PURCHASE AND SALE AGREEMENT

(Commercial Real Estate – State of Montana)

[// GUIDANCE: This template is designed for fee-simple transfers of improved or unimproved commercial real property located in the State of Montana. Bracketed text denotes customizable fields. Delete all guidance comments before circulating a final draft.]

TABLE OF CONTENTS

1. Document Header & Recitals
2. Definitions
3. Operative Provisions
   3.1 Purchase and Sale
   3.2 Purchase Price; Deposit; Payment Mechanics
   3.3 Title and Survey Matters
   3.4 Due Diligence; Zoning & Environmental Review
   3.5 Closing; Deliverables; Recording
   3.6 Conditions Precedent
4. Representations & Warranties
5. Covenants & Restrictions
6. Default; Notice; Remedies
7. Risk Allocation
   7.1 Indemnification (Environmental)
   7.2 Limitation of Liability; Caps
   7.3 Insurance Requirements
   7.4 Force Majeure
8. Dispute Resolution
9. General Provisions
10. Execution Block

1. DOCUMENT HEADER & RECITALS

This Purchase and Sale Agreement (this “Agreement”) is made and entered into as of [EFFECTIVE DATE] (the “Effective Date”), by and between:

• [Sellers’ Full Legal Name], a [STATE OF ORGANIZATION & ENTITY TYPE] (“Seller”); and
• [Buyers’ Full Legal Name], a [STATE OF ORGANIZATION & ENTITY TYPE] (“Buyer”).

WHEREAS, Seller is the lawful owner of certain real property commonly known as [STREET ADDRESS] located in the County of [COUNTY], State of Montana, together with all improvements, rights, privileges, easements, fixtures, and appurtenances thereto, as more particularly described in Exhibit A (collectively, the “Property”);

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

2. DEFINITIONS

For purposes of this Agreement, the following capitalized terms shall have the meanings set forth below. Terms defined in the singular include the plural and vice-versa. Cross-references are to Sections of this Agreement unless otherwise indicated.

“Affiliate” – Any person or entity controlling, controlled by, or under common control with the specified party.
“Agreement” – This Purchase and Sale Agreement, together with all exhibits, schedules, and amendments.
“Applicable Law” – Any constitution, statute, ordinance, rule, regulation, order, or decree of any governmental authority having jurisdiction over the Property or a party, including, without limitation, all environmental and zoning laws of the State of Montana and applicable federal laws such as the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.
“Closing” – The consummation of the transaction contemplated herein, occurring on the Closing Date.
“Closing Date” – [CLOSING DATE], or such other date as the parties may mutually agree in writing.
“Deposit” – The earnest money deposit described in Section 3.2(b).
“Due Diligence Period” – The period commencing on the Effective Date and expiring at 5:00 p.m. Mountain Time on [DATE — e.g., 30–60 days after Effective Date].
“Environmental Law” – Any Applicable Law governing the protection of the environment, human health, or natural resources.
“Escrow Agent” – [NAME OF TITLE COMPANY OR ESCROW HOLDER], acting pursuant to the escrow instructions referenced in Section 3.2.
“Permitted Exceptions” – Those exceptions to title set forth in Section 3.3(d).
“Purchase Price” – The total consideration for the Property, as set forth in Section 3.2(a).
“Specific Performance” – The injunctive remedy described in Section 6.3(b).
“Title Commitment” – The commitment for an owner’s policy of title insurance issued by the Title Company.
“Title Company” – [TITLE COMPANY NAME], duly licensed in the State of Montana.

[// GUIDANCE: Add or delete defined terms as the complexity of the transaction requires.]

3. OPERATIVE PROVISIONS

3.1 Purchase and Sale

Subject to the terms and conditions of this Agreement, Seller agrees to sell, and Buyer agrees to purchase, all of Seller’s right, title, and interest in and to the Property for the Purchase Price.

3.2 Purchase Price; Deposit; Payment Mechanics

a. Purchase Price. The purchase price (the “Purchase Price”) shall be $[AMOUNT].
b. Deposit. Within [3] Business Days after the Effective Date, Buyer shall deposit $[DEPOSIT AMOUNT] (the “Deposit”) in immediately available funds with Escrow Agent. The Deposit shall be non-refundable to Buyer except as expressly provided herein and shall be credited against the Purchase Price at Closing.
c. Balance of Purchase Price. On the Closing Date, Buyer shall deliver to Escrow Agent the balance of the Purchase Price, plus or minus prorations and adjustments, in immediately available funds.
d. Escrow Instructions. The parties shall execute joint written escrow instructions consistent with this Agreement. In the event of a conflict between the instructions and this Agreement, this Agreement shall control.

