PURCHASE AND SALE AGREEMENT

(Commercial Real Estate – State of South Carolina)

[// GUIDANCE: This template is drafted for use in the purchase and sale of improved or unimproved commercial real property located in South Carolina. Bracketed text and ALL-CAPS placeholders denote provisions or data points that must be confirmed, revised, or deleted during customization. Strategic comments appear in the same format as this block.]

TABLE OF CONTENTS

1. Article I – Definitions
2. Article II – Purchase and Sale; Property; Consideration
3. Article III – Earnest Money; Escrow Instructions
4. Article IV – Conditions Precedent; Due Diligence
5. Article V – Title, Survey, and Zoning Matters
6. Article VI – Representations and Warranties
7. Article VII – Covenants of the Parties
8. Article VIII – Closing Mechanics
9. Article IX – Default; Remedies
10. Article X – Risk Allocation (Indemnification; Insurance; Force Majeure; Liability Caps)
11. Article XI – Dispute Resolution; Governing Law
12. Article XII – Miscellaneous Provisions
13. Execution Page
14. Exhibit List

ARTICLE I

DEFINITIONS

For purposes of this Agreement, the following capitalized terms shall have the meanings set forth below. Capitalized terms used but not defined herein have the meanings assigned to them in the applicable Section of this Agreement.

“Affiliate” – Any Person directly or indirectly controlling, controlled by, or under common control with a Party.

“Agreement” – This Purchase and Sale Agreement, together with all Exhibits, Schedules, and duly executed amendments.

“Arbitration Notice” – Defined in Section 11.3(b).

“Business Day” – Any day other than Saturday, Sunday, or a day on which banks in [PRIMARY CITY, SC] are authorized or required to close.

“Buyer” – [BUYER LEGAL NAME], a [STATE] [ENTITY TYPE].

“Closing” – The consummation of the transaction described herein in accordance with Article VIII.

“Closing Date” – [DATE]/[NUMBER] days after satisfaction or waiver of all Conditions Precedent, but in no event later than [DROP-DEAD DATE] unless extended pursuant to this Agreement.

“Conditions Precedent” – Those conditions set forth in Article IV that must be satisfied or waived prior to Closing.

“Deed” – The special warranty deed in the form attached hereto as Exhibit A.

“Deposit” – Collectively, the Initial Deposit and, if applicable, the Additional Deposit, each as defined in Section 3.1.

“Due Diligence Period” – The period commencing on the Effective Date and expiring at 5:00 p.m. (Eastern) on the date that is [___] calendar days thereafter, as may be extended under Section 4.1(e).

“Effective Date” – The date on which this Agreement is last executed by Seller and Buyer, as indicated on the signature page.

“Environmental Law” – Any applicable federal, state, or local law, regulation, rule, ordinance, or common-law doctrine relating to pollution or protection of the environment, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq. (“CERCLA”), the Resource Conservation and Recovery Act, and South Carolina’s Pollution Control Act, S.C. Code Ann. § 48-1-10 et seq.

“Escrow Agent” – [TITLE COMPANY/LAW FIRM], or its successor(s) as may be mutually agreed in writing.

“Improvements” – All buildings, structures, and fixtures located on the Land.

“Indemnified Parties” – Defined in Section 10.2(b).

“Land” – The real property located in [COUNTY], South Carolina, more particularly described in Exhibit B, together with all appurtenant rights and easements.

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

“Property” – Collectively, the Land, the Improvements, the Personal Property, the Intangible Property, and the Assumed Contracts.

“Purchase Price” – The amount set forth in Section 2.3.

“Seller” – [SELLER LEGAL NAME], a [STATE] [ENTITY TYPE].

“Title Company” – [TITLE INSURER] or such other nationally recognized title company reasonably acceptable to Buyer and Seller.

(Additional defined terms appear throughout the Agreement as bolded and capitalized.)

ARTICLE II

PURCHASE AND SALE; PROPERTY; CONSIDERATION

2.1 Purchase and Sale. Subject to the terms and conditions of this Agreement, Seller agrees to sell, transfer, and convey to Buyer, and Buyer agrees to purchase from Seller, all of Seller’s right, title, and interest in and to the Property.

