COMMERCIAL REAL ESTATE PURCHASE AND SALE AGREEMENT

(State of Idaho)

[// GUIDANCE: This template is intended for use in the purchase and sale of fee-simple commercial real estate located in Idaho. All bracketed items must be customized. Sections may be added, deleted, or reordered to fit the specific transaction.]

TABLE OF CONTENTS

I. Document Header and Recitals
II. Definitions
III. Operative Provisions
    A. Purchase and Sale
    B. Purchase Price and Payment Terms
    C. Conditions Precedent and Subsequent
IV. Representations and Warranties
V. Covenants and Restrictions
VI. Default and Remedies
VII. Risk Allocation
VIII. Dispute Resolution
IX. General Provisions
X. Execution Block

I. DOCUMENT HEADER AND RECITALS

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:

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

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

WHEREAS, Seller is the fee simple owner of certain real property located in the State of Idaho, commonly known as [PROPERTY ADDRESS] and more particularly described on Exhibit A attached hereto (the “Land”), together with all improvements thereon (the “Improvements”), all appurtenant rights, easements, and interests, and all fixtures, machinery, equipment, permits, licenses, and other property described herein (collectively, the “Property”); and

WHEREAS, Seller desires to sell and Buyer desires to purchase the Property on the terms and subject to the conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

II. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below. Defined terms include the singular and plural forms and the gender of each term shall be interchangeable as the context requires.

“Affiliate” – Any Person directly or indirectly controlling, controlled by, or under common control with a Party.

“Applicable Law” – All statutes, ordinances, rules, regulations, orders, and judicial decisions of any governmental authority having jurisdiction over the Property or the transactions contemplated herein, including without limitation the Idaho Code, applicable county and municipal codes, and federal environmental laws.

“Closing” – The consummation of the purchase and sale of the Property in accordance with Section III.D.

“Closing Date” – The date on which the Closing occurs, being [CLOSING DATE] or such other date as is mutually agreed in writing.

“Deposit” – The earnest money deposit described in Section III.B.1.

“Environmental Laws” – All Applicable Laws relating to pollution or protection of the environment, including without limitation laws governing the use, storage, treatment, transportation, release, or disposal of Hazardous Materials.

“Hazardous Materials” – Any substance that is or may be regulated under Environmental Laws, including without limitation petroleum, asbestos, polychlorinated biphenyls (PCBs), and lead-based paint.

“Permitted Exceptions” – Title exceptions approved or deemed approved by Buyer pursuant to Section III.C.2.

“Person” – Any individual, corporation, partnership, limited liability company, trust, governmental authority, or other entity.

“Purchase Price” – The total consideration for the Property set forth in Section III.B.

[Add additional defined terms alphabetically as needed.]

III. OPERATIVE PROVISIONS

A. Purchase and Sale

1. Agreement to Convey. Subject to the terms and conditions of this Agreement, Seller agrees to sell, assign, transfer, and convey to Buyer, and Buyer agrees to purchase from Seller, the Property, free and clear of all liens, claims, and encumbrances other than the Permitted Exceptions.
2. Included Property. The Property shall include:
   a. the Land;
   b. the Improvements;
   c. all right, title, and interest of Seller in and to all easements, rights-of-way, development rights, air rights, water and mineral rights appurtenant to or benefiting the Land;
   d. all appurtenant licenses, permits, approvals, certificates of occupancy, warranties, and guaranties to the extent transferable; and
   e. all personal property, fixtures, machinery, and equipment owned by Seller and located on or used exclusively in connection with the Land (collectively, the “Personal Property”), all as more particularly described on Exhibit B.

B. Purchase Price and Payment Terms

1. Purchase Price. The Purchase Price shall be [PURCHASE PRICE] U.S. Dollars, subject to prorations and adjustments at Closing as provided herein.
2. Deposit. Within two (2) business days after the Effective Date, Buyer shall deliver to [TITLE/ESCROW COMPANY] (“Escrow Agent”) the sum of [DEPOSIT AMOUNT] U.S. Dollars as an earnest money deposit, to be held in escrow pursuant to Exhibit C (the “Deposit”). The Deposit shall be:
   a. non-interest bearing; and
   b. credited to the Purchase Price at Closing or, if this Agreement terminates under circumstances providing for return of the Deposit to Buyer, returned to Buyer in accordance with this Agreement.
3. Balance of Purchase Price. The balance of the Purchase Price, as adjusted per Section III.B.4, shall be paid by Buyer at Closing by wire transfer of immediately available federal funds.
4. Prorations and Adjustments. Real estate taxes, assessments, rents (if any), utility charges, and other customary items shall be prorated as of 11:59 p.m. Mountain Time on the day immediately preceding the Closing Date, all as more fully set forth on Exhibit D.