3.3 Title and Survey Matters

a. Title Commitment & Survey. Within [5] Business Days after the Effective Date, Seller shall cause Title Company to issue a Title Commitment, together with legible copies of all referenced documents, and shall deliver to Buyer the most recent ALTA/NSPS survey (or commission a new survey at Buyer’s expense if none exists).
b. Buyer’s Objections. Buyer shall have until the later of (i) the expiration of the Due Diligence Period or (ii) [10] Business Days after receipt of the last of the Title Commitment, underlying documents, and survey to deliver written notice of objections to any title matters (each, a “Title Objection”).
c. Seller’s Cure. Seller shall have [10] Business Days after receipt of Buyer’s Title Objections to elect in writing whether to cure the same on or before Closing. Seller’s failure to respond shall be deemed an election not to cure.
d. Permitted Exceptions. All matters (i) listed on Schedule 1 attached hereto, (ii) constituting standard pre-printed exceptions on the Owner’s Policy that the Title Company will affirmatively insure over, or (iii) not timely objected to or that Seller elects (or is deemed to elect) not to cure shall be deemed “Permitted Exceptions.”
e. Montana Title Requirements. Seller shall deliver a duly executed Warranty Deed in recordable form compliant with the Montana Code Annotated, together with any Montana Realty Transfer Certificate or other form required for recording.

3.4 Due Diligence; Zoning & Environmental Review

a. Access. During the Due Diligence Period, Buyer and its agents shall have reasonable access to the Property, subject to 24-hour prior notice to Seller, to conduct inspections, tests (including Phase I and, if warranted, Phase II environmental assessments), and studies.
b. Zoning Compliance. Buyer’s inspections may include a zoning and land-use evaluation to confirm that the Property is zoned [CURRENT ZONING DESIGNATION] and that Buyer’s intended use is permitted thereunder. Seller shall cooperate in obtaining zoning compliance letters or confirmations from the local authority.
c. Environmental Reports. Buyer shall provide Seller with copies of any environmental reports obtained; provided, however, such reports shall be for Seller’s information only and without representation or warranty by Buyer.
d. Termination Right. Buyer may terminate this Agreement for any reason or no reason by written notice delivered to Seller and Escrow Agent on or before the expiration of the Due Diligence Period, in which event this Agreement shall be of no further force or effect and the Deposit shall be returned to Buyer.

3.5 Closing; Deliverables; Recording

a. Closing Date. The Closing shall occur on the Closing Date at the offices of the Escrow Agent, or remotely via escrow closing.
b. Seller’s Deliveries. At Closing, Seller shall deliver:

i. Warranty Deed (recordable form, Montana-specific);
ii. Bill of Sale for any personal property;
iii. Assignment of [Leases / Contracts], if any;
iv. Non-foreign person affidavit (IRC § 1445);
v. Montana Realty Transfer Certificate;
vi. Certified resolutions or organizational consents authorizing the transaction; and
vii. Such additional documents as Title Company may reasonably require.

c. Buyer’s Deliveries. At Closing, Buyer shall deliver:

i. Purchase Price balance;
ii. Assumption agreements for Leases/Contracts;
iii. Certified resolutions or consents; and
iv. Such additional documents as Title Company may reasonably require.

d. Recording & Disbursement. Upon satisfaction of all Closing conditions, Title Company shall (i) record the Warranty Deed, (ii) issue to Buyer an ALTA Owner’s Policy of Title Insurance in the amount of the Purchase Price, subject only to Permitted Exceptions, and (iii) disburse the Purchase Price to Seller.

3.6 Conditions Precedent

The obligations of each party to close are conditioned upon:

a. Accuracy of Representations and Warranties as of Closing;
b. Performance of Covenants;
c. Absence of any law, order, or litigation restraining or prohibiting the transaction; and
d. Delivery of the items described in Section 3.5.

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 returned to Buyer (unless the failure is due to Buyer’s default).