2.2 Components of Property. The Property includes:
(a) the Land;
(b) the Improvements;
(c) all tangible personal property of Seller located on and used exclusively in connection with the Land or Improvements (“Personal Property”);
(d) all intangible rights appurtenant to the Land or Improvements, including without limitation warranties, permits, licenses, development rights, assignable governmental approvals, and the trademark “[PROJECT/BUILDING NAME]” (if any) (“Intangible Property”); and
(e) those service, maintenance, or other contracts listed on Schedule 2.2(e) attached hereto (“Assumed Contracts”).

2.3 Purchase Price. The total purchase price (the “Purchase Price”) shall be [WRITTEN DOLLAR AMOUNT] Dollars (US $[NUMERIC]), subject to prorations, credits, and adjustments as provided in this Agreement. Buyer shall pay the Purchase Price as follows:

(a) Initial Deposit. Within two (2) Business Days after the Effective Date, Buyer shall deposit with Escrow Agent the sum of US $[___] (the “Initial Deposit”).

(b) Additional Deposit. Provided Buyer has not terminated this Agreement prior to the expiration of the Due Diligence Period, Buyer shall deposit an additional US $[___] with Escrow Agent (the “Additional Deposit”) on or before the first Business Day following the expiration of the Due Diligence Period.

(c) Balance of Purchase Price. At Closing, Buyer shall deliver the balance of the Purchase Price, plus or minus prorations, via wire transfer of immediately available funds to Escrow Agent for disbursement.

[// GUIDANCE: Escrow Agent instructions appear in Article III and Exhibit C. Adjust Deposit amounts and timing for deal economics.]

ARTICLE III

EARNEST MONEY; ESCROW INSTRUCTIONS

3.1 Deposit; Escrow. The Deposit shall be held by Escrow Agent in an interest-bearing account. Interest earned on the Deposit shall follow the disposition of the principal. The Deposit (together with accrued interest) shall be credited to the Purchase Price at Closing or disbursed pursuant to Article IX upon default.

3.2 Independent Consideration. US $100.00 of the Deposit is non-refundable independent consideration for the option granted to Buyer to purchase the Property and for Buyer’s performance of inspections (the “Independent Consideration”), which Seller shall retain in all events; the remaining Deposit shall be subject to refund or forfeiture as expressly provided herein.

3.3 Escrow Instructions. The Parties shall deliver joint escrow instructions consistent with this Article to Escrow Agent in the form attached hereto as Exhibit C. In the event of any inconsistency between this Agreement and the escrow instructions, this Agreement shall control.

ARTICLE IV

CONDITIONS PRECEDENT; DUE DILIGENCE

4.1 Buyer’s Conditions Precedent. Buyer’s obligation to close is contingent upon satisfaction (or written waiver) of the following:

(a) Title & Survey. Receipt, review, and approval, in Buyer’s sole discretion, of:
(i) a current ALTA commitment for an owner’s policy of title insurance issued by Title Company (the “Title Commitment”); and
(ii) an ALTA/NSPS survey of the Land dated no more than [___] days prior to Closing (the “Survey”).

(b) Zoning Compliance. Written confirmation from the applicable zoning authority (or qualified zoning counsel) that the current zoning classification permits Buyer’s intended use of the Property and that (i) the Improvements are in material compliance with zoning requirements, or (ii) any non-conformities are legal non-conforming uses or structures.

(c) Environmental Investigations. Delivery to Buyer of a Phase I Environmental Site Assessment (“Phase I ESA”) prepared in conformity with ASTM E1527-21 or its successor and reasonably acceptable to Buyer; and, if recommended by the Phase I ESA, a Phase II investigation reasonably satisfactory to Buyer. Buyer shall also be satisfied that (i) no lien has been recorded pursuant to S.C. Code Ann. § 44-56-20 et seq. (South Carolina Hazardous Waste Management Act), and (ii) Seller has complied with all Environmental Laws.

