PURCHASE AND SALE AGREEMENT

(Commercial Real Estate – State of Maryland)

[// GUIDANCE: This template is intended for the acquisition of fee-simple commercial real estate located in Maryland. Tailor bracketed placeholders, select optional provisions, and attach appropriate exhibits prior to execution.]

TABLE OF CONTENTS

1. Document Header
2. Article 1. Definitions
3. Article 2. Purchase and Sale; Purchase Price; Deposit
4. Article 3. Title, Survey, and Zoning Compliance
5. Article 4. Due Diligence; Environmental Matters
6. Article 5. Representations and Warranties of Seller
7. Article 6. Representations and Warranties of Buyer
8. Article 7. Covenants of the Parties
9. Article 8. Conditions Precedent
10. Article 9. Closing; Deliveries
11. Article 10. Default; Remedies
12. Article 11. Risk Allocation
13. Article 12. Casualty and Condemnation
14. Article 13. Dispute Resolution
15. Article 14. Miscellaneous
16. Execution Block
17. Exhibits (List)

DOCUMENT HEADER

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of [EFFECTIVE DATE] (the “Effective Date”), by and between:

• [S​ELLER LEGAL NAME], a [STATE OF FORMATION] [entity type] (“Seller”); and
• [BUYER LEGAL NAME], a [STATE OF FORMATION] [entity type] (“Buyer”).

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

RECITALS

A. Seller is the fee-simple owner of that certain parcel of real property located at [PROPERTY ADDRESS] in the State of Maryland, as more particularly described on Exhibit A attached hereto (the “Land”), together with all buildings, improvements, fixtures, easements, hereditaments, development rights, air rights, mineral rights, and appurtenances thereto (collectively with the Land, the “Real Property”).

B. Seller desires to sell, and Buyer desires to purchase, the Property (as defined below) on the terms and subject to the conditions set forth in this Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1. DEFINITIONS

For purposes of this Agreement, the following capitalized terms shall have the meanings set forth below (alphabetically):

“ADA” – The Americans with Disabilities Act of 1990, as amended, and any state or local analogs.

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

“Agreement” – This Purchase and Sale Agreement, including all exhibits, schedules, and addenda, as amended.

“Closing” – The consummation of the transactions contemplated hereby, to occur on the Closing Date pursuant to Article 9.

“Closing Date” – [CLOSING DATE], or such other date as the Parties may mutually agree in writing.

“Deposit” – The earnest money deposit described in Section 2.2.

“Environmental Claim” – Any investigation, notice, violation, claim, action, suit, or other proceeding relating to Hazardous Substances or Environmental Laws.

“Environmental Laws” – All applicable federal, state, and local statutes, regulations, ordinances, and common-law duties relating to pollution, 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. (“CERCLA”).

“Hazardous Substances” – Any substances, materials, or wastes regulated, listed, or defined as hazardous or toxic under Environmental Laws, including petroleum and petroleum products.

“Indemnified Environmental Matters” – Defined in Section 11.1(a).

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

“Property” – Collectively, the Real Property, the Personal Property, the Leases, and the Intangible Property, each as defined herein.

“Title Company” – [TITLE COMPANY NAME], or such other nationally recognized title insurance company selected by Buyer.

[// GUIDANCE: Add additional defined terms as needed for your transaction.]

ARTICLE 2. PURCHASE AND SALE; PURCHASE PRICE; DEPOSIT

2.1 Purchase and Sale. Subject to the terms and conditions herein, Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, all right, title, and interest in and to the Property.

2.2 Purchase Price.
(a) The total purchase price (the “Purchase Price”) shall be [PURCHASE PRICE] U.S. Dollars, payable as follows:
 (i) Deposit. Within two (2) Business Days after the Effective Date, Buyer shall deposit with the Title Company the sum of [DEPOSIT AMOUNT] (the “Deposit”) by wire transfer of immediately available funds.
 (ii) Additional Deposit. [OPTIONAL – insert terms.]
 (iii) Balance. At Closing, Buyer shall pay the balance of the Purchase Price, adjusted per Article 9, by wire transfer of immediately available funds.

(b) Escrow. The Deposit shall be held in escrow by the Title Company in an interest-bearing account, and shall be applied or forfeited as set forth in this Agreement.

