COMMERCIAL PURCHASE AND SALE AGREEMENT

(New York)

[// GUIDANCE: This template is drafted under New York law for the purchase and sale of a fee-simple interest in a commercial real estate asset. Bracketed items require user customization; guidance comments can be deleted prior to execution.]

TABLE OF CONTENTS

1. Definitions
2. Purchase and Sale of the Property
3. Purchase Price; Deposit; Payment Mechanics
4. Due Diligence; Inspections; Title and Survey
5. Conditions Precedent to Closing
6. Closing; Deliveries; Prorations
7. Representations and Warranties
8. Covenants
9. Environmental Matters; Indemnification
10. Casualty and Condemnation
11. Default; Remedies
12. Risk Allocation
13. Dispute Resolution
14. Miscellaneous
15. Execution Block

ARTICLE 1

DEFINITIONS

The following terms shall have the meanings set forth below and shall apply equally to the singular and plural forms. Capitalized terms used elsewhere in this Agreement without definition shall have the meanings assigned in this Article 1.

“Affiliate” – any Person that directly or indirectly controls, is controlled by, or is under common control with, a specified Person.

“Agreement” – this Commercial Purchase and Sale Agreement, together with all Exhibits, Schedules, and the documents delivered at Closing.

“Applicable Law” – all federal, state, county, municipal, and local laws, statutes, ordinances, regulations, and codes applicable to the Property, including, without limitation, the New York Real Property Law, the New York State Environmental Conservation Law, and all zoning and land-use regulations of the [Municipality/County] in which the Property is located.

“Business Day” – any day other than a Saturday, Sunday, or legal holiday in the State of New York.

“Closing” – the consummation of the transactions contemplated by this Agreement in accordance with Article 6.

“Closing Date” – [CLOSING DATE], or such other date as the Parties may agree in writing.

“Depository” – [ESCROW AGENT NAME], or any successor escrow agent mutually acceptable to the Parties.

“Due Diligence Materials” – all materials delivered or made available by Seller to Buyer relating to the Property, including but not limited to leases, service contracts, operating statements, permits, licenses, environmental reports, zoning documents, and surveys.

“Environmental Law(s)” – any Applicable Law relating to the protection of the environment, the regulation of Hazardous Materials, or human health and safety as it relates to Hazardous Materials.

“Hazardous Materials” – any substance, material, or waste defined or regulated as hazardous or toxic under any Environmental Law, including petroleum and petroleum products.

“Person” – any individual, partnership, corporation, limited liability company, trust, governmental authority, or other legal entity.

“Property” – collectively, (a) the real property located at [PROPERTY ADDRESS / LEGAL DESCRIPTION] (the “Land”); (b) all buildings and improvements situated thereon (the “Improvements”); (c) all easements, rights, privileges, and appurtenances benefiting or belonging to the Land; (d) all tangible personal property owned by Seller and located on or used exclusively in connection with the Land (the “Personal Property”); and (e) all assignable intangible property, including warranties, licenses, permits, plans, and governmental approvals related to the foregoing (the “Intangibles”).

“Purchase Price” – [PURCHASE PRICE], subject to adjustments and prorations as provided herein.

“Survey” – an ALTA/NSPS Land Title Survey of the Property certified to Buyer, Buyer’s lender, and the Title Company.

“Title Company” – [TITLE COMPANY NAME], or any nationally-recognized title insurance company chosen by Buyer.

ARTICLE 2

PURCHASE AND SALE OF THE PROPERTY

2.1 Agreement to Convey. Subject to the terms and conditions herein, Seller agrees to sell, transfer, and convey, and Buyer agrees to purchase and accept, all of Seller’s right, title, and interest in and to the Property for the Purchase Price.

2.2 Conveyance Instrument. Title shall be conveyed by a duly-executed bargain and sale deed with covenant against grantor’s acts, in proper statutory form for recordation in the county where the Property is located (the “Deed”).

