COMMERCIAL REAL ESTATE

PURCHASE AND SALE AGREEMENT

(State of Mississippi)

[// GUIDANCE: This template is intentionally comprehensive. Delete any bracketed guidance before finalizing. All bracketed placeholders MUST be completed, verified, and harmonized prior to execution.]

TABLE OF CONTENTS

1. Definitions...............................................................2
2. Purchase and Sale........................................................6
3. Purchase Price; Deposit; Payment Terms....................................7
4. Due Diligence Period......................................................8
5. Title and Survey Matters..................................................9
6. Environmental Matters....................................................11
7. Zoning and Land-Use Compliance...........................................13
8. Conditions Precedent.....................................................14
9. Closing..................................................................15
10. Representations and Warranties..........................................17
11. Covenants...............................................................20
12. Casualty and Condemnation...............................................22
13. Default; Notice; Cure; Remedies.........................................23
14. Risk Allocation; Indemnification; Insurance.............................26
15. Dispute Resolution......................................................29
16. General Provisions......................................................31
17. Execution and Acknowledgment............................................35

I. DOCUMENT HEADER

THIS COMMERCIAL REAL ESTATE PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of the ___ day of _, 20 (the “Effective Date”), by and between:

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

Seller and Buyer are sometimes referred to in this Agreement 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 in the County of [COUNTY], State of Mississippi, more particularly described in Exhibit A attached hereto, together with all improvements, easements, hereditaments, development rights, and appurtenances related thereto (collectively, the “Property”).

B. Seller desires to sell, and Buyer desires to purchase, the Property upon the terms and subject to the conditions set forth herein.

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

II. DEFINITIONS SECTION

For purposes of this Agreement, the following capitalized terms shall have the meanings set forth below. Any term not defined below but defined elsewhere herein shall have the meaning so ascribed.

“Affiliate” means, with respect to any entity, any other entity that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with such entity.

“Applicable Law” means all laws, statutes, ordinances, regulations, codes, rules, orders, and requirements of any governmental authority with jurisdiction over the Property or the transactions contemplated herein, including, without limitation, the Mississippi Code Annotated, the rules of the Mississippi Department of Environmental Quality (“MDEQ”), and all zoning and land-use regulations of the [COUNTY] County Planning Commission.

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

“Closing” has the meaning assigned in Section 9.1.

“Closing Date” means the date on which the Closing actually occurs, which shall be on or before [CLOSING DATE] unless extended in accordance with this Agreement.

“Contract Rate” means a per-annum rate equal to the lesser of (a) ___% and (b) the maximum lawful rate under Applicable Law.

“Deposit” has the meaning assigned in Section 3.2.

“Due Diligence Period” has the meaning assigned in Section 4.1.

“Environmental Laws” means all federal, state (including without limitation the Mississippi Solid Waste Disposal Law, Miss. Code Ann. §§ 17-17-1 et seq.), and local laws, statutes, regulations, rules, ordinances, orders, and directives relating to pollution, protection of the environment, Hazardous Substances, or occupational health and safety.

“Environmental Indemnity” has the meaning assigned in Section 14.2.

“Escrow Agent” means [TITLE COMPANY / LAW FIRM], having its principal office at [ADDRESS], or such other escrow agent mutually acceptable to the Parties.

“Hazardous Substance” means any substance, material, or waste defined, listed, or regulated as hazardous or toxic, or otherwise subject to regulation, under any Environmental Law, including, without limitation, petroleum and petroleum-based products.

“Indemnified Party” and “Indemnifying Party” have the meanings assigned in Section 14.1.

“Inspection Materials” has the meaning assigned in Section 4.3(b).

“Liability Cap” has the meaning assigned in Section 14.5.

“Permitted Exceptions” has the meaning assigned in Section 5.4.

“Purchase Price” has the meaning assigned in Section 3.1.

“Specific Performance Right” has the meaning assigned in Section 13.4(a).

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

“Title Commitment” has the meaning assigned in Section 5.1.

