PURCHASE AND SALE AGREEMENT

(Commercial Real Estate – Rhode Island)

[// GUIDANCE: This template is intentionally comprehensive. Remove bracketed guidance and customize bracketed placeholders (“[ ]”) before circulation.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Purchase and Sale of the Property
4. Purchase Price; Deposits; Allocation of Consideration
5. Title and Survey Matters
6. Due Diligence; Property Information; Zoning
7. Closing
8. Representations and Warranties
9. Covenants
10. Environmental Matters and Indemnification
11. Conditions Precedent
12. Default; Remedies
13. Risk Allocation
14. Dispute Resolution
15. General Provisions
16. Execution Block
17. Exhibits & Schedules

1. DOCUMENT HEADER

PURCHASE AND SALE AGREEMENT (“Agreement”) made and entered into as of [Effective Date] (“Effective Date”), by and between [Seller’s Legal Name], a [State and Entity Type] (“Seller”), and [Buyer’s Legal Name], a [State and Entity Type] (“Buyer”).

Recitals

A. Seller is the owner of that certain real property located at [Street Address, City/Town], Rhode Island, together with all improvements and appurtenances thereto (collectively, the “Property”).
B. Buyer desires to purchase and Seller desires to sell the Property upon the terms and conditions set forth herein.
C. The parties enter into this Agreement for valuable consideration, the receipt and sufficiency of which are acknowledged.

NOW, THEREFORE, in consideration of the mutual covenants herein and for other good and valuable consideration, the parties agree as follows:

2. DEFINITIONS

The following terms shall have the meanings set forth below, and shall apply equally to the singular and plural forms. Capitalized terms used but not defined elsewhere in this Agreement shall have the meanings ascribed in this Section.

“Adjustment Date” – As defined in Section 7.4.
“Affiliate” – With respect to any Person, another Person that controls, is controlled by, or is under common control with such Person.
“Applicable Law” – All federal, state, county, municipal, and local statutes, codes, ordinances, rules, regulations, and judicial or administrative orders applicable to the Property or the transactions contemplated hereby, including without limitation all Rhode Island real estate, zoning, building, environmental, and tax laws.
“Business Day” – Any day other than Saturday, Sunday, or a day on which Rhode Island state-chartered banks are authorized or required to close.
“Closing” – The consummation of the purchase and sale transaction contemplated by this Agreement, as described in Section 7.
“Closing Date” – The date on which Closing occurs, as determined pursuant to Section 7.1.
“Deposit” – The earnest money deposit(s) described in Section 4.2.
“Environmental Laws” – All Applicable Law relating to pollution, protection of the environment, or Hazardous Substances.
“Escrow Agent” – [Title/Escrow Company], or such other reputable escrow holder approved by both parties.
“Force Majeure Event” – As defined in Section 13.4.
“Hazardous Substances” – Any substance regulated under Environmental Laws, including without limitation petroleum and petroleum products, asbestos, PCBs, mold, and lead-based paint.
“Inspection Period” – The period described in Section 6.1 during which Buyer may conduct due diligence investigations.
“Permitted Exceptions” – Those title exceptions approved or deemed approved by Buyer in accordance with Section 5.
“Person” – Any individual, corporation, partnership, limited liability company, trust, estate, governmental authority, or other entity.
“Purchase Price” – The total consideration for the Property set forth in Section 4.1.
“Specific Performance” – The equitable remedy preserved in Section 12.3(a).
“Title Company” – [Title Insurance Underwriter] licensed in Rhode Island.

[// GUIDANCE: Add or delete defined terms to fit the negotiated deal.]

3. PURCHASE AND SALE OF THE PROPERTY

3.1 Sale. Subject to the terms and conditions herein, Seller agrees to sell, and Buyer agrees to purchase, the Property, together with:
(a) all buildings, structures, fixtures, and other improvements located thereon (“Improvements”);
(b) all rights, privileges, easements, hereditaments, and appurtenances belonging or pertaining thereto;
(c) all mineral, water, and riparian rights (if any) owned by Seller and allocable to the Property;
(d) all leases, licenses, rental agreements, and other occupancy agreements affecting the Property in effect as of Closing (“Leases”); and
(e) all Tangible Personal Property and Intangible Property (each as defined below) owned by Seller and used exclusively in connection with the operation of the Property.

