COMMERCIAL PURCHASE AND SALE AGREEMENT

(New Mexico Real Estate – Fee Simple Interest)

[// GUIDANCE: This template is drafted for the purchase and sale of a commercial real property interest located in the State of New Mexico. Bracketed items must be customized. Delete all guidance comments prior to execution.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Purchase and Sale of Property
4. Purchase Price; Deposit; Closing Adjustments
5. Due Diligence; Title and Survey Matters
6. Representations and Warranties
7. Covenants and Other Agreements
8. Conditions Precedent
9. Defaults; Remedies
10. Risk Allocation
11. Dispute Resolution
12. General Provisions
13. Execution Block

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 LEGAL NAME], a [state and entity type] (“Seller”), and [BUYER LEGAL NAME], a [state and entity type] (“Buyer”). Seller and Buyer are sometimes referred to individually as a “Party” and collectively as the “Parties.”

RECITALS

A. Seller is the fee simple owner of that certain real property located in the County of [County], State of New Mexico, commonly known as “[Property Name / Address]” and more particularly described on Exhibit A attached hereto (the “Land”).

B. The Land is improved with [describe improvements] (collectively with the Land, the “Improvements”).

C. Seller desires to sell, and Buyer desires to purchase, the Property (as defined below) upon the terms and conditions set forth herein, in consideration of the Purchase Price (as defined below) and other good and valuable consideration.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the Parties hereby agree as follows:

2. DEFINITIONS

The following capitalized terms shall have the meanings set forth below. Any term not defined in this Section shall have the meaning ascribed to it elsewhere in the Agreement.

“Adjustment Date” – has the meaning set forth in Section 4.4.
“Agreement” – has the meaning given in the Document Header.
“Allocation Schedule” – Section 4.1.
“Arbitration” – Section 11.3.
“Business Day” – any day other than a Saturday, Sunday or legal holiday in the State of New Mexico.
“Closing” – the consummation of the transaction contemplated herein, to occur on the Closing Date.
“Closing Date” – Section 4.2.
“Conceptual Site Plan” – Section 5.3(b).
“Contracts” – all assignable service, maintenance, management, leasing, and other contracts relating to the Property, to the extent assumed by Buyer under Section 5.4.
“Deposit” – Section 4.3.
“Due Diligence Period” – Section 5.1(a).
“Environmental Laws” – all federal, state, and local laws, regulations, and ordinances 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., the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq., and the New Mexico Hazardous Waste Act, NMSA 1978, §§ 74-4-1 et seq.
“Escrow Agent” – Section 4.3.
“Improvements” – as defined in Recital B.
“Indemnified Environmental Matters” – Section 10.1(a).
“Inspection Materials” – Section 5.1(b).
“Law” or “Laws” – any constitution, statute, code, ordinance, rule, regulation, order, or judgment of any governmental authority applicable to the Property or the Parties.
“Liability Cap” – Section 10.4.
“Permitted Exceptions” – Section 5.2(d).
“Property” – collectively, the Land, Improvements, Appurtenances, Personal Property, and Assigned Contracts.
“Purchase Price” – Section 4.1.
“Scheduled Closing Date” – Section 4.2.
“Seller’s Knowledge” – actual knowledge of [Name/Title of Seller’s knowledge individual(s)], without duty of inquiry or investigation.
“Specific Performance” – Section 9.3(b).
“Survey” – Section 5.3(a).
“Title Company” – Section 5.2(a).
“Title Commitment” – Section 5.2(a).

[// GUIDANCE: Add, remove, or modify defined terms based on transaction complexity.]

3. PURCHASE AND SALE OF PROPERTY

3.1 Property Conveyed. Subject to the terms and conditions herein, Seller agrees to sell, assign, and convey to Buyer, and Buyer agrees to purchase from Seller, all of Seller’s right, title, and interest in and to:

(a) the Land;

(b) the Improvements;

(c) all easements, rights-of-way, water rights, mineral rights (if any), hereditaments and appurtenances appertaining to the Land (collectively, the “Appurtenances”);

(d) all tangible personal property located on and used exclusively in connection with the ownership, operation, or maintenance of the Land and Improvements, including without limitation equipment, supplies, and fixtures (collectively, the “Personal Property”), excluding any items of personal property expressly reserved by Seller on Schedule 3.1(d); and

(e) to the extent assignable, Seller’s interest in the Contracts, warranties, guaranties, licenses, and permits pertaining to the Property (the “Assigned Contracts”).

