BRAZIL Law and Practice Contributed by: Mariana Cobra, Janaína Vargas, Mayara Zanini and Marcela Freire, Mattos Filho
2.2 Main Market Trends and Deals , the most important areas of law that investors should consider are corporate, tax, environmental and compliance laws. 2.7 Soil Pollution or Environmental Contamination As a rule, from an environmental law perspec - tive and considering legal precedents in Bra - zil’s Superior Tribunal of Justice, the liability for soil pollution or environmental contamination is propter rem. Therefore, it is connected to the real estate asset itself. As a result, the buyer of a real estate asset is liable for pollution or contamination even if it did not cause it. Propter rem liability does not affect the buyer’s right of redress against the seller, provided that the real estate purchase and sale agreement contemplates this right. 2.8 Permitted Uses of Real Estate Under Zoning or Planning Law Each municipality is competent to legislate on land use, zoning and parcelling in accordance with its territorial planning. Buyers can ascer - tain the permitted uses of a parcel of real estate under applicable zoning or planning laws by either consulting such local legislation, or the relevant municipality or urban planning authori - ties directly. Zoning maps and guidelines should be provided in the municipal legislation and can be freely consulted. During the process of issuance of the relevant licences an integration between the developer and local authorities is common by means of the appropriate proceedings.
claims that could otherwise affect the sale; and • compliance with the municipal, state and fed - eral laws in respect of licences, construction, zoning and environmental matters. In connection with the seller, they include at least: • legal capacity and authority; • solvency; and • compliance with anti-corruption laws. The seller is liable for the indemnification in the case of loss of title. This is the most typi - cal indemnification due by the seller. Only when expressly waived is the indemnification not due by the seller. Usually, the cap is the price paid by the buyer for the real estate plus adjustment for inflation. The statute of limitation is ten years from the transfer of title. It is also usual that the seller be liable for losses and damages incurred by a buyer due to mis - representation and patent or latent defects. The parties often cap damages at the price of the transaction. Representations and warranties commonly sur - vive until the lapse of each item’s statute of limi - tations, which is usually five years, but in certain cases may be up to ten years. Standard representations and warranties were not affected by the pandemic. However, parties now negotiate whether they would accept a pan - demic as a material adverse effect which may prevent a transaction from closing. 2.6 Important Areas of Law for Investors In addition to the Civil Code and the laws men - tioned in items 1.1 Main Sources of Law and
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