COMMERCIAL REAL ESTATE PURCHASE AND SALE AGREEMENT

(State of Nevada)

[// GUIDANCE: This template is drafted for the acquisition of fee-simple title to improved or unimproved commercial real property located in Nevada. Tailor bracketed terms, delete inapplicable options, and attach all referenced exhibits (e.g., legal description, title commitment, environmental reports).]

TABLE OF CONTENTS

1. Document Header
2. Article 1 – Definitions
3. Article 2 – Purchase and Sale; Earnest Money
4. Article 3 – Purchase Price; Allocation; Closing Costs
5. Article 4 – Title, Survey, and Zoning Compliance
6. Article 5 – Inspection; Condition of Property; Environmental Matters
7. Article 6 – Representations and Warranties
8. Article 7 – Covenants
9. Article 8 – Conditions Precedent and Subsequent
10. Article 9 – Closing; Deliveries
11. Article 10 – Defaults; Remedies
12. Article 11 – Risk Allocation (Indemnity; Liability Cap; Insurance; Force Majeure)
13. Article 12 – Dispute Resolution
14. Article 13 – Miscellaneous
15. Execution Block
16. Exhibits

DOCUMENT HEADER

THIS COMMERCIAL REAL ESTATE 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] [ENTITY TYPE], having an address at [SELLER ADDRESS] (“Seller”); and
• [BUYER LEGAL NAME], a [STATE] [ENTITY TYPE], having an address at [BUYER ADDRESS] (“Buyer”).

RECITALS

A. Seller is the legal and beneficial owner of certain real property located in the State of Nevada commonly known as [STREET ADDRESS] and more particularly described on Exhibit A attached hereto (the “Land”), together with (i) all buildings, structures, and other improvements located thereon (collectively, the “Improvements”), (ii) all easements, appurtenances, water rights, mineral rights, and privileges pertaining thereto (collectively, the “Appurtenances”), and (iii) all tangible and intangible personal property owned by Seller and used in connection with the ownership, operation, or maintenance of the Land and Improvements (collectively, the “Personal Property”) (the Land, Improvements, Appurtenances, and Personal Property collectively, the “Property”).

B. Seller desires to sell and convey to Buyer, and Buyer desires to purchase from Seller, all of Seller’s right, title, and interest in and to the Property, subject to and in accordance with the terms and conditions set forth herein.

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

ARTICLE 1

DEFINITIONS

Capitalized terms used in this Agreement have the meanings set forth below or elsewhere herein (such definitions to apply equally to the singular and plural forms of the terms defined).

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

“Agreement” – This Commercial Real Estate Purchase and Sale Agreement, including all Exhibits, Schedules, and duly executed amendments.

“Applicable Law” – All constitutions, statutes, ordinances, codes, regulations, rules, requirements, orders, and decrees of the United States, the State of Nevada, any county, municipality, or other governmental authority having jurisdiction over the Property or the transactions contemplated herein.

“Business Day” – Any day other than Saturday, Sunday, or a day on which banking institutions in Clark County, Nevada, are authorized or required by law to close.

“Closing” – The consummation of the purchase and sale of the Property in accordance with Article 9.

“Closing Date” – The date on which the Closing occurs, which shall be [CLOSING DATE] or such other date as the parties may mutually agree in writing.

“Deposit” – The earnest money deposit described in Section 2.2.

“Due Diligence Period” – The period commencing on the Effective Date and ending at 5:00 p.m. Pacific Time on [DUE DILIGENCE TERMINATION DATE], during which Buyer may conduct inspections in accordance with Article 5.

“Environmental Laws” – All Applicable Laws (including 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 Nevada Revised Statutes Chapters 445A and 459) relating to pollution, protection of human health or the environment, or the release, generation, handling, storage, treatment, or disposal of Hazardous Substances.

“Hazardous Substances” – Any substance, material, or waste defined, classified, or regulated as hazardous, toxic, or dangerous, or which is subject to regulation under Environmental Laws.

“Intended Use” – Buyer’s intended use of the Property as [INTENDED USE], subject to zoning compliance and Article 5.

“Permitted Exceptions” – The matters approved or deemed approved by Buyer pursuant to Section 4.1.

