IMPORTANT LEGAL NOTICE
This document is provided for informational purposes only and does not constitute legal advice nor create an attorney–client relationship.
Practitioners must review, revise, and tailor this template to the specific transaction, confirm all statutory and regulatory citations, and ensure compliance with current Kansas and federal law before use.

COMMERCIAL REAL ESTATE PURCHASE AND SALE AGREEMENT

(Kansas – [COUNTY] County)

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

1. DOCUMENT HEADER

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] [ENTITY TYPE] (“Seller”), and [BUYER LEGAL NAME], a [STATE OF ORGANIZATION] [ENTITY TYPE] (“Buyer”). Seller and Buyer are each a “Party” and collectively the “Parties.”

1.1 Recitals

A. Seller is the fee simple owner of certain real property located in [MUNICIPALITY], [COUNTY] County, Kansas, commonly known as [PROPERTY ADDRESS], and more particularly described in Exhibit A attached hereto (the “Property”).
B. Seller desires to sell, and Buyer desires to purchase, the Property on the terms and conditions set forth herein.
C. In consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the sufficiency of which is acknowledged, the Parties agree as follows:

2. DEFINITIONS

[// GUIDANCE: Use definitions consistently; reference defined terms with initial capitals.]

“Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with such Person.

“Applicable Environmental Laws” means all federal, state, and local laws, statutes, regulations, ordinances, and common-law duties relating to pollution or protection of human health or the environment, including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. §§ 9601 et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et seq.; the Kansas Environmental, Air Quality, and Waste statutes, and their implementing regulations.

“Business Day” means any day other than Saturday, Sunday, or a day on which banks in the State of Kansas are authorized or required to close.

“Closing” has the meaning set forth in Section 3.4.

“Closing Date” has the meaning set forth in Section 3.4.

“Closing Documents” means the documents to be executed and delivered at Closing pursuant to Section 3.6.

“Deposit” has the meaning set forth in Section 3.2.

“Due Diligence Period” has the meaning set forth in Section 3.3.

“Environmental Claim” means any claim, action, investigation, order, or notice of potential liability arising under Applicable Environmental Laws.

“Escrow Agent” means [TITLE COMPANY / ESCROW AGENT NAME].

“Governmental Authority” means any federal, state, county, municipal, or other governmental or quasi-governmental authority, department, court, commission, board, bureau, agency, or instrumentality.

“Indemnified Party” and “Indemnifying Party” have the meanings set forth in Section 7.2.

“Permitted Exceptions” has the meaning set forth in Section 3.1(c).

“Purchase Price” has the meaning set forth in Section 3.1(a).

“Title Commitment” has the meaning set forth in Section 3.1(b).

“Title Company” means [TITLE COMPANY NAME], duly licensed to issue policies of title insurance in the State of Kansas.

3. OPERATIVE PROVISIONS

3.1 Purchase and Sale; Consideration

(a) Seller agrees to sell, and Buyer agrees to purchase, the Property for [PURCHASE PRICE IN WORDS] United States Dollars (US $ [FIGURES]) (the “Purchase Price”), subject to adjustments and prorations described herein.

(b) Within [X] Business Days following the Effective Date, Seller shall cause the Title Company to deliver to Buyer a current ALTA commitment to issue an owner’s policy of title insurance (the “Title Commitment”), together with legible copies of all underlying title documents.

(c) Buyer shall have [X] days after receipt of the Title Commitment to object in writing to any exceptions other than standard pre-printed exceptions (collectively, the “Permitted Exceptions”). Seller shall have [Y] days to cure any valid objections. Failure to timely cure shall allow Buyer to either (i) waive such objection and proceed to Closing, or (ii) terminate this Agreement and receive a refund of the Deposit as Buyer’s sole remedy.

3.2 Deposit

(a) Concurrently with execution of this Agreement, Buyer shall deliver to Escrow Agent the sum of US $ [DEPOSIT AMOUNT] (the “Deposit”) by wire transfer of immediately available funds.
(b) The Deposit shall be applied to the Purchase Price at Closing, or disbursed in accordance with Section 6 upon default or termination.

3.3 Due Diligence

(a) Buyer shall have [DUE DILIGENCE PERIOD] days after the Effective Date (the “Due Diligence Period”) to perform, at Buyer’s sole cost, any inspections, investigations, environmental assessments, zoning and land-use verifications, and feasibility studies Buyer deems necessary.
(b) Buyer may, in its sole discretion, terminate this Agreement by written notice to Seller on or before the expiration of the Due Diligence Period, whereupon the Deposit shall be refunded to Buyer and neither Party shall have further liability, except for those obligations expressly stated to survive termination.

