TÜRKİYE Law and Practice Contributed by: Serkan Gül, Nazım O Kurt and Türkay Avanaş, Hergüner Bilgen Üçer Attorney Partnership
security and pre-emptive rights, are all revealed in public records. On the other hand, if the deal is structured as a share sale, with the entity holding the asset changing hands rather than the under - lying asset itself, extensive representations and warranties are generally demanded. Customary buyer’s remedies include compensa - tion or purchase price adjustment, and a letter of guarantee from the seller or retention of a part of the purchase price typically act as security for the enforcement of these remedies. It is cus - tomary for the seller’s representations and war - ranties to expire after two to three years, and in the case of tax obligations, after six years. There is typically a cap on the seller’s liability in the amount of 15–30% of the purchase price. However, for some important representations and warranties, eg, relating to the ownership rights of and encumbrances on the target prop - erty, this cap can increase to up to 100% of the purchase price. Environmental representations and warranties are occasionally demanded but are seldom granted. 2.6 Important Areas of Law for Investors Real estate law sits at the crossroads of consti - tutional law, private law and administrative law. As noted at 1.1 Main Sources of Law , property rights are guaranteed by the constitution and international treaties. At a more local level, the most important area of law for a purchaser to keep in mind is property law, given that it deter - mines the rights and obligations conferred to owners of real property. The law of obligations is also important in that it defines the rules and principles governing contracts related to real property (sale agreements, lease agreements, etc). Next, the zoning law should be kept in mind as this determines the uses to which real estate can be put. A purchaser should also be mind - ful of secondary rules governing the issuance
of construction and usage permits. Lastly, land registration laws are also fairly important, giv - en that they determine what information about real property can be gleaned from land registry records. 2.7 Soil Pollution or Environmental Contamination The obligation to comply with environmental regulations is generally imposed on owners of real property rather than the property itself. As such, a buyer of real property is in principle not responsible for any contamination that has taken place prior to their taking ownership. However, contamination may carry with it the presumption that the current occupant has caused contami - nation, and in such an event, the occupant may need to defeat that presumption by proving that it was an earlier owner who caused the pollution. This is one area where due diligence findings may prove useful. 2.8 Permitted Uses of Real Estate Under Zoning or Planning Law A buyer can ascertain the permitted uses of a parcel of real estate by consulting the zoning plans, plan notes for the concerned plot, and zoning legislation. The zoning plans concern - ing each locality contain specific instructions on how each parcel may be developed or used; these instructions reveal both the general plan for the use of land in the locality and indicate how each parcel fits into the whole. It is generally not possible to alter zoning restric - tions for particular parcels on a project basis through agreements with local zoning authori - ties, especially after an amendment introduced to the Zoning Law in 2020 which specifically prohibits zoning plan amendments for particu - lar parcels that increase the population, building density, number of storeys and building height.
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