3.2 Conveyance Instruments. The Property shall be conveyed at Closing by (i) Special Warranty Deed (the “Deed”), (ii) Assignment and Assumption of Contracts, (iii) Bill of Sale, and (iv) such other instruments as may be customary in New Mexico for transactions of this nature (collectively, the “Conveyance Documents”).

4. PURCHASE PRICE; DEPOSIT; CLOSING ADJUSTMENTS

4.1 Purchase Price. The purchase price for the Property shall be [Purchase Price in U.S. Dollars] (the “Purchase Price”), subject to the prorations and adjustments set forth herein. The Parties shall allocate the Purchase Price among the Property components pursuant to an allocation schedule mutually agreed upon in writing on or before the Closing Date (the “Allocation Schedule”) for federal and state tax purposes.

4.2 Closing Date. The closing of the transaction (the “Closing”) shall occur on [Scheduled Closing Date] (the “Closing Date”), or such earlier date as the Parties may mutually agree, through a customary New Mexico escrow with the Title Company.

4.3 Deposit.

(a) Within two (2) Business Days after the Effective Date, Buyer shall deposit with [Escrow Agent Name], as escrow agent (the “Escrow Agent”), the sum of [Deposit Amount] U.S. Dollars (the “Initial Deposit”) by wire transfer of immediately available funds. The Initial Deposit shall be applied toward the Purchase Price at Closing or disbursed as otherwise provided herein.

(b) Unless Buyer terminates this Agreement prior to the expiration of the Due Diligence Period pursuant to Section 5.1, the Deposit shall become non-refundable to Buyer except upon Seller Default or failure of a Condition Precedent not waived by Buyer.

4.4 Prorations and Closing Adjustments. Taxes (including New Mexico gross receipts taxes if applicable), assessments, rents, operating expenses, utilities, and other customary items shall be prorated as of 11:59 p.m. (local New Mexico time) on the day preceding the Closing Date (the “Adjustment Date”) in accordance with local custom, subject to final post-Closing re-prorations upon receipt of final bills.

4.5 Closing Costs. Buyer shall pay (i) the cost of the Title Policy (standard coverage portion), (ii) half of any escrow fees, (iii) the cost of any Survey, and (iv) all recording fees for the Deed. Seller shall pay (i) the transfer tax (if any), (ii) the cost of any extended coverage premiums or endorsements required to cure Title Objections, and (iii) half of any escrow fees.

[// GUIDANCE: Modify cost allocations to reflect negotiated terms.]

5. DUE DILIGENCE; TITLE AND SURVEY MATTERS

5.1 Due Diligence Period.

(a) Buyer shall have until 5:00 p.m. (Mountain Time) on the date that is [___] calendar days after the Effective Date (the “Due Diligence Period”) to conduct, at Buyer’s sole expense, such investigations as Buyer deems necessary or desirable.

(b) Seller shall deliver or make available to Buyer within three (3) Business Days after the Effective Date copies of all material documents relating to the ownership, operation, environmental condition, and zoning status of the Property in Seller’s possession or control, including without limitation: (i) prior environmental reports, (ii) existing title policies, (iii) leases and Contracts, (iv) surveys, (v) permits and licenses, and (vi) financial operating statements for the prior [___] years (collectively, the “Inspection Materials”).

(c) Buyer may terminate this Agreement for any reason or no reason by delivering written notice to Seller prior to the expiration of the Due Diligence Period, in which event the Deposit shall be refunded to Buyer (less independent consideration of $100.00 to which Seller shall be entitled) and neither Party shall have further liability hereunder, except as expressly stated to survive termination.

5.2 Title Matters.

(a) Within five (5) Business Days after the Effective Date, Seller shall cause [Title Company Name] (the “Title Company”) to issue to Buyer a preliminary commitment for an ALTA Owner’s Policy of Title Insurance (the “Title Commitment”), together with legible copies of all listed exceptions.