4. REPRESENTATIONS & WARRANTIES

4.1 Seller’s Representations & Warranties

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

a. Organization & Authority. Seller is duly organized, validly existing, and in good standing under the laws of its state of organization and has all requisite power to enter into and perform this Agreement.
b. Title. Seller is the sole fee simple owner of the Property, free and clear of liens other than Permitted Exceptions.
c. No Conflicts. Execution and performance do not violate any agreement or Applicable Law.
d. Compliance with Laws. To Seller’s Knowledge, the Property is in material compliance with all Applicable Laws, including building, zoning, and environmental laws.
e. Environmental. To Seller’s Knowledge, (i) no Hazardous Materials (other than customary quantities) are present in, on, or about the Property in violation of Environmental Law, and (ii) Seller has received no written notice of any environmental claim.
f. Litigation. No pending or, to Seller’s Knowledge, threatened litigation, condemnation, or administrative proceeding materially affecting the Property.
g. Leases & Contracts. All leases and service contracts affecting the Property are listed in Schedule 2 and are in full force and effect.
h. Foreign Person. Seller is not a “foreign person” within the meaning of IRC § 1445.

[// GUIDANCE: “Knowledge” may be defined more precisely or replaced with “Actual Knowledge of [Named Individuals]” for greater certainty.]

4.2 Buyer’s Representations & Warranties

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

a. Organization & Authority. Buyer is duly organized and in good standing and possesses full power to enter into and perform this Agreement.
b. No Conflicts. Execution and performance do not violate any agreement or Applicable Law.
c. Funds. Buyer has, or will have at Closing, sufficient cash or financing to pay the Purchase Price and consummate the transaction.
d. Sophisticated Investor. Buyer is experienced in the acquisition and ownership of commercial real estate and has relied solely on its own investigation.

4.3 Survival; Limitations

All representations and warranties shall survive Closing for a period of [SURVIVAL PERIOD, e.g., 12 months], after which they shall terminate, except for claims asserted in writing prior to such date.

5. COVENANTS & RESTRICTIONS

5.1 Seller’s Covenants (Pre-Closing)

Until Closing or earlier termination:

a. Operation. Seller shall operate and maintain the Property in substantially the same manner as prior to the Effective Date.
b. No New Encumbrances. Seller shall not create any lien or encumbrance that will not be discharged at Closing without Buyer’s prior written consent.
c. Lease/Contract Changes. Seller shall not enter into, modify, or terminate any lease or contract affecting the Property without Buyer’s prior written consent (not to be unreasonably withheld).
d. Access & Cooperation. Seller shall provide Buyer and its consultants reasonable access to the Property and cooperate in Buyer’s due diligence efforts.

5.2 Buyer’s Covenants

a. Inspection Indemnity. Buyer shall indemnify Seller against claims arising from Buyer’s inspections, excluding pre-existing conditions discovered thereby.
b. Confidentiality. Buyer shall keep confidential all non-public information obtained from Seller, except as required by law or to Buyer’s advisors.

6. DEFAULT; NOTICE; REMEDIES

6.1 Events of Default

a. Buyer Default. Buyer’s failure to (i) deposit the Deposit, (ii) tender the balance of the Purchase Price at Closing, or (iii) perform any material covenant, which failure is not cured within [5] Business Days after written notice.
b. Seller Default. Seller’s failure to (i) convey title as required, or (ii) perform any material covenant, which failure is not cured within [5] Business Days after written notice.

6.2 Remedies

a. Buyer Default. Seller’s sole and exclusive remedy shall be termination of this Agreement and retention of the Deposit as liquidated damages, the parties acknowledging the difficulty in ascertaining Seller’s actual damages.
b. Seller Default. Buyer may elect either (i) to terminate this Agreement and receive a refund of the Deposit plus reimbursement of Buyer’s reasonable out-of-pocket third-party diligence costs not to exceed $[CAP], or (ii) to seek Specific Performance of Seller’s obligations, together with incidental damages and attorneys’ fees.
[// GUIDANCE: For symmetrical risk allocation, consider adding a cap on Seller’s liability if Buyer opts for contract damages in lieu of Specific Performance.]

6.3 Attorneys’ Fees

The prevailing party in any action or proceeding arising out of this Agreement shall be entitled to recover reasonable attorneys’ fees and costs.

7. RISK ALLOCATION

7.1 Indemnification (Environmental)

a. Seller’s Indemnity. From and after Closing, Seller shall indemnify, defend, and hold harmless Buyer, its Affiliates, and their respective officers, directors, members, partners, employees, and agents (“Buyer Indemnitees”) from and against all claims, liabilities, losses, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to (i) any breach of Seller’s representations, warranties, or covenants, and (ii) any violation of Environmental Law or the presence, release, or migration of Hazardous Materials in, on, or under the Property attributable to periods prior to Closing.
b. Buyer’s Indemnity. Buyer shall indemnify, defend, and hold harmless Seller and its Affiliates from and against all claims, liabilities, and expenses arising out of (i) Buyer’s breach, and (ii) post-Closing violations of Environmental Law.

