COMMERCIAL REAL ESTATE PURCHASE AND SALE AGREEMENT

(State of Alaska)

[// GUIDANCE: This template is drafted for a fee‐simple conveyance of improved or unimproved commercial real property located in the State of Alaska (“AK”). All bracketed items—including optional sections—must be tailored to deal‐specific facts, client risk appetite, and negotiations.]

TABLE OF CONTENTS

1. Definitions
2. Purchase and Sale; Property Description
3. Purchase Price; Deposit; Allocation of Closing Costs
4. Due Diligence; Title and Survey Review
5. Closing; Conditions Precedent
6. Representations and Warranties
7. Covenants and Pre-Closing Obligations
8. Environmental, Zoning, and Other Compliance Matters
9. Risk Allocation; Indemnification; Insurance
10. Default; Remedies
11. Dispute Resolution; Governing Law
12. Miscellaneous Provisions
13. Execution

Exhibits
A – Legal Description of the Real Property
B – Seller’s Disclosure Schedule(s)
C – Form of Statutory Warranty Deed (AK)
D – Bill of Sale / Assignment of Intangibles
E – Form of Owner’s Affidavit
F – Form of FIRPTA Affidavit
G – [Optional] Arbitration Agreement

1. DEFINITIONS

The following terms shall have the meanings set forth below for all purposes under this Agreement. Any term not defined in this Article 1 that is defined elsewhere shall have the meaning assigned to it where first used.

“Acceptable Title” – marketable fee simple title to the Property, subject only to Permitted Exceptions and insurable at regular rates by the Title Company in an ALTA Owner’s Policy (or Alaska equivalent) in the amount of the Purchase Price.

“Affiliate” – with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such Person.

“Agreement” – this Commercial Real Estate Purchase and Sale Agreement, including all Exhibits and any duly executed amendments or supplements.

“Applicable Law” – (a) the internal laws of the State of Alaska (without regard to conflict-of-laws principles), (b) all federal laws of the United States applicable to the Property or the transactions contemplated herein, including 42 U.S.C. § 9601 et seq. (CERCLA), and (c) all rules, regulations, ordinances, and codes of any Governmental Authority having jurisdiction over the Property or the Parties.

“Arbitration Rules” – [American Arbitration Association Commercial Arbitration Rules] OR [other agreed rules].
[// GUIDANCE: Delete if arbitration is not elected.]

“Business Day” – any day other than Saturday, Sunday, or a federal or Alaska state holiday.

“Closing” – the consummation of the purchase and sale of the Property, including the delivery and recording of the Deed and exchange of consideration.

“Closing Date” – the date on which the Closing occurs as determined under Section 5.1.

“Deposit” – the earnest money deposit described in Section 3.2.

“Effective Date” – the date on which this Agreement is last executed by Buyer and Seller, as indicated in Section 13.4.

“Environmental Laws” – all Applicable Laws relating to pollution, protection of the environment, or public health and safety (to the extent relating to exposure to Hazardous Materials).

“Environmental Liabilities” – any losses, claims, demands, penalties, liabilities, damages, injuries, costs, or expenses (including reasonable attorneys’ and consultants’ fees) arising out of or related to Environmental Matters.

“Environmental Matters” – any Release or threatened Release of Hazardous Materials, or any violation of Environmental Laws, with respect to the Property.

“Escrow Agent” – [TITLE COMPANY NAME], or such other escrow company mutually acceptable to the Parties.

“Hazardous Materials” – any substance defined as “hazardous” or “toxic” or otherwise regulated under Environmental Laws, including petroleum and petroleum by-products.

“Inspection Period” – the period described in Section 4.1 for Buyer’s due-diligence investigations.

“Person” – any individual, partnership, limited liability company, corporation, trust, estate, association, joint venture, or Governmental Authority.

“Permitted Exceptions” – the matters described in Section 4.4 that Buyer approves or is deemed to have approved.