2.3 Allocation of Purchase Price. At least five (5) days before Closing, the Parties shall mutually agree on an allocation of the Purchase Price among land, improvements, and personal property in accordance with Section 1060 of the Internal Revenue Code.

2.4 Independent Consideration. A portion of the Deposit equal to One Hundred Dollars ($100) shall be non-refundable and deemed independent consideration for Seller’s performance hereunder.

ARTICLE 3. TITLE, SURVEY, AND ZONING COMPLIANCE

3.1 Title Commitment; Survey.
(a) Within five (5) Business Days after the Effective Date, Seller shall cause the Title Company to deliver to Buyer a current commitment for an owner’s title insurance policy (the “Title Commitment”) together with legible copies of all underlying title exceptions (collectively, the “Title Documents”).
(b) Buyer shall obtain, at Buyer’s expense, an ALTA/NSPS Land Title Survey of the Property (the “Survey”).

3.2 Title Review Period. Buyer shall have until 5:00 p.m. Eastern Time on [TITLE OBJECTION DEADLINE] (the “Title Review Period”) to deliver written notice to Seller of any objections to title or survey matters (each, a “Title Objection”).

3.3 Seller Cure; Deemed Acceptance.
(a) Seller shall have five (5) Business Days after receipt of a Title Objection to notify Buyer whether Seller elects to cure the same on or before Closing.
(b) If Seller fails or elects not to cure, Buyer may (i) terminate this Agreement and receive a refund of the Deposit (except the independent consideration), or (ii) waive the Title Objection and proceed to Closing, in which event such matter shall be a Permitted Exception.

3.4 Title Policy. At Closing, Buyer shall receive an ALTA owner’s title insurance policy issued by the Title Company in the amount of the Purchase Price, subject only to Permitted Exceptions.

3.5 Zoning Compliance. Seller shall, within the Due Diligence Materials (Section 4.1), deliver to Buyer copies of any zoning approvals, variances, or certificates of occupancy relating to the Property. Buyer shall be responsible for confirming that the Property’s current zoning classification and legal non-conforming status (if any) permit Buyer’s intended use.

ARTICLE 4. DUE DILIGENCE; ENVIRONMENTAL MATTERS

4.1 Due Diligence Materials. Within three (3) Business Days after the Effective Date, Seller shall deliver to Buyer, to the extent in Seller’s possession or control, the documents listed on Exhibit B (collectively, the “Due Diligence Materials”), including:
 (a) All existing environmental reports, Phase I or Phase II assessments, and remediation records;
 (b) Current real estate tax bills, utility invoices, and operating statements;
 (c) Copies of all Leases, contracts, service agreements, and warranties affecting the Property; and
 (d) Evidence of zoning compliance and certificates of occupancy.

4.2 Inspection Rights. From the Effective Date through [DUE DILIGENCE EXPIRATION DATE] (the “Due Diligence Period”), Buyer and its agents shall have reasonable access to the Property to conduct inspections, tests, and studies, including environmental assessments, at Buyer’s sole cost and risk, provided that:
 (a) Buyer provides at least one (1) Business Day’s prior written notice;
 (b) Buyer restores any disturbed areas to substantially original condition; and
 (c) Buyer maintains commercial general liability insurance naming Seller and Property manager as additional insureds.

4.3 Environmental Investigations. Buyer may commission a Phase I Environmental Site Assessment and, if recommended, a Phase II investigation. Seller shall cooperate with reasonable requests, including signing customary owner/occupant questionnaires.

4.4 Termination During Due Diligence. Buyer may terminate this Agreement for any reason or no reason by delivering written notice to Seller on or before the expiration of the Due Diligence Period. Upon such termination, the Deposit (less independent consideration) shall be returned to Buyer, and neither Party shall have further liability, except as expressly stated herein.

ARTICLE 5. REPRESENTATIONS AND WARRANTIES OF SELLER

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

5.1 Authority. Seller is duly organized, validly existing, and in good standing under the laws of its state of formation and has full power and authority to execute and perform this Agreement.

5.2 Title. Seller is the sole fee-simple owner of the Real Property, free and clear of all liens, claims, and encumbrances other than Permitted Exceptions.