7.2 Limitation of Liability; Caps

Except for Seller’s fraud, willful misconduct, and obligations under Section 7.1, Seller’s aggregate liability shall not exceed $[DOLLAR CAP / “Purchaser to propose”].
[// GUIDANCE: Montana law generally enforces negotiated liability caps if conspicuous and not unconscionable.]

7.3 Insurance Requirements

Until Closing, Seller shall maintain current insurance coverage (property and liability). Buyer shall obtain, effective as of Closing, commercial general liability insurance with limits not less than $[AMOUNT] per occurrence and name Seller as an additional insured for post-Closing obligations assumed by Buyer.

7.4 Force Majeure

Neither party shall be liable for delay or failure to perform caused by events beyond its reasonable control, including acts of God, governmental actions, fire, flood, or war, provided the affected party gives prompt notice and resumes performance as soon as feasible. Performance deadlines shall be extended day-for-day during the period of force majeure, not to exceed [30] days.

8. DISPUTE RESOLUTION

8.1 Governing Law

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

8.2 Forum Selection

The parties irrevocably submit to the exclusive jurisdiction of the state courts located in [COUNTY] County, Montana, for any action arising out of or relating to this Agreement.

8.3 Arbitration (Optional)

[OPTION 1 – OMIT ARBITRATION ENTIRELY]
[OPTION 2 – INSERT STANDARD COMMERCIAL ARBITRATION PROVISION]
[// GUIDANCE: If arbitration is elected, ensure it is consistent with the Montana Uniform Arbitration Act and specify venue, number of arbitrators, and applicable rules.]

8.4 Jury Trial Waiver (Optional)

EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF THIS AGREEMENT.
[// GUIDANCE: Montana courts enforce conspicuous jury waivers; consider bold or all-caps formatting.]

8.5 Injunctive Relief – Specific Performance

Each party acknowledges that the Property is unique and that damages may be inadequate; therefore, the equitable remedy of specific performance shall be available to the non-breaching party, in addition to any other remedies available at law or in equity.

9. GENERAL PROVISIONS

9.1 Notices. All notices shall be in writing and deemed given (i) upon personal delivery, (ii) one Business Day after deposit with a nationally recognized overnight courier, or (iii) upon confirmed delivery by email (with a PDF attachment) if sent before 5:00 p.m. Mountain Time, otherwise the next Business Day, addressed to the parties at the addresses set forth below (or as hereafter changed by notice).

9.2 Amendments; Waivers. This Agreement may be amended only by a writing signed by both parties. No 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 Buyer may assign to an Affiliate or financing entity upon notice to Seller.

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 construed to effectuate its intent to the maximum extent lawful.

9.6 Further Assurances. Each party shall execute and deliver such documents and take such actions as may be reasonably necessary to effectuate the purposes of this Agreement.

9.7 Entire Agreement. This Agreement (including all exhibits and schedules) constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, and negotiations.

9.8 Counterparts; Electronic Signatures. This Agreement may be executed in multiple counterparts, each of which is deemed an original, and all of which together constitute one instrument. Signatures transmitted electronically (e.g., via PDF or DocuSign) shall be deemed original.

9.9 Headings. Headings are for convenience only and shall not affect interpretation.

10. EXECUTION BLOCK

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

SELLER:
[Sellers’ Full Legal Name], a [ENTITY TYPE]
By: ____
Name: ____
Title: _____
Date: _________

BUYER:
[Buyers’ Full Legal Name], a [ENTITY TYPE]
By: ____
Name: ____
Title: _____
Date: _________

(ACKNOWLEDGMENTS / NOTARIAL BLOCKS as required under Montana law)

Exhibits & Schedules

Exhibit A – Legal Description of the Property
Schedule 1 – Permitted Exceptions
Schedule 2 – Schedule of Leases and Contracts
[Add additional exhibits (e.g., Form of Deed, Bill of Sale, Assignment Agreements) as necessary.]

[// GUIDANCE: Confirm that the notarial acknowledgment conforms to Mont. Code Ann. §§ 1-5-610 et seq. and that any Realty Transfer Certificate (Form RTC) is included for recording. Review local county clerk requirements for margins and font size on recordable instruments.]

END OF DOCUMENT