3.2 Tangible Personal Property. All machinery, equipment, tools, furniture, and other personal property located at and used exclusively in the ownership, operation, or maintenance of the Property, excluding any property owned by tenants (“Tangible Personal Property”).

3.3 Intangible Property. All assignable warranties, guaranties, licenses, permits, plans, specifications, trade names, and other intangibles relating exclusively to the Property (“Intangible Property”).

4. PURCHASE PRICE; DEPOSITS; ALLOCATION OF CONSIDERATION

4.1 Purchase Price. The purchase price for the Property shall be [Dollar Amount in Words] Dollars ($[Numeric]) (“Purchase Price”), payable as follows:

(a) Deposit. Buyer shall deliver to Escrow Agent an earnest money deposit of [Dollar Amount] within two (2) Business Days after the Effective Date (the “Initial Deposit”). Upon expiration of the Inspection Period without termination, Buyer shall deliver an additional deposit of [Dollar Amount] (the “Additional Deposit”). The Initial Deposit and Additional Deposit, together with all interest earned thereon, are collectively the “Deposit.”

(b) Balance. The balance of the Purchase Price, subject to prorations and adjustments set forth herein, shall be paid by wire transfer of immediately available federal funds at Closing.

4.2 Deposit Disposition. The Deposit shall be held in escrow in an interest-bearing account. If the transaction closes, the Deposit shall be applied to the Purchase Price. If this Agreement is terminated in accordance with its terms, the Deposit shall be disbursed as provided herein.

4.3 Independent Consideration. [Optional – insert nominal amount] of the Deposit shall be non-refundable independent consideration to support Buyer’s right to inspect and potentially terminate this Agreement, and shall be delivered to Seller in all events.

4.4 Allocation of Consideration. At least five (5) days prior to Closing, the parties shall mutually agree upon an allocation of the Purchase Price among the land, Improvements, Tangible Personal Property, and Intangible Property in accordance with Section 1060 of the Internal Revenue Code and the Treasury Regulations thereunder. Absent agreement, the allocation proposed by Buyer shall control.

5. TITLE AND SURVEY MATTERS

5.1 Title Commitment. Within five (5) Business Days after the Effective Date, Seller shall cause the Title Company to deliver to Buyer (i) a current commitment for an ALTA owner’s policy of title insurance (“Title Commitment”) in the amount of the Purchase Price, and (ii) legible copies of all underlying documents referenced therein.

5.2 Survey. Buyer may, at Buyer’s sole cost, obtain an ALTA/NSPS Land Title Survey of the Property (“Survey”) compliant with Rhode Island standards.

5.3 Title Review. Buyer shall have until the later of (i) ten (10) Business Days after receipt of the last-delivered Title Commitment, exception documents, and Survey, or (ii) the end of the Inspection Period (the “Title Review Period”) to object in writing to any defect, lien, encumbrance, or other exception (“Title Objection Notice”). Seller may elect to cure such objections within five (5) Business Days; failure to respond shall be deemed an election not to cure. If Seller fails or elects not to cure, Buyer may (a) waive such objections and proceed to Closing, or (b) terminate this Agreement and receive a refund of the Deposit.

5.4 Permitted Exceptions. Any matters of record not timely objected to, or waived by Buyer, shall be “Permitted Exceptions.” At Closing, Seller shall convey to Buyer good and marketable fee simple title to the Property, subject only to the Permitted Exceptions.

5.5 Owner’s Policy. At Closing, Seller shall cause the Title Company to issue to Buyer an ALTA owner’s policy of title insurance in the amount of the Purchase Price, insuring Buyer’s fee simple title to the Property, subject only to Permitted Exceptions and otherwise in commonly accepted form for commercial transactions in Rhode Island (“Owner’s Policy”). Seller shall pay the cost of the premium for a standard coverage policy; any extended coverage or endorsements shall be at Buyer’s cost.

[// GUIDANCE: Rhode Island law does not require a particular form of deed for commercial conveyances; warranty deeds are customary, but parties occasionally elect quitclaim deeds. Modify Section 7.2 accordingly.]