(d) Physical Inspections. Completion of Buyer’s structural, mechanical, and systems inspections and receipt of reports reasonably acceptable to Buyer.

(e) Due Diligence Period Extensions. Buyer may extend the Due Diligence Period for up to two (2) additional periods of [] days each by delivering written notice to Seller and depositing US $[] per extension with Escrow Agent, each extension deposit being non-refundable but applicable to the Purchase Price.

(f) Satisfaction of Seller’s Closing Deliveries. Seller shall have tendered all documents required under Section 8.2.

4.2 Seller’s Conditions Precedent. Seller’s obligation to close is contingent upon:
(a) Buyer’s delivery of the Purchase Price and all Buyer Closing Deliverables;
(b) confirmation of Buyer’s authority and good standing; and
(c) absence of any uncured Buyer default.

4.3 Termination Prior to Closing. If a Party’s Conditions Precedent are not satisfied or waived on or before the specified dates, such Party may terminate this Agreement by written notice, in which event the Deposit (less the Independent Consideration) shall be returned to Buyer and neither Party shall have further liability, except those obligations that expressly survive termination.

ARTICLE V

TITLE, SURVEY, AND ZONING MATTERS

5.1 Title Commitment; Survey. Seller shall cause Title Company to deliver the Title Commitment within five (5) Business Days after the Effective Date. Buyer shall deliver its Survey to Seller promptly upon completion.

5.2 Title Objections. Buyer may object to any exception shown on the Title Commitment or Survey (“Title Objections”) by written notice (“Title Objection Notice”) delivered on or before the sooner of (a) five (5) Business Days before the end of the Due Diligence Period or (b) [DATE]. Seller shall have five (5) Business Days after receipt to elect, by written notice to Buyer, to cure or remove such Title Objections on or before Closing. Unless Seller elects to cure, Seller shall be deemed to have elected not to cure. Buyer may, within five (5) Business Days after Seller’s response (or deemed response), elect either to (i) waive such Title Objections and proceed to Closing, or (ii) terminate this Agreement, whereupon the Deposit (less Independent Consideration) shall be returned to Buyer.

5.3 Permitted Exceptions. “Permitted Exceptions” means: (a) general real estate taxes not yet due and payable; (b) matters disclosed in the Title Commitment or Survey and not objected to or waived by Buyer; and (c) liens or encumbrances created by or through Buyer.

5.4 Title Policy. At Closing, Buyer shall receive an ALTA owner’s policy of title insurance (2006 form or any successor form approved for use in South Carolina) issued by Title Company in the amount of the Purchase Price, insuring Buyer’s fee simple title to the Land and Improvements, subject only to the Permitted Exceptions (the “Title Policy”). Buyer shall pay the cost of any extended coverage or endorsements; Seller shall pay the basic premium.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES

6.1 Mutual Representations. Each Party represents and warrants to the other that:
(a) Authority. It is duly organized, validly existing, and in good standing under the laws of its state of formation and is qualified to do business in South Carolina;
(b) Enforceability. This Agreement has been duly authorized, executed, and delivered and constitutes its legal, valid, and binding obligation;
(c) No Conflict. The execution, delivery, and performance of this Agreement do not violate any agreement or law applicable to such Party; and
(d) OFAC Compliance. It is not a Person with whom transactions are prohibited under U.S. sanctions laws or regulations.

6.2 Seller’s Representations. Seller further represents and warrants to Buyer as of the Effective Date and as of Closing that:
(a) Title. Seller is the sole fee simple owner of the Land and Improvements, free of all liens other than Permitted Exceptions;
(b) Leases/Occupancy. There are no leases, licenses, or occupancy agreements affecting the Property except as set forth on Schedule 6.2(b);
(c) Contracts. Schedule 2.2(e) contains a true, correct, and complete list of all service, maintenance, or other contracts affecting the Property;
(d) Litigation. To Seller’s Knowledge, no litigation or governmental proceeding is pending or threatened that would materially and adversely affect the Property;
(e) Environmental. Seller has not received written notice of any violation of Environmental Laws or presence of Hazardous Substances requiring remediation; and
(f) Foreign Investment. Seller is not a “foreign person” within the meaning of § 1445 of the Internal Revenue Code.