3.4 Closing

The consummation of the transaction (the “Closing”) shall occur on [CLOSING DATE] (the “Closing Date”) at the offices of the Escrow Agent, or by remote exchange of documents and funds.

3.5 Prorations and Closing Adjustments

Taxes, assessments, rents, and operating expenses shall be prorated as of 11:59 p.m. local time on the day preceding the Closing Date, utilizing the latest available tax bill and actual figures where ascertainable.

3.6 Closing Deliverables

(a) Seller Deliverables:
1. Special Warranty Deed in recordable form conveying good and marketable fee simple title, subject only to Permitted Exceptions;
2. Bill of Sale, Assignment, and Conveyance of any personal property and intangibles;
3. FIRPTA affidavit;
4. Kansas Real Estate Sales Validation Questionnaire;
5. Evidence of authority and organizational consents;
6. [OTHER].

(b) Buyer Deliverables:
1. Purchase Price (less Deposit) by wire transfer;
2. Organizational consents and closing certificates;
3. [OTHER].

(c) Mutual Deliverables:
1. Closing statement;
2. Environmental Indemnity Agreement (if separate);
3. [OTHER].

4. REPRESENTATIONS & WARRANTIES

4.1 Seller’s Representations and Warranties

Seller hereby represents and warrants to Buyer that:
(a) Organization and Authority. Seller is a duly formed and validly existing [ENTITY TYPE] in good standing under the laws of its state of formation, with full power to enter into and perform this Agreement.
(b) Title. Seller holds good and marketable fee simple title to the Property, free and clear of all liens except Permitted Exceptions.
(c) No Conflicts. The execution and performance of this Agreement will not violate any agreement to which Seller is a party.
(d) Compliance with Laws. To Seller’s Knowledge, the Property is in material compliance with all zoning, building, accessibility, and land-use laws of applicable Governmental Authorities.
(e) Environmental. Except as disclosed in Schedule 4.1(e), Seller has received no written notice of any Environmental Claim relating to the Property.
(f) Litigation. There is no pending or, to Seller’s Knowledge, threatened litigation or condemnation affecting the Property.
(g) Foreign Person. Seller is not a “foreign person” within the meaning of Section 1445 of the Internal Revenue Code.

[// GUIDANCE: Insert additional reps (leases, service contracts, mechanics’ liens) as warranted.]

4.2 Buyer’s Representations and Warranties

(a) Organization and Authority. Buyer is duly formed and validly existing under the laws of its state of formation with capacity to enter into this Agreement.
(b) Funds. Buyer has, and will have at Closing, sufficient funds to consummate the transaction.
(c) No Conflicts. The execution and performance of this Agreement will not violate any agreement to which Buyer is a party.

4.3 Survival

Seller’s and Buyer’s representations and warranties shall survive Closing for a period of [SURVIVAL PERIOD] months, except for representations expressly stated to survive for longer periods.

5. COVENANTS & RESTRICTIONS

5.1 Seller’s Covenants

(a) Operations. From the Effective Date through Closing, Seller shall operate and maintain the Property in substantially the same manner as prior thereto and shall not enter into any new lease or service contract without Buyer’s prior written consent (not to be unreasonably withheld).
(b) Access. Seller shall grant Buyer and its agents reasonable access to the Property during the Due Diligence Period, subject to customary conditions.
(c) Notification. Seller shall promptly notify Buyer of any litigation, condemnation, or material change in the condition of the Property.

5.2 Buyer’s Covenants

(a) Restoration. If Buyer or its agents disturb or damage the Property during inspections, Buyer shall promptly restore the Property to substantially its prior condition.
(b) Confidentiality. Buyer shall keep all non-public information regarding the Property confidential, except as required by law or to its lenders, advisors, or investors bound by similar confidentiality obligations.

6. DEFAULT & REMEDIES

6.1 Buyer Default

If Buyer fails to perform its obligations and such failure is not cured within [X] days after written notice from Seller, Seller may terminate this Agreement and retain the Deposit as liquidated damages, which the Parties agree is a reasonable pre-estimate of Seller’s damages and not a penalty.

6.2 Seller Default

If Seller fails to perform its obligations and such failure is not cured within [X] days after written notice from Buyer, Buyer may either (a) terminate this Agreement and receive a refund of the Deposit plus documented out-of-pocket costs not to exceed US $ [CAP], or (b) seek specific performance of this Agreement.

[// GUIDANCE: The metadata requires specific performance; monetary damages in addition may be added if desired.]

6.3 Attorneys’ Fees

The prevailing Party in any action to enforce this Agreement shall be entitled to recover its reasonable attorneys’ fees and costs.