“Property” – collectively, the Real Property (defined below), Improvements, and all associated Personal Property, Intangibles, and appurtenant rights conveyed under this Agreement.

“Purchase Price” – the consideration for the Property set forth in Section 3.1.

“Real Property” – the land more particularly described on Exhibit A, together with all easements, rights, and appurtenances thereunto belonging.

“Release” – any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, leaching, dumping, or disposing into the environment.

“Title Company” – the Escrow Agent when acting in its capacity as title insurer.

[Additional Defined Terms may be inserted as necessary.]

2. PURCHASE AND SALE; PROPERTY DESCRIPTION

2.1 Agreement to Convey. Subject to the terms and conditions of this Agreement, Seller agrees to sell, transfer, and convey to Buyer, and Buyer agrees to purchase from Seller, all of Seller’s right, title, and interest in and to the Property.

2.2 Property Components. The term “Property” shall include:
(a) the Real Property;
(b) all buildings and other improvements located thereon (the “Improvements”);
(c) all fixtures, machinery, and equipment owned by Seller and located on or used solely in connection with the Real Property (collectively, the “Personal Property”);
(d) all leases, licenses, occupancy agreements, and tenant security deposits (the “Leases”);
(e) all assignable warranties, permits, approvals, entitlements, and governmental authorizations relating to the Real Property (the “Intangibles”); and
(f) all appurtenant rights, privileges, and easements benefiting the Real Property.

3. PURCHASE PRICE; DEPOSIT; ALLOCATION OF CLOSING COSTS

3.1 Purchase Price. The aggregate purchase price for the Property shall be $[AMOUNT] (the “Purchase Price”), payable in U.S. dollars as follows:

(a) Deposit. Within two (2) Business Days after the Effective Date, Buyer shall deliver to Escrow Agent the Deposit in the amount of $[AMOUNT] by wire transfer of immediately available funds.
(b) Balance at Closing. Buyer shall deliver the balance of the Purchase Price, adjusted by prorations and closing adjustments under Section 3.4, to Escrow Agent in immediately available funds on or before the Closing Date.

3.2 Deposit Disposition.
(a) Initial Refundability. The Deposit shall be fully refundable to Buyer until expiration of the Inspection Period, unless Buyer earlier terminates this Agreement.
(b) Post-Inspection Period. Following expiration of the Inspection Period, the Deposit shall become non-refundable except in the event of Seller Default or failure of a condition precedent set forth in Section 5.2.
(c) Application at Closing. At Closing, the Deposit shall be applied toward the Purchase Price.

3.3 Escrow Instructions. The Parties shall deliver mutually acceptable escrow instructions consistent with this Agreement to the Escrow Agent within three (3) Business Days after the Effective Date.

3.4 Prorations and Closing Adjustments. All rents, real property taxes, special assessments (whether payable in installments or otherwise), utilities, and other normally proratable items shall be prorated between Seller and Buyer as of 11:59 p.m. Alaska Time on the day preceding the Closing Date in accordance with customary Alaska practice. [// GUIDANCE: Insert provisions for tenant reimbursements, CAM charges, or seasonal income as required.]

3.5 Closing Costs. Buyer and Seller shall pay their respective legal fees. Recording fees, escrow fees, and Title Company premiums shall be allocated as follows: [ALLOCATION OF FEES].

4. DUE DILIGENCE; TITLE AND SURVEY REVIEW

4.1 Inspection Period. Buyer shall have [NUMBER] days commencing on the Effective Date (the “Inspection Period”) to conduct, at Buyer’s sole cost and risk, such investigations of the Property as Buyer deems necessary or desirable, including but not limited to:
(a) physical inspections, including environmental assessments;
(b) review of zoning, land-use, and development regulations;
(c) review of title commitments and surveys; and
(d) financial analysis of Leases and operating income.

