COMMERCIAL REAL ESTATE PURCHASE AND SALE AGREEMENT

(State of Minnesota)

[// GUIDANCE: This template is drafted for use in the State of Minnesota and incorporates key Minnesota‐specific real estate requirements. Bracketed items MUST be customized. Remove guidance comments prior to 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

Agreement Title: Commercial Real Estate Purchase and Sale Agreement (the “Agreement”)

Effective Date: [●] (“Effective Date”)

Seller: [SELLER LEGAL NAME], a [STATE] [ENTITY TYPE] (“Seller”)

Buyer: [BUYER LEGAL NAME], a [STATE] [ENTITY TYPE] (“Buyer”)

Property: The land, improvements, hereditaments, and appurtenances located at or commonly known as [PROPERTY ADDRESS / LEGAL DESCRIPTION] in the State of Minnesota (the “Property”).

Recitals

A. Seller is the fee simple owner of the Property.
B. Buyer desires to purchase and Seller desires to sell the Property on the terms and conditions set forth herein.
C. The parties intend this Agreement to satisfy the Minnesota Statute of Frauds and all other applicable Minnesota real estate laws.

NOW, THEREFORE, in consideration of the mutual covenants herein, the parties agree as follows:

II. DEFINITIONS

[// GUIDANCE: Define additional terms as needed. Keep alphabetical order.]

“Affiliate” – Any entity controlling, controlled by, or under common control with a party.

“Applicable Law” – All federal, state, and local laws, ordinances, regulations, orders, and court decisions applicable to the Property or the transactions contemplated herein, including, without limitation, all Minnesota real estate, environmental, and zoning statutes and regulations.

“Casualty” – Any damage or destruction to the Property by fire or other casualty after the Effective Date.

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

“Closing Date” – [●], or such other date agreed in writing by the parties.

“Deed” – The Warranty Deed (or other deed as mutually agreed) to be delivered by Seller at Closing conveying fee simple title to Buyer.

“Earnest Money” – The deposit described in Section III.B.

“Environmental Laws” – The Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq., the Resource Conservation and Recovery Act, and all comparable Minnesota environmental statutes, rules, regulations, and any amendments thereto.

“Hazardous Substance” – Any substance regulated under Environmental Laws.

“Title Company” – [TITLE COMPANY NAME], or any other nationally recognized title insurer acceptable to Buyer.

III. OPERATIVE PROVISIONS

A. Purchase and Sale
1. Seller agrees to sell, and Buyer agrees to purchase, the Property for the Purchase Price (as defined below) upon the terms of this Agreement.

B. Purchase Price; Earnest Money
1. Purchase Price. [WRITE DOLLAR AMOUNT] (the “Purchase Price”), payable as follows:
a. Earnest Money. Within one (1) Business Day after mutual execution, Buyer shall deposit [DOLLAR AMOUNT OR %] (the “Earnest Money”) with the Title Company, to be held in escrow pursuant to Section III.B.3.
b. Balance of Purchase Price. The balance shall be paid at Closing by wire transfer of immediately available funds.
2. Earnest Money Escrow. The Earnest Money shall be non-interest bearing and applied to the Purchase Price at Closing or disbursed as provided herein.

C. Due Diligence Period
1. Length. Buyer shall have [___] days after the Effective Date (the “Due Diligence Period”) to inspect the Property.
2. Access. Seller shall provide Buyer and Buyer’s consultants reasonable access to the Property and deliver copies of the documents listed on Schedule 1 (collectively, the “Due Diligence Materials”) within three (3) Business Days after the Effective Date.
3. Termination Right. Buyer may terminate this Agreement before expiration of the Due Diligence Period for any reason by written notice to Seller, in which case the Earnest Money shall be returned to Buyer and neither party shall have further liability (except those obligations expressly stated to survive).

D. Title and Survey
1. Title Commitment. Within five (5) Business Days after the Effective Date, Seller shall cause the Title Company to issue a preliminary title commitment (the “Commitment”) for an ALTA Owner’s Policy of Title Insurance in the amount of the Purchase Price, together with legible copies of all exceptions.
2. Buyer Objections. Buyer shall have until the earlier of (x) the expiration of the Due Diligence Period or (y) ten (10) Business Days after receipt of the Commitment and Survey (the “Objection Deadline”) to deliver written objections (“Title Objections”).
3. Seller’s Cure. Seller shall have five (5) Business Days after receipt of Title Objections to elect to cure. If Seller elects (or is deemed to elect) not to cure, Buyer may (i) terminate this Agreement before Closing and receive a refund of the Earnest Money or (ii) waive such uncured Title Objections.
4. Permitted Exceptions. All matters listed on Schedule 2 or subsequently waived by Buyer shall be “Permitted Exceptions.”
[// GUIDANCE: Incorporate Minnesota recording requirements in Deed.]

