COMMERCIAL PURCHASE AND SALE AGREEMENT

(State of North Carolina)

[// GUIDANCE: This template is drafted for the purchase and sale of an improved or unimproved commercial real property located in North Carolina. Replace every bracketed placeholder and delete any bracketed guidance before execution.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
   3.1 Purchase and Sale
   3.2 Purchase Price; Deposit; Payment Mechanics
   3.3 Title, Survey, and Due Diligence
   3.4 Conditions Precedent and Subsequent
4. Representations and Warranties
   4.1 Seller Representations and Warranties
   4.2 Purchaser Representations and Warranties
   4.3 Survival; Knowledge; Disclosure Schedules
5. Covenants and Restrictions
   5.1 Seller Covenants
   5.2 Purchaser Covenants
6. Default and Remedies
7. Risk Allocation
   7.1 Environmental Indemnity
   7.2 Limitation of Liability
   7.3 Insurance
   7.4 Force Majeure
8. Dispute Resolution
9. General Provisions
10. Execution Block
11. Exhibits

1. DOCUMENT HEADER

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

• [SELLER NAME], a [STATE] [ENTITY TYPE], with an address at [SELLER ADDRESS] (“Seller”); and
• [PURCHASER NAME], a [STATE] [ENTITY TYPE], with an address at [PURCHASER ADDRESS] (“Purchaser”).

Seller and Purchaser may be referred to individually as a “Party” and collectively as the “Parties”.

Recitals

A. Seller is the fee simple owner of certain real property located in [COUNTY], North Carolina, commonly known as [STREET ADDRESS], and more particularly described in Exhibit A attached hereto (the “Land”), together with all improvements, fixtures, easements, rights and appurtenances (collectively with the Land, the “Property”).

B. Purchaser desires to purchase the Property, and Seller desires to sell the Property, in accordance with the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other 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, capitalized terms have the meanings set forth below or elsewhere herein:

“Affiliate” – Any entity that directly or indirectly controls, is controlled by, or is under common control with a Party.
“Applicable Law” – All federal, state, and local statutes, regulations, ordinances, and common-law doctrines applicable to the Property or the transactions contemplated herein.
“Business Day” – Any day other than a Saturday, Sunday, or legal holiday in the State of North Carolina.
“Closing” – The consummation of the purchase and sale of the Property as provided in Section 3.4.
“Closing Date” – [CLOSING DATE OR “the date that is __ days after the expiration of the Due Diligence Period”].
“Deposit” – The earnest money deposit described in Section 3.2(b).
“Due Diligence Period” – The period commencing on the Effective Date and expiring at 11:59 p.m. Eastern Time on [DATE/__ DAYS AFTER EFFECTIVE DATE].
“Environmental Laws” – Any Applicable Law relating to pollution, hazardous substances, or protection of human health or the environment.
“Escrow Agent” – [TITLE COMPANY/LAW FIRM] or such other escrow agent mutually acceptable to the Parties.
“Hazardous Materials” – Any substance regulated under Environmental Laws, including without limitation petroleum, asbestos, and polychlorinated biphenyls.
“Permitted Exceptions” – Those title exceptions approved or deemed approved by Purchaser in accordance with Section 3.3(b).
“Purchase Price” – The consideration set forth in Section 3.2(a).
“Survey” – An ALTA/NSPS survey of the Property prepared in accordance with Section 3.3(a).

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

3. OPERATIVE PROVISIONS

3.1 Purchase and Sale

Seller agrees to sell, and Purchaser agrees to purchase, the Property on the terms and subject to the conditions of this Agreement.

3.2 Purchase Price; Deposit; Payment Mechanics

a. Purchase Price. The Purchase Price shall be $[AMOUNT] (the “Purchase Price”), subject to adjustments and prorations as provided herein.

b. Deposit. Within two (2) Business Days after the Effective Date, Purchaser shall deliver $[DEPOSIT AMOUNT] (the “Deposit”) to the Escrow Agent by wire transfer of immediately available funds. The Deposit shall be (i) held in a federally insured, interest-bearing account; (ii) applied to the Purchase Price at Closing; and (iii) non-refundable to Purchaser after expiration of the Due Diligence Period unless Seller Defaults or any condition precedent to Purchaser’s obligation to close is not satisfied.

c. Balance of Purchase Price. Purchaser shall deliver the balance of the Purchase Price to Escrow Agent by wire transfer on or before the Closing Date.

d. Escrow Instructions. The Parties shall execute reasonable joint escrow instructions not inconsistent with this Agreement. In the event of conflict, this Agreement controls.