Buyer may enter the Property upon not less than twenty-four (24) hours’ prior notice to Seller and subject to commercially reasonable access terms.

4.2 Title Commitment & Survey. Within five (5) Business Days after the Effective Date, Seller shall cause the Title Company to deliver to Buyer:
(a) a current commitment (the “Title Commitment”) to issue an ALTA Owner’s Policy (or Alaska equivalent) for Acceptable Title; and
(b) all recorded documents referenced in the Title Commitment.
Buyer may, at its option, obtain a new or updated survey certified to Buyer, Seller, and the Title Company.

4.3 Title Objections. Buyer shall have until the later of (i) five (5) Business Days prior to the end of the Inspection Period, or (ii) ten (10) Business Days after receipt of the last of the Title Commitment, exception documents, and survey, to deliver written notice of objections to title or survey matters (“Title Objection Notice”). Seller shall have five (5) Business Days after receipt to elect in writing to cure or remove any objections. If Seller does not timely elect to cure, Buyer may (a) terminate this Agreement and receive a refund of the Deposit, or (b) waive the objection(s), in which event the objection(s) shall become Permitted Exceptions.

4.4 Permitted Exceptions. Permitted Exceptions shall consist of:
(a) standard printed exceptions of the Title Company;
(b) matters shown in the Title Commitment or survey and not timely objected to by Buyer or waived;
(c) Applicable Law; and
(d) liens for real property taxes and assessments not yet due and payable.

5. CLOSING; CONDITIONS PRECEDENT

5.1 Closing Date. The Closing shall occur on [DATE] or such earlier date as the Parties may mutually agree in writing, but in no event later than [OUTSIDE DATE] (the “Closing Date”).

5.2 Buyer Conditions. The obligation of Buyer to proceed to Closing is conditioned upon:
(a) Seller’s representations and warranties being true and correct as of Closing;
(b) Seller’s delivery of Closing deliverables per Section 5.4;
(c) Title Company’s irrevocable commitment to issue the Owner’s Policy for Acceptable Title;
(d) no Material Adverse Effect having occurred; and
(e) no pending condemnation action affecting the Property.

5.3 Seller Conditions. Seller’s obligation to proceed to Closing is conditioned upon:
(a) Buyer’s representations and warranties being true and correct;
(b) Buyer’s delivery of all Closing deliverables and the Purchase Price; and
(c) no injunction or order restraining or prohibiting Closing.

5.4 Deliverables.
(a) Seller Deliverables: (i) duly executed and notarized Statutory Warranty Deed in the form of Exhibit C; (ii) Bill of Sale / Assignment (Exhibit D); (iii) owner’s affidavit (Exhibit E); (iv) FIRPTA affidavit (Exhibit F); (v) tenant notice letters; and (vi) keys, codes, and records.
(b) Buyer Deliverables: (i) Purchase Price funds; (ii) countersigned closing statements; and (iii) such additional documents as Title Company may reasonably require.

5.5 Post-Closing Deliverables. Within five (5) Business Days after Closing, Seller shall deliver to Buyer all original tenant files, permits, warranties, and similar proprietary documents not previously delivered.

6. REPRESENTATIONS AND WARRANTIES

6.1 Seller Representations. Seller represents and warrants to Buyer, as of the Effective Date and as of Closing, that:
(a) Organization & Authority. Seller is a [TYPE OF ENTITY] duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation and authorized to do business in Alaska. Seller has full power and authority to execute and deliver this Agreement and perform its obligations herein.
(b) Title. Seller holds fee simple title to the Real Property, free and clear of all liens, claims, and encumbrances, except Permitted Exceptions.
(c) Compliance. To Seller’s Knowledge, the Property is in material compliance with Applicable Law, including Environmental Laws and zoning requirements.
(d) Environmental. Seller has not received written notice of any pending or threatened claim, investigation, or proceeding relating to Environmental Matters.
(e) Leases. Exhibit B lists all Leases, which are in full force and effect, and Seller is not in material default thereunder.
(f) Litigation. No litigation, arbitration, or governmental proceeding is pending or, to Seller’s Knowledge, threatened that would materially affect the Property or Seller’s ability to consummate the transactions contemplated herein.
(g) Foreign Person. Seller is not a “foreign person” as defined in 26 U.S.C. § 1445(f)(3).

