COMMERCIAL PURCHASE AND SALE AGREEMENT

(Iowa – Commercial Real Estate)

[// GUIDANCE: This template is intentionally comprehensive. Delete or modify any provisions not applicable to the contemplated transaction. All bracketed items [ALL-CAPS] must be completed or removed before execution.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
4. Representations & Warranties
5. Covenants & Restrictions
6. Default & Remedies
7. Risk Allocation
8. Dispute Resolution
9. General Provisions
10. Execution Block
11. Exhibits & Schedules

1. DOCUMENT HEADER

1.1 Parties.
This Commercial Purchase and Sale Agreement (this “Agreement”) is entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between:

(a) [SELLER LEGAL NAME], a [TYPE OF ENTITY; STATE OF ORGANIZATION] (“Seller”); and
(b) [BUYER LEGAL NAME], a [TYPE OF ENTITY; STATE OF ORGANIZATION] (“Buyer”).

Seller and Buyer are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

1.2 Recitals.
A. Seller is the fee simple owner of that certain real property located in [COUNTY], Iowa, commonly known as [PROPERTY ADDRESS], together with all improvements thereon and appurtenant rights (collectively, the “Property”).
B. Buyer desires to purchase, and Seller desires to sell, the Property upon the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows.

2. DEFINITIONS

For ease of reference, the following capitalized terms shall have the meanings set forth below:

“Affiliate,” “Business Day,” “Closing,” “Closing Date,” “Closing Documents,” “Deposit,” “Due Diligence Period,” “Hazardous Materials,” “Indemnified Parties,” “Purchase Price,” “Title Company,” “Title Commitment,” “Title Policy,” and all other capitalized terms are defined where first used and alphabetically cross-referenced in Schedule 1.

[// GUIDANCE: Maintain Schedule 1 as an alphabetical list; update cross-references whenever definitions are added or removed.]

3. OPERATIVE PROVISIONS

3.1 Purchase and Sale. Subject to the terms herein, Seller agrees to sell and convey, and Buyer agrees to purchase and accept, all of Seller’s right, title, and interest in and to the Property, including:

(a) the land legally described on Exhibit A;
(b) all buildings, fixtures, and improvements located thereon (the “Improvements”);
(c) all rights, easements, hereditaments, and appurtenances belonging or pertaining thereto; and
(d) all assignable intangible rights relating exclusively to the Property, including warranties, permits, plans, and licenses (collectively, the “Intangibles”).

3.2 Purchase Price. The total purchase price for the Property is [INSERT FIGURE] U.S. Dollars ($[__]) (the “Purchase Price”), payable as follows:

(a) Deposit. Within two (2) Business Days after full execution of this Agreement, Buyer shall deposit [___]% of the Purchase Price (the “Deposit”) with [TITLE COMPANY/ESCROW AGENT] (the “Escrow Agent”). The Deposit shall be applied to the Purchase Price at Closing or disbursed as otherwise provided herein.

(b) Balance. The remainder of the Purchase Price, adjusted by prorations and credits under §3.6, shall be paid by wire transfer of immediately available funds at Closing.

3.3 Title and Survey.

(a) Title Commitment. Within five (5) Business Days after the Effective Date, Seller shall cause [TITLE COMPANY] (the “Title Company”) to deliver to Buyer a commitment for issuance of an owner’s policy of title insurance (the “Title Commitment”) together with legible copies of all exceptions. At Buyer’s election, Seller shall also deliver the existing abstract of title for continuation and certification by the Iowa Title Guaranty Division.

(b) Survey. Buyer may, at Buyer’s sole cost, obtain an ALTA/NSPS survey of the Property (the “Survey”).

(c) Title Objections. Buyer shall have until the later of (i) fifteen (15) days after receipt of the last-delivered Title Commitment, Revised Commitment, or Survey, or (ii) the end of the Due Diligence Period to deliver written notice of title or survey objections (“Title Objections”). Seller shall have ten (10) days thereafter (the “Cure Period”) to cure or commit in writing to cure such Title Objections at or before Closing.