Other capitalized terms are defined in the body of this Agreement as they first appear.

III. OPERATIVE PROVISIONS

Section 2. Purchase and Sale

2.1 Agreement to Convey. Subject to the terms and conditions herein, Seller shall sell to Buyer, and Buyer shall purchase from Seller, all of Seller’s right, title, and interest in and to the Property.
2.2 Included Assets. The sale includes, without limitation:
(a) All buildings, structures, fixtures, and other improvements located on the Land;
(b) All easements, rights-of-way, tenements, hereditaments, and appurtenances belonging or pertaining to the Land;
(c) All transferable licenses, permits, approvals, warranties, and guaranties relating to the Property; and
(d) The Personal Property (if any) described in Exhibit B.

Section 3. Purchase Price; Deposit; Payment Terms

3.1 Purchase Price. The total purchase price (the “Purchase Price”) for the Property shall be $[PURCHASE PRICE] payable as follows:
(a) Initial Deposit: $[AMOUNT] (the “Deposit”), to be delivered to Escrow Agent on or before [NUMBER] Business Days after the Effective Date and held in accordance with Section 3.2;
(b) Balance of Purchase Price: The balance of the Purchase Price, as adjusted by the prorations and credits described herein, shall be paid by wire transfer of immediately available federal funds at Closing.

3.2 Deposit Terms.
(a) The Deposit shall be held by Escrow Agent in an interest-bearing account (interest to follow principal). Upon expiration of the Due Diligence Period without termination by Buyer, the Deposit shall become non-refundable to Buyer except as expressly provided herein and shall be credited to the Purchase Price at Closing.
(b) If Buyer timely terminates this Agreement pursuant to any express termination right herein, the Deposit shall be returned to Buyer.

3.3 Financing Contingency. [// GUIDANCE: Delete if no financing contingency.] Buyer’s obligation to close is conditioned upon Buyer obtaining a loan in the principal amount of $[AMOUNT] on terms not materially less favorable than those set forth in the loan term sheet attached as Exhibit C within [___] days after the Effective Date. Buyer shall use commercially reasonable efforts to obtain such financing.

Section 4. Due Diligence Period

4.1 Duration. Buyer shall have a period commencing on the Effective Date and ending at 5:00 p.m. Central Time on the [NUMBER]th (___th) day thereafter (the “Due Diligence Period”) to conduct its inspections and feasibility studies.
4.2 Right of Entry. Subject to at least [24] hours’ prior notice and Seller’s reasonable security requirements, Buyer and its agents may enter upon the Property to perform inspections, surveys, Phase I environmental assessments, and other tests.
4.3 Inspection Materials.
(a) Seller shall, within three (3) Business Days after the Effective Date, deliver to Buyer copies of all material documents in Seller’s possession or control relating to the Property, including without limitation (i) prior title policies, (ii) environmental reports, (iii) leases, (iv) service contracts, (v) tax bills, and (vi) zoning correspondence (collectively, the “Inspection Materials”).
(b) Buyer shall maintain the confidentiality of the Inspection Materials in accordance with Section 16.10.

4.4 Buyer Termination Right. Buyer may terminate this Agreement by written notice to Seller at any time prior to expiration of the Due Diligence Period for any reason or no reason, whereupon the Deposit shall be returned to Buyer, and neither Party shall have any further obligation except as expressly stated to survive termination.

