COMMERCIAL REAL ESTATE PURCHASE AND SALE AGREEMENT

(Alabama – Template)

[// GUIDANCE: This court-ready template is structured for commercial real estate transactions governed by Alabama law. Replace each bracketed placeholder with deal-specific information and delete all GUIDANCE comments before execution.]

TABLE OF CONTENTS

I. Document Header
II. Definitions
III. Operative Provisions
IV. Representations & Warranties
V. Covenants & Restrictions
VI. Default & Remedies
VII. Risk Allocation
VIII. Dispute Resolution
IX. General Provisions
X. Execution Block

I. DOCUMENT HEADER

1. Title and Parties.
   This Commercial Real Estate Purchase and Sale Agreement (this “Agreement”) is made and entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between [SELLER LEGAL NAME], a [STATE OF ORGANIZATION AND ENTITY TYPE] (“Seller”), and [PURCHASER LEGAL NAME], a [STATE OF ORGANIZATION AND ENTITY TYPE] (“Purchaser”). Seller and Purchaser are sometimes referred to individually as a “Party” and collectively as the “Parties.”

2. Recitals.
   A. Seller owns fee simple title to the real property located at [PROPERTY ADDRESS], together with all improvements thereon and the rights appurtenant thereto (collectively, the “Property”).
   B. Purchaser desires to purchase and Seller desires to sell the Property upon the terms and conditions set forth herein.
   C. For good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows.

3. Governing Law and Jurisdiction.
   This Agreement shall be governed by and construed in accordance with the laws of the State of Alabama, without regard to conflict-of-laws principles.

II. DEFINITIONS

For purposes of this Agreement, the following capitalized terms have the meanings set forth below. Defined terms appear alphabetically and are cross-referenced in the Sections indicated.

“Adjustment Items” – Section III.8
“ALTA Survey” – Section III.5(b)
“Arbitration Notice” – Section VIII.3
“Closing” – Section III.7
“Closing Date” – Section III.7
“Closing Deliverables” – Section III.7(c)
“Deed” – Section III.7(c)(i)
“Deposit” – Section III.2
“Environmental Law(s)” – Section IV.2(e)
“Escrow Agent” – Section III.2
“Force Majeure Event” – Section VII.5
“Hazardous Materials” – Section IV.2(e)
“Indemnified Party / Indemnifying Party” – Section VII.1
“Inspection Period” – Section III.3
“Permitted Exceptions” – Section III.5(a)
“Purchase Price” – Section III.1
“Specific Performance Cap” – Section VI.3(a)
“Title Commitment” – Section III.5(a)
“Title Company” – Section III.5(a)

[// GUIDANCE: Add, delete, or edit defined terms to match the transaction. Maintain alphabetical order.]

III. OPERATIVE PROVISIONS

1. Purchase Price.
   Purchaser shall pay Seller the total purchase price of [INSERT DOLLAR AMOUNT] (the “Purchase Price”), subject to prorations and adjustments under Section III.8.

2. Deposit; Escrow.
   (a) Within two (2) Business Days after the Effective Date, Purchaser shall deliver to [TITLE COMPANY NAME] (the “Escrow Agent”) an earnest money deposit of [DOLLAR AMOUNT] (the “Deposit”) by wire transfer.
   (b) The Deposit shall be held in a non-interest-bearing escrow account and applied at Closing to the Purchase Price or, if applicable, disbursed pursuant to Section VI (Default & Remedies).

3. Inspection Period.
   (a) Commencing on the Effective Date and ending at 5:00 p.m. (Central Time) on the date that is [NUMBER] days thereafter (the “Inspection Period”), Purchaser may inspect the Property, including physical, environmental, zoning, and title matters.
   (b) Purchaser may terminate this Agreement for any reason before expiration of the Inspection Period by written notice to Seller, in which event the Deposit shall be returned to Purchaser and neither Party shall have further obligations (except those expressly stated to survive).

4. Access & Non-Interference.
   Seller shall afford Purchaser and its consultants reasonable access to the Property during the Inspection Period upon [NUMBER] Business Days’ prior notice, subject to (i) Seller’s safety and security procedures, and (ii) Purchaser’s obligation to restore any disturbance and to carry liability insurance with limits not less than [LIMITS].