6. DUE DILIGENCE; PROPERTY INFORMATION; ZONING

6.1 Inspection Period. Buyer shall have [Number] days commencing on the Effective Date (“Inspection Period”) to enter upon the Property and conduct any inspections, tests, studies, and investigations deemed necessary or desirable by Buyer, including but not limited to structural, mechanical, environmental (Phase I and, if warranted, Phase II), zoning, and financial due diligence.

6.2 Access; Indemnity. Buyer and Buyer’s agents shall have reasonable access to the Property during normal business hours upon at least twenty-four (24) hours’ prior notice, subject to the rights of tenants. Buyer shall (i) conduct all inspections so as not to unreasonably interfere with tenants or Seller’s operations, (ii) restore any damage caused, and (iii) indemnify Seller from claims arising from Buyer’s entry, except to the extent resulting from Seller’s gross negligence or willful misconduct.

6.3 Delivery of Documents. Within five (5) Business Days after the Effective Date, Seller shall deliver to Buyer copies of all documents in Seller’s possession or control relating to the Property, including without limitation:
(a) Leases and rent rolls;
(b) Service contracts;
(c) Existing survey and title policies;
(d) Environmental reports, permits, and correspondence;
(e) Zoning compliance certificates or letters;
(f) Certificates of occupancy;
(g) Real estate and personal property tax bills for the prior three (3) years;
(h) Utility information and operating statements for the prior three (3) years.

6.4 Zoning Compliance. Seller represents that, to Seller’s Knowledge, the current use of the Property is a lawful conforming use under Applicable Law. Buyer shall, at Buyer’s option, obtain a current zoning compliance letter from the applicable municipal zoning officer confirming such status. Any non-conformity or zoning violation not waived by Buyer prior to the expiration of the Inspection Period shall constitute a Title Objection under Section 5.3.

6.5 Termination During Inspection Period. Buyer may terminate this Agreement for any or no reason prior to the expiration of the Inspection Period by written notice to Seller, in which event the Deposit (less independent consideration) shall be returned to Buyer, and neither party shall have further obligation hereunder (except for indemnities and obligations expressly stated to survive).

7. CLOSING

7.1 Closing Date. Closing shall occur on [Date], or such earlier date as the parties may mutually agree, through an escrow closing administered by Escrow Agent. If such date is not a Business Day, Closing shall occur on the next Business Day.

7.2 Conveyance Instruments. At Closing, Seller shall deliver:
(a) A duly executed warranty deed (or such other form of deed as agreed) conveying title to Buyer, subject only to Permitted Exceptions;
(b) A Bill of Sale conveying the Tangible Personal Property;
(c) Assignment of Leases and Security Deposits;
(d) Assignment of Intangible Property;
(e) FIRPTA affidavit;
(f) Certificate of Non-Foreign Status;
(g) Rhode Island transfer tax return and any municipal real estate conveyance return;
(h) Evidence of corporate/organizational authority and good standing;
(i) All keys, codes, and combinations to the Property.

7.3 Buyer Deliveries. At Closing, Buyer shall deliver:
(a) The Purchase Price (less Deposit) via wire transfer;
(b) Assumption of Leases and Intangible Property;
(c) Evidence of authority and good standing;
(d) Any additional customary documents reasonably requested by the Title Company.

7.4 Prorations and Adjustments. Real property taxes, rents, prepaid expenses, operating expenses, utility charges, and other items normally prorated in commercial real estate transactions in Rhode Island shall be prorated as of 11:59 p.m. on the day preceding the Closing Date (the “Adjustment Date”). Supplemental or “rollback” taxes attributable to periods prior to the Adjustment Date shall be the responsibility of Seller.

7.5 Closing Costs.
(a) Seller shall pay: (i) Documentary stamp/transfer taxes imposed by the State of Rhode Island and any municipality; (ii) Seller’s share of escrow fees; (iii) cost of deed preparation; and (iv) premium for a standard coverage Owner’s Policy.
(b) Buyer shall pay: (i) recording fees; (ii) any extended coverage or endorsements to the Owner’s Policy; (iii) Survey costs; and (iv) Buyer’s share of escrow fees.
(c) Each party shall bear its own attorneys’ fees.