3.4 Due Diligence.

(a) Inspection Rights. During the Due Diligence Period of [___] days commencing on the Effective Date, Buyer and its agents may enter the Property at reasonable times to perform inspections, tests, and studies, provided that Buyer (i) gives 24-hour prior notice, and (ii) restores the Property to its pre-inspection condition.

(b) Document Delivery. Within five (5) Business Days after the Effective Date, Seller shall deliver to Buyer copies of all material Property documents in Seller’s possession or control, including but not limited to leases, service contracts, environmental reports, zoning correspondence, tax bills, utility information, and permits (collectively, the “Due Diligence Materials”).

(c) Termination Right. Buyer may terminate this Agreement for any reason prior to expiration of the Due Diligence Period by written notice to Seller, whereupon the Deposit shall be refunded to Buyer (minus any independent consideration if applicable) and neither Party shall have further liability except those obligations stated to survive termination.

3.5 Closing; Deliveries.

(a) Closing Date. The Closing shall occur on [CLOSING DATE] (or such earlier date elected by Buyer on at least five (5) Business Days’ written notice), at the offices of the Title Company or via escrow.

(b) Seller Closing Deliveries. At Closing, Seller shall deliver, inter alia:
(i) Special Warranty Deed (or Iowa statutory warranty deed) in recordable form;
(ii) Bill of Sale for personal property;
(iii) Assignment of Intangibles;
(iv) Groundwater Hazard Statement meeting Iowa Code § 558.69 requirements;
(v) Non-foreign affidavit (FIRPTA); and
(vi) Evidence of authority, bring-down certificate, and such documents as Title Company reasonably requires.

(c) Buyer Closing Deliveries. Buyer shall deliver the Purchase Price balance, executed counterparts of the above assignments, and evidence of authority.

3.6 Prorations; Closing Costs.

(a) Taxes for the current fiscal year, rents, utilities, and operating expenses shall be prorated as of 11:59 p.m. on the day preceding the Closing Date.
(b) Seller shall pay: (i) cost of deed preparation, (ii) documentary transfer tax, and (iii) continuation of the abstract or one-half of Title Commitment premium. Buyer shall pay: (i) recording costs, (ii) one-half of Title Commitment premium and full Owner’s Policy premium, and (iii) Survey costs. All other Closing costs shall be borne in accordance with local custom or as the Parties otherwise agree in writing.

4. REPRESENTATIONS & WARRANTIES

4.1 Seller’s Representations. Seller represents and warrants to Buyer, as of the Effective Date and as of Closing, that:

(a) Organization; Authority. Seller is duly organized, validly existing, and in good standing under the laws of the state of its organization and has full power to execute and perform this Agreement.
(b) Title. Seller owns good and marketable fee simple title to the Property, free and clear of all liens and encumbrances other than Permitted Exceptions.
(c) Compliance. To Seller’s Knowledge, the Property is in material compliance with all Applicable Laws, including zoning and land use regulations, building codes, and the Iowa Environmental Protection Act.
(d) Hazardous Materials. Except as disclosed in Schedule 2, Seller has not received written notice of any Release or threatened Release of Hazardous Materials on, under, or migrating from the Property in violation of Applicable Laws.
(e) Litigation. There is no pending or, to Seller’s Knowledge, threatened litigation, condemnation, or similar proceeding relating to the Property.
(f) Contracts. True, correct, and complete copies of all Contracts affecting the Property have been provided to Buyer, and each such Contract is in full force and effect with no material default.
(g) Foreign Investment. Seller is not a “foreign person” within the meaning of the Internal Revenue Code § 1445(f)(3).

4.2 Buyer’s Representations. Buyer represents and warrants to Seller that:

(a) Organization; Authority. Buyer is duly organized, validly existing, and in good standing under the laws of its state of organization and has full power to execute and perform this Agreement.
(b) Funds. Buyer has and will have at Closing sufficient immediately available funds to pay the Purchase Price and all other amounts due under this Agreement.
(c) No OFAC Violation. Buyer is not identified on the U.S. Treasury Department’s OFAC list or otherwise subject to embargo or sanctions.