6.2 Buyer Representations. Buyer represents and warrants to Seller that:
(a) Organization & Authority. Buyer is a [TYPE OF ENTITY] duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation and authorized to do business in Alaska.
(b) Binding Obligation. This Agreement has been duly authorized, executed, and delivered by Buyer and constitutes its legal, valid, and binding obligation, enforceable against Buyer in accordance with its terms.
(c) No Conflict. The execution, delivery, and performance of this Agreement does not violate any agreement or Applicable Law binding upon Buyer.
(d) Financial Ability. Buyer has, and at Closing will have, sufficient funds to consummate the transactions contemplated herein without contingency.

6.3 Survival. Seller’s and Buyer’s representations and warranties shall survive Closing for [SURVIVAL PERIOD] months, at which time they shall terminate except for (a) any claim timely filed in writing and (b) the Fundamental Representations (authority, title, environmental, tax, and brokerage) which shall survive the applicable statute of limitations.

7. COVENANTS AND PRE-CLOSING OBLIGATIONS

7.1 Operation of Property. Between the Effective Date and Closing, Seller shall:
(a) operate the Property in accordance with Seller’s historical practices;
(b) maintain existing insurance coverages;
(c) not enter into new leases, service contracts, or amendments without Buyer’s prior written consent (not to be unreasonably withheld, conditioned, or delayed); and
(d) promptly notify Buyer of any material change or casualty affecting the Property.

7.2 Access and Cooperation. Seller shall reasonably cooperate with Buyer’s due-diligence efforts, including providing access to documents and personnel.

7.3 Casualty and Condemnation.
(a) Material Casualty. If prior to Closing a casualty causes damage with restoration costs exceeding $[THRESHOLD] or rendering more than [PERCENT]% of the rentable area untenantable (“Material Casualty”), Buyer may terminate this Agreement and obtain a refund of the Deposit, whereupon the Parties shall have no further obligations (except obligations expressly stated to survive).
(b) Condemnation. If prior to Closing any condemnation proceeding is commenced that would materially affect the Property, Buyer may elect to terminate this Agreement or proceed to Closing and receive any condemnation award.

7.4 Post-Closing Cooperation. After Closing, each Party shall reasonably cooperate with the other in transferring utilities, tenant notifications, and post-closing filings, at no cost to the cooperating Party.

8. ENVIRONMENTAL, ZONING, AND OTHER COMPLIANCE MATTERS

8.1 Environmental Indemnity by Seller. Subject to Section 9.5 (Liability Cap), Seller shall indemnify, defend, and hold Buyer and its Affiliates harmless from and against any and all Environmental Liabilities arising from:
(a) any Release of Hazardous Materials at, on, under, or migrating from the Property that occurred prior to Closing; or
(b) any violation of Environmental Laws with respect to the Property arising out of conditions existing prior to Closing.

8.2 Buyer’s Environmental Indemnity. Buyer shall indemnify, defend, and hold Seller harmless from Environmental Liabilities arising from Buyer’s activities on the Property after Closing.

8.3 Environmental Assessments. Buyer may perform Phase I environmental site assessments (and, if warranted, Phase II assessments) during the Inspection Period, with the right to terminate this Agreement upon discovery of any Environmental Matters deemed unsatisfactory, in Buyer’s sole discretion.

8.4 Zoning Compliance. Seller represents that, to Seller’s Knowledge, the current use of the Property is a legal, conforming use under Applicable Law. Buyer shall independently verify zoning and land-use allowances; Seller shall reasonably cooperate in Buyer’s zoning confirmation efforts.