[// GUIDANCE: Consider adding financing contingency language if applicable.]

3.3 Title, Survey, and Due Diligence

a. Title Commitment and Survey. Within five (5) Business Days after the Effective Date, Seller shall cause [TITLE COMPANY] (the “Title Company”) to issue to Purchaser a commitment (the “Commitment”) to insure Purchaser’s fee simple title to the Property under an ALTA Owner’s Policy in the amount of the Purchase Price, together with complete copies of all recorded documents referred to therein. Purchaser may obtain, at its expense, a Survey of the Property.

b. Title Review; Objections. Purchaser shall have until the later of (A) the end of the Due Diligence Period or (B) ten (10) Business Days after receipt of the last of the Commitment, legible copies of exception documents, and the Survey (the “Title Review Period”) to deliver written notice of any title or survey objections (“Title Objections”) other than the Permitted Exceptions. Seller may elect, by notice within five (5) Business Days after receipt of Purchaser’s Title Objections, to cure such objections. If Seller fails or elects not to cure, Purchaser may (i) terminate this Agreement and receive a return of the Deposit, or (ii) waive such objections, in which event they become Permitted Exceptions.

c. Due Diligence Inspections. During the Due Diligence Period, Purchaser and its agents shall have reasonable access to the Property for inspections, tests, and studies, including without limitation a Phase I Environmental Site Assessment (“Phase I ESA”) and zoning/land-use diligence. Purchaser shall (i) restore the Property; (ii) maintain not less than $[____] commercial general liability insurance naming Seller as an additional insured; and (iii) indemnify Seller against mechanics’ liens arising from Purchaser’s entry.

d. Zoning and Land-Use Review. Purchaser may, at its sole cost, verify that the current and intended use of the Property complies with all zoning, land-use, and development regulations.

e. Termination Right. Purchaser may terminate this Agreement for any reason by delivering written notice on or before the expiration of the Due Diligence Period, in which case the Deposit shall be refunded to Purchaser, and neither Party shall have further obligation (except those expressly stated to survive termination, including Section 7).

3.4 Conditions Precedent and Subsequent; Closing

a. Conditions Precedent to Purchaser’s Obligation. The obligations of Purchaser to consummate the Closing are conditioned upon:
1. Accuracy in all material respects of Seller’s representations and warranties as of Closing;
2. Seller’s performance of its covenants;
3. Delivery of a duly executed, recordable [GENERAL/LIMITED] Warranty Deed (“Deed”) conveying good and marketable fee simple title, subject only to Permitted Exceptions;
4. Issuance at Closing of the Owner’s Title Policy without additional exceptions;
5. Absence of any material adverse change to the Property;
6. Seller’s delivery of closing deliverables set forth in Section 10.

b. Conditions Precedent to Seller’s Obligation. The obligations of Seller to consummate the Closing are conditioned upon:
1. Accuracy in all material respects of Purchaser’s representations and warranties as of Closing;
2. Purchaser’s performance of its covenants, including timely payment of the Purchase Price;
3. Purchaser’s delivery of closing deliverables set forth in Section 10.

c. Closing. The Closing shall occur on the Closing Date by escrow with the Title Company or at such other time and place as the Parties may agree in writing.

4. REPRESENTATIONS & WARRANTIES

4.1 Seller Representations and Warranties

Seller represents and warrants to Purchaser as of the Effective Date and as of Closing that:
a. Authority. Seller is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation and has full power and authority to enter into and perform this Agreement.
b. Title. Seller holds fee simple title to the Property free and clear of all liens, claims, and encumbrances other than the Permitted Exceptions and those that will be released at Closing.
c. No Violation. Execution and performance of this Agreement will not violate any agreement to which Seller is a party or any judgment applicable to Seller or the Property.
d. Litigation. Except as disclosed on Schedule 4.1(d), there is no pending or, to Seller’s Knowledge, threatened litigation or condemnation affecting the Property.
e. Compliance with Laws. To Seller’s Knowledge, the Property is in material compliance with Applicable Law, including zoning and land-use regulations.
f. Environmental. Except as disclosed on Schedule 4.1(f): (i) Seller has not received written notice of any violation of Environmental Laws relating to the Property; (ii) Seller has not generated, stored, or disposed of Hazardous Materials on the Property in violation of Environmental Laws.
g. Foreign Person. Seller is not a “foreign person” within the meaning of Section 1445 of the Internal Revenue Code and will deliver an affidavit to that effect at Closing.

[// GUIDANCE: “Knowledge” can be contractually defined as Seller’s actual knowledge without duty of inquiry and limited to specified individuals.]