4.3 Survival; Qualifications. Representations and warranties shall survive Closing for a period of [12–24] months (the “Survival Period”) and shall not merge with the Deed. Liability for breach shall be limited by §7.4 (Liability Cap).

5. COVENANTS & RESTRICTIONS

5.1 Seller Covenants. From the Effective Date through Closing, Seller shall:
(a) operate and maintain the Property in substantially the same manner as prior to the Effective Date;
(b) not enter into, modify, or terminate any lease, contract, or commitment affecting the Property that cannot be terminated on thirty (30) days or less notice, without Buyer’s prior written consent;
(c) maintain existing insurance coverages; and
(d) permit Buyer’s continued access for inspections.

5.2 Buyer Covenants. Buyer shall:
(a) keep all inspection results confidential (except disclosures required by law or to Buyer’s lenders, investors, or advisors who agree to confidentiality);
(b) indemnify Seller against mechanic’s liens and damage to the Property caused by Buyer or its agents; and
(c) timely cooperate in preparing Closing Documents.

6. DEFAULT & REMEDIES

6.1 Buyer Default. If Buyer fails to close in breach of this Agreement, Seller’s sole and exclusive remedy shall be to terminate this Agreement and receive the Deposit as liquidated damages, which the Parties agree constitutes fair compensation for Seller’s damages and is not a penalty. [// GUIDANCE: Replace with specific-performance remedy if commercially necessary.]

6.2 Seller Default. If Seller fails to close in breach of this Agreement, Buyer may elect, as its sole remedies, either:
(a) terminate this Agreement and receive (i) the prompt return of the Deposit, and (ii) reimbursement for Buyer’s actual third-party costs not to exceed [INSERT CAP]; or
(b) seek specific performance of Seller’s obligations, it being acknowledged that monetary damages would be inadequate.

6.3 Notice & Cure. Except for failure to close on the Scheduled Closing Date, no Party shall be deemed in default unless the non-defaulting Party delivers written notice specifying the nature of the breach and the defaulting Party fails to cure within five (5) Business Days (monetary) or ten (10) Business Days (non-monetary).

6.4 Attorneys’ Fees. The prevailing Party in any action or proceeding arising under this Agreement shall be entitled to reasonable attorneys’ fees and costs.

7. RISK ALLOCATION

7.1 Environmental Indemnity. Seller shall indemnify, defend, and hold harmless Buyer and its Indemnified Parties from and against any and all Losses arising out of (i) the presence, Release, or threatened Release of Hazardous Materials on or migrating from the Property originating prior to Closing, or (ii) Seller’s breach of environmental representations or covenants. The foregoing indemnity shall survive Closing for the Applicable Statute of Limitations plus one (1) year.

7.2 Buyer Indemnity. Buyer shall indemnify, defend, and hold harmless Seller and its Indemnified Parties from and against Losses arising out of (i) Buyer’s access to the Property prior to Closing, (ii) Hazardous Materials introduced by Buyer or its agents, or (iii) Buyer’s breach of this Agreement.

7.3 Insurance. Prior to entry, Buyer shall procure and maintain commercial general liability insurance with a minimum combined single limit of [$__] per occurrence, naming Seller as an additional insured.

7.4 Liability Cap. Except for (i) claims under §7.1 (Environmental Indemnity), (ii) willful misconduct or fraud, or (iii) obligations that expressly survive Closing without limitation, Seller’s aggregate liability shall not exceed [CAP AMOUNT OR % OF PURCHASE PRICE].

7.5 Force Majeure. Neither Party shall be liable for delays caused by acts of God, governmental actions, pandemic, war, or other events beyond the Party’s reasonable control, provided the affected Party gives prompt written notice and resumes performance as soon as feasible. Force Majeure shall not excuse Buyer’s obligation to deposit funds once they are due.

8. DISPUTE RESOLUTION

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

8.2 Forum Selection. The Parties consent to exclusive jurisdiction and venue in the [STATE DISTRICT COURT FOR ___ COUNTY, IOWA] for any action arising out of or relating to this Agreement.