8. REPRESENTATIONS AND WARRANTIES

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

(a) Authority. Seller is duly organized, validly existing, and in good standing under the laws of its state of formation and is qualified to transact business in Rhode Island. This Agreement has been duly authorized, executed, and delivered by Seller and constitutes a valid and binding obligation enforceable against Seller.

(b) Title. Seller owns good and marketable fee simple title to the Property, free and clear of liens except as may be set forth in the Title Commitment.

(c) Leases. The rent roll delivered pursuant to Section 6.3 is true, correct, and complete in all material respects. There are no tenant defaults to Seller’s Knowledge.

(d) Litigation. No litigation, arbitration, administrative proceeding, or governmental investigation is pending or, to Seller’s Knowledge, threatened against Seller or the Property that would materially impair Seller’s ability to perform its obligations hereunder or materially adversely affect the Property.

(e) Compliance with Laws. Seller has not received written notice of any uncured violation of Applicable Law, including zoning, health, safety, or Environmental Laws.

(f) Hazardous Substances. Except as disclosed in the environmental reports delivered to Buyer, Seller has not generated, stored, or released Hazardous Substances on, under, or about the Property in violation of Environmental Laws.

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

[// GUIDANCE: “Knowledge” should be defined; consider adding a definition limiting it to the actual knowledge of specified individuals without duty of inquiry.]

8.2 Survival. Seller’s representations and warranties shall survive Closing for a period of [12–24] months (“Survival Period”). Any claim based thereon must be asserted in writing before expiration of the Survival Period.

8.3 Buyer’s Representations and Warranties. Buyer represents and warrants to Seller that:

(a) Authority. Buyer is duly organized, validly existing, and in good standing under the laws of its state of formation and is qualified to transact business in Rhode Island. This Agreement has been duly authorized, executed, and delivered by Buyer and constitutes a valid and binding obligation enforceable against Buyer.

(b) No Bankruptcy. No petition in bankruptcy (voluntary or involuntary) is pending against Buyer, nor has Buyer ever been insolvent or made an assignment for the benefit of creditors.

(c) Source of Funds. Buyer will have sufficient funds available at Closing to pay the Purchase Price and consummate the transaction.

9. COVENANTS

9.1 Seller’s Covenants Prior to Closing. Seller shall:

(a) Operate and maintain the Property in substantially the same manner as before the Effective Date, reasonable wear and tear excepted;
(b) Maintain all existing insurance coverage (or comparable coverage) on the Property;
(c) Not enter into any new lease, contract, or agreement, or modify or terminate any existing Lease, without Buyer’s prior written consent (not to be unreasonably withheld, conditioned, or delayed);
(d) Comply with all Applicable Law and promptly notify Buyer of any actual or threatened violation or litigation;
(e) Provide Buyer with prompt written notice of any casualty, condemnation, or material adverse change affecting the Property.

9.2 Buyer’s Covenants. Buyer shall:

(a) Maintain all information obtained during due diligence as confidential (subject to customary exceptions);
(b) Not contact tenants, governmental authorities, or third-party service providers regarding the Property without Seller’s prior reasonable notice;
(c) Cooperate with Seller in obtaining any required third-party consents.

9.3 Post-Closing Covenant. Seller shall reasonably cooperate with Buyer (at no cost to Seller) for ninety (90) days after Closing to transfer licenses, permits, and utility accounts.

10. ENVIRONMENTAL MATTERS AND INDEMNIFICATION

10.1 Environmental Indemnity. From and after Closing, Seller shall indemnify, defend, and hold harmless Buyer, its successors, and assigns from and against any and all losses, damages, liabilities, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) arising out of or resulting from (a) the presence, release, or threatened release of Hazardous Substances on, under, or about the Property prior to Closing in violation of Environmental Laws; or (b) any breach of Seller’s representations, warranties, or covenants regarding environmental matters.

10.2 Buyer’s Environmental Indemnity. From and after Closing, Buyer shall indemnify, defend, and hold harmless Seller from and against any and all losses arising out of or resulting from (a) the presence, release, or threatened release of Hazardous Substances on, under, or about the Property first occurring after Closing; or (b) Buyer’s breach of its obligations regarding environmental matters.

10.3 Scope and Survival. The indemnities in this Section 10 shall survive Closing indefinitely, except that claims based on breach of environmental representations and warranties must be asserted within the Survival Period.

