COMMERCIAL PURCHASE AND SALE AGREEMENT
(STATE OF OKLAHOMA)
[// GUIDANCE: This template is drafted for the purchase and sale of fee-simple commercial real estate located in Oklahoma. All bracketed text should be customized or deleted before circulation. Defined terms are capitalized and cross-referenced throughout. Numbering follows a hierarchical outline for ease of amendment.]
TABLE OF CONTENTS
- Document Header
- Definitions
- Purchase and Sale; Consideration
- Earnest Money; Escrow
- Due Diligence
- Title and Survey Matters
- Representations and Warranties
- Covenants
- Conditions Precedent
- Closing
- Default; Remedies
- Risk Allocation
- Dispute Resolution
- General Provisions
- Execution Block
- Schedules & Exhibits (List)
1. DOCUMENT HEADER
Commercial Purchase and Sale Agreement (this “Agreement”) is entered into as of the Effective Date (defined below) by and between [Seller Legal Name], a [jurisdiction & entity type] (“Seller”), and [Buyer Legal Name], a [jurisdiction & entity type] (“Buyer”). Seller and Buyer are sometimes referred to individually as a “Party” and collectively as the “Parties.”
WHEREAS, Seller desires to sell and Buyer desires to purchase the Property (defined below) on the terms set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows.
2. DEFINITIONS
The following capitalized terms have the meanings set forth below and apply equally to singular and plural forms:
“Affiliate” – any entity controlling, controlled by, or under common control with a Party.
“Applicable Law” – all federal, state, county, municipal, and local statutes, ordinances, rules, regulations, and orders of governmental authorities having jurisdiction over the Property, including, without limitation, Environmental Laws and Oklahoma real estate statutes.
“Business Day” – any day other than Saturday, Sunday, or a day on which Oklahoma banking institutions are authorized or required by law to close.
“Closing” – the consummation of the transaction contemplated hereby in accordance with Section 10.
“Closing Date” – the date on which Closing occurs, scheduled for [date/time] or such other date agreed in writing.
“Deed” – a general warranty deed in recordable form conveying fee simple title to the Property subject only to the Permitted Exceptions.
“Due Diligence Period” – the period commencing on the Effective Date and expiring at [time] p.m. Central time on [date] (Section 5).
“Earnest Money” – the sum of $[amount] plus any interest accrued, deposited with the Title Company pursuant to Section 4.
“Effective Date” – the date on which the last Party signs this Agreement, as indicated on the signature pages.
“Environmental Laws” – 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.; the Oklahoma Hazardous Waste Management Act, and all similar laws, regulations, and common-law doctrines relating to the protection of human health or the environment.
“Environmental Reports” – collectively, any Phase I or Phase II environmental site assessments, compliance audits, or similar studies relating to the Property.
“Permitted Exceptions” – those exceptions to title approved or deemed approved by Buyer pursuant to Section 6.
“Property” – the real property described on Exhibit A, together with all improvements, fixtures, and appurtenant rights, including any assignable licenses, permits, entitlements, mineral rights, and intangible property used in the ownership or operation thereof.
“Purchase Price” – $[amount] payable in accordance with Section 3.2.
“Survey” – an ALTA/NSPS Land Title Survey of the Property prepared to 2021 Minimum Standard Detail Requirements.
[// GUIDANCE: Add or delete definitions to match the transaction.]
3. PURCHASE AND SALE; CONSIDERATION
3.1 Agreement to Sell and Purchase. Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, the Property, free and clear of all liens except the Permitted Exceptions, for the Purchase Price.
3.2 Purchase Price; Allocation.
(a) Purchase Price. Buyer shall pay the Purchase Price as follows:
(i) Earnest Money upon execution (Section 4); and
(ii) Remainder of the Purchase Price in immediately available U.S. funds at Closing.
(b) Allocation. The Parties shall allocate the Purchase Price among the assets in accordance with Section 1060 of the Internal Revenue Code and mutually executed IRS Form 8594.
3.3 Independent Contract Consideration. In addition to the Earnest Money, Buyer shall pay $100.00 to Seller as independent consideration for Seller’s execution of this Agreement, non-refundable to Buyer under any circumstance.
4. EARNEST MONEY; ESCROW
4.1 Deposit. Within two (2) Business Days after the Effective Date, Buyer shall deposit the Earnest Money with [Title Company Name & contact] (the “Title Company”) to be held in escrow in an interest-bearing account.