5.3 No Foreign Person. Seller is not a “foreign person” within the meaning of Section 1445 of the Internal Revenue Code.

5.4 Compliance with Laws. To Seller’s Knowledge, Seller has received no written notice of violation of any applicable laws, ordinances, or regulations (including Environmental Laws and zoning ordinances) that has not been remedied.

5.5 Environmental Matters. Except as disclosed in the Due Diligence Materials, Seller has not received any written notice of Environmental Claims relating to the Property.

5.6 Litigation. There is no pending or, to Seller’s Knowledge, threatened litigation or governmental proceeding relating to the Property or Seller’s ability to consummate the transactions contemplated hereby.

5.7 Condemnation. Seller has received no written notice of any pending or contemplated condemnation or eminent domain proceedings affecting the Property.

5.8 Leases and Contracts. The schedules attached as Exhibit C set forth a true, correct, and complete list of all leases and material contracts affecting the Property.

5.9 FIRPTA, OFAC, and Anti-Terrorism. Seller is not listed on any Government-issued list of prohibited persons (including OFAC) and is not engaged in any transaction in violation of applicable anti-terrorism laws.

5.10 Survival; Limitations. Seller’s representations and warranties shall survive Closing for [SURVIVAL PERIOD] months, after which they shall automatically terminate except as to timely asserted claims.

[// GUIDANCE: Consider adding materiality and knowledge qualifiers where appropriate.]

ARTICLE 6. REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller that:

6.1 Authority. Buyer is duly organized, validly existing, and in good standing, and has full power and authority to execute and perform this Agreement.

6.2 Funds. Buyer has, and at Closing will have, sufficient cash, available credit facilities, or other immediately available funds to pay the Purchase Price and close as required herein.

6.3 No Prohibited Persons. Buyer is not a person or entity with whom U.S. persons are restricted from doing business under OFAC regulations or any similar laws.

6.4 Independent Evaluation. Buyer is an experienced and sophisticated purchaser of commercial real estate and has relied solely on its own investigations and those of its consultants in entering into this Agreement.

ARTICLE 7. COVENANTS OF THE PARTIES

7.1 Operation of Property. From the Effective Date through Closing, Seller shall:
 (a) Maintain the Property in substantially the same condition as of the Effective Date, reasonable wear and tear excepted;
 (b) Comply with all applicable laws, including Environmental Laws and zoning codes;
 (c) Not enter into, modify, or terminate any Lease or Service Contract without Buyer’s prior written consent (not to be unreasonably withheld, conditioned, or delayed); and
 (d) Promptly notify Buyer of any material change to the Property or Seller’s representations.

7.2 Estoppel Certificates. Seller shall use commercially reasonable efforts to obtain and deliver tenant estoppel certificates, dated not more than thirty (30) days prior to Closing, from tenants occupying at least [ESTOPPEL THRESHOLD]% of the rentable square footage of the Property, substantially in the form of Exhibit D.

7.3 Confidentiality. Prior to Closing, each Party shall keep this Agreement and all negotiations confidential, except as required by law or to its agents, lenders, investors, and attorneys under a duty of confidentiality.

ARTICLE 8. CONDITIONS PRECEDENT

8.1 Buyer’s Conditions Precedent. Buyer’s obligation to close is conditioned upon:
 (a) The truth of Seller’s representations and warranties in all material respects;
 (b) Seller’s performance of all obligations to be performed at or prior to Closing;
 (c) Title Company’s commitment to issue the Title Policy; and
 (d) Receipt of required estoppels per Section 7.2.

8.2 Seller’s Conditions Precedent. Seller’s obligation to close is conditioned upon:
 (a) The truth of Buyer’s representations and warranties in all material respects; and
 (b) Buyer’s performance of its obligations hereunder, including payment of the Purchase Price.

8.3 Failure of Conditions. If any condition is not satisfied or waived on or before Closing, the Party for whose benefit the condition exists may terminate this Agreement by written notice, whereupon the Deposit shall be handled as provided herein and the Parties shall be relieved of further liability (except those obligations that expressly survive termination).