[// GUIDANCE: Rhode Island imposes strict, joint, and several liability for certain environmental conditions. Consider a separate stand-alone Environmental Indemnity Agreement for lender or investor requirements.]

11. CONDITIONS PRECEDENT

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

(a) All representations and warranties of Seller being true and correct in all material respects as of Closing;
(b) Seller’s performance of all covenants and obligations to be performed on or before Closing;
(c) Issuance of the Owner’s Policy subject only to Permitted Exceptions;
(d) Absence of any material adverse change to the Property or its operations;
(e) Receipt of estoppel certificates from tenants covering at least [percentage]% of occupied rentable area in a form reasonably acceptable to Buyer;
(f) Buyer’s receipt and approval of a Phase I ESA (and Phase II, if applicable) evidencing no material environmental concerns not previously disclosed;
(g) Buyer’s receipt of a zoning compliance letter confirming lawful conforming use (or satisfactory waiver thereof).

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

(a) All representations and warranties of Buyer being true and correct in all material respects as of Closing;
(b) Buyer’s performance of its covenants and obligations;
(c) Receipt of Purchase Price in immediately available funds.

12. DEFAULT; REMEDIES

12.1 Buyer’s Default. If Buyer (a) fails to perform any material obligation at or prior to Closing and (b) such failure continues for five (5) Business Days after written notice from Seller (except for failure to fund at Closing, which shall not require notice), Seller may, as its sole and exclusive remedy, terminate this Agreement and retain the Deposit as liquidated damages, the parties acknowledging that Seller’s actual damages would be difficult to ascertain and that the Deposit represents a reasonable estimate thereof. [Optional: add specific performance remedy for Seller if negotiated.]

12.2 Seller’s Default. If Seller breaches this Agreement or fails to perform any material obligation, and such breach continues for five (5) Business Days after written notice from Buyer, Buyer may (a) terminate this Agreement and receive the return of the Deposit and reimbursement of Buyer’s documented out-of-pocket third-party costs not to exceed [Cap Amount], or (b) seek Specific Performance of this Agreement. Buyer’s right to recover damages in lieu of Specific Performance is limited to reimbursement of such costs.

12.3 Specific Performance. The parties acknowledge that the Property is unique and that money damages may be inadequate. Accordingly:
(a) Buyer shall be entitled to seek Specific Performance to compel Seller to convey the Property in accordance herewith;
(b) Seller agrees to waive the defense of adequacy of monetary damages;
(c) In the event the equitable remedy of Specific Performance is unavailable due solely to Seller’s intentional act, Buyer may pursue all remedies at law or in equity.

13. RISK ALLOCATION

13.1 Insurance. Until Closing, Seller shall maintain all risk property insurance in commercially reasonable amounts, naming Buyer as an additional insured (or by endorsement) upon Buyer’s request.

13.2 Casualty. If, prior to Closing, the Property is damaged by casualty to the extent of (i) damage in excess of [Threshold Amount or % of Purchase Price], or (ii) material impairment of access or use, Buyer may terminate this Agreement and receive a refund of the Deposit, or elect to proceed, in which event Seller shall assign to Buyer all insurance proceeds and the Purchase Price shall be reduced by any deductible.

13.3 Condemnation. If, prior to Closing, any material portion of the Property is condemned or is the subject of a pending condemnation proceeding, Buyer may terminate this Agreement and receive a refund of the Deposit, or elect to proceed with the Purchase Price reduced by the condemnation award (or assignment thereof).

13.4 Force Majeure. Neither party shall be liable for failure or delay in performance caused by events beyond its reasonable control, including acts of God, terrorism, pandemics, governmental orders, labor shortages, or supply chain disruptions (each, a “Force Majeure Event”); provided, however, that financial inability shall not constitute a Force Majeure Event. Deadlines shall be extended day-for-day for the duration of any Force Majeure Event, not to exceed thirty (30) days in the aggregate.

13.5 Limitation of Liability. Except for (i) fraud, (ii) willful misconduct, or (iii) obligations under the indemnities in Sections 6.2 and 10, the aggregate liability of either party under this Agreement shall not exceed [Cap Amount or “the Purchase Price”].

14. DISPUTE RESOLUTION

14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Rhode Island, without regard to conflicts-of-law principles.