4.2 Purchaser Representations and Warranties

Purchaser represents and warrants to Seller that:
a. Authority. Purchaser is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation and has full power and authority to enter into and perform this Agreement.
b. No Violation. Execution and performance of this Agreement will not violate any agreement to which Purchaser is a party or any judgment applicable to Purchaser.
c. Sophisticated Purchaser. Purchaser is experienced in the acquisition, ownership, and operation of properties similar to the Property and is relying on its own investigation in entering into this Agreement.
d. Funds. Purchaser has or will have at Closing sufficient funds to pay the Purchase Price and consummate the transactions contemplated herein.

4.3 Survival; Materiality; Disclosure

a. Seller’s representations and warranties survive Closing for a period of [TWELVE (12)] months, except for (i) environmental representations, which survive indefinitely, and (ii) title representations, which survive the applicable statute of limitations.
b. No representation or warranty is deemed made by Seller as to any matter disclosed in public records or revealed by Purchaser’s inspections.
c. Seller may update disclosure schedules prior to Closing; however, Purchaser may terminate this Agreement within five (5) Business Days after receipt of any update that materially and adversely affects the Property, whereupon the Deposit shall be returned to Purchaser.

5. COVENANTS & RESTRICTIONS

5.1 Seller Covenants

Between the Effective Date and Closing, Seller shall:
a. Operate and maintain the Property in substantially the same condition, ordinary wear excepted;
b. Not enter into, modify, or terminate any lease, service contract, or other agreement affecting the Property without Purchaser’s prior written consent (which shall not be unreasonably withheld, conditioned, or delayed);
c. Maintain existing insurance coverage;
d. Provide Purchaser prompt notice of any written notice of violation or other material correspondence from any governmental authority or third party;
e. Not further encumber the Property;
f. Cooperate with Purchaser’s 1031 exchange, if any, at no cost to Seller.

5.2 Purchaser Covenants

Purchaser covenants to:
a. Conduct all on-site activities in compliance with Applicable Law and repair any damage caused thereby;
b. Keep confidential all non-public information obtained in due diligence;
c. Indemnify Seller against mechanic’s liens filed in connection with Purchaser’s inspections;
d. Deliver all documents and funds required for Closing by the deadlines set forth herein.

6. DEFAULT & REMEDIES

a. Seller Default. If Seller breaches or fails to perform any covenant or obligation, and such breach is not cured within five (5) Business Days after written notice (or, if incapable of cure within such period, Seller fails to commence and diligently pursue cure), Purchaser may, as its sole and exclusive remedies:
1. Terminate this Agreement and receive an immediate refund of the Deposit plus reimbursement of documented, third-party out-of-pocket due diligence costs not to exceed $[CAP];
2. Enforce specific performance of this Agreement, including the conveyance of the Property (the Parties acknowledging the unique nature of real property).

b. Purchaser Default. If Purchaser breaches or fails to perform any covenant or obligation, and such breach is not cured within five (5) Business Days after written notice, Seller may, as its sole and exclusive remedy, terminate this Agreement and retain the Deposit as liquidated damages (the Parties acknowledging the difficulty of ascertaining actual damages). [// GUIDANCE: Strike and negotiate alternative remedies if liquidated damages are not acceptable.]

c. Attorney Fees and Costs. The prevailing Party in any dispute arising under this Agreement is entitled to recover reasonable attorney fees and costs.

7. RISK ALLOCATION

7.1 Environmental Indemnity

a. Seller Indemnity. Seller shall indemnify, defend, and hold Purchaser harmless from and against any and all claims, losses, liabilities, damages, costs, and expenses (including reasonable attorney fees) arising from: (i) the presence, release, or migration of Hazardous Materials on, under, or emanating from the Property prior to Closing; or (ii) Seller’s violation of Environmental Laws (collectively, “Pre-Closing Environmental Conditions”).

b. Purchaser Indemnity. Purchaser shall indemnify, defend, and hold Seller harmless from and against any and all claims, losses, liabilities, damages, costs, and expenses arising from Hazardous Materials first brought onto or released at the Property by Purchaser or its agents after Closing, or Purchaser’s violation of Environmental Laws.

c. Survival. The environmental indemnities in this Section 7.1 survive Closing indefinitely and are not subject to any liability cap.

7.2 Limitation of Liability

Except for (i) fraud, (ii) willful misconduct, or (iii) any indemnity expressly stated to survive indefinitely, Seller’s aggregate liability under this Agreement shall not exceed $[LIABILITY CAP OR “NO CAP”].