ARTICLE 3

PURCHASE PRICE; DEPOSIT; PAYMENT MECHANICS

3.1 Purchase Price. The Purchase Price shall be payable as follows:

(a) Deposit. Within two (2) Business Days after the Effective Date, Buyer shall deposit [EARNEST MONEY AMOUNT] (the “Deposit”) in immediately available funds with the Depository. The Deposit shall be (i) non-interest-bearing; (ii) applied to the Purchase Price at Closing; and (iii) non-refundable to Buyer except as expressly provided herein.

(b) Balance. Buyer shall pay the balance of the Purchase Price, adjusted by the prorations and credits described in Section 6.3, at Closing by wire transfer of immediately available federal funds to an account designated by the Depository.

[// GUIDANCE: Insert additional financing contingencies or third-party lender requirements if applicable.]

3.2 Independent Consideration. A portion of the Deposit equal to One Hundred and No/100 Dollars (US $100.00) is designated as independent consideration for Seller’s performance hereunder and shall be delivered to Seller at Closing or retained by Seller if this Agreement terminates for any reason other than Seller default.

ARTICLE 4

DUE DILIGENCE; INSPECTIONS; TITLE AND SURVEY

4.1 Due Diligence Period. Buyer shall have until 5:00 p.m. (Eastern Time) on the date that is [DUE DILIGENCE PERIOD] days after the Effective Date (the “Due Diligence Expiration Date”) to conduct all investigations deemed necessary or desirable by Buyer, in Buyer’s sole discretion, including physical inspections, environmental assessments, zoning and land-use reviews, and financial analyses.

4.2 Access Rights. From the Effective Date through Closing, Buyer and its agents shall have reasonable access to the Property upon at least twenty-four (24) hours’ prior notice to Seller, subject to the rights of any tenants and applicable safety regulations. Buyer shall (a) keep the Property free from liens arising out of Buyer’s entry, (b) repair any physical damage caused by Buyer’s inspections, and (c) carry at least Two Million Dollars (US $2,000,000.00) of commercial general liability insurance naming Seller as an additional insured.

4.3 Title Commitment and Survey.

(a) Within three (3) Business Days after the Effective Date, Buyer shall obtain, at Buyer’s expense, (i) a commitment for an owner’s policy of title insurance (the “Title Commitment”) and (ii) copies of all underlying title documents referenced therein.

(b) Seller shall cooperate in curing Title Objections (defined below). Buyer shall have until the Due Diligence Expiration Date to review the Title Commitment and Survey and provide Seller with written notice of objections (“Title Objections”). Seller shall notify Buyer within five (5) Business Days whether Seller will cure each Title Objection. Failure to respond shall be deemed refusal to cure. If Seller refuses (or is deemed to refuse) to cure any Title Objection, Buyer may elect, on or before the earlier of (i) the Due Diligence Expiration Date or (ii) three (3) Business Days after Seller’s response, either (A) to terminate this Agreement and receive a return of the Deposit, or (B) to waive such Title Objection and proceed to Closing.

4.4 Termination During Due Diligence. Buyer may terminate this Agreement for any reason or no reason by written notice to Seller on or before the Due Diligence Expiration Date, in which event the Deposit shall be returned to Buyer (less the independent consideration) and the Parties shall have no further obligations, except for those that expressly survive termination.

ARTICLE 5

CONDITIONS PRECEDENT TO CLOSING

5.1 Buyer’s Conditions Precedent. Buyer’s obligation to close is conditioned upon:

(a) Seller’s representations and warranties in Article 7 being true and correct in all material respects as of the Closing Date;
(b) Title Company being prepared to issue at Closing an ALTA owner’s policy of title insurance (or marked-up commitment) insuring Buyer’s fee-simple title to the Land and Improvements, subject only to Permitted Exceptions, in the amount of the Purchase Price;
(c) Receipt by Buyer of a “no further action” or equivalent letter satisfactory to Buyer following Buyer’s Phase I Environmental Site Assessment, or Buyer’s written waiver thereof;
(d) The Property’s current zoning classification permitting Buyer’s intended use, or Buyer’s written waiver thereof; and
(e) Performance by Seller of all obligations required under this Agreement to be performed on or before Closing.

Buyer may waive any condition precedent in whole or in part by written notice to Seller.