5. Title & Survey.
   (a) Title Commitment. Within [NUMBER] days after the Effective Date, Seller shall cause [TITLE COMPANY NAME] (the “Title Company”) to issue a current ALTA Commitment for Title Insurance (the “Title Commitment”) with legible copies of all exception documents. Purchaser shall have [NUMBER] days after receipt to deliver written objections. Seller shall have [NUMBER] days to cure or agree to cure any objections; items not timely cured or agreed to be cured become “Permitted Exceptions.”
   (b) Survey. Purchaser may obtain, at Purchaser’s expense, an ALTA/NSPS Land Title Survey of the Property (the “ALTA Survey”). Matters revealed by the ALTA Survey that adversely affect title and are objected to within the same time period as title objections shall be resolved in accordance with Section III.5(a).

6. Conditions Precedent.
   Purchaser’s obligation to close is conditioned upon:
   (a) Accuracy in all material respects of Seller’s representations and warranties as of the Closing Date;
   (b) Title Company’s commitment to issue an owner’s policy of title insurance subject only to Permitted Exceptions;
   (c) Receipt of a Phase I Environmental Site Assessment reasonably acceptable to Purchaser;
   (d) Confirmation the Property’s current zoning classification is [ZONING CLASSIFICATION] and permits the intended use; and
   (e) Satisfaction of any additional conditions listed in Schedule [__].

7. Closing.
   (a) Closing Date. The closing of the transaction contemplated hereby (“Closing”) shall occur on [CLOSING DATE] (the “Closing Date”) at the offices of the Title Company or remotely via escrow closing.
   (b) Closing Prorations. Taxes, assessments, rents, operating expenses, and other Adjustment Items shall be prorated as of 11:59 p.m. on the day preceding the Closing Date as set forth in Section III.8.
   (c) Closing Deliverables.
   (i) Seller shall deliver: (A) a duly executed statutory warranty deed in recordable form (the “Deed”); (B) a non-foreign affidavit; (C) a closing statement; (D) possession of the Property free of occupants unless otherwise specified; (E) assignments of contracts, warranties, and permits; and (F) such other documents reasonably requested by the Title Company.
   (ii) Purchaser shall deliver: (A) the balance of the Purchase Price by wire transfer; (B) the reciprocal counterpart closing statement; and (C) such additional closing documents as the Title Company may reasonably require.

8. Prorations and Adjustments.
   The following (collectively, “Adjustment Items”) shall be prorated as of the Proration Date: (i) real estate and personal property taxes; (ii) collected and uncollected rents; (iii) operating expenses; (iv) utility charges; and (v) any other mutually agreed charges. The Parties will perform a post-Closing “true-up” within ninety (90) days.

IV. REPRESENTATIONS & WARRANTIES

1. Mutual Representations.
   Each Party represents and warrants to the other as of the Effective Date and as of Closing that:
   (a) It is duly organized, validly existing, and in good standing under the laws of its state of formation;
   (b) It has full power and authority to execute and perform this Agreement;
   (c) This Agreement constitutes a valid and binding obligation enforceable against such Party; and
   (d) Execution and performance do not violate any agreement, judgment, or applicable law binding upon such Party.

2. Seller’s Additional Representations.
   Seller further represents and warrants that:
   (a) Title. Seller is the sole fee simple owner of the Property, subject only to Permitted Exceptions, and has not granted any option or right of first refusal to purchase the Property that remains in effect.
   (b) Compliance. To Seller’s Knowledge, no written notice of violation of zoning, building code, or similar laws affecting the Property is outstanding and unresolved.
   (c) Litigation. There is no pending or, to Seller’s Knowledge, threatened litigation or condemnation proceeding affecting the Property.
   (d) Contracts. All service contracts relating to the Property are listed on Schedule [A] and are cancelable on not more than thirty (30) days’ notice without penalty.
   (e) Environmental Matters. Seller has not received written notice that the Property is in violation of any federal, state, or local environmental law, rule, regulation, or ordinance (“Environmental Law(s)”). To Seller’s Knowledge, no release of hazardous or toxic substances (“Hazardous Materials”) has occurred on the Property requiring remediation under Environmental Laws.