“Purchase Price” – The consideration for the Property set forth in Section 3.1.

“Survey” – An ALTA/NSPS Land Title Survey of the Property commissioned by Buyer pursuant to Section 4.2.

“Title Company” – [TITLE COMPANY NAME], duly licensed to issue title insurance policies in Nevada.

[Add additional defined terms as needed in alphabetical order.]

ARTICLE 2

PURCHASE AND SALE; EARNEST MONEY

2.1 Agreement of Purchase and Sale. Subject to and in accordance with the terms and conditions of this Agreement, Seller agrees to sell, grant, convey, transfer, and assign to Buyer, and Buyer agrees to purchase from Seller, all of Seller’s right, title, and interest in and to the Property for the Purchase Price and on the terms set forth herein.

2.2 Deposit.
(a) Within three (3) Business Days after the Effective Date, Buyer shall deposit with Title Company, as escrow agent, the sum of [DEPOSIT AMOUNT] U.S. Dollars (“Initial Deposit”) by wire transfer of immediately available funds.
(b) Upon expiration of the Due Diligence Period, if Buyer has not timely terminated this Agreement, Buyer shall deposit an additional [ADDITIONAL DEPOSIT AMOUNT] U.S. Dollars (“Additional Deposit”; together with the Initial Deposit, the “Deposit”).
(c) The Deposit shall be held in an interest-bearing escrow account, with any interest accruing for Buyer’s benefit and deemed part of the Deposit.
(d) Unless this Agreement is terminated in accordance with its terms, the Deposit shall be credited against the Purchase Price at Closing.

[// GUIDANCE: Consider adding provisions for a non-refundable “hard” deposit if market practice or leverage permits.]

2.3 Escrow Instructions. The parties shall execute supplemental escrow instructions consistent with this Agreement. In the event of conflict, this Agreement shall govern.

ARTICLE 3

PURCHASE PRICE; ALLOCATION; CLOSING COSTS

3.1 Purchase Price. The total purchase price (the “Purchase Price”) for the Property shall be [PURCHASE PRICE] U.S. Dollars, payable as follows:
(a) Deposit credit at Closing;
(b) Balance of Purchase Price (“Cash Balance”) paid at Closing by wire transfer of immediately available funds.

3.2 Purchase Price Allocation. At least five (5) Business Days prior to Closing, the parties shall mutually agree on an allocation of the Purchase Price among the Land, Improvements, and Personal Property in accordance with Section 1060 of the Internal Revenue Code.

3.3 Closing Costs.
(a) Seller shall pay: (i) the cost of releasing existing monetary liens, (ii) Seller’s share of prorations under Section 9.3, (iii) one-half of escrow fees, (iv) the premium for a standard owner’s title policy.
(b) Buyer shall pay: (i) the premium for any title policy endorsements or extended coverage, (ii) Survey cost, (iii) recording fees, (iv) one-half of escrow fees, (v) Buyer’s share of prorations.
(c) Each party shall pay its own legal and professional fees.

ARTICLE 4

TITLE, SURVEY, AND ZONING COMPLIANCE

4.1 Title Commitment; Review Period.
(a) Within three (3) Business Days after the Effective Date, Seller shall cause Title Company to deliver to Buyer: (i) a current commitment for an ALTA owner’s policy of title insurance (the “Title Commitment”), and (ii) legible copies of all underlying exception documents.
(b) Buyer shall have until the later of (x) the expiration of the Due Diligence Period or (y) ten (10) Business Days after receipt of the last of the Title Commitment, Survey, and exception documents (the “Title Review Period”) to object in writing to any matter shown thereon.
(c) Seller may elect to cure any timely objection by written notice to Buyer delivered within five (5) Business Days after receipt thereof. If Seller does not elect or fails to cure, Buyer may (i) waive the objection and proceed to Closing, or (ii) terminate this Agreement and receive a return of the Deposit.
(d) Failure by Buyer to object within the Title Review Period shall constitute approval of all matters shown on the Title Commitment and Survey other than Mandatory Cure Items.
(e) “Mandatory Cure Items” means (i) any deed of trust, mortgage, mechanic’s lien, judgment lien, tax lien, or other monetary encumbrance created by Seller, and (ii) any matter that may be removed by payment of a liquidated amount.