ARTICLE 9. CLOSING; DELIVERIES

9.1 Closing Logistics. Closing shall occur on the Closing Date through an escrow with the Title Company.

9.2 Seller’s Closing Deliverables.
 (a) Special Warranty Deed in recordable form;
 (b) Bill of Sale for personal property;
 (c) Assignment and Assumption of Leases and Contracts;
 (d) FIRPTA affidavit;
 (e) Bring-down certificate reaffirming Seller’s representations;
 (f) Tenant estoppel certificates; and
 (g) Such other documents as Title Company may reasonably require.

9.3 Buyer’s Closing Deliverables.
 (a) Purchase Price balance;
 (b) Counterparts to documents listed in Section 9.2; and
 (c) Bring-down certificate reaffirming Buyer’s representations.

9.4 Prorations and Adjustments. Taxes, rents, operating expenses, and other income and expenses relating to the Property shall be prorated as of 11:59 p.m. on the day preceding the Closing Date, based on the actual number of days in the applicable period.

9.5 Closing Costs. Buyer shall pay the premium for the Title Policy (including any endorsements), recording charges, and one-half (½) of the escrow fee. Seller shall pay transfer and recordation taxes customarily allocated to sellers in Maryland and one-half (½) of the escrow fee. Each Party shall bear its own attorneys’ fees.

ARTICLE 10. DEFAULT; REMEDIES

10.1 Buyer Default. If Buyer defaults prior to Closing and fails to cure within five (5) Business Days after written notice, Seller’s sole and exclusive remedy shall be to terminate this Agreement and retain the Deposit as liquidated damages (and not as a penalty), whereupon the Parties shall have no further liability, except for those obligations that expressly survive termination.

10.2 Seller Default. If Seller defaults prior to Closing and fails to cure within five (5) Business Days after written notice, Buyer may elect either (i) to terminate this Agreement and receive a return of the Deposit plus reimbursement of documented, third-party expenses not to exceed [EXPENSE REIMBURSEMENT CAP], or (ii) to seek specific performance of this Agreement. The foregoing remedies are in addition to any injunctive relief expressly preserved in Section 13.5.

10.3 Attorney Fees. The prevailing Party in any action or proceeding arising under this Agreement shall be entitled to recover its reasonable attorney fees and costs.

ARTICLE 11. RISK ALLOCATION

11.1 Environmental Indemnity.
(a) Seller Indemnity. From and after Closing, Seller shall indemnify, defend, and hold Buyer harmless from and against any and all Environmental Claims arising from (i) the presence or release of Hazardous Substances on, under, or about the Property prior to Closing, or (ii) any violation of Environmental Laws attributable to Seller’s ownership or operation of the Property (collectively, the “Indemnified Environmental Matters”).
(b) Cap and Survival. Seller’s aggregate liability under this Section 11.1 shall not exceed [ENVIRONMENTAL INDEMNITY CAP] and shall survive for [ENVIRONMENTAL SURVIVAL PERIOD] years, except as to any claim asserted in writing prior to expiration.

11.2 General Indemnification. Each Party shall indemnify, defend, and hold the other harmless from claims arising from its breach of this Agreement or from acts or omissions occurring during its period of ownership.

11.3 Limitation of Liability. Except for fraud, willful misconduct, or the indemnities in Section 11.1, the aggregate liability of either Party under this Agreement shall not exceed [NEGOTIATED LIABILITY CAP] (the “Liability Cap”).

11.4 Insurance. Until Closing, Seller shall maintain all insurance currently in effect. Buyer shall obtain, effective no later than Closing, commercial general liability insurance covering the Property in commercially reasonable amounts.

11.5 Force Majeure. If either Party is delayed in performing any non-monetary obligation due to events beyond its reasonable control (including acts of God, governmental actions, epidemics, or civil unrest), the time for performance shall be extended for the period of such delay; provided, however, that lack of funds shall not constitute force majeure.

ARTICLE 12. CASUALTY AND CONDEMNATION

12.1 Casualty. If, prior to Closing, the Property is damaged by fire or other casualty:
 (a) Minor Casualty. If the cost of restoration is less than five percent (5%) of the Purchase Price and restoration can be completed within one hundred eighty (180) days, Buyer shall proceed to Closing and receive a credit for the deductible and any uninsured portion of the loss, plus an assignment of insurance proceeds.
 (b) Major Casualty. Otherwise, Buyer may elect to (i) terminate this Agreement and receive a return of the Deposit, or (ii) proceed to Closing with the credit and assignment described above.