6.3 Buyer’s Representations. Buyer represents and warrants to Seller that Buyer has (a) the financial capability to close, and (b) conducted its own independent investigation of the Property and is relying solely on its own investigation and the representations expressly set forth in this Agreement.

6.4 Survival; Limitations. Seller’s and Buyer’s representations and warranties shall survive Closing for a period of [___] months (the “Survival Period”). Any claim for breach must be asserted in writing before expiration of the Survival Period; otherwise, such claim shall be time-barred.

[// GUIDANCE: Consider including materiality scrape or knowledge qualifiers for Seller representations, and tailor Survival Period based on negotiation.]

ARTICLE VII

COVENANTS OF THE PARTIES

7.1 Seller’s Covenants. From the Effective Date until Closing, Seller shall:
(a) Operation. Operate and maintain the Property in substantially the same manner as prior to execution of this Agreement, reasonable wear and tear excepted;
(b) Contracts. Not enter into, modify, or terminate any contract affecting the Property that cannot be cancelled on thirty (30) days’ notice without penalty, without Buyer’s prior written consent (not to be unreasonably withheld);
(c) Leasing Restrictions. Not enter into any new lease or license, or amend any existing lease, without Buyer’s prior written consent;
(d) Access. Provide Buyer and its representatives reasonable access to the Property during normal business hours upon at least twenty-four (24) hours’ prior notice;
(e) Notices. Promptly notify Buyer in writing of any material adverse change to the Property, including any notice of violation of law or casualty; and
(f) Title Conveyance. Convey title at Closing free and clear of all liens other than Permitted Exceptions.

7.2 Buyer’s Covenants. Buyer shall:
(a) Restoration. Restore any physical damage to the Property caused by Buyer’s inspections;
(b) Indemnity. Indemnify Seller against mechanics’ liens or claims arising from Buyer’s entry; and
(c) Confidentiality. Keep confidential all proprietary information obtained from Seller, subject to customary exceptions for legal disclosure obligations.

ARTICLE VIII

CLOSING MECHANICS

8.1 Closing. Closing shall occur on the Closing Date through an escrow closing with Escrow Agent, unless the Parties mutually agree to an in-person closing in [COUNTY], South Carolina.

8.2 Seller Closing Deliverables. At or prior to Closing, Seller shall deliver to Escrow Agent:
(a) Executed Deed;
(b) Bill of Sale for Personal Property (Exhibit D);
(c) Assignment of Contracts, Permits, and Intangibles (Exhibit E);
(d) FIRPTA Affidavit (Exhibit F);
(e) Owner’s Affidavit and Gap Indemnity required by Title Company;
(f) Evidence of authority and good standing; and
(g) Any additional documents reasonably required by Title Company or Buyer to consummate the transaction.

8.3 Buyer Closing Deliverables. Buyer shall deliver to Escrow Agent:
(a) Purchase Price (less Deposit) by wire transfer;
(b) Counterparts of exhibits identified in Section 8.2 requiring Buyer’s signature;
(c) Evidence of authority and good standing; and
(d) [OPTIONAL] Leaseback or other post-closing agreements, if any.

8.4 Prorations and Adjustments. The following items shall be prorated as of 11:59 p.m. on the day preceding Closing: real estate taxes (on a calendar-year basis), utilities, rents (if any), operating expenses under Assumed Contracts, and other customary items in South Carolina commercial real estate transactions.

8.5 Closing Costs. Seller shall pay: (a) deed preparation and documentary stamp tax, (b) one-half of Escrow Agent’s fee, and (c) Seller’s attorney fees. Buyer shall pay: (x) title insurance premium (basic and any endorsements), (y) recording fees, (z) one-half of Escrow Agent’s fee, Buyer’s survey and environmental costs, and Buyer’s attorney fees.