4.2 Survey. Buyer may obtain, at Buyer’s cost, a Survey certified to Buyer, Seller, and Title Company. Buyer’s objections to the Survey shall be handled pursuant to Section 4.1.

4.3 Zoning Compliance; Land-Use Approvals.
Seller represents that, to Seller’s Knowledge (as defined in Section 6.1(g)), the current zoning classification for the Property is [ZONING CLASSIFICATION]. Buyer shall be solely responsible for confirming that Buyer’s Intended Use complies with all Applicable Laws, including zoning, subdivision, signage, parking ratios, design review, and governmental permitting requirements. [// GUIDANCE: Insert contingency for Buyer’s receipt of land-use approvals if required.]

ARTICLE 5

INSPECTION; CONDITION OF PROPERTY; ENVIRONMENTAL MATTERS

5.1 Access and Inspections. During the Due Diligence Period, Buyer and its agents, contractors, and consultants (collectively, “Buyer’s Inspectors”) may enter the Property at reasonable times to conduct inspections, studies, tests, borings, and samplings (collectively, the “Inspections”), provided that:
(a) Buyer gives not less than one (1) Business Day’s prior notice to Seller;
(b) Buyer and Buyer’s Inspectors maintain commercial general liability insurance in commercially reasonable amounts naming Seller as an additional insured;
(c) All Inspections are performed in a manner that does not damage the Property or unreasonably interfere with tenants;
(d) Buyer promptly restores any physical alterations at its sole cost.

5.2 Environmental Assessments. Buyer may, at its election and cost, obtain a Phase I Environmental Site Assessment and, if recommended, a Phase II assessment. Buyer shall provide Seller with copies of all final reports. Seller makes no representation as to the completeness or accuracy of any existing environmental information provided to Buyer.

5.3 Confidentiality. All non-public information obtained by Buyer in connection with the Inspections shall be kept confidential under the Confidentiality Agreement dated [DATE] (or, if none, the confidentiality provisions of Section 7.5).

5.4 Termination During Due Diligence. Buyer may terminate this Agreement for any reason or no reason by written notice to Seller received on or before the expiration of the Due Diligence Period, whereupon the Deposit shall be refunded to Buyer and the parties shall have no further obligations except those that expressly survive termination.

5.5 AS-IS Purchase. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR THE CLOSING DOCUMENTS, BUYER AGREES TO ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND WHATSOEVER, INCLUDING WARRANTIES OF MERCHANTABILITY, HABITABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

ARTICLE 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 Closing:
(a) Authority. Seller is duly organized, validly existing, and in good standing under the laws of its formation state and is qualified to transact business in Nevada.
(b) Authorization. This Agreement has been duly authorized, executed, and delivered by Seller and constitutes a valid and binding obligation of Seller enforceable against Seller in accordance with its terms.
(c) No Violation. The execution, delivery, and performance of this Agreement by Seller do not conflict with or result in a breach of any agreement to which Seller is a party or by which Seller or the Property is bound.
(d) Title. Seller is the record owner of the Property and has full power to convey the same, free and clear of all liens except Permitted Exceptions.
(e) Litigation. Seller has not received written notice of any pending legal action or governmental proceeding relating to the Property which, if determined adversely, would materially impair Seller’s ability to perform under this Agreement.
(f) Environmental. To Seller’s Knowledge, Seller has not received written notice of any violation of Environmental Laws relating to the Property that remains uncured.
(g) “Seller’s Knowledge” means the actual knowledge of [NAME(S) AND TITLE(S)], without independent inquiry or duty of investigation.
(h) Foreign Person. Seller is not a “foreign person” for purposes of Section 1445 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 as of Closing:
(a) Authority and Authorization. Buyer is duly organized, validly existing, and in good standing under the laws of its formation state and has duly authorized the execution, delivery, and performance of this Agreement.
(b) Funds. Buyer has, or will have as of Closing, sufficient immediately available funds to pay the Purchase Price and consummate the transactions contemplated hereby.
(c) No Prohibited Person. Buyer is not, and is not acting directly or indirectly on behalf of, any person or entity with whom transactions are prohibited under any Applicable Law relating to anti-terrorism, sanctions, or anti-money laundering.