12.2 Condemnation. If, prior to Closing, any material portion of the Property is taken or condemned, Buyer may terminate this Agreement and receive a return of the Deposit or proceed to Closing and receive an assignment of any condemnation award.

ARTICLE 13. DISPUTE RESOLUTION

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

13.2 Forum Selection. Subject to Section 13.3, any action arising out of or relating to this Agreement shall be instituted in the state courts of [COUNTY], Maryland (or, if jurisdictionally available, the United States District Court for the District of Maryland), and each Party irrevocably submits to the exclusive jurisdiction of such courts.

13.3 Optional Arbitration. [SELECT ONE – delete the non-applicable bracketed text prior to execution]
• [ARBITRATION ELECTED] All disputes shall be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules in [CITY], Maryland. Judgment on the award may be entered in any court of competent jurisdiction. Discovery shall be limited to that reasonably necessary for the prosecution or defense of the claim. The arbitrator shall have authority to grant specific performance and injunctive relief.
• [ARBITRATION NOT ELECTED] Section 13.2 shall control.

13.4 Jury Waiver. [OPTIONAL – Include if waived] EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF THIS AGREEMENT.

13.5 Injunctive Relief. Notwithstanding anything herein to the contrary, either Party may seek temporary, preliminary, or permanent injunctive relief or specific performance from any court of competent jurisdiction to compel performance of this Agreement.

ARTICLE 14. MISCELLANEOUS

14.1 Notices. All notices shall be in writing and delivered (i) by hand, (ii) by nationally recognized overnight courier, or (iii) by email with confirmed receipt, to the addresses set forth below (or such other addresses as may be designated by notice). Notices are deemed given upon receipt or refusal.

14.2 Entire Agreement. This Agreement, together with the exhibits and any written amendments, constitutes the entire agreement between the Parties and supersedes all prior understandings.

14.3 Amendments; Waivers. No amendment or waiver shall be effective unless in writing signed by the Party against whom enforcement is sought. No waiver of any breach shall be deemed a waiver of any other or subsequent breach.

14.4 Assignment. Buyer may not assign this Agreement without Seller’s prior written consent, except to an Affiliate controlled by or under common control with Buyer, provided Buyer remains liable hereunder.

14.5 Successors and Assigns. Subject to Section 14.4, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

14.6 Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder shall remain in full force and effect, and the invalid provision shall be reformed to the minimum extent necessary to render it enforceable.

14.7 Counterparts; Electronic Signatures. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which together constitute one instrument. Signature pages exchanged by PDF or electronic signature (e.g., DocuSign) shall be deemed originals.

14.8 No Third-Party Beneficiaries. Nothing herein is intended to confer any rights or remedies upon any Person other than the Parties.

14.9 Time of Essence. Time is of the essence with respect to all dates and deadlines set forth in this Agreement.

14.10 Interpretation. Article and section headings are for convenience only and shall not affect interpretation. The word “including” means “including without limitation.”

EXECUTION BLOCK

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

SELLER:
[S​ELLER LEGAL NAME]
By: _____
Name: [NAME]
Title: [TITLE]
Date: __

BUYER:
[BUYER LEGAL NAME]
By: _____
Name: [NAME]
Title: [TITLE]
Date: __

[OPTIONAL NOTARY/ WITNESS BLOCK – insert if required by lender or state practice]

EXHIBITS

Exhibit A – Legal Description of the Land
Exhibit B – Due Diligence Materials
Exhibit C – Schedule of Leases and Contracts
Exhibit D – Form of Tenant Estoppel Certificate
Exhibit E – Form of Assignment and Assumption of Leases and Contracts
[Additional exhibits as necessary]

[// GUIDANCE:
1. Confirm Maryland recordation and transfer tax allocations per latest statutes.
2. Attach a state-specific environmental indemnity form if required by lender or equity partners.
3. Adjust liability caps and survival periods to reflect deal negotiations.
4. Coordinate Title Company underwriting requirements with the representations herein.
5. Review zoning disclosures for specialized property types (e.g., medical, industrial).]