4.2 Disposition. The Earnest Money shall be applied to the Purchase Price at Closing, or disbursed as provided in this Agreement. If Buyer timely terminates this Agreement pursuant to any express contingency, the Earnest Money shall be refunded to Buyer, less $100 independent consideration to Seller.
4.3 Default. Upon a Party’s default, the Title Company shall disburse the Earnest Money pursuant to Section 11.
[// GUIDANCE: Escrow instructions should be delivered separately to the Title Company.]
5. DUE DILIGENCE
5.1 Access. Subject to at least twenty-four (24) hours’ prior notice and Seller’s reasonable security protocols, Buyer and its agents may enter the Property during the Due Diligence Period to conduct inspections, tests, surveys, and studies. Buyer shall restore the Property and indemnify Seller against claims arising from Buyer’s entry.
5.2 Document Delivery. Within five (5) Business Days after the Effective Date, Seller shall provide to Buyer copies of:
(a) title policies, surveys, and as-built plans;
(b) all leases, contracts, and reciprocal easement agreements;
(c) Environmental Reports in Seller’s possession;
(d) certificates of occupancy, zoning letters, variance approvals; and
(e) real estate tax bills and utility statements for the prior three (3) years.
5.3 Environmental Inspection.
(a) Phase I ESA. Buyer may obtain, at Buyer’s sole cost, a Phase I ESA conforming to ASTM E1527-21.
(b) Invasive Testing. Invasive testing (e.g., Phase II) requires Seller’s prior written consent, not to be unreasonably withheld.
(c) Notice of Release. If Buyer discovers a reportable release of Hazardous Materials, Buyer shall promptly notify Seller and all applicable governmental authorities as required by Environmental Laws.
5.4 Zoning & Land-Use. Buyer may confirm, at its expense, that current zoning permits Buyer’s intended use. Seller shall reasonably cooperate, at no cost, with Buyer’s zoning confirmation efforts.
5.5 Termination. Buyer may terminate this Agreement for any reason by delivering written notice to Seller and Title Company on or before expiration of the Due Diligence Period, whereupon the Earnest Money (less independent consideration) shall be refunded to Buyer and neither Party shall have further liability except for surviving provisions.
6. TITLE AND SURVEY MATTERS
6.1 Title Commitment. Within five (5) Business Days after the Effective Date, Seller shall cause the Title Company to issue a current commitment for an owner’s policy of title insurance (the “Commitment”) in the amount of the Purchase Price.
6.2 Buyer Review. 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 Commitment and Survey (the “Title Review Period”) to deliver written notice of title or survey objections (“Title Objection Notice”).
6.3 Seller Cure. Seller shall have until three (3) Business Days prior to Closing to cure Buyer’s timely objections. Seller need not cure Permitted Exceptions or any monetary lien voluntarily created by Buyer. If Seller fails or elects not to cure, Buyer may (a) waive the objection and proceed to Closing, or (b) terminate this Agreement and receive a refund of the Earnest Money.
6.4 Title Policy. At Closing, the Title Company shall issue to Buyer an ALTA owner’s policy insuring fee simple title to the Property, subject only to the Permitted Exceptions, with extended coverage and standard endorsements customarily issued in Oklahoma, at Buyer’s cost.
7. REPRESENTATIONS AND WARRANTIES
7.1 Mutual. Each Party represents and warrants that:
(a) it is duly organized, validly existing, and in good standing under the laws of its formation;
(b) it has full power and authority to execute and perform this Agreement;
(c) this Agreement constitutes a legally binding obligation, enforceable against it in accordance with its terms.
7.2 Seller’s Representations. Seller further represents and warrants to Buyer that, as of the Effective Date and as of Closing:
(a) Title. Seller is the sole owner of the Property and has not previously conveyed any interest therein except as recorded in the land records.
(b) No Condemnation. To Seller’s Knowledge, no condemnation or eminent domain proceeding is pending or threatened.
(c) Compliance with Laws. Seller has received no written notice of violation of Applicable Law, including Environmental Laws or zoning ordinances, that remains uncured.
(d) Hazardous Materials. Seller has not received written notice of any release, spill, or disposal of Hazardous Materials on, under, or migrating to the Property in violation of Environmental Laws.
(e) Leases & Contracts. All leases and service contracts affecting the Property are set forth on Schedule 7.2(e), are in full force, and Seller is not in default thereunder.