(b) Buyer shall have until the later of (i) the expiration of the Due Diligence Period or (ii) ten (10) Business Days after receipt of the last of the Title Commitment and Survey to deliver written notice of any objections to title or survey matters (“Title Objections”).

(c) Seller shall have five (5) Business Days after receipt of Title Objections to notify Buyer whether Seller elects to cure such objections on or before Closing. Seller shall be obligated to remove only Monetary Liens. Failure to respond shall be deemed election not to cure.

(d) If Seller elects (or is deemed to elect) not to cure any Title Objection, Buyer may, by notice to Seller within five (5) Business Days thereafter, either (i) waive such Title Objection and accept title subject to same, which then becomes a “Permitted Exception,” or (ii) terminate this Agreement and obtain a refund of the Deposit.

5.3 Survey and Zoning.

(a) Buyer may obtain, at Buyer’s sole cost, an ALTA/NSPS Land Title Survey (the “Survey”).

(b) Buyer shall be responsible for confirming compliance of the Property with applicable zoning ordinances. Seller shall reasonably cooperate in Seller’s capacity as owner to support any Buyer zoning inquiry or application.

5.4 Contracts; Estoppels. At least five (5) Business Days prior to the expiration of the Due Diligence Period, Buyer shall notify Seller of which Contracts Buyer elects to assume. Seller shall terminate at Closing, at Seller’s sole cost, all Contracts not so assumed. For each lease or major Contract so assumed, Seller shall use commercially reasonable efforts to obtain an estoppel certificate in form reasonably acceptable to Buyer.

6. REPRESENTATIONS AND WARRANTIES

6.1 Seller’s Representations and Warranties. Seller hereby represents and warrants to Buyer, as of the Effective Date and as of the Closing Date (except as updated in accordance with Section 6.3), as follows:

(a) Authority. Seller is duly organized, validly existing, and in good standing under the Laws of its state of formation with full power and authority to execute and deliver this Agreement and perform its obligations hereunder.

(b) No Conflicts. The execution, delivery, and performance of this Agreement do not violate any agreement binding upon Seller or any applicable Law.

(c) Title. Seller holds fee simple title to the Land and Improvements, free and clear of all liens, encumbrances, and rights of others except the Permitted Exceptions.

(d) Litigation. To Seller’s Knowledge, no litigation, arbitration, or administrative proceeding is pending or threatened in writing against Seller with respect to the Property that, if determined adversely, would materially impair the value or current use of the Property.

(e) Environmental. Except as disclosed in the Inspection Materials, to Seller’s Knowledge: (i) the Property is in material compliance with Environmental Laws; (ii) no Hazardous Substances (as defined by Environmental Laws) have been generated, treated, stored, or disposed of at the Property in violation of Environmental Laws; and (iii) Seller has not received any written notice of violation or liability under Environmental Laws relating to the Property.

(f) Zoning. Seller has received no written notice of any pending change to the zoning classification of the Property.

(g) Foreign Person. Seller is not a “foreign person” within the meaning of § 1445(f)(3) of the Internal Revenue Code.

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

(a) Authority. Buyer is duly organized, validly existing, and in good standing under the Laws of its state of formation with full power and authority to execute, deliver, and perform this Agreement.

(b) No Conflicts. The execution and performance of this Agreement do not violate any agreement binding upon Buyer or any applicable Law.

(c) Sophistication. Buyer is an experienced real estate investor and is relying solely upon Buyer’s own investigations in purchasing the Property, except for Seller’s express representations and warranties herein.

6.3 Survival; Updates. Each representation and warranty shall survive Closing for a period of twelve (12) months (the “Survival Period”) and shall not merge into the Deed. Seller may update its representations by written notice to Buyer if, prior to Closing, Seller becomes aware of an event or condition that would make any representation materially inaccurate; provided, however, Buyer may terminate this Agreement within five (5) Business Days after receipt of such update if the change has a material adverse effect, whereupon the Deposit shall be returned to Buyer.

7. COVENANTS AND OTHER AGREEMENTS

7.1 Seller’s Interim Covenants. From the Effective Date through Closing, Seller shall:

(a) operate and maintain the Property in substantially the same manner as before the Effective Date;

(b) not enter into any new lease or Contract, or amend or terminate any existing lease or Contract, without Buyer’s prior written consent (not to be unreasonably withheld, delayed, or conditioned);

(c) maintain all existing insurance in force;

(d) timely pay all taxes, utilities, and contractual obligations related to the Property; and

(e) promptly notify Buyer of any casualty, condemnation, or material adverse change affecting the Property.