Section 5. Title and Survey Matters

5.1 Title Commitment. Within five (5) Business Days after the Effective Date, Seller shall cause the Title Company to issue to Buyer a commitment for an owner’s policy of title insurance (the “Title Commitment”) together with legible copies of all matters referenced as exceptions (collectively, the “Underlying Documents”).
5.2 Survey. Buyer may, at its option and expense, obtain an ALTA/NSPS Land Title Survey of the Property (the “Survey”) certified to Buyer, Seller, Title Company, and Buyer’s lender (if any).
5.3 Title Objections. Buyer shall have until the later of (a) expiration of the Due Diligence Period or (b) ten (10) Business Days after Buyer’s receipt of the last of the Title Commitment, Underlying Documents, and Survey to deliver written notice of defects (“Title Objections”).
5.4 Permitted Exceptions. Matters approved or deemed approved by Buyer, and matters cured or insured over by the Title Company to Buyer’s reasonable satisfaction, shall be “Permitted Exceptions.”
5.5 Seller Cure. Seller shall have five (5) Business Days after receipt of Buyer’s Title Objections to advise Buyer whether Seller elects to cure. Seller shall be obligated to cure (i) monetary liens created by Seller, (ii) mechanics’ liens, and (iii) delinquent taxes. For all other objections, Seller’s obligation to cure shall be at Seller’s sole discretion.
5.6 Failure to Cure. If Seller elects not to cure a Title Objection, Buyer may (a) waive such objection and proceed to Closing with a credit equal to the undisputed cost to cure, or (b) terminate this Agreement, in which event the Deposit shall be returned to Buyer.

Section 6. Environmental Matters

6.1 Buyer’s Right to Conduct Phase I/II. Buyer may obtain, at Buyer’s sole cost, a Phase I Environmental Site Assessment, and, if recommended by the Phase I, a Phase II assessment.
6.2 Seller Environmental Representation. Seller represents and warrants to Buyer that, to Seller’s Knowledge, and except as disclosed in Schedule 6.2:
(a) Seller has not received written notice of any violation of Environmental Laws relating to the Property that remains uncured;
(b) No Hazardous Substance is present in, on, or under the Property in violation of Environmental Laws; and
(c) Seller has not generated, stored, treated, or disposed of Hazardous Substances at or from the Property in violation of Environmental Laws.
6.3 Post-Closing Environmental Indemnity. Seller shall provide, and shall cause any guarantor reasonably acceptable to Buyer to provide, an environmental indemnity in the form attached hereto as Exhibit D (the “Environmental Indemnity”), which shall survive Closing for a period of [___] years, subject to the Liability Cap.

Section 7. Zoning and Land-Use Compliance

7.1 Zoning Representation. Seller represents that, to Seller’s Knowledge, the Property is currently zoned “[ZONING CLASSIFICATION]” and that Buyer’s intended use as [DESCRIBE USE] is a permitted use or a use permitted upon issuance of a conditional use permit.
7.2 Buyer’s Zoning Contingency. Buyer’s obligation to close is conditioned upon Buyer’s receipt, on or before the end of the Due Diligence Period, of written confirmation from [COUNTY] County or other applicable authority that the Property may be used for [INTENDED USE] without the need for a zoning change or variance (other than as specified in Schedule 7.2). If such confirmation is not received, Buyer may terminate this Agreement and receive a refund of the Deposit.

Section 8. Conditions Precedent

8.1 Buyer’s Conditions. Buyer’s obligation to close is subject to satisfaction or waiver of the following:
(a) Accuracy of Seller’s representations and warranties as of Closing;
(b) Performance by Seller of all obligations due at or before Closing;
(c) Issuance by Title Company at Closing of an owner’s policy insuring Buyer’s fee simple title, subject only to Permitted Exceptions and otherwise acceptable to Buyer;
(d) Receipt of all third-party consents listed on Schedule 8.1(d); and
(e) No material adverse change in the condition of the Property between the Effective Date and Closing.
8.2 Seller’s Conditions. Seller’s obligation to close is subject to satisfaction or waiver of the following:
(a) Accuracy of Buyer’s representations and warranties as of Closing;
(b) Buyer’s delivery of the Purchase Price and all closing deliverables; and
(c) Receipt of all required approvals from Seller’s equity holders or board of directors, if applicable.