5.2 Seller’s Conditions Precedent. Seller’s obligation to close is conditioned upon:

(a) Buyer’s payment of the Purchase Price;
(b) Buyer’s delivery of all documents required herein to be delivered by Buyer at Closing; and
(c) Buyer’s representations and warranties being true and correct in all material respects as of the Closing Date.

ARTICLE 6

CLOSING; DELIVERIES; PRORATIONS

6.1 Closing Mechanics. Closing shall occur on the Closing Date through an escrow coordinated by the Depository in accordance with customary New York real estate escrow practices.

6.2 Seller’s Closing Deliveries. At Closing, Seller shall deliver to the Depository:

(a) The Deed, duly executed and acknowledged;
(b) A Bill of Sale for Personal Property;
(c) An Assignment and Assumption of Leases and Security Deposits;
(d) An Assignment of Intangibles;
(e) A FIRPTA non-foreign affidavit;
(f) All keys, access cards, and codes;
(g) A bring-down certificate confirming Seller’s representations and warranties; and
(h) Such other documents as the Title Company may reasonably require.

6.3 Buyer’s Closing Deliveries. At Closing, Buyer shall deliver to the Depository:

(a) The balance of the Purchase Price;
(b) A counterpart signature to the Assignment documents;
(c) Evidence of authority and good standing; and
(d) Such other documents as the Title Company may reasonably require.

6.4 Prorations and Closing Costs. All rents, real property taxes, assessments, utilities, operating expenses, and other customary items shall be prorated as of 11:59 p.m. (Eastern Time) on the day immediately preceding the Closing Date, based on the most recent available information. Seller shall pay (i) the state real estate transfer tax, (ii) the basic title insurance premium (up to standard coverage), and (iii) one-half of the Depository’s escrow fees. Buyer shall pay (a) any incremental premium for extended coverage or endorsements, (b) recording charges for the Deed, (c) Survey costs, and (d) the remaining one-half of the Depository’s escrow fees.

[// GUIDANCE: Local transfer taxes (e.g., NYC RPTT or mansion tax) are not included; add if applicable.]

ARTICLE 7

REPRESENTATIONS AND WARRANTIES

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

(a) Authority. Seller is duly formed, validly existing, and in good standing under the laws of its jurisdiction of formation and has full power to execute and perform this Agreement.
(b) Title. Seller owns fee-simple title to the Land and Improvements, free and clear of all liens and encumbrances other than Permitted Exceptions.
(c) No Conflicts. Execution of this Agreement and consummation of the transactions contemplated herein do not violate any agreement binding upon Seller.
(d) Leases. The rent roll attached hereto as Schedule 7.1(d) is true and complete.
(e) Litigation. Except as set forth on Schedule 7.1(e), there are no pending or, to Seller’s Knowledge, threatened actions or proceedings against Seller or the Property.
(f) Compliance. To Seller’s Knowledge, Seller has received no written notice of any violation of Applicable Law that remains uncured.
(g) Environmental. To Seller’s Knowledge, (i) the Property is in compliance with Environmental Laws, and (ii) no Hazardous Materials are present at the Property in violation of Environmental Laws, except as disclosed in the environmental reports delivered to Buyer.
(h) Zoning. To Seller’s Knowledge, the current zoning classification of the Property is [ZONING CLASSIFICATION] and permits [CURRENT USE].

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

(a) Authority. Buyer is duly formed, validly existing, and in good standing under the laws of its jurisdiction of formation and has full power to execute and perform this Agreement.
(b) No Conflicts. Execution of this Agreement and consummation of the transactions contemplated herein do not violate any agreement binding upon Buyer.
(c) Financial Capacity. Buyer has or will have at Closing sufficient funds to pay the Purchase Price and perform its obligations hereunder.

7.3 Survival. Seller’s representations and warranties shall survive Closing for a period of [SURVIVAL PERIOD] months. Buyer must file any claim based on breach of a representation or warranty before expiration of the survival period.