3. Survival; Disclosure Schedule.
   (a) Survival. The representations and warranties contained in this Article IV shall survive Closing for a period of [SURVIVAL PERIOD] months, except that any representation or warranty as to title shall survive without limitation.
   (b) Disclosure Updates. Seller may update the Disclosure Schedule up to five (5) Business Days prior to Closing; Purchaser may elect to terminate within three (3) Business Days after any material adverse update, in which case the Deposit shall be returned.

V. COVENANTS & RESTRICTIONS

1. Conduct of Business Prior to Closing.
   From the Effective Date through Closing, Seller shall:
   (a) Operate and maintain the Property in substantially the same manner as before the Effective Date, subject to reasonable wear and tear;
   (b) Not enter into, amend, or terminate any lease or service contract without Purchaser’s prior written consent (which shall not be unreasonably withheld, conditioned, or delayed);
   (c) Maintain existing insurance coverage; and
   (d) Provide prompt written notice to Purchaser of any event or circumstance that would render Seller’s representations and warranties untrue.

2. Zoning & Use Covenant.
   Seller shall not apply for or consent to any rezoning, variance, or special exception affecting the Property without Purchaser’s prior written consent.

3. Post-Closing Obligations.
   (a) Seller shall cooperate (at no out-of-pocket cost) with Purchaser in connection with any post-Closing filings, permit transfers, or attestations required under Alabama real estate or environmental regulations.
   (b) Purchaser shall, for a period of [NUMBER] years following Closing, maintain books and records relating to the Property reasonably sufficient to respond to any governmental inquiries regarding pre-Closing conditions.

VI. DEFAULT & REMEDIES

1. Events of Default.
   (a) Purchaser Default. Purchaser’s failure to close on the Closing Date after satisfaction of all conditions precedent constitutes a default.
   (b) Seller Default. Seller’s failure to close or a material breach of any covenant, representation, or warranty constitutes a default.

2. Notice & Cure.
   The non-defaulting Party shall deliver written notice specifying the default. The defaulting Party shall have [FIVE (5)] Business Days to cure monetary defaults and [TEN (10)] Business Days to cure non-monetary defaults, provided that failure to close on the Closing Date is not subject to cure unless otherwise agreed in writing.

3. Remedies.
   (a) Seller Default. Purchaser may (i) terminate this Agreement and receive an immediate return of the Deposit together with reimbursement of documented third-party due-diligence costs not to exceed [SPECIFIC PERFORMANCE CAP]% of the Purchase Price (the “Specific Performance Cap”), or (ii) seek specific performance to compel Seller to convey the Property; monetary damages in excess of the Specific Performance Cap are expressly waived.
   (b) Purchaser Default. Seller’s sole remedy shall be to retain the Deposit as liquidated damages, the Parties acknowledging the difficulty of ascertaining actual damages; Seller waives all other claims for damages or equitable relief.
   (c) Attorney Fees. The prevailing Party in any dispute arising under this Agreement shall be entitled to reasonable attorney fees and costs.

VII. RISK ALLOCATION

1. Environmental Indemnification.
   (a) Seller Indemnity. Seller shall indemnify, defend, and hold Purchaser, its affiliates, and their respective officers, directors, employees, and agents (each, an “Indemnified Party”) harmless from and against any and all losses, costs, liabilities, and expenses (including reasonable attorney fees) arising from or relating to (i) any release of Hazardous Materials on or before the Closing Date, or (ii) Seller’s breach of any Environmental Law prior to Closing.
   (b) Purchaser Indemnity. Purchaser shall indemnify, defend, and hold Seller and its affiliates harmless from and against any losses arising from Purchaser’s activities on the Property after Closing or any violation of Environmental Laws occurring post-Closing.
   (c) Claims Procedure. The Indemnified Party shall provide prompt written notice of any claim; failure to provide timely notice shall not relieve the Indemnifying Party except to the extent materially prejudiced.

2. Liability Cap.
   Except for fraud, willful misconduct, or obligations that expressly survive Closing without limitation, each Party’s aggregate liability under this Agreement shall not exceed [NEGOTIABLE CAP PERCENTAGE]% of the Purchase Price.