[// GUIDANCE: Insert financing contingency provisions here if applicable.]

C. Conditions Precedent and Subsequent

1. Buyer’s Due Diligence Period.
   a. Duration. Buyer shall have until 11:59 p.m. Mountain Time on [DUE DILIGENCE EXPIRATION DATE] (the “Due Diligence Period”) to conduct its investigations of the Property.
   b. Access. Seller shall afford Buyer and its agents reasonable access to the Property and to all documents in Seller’s possession or control pertaining to the Property.
   c. Investigations. Buyer’s investigations may include, without limitation:
   i. a Phase I Environmental Site Assessment (and any recommended Phase II);
   ii. zoning and land-use review;
   iii. review of leases, service contracts, and permits;
   iv. physical inspections and surveys; and
   v. title and survey review pursuant to Section III.C.2.
   d. Termination During Due Diligence. Buyer may terminate this Agreement for any reason or no reason by written notice delivered to Seller on or before the expiration of the Due Diligence Period, whereupon the Deposit shall be returned to Buyer and neither Party shall have any further obligation except those that expressly survive termination.

2. Title and Survey Review.
   a. Title Commitment. Within five (5) business days after the Effective Date, Seller shall cause Escrow Agent to deliver to Buyer a current ALTA Commitment for Title Insurance (the “Commitment”) issued by a nationally recognized title insurer licensed in Idaho (the “Title Company”), together with legible copies of all exception documents referenced therein.
   b. Survey. Buyer may, at Buyer’s sole cost, procure an ALTA/NSPS Land Title Survey (the “Survey”).
   c. Objections. Buyer shall have until the later of (i) five (5) business days following receipt of both the Commitment and the Survey, or (ii) the expiration of the Due Diligence Period, to deliver to Seller written notice of title or survey objections (the “Title Objection Notice”).
   d. Cure. Seller shall have five (5) business days after receipt of the Title Objection Notice to elect in writing to cure any objections. If Seller fails or elects not to cure, Buyer may (i) waive such objections and proceed to Closing, or (ii) terminate this Agreement and receive the Deposit.
   e. Title Policy. At Closing, the Title Company shall issue to Buyer an ALTA Owner’s Policy of Title Insurance (the “Title Policy”) insuring fee simple title to the Land and Improvements, subject only to the Permitted Exceptions, in the amount of the Purchase Price.

3. Additional Conditions to Closing. The obligations of the Parties to close hereunder are subject to the satisfaction or written waiver of the following:
   a. Seller’s Conditions.
   i. Buyer’s performance in all material respects of its obligations hereunder on or before the Closing Date;
   ii. Buyer’s delivery of the Purchase Price; and
   iii. the accuracy of Buyer’s representations and warranties as of the Closing.
   b. Buyer’s Conditions.
   i. Seller’s performance in all material respects of its obligations hereunder on or before the Closing Date;
   ii. the accuracy in all material respects of Seller’s representations and warranties as of the Closing;
   iii. issuance of the Title Policy;
   iv. absence of any material adverse change with respect to the Property; and
   v. receipt of any third-party consents identified on Schedule 4(f).

4. Post-Closing Covenants as Conditions Subsequent. Any covenant expressly stated to survive Closing shall be a condition subsequent, the breach of which shall give rise to the remedies provided in Section VI.

D. Closing

1. Closing Mechanics. Closing shall occur through an escrow with Escrow Agent on the Closing Date. The Parties shall deliver to Escrow Agent all documents and funds required herein no later than 12:00 p.m. Mountain Time on the business day immediately preceding the Closing Date.
2. Seller Deliveries. At or prior to Closing, Seller shall deliver:
   a. Special Warranty Deed in recordable form (the “Deed”);
   b. Bill of Sale for Personal Property;
   c. Assignment and Assumption of Contracts and Permits;
   d. FIRPTA affidavit;
   e. Owner’s affidavit and gap indemnity required by Title Company; and
   f. such other instruments reasonably required by Escrow Agent.
3. Buyer Deliveries. At or prior to Closing, Buyer shall deliver:
   a. the balance of the Purchase Price;
   b. Assignment and Assumption of Contracts and Permits, countersigned; and
   c. such other instruments reasonably required by Escrow Agent.
4. Recordation and Funding. Upon satisfaction of the conditions described herein, Escrow Agent shall (i) record the Deed, and (ii) disburse all funds in accordance with the closing statement executed by the Parties.