7.3 Survival and Limitations. Seller’s representations and warranties shall survive Closing for a period of [12–24] months (“Survival Period”). Seller’s aggregate liability for breaches shall not exceed the Cap set forth in Section 12.3.
7.4 No Reliance; As-Is. Except for Seller’s express representations herein and in the Deed, Buyer acknowledges that it is purchasing the Property “AS-IS, WHERE-IS, WITH ALL FAULTS.” Buyer expressly disclaims reliance on any statement not contained in this Agreement or the Closing documents.
[// GUIDANCE: In Oklahoma, an as-is clause coupled with opportunity for inspection is generally enforceable, but fraud and intentional misrepresentation cannot be waived.]
8. COVENANTS
8.1 Affirmative Covenants of Seller. Between the Effective Date and Closing, Seller shall:
(a) operate and maintain the Property in substantially the same manner as prior to the Effective Date;
(b) maintain existing insurance coverage;
(c) perform obligations under leases and contracts;
(d) provide prompt notice to Buyer of any material event affecting the Property.
8.2 Negative Covenants of Seller. Without Buyer’s prior written consent, Seller shall not:
(a) amend or enter into any lease, easement, or contract affecting the Property that cannot be terminated at Closing without penalty;
(b) transfer or encumber the Property;
(c) apply for zoning changes or variances;
(d) settle any tax or assessment proceeding.
8.3 Environmental Covenant. From and after Closing, Buyer shall not use or permit the Property to be used in violation of Environmental Laws and shall promptly remediate any release caused by Buyer.
9. CONDITIONS PRECEDENT
9.1 Buyer’s Conditions. Buyer’s obligation to close is conditioned upon:
(a) Title Company’s readiness to issue the Title Policy;
(b) receipt and approval of the Survey;
(c) truth of Seller’s representations as of Closing;
(d) Seller’s performance of covenants;
(e) absence of a material adverse change to the Property;
(f) delivery of closing deliverables under Section 10.3.
9.2 Seller’s Conditions. Seller’s obligation to close is conditioned upon Buyer’s timely deposit of the Purchase Price, performance of Buyer’s covenants, and delivery of closing deliverables.
9.3 Failure of Condition. A Party may waive in writing any condition. If a condition fails and is not waived, the Party benefited may terminate this Agreement and receive the Earnest Money (if Buyer) or retain it as liquidated damages (if Seller) as provided in Section 11.
10. CLOSING
10.1 Time and Place. Closing shall occur on the Closing Date through escrow with the Title Company, or at such other time or place as the Parties may agree.
10.2 Prorations. Real estate taxes, rents, utilities, and operating expenses shall be prorated as of 11:59 p.m. the day preceding Closing, based on the most recent available information. Post-Closing reprorations shall be made within ninety (90) days of receipt of final bills.
10.3 Seller’s Closing Deliverables.
(a) duly executed Deed;
(b) bill of sale for personal property;
(c) assignment and assumption of leases and contracts;
(d) owner’s affidavit and gap indemnity acceptable to the Title Company;
(e) FIRPTA affidavit;
(f) resignation letters and records, if property is held in a single-purpose entity being conveyed;
(g) keys and access codes.
10.4 Buyer’s Closing Deliverables.
(a) balance of the Purchase Price;
(b) countersigned assignment and assumption documents;
(c) evidence of authority;
(d) such additional documents as the Title Company reasonably requires.
10.5 Post-Closing Matters. Within a reasonable period after Closing, the Parties shall cooperate in transferring utilities, notifying tenants, and delivering any inadvertently omitted documents.
11. DEFAULT; REMEDIES
11.1 Buyer Default. If Buyer defaults and fails to cure within five (5) Business Days after written notice, Seller’s sole remedy shall be to retain the Earnest Money as liquidated damages, the Parties acknowledging the difficulty of determining actual damages.
11.2 Seller Default. If Seller defaults and fails to cure within five (5) Business Days after written notice, Buyer may:
(a) terminate this Agreement and receive a refund of the Earnest Money plus reimbursement of actual third-party costs not to exceed $[Cap]; or
(b) seek specific performance of this Agreement. Buyer waives all other monetary damages except as provided in Section 12.
11.3 Attorney Fees. The prevailing Party in any action arising under this Agreement shall be entitled to reasonable attorney fees and costs.
[// GUIDANCE: Oklahoma allows contractual attorney fee shifting in civil actions, 12 O.S. § 936.]