7. RISK ALLOCATION

7.1 Insurance

Seller shall maintain property insurance through the Closing Date. Buyer shall obtain insurance effective as of Closing.

7.2 Environmental Indemnity

(a) Seller Indemnity. Seller shall indemnify, defend, and hold Buyer and its Affiliates harmless from any Losses arising from (i) the presence of Hazardous Materials on, at, or under the Property prior to Closing, or (ii) any breach of Seller’s environmental representations.
(b) Buyer Indemnity. Buyer shall indemnify, defend, and hold Seller harmless from any Losses arising from Buyer’s Activities during the Due Diligence Period or from Hazardous Materials introduced to the Property by Buyer after Closing.
(c) Procedure. The indemnified Party (“Indemnified Party”) shall promptly notify the indemnifying Party (“Indemnifying Party”) of any claim, provide reasonable cooperation, and allow the Indemnifying Party to control the defense, subject to the Indemnified Party’s right to participate at its own expense.

7.3 Limitation of Liability

[LIABILITY CAPS: Insert mutually negotiated dollar cap or carve-outs for fraud, willful misconduct, and environmental matters.]

7.4 Force Majeure

Neither Party shall be liable for delays caused by events beyond its reasonable control (other than financial inability), including acts of God, governmental actions, or pandemics, provided the affected Party gives written notice within [X] days and uses commercially reasonable efforts to resume performance.

8. DISPUTE RESOLUTION

8.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Kansas, without regard to its conflict-of-laws rules.

8.2 Forum Selection

Any legal action arising out of or relating to this Agreement shall be brought exclusively in the state courts of competent jurisdiction located in [COUNTY] County, Kansas (and, if applicable, the corresponding federal courts).

8.3 Arbitration (Optional)

[OPTIONAL CLAUSE – DELETE IF NOT ELECTED]
At either Party’s election, any dispute shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall be conducted in [CITY], Kansas by one arbitrator knowledgeable in commercial real estate. Judgment on the award may be entered in any court of competent jurisdiction.

8.4 Jury Trial Waiver (Optional)

[OPTIONAL CLAUSE – DELETE IF NOT ELECTED]
EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.

8.5 Specific Performance

The Parties acknowledge that the Property is unique and that monetary damages may be inadequate. Accordingly, in addition to any other remedies, either Party shall be entitled to seek specific performance.

9. GENERAL PROVISIONS

9.1 Notices

All notices shall be in writing and deemed given upon (a) delivery by hand with signed receipt, (b) reputable overnight courier with signature required, or (c) email transmission with confirmation of receipt, addressed as follows (or to such other address as a Party may designate by notice):

Seller: [ADDRESS] | Email: [EMAIL]
Buyer: [ADDRESS] | Email: [EMAIL]

9.2 Amendments; Waivers

No amendment, modification, or waiver shall be effective unless in writing and signed by the Party against whom enforcement is sought.

9.3 Assignment

Neither Party may assign this Agreement without the prior written consent of the other, except that Buyer may assign to an Affiliate or acquisition vehicle controlled by Buyer, provided Buyer remains liable.

9.4 Successors and Assigns

Subject to Section 9.3, this Agreement shall bind and benefit the Parties and their respective successors and permitted assigns.

9.5 Severability

If any provision is held invalid, the remaining provisions shall remain in full force, and the invalid provision shall be reformed to the minimum extent necessary to achieve the Parties’ intent.

9.6 Integration

This Agreement (including all exhibits and schedules) constitutes the entire agreement between the Parties and supersedes all prior understandings.

9.7 Counterparts; Electronic Signatures

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. Signatures delivered electronically (e.g., via DocuSign or PDF) shall be deemed originals and fully enforceable.

9.8 Further Assurances

Each Party shall execute and deliver such additional documents as may be reasonably required to carry out the intent of this Agreement.

10. EXECUTION BLOCK

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

[NOTARY BLOCKS – Customize per Kansas notarization requirements]

EXHIBIT A

Legal Description of the Property

(Attach full metes-and-bounds or recorded plat description.)

EXHIBIT B

Schedule of Leases, Service Contracts, and Permits

EXHIBIT C

Environmental Indemnity Agreement
(If drafted as a standalone document; otherwise Section 7 governs.)

[// GUIDANCE:
1. Verify Kansas Mortgage Registration requirements if Buyer intends to finance.
2. Confirm Kansas statutory deed form (K.S.A. 58-2202 et seq.).
3. Record the deed with the county register of deeds and file sales validation (K.S.A. 79-1437c).
4. Adjust escrow procedures for any 1031 exchange if applicable.]