E. Zoning Compliance
Seller shall deliver a zoning report or compliance letter from the appropriate municipal authority confirming that the current zoning classification of the Property permits Buyer’s intended use. Seller represents in Section IV.1(i) that no zoning violations exist.

F. Environmental Inspection
1. Phase I ESA. Buyer may obtain a Phase I Environmental Site Assessment.
2. Invasive Testing. Invasive testing requires Seller’s prior written consent, not to be unreasonably withheld.

G. Conditions Precedent
The obligation of each party to close is conditioned upon:
a. Accuracy of representations and warranties as of Closing;
b. Performance of all covenants;
c. Absence of Material Adverse Change;
d. Issuance of the Title Policy subject only to Permitted Exceptions;
e. Receipt of any required third-party consents listed on Schedule 3.

H. Closing
1. Place and Manner. Closing shall occur on the Closing Date through an escrow with the Title Company.
2. Seller Closing Deliverables. Deed, FIRPTA affidavit, bill of sale, assignment of leases and contracts, certificate of non-foreign status, and other documents reasonably required by the Title Company.
3. Buyer Closing Deliverables. Purchase Price (less Earnest Money), assumption agreements for any contracts Buyer elects to assume, and customary closing affidavits.
4. Prorations and Closing Costs. (i) Real estate taxes shall be prorated as of 11:59 p.m. on the day preceding the Closing Date; (ii) Seller pays state deed tax; (iii) Buyer pays recording fees; (iv) each party pays its own attorneys’ fees.

IV. REPRESENTATIONS & WARRANTIES

1. Seller’s Representations. Seller represents and warrants to Buyer that, as of the Effective Date and again as of Closing:
   a. Authority. Seller is duly formed, in good standing, and has full authority to execute and deliver this Agreement.
   b. Title. Seller holds fee simple title to the Property free and clear of all liens other than Permitted Exceptions.
   c. Environmental. To Seller’s Knowledge, no Hazardous Substances are present on or under the Property in violation of Applicable Law; no notices of violation have been received from any Governmental Authority.
   d. Zoning. The Property is currently zoned [ZONING CLASSIFICATION] and Seller has received no written notice of zoning violations or pending rezoning.
   e. Litigation. No action, suit, or proceeding is pending or, to Seller’s Knowledge, threatened that would materially adversely affect the Property.
   f. Leases and Contracts. All leases, service contracts, and other agreements affecting the Property are listed on Schedule 4 and are in full force and effect.

2. Buyer’s Representations. Buyer represents and warrants to Seller that:
   a. Authority. Buyer is duly formed, in good standing, and has full authority to execute and perform this Agreement.
   b. Financial Capacity. Buyer has sufficient funds to timely close the transaction.

3. Survival. Seller’s representations and warranties shall survive Closing for [___] months, except those relating to environmental matters, which shall survive indefinitely.

[// GUIDANCE: Insert materiality and knowledge qualifiers as negotiated.]

V. COVENANTS & RESTRICTIONS

1. Conduct of Business. From the Effective Date until Closing, Seller shall:
   a. Operate and maintain the Property in substantially the same manner as before the Effective Date;
   b. Not enter into or amend any leases or service contracts without Buyer’s prior written consent;
   c. Maintain all existing insurance policies or comparable coverage.

2. Access & Cooperation. Seller shall cooperate with Buyer’s due diligence and provide reasonable access to the Property.

3. Notice of Events. Seller shall promptly notify Buyer of any litigation, governmental notice, casualty, or condemnation affecting the Property.

4. Post-Closing Covenants. Each party shall take such further actions and execute such documents as may be reasonably necessary to carry out the intent of this Agreement.

VI. DEFAULT & REMEDIES

1. Buyer Default. If Buyer fails to close in breach of this Agreement after satisfaction of its conditions precedent, Seller’s sole remedy shall be termination of this Agreement and receipt of the Earnest Money as liquidated damages, which the parties agree constitutes a reasonable estimate of Seller’s damages. [// GUIDANCE: Insert specific performance election if negotiated.]

2. Seller Default. If Seller fails to close, Buyer may either (a) terminate this Agreement and receive a refund of the Earnest Money plus reimbursement of actual third-party expenses not to exceed [$___], or (b) seek specific performance, it being acknowledged that the Property is unique.