Section 9. Closing

9.1 Time and Place. The consummation of the transactions contemplated hereby (“Closing”) shall occur on the Closing Date through an escrow closing with Escrow Agent, or at such other time and place as the Parties may mutually agree in writing.
9.2 Seller’s Closing Deliveries. At Closing, Seller shall deliver:
(a) Limited or Special Warranty Deed (or Warranty Deed, as negotiated) in recordable form;
(b) Bill of Sale for Personal Property (if any);
(c) Assignment of Intangible Property;
(d) FIRPTA Affidavit pursuant to 26 U.S.C. § 1445;
(e) Settlement Statement;
(f) Closing Certificate reaffirming Seller’s representations;
(g) Environmental Indemnity duly executed;
(h) Evidence of authority and incumbency; and
(i) Any other documents reasonably required by the Title Company.
9.3 Buyer’s Closing Deliveries. Buyer shall deliver:
(a) Purchase Price (less Deposit, plus/less prorations);
(b) Settlement Statement;
(c) Closing Certificate reaffirming Buyer’s representations;
(d) Environmental Indemnity duly executed; and
(e) Evidence of authority and incumbency.
9.4 Closing Costs and Prorations.
(a) Seller shall pay: (i) the premium for a standard owner’s policy of title insurance, (ii) one-half of Escrow Agent’s fees, (iii) transfer taxes and documentary stamps, and (iv) the cost of curing title defects Seller is obligated to cure.
(b) Buyer shall pay: (i) Survey costs, (ii) the incremental cost of any extended title coverage or endorsements, (iii) recording fees, (iv) one-half of Escrow Agent’s fees, and (v) Buyer’s financing costs.
(c) Taxes, rents, utilities, and operating expenses shall be prorated as of 11:59 p.m. on the day preceding the Closing Date, based on the most recent available information.

IV. REPRESENTATIONS & WARRANTIES

10.1 Seller’s Representations and Warranties. Seller hereby represents and warrants to Buyer, as of the Effective Date and as of Closing:

(a) Organization and Authority. Seller is duly organized, validly existing, and in good standing under the laws of its state of formation and is authorized to conduct business in Mississippi. Seller has full power and authority to execute and deliver this Agreement and consummate the transactions contemplated herein.
(b) Enforceability. This Agreement constitutes the valid and binding obligation of Seller, enforceable against Seller in accordance with its terms.
(c) Title. Seller holds fee simple title to the Property, free and clear of liens other than Permitted Exceptions.
(d) No Litigation. Except as listed on Schedule 10.1(d), Seller has received no written notice of any claim, suit, arbitration, or administrative proceeding relating to the Property.
(e) Compliance with Laws. Except as disclosed in Schedule 10.1(e), Seller has not received written notice that the Property is in material violation of Applicable Law.
(f) Environmental. The representations in Section 6.2 remain true and correct.
(g) Foreign Person. Seller is not a “foreign person” within the meaning of 26 U.S.C. § 1445.

10.2 Buyer’s Representations and Warranties. Buyer represents and warrants to Seller:

(a) Organization and Authority. Buyer is duly organized, validly existing, and in good standing under the laws of its state of formation and is authorized to conduct business in Mississippi.
(b) Enforceability. This Agreement constitutes the valid and binding obligation of Buyer, enforceable in accordance with its terms.
(c) Funds. Buyer has, and at Closing will have, sufficient funds to pay the Purchase Price and perform its obligations hereunder.
(d) OFAC. Buyer is not the subject of any sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department.

10.3 Survival; Limitations. Seller’s and Buyer’s representations and warranties shall survive Closing for a period of [___] months, after which they shall automatically expire except as to claims timely asserted in writing prior to such expiration.

V. COVENANTS & RESTRICTIONS

11.1 Seller’s Pre-Closing Covenants. From the Effective Date through Closing:
(a) Operation of Property. Seller shall operate and maintain the Property in substantially the same manner as prior to the Effective Date, reasonable wear and tear excepted.
(b) New Contracts. Seller shall not enter into any new lease, service contract, or other agreement affecting the Property that cannot be canceled on not more than thirty (30) days’ notice without Buyer’s prior written consent.
(c) Notice of Change. Seller shall promptly notify Buyer of any material adverse change in the condition of the Property or any information that would make Seller’s representations untrue.