7.2 Buyer’s Covenants. Buyer shall (a) keep confidential all non-public information relating to the Property, (b) repair any physical damage to the Property caused by Buyer’s inspections, and (c) indemnify Seller from mechanic’s liens arising from Buyer’s entry.

7.3 Post-Closing Covenants. From and after Closing, Buyer shall assume and perform the obligations under the Assigned Contracts and indemnify Seller against post-Closing liabilities thereunder.

8. CONDITIONS PRECEDENT

8.1 Buyer’s Conditions Precedent. Buyer’s obligation to close is subject to the satisfaction (or Buyer’s written waiver) of the following conditions precedent:

(a) Seller’s representations and warranties shall be true and correct in all material respects as of Closing.

(b) Seller shall have performed, in all material respects, its covenants and obligations hereunder.

(c) Title Company shall be prepared to issue to Buyer at Closing an ALTA Owner’s Policy of Title Insurance in the amount of the Purchase Price, subject only to Permitted Exceptions (the “Title Policy”).

(d) No law or order restraining or prohibiting the consummation of the transactions shall be in effect.

8.2 Seller’s Conditions Precedent. Seller’s obligation to close is subject to the satisfaction (or Seller’s written waiver) of the following conditions precedent:

(a) Buyer’s representations and warranties shall be true and correct in all material respects as of Closing.

(b) Buyer shall have delivered the Purchase Price, less the Deposit, and executed all Closing documents.

9. DEFAULTS; REMEDIES

9.1 Buyer Default. If Buyer fails to perform any material obligation under this Agreement and fails to cure within five (5) Business Days after written notice from Seller, Seller may terminate this Agreement by written notice to Buyer, whereupon the Deposit shall be paid to Seller as liquidated damages, the Parties acknowledging the difficulty in accurately ascertaining Seller’s damages and that the Deposit represents a fair and reasonable estimate thereof. SELLER AND BUYER EXPRESSLY WAIVE ANY RIGHT TO CLAIM THE DEPOSIT CONSTITUTES A PENALTY.

9.2 Seller Default. If Seller fails to perform any material obligation under this Agreement and fails to cure within five (5) Business Days after written notice from Buyer, Buyer may (a) terminate this Agreement and receive a refund of the Deposit plus reimbursement of Buyer’s third-party documented out-of-pocket costs not to exceed [Cost Cap, e.g., $___], or (b) seek Specific Performance in accordance with Section 9.3(b).

9.3 Remedies.

(a) Subject to Buyer’s Specific Performance Right in Section 9.3(b), the remedies set forth herein are exclusive.

(b) Specific Performance. In the event of Seller Default, Buyer may bring an action for specific performance to compel Seller to convey the Property, provided Buyer files such action within ninety (90) days after Seller Default and tenders full performance of Buyer’s obligations.

10. RISK ALLOCATION

10.1 Environmental Indemnity.

(a) Seller Indemnity. Seller shall indemnify, defend, and hold Buyer harmless from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from (i) the presence or release of Hazardous Substances in, on, under, or migrating from the Property prior to Closing, and (ii) any violation of Environmental Laws relating to the Property prior to Closing (collectively, “Indemnified Environmental Matters”), subject to the Liability Cap and Survival Period set forth in Section 10.4.

(b) Buyer Indemnity. Buyer shall indemnify, defend, and hold Seller harmless from and against any Indemnified Environmental Matters first occurring after Closing.

10.2 Insurance. Buyer shall, at its cost, maintain commercial general liability insurance with limits not less than [___] per occurrence and environmental impairment liability insurance in such amounts as commercially reasonable for properties similar to the Property, naming Seller as an additional insured until the earlier of initiation of redevelopment or twelve (12) months following Closing.

10.3 Force Majeure. Neither Party shall be liable for failure to perform its non-monetary obligations hereunder to the extent such failure is caused by events beyond such Party’s reasonable control, including acts of God, terrorism, or governmental delays; provided, however, that the Closing Date shall not be extended by more than thirty (30) days on account of force majeure.