7.3 Insurance

Purchaser shall obtain, effective as of Closing, and thereafter maintain commercial general liability and property insurance in commercially reasonable amounts, naming Seller as an additional insured for a period of not less than [___] years for claims arising from Pre-Closing acts or omissions of Seller.

7.4 Force Majeure

Neither Party shall be liable for failure to perform arising from events beyond its reasonable control, including acts of God, terrorism, labor disputes, or governmental orders, provided the affected Party gives notice within five (5) Business Days and resumes performance promptly thereafter. Force Majeure shall not extend any monetary obligations.

8. DISPUTE RESOLUTION

a. Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of North Carolina, without regard to conflict of law principles.

b. Forum Selection. The Parties irrevocably submit to the exclusive jurisdiction of the state courts of competent jurisdiction located in [COUNTY], North Carolina.

c. Optional Arbitration. [OPTIONAL – STRIKE IF NOT ELECTED] Any dispute arising hereunder shall, at the election of either Party, be resolved by binding arbitration before a single arbitrator under the Commercial Arbitration Rules of the American Arbitration Association. Judgment may be entered on the award in any court of competent jurisdiction.

d. Jury Trial Waiver. [OPTIONAL – STRIKE IF NOT ELECTED] EACH PARTY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF THIS AGREEMENT.

e. Specific Performance. Notwithstanding anything to the contrary, the Parties acknowledge and agree that the remedy at law for breach of this Agreement may be inadequate; therefore, in the event of such breach, the non-breaching Party shall be entitled to seek equitable relief, including specific performance and injunctive relief, in addition to any other remedies provided herein.

9. GENERAL PROVISIONS

a. Amendments and Waivers. No amendment or waiver of any provision of this Agreement is effective unless in writing and signed by the Party against whom enforcement is sought.

b. Assignment. Purchaser may not assign this Agreement without Seller’s prior written consent, except to an Affiliate controlled by Purchaser, provided Purchaser remains liable hereunder. Any prohibited assignment is void ab initio.

c. Successors and Assigns. Subject to the foregoing, this Agreement binds and inures to the benefit of the Parties and their respective successors and permitted assigns.

d. Severability. If any provision is determined to be invalid or unenforceable, the remaining provisions remain in full force, and the invalid provision shall be reformed to the minimum extent necessary to render it enforceable.

e. Integration. This Agreement (including all Exhibits and Schedules) constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings.

f. Counterparts; Electronic Signatures. This Agreement may be executed in multiple counterparts, each of which is deemed an original, and all of which constitute one instrument. Electronic signatures and PDF copies are deemed originals for all purposes.

g. 1031 Exchange Cooperation. Either Party may structure the transaction as a like-kind exchange under Section 1031 of the Internal Revenue Code at no additional cost or liability to the other Party.

h. Time of the Essence. Time is of the essence with respect to each obligation under this Agreement.

i. No Recordation. Purchaser shall not record this Agreement or any memorandum thereof.

j. No Third-Party Beneficiaries. Except as expressly stated, this Agreement confers no rights or remedies upon any person other than the Parties and their permitted successors and assigns.

10. EXECUTION BLOCK

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

SELLER:

[SELLER NAME], a [STATE] [ENTITY TYPE]

By: ____
Name: ____
Title: _________

(SEAL)

Date: _____

PURCHASER:

[PURCHASER NAME], a [STATE] [ENTITY TYPE]

By: ____
Name: ____
Title: _________

(SEAL)

Date: _____

[// GUIDANCE: North Carolina requires deeds and other conveyancing instruments to be acknowledged before a notary public for recordation. Ensure the Deed attached as Exhibit C contains proper notary blocks compliant with N.C. law.]

11. EXHIBITS

• Exhibit A – Legal Description of the Property
• Exhibit B – Form of Environmental Indemnity Agreement
• Exhibit C – Form of [General/Limited] Warranty Deed
• Exhibit D – Escrow Instructions
• Schedule 4.1(d) – Litigation and Proceedings
• Schedule 4.1(f) – Environmental Disclosures

[// GUIDANCE: Tailor exhibits and schedules as required. All cross-references in the Agreement must align with final exhibit lettering.]

[// GUIDANCE: Final checklist for practitioners
1. Confirm all placeholders are completed.
2. Attach current ALTA commitment and pro-forma policy.
3. Review NC county recording requirements (margin size, excise tax calculation, etc.).
4. Verify compliance with NC Good Funds Settlement Act for Closing funds.
5. Obtain legal entity resolution or secretary certificate authorizing execution.]

END OF DOCUMENT