14.2 Forum Selection. Each party irrevocably submits to the exclusive jurisdiction of the state courts of competent jurisdiction located in [County], Rhode Island (and, if jurisdiction exists, the federal courts sitting in Providence, Rhode Island) for any suit, action, or proceeding arising out of or relating to this Agreement.

14.3 Arbitration. [OPTIONAL – Insert if selected in metadata] Any dispute not resolved by negotiation within thirty (30) days shall be submitted to binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall be conducted in [City, Rhode Island] before a panel of three (3) neutral arbitrators who are experienced real estate attorneys. Judgment on the award may be entered in any court of competent jurisdiction.

14.4 Jury Trial Waiver. [OPTIONAL – Insert if selected in metadata] EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

14.5 Injunctive Relief. Notwithstanding the foregoing, either party may seek temporary, preliminary, or permanent injunctive relief, including Specific Performance, in any court of competent jurisdiction to enforce or protect its rights pending arbitration or litigation.

15. GENERAL PROVISIONS

15.1 Notices. All notices shall be in writing and deemed given (a) upon delivery by hand; (b) one (1) Business Day after deposit with a nationally recognized overnight courier; (c) upon transmission by confirmed email (with a copy delivered by one of the foregoing methods). Notice addresses:
Seller: [Name, Address, Email]
Buyer: [Name, Address, Email]
Either party may change its notice address by notice to the other.

15.2 Assignment. Buyer may not assign this Agreement without Seller’s prior written consent, provided that Buyer may assign to an Affiliate controlled by Buyer upon notice to Seller, without releasing Buyer from liability. Any prohibited assignment is void.

15.3 Amendment; Waiver. This Agreement may be amended only by a written instrument executed by both parties. No waiver shall be effective unless in writing and signed by the party against whom enforcement is sought.

15.4 Successors and Assigns. Subject to Section 15.2, this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

15.5 Severability. If any provision is determined to be invalid or unenforceable under Applicable Law, the remainder shall remain in full force, and the parties shall reform the invalid provision to effectuate their original intent to the maximum extent permitted.

15.6 Integration. This Agreement (including all Exhibits and Schedules) constitutes the entire agreement between the parties and supersedes all prior understandings regarding its subject matter.

15.7 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which is deemed an original and all of which constitute one instrument. Signatures delivered by PDF, DocuSign, or similar electronic means shall be deemed original and binding.

15.8 No Third-Party Beneficiaries. Nothing herein, expressed or implied, confers any rights, remedies, or claims upon any Person not a party hereto, except as expressly provided.

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

15.10 Further Assurances. Each party shall execute and deliver such additional instruments and take such further actions as may be reasonably required to carry out the intent of this Agreement.

16. EXECUTION BLOCK

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.

SELLER:
[Seller’s Legal Name]
By: ____
Name: ____
Title: ____
Date: ________

BUYER:
[Buyer’s Legal Name]
By: ____
Name: ____
Title: ____
Date: ________

STATE OF _ )
) ss.
COUNTY OF ______ )

On this ___ day of _, 20_, before me, the undersigned notary public, personally appeared _____, known to me (or satisfactorily proven) to be the person whose name is subscribed to the foregoing instrument and acknowledged that he/she executed the same in the capacity therein stated.

Notary Public
My commission expires: _______

[// GUIDANCE: Rhode Island does not require witnesses for deeds or contracts, but certain lenders may insist. Add witness lines if financing documents require.]

17. EXHIBITS & SCHEDULES

Exhibit A – Legal Description of the Property
Exhibit B – List of Tangible Personal Property
Exhibit C – Form of Bill of Sale
Exhibit D – Assignment of Leases and Security Deposits
Exhibit E – Assignment of Intangible Property
Exhibit F – Rent Roll
Exhibit G – Form of Tenant Estoppel Certificate
Exhibit H – Service Contracts
Schedule 1 – Title Objections / Permitted Exceptions
Schedule 2 – Environmental Reports

[// GUIDANCE: Attach relevant exhibits before execution. Ensure cross-references align.]

[// GUIDANCE: Review Rhode Island statutes and municipal ordinances for any newly enacted transfer tax exemptions, energy benchmarking disclosures, or mandatory sewer assessments. Revise Section 7 accordingly if applicable.]