3. Notice and Cure. Except for Buyer’s failure to timely close, neither party shall be deemed in default unless it fails to cure within five (5) Business Days after receipt of written notice.

4. Attorneys’ Fees. The prevailing party in any dispute arising under this Agreement shall be entitled to recover its reasonable attorneys’ fees and costs.

VII. RISK ALLOCATION

1. Indemnification – Environmental
   a. Seller Indemnity. Seller shall indemnify, defend, and hold Buyer harmless from and against any and all Losses arising from (i) any breach of Seller’s representations or covenants under Section IV.1(c) or Section V, or (ii) the presence, release, or migration of Hazardous Substances on or under the Property prior to Closing, except to the extent caused by Buyer.
   b. Buyer Indemnity. Buyer shall indemnify, defend, and hold Seller harmless from and against any Claims arising from Buyer’s entry onto the Property before Closing or Buyer’s operation of the Property after Closing.

2. Liability Cap. Except for (i) fraud, (ii) willful misconduct, and (iii) Seller’s environmental indemnity, Seller’s aggregate liability shall not exceed [ % of the Purchase Price / $] (the “Liability Cap”).

3. Insurance. Buyer shall obtain and maintain commercial general liability insurance in the amount of not less than [$___] per occurrence effective as of Closing.

4. Casualty and Condemnation. If, prior to Closing, (i) material damage or destruction occurs or (ii) any eminent domain proceeding is instituted against the Property, Buyer may terminate this Agreement and receive a refund of the Earnest Money or consummate the Closing and receive all insurance or condemnation proceeds, as applicable.

5. Force Majeure. Neither party shall be liable for failure to perform caused by events beyond its reasonable control (excluding monetary obligations), provided the affected party promptly notifies the other and resumes performance as soon as practicable.

VIII. DISPUTE RESOLUTION

1. Governing Law. This Agreement and any disputes arising hereunder shall be governed by the laws of the State of Minnesota, without regard to its conflict of law rules.

2. Forum Selection. The parties consent to exclusive jurisdiction and venue in the state courts located in [COUNTY], Minnesota.

3. Arbitration (Optional). [OPTIONAL—CHECK BOX ☐] If selected by both parties before Closing, any dispute shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules.

4. Jury Waiver (Optional). [OPTIONAL—CHECK BOX ☐] Each party waives its right to a trial by jury in any action arising out of this Agreement.

5. Injunctive Relief. Nothing in this Section shall prohibit a party from seeking specific performance or temporary or permanent injunctive relief in any court of competent jurisdiction.

IX. GENERAL PROVISIONS

1. Notices. All notices shall be in writing and deemed given when (a) delivered personally, (b) sent by nationally recognized overnight courier, or (c) transmitted by electronic mail with confirmation of delivery, to the addresses set forth below (or such other address as a party may designate in writing).

2. Assignment. Buyer may not assign this Agreement without Seller’s prior written consent, except to an Affiliate or an entity formed to acquire the Property, provided Buyer remains liable. Seller may not assign without Buyer’s consent.

3. Amendment and Waiver. Any amendment or waiver must be in writing signed by the party to be bound.

4. Entire Agreement; Merger. This Agreement (including all Schedules and Exhibits) constitutes the entire agreement between the parties and supersedes all prior understandings.

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 effectuate the parties’ intent.

6. Successors and Assigns. This Agreement shall bind and benefit the parties and their respective successors and permitted assigns.

7. Counterparts; Electronic Signatures. This Agreement may be executed in counterparts and delivered electronically (PDF or DocuSign®), each of which shall be deemed an original and all together one instrument.

8. Time of the Essence. Time is of the essence for all dates and deadlines herein.

X. EXECUTION BLOCK

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

[// GUIDANCE: Minnesota does not mandate notarization of a purchase agreement, but the Deed delivered at Closing must be notarized for recording. If the parties desire additional formality, add acknowledgment blocks here.]

Schedule 1 – Due Diligence Materials

[List: leases, service contracts, operating statements, environmental reports, surveys, building plans, permits, warranties, etc.]

Schedule 2 – Permitted Exceptions

[List any easements, covenants, taxes for current year not yet due and payable, etc.]

Schedule 3 – Required Consents

[List lender consents, HOA approvals, municipal approvals, etc.]

Schedule 4 – Leases and Contracts

[Attach rent roll and copies/abstracts of all service agreements]