6.3 Survival and Limitations. The representations and warranties set forth in this Article 6 shall survive Closing for a period of [SURVIVAL PERIOD] months, at which time they shall automatically terminate, except for claims timely asserted in writing prior to such termination.

ARTICLE 7

COVENANTS

7.1 Seller’s Covenants. From the Effective Date 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, reasonable wear and tear excepted.
(b) New Agreements. Seller shall not enter into any 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 (not to be unreasonably withheld).
(c) Compliance. Seller shall comply with all Applicable Laws and shall not knowingly commit or permit any act that would cause a breach of Seller’s representations or warranties.

7.2 Buyer’s Covenants. Buyer shall not disclose, and shall cause Buyer’s Inspectors not to disclose, any Confidential Information except as required by law or to Buyer’s lenders, investors, or advisors who agree to be bound by confidentiality obligations.

7.3 Water Rights and Transfer. If water rights appurtenant to the Land are to be conveyed, Seller shall execute all deeds and transfer documentation required by the Nevada State Engineer to transfer such rights to Buyer at Closing.

7.4 Further Assurances. Each party shall, at the request of the other and without additional consideration, execute and deliver such further instruments and do such further acts as may be reasonably necessary to carry out the intent of this Agreement.

7.5 Confidentiality. The terms of this Agreement and all non-public information relating to the Property shall remain confidential, except to the extent disclosure is required by law, in connection with due diligence, financing, or as otherwise consented to by the other party.

ARTICLE 8

CONDITIONS PRECEDENT AND SUBSEQUENT

8.1 Buyer’s Conditions Precedent. Buyer’s obligation to close is subject to the satisfaction or written waiver of the following conditions precedent on or before the Closing Date:
(a) Title Company shall be irrevocably committed to issue the Title Policy subject only to Permitted Exceptions.
(b) Buyer shall have approved the condition of the Property pursuant to Article 5.
(c) Seller’s representations and warranties shall be true and correct in all material respects as of Closing.
(d) Seller shall have performed all covenants and obligations hereunder to be performed on or before Closing.
(e) No material adverse change shall have occurred with respect to the Property.

8.2 Seller’s Conditions Precedent. Seller’s obligation to close is subject to the satisfaction or written waiver of the following conditions precedent:
(a) Buyer shall have delivered the Cash Balance of the Purchase Price in accordance with Section 3.1.
(b) Buyer shall have performed all covenants and obligations hereunder to be performed on or before Closing.
(c) Buyer shall have delivered all documents required by Section 9.2(b).

8.3 Failure of Conditions; Termination. In the event a condition precedent is not fulfilled or waived on or before the Closing Date, the party whose obligation is subject to such condition may terminate this Agreement by notice to the other, in which event the Deposit shall be disbursed in accordance with Article 10 and the parties shall have no further obligations except those that expressly survive termination.

ARTICLE 9

CLOSING; DELIVERIES

9.1 Closing. The Closing shall occur through an escrow with Title Company on the Closing Date.

9.2 Seller’s Deliveries at Closing. Seller shall deliver (or cause to be delivered) to Title Company:
(a) Special Warranty Deed (or Grant, Bargain, and Sale Deed with Covenants) conveying the Land and Improvements subject only to the Permitted Exceptions;
(b) Bill of Sale for the Personal Property;
(c) Assignment of Leases and Rents;
(d) Assignment of Contracts, Warranties, and Permits;
(e) FIRPTA Non-Foreign Person Affidavit;
(f) Bring-down Certificate re Seller’s representations and warranties;
(g) Environmental Indemnity Agreement pursuant to Section 11.1;
(h) Any other documents reasonably required by Title Company.

9.3 Buyer’s Deliveries at Closing. Buyer shall deliver (or cause to be delivered) to Title Company:
(a) Cash Balance of the Purchase Price;
(b) Counterpart signature pages for the documents listed in Section 9.2 as applicable to Buyer;
(c) Environmental Indemnity Agreement (as indemnified party) countersigned;
(d) Evidence of Buyer’s authority to consummate the transactions contemplated hereby.