11.2 Buyer’s Pre-Closing Covenants. Buyer shall:
(a) Conduct Inspections Safely. Ensure that any entry onto the Property is conducted in compliance with all safety laws and in a manner that does not unreasonably disturb tenants or occupants.
(b) Restoration. Repair any damage caused by Buyer’s inspections, returning the Property to substantially its prior condition, reasonable wear excepted.
(c) Indemnity. Indemnify Seller for any mechanic’s liens arising from Buyer’s inspection activities.

11.3 Post-Closing Covenants. Any covenants expressly stated to survive Closing shall do so for the period stated.

VI. DEFAULT & REMEDIES

12.1 Events of Default.
(a) Seller Default. Seller fails to perform any covenant, obligation, or agreement herein and such failure is not cured within five (5) Business Days after written notice (ten (10) Business Days for non-monetary defaults).
(b) Buyer Default. Buyer fails to perform any covenant, obligation, or agreement herein (including payment of the Purchase Price) and such failure is not cured within five (5) Business Days after written notice (ten (10) Business Days for non-monetary defaults).

12.2 Remedies for Seller Default. If Seller commits an uncured default, Buyer may elect any of the following as Buyer’s sole and exclusive remedies:
(i) Terminate this Agreement and receive the prompt return of the Deposit, together with reimbursement of Buyer’s out-of-pocket third-party costs not to exceed $[CAP]; or
(ii) Seek specific performance of Seller’s obligations (the “Specific Performance Right”) provided Buyer files suit within ninety (90) days after the scheduled Closing Date; or
(iii) Pursue any other remedy expressly stated herein that survives termination.

12.3 Remedies for Buyer Default. If Buyer commits an uncured default, Seller may terminate this Agreement and retain the Deposit as liquidated damages (and not as a penalty), the Parties acknowledging the difficulty of ascertaining Seller’s actual damages. [OPTIONAL – brackets]: In lieu of liquidated damages, Seller may elect to seek specific performance.

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

VII. RISK ALLOCATION

13.1 Indemnification.
(a) Indemnification by Seller. Subject to the Liability Cap, Seller shall indemnify, defend, and hold harmless Buyer and its Affiliates (“Buyer Indemnitees”) from and against any and all losses arising out of: (i) any inaccuracy in Seller’s representations or breach of Seller’s covenants, (ii) claims relating to pre-Closing ownership or operation of the Property, and (iii) any matters covered by the Environmental Indemnity.
(b) Indemnification by Buyer. Buyer shall indemnify, defend, and hold harmless Seller and its Affiliates (“Seller Indemnitees”) from and against any and all losses arising out of (i) any inaccuracy in Buyer’s representations or breach of Buyer’s covenants, and (ii) post-Closing ownership or operation of the Property.

13.2 Environmental Indemnity. The Environmental Indemnity shall provide for indemnification without regard to fault, subject only to any defenses available under Miss. Code Ann. § 49-17-43 and comparable statutes.

13.3 Insurance. Buyer shall, as of Closing, maintain commercial general liability insurance with limits of not less than $[LIMIT] per occurrence and shall name Seller as an additional insured for a period of [___] years post-Closing.

13.4 Limitation of Liability. Except for (i) fraud, (ii) willful misconduct, or (iii) liabilities covered by the Environmental Indemnity, each Party’s aggregate liability under this Agreement shall not exceed $[LIABILITY CAP] (the “Liability Cap”).

13.5 Force Majeure. Neither Party shall be liable for failure to perform any obligation (other than payment of money) to the extent such failure is caused by acts of God, war, terrorism, epidemic, governmental action, or other events beyond the reasonable control of such Party; provided, however, that the affected Party shall promptly notify the other and use commercially reasonable efforts to mitigate the impact.

VIII. DISPUTE RESOLUTION

14.1 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Mississippi, without regard to conflicts-of-laws principles.