ARTICLE 8

COVENANTS

8.1 Pre-Closing Operations. From the Effective Date through Closing, Seller shall:

(a) Operate and maintain the Property in a manner consistent with Seller’s past practices;
(b) Not enter into, modify, or terminate any lease, service contract, or other agreement affecting the Property without Buyer’s prior written consent (which shall not be unreasonably withheld, conditioned, or delayed);
(c) Maintain all existing insurance coverages; and
(d) Promptly notify Buyer of any event or circumstance that would make any representation or warranty untrue or result in a Material Adverse Effect.

8.2 Confidentiality. Prior to Closing (and thereafter if this Agreement terminates), Buyer shall keep confidential all non-public information regarding the Property and Seller, except as required by law or as necessary to Buyer’s due diligence, financing, or organizational requirements.

8.3 Post-Closing Cooperation. Following Closing, Seller shall, at no cost to Seller, cooperate with Buyer and execute such additional documents reasonably requested to effectuate the intent of this Agreement.

ARTICLE 9

ENVIRONMENTAL MATTERS; INDEMNIFICATION

9.1 Environmental Indemnity.

(a) Seller’s Indemnity. Subject to Section 12.2, Seller shall indemnify, defend, and hold Buyer, its Affiliates, and their respective officers, directors, managers, members, employees, and agents (collectively, “Buyer Indemnitees”) harmless from and against any and all claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) (“Losses”) arising out of or resulting from (i) any breach of Seller’s representations in Section 7.1(g), or (ii) the presence, release, or threatened release of Hazardous Materials at, on, under, or migrating to or from the Property attributable to conditions existing on or prior to the Closing Date.

(b) Buyer’s Indemnity. Buyer shall indemnify, defend, and hold Seller, its Affiliates, and their respective officers, directors, managers, members, employees, and agents (“Seller Indemnitees”) harmless from and against any and all Losses arising out of or resulting from Buyer’s activities on the Property prior to Closing or Buyer’s ownership, operation, or use of the Property from and after Closing, except to the extent Seller remains responsible pursuant to Section 9.1(a).

[// GUIDANCE: This environmental indemnity is drafted broadly; consider narrowing scope or adding time/dollar caps as commercially negotiated.]

9.2 Environmental Inspections. Buyer shall have the right to conduct Phase I and, if recommended, Phase II environmental assessments. Buyer shall provide Seller with copies of all final environmental reports, which shall be subject to the confidentiality provisions of Section 8.2.

ARTICLE 10

CASUALTY AND CONDEMNATION

10.1 Material Casualty. If, prior to Closing, any material portion of the Property is damaged by fire or other casualty, Seller shall promptly notify Buyer. Buyer may elect, by written notice within ten (10) Business Days after receipt of Seller’s notice (and in any event prior to Closing), either (a) to terminate this Agreement and receive a return of the Deposit, or (b) to proceed to Closing, in which event Seller shall assign to Buyer all insurance proceeds (and Buyer shall receive a credit for any deductible).

10.2 Condemnation. If, prior to Closing, any condemnation or eminent domain proceeding is commenced or threatened in writing with respect to any portion of the Property, Buyer may elect the same options as set forth in Section 10.1, substituting condemnation proceeds for insurance proceeds.

ARTICLE 11

DEFAULT; REMEDIES

11.1 Buyer Default. If Buyer fails to close in breach of its obligations, Seller’s sole and exclusive remedy shall be to terminate this Agreement and retain the Deposit as liquidated damages, the Parties acknowledging that actual damages would be difficult to ascertain and the Deposit represents a reasonable estimate thereof.

11.2 Seller Default. If Seller fails to close in breach of its obligations, Buyer may elect either (a) to terminate this Agreement and receive a return of the Deposit plus reimbursement of Buyer’s out-of-pocket third-party costs not to exceed [CAP] Dollars (US $[CAP]) (the “Expense Reimbursement”), or (b) to seek specific performance of this Agreement, provided Buyer files suit within ninety (90) days after the scheduled Closing Date.

11.3 Attorney Fees. The prevailing Party in any action arising out of this Agreement shall be entitled to recover its reasonable attorney fees and court costs.

[// GUIDANCE: Replace liquidated damages with actual damages if desired; ensure enforceability under NY law.]