8.3 Optional Arbitration. At either Party’s election, any dispute (other than equitable relief) shall be submitted to binding arbitration before a single arbitrator in accordance with the [American Arbitration Association Commercial Arbitration Rules]. Judgment upon the award may be entered in the courts specified in §8.2.

8.4 Jury Trial Waiver. [OPTIONAL] EACH PARTY HEREBY WAIVES TRIAL BY JURY IN ANY ACTION ARISING OUT OF THIS AGREEMENT.

8.5 Specific Performance. The Parties acknowledge that the Property is unique and that monetary damages may be inadequate. Accordingly, either Party shall be entitled to seek injunctive relief or specific performance to enforce this Agreement.

9. GENERAL PROVISIONS

9.1 Notices. All notices shall be in writing and deemed given upon (i) personal delivery, (ii) deposit with a nationally recognized overnight courier, or (iii) email transmission with confirmation, addressed to the Parties at the addresses set forth below their signatures (or such other address as a Party may designate).

9.2 Entire Agreement; Merger. This Agreement (including Exhibits and Schedules) constitutes the entire agreement between the Parties regarding the Property and supersedes all prior or contemporaneous oral or written agreements.

9.3 Amendments; Waivers. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both Parties.

9.4 Assignment. Buyer may not assign this Agreement without Seller’s prior written consent, except to an Affiliate or to a single-purpose entity formed by Buyer for the purpose of taking title to the Property, provided Buyer remains liable. Any other attempted assignment is void.

9.5 Successors and Assigns. Subject to §9.4, this Agreement binds and benefits the Parties and their respective successors and permitted assigns.

9.6 Severability. If any provision is held invalid, the remaining provisions shall remain in full force, provided the essential economic terms remain substantially as negotiated.

9.7 Counterparts; Electronic Signatures. This Agreement may be executed in multiple counterparts, each of which is deemed an original but all of which constitute one instrument. Signatures delivered by facsimile, PDF, or electronic signature platform (e.g., DocuSign) shall be deemed original and binding.

9.8 Time of Essence. Time is of the essence for every provision of this Agreement.

9.9 Interpretation. Headings are for convenience only and do not affect interpretation. “Including” means “including without limitation.”

10. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

SELLER:
[SELLER LEGAL NAME]
By: ____
Name: ____
Title: _________
Address for Notice:

Email: ____

BUYER:
[BUYER LEGAL NAME]
By: ____
Name: ____
Title: _________
Address for Notice:

Email: ____

[NOTARIZATION BLOCKS, if required by Iowa law, may be inserted here.]

11. EXHIBITS & SCHEDULES

• Exhibit A – Legal Description of the Property
• Exhibit B – Form of Deed
• Exhibit C – Bill of Sale
• Exhibit D – Assignment of Intangibles
• Exhibit E – Environmental Indemnity Agreement
• Schedule 1 – Definitions
• Schedule 2 – Environmental Disclosure Schedule
• Schedule 3 – List of Service Contracts

[// GUIDANCE: Attachments should be tailored to the transaction. Iowa practice often utilizes an updated abstract and Title Guaranty commitment in lieu of traditional title insurance. Confirm local custom with closing counsel.]

IMPORTANT IOWA-SPECIFIC NOTES

1. Groundwater Hazard Statement: Iowa Code § 558.69 requires a fully completed Groundwater Hazard Statement to accompany any deed presented for recording. Deliver it at Closing and file with the deed.
2. Transfer Tax: Iowa real estate transfer tax is computed under Iowa Code § 428A. The first $500 of consideration is exempt; calculate tax accordingly.
3. Zoning Confirmation: Many Iowa municipalities provide a zoning compliance letter upon request. Consider obtaining such letter during Due Diligence.
4. Electronic Recording: Iowa counties accept e-recording; verify technical specifications with the county recorder.

[// GUIDANCE: This template is designed for commercial transactions. Residential sales implicate the Iowa Residential Property Seller Disclosure Act and require different disclosures.]

END OF DOCUMENT