8.5 Title Matters. Seller shall deliver to Buyer at Closing (i) any owner’s title policy in Seller’s possession, (ii) any existing surveys, and (iii) evidence of discharge or release of any monetary liens not constituting Permitted Exceptions.

9. RISK ALLOCATION; INDEMNIFICATION; INSURANCE

9.1 Seller Indemnification. In addition to any other indemnities expressly provided herein, Seller shall indemnify, defend, and hold Buyer harmless from and against all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from:
(a) any breach of Seller’s representations, warranties, or covenants;
(b) Seller’s operation of the Property prior to Closing; and
(c) Brokerage Claims arising by, through, or under Seller.

9.2 Buyer Indemnification. Buyer shall indemnify, defend, and hold Seller harmless from and against all claims, losses, damages, liabilities, costs, and expenses arising from:
(a) any breach of Buyer’s representations, warranties, or covenants;
(b) Buyer’s access to or inspection of the Property prior to Closing; and
(c) Buyer’s ownership and operation of the Property from and after Closing.

9.3 Liability Cap. Except for (i) willful misconduct, (ii) fraud, and (iii) the Environmental Indemnities, the aggregate liability of each Party for breaches of this Agreement shall not exceed $[CAP AMOUNT] (the “Liability Cap”).
[// GUIDANCE: Parties may negotiate a percentage of the Purchase Price or other metric.]

9.4 Insurance Requirements. Buyer shall maintain commercial general liability insurance covering its pre-Closing activities on the Property with limits of not less than $[LIMIT] per occurrence and shall name Seller as an additional insured.

9.5 Survival of Indemnities. All indemnification obligations shall survive Closing or termination of this Agreement for the applicable statute of limitations period, except as otherwise expressly provided.

10. DEFAULT; REMEDIES

10.1 Buyer Default. If Buyer fails to perform any material obligation and such failure is not cured within five (5) Business Days after written notice from Seller, Seller may elect, as its sole and exclusive remedies, either:
(a) retain the Deposit as liquidated damages (the Parties acknowledging that actual damages would be difficult to ascertain); or
(b) seek specific performance of Buyer’s obligations, provided Seller files suit within ninety (90) days after Buyer’s default.
[// GUIDANCE: Choose (a) only, or both (a) and (b), depending on negotiating leverage.]

10.2 Seller Default. If Seller fails to perform any material obligation and such failure is not cured within five (5) Business Days after written notice from Buyer, Buyer may (a) terminate this Agreement and receive a refund of the Deposit plus reimbursement of actual third-party out-of-pocket costs not to exceed $[CAP], or (b) seek specific performance of Seller’s conveyance obligations.

10.3 Attorneys’ Fees. In any action or proceeding arising from this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys’ fees and costs.

10.4 Cumulative Remedies. Except as otherwise expressly provided, all rights and remedies are cumulative and may be exercised singularly or concurrently.

11. DISPUTE RESOLUTION; GOVERNING LAW

11.1 Governing Law. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Alaska, without giving effect to its conflict-of-laws principles.

11.2 Forum Selection. Each Party irrevocably submits to the exclusive jurisdiction of the state courts located in [BOROUGH / JUDICIAL DISTRICT], Alaska for any dispute arising out of or related to this Agreement, except as provided in Section 11.4 (Arbitration).

11.3 Jury Trial Waiver. EACH PARTY HEREBY KNOWINGLY AND VOLUNTARILY WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM BROUGHT BY EITHER PARTY AGAINST THE OTHER ON, OR IN RESPECT OF, ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT.
[// GUIDANCE: Remove if jury waiver is not desired.]

11.4 Optional Arbitration. [OPTIONAL SECTION] If the Parties elect by checking the box below, any dispute shall be resolved by binding arbitration administered by the American Arbitration Association in accordance with its Arbitration Rules. Judgment on the award may be entered in any court having jurisdiction thereof.