9.4 Prorations. Real estate taxes, assessments, utilities, operating expenses, rents, and other customary items shall be prorated as of 11:59 p.m. on the day preceding the Closing Date, based on the actual or estimated amounts (re-proration to occur when actual amounts are available).

9.5 Possession. Possession of the Property, subject only to Permitted Exceptions and any existing tenants, shall be delivered to Buyer upon Closing.

ARTICLE 10

DEFAULTS; REMEDIES

10.1 Seller Default. If Seller breaches or fails to perform any covenant or obligation hereunder and such default is not cured within five (5) Business Days after written notice thereof from Buyer, Buyer may, as its sole and exclusive remedies:
(a) Terminate this Agreement and receive a prompt refund of the Deposit, together with reimbursement of Buyer’s documented out-of-pocket third-party due diligence costs not to exceed [CAP ON COST REIMBURSEMENT]; or
(b) Seek specific performance of Seller’s obligations, including conveyance of the Property, it being acknowledged that the Property is unique and monetary damages may be inadequate.

10.2 Buyer Default. If Buyer breaches or fails to perform any covenant or obligation hereunder and such default is not cured within five (5) Business Days after written notice thereof from Seller, Seller may, as its sole and exclusive remedy, terminate this Agreement and receive the Deposit as liquidated damages. The parties acknowledge that Seller’s actual damages would be difficult to ascertain and that the Deposit constitutes a reasonable estimate thereof.

[// GUIDANCE: If parties desire mutual specific-performance remedies or additional damages, revise accordingly.]

10.3 Attorney Fees. The prevailing party in any action or proceeding arising out of this Agreement shall be entitled to recover its reasonable attorney fees, court costs, and expenses.

ARTICLE 11

RISK ALLOCATION

11.1 Environmental Indemnity.
(a) From and after Closing, Seller shall indemnify, defend, and hold harmless Buyer and its successors and assigns (“Indemnified Parties”) from and against any and all claims, losses, liabilities, damages, penalties, fines, costs, and expenses (including reasonable attorney fees) arising out of or resulting from (i) the presence, release, or migration of Hazardous Substances in, on, under, or emanating from the Property on or before the Closing Date, or (ii) any violation of Environmental Laws with respect to the Property on or before the Closing Date (collectively, “Environmental Liabilities”), except to the extent caused by the gross negligence or willful misconduct of an Indemnified Party.
(b) The indemnity set forth in this Section 11.1 shall survive Closing for a period of [ENVIRONMENTAL SURVIVAL PERIOD] years and shall not be subject to the Liability Cap in Section 11.2.

11.2 Limitation of Liability. Except for Seller’s obligations under Section 11.1 and its willful misconduct or fraud, Seller’s aggregate liability under this Agreement shall not exceed [LIABILITY CAP AMOUNT] U.S. Dollars (the “Liability Cap”). BUYER’S SOLE REMEDY FOR SELLER’S BREACH OF REPRESENTATIONS AND WARRANTIES SHALL BE LIMITED TO DIRECT, ACTUAL DAMAGES NOT TO EXCEED THE LIABILITY CAP, AND BUYER WAIVES ANY CLAIM FOR CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES.

[// GUIDANCE: Delete or adjust cap to “N/A” if uncapped liability is negotiated.]

11.3 Insurance. Prior to Closing, Seller shall maintain its existing property and liability insurance in commercially reasonable amounts. Buyer shall obtain replacement insurance effective as of Closing.

11.4 Risk of Loss. Risk of loss or damage to the Property by fire or other casualty or condemnation shall remain with Seller until Closing. If a material portion of the Property is damaged or condemned before Closing, Buyer may elect to (a) terminate this Agreement and receive a refund of the Deposit, or (b) proceed to Closing, in which case Seller shall assign to Buyer all insurance or condemnation proceeds.