IV. REPRESENTATIONS AND WARRANTIES

A. Seller’s Representations and Warranties

Seller hereby represents and warrants to Buyer as of the Effective Date and as of Closing that:

1. Organization and Authority. Seller is duly organized, validly existing, and in good standing under the laws of its state of organization and has full power and authority to enter into and perform this Agreement.
2. Enforceability. This Agreement constitutes a legal, valid, and binding obligation of Seller enforceable against Seller in accordance with its terms.
3. Title. Seller is the sole fee simple owner of the Property, free and clear of all liens and encumbrances other than those that will be discharged at or prior to Closing.
4. No Violation. The execution, delivery, and performance by Seller of this Agreement will not violate any judgment, order, or agreement to which Seller is a party.
5. Environmental Matters. To Seller’s knowledge, except as disclosed in Schedule 4(e):
   a. no Hazardous Materials have been released on, in, or under the Property in violation of Environmental Laws;
   b. Seller has received no written notice of any violation of Environmental Laws relating to the Property; and
   c. there are no underground storage tanks on the Property.
6. Zoning Compliance. To Seller’s knowledge, the current use of the Property complies in all material respects with Applicable Law, including zoning, land-use, building, and fire codes.
7. Litigation. There is no pending or, to Seller’s knowledge, threatened litigation or administrative proceeding affecting the Property.
8. Foreign Person. Seller is not a “foreign person” within the meaning of Section 1445 of the Internal Revenue Code and the regulations promulgated thereunder.

B. Buyer’s Representations and Warranties

Buyer hereby represents and warrants to Seller as of the Effective Date and as of Closing that:

1. Organization and Authority. Buyer is duly organized, validly existing, and in good standing under the laws of its state of organization and has full power and authority to enter into and perform this Agreement.
2. Enforceability. This Agreement constitutes a legal, valid, and binding obligation of Buyer enforceable against Buyer in accordance with its terms.
3. No Violation. The execution, delivery, and performance by Buyer of this Agreement will not violate any judgment, order, or agreement to which Buyer is a party.
4. Independent Investigation. Buyer is an experienced real estate investor and is acting on the basis of its own investigation and not in reliance on any representation of Seller not expressly set forth herein.

C. Survival; Limitation

All representations and warranties shall survive Closing for a period of [SURVIVAL PERIOD] months (the “Survival Period”). No claim for breach of any representation or warranty may be brought after the expiration of the Survival Period, except that claims noticed in writing before expiration shall survive until resolved.

V. COVENANTS AND RESTRICTIONS

1. Seller’s Interim Covenants. From the Effective Date until Closing or earlier termination:
   a. Seller shall operate and maintain the Property in substantially the same manner as prior to the Effective Date;
   b. Seller shall not create any lien or encumbrance on the Property other than Permitted Exceptions or those to be removed at Closing;
   c. Seller shall not modify, extend, or enter into any lease, service contract, or other agreement affecting the Property that will survive Closing without Buyer’s prior written consent; and
   d. Seller shall maintain existing insurance coverage on the Property.

2. Buyer’s Covenants. Buyer shall:
   a. indemnify Seller against claims arising from Buyer’s entry onto the Property during the Due Diligence Period, except to the extent caused by Seller’s negligence or willful misconduct;
   b. keep all non-public documents and information regarding the Property confidential; and
   c. if Buyer terminates this Agreement, restore the Property to substantially the same condition as before Buyer’s entry thereon.

3. Post-Closing Covenants. The Parties agree to execute and deliver such further documents and take such further actions as may be reasonably necessary to consummate the transactions contemplated herein.

VI. DEFAULT AND REMEDIES

1. Buyer Default. If Buyer fails to perform any covenant or obligation hereunder, and such failure continues for five (5) business days after written notice from Seller, then Seller may, as its sole and exclusive remedy, terminate this Agreement by written notice to Buyer and Escrow Agent, whereupon the Deposit shall be paid to Seller as liquidated damages.
   [// GUIDANCE: Liquidated damages are common for buyer default in real estate transactions. Delete or modify if the Parties intend to pursue specific performance against Buyer.]

2. Seller Default. If Seller fails to perform any covenant or obligation hereunder, and such failure continues for five (5) business days after written notice from Buyer, then Buyer may elect, as its sole remedies, either:
   a. terminate this Agreement and receive the return of the Deposit plus reimbursement of Buyer’s actual third-party costs not to exceed [CAP AMOUNT OR “__% OF PURCHASE PRICE”], or
   b. seek specific performance of Seller’s obligations (including conveyance of the Property).

3. Attorney Fees. In any action or proceeding arising out of this Agreement, the prevailing Party shall be entitled to recover its reasonable attorney fees and costs, including those incurred on appeal.