☐ The Parties agree to arbitrate all disputes under Exhibit G.

[// GUIDANCE: Attach Exhibit G with detailed arbitration provisions, including number of arbitrators, discovery limits, and confidentiality.]

11.5 Injunctive Relief / Specific Performance. Nothing in this Article shall limit either Party’s right to seek equitable relief, including specific performance or injunctive relief, to enforce or preserve the status quo under this Agreement.

12. MISCELLANEOUS PROVISIONS

12.1 Notices. All notices, consents, and approvals required or permitted under this Agreement shall be in writing and deemed given when (a) delivered in person, (b) delivered by nationally recognized overnight courier, or (c) sent by email with confirmation of delivery, addressed as follows:
Seller: [SELLER CONTACT INFO]
Buyer: [BUYER CONTACT INFO]
With copies to legal counsel as designated in writing.

12.2 Amendment and Waiver. No amendment or waiver of any provision shall be effective unless in a writing signed by both Parties. A waiver on one occasion shall not be deemed a waiver on any subsequent occasion.

12.3 Assignment. Buyer may not assign its rights or delegate its duties hereunder without Seller’s prior written consent, except that Buyer may assign to an Affiliate or to a special-purpose entity formed for the purpose of holding title to the Property, provided Buyer remains liable as a primary obligor.

12.4 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

12.5 Severability. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force, provided that the essential terms and intent of this Agreement can still be given effect.

12.6 Entire Agreement. This Agreement (including the Exhibits) constitutes the entire agreement of the Parties with respect to the subject matter and supersedes all prior agreements or understandings, whether written or oral.

12.7 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together constitute one and the same instrument. Signatures exchanged by electronic transmission (e.g., PDF or DocuSign) shall be deemed original signatures for all purposes.

12.8 Time of Essence. Time is of the essence with respect to all dates and time periods set forth herein.

12.9 Further Assurances. Each Party shall, at the reasonable request of the other, execute and deliver such additional instruments and take such further actions as may be reasonably necessary to carry out the intent of this Agreement.

12.10 Interpretation. Article and Section headings are for convenience only and shall not affect the interpretation of this Agreement. “Including” means “including without limitation.”

13. EXECUTION

13.1 Authority. Each individual executing this Agreement on behalf of a Party represents and warrants that he or she is duly authorized to bind such Party.

13.2 Brokerage. [SELLER / BUYER] has engaged [BROKER NAME] as broker and shall be responsible for all commissions due. Each Party agrees to indemnify the other against any claim for commission arising by, through, or under the indemnifying Party.

13.3 Effective Date. The “Effective Date” of this Agreement is the date on which the latter of Buyer or Seller signs in Section 13.4 below.

13.4 Signature Blocks.

SELLER:
[SELLER NAME], a [ENTITY TYPE]
By: ____
Name: ____
Title: ___
Date: ______

BUYER:
[BUYER NAME], a [ENTITY TYPE]
By: ____
Name: ____
Title: ___
Date: ______

[Notary Blocks – Alaska Statutory Form]
State of Alaska )
@[JUDICIAL DISTRICT] ) ss.
This instrument was acknowledged before me on _, 20 by ____ as ____ of ________.

Notary Public in and for Alaska
My commission expires: _____

Exhibits

Exhibit A – Legal Description of the Real Property
Exhibit B – Seller’s Disclosure Schedule(s)
Exhibit C – Form of Statutory Warranty Deed
Exhibit D – Bill of Sale / Assignment of Intangibles
Exhibit E – Owner’s Affidavit (Gap/Mechanics’ Liens)
Exhibit F – FIRPTA Affidavit
Exhibit G – [Optional] Arbitration Agreement

[// GUIDANCE: Confirm that each Exhibit is appended before circulation for signature. Update recital references, cross-references, and defined terms if any Exhibit is omitted or amended.]

END OF DOCUMENT