ARTICLE IX

DEFAULT; REMEDIES

9.1 Buyer Default. If Buyer fails to consummate the Closing when obligated (and Seller is ready, willing, and able to perform), Seller’s sole and exclusive remedy shall be to terminate this Agreement and retain the Deposit as liquidated damages, which the Parties agree constitutes a reasonable estimate of Seller’s damages and not a penalty. Seller waives any other claim for damages or equitable relief, except for Buyer’s indemnity obligations and restoration liabilities, which shall survive.

9.2 Seller Default. If Seller fails to consummate the Closing when obligated (and Buyer is ready, willing, and able to perform), Buyer may either:
(a) terminate this Agreement and receive the return of the Deposit plus reimbursement of Buyer’s actual third-party out-of-pocket costs not to exceed US $[CAP] (collectively, “Buyer Costs”); OR
(b) seek specific performance of Seller’s obligation to convey the Property; provided, however, Buyer must file suit within sixty (60) days after Seller’s default and waive any claim for consequential or punitive damages.

[// GUIDANCE: The parties may elect to add a “reverse termination fee” or cap on specific performance exposure. The above reflects typical SC commercial practice.]

9.3 Notice and Cure. No Party shall be deemed in default unless it fails to cure a monetary default within three (3) Business Days, or a non-monetary default within ten (10) Business Days, after receipt of written notice.

9.4 Attorneys’ Fees. The prevailing Party in any action to enforce this Agreement shall be entitled to recover its reasonable attorneys’ fees and court costs.

ARTICLE X

RISK ALLOCATION

10.1 Casualty and Condemnation. Risk of loss remains with Seller until Closing. If the Property suffers material damage or condemnation prior to Closing, Buyer may (a) terminate this Agreement and receive the Deposit, or (b) proceed to Closing and receive an assignment of Seller’s insurance or condemnation proceeds plus a credit for any deductible or uninsured loss.

10.2 Environmental Indemnity.
(a) Seller Indemnity. Seller shall indemnify, defend, and hold harmless Buyer and its Affiliates, successors, and assigns (collectively, the “Indemnified Parties”) from and against any and all claims, liabilities, and losses arising from (i) the presence of Hazardous Substances at the Property prior to Closing in violation of Environmental Law, or (ii) Seller’s breach of any Environmental Law.

(b) Buyer Indemnity. Buyer shall indemnify, defend, and hold harmless Seller from and against any and all claims, liabilities, and losses arising from Buyer’s introduction of Hazardous Substances to the Property after Closing or Buyer’s breach of Environmental Law.

(c) Survival. The environmental indemnities in this Section survive Closing indefinitely.

10.3 Insurance. Prior to Closing, Seller shall maintain its existing property and liability insurance. Buyer shall obtain, effective no later than Closing, commercial general liability insurance in commercially reasonable amounts and name Seller as an additional insured for any post-closing occupancy by Seller under a leaseback or license.

10.4 Force Majeure. Neither Party shall be liable for failure to perform due to acts of God, terrorism, governmental actions, pandemics, or other events beyond its reasonable control (“Force Majeure”). The Closing Date shall be extended by the duration of the Force Majeure event, not to exceed thirty (30) days, after which either Party may terminate this Agreement on written notice.

10.5 Liability Cap. Except for (a) fraud, (b) willful misconduct, or (c) indemnification obligations expressly provided herein, the aggregate liability of either Party for claims arising under this Agreement shall not exceed [___]% of the Purchase Price (the “Liability Cap”). Claims must be asserted prior to expiration of the Survival Period.

ARTICLE XI

DISPUTE RESOLUTION; GOVERNING LAW

11.1 Governing Law. This Agreement and the rights of the Parties shall be governed by and construed in accordance with the laws of the State of South Carolina, without regard to conflicts-of-law principles.

11.2 Forum Selection. Any suit permitted under this Agreement shall be brought exclusively in the state courts of [COUNTY], South Carolina (or, if jurisdictionally proper, the U.S. District Court for the District of South Carolina, [DIVISION]) and each Party submits to such courts’ jurisdiction.

11.3 Optional Arbitration. [CHECK ONE]
☐ (a) Arbitration Omitted. Section 11.3 intentionally deleted.
☐ (b) Arbitration Elected. If elected, the following applies:

(a) Scope. Any dispute arising under this Agreement not resolved by negotiation shall be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules then in effect.