14.2 Forum Selection. Each Party irrevocably submits to the exclusive jurisdiction of the state courts of competent jurisdiction sitting in [COUNTY] County, Mississippi (the “State Courts”) for any dispute arising out of or relating to this Agreement, except as provided in Section 14.4.

14.3 Jury Waiver. [OPTIONAL] EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY.

14.4 Arbitration. [OPTIONAL] Any dispute not resolved within thirty (30) days after notice by one Party to the other may, upon mutual written agreement, be submitted to binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The seat of arbitration shall be Jackson, Mississippi.

14.5 Injunctive Relief. Notwithstanding Section 14.4, either Party may seek temporary or permanent injunctive relief, including specific performance, in the State Courts to prevent irreparable harm.

IX. GENERAL PROVISIONS

15.1 Notices. All notices, demands, and communications hereunder shall be in writing and deemed given (a) on the date of delivery if delivered personally or by nationally recognized overnight courier, or (b) on the date of transmission if sent by email with confirmation of delivery, to the addresses set forth below (or such other addresses as either Party may designate by notice):
Seller:
[NAME / ADDRESS / EMAIL]
Buyer:
[NAME / ADDRESS / EMAIL]

15.2 Assignment. Buyer may not assign this Agreement without Seller’s prior written consent, except that Buyer may assign to an Affiliate controlled by Buyer without such consent, provided Buyer remains liable hereunder.

15.3 Amendment; Waiver. No amendment or waiver shall be effective unless in writing and signed by the Party against whom enforcement is sought. No failure or delay in exercising any right shall operate as a waiver thereof.

15.4 Merger; Integration. This Agreement, together with the Exhibits and Schedules, constitutes the entire agreement between the Parties and supersedes all prior understandings.

15.5 Severability. If any provision is declared invalid, the remaining provisions shall remain in full force, and the invalid provision shall be interpreted to achieve the original intent to the maximum extent allowed by law.

15.6 Successors and Assigns. Subject to Section 15.2, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

15.7 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 electronic transmission (e.g., PDF, DocuSign) shall be deemed originals.

15.8 Confidentiality. The terms of this Agreement and the Inspection Materials shall be held confidential by the Parties, except as disclosure is required by law or reasonably necessary to consummate the transactions contemplated herein.

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

15.10 Further Assurances. Each Party shall execute and deliver such further documents and take such further actions as may reasonably be required to carry out the intent and purpose of this Agreement.

X. EXECUTION BLOCK

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

SELLER:
[SELLER’S LEGAL NAME]
By: _____
Name: _____
Title: _____
Date: _______

BUYER:
[BUYER’S LEGAL NAME]
By: _____
Name: _____
Title: _____
Date: _______

[// GUIDANCE: Mississippi does not generally require witnesses for deeds or purchase agreements, but many title companies prefer notarization of the deed itself. Confirm county-specific recording requirements.]

NOTARY ACKNOWLEDGMENT – SELLER

State of __
County of __

This instrument was acknowledged before me on ___, 20_, by ____, as ___ of [SELLER’S LEGAL NAME], on behalf of said entity.

Notary Public
My Commission Expires: _______

NOTARY ACKNOWLEDGMENT – BUYER

State of __
County of __

This instrument was acknowledged before me on ___, 20_, by ____, as ___ of [BUYER’S LEGAL NAME], on behalf of said entity.

Notary Public
My Commission Expires: _______

EXHIBITS AND SCHEDULES

Exhibit A – Legal Description of the Property
Exhibit B – Personal Property
Exhibit C – Loan Term Sheet (If Applicable)
Exhibit D – Form of Environmental Indemnity

Schedule 6.2 – Environmental Disclosures
Schedule 7.2 – Zoning Contingencies
Schedule 8.1(d) – Required Third-Party Consents
Schedule 10.1(d) – Pending Litigation
Schedule 10.1(e) – Compliance Notices

[// GUIDANCE: End of template. Confirm that all cross-references, section numbers, and defined terms remain accurate after any edits.]