12. RISK ALLOCATION
12.1 Environmental Indemnity. Seller shall indemnify, defend, and hold Buyer harmless from and against all claims, liabilities, losses, and costs (including remediation and attorney fees) arising from (a) the presence, release, or disposal of Hazardous Materials at, on, or under the Property attributable to pre-Closing conditions, or (b) Seller’s breach of Environmental Laws, except to the extent caused by Buyer. This indemnity survives Closing for [indemnity survival period, e.g., 5 years], is not subject to the Cap, and is secured by a post-Closing escrow or environmental insurance policy as per Exhibit B.
12.2 Buyer Indemnity. Buyer shall indemnify Seller for claims arising from Buyer’s inspections or post-Closing ownership and operation of the Property, except to the extent Seller is obligated to indemnify Buyer.
12.3 Liability Cap. Except for (i) fraud, (ii) willful misconduct, (iii) Seller’s environmental indemnity, and (iv) post-Closing prorations, Seller’s aggregate liability shall not exceed $[amount or percentage of Purchase Price] (the “Cap”).
12.4 Insurance. Buyer shall obtain, effective as of Closing, commercial general liability insurance in an amount not less than $[amount] per occurrence, naming Seller as an additional insured for claims arising before Closing.
12.5 Force Majeure. Neither Party shall be liable for failure to perform due to acts of God, governmental actions, or other events beyond its reasonable control, provided the affected Party gives prompt notice and resumes performance upon cessation.
13. DISPUTE RESOLUTION
13.1 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Oklahoma, without regard to conflict-of-laws principles.
13.2 Forum Selection. Exclusive venue shall lie in the state courts of [County], Oklahoma (and, if federal jurisdiction exists, the U.S. District Court for the Western District of Oklahoma).
13.3 Arbitration (Optional). If the Parties initial below, any dispute shall be resolved by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules.
[ ] Buyer [ ] Seller (Initial to Opt-In)
13.4 Jury Trial Waiver (Optional). TO THE EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ITS RIGHT TO A TRIAL BY JURY.
[ ] Buyer [ ] Seller (Initial to Opt-In)
13.5 Specific Performance; Injunctive Relief. The Parties acknowledge that the Property is unique and agree that specific performance is an appropriate remedy for breach under Section 11.2(b), in addition to injunctive relief to enforce covenants.
14. GENERAL PROVISIONS
14.1 Notices. All notices must be in writing and delivered (a) by personal delivery, (b) nationally recognized overnight courier, or (c) email with confirmation of receipt, to the addresses set forth below each Party’s signature. Notice is deemed given upon delivery or, for email, upon confirmation.
14.2 Amendment; Waiver. No amendment or waiver is effective unless in writing signed by the Party against whom enforcement is sought. Waiver of a breach is not waiver of any other breach.
14.3 Assignment. Buyer may assign this Agreement to an Affiliate upon written notice to Seller, provided Buyer remains liable. Any other assignment requires Seller’s consent, not to be unreasonably withheld.
14.4 Successors and Assigns. This Agreement binds and benefits the Parties and their respective successors and permitted assigns.
14.5 Severability. If any provision is held invalid, the remaining provisions shall remain in full force, and the invalid provision shall be reformed to the minimum extent necessary to achieve its intent.
14.6 Integration. This Agreement, together with the Schedules and Exhibits, constitutes the entire agreement and supersedes all prior understandings relating to its subject matter.
14.7 Counterparts; Electronic Signatures. This Agreement may be executed in multiple counterparts, each of which is deemed an original. Signatures transmitted electronically or by DocuSign constitute originals.
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]
By: _____
Name: _____
Title: ____
Date: ____
BUYER:
[Buyer Legal Name]
By: _____
Name: _____
Title: ____
Date: ____
[Seal, if required]
Notary Acknowledgment (Oklahoma)
[// GUIDANCE: Insert statutory notary certificate per 49 O.S. § 112.]
16. SCHEDULES & EXHIBITS
Exhibit A Legal Description of Property
Exhibit B Environmental Escrow / Insurance Terms
Exhibit C Form of Deed
Exhibit D Form of Assignment and Assumption of Leases & Contracts
Schedule 7.2(e) Existing Leases and Contracts
Schedule 10.2 Proration Worksheet
[// GUIDANCE: Attach or draft each referenced schedule/exhibit before Closing.]
END OF DOCUMENT