(b) Procedure. A Party shall commence arbitration by written notice (“Arbitration Notice”) to the other Party. The tribunal shall consist of one (1) neutral arbitrator (for claims ≤ US $1,000,000) or three (3) neutral arbitrators (for larger claims). The seat of arbitration shall be [CITY], South Carolina.

(c) Award. Judgment on the award may be entered in any court of competent jurisdiction. The arbitrators shall have authority to award specific performance consistent with Section 9.2.

11.4 Jury Trial Waiver. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY LITIGATION ARISING OUT OF THIS AGREEMENT.

11.5 Specific Performance. The Parties acknowledge that the Property is unique and that monetary damages may be inadequate. Accordingly, in addition to any other remedy, the Parties shall be entitled to seek specific performance or injunctive relief to enforce this Agreement, subject to the limitations of Article IX.

ARTICLE XII

MISCELLANEOUS PROVISIONS

12.1 Notices. All notices, demands, and other communications under this Agreement shall be in writing and delivered (a) by hand, (b) by nationally recognized overnight courier, or (c) by email with PDF attachment and confirmation of receipt, to the addresses set forth below each Party’s signature. Notice is deemed given upon receipt (or first refusal).

12.2 Assignment. Buyer may not assign this Agreement without Seller’s prior written consent, except to (i) an Affiliate controlling, controlled by, or under common control with Buyer, or (ii) a special-purpose entity formed to take title at Closing, provided Buyer remains liable.

12.3 Amendment; Waiver. No amendment or waiver of any provision of this Agreement shall be binding unless in writing and signed by both Parties. A waiver of any breach shall not be deemed a waiver of any subsequent breach.

12.4 Successors and Assigns. Subject to Section 12.2, this Agreement binds and inures to the benefit of the Parties and their respective successors and permitted assigns.

12.5 Severability. If any provision 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 reformed to the minimum extent necessary to make it enforceable.

12.6 Entire Agreement. This Agreement, together with the Exhibits and Schedules, constitutes the entire agreement between the Parties and supersedes all prior oral or written agreements regarding the Property.

12.7 Counterparts; Electronic Signatures. This Agreement may be executed in multiple counterparts, each of which is deemed an original, and all of which constitute one document. Signatures transmitted electronically (e.g., via PDF or DocuSign) shall be deemed originals.

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

12.9 Time of the Essence. Time is of the essence in the performance of each Party’s obligations herein.

12.10 No Third-Party Beneficiaries. Except as expressly provided (e.g., indemnified parties), no third party shall have any rights under this Agreement.

EXECUTION PAGE

IN WITNESS WHEREOF, Seller and Buyer have executed this Purchase and Sale Agreement as of the Effective Date.

SELLER:
[SELLER LEGAL NAME]
a [STATE] [ENTITY TYPE]

By: _____
Name: _____
Title: ____
Date: _______

Address for Notices:

Email: ______

BUYER:
[BUYER LEGAL NAME]
a [STATE] [ENTITY TYPE]

By: _____
Name: _____
Title: ____
Date: _______

Address for Notices:

Email: ______

[NOTARY BLOCKS, IF REQUIRED BY SC LAW]

EXHIBIT LIST

Exhibit A – Form of Special Warranty Deed
Exhibit B – Legal Description of Land
Exhibit C – Escrow Instructions
Exhibit D – Bill of Sale
Exhibit E – Assignment of Contracts, Permits, and Intangibles
Exhibit F – FIRPTA Affidavit
Schedule 2.2(e) – Assumed Contracts
Schedule 6.2(b) – Existing Leases
[Additional Exhibits and Schedules as Negotiated]

[// GUIDANCE: Populate exhibits with jurisdiction-appropriate forms. For deeds in South Carolina, include correct recording language and witness/notary requirements per S.C. Code Ann. § 30-5-30. Confirm deed excise tax and affidavit requirements under S.C. Code Ann. § 12-24-70.]