ARTICLE 12

RISK ALLOCATION

12.1 Limitation of Liability. Except for (i) fraud, (ii) willful misconduct, or (iii) obligations expressly stated to survive Closing without limitation, Seller’s aggregate liability to Buyer arising out of or related to this Agreement shall not exceed [LIABILITY CAP] Dollars (US $[LIABILITY CAP]).

12.2 Survival of Indemnities. All indemnification obligations herein shall survive Closing for a period of [INDEMNITY SURVIVAL] years, except as otherwise expressly provided.

12.3 Insurance. Buyer shall maintain, from and after Closing, commercial general liability insurance with limits of not less than Two Million Dollars (US $2,000,000.00) per occurrence and name Seller as an additional insured for a period of [INSURANCE SURVIVAL] years.

12.4 Force Majeure. No Party shall be liable for failure to perform under this Agreement due to acts of God, war, terrorism, epidemic, governmental action, or other events beyond the reasonable control of the affected Party; provided, however, that the affected Party shall use commercially reasonable efforts to mitigate and resume performance.

ARTICLE 13

DISPUTE RESOLUTION

13.1 Governing Law. This Agreement and all claims or disputes arising hereunder shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict-of-laws principles.

13.2 Forum Selection. The Parties irrevocably submit to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in [COUNTY] County or, if such court lacks subject matter jurisdiction, the United States District Court for the [DISTRICT] District of New York.

13.3 Specific Performance. Each Party acknowledges that monetary damages would be inadequate to compensate the other Party in the event of a breach of the obligations that expressly allow specific performance; therefore, in addition to all other remedies available at law or in equity, either Party shall be entitled to seek specific performance or injunctive relief to enforce such obligations.

13.4 Arbitration (Optional). [OPTIONAL – CHECK IF APPLICABLE] Any dispute not resolved within thirty (30) days after written notice of dispute may, at the election of both Parties, be submitted to binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The seat of arbitration shall be [CITY, STATE]. Judgment on the award may be entered in any court of competent jurisdiction.

13.5 Jury Trial Waiver (Optional). [OPTIONAL – CHECK IF APPLICABLE] EACH PARTY HEREBY VOLUNTARILY, KNOWINGLY, AND IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF THIS AGREEMENT.

ARTICLE 14

MISCELLANEOUS

14.1 Notices. All notices shall be in writing and deemed given (a) when delivered personally, (b) on the date sent by email with confirmation of receipt, provided a copy is also sent by overnight courier, or (c) one (1) Business Day after dispatch by nationally-recognized overnight courier, in each case addressed to the Parties at the addresses set forth below (or such other address as a Party may designate by notice).

14.2 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the transactions contemplated herein and supersedes all prior understandings.

14.3 Amendments; Waivers. No amendment or waiver shall be effective unless in writing and signed by the Party against whom enforcement is sought. Waiver of any provision shall not constitute waiver of any other provision.

14.4 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be construed to best effectuate the intent of the Parties.

14.5 Assignment. Buyer may not assign its rights hereunder without Seller’s prior written consent, except (a) to an Affiliate that satisfies the conditions of this Agreement, or (b) in connection with a 1031 exchange, provided Seller incurs no additional liability. Any assignment in violation of this Section 14.5 shall be void.

14.6 Successors and Assigns. Subject to Section 14.5, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

14.7 Counterparts; Electronic Signatures. This Agreement may be executed in multiple counterparts, each deemed an original, and all of which together constitute one instrument. Electronic signatures shall be deemed originals and fully enforceable.

14.8 1031 Exchange Cooperation. Either Party may consummate the transaction as part of a like-kind exchange under Section 1031 of the Internal Revenue Code. The non-exchanging Party shall cooperate at no cost or liability to the non-exchanging Party.

14.9 Time of Essence. Time is of the essence with respect to all dates and time periods set forth herein.

ARTICLE 15

EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties 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: _____

Effective Date: ___, 20_
[// GUIDANCE: Add notarization blocks if customary in the applicable county; include corporate resolutions, incumbency certificates, or other authority documents as Exhibits if required by the Title Company.]