk flag
Historic adjacency review 51 W 40th
May trigger LPC comment period; recommend contingency.
Not legal advice. AIREx Negotiator provides AI-generated suggestions. All contract decisions must be reviewed and executed by licensed counsel.