11.5 Force Majeure. No party shall be deemed in default in the performance of its obligations hereunder (other than payment obligations) if its performance is delayed or rendered impossible by acts of God, strikes, lockouts, civil commotion, acts of war or terrorism, natural disasters, or any other cause beyond the reasonable control of such party, provided that the affected party provides prompt written notice to the other party and uses commercially reasonable efforts to resume performance.

ARTICLE 12

DISPUTE RESOLUTION

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to conflict of laws principles.

12.2 Forum Selection. Subject to Section 12.3, any action or proceeding arising out of or relating to this Agreement shall be instituted exclusively in the state courts of competent jurisdiction located in [COUNTY], Nevada, and each party irrevocably submits to the jurisdiction of such courts.

12.3 Arbitration (Optional). [OPTIONAL – STRIKE IF NOT ELECTED] Any dispute, claim, or controversy arising out of or relating to this Agreement shall, at the election of either party, be resolved by confidential, binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. Judgment on the award may be entered in any court of competent jurisdiction. Nothing herein shall preclude a party from seeking injunctive relief or specific performance in accordance with Section 10.1(b).

12.4 Jury Trial Waiver (Optional). [OPTIONAL – STRIKE IF NOT ELECTED] EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

12.5 Specific Performance. Notwithstanding anything to the contrary herein, the parties acknowledge that the Property is unique and that damages at law may be an inadequate remedy. Accordingly, each party shall have the right to compel specific performance of the other party’s obligations under this Agreement, in addition to any other remedies available at law or in equity.

ARTICLE 13

MISCELLANEOUS

13.1 Notices. All notices required or permitted under this Agreement shall be in writing and shall be deemed given when (a) delivered by hand (with signed receipt), (b) delivered by reputable overnight courier (signature required), (c) sent by certified U.S. mail, return receipt requested, postage prepaid, or (d) transmitted by email with electronic confirmation of delivery, to the addresses set forth below (or such other address as a party may designate by notice). Notices delivered after 5:00 p.m. recipient’s local time or on a non-Business Day shall be deemed delivered on the next Business Day.

13.2 Entire Agreement; Merger. This Agreement, together with the Exhibits and any documents executed in connection herewith, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous oral or written agreements. No representation, promise, or inducement not expressly set forth herein shall be binding.

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

13.4 Assignment. Buyer may not assign its rights or obligations hereunder without Seller’s prior written consent, except that Buyer may assign this Agreement without Seller’s consent to an Affiliate of Buyer or to a special-purpose entity formed by Buyer for the purpose of acquiring the Property, provided that Buyer remains liable for all obligations hereunder. Any attempted assignment in violation hereof shall be void.

13.5 Successors and Assigns. Subject to Section 13.4, this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

13.6 Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be deemed modified to the minimal extent necessary to render it valid and enforceable.

13.7 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. Electronic signatures (including via DocuSign or similar e-signature platforms) shall be deemed originals for all purposes.

13.8 Time of the Essence. Time is of the essence with respect to every provision of this Agreement.

13.9 No Third-Party Beneficiaries. Except as expressly provided herein, this Agreement is for the sole benefit of the parties hereto and their permitted successors and assigns, and nothing herein, express or implied, shall confer upon any other person any legal or equitable right.

EXECUTION BLOCK

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

SELLER:
[SELLER LEGAL NAME]
By: ____
Name: ____
Title: ____
Date: ______

BUYER:
[BUYER LEGAL NAME]
By: ____
Name: ____
Title: ____
Date: ______

[// GUIDANCE: Attach notarization blocks here if required by Title Company/Filing Office; Nevada does not require notarization for enforceability between parties, but recordable documents (deed, memorandum, etc.) will require notarization.]

EXHIBITS (List)

Exhibit A – Legal Description of the Land
Exhibit B – Form of Special Warranty Deed
Exhibit C – Bill of Sale
Exhibit D – Assignment of Leases and Rents
Exhibit E – Assignment of Contracts, Warranties, and Permits
Exhibit F – Environmental Indemnity Agreement
Exhibit G – FIRPTA Affidavit
Exhibit H – Closing Statement

[// GUIDANCE: Prepare each exhibit in final recordable/usable form prior to execution. Ensure all cross-references correspond exactly to final exhibit lettering.]

END OF AGREEMENT