3. Insurance Requirements.
   Purchaser shall, at Closing, procure and maintain commercial general liability insurance covering the Property with limits not less than [LIMITS] per occurrence and name Seller as an additional insured until Purchaser obtains replacement coverage post-Closing.

4. As-Is Sale; Disclaimer.
   Except for Seller’s express representations and warranties in this Agreement or in any closing document, Purchaser acknowledges it is purchasing the Property “AS-IS, WHERE-IS, WITH ALL FAULTS,” and assumes the risk that adverse conditions may not have been revealed by its due diligence.

5. Force Majeure.
   Neither Party shall be liable for failure to perform any obligation (other than payment of money) during the period and to the extent such performance is delayed by fire, flood, storm, pandemics, acts of God, war, terrorism, or other events beyond the reasonable control of the affected Party (“Force Majeure Event”), provided that the affected Party (i) promptly notifies the other Party, and (ii) resumes performance as soon as reasonably practicable. Deadlines shall be extended day-for-day for each day of Force Majeure delay, not to exceed thirty (30) cumulative days.

VIII. DISPUTE RESOLUTION

1. Governing Law.
   This Agreement shall be governed by the internal laws of the State of Alabama.

2. Forum Selection.
   Each Party irrevocably submits to the exclusive jurisdiction of the state courts located in [COUNTY], Alabama (and, if applicable, the federal courts sitting in the Northern District of Alabama) for any action arising out of or relating to this Agreement.

3. Optional Arbitration.
   Either Party may, by written notice to the other (“Arbitration Notice”), elect binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. Arbitration shall take place in [CITY], Alabama before a panel of three (3) arbitrators experienced in commercial real estate. Judgment on the award may be entered in any court of competent jurisdiction. Discovery shall be limited to that reasonably necessary for a fair resolution.

4. Jury Trial Waiver.
   [OPTIONAL: Each Party knowingly and voluntarily waives any right to a trial by jury in any litigation arising out of or relating to this Agreement.]

5. Specific Performance and Injunctive Relief.
   The Parties acknowledge that monetary damages may be inadequate for certain breaches and agree that the non-breaching Party shall be entitled to seek specific performance, injunctive relief, or other equitable remedies, in addition to any other remedies available at law or in equity.

IX. GENERAL PROVISIONS

1. Notices.
   All notices must be in writing and delivered (i) by hand with signed receipt, (ii) by nationally recognized overnight courier with tracking, or (iii) by electronic mail with confirmation of receipt, to the addresses set forth below (or any updated address designated by written notice). Notice is deemed given upon delivery.

2. Amendment; Waiver.
   No amendment or waiver of any provision shall be effective unless in writing and signed by both Parties. A waiver of any breach shall not constitute a waiver of any subsequent breach.

3. Assignment.
   Neither Party may assign this Agreement without the prior written consent of the other, except Purchaser may assign to an affiliate controlled by or under common control with Purchaser upon written notice to Seller. Any prohibited assignment is void.

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

5. Severability.
   If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force, provided the essential economic terms are not materially impaired.

6. Integration / Merger.
   This Agreement, together with the exhibits and schedules hereto, constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings.

7. Counterparts; Electronic Signatures.
   This Agreement may be executed in multiple counterparts, each of which is deemed an original, and all of which together constitute one instrument. Signatures transmitted electronically (e.g., via PDF or reputable e-signature platform) shall be deemed original signatures for all purposes.

X. EXECUTION BLOCK

IN WITNESS WHEREOF, Seller and Purchaser have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.

SELLER:
[SELLER LEGAL NAME]
By: ______
Name: ____
Title: _____

PURCHASER:
[PURCHASER LEGAL NAME]
By: ______
Name: ____
Title: _____

[NOTARY BLOCKS – include Alabama statutory form acknowledgment if recordation is anticipated]

[// GUIDANCE:
1. Attach or reference schedules and exhibits (e.g., legal description, escrow wiring instructions, form closing statement, service contracts list, rent roll).
2. Confirm compliance with Ala. Code recording requirements if the Deed will be recorded contemporaneously.
3. Consider adding FIRPTA provisions if Seller is a foreign person.
4. Delete optional arbitration and jury waiver language if not elected by the Parties.
5. Obtain title company review of Section III and Schedule __ (title/escrow provisions) for local underwriting standards.]

END OF DOCUMENT