VII. RISK ALLOCATION

A. Environmental Indemnity

1. Seller Indemnity. Seller shall indemnify, defend, and hold Buyer and its Affiliates harmless from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorney fees) arising from or relating to:
   a. the presence or release of Hazardous Materials on, in, under, or about the Property prior to the Closing Date; or
   b. any violation of Environmental Laws relating to the Property arising from conditions existing prior to the Closing Date.
2. Buyer Indemnity. Buyer shall indemnify, defend, and hold Seller harmless from and against any and all losses, damages, liabilities, costs, and expenses arising from or relating to Hazardous Materials placed on the Property by Buyer or its agents after the Closing Date.
3. Survival. The environmental indemnities set forth in this Section VII.A shall survive Closing indefinitely.

B. Liability Caps

The aggregate liability of either Party for breaches of this Agreement (other than fraud, willful misconduct, or obligations under the environmental indemnities) shall not exceed [NEGOTIATED LIABILITY CAP — e.g., “10% of the Purchase Price”].

C. Insurance

Buyer shall obtain, at or prior to Closing, commercial general liability insurance with limits not less than [$_____] per occurrence, naming Seller as an additional insured until Closing. Seller shall maintain its existing policies until Closing.

D. Force Majeure

Neither Party shall be liable for failure to perform caused by events beyond its reasonable control, including acts of God, governmental actions, or natural disasters; provided, however, that this Section shall not excuse timely payment of money.

VIII. DISPUTE RESOLUTION

1. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Idaho, without regard to conflict of laws principles.
2. Forum Selection. The state courts of Ada County, Idaho, shall have exclusive jurisdiction over any action or proceeding arising out of or relating to this Agreement, subject to Section VIII.3 below.
3. Arbitration (Optional). [CHECK ONE:]
   ☐ The Parties agree that any dispute that cannot be resolved informally shall be submitted to binding arbitration administered by the American Arbitration Association in Boise, Idaho, in accordance with its Commercial Arbitration Rules.
   ☐ The Parties decline arbitration.
4. Jury Trial Waiver (Optional). [CHECK ONE:]
   ☐ Each Party hereby waives trial by jury in any action arising out of this Agreement.
   ☐ No jury waiver agreed.
5. Specific Performance and Injunctive Relief. The Parties acknowledge that the Property is unique and that monetary damages may be inadequate. Accordingly, each Party shall be entitled to seek specific performance or injunctive relief to enforce this Agreement without posting bond.

IX. GENERAL PROVISIONS

1. Notices. All notices shall be in writing and deemed given when delivered by (i) hand with signed receipt, (ii) nationally recognized overnight courier with signature required, or (iii) email with confirmation of delivery, to the addresses set forth below each Party’s signature block (or such other address as a Party may designate by notice).
2. Entire Agreement. This Agreement, together with all exhibits and schedules, constitutes the entire agreement between the Parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter hereof.
3. Amendment and Waiver. No amendment or waiver of any provision shall be effective unless in writing signed by both Parties. Any waiver shall be limited to the specific instance and purpose for which given.
4. Assignment. Buyer may not assign this Agreement without Seller’s prior written consent, except to an Affiliate or to an entity formed for the sole purpose of acquiring the Property. Any assignment shall not relieve Buyer of its obligations unless Seller expressly releases Buyer in writing.
5. Severability. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force, and the invalid provision shall be interpreted to best effectuate the Parties’ intent within legal limits.
6. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.
7. Counterparts; Electronic Signatures. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. Signatures exchanged by PDF, DocuSign, or similar electronic means shall be deemed originals for all purposes.
8. Further Assurances. Each Party shall execute and deliver all instruments and take all actions reasonably required to consummate the transactions contemplated herein.
9. Time of the Essence. Time is of the essence with respect to all dates and time periods set forth herein.
10. Interpretation. Headings are for convenience only and shall not affect interpretation. All references to “days” mean calendar days unless expressly stated otherwise.

X. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have executed this Commercial Real Estate Purchase and Sale Agreement as of the Effective Date.

SELLER:

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

STATE OF __
COUNTY OF __

This instrument was acknowledged before me on _, 20_ by _____ as _______ of [SELLER LEGAL NAME].

Notary Public
My commission expires: _______

BUYER:

[BUYER LEGAL NAME]
By: _____
Name: _____
Title: ____
Address: _____
Email: ______

STATE OF __
COUNTY OF __

This instrument was acknowledged before me on _, 20_ by _____ as _______ of [BUYER LEGAL NAME].

Notary Public
My commission expires: _______

EXHIBITS AND SCHEDULES

Exhibit A – Legal Description of Land
Exhibit B – Personal Property
Exhibit C – Escrow Instructions
Exhibit D – Proration Schedule
Schedule 4(e) – Environmental Disclosures
Schedule 4(f) – Required Third-Party Consents

[// GUIDANCE: Insert additional exhibits (e.g., form of deed, bill of sale, assignment) as needed based on transaction specifics.]