10.4 Liability Cap; Survival. Seller’s aggregate liability for breaches of representations, warranties, and covenants shall not exceed [___ % of Purchase Price / Dollar Amount] (the “Liability Cap”). No claim shall be actionable or payable unless timely made prior to expiration of the Survival Period and exceeds [Basket Amount, e.g., $25,000] in the aggregate, after which the entire claim is recoverable (first-dollar tipping basket). The indemnities in this Section 10 shall survive Closing for the Survival Period.

11. DISPUTE RESOLUTION

11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the Laws of the State of New Mexico, without regard to conflicts-of-law principles.

11.2 Forum Selection. Subject to Section 11.3, any suit, action, or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state courts of the State of New Mexico, County of [County], and each Party irrevocably submits to the jurisdiction thereof.

11.3 Arbitration (Optional). At either Party’s written election delivered not later than ten (10) days after service of a complaint, any dispute shall be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall be conducted in [City], New Mexico by a panel of three (3) neutral arbitrators who are licensed attorneys with at least ten (10) years’ real estate experience. Judgment on the award may be entered in any court of competent jurisdiction. The Parties shall share arbitration fees equally. Discovery shall be limited to that necessary for a fair hearing. This Section 11.3 shall not preclude either Party from seeking temporary, preliminary, or permanent injunctive relief or specific performance in a court of competent jurisdiction.

11.4 Jury Trial Waiver (Optional). TO THE EXTENT PERMITTED BY LAW, EACH PARTY HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT.

11.5 Specific Performance. Notwithstanding Section 11.3, the Parties agree that money damages may not be a sufficient remedy for any breach of this Agreement and that each Party shall be entitled to seek equitable relief, including specific performance and injunctive relief, to enforce or prevent any violation of this Agreement.

12. GENERAL PROVISIONS

12.1 Notices. All notices shall be in writing and delivered (i) by personal delivery, (ii) by nationally recognized overnight courier, or (iii) by email with confirmed receipt, addressed to the Parties at the addresses set forth below (or such other addresses as may be designated by notice). Notice shall be deemed given upon the earlier of actual receipt or the date delivery is refused.

12.2 Amendment and Waiver. This Agreement may be amended or waived only by a writing signed by the Party against whom enforcement is sought.

12.3 Assignment. Buyer may not assign this Agreement without Seller’s prior written consent, except to an Affiliate of Buyer that has sufficient financial capacity to consummate the transaction. Any assignment shall not relieve Buyer of its obligations hereunder.

12.4 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

12.5 Severability. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be reformed to the minimum extent necessary to effectuate the Parties’ intent.

12.6 Entire Agreement. This Agreement, together with the Exhibits and Schedules hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior understandings.

12.7 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 and the same instrument. Signatures delivered by facsimile, PDF, or electronic signature platform (e.g., DocuSign) shall be deemed original signatures.

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

12.9 Brokers. Each Party represents that it has dealt with no broker or finder in connection with this transaction other than [Broker Name(s)]. Each Party shall indemnify the other against any claims for commissions arising from the indemnifying Party’s breach of this representation.

13. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties hereto have executed this Commercial Purchase and Sale Agreement as of the Effective Date.

SELLER:
[SELLER LEGAL NAME], a [State] [Entity Type]

By: _____
Name: _____
Title: _______

BUYER:
[BUYER LEGAL NAME], a [State] [Entity Type]

By: _____
Name: _____
Title: _______

NOTARIZATION (if required)

[// GUIDANCE: Insert New Mexico statutory acknowledgment form for entities, if notarization is desired for recordability.]

EXHIBITS (attach as applicable)

Exhibit A – Legal Description of Land
Exhibit B – Allocation Schedule (if prepared pre-Closing)
Exhibit C – Form of Special Warranty Deed
Exhibit D – Form of Bill of Sale
Exhibit E – Form of Assignment and Assumption of Contracts
Exhibit F – FIRPTA Affidavit (Seller)
Exhibit G – Closing Statement

[// GUIDANCE: Add Environmental Site Assessment Reports, Zoning Letters, or other schedules as needed for this transaction.]

[// GUIDANCE: End of template. Review all bracketed placeholders and jurisdiction-specific notary wording before finalizing.]