COMMERCIAL REAL ESTATE

PURCHASE AND SALE AGREEMENT

(State of Texas)

[// GUIDANCE: This template is drafted for commercial property located in Texas. All bracketed items must be customized for each transaction and reviewed by Texas-licensed counsel prior to execution.]

TABLE OF CONTENTS

1. Definitions
2. Purchase and Sale of the Property
3. Purchase Price; Deposit; Allocation of Consideration
4. Due Diligence; Title and Survey Matters
5. Closing; Deliveries; Prorations
6. Representations and Warranties
7. Covenants of the Parties
8. Conditions Precedent; Failure of Conditions
9. Environmental Matters and Indemnification
10. Risk Allocation; Limitation of Liability
11. Default; Remedies
12. Dispute Resolution
13. Miscellaneous / General Provisions
14. Execution and Acknowledgment

1. DOCUMENT HEADER

This Commercial Real Estate Purchase and Sale Agreement (this “Agreement”) is made and entered into as of the Effective Date (as defined below) by and between:

• [Selling Party Name], a [State of Formation / Entity Type] (“Seller”); and
• [Buying Party Name], a [State of Formation / Entity Type] (“Buyer”).

Seller and Buyer are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

Recitals

A. Seller is the fee simple owner of the real property commonly known as [Street Address / Property Name], situated in [County], Texas, and more particularly described in Exhibit A (the “Land”), together with all improvements, fixtures, rights, privileges, hereditaments, and appurtenances thereunto belonging or in any way appertaining (collectively with the Land, the “Property”).

B. Buyer desires to purchase, and Seller desires to sell, the Property upon the terms and subject to the conditions set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows.

Effective Date: The “Effective Date” shall be the date on which the last Party executes this Agreement, as indicated on the signature pages.

Governing Law: This Agreement shall be governed by and construed under the laws of the State of Texas, without regard to conflicts-of-law principles.

2. DEFINITIONS

For convenience and clarity, the following capitalized terms are defined herein and shall have the meanings set forth below. All references to Sections, Exhibits, or Schedules are to those of this Agreement unless otherwise indicated.

“Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with such Person.

“Agreement” has the meaning set forth in the preamble.

“Applicable Law” means any federal, state, or local statute, law, ordinance, regulation, rule, code, order, judgment, decree, license, permit, or other requirement of any Governmental Authority having jurisdiction over the Property or the transactions contemplated herein, including without limitation the Texas Property Code, Tex. Prop. Code Ann. § 5.021 (statute of conveyances), the Texas Solid Waste Disposal Act, and all Environmental Laws.

“Business Day” means any day other than Saturday, Sunday, or a day on which banks in the State of Texas are authorized or required to close.

“Closing” has the meaning set forth in Section 5.1.

“Closing Date” means [●], or such other date as the Parties may mutually agree in writing.

“Deposit” has the meaning set forth in Section 3.2.

“Due Diligence Materials” has the meaning set forth in Section 4.1(a).

“Due Diligence Period” means the period beginning on the Effective Date and expiring at 5:00 p.m. Central Time on [●] Business Days thereafter.

“Environmental Laws” means any Applicable Law relating to pollution, contamination, hazardous or toxic substances, or protection of human health, safety, or the environment, including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. §§ 9601 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. §§ 6901 et seq.), and the Texas Water Code.

“Escrow Agent” means [Title Company Name], or such successor escrow agent mutually acceptable to the Parties.

“Hazardous Materials” means any chemical, substance, material, or waste regulated by or forming the basis of liability under any Environmental Law.

“Liability Cap” has the meaning set forth in Section 10.2.

“Purchase Price” has the meaning set forth in Section 3.1.

“Title Company” means [Title Company Name] issuing the Title Commitment and Title Policy.

[// GUIDANCE: Add or delete definitions as needed; ensure consistency with capitalized terms used in later sections.]

3. OPERATIVE PROVISIONS

3.1 Purchase and Sale

Subject to and in accordance with the terms, covenants, and conditions of this Agreement, Seller hereby agrees to sell, assign, convey, and transfer to Buyer, and Buyer agrees to purchase from Seller, all of Seller’s right, title, and interest in and to the Property for a total purchase price of $[●] (the “Purchase Price”).

3.2 Deposit; Earnest Money

(a) Within two (2) Business Days after the Effective Date, Buyer shall deposit $[●] (the “Deposit”) with Escrow Agent, to be held in an interest-bearing account pursuant to Section [●] of this Agreement.
(b) The Deposit shall be applied to the Purchase Price at Closing or disbursed as otherwise provided herein.

3.3 Allocation of Consideration

[// GUIDANCE: Insert allocation of value among real property, personal property, and intangible property for tax reporting purposes.]

4. DUE DILIGENCE; TITLE AND SURVEY MATTERS

4.1 Due Diligence Deliveries and Access

(a) Seller shall, within three (3) Business Days after the Effective Date, deliver to Buyer copies of all documents, reports, permits, licenses, service contracts, existing surveys, environmental assessments, zoning materials, and other information in Seller’s possession or control relating to the Property (collectively, the “Due Diligence Materials”).

(b) From the Effective Date through the Closing Date, Buyer and its agents shall have reasonable access to the Property for purposes of inspection, testing, and evaluation, subject to the terms of Section 4.1(c) and Applicable Law.

(c) Buyer shall (i) give Seller at least twenty-four (24) hours’ prior notice of entry, (ii) repair any physical damage caused by its inspections, and (iii) maintain commercial general liability insurance in an amount not less than $[●] per occurrence.

4.2 Title Commitment; Survey

(a) Within five (5) Business Days after the Effective Date, Seller shall cause Title Company to issue to Buyer a commitment for an owner’s policy of title insurance (the “Title Commitment”), together with copies of all recorded documents referenced therein (collectively, the “Exception Documents”).

(b) Buyer may, at its sole cost, obtain a current ALTA/NSPS survey of the Property (the “Survey”).

(c) Buyer shall have until the later of (i) the expiration of the Due Diligence Period or (ii) five (5) Business Days after Buyer’s receipt of the last of the Title Commitment, Exception Documents, and Survey (the “Title Review Period”) to deliver written notice to Seller (the “Title Objection Notice”) specifying any matters shown in the Title Commitment or Survey to which Buyer objects (collectively, the “Title Objections”).

(d) Seller shall have five (5) Business Days after receipt of the Title Objection Notice to notify Buyer which Title Objections Seller elects to cure (“Seller’s Cure Notice”). Seller shall be obligated to cure only Mandatory Cure Items (e.g., monetary liens voluntarily created by Seller). If Seller fails to timely deliver Seller’s Cure Notice, Seller shall be deemed to have elected not to cure any Title Objections.

(e) If Seller elects (or is deemed to elect) not to cure any Title Objections, Buyer may, on or before the expiration of the Due Diligence Period, either (i) terminate this Agreement and receive a prompt refund of the Deposit, or (ii) waive such uncured Title Objections and proceed to Closing.

4.3 Zoning and Land Use

Seller shall, within the Due Diligence Materials, provide any zoning confirmations or certificates in its possession. Buyer shall be responsible for confirming that the current zoning and land-use designations permit Buyer’s intended use of the Property.

5. CLOSING; DELIVERIES; PRORATIONS

5.1 Closing

The consummation of the purchase and sale contemplated hereby (the “Closing”) shall occur on the Closing Date at the offices of Escrow Agent or by escrow disbursement and delivery of documents via electronic PDF and overnight courier.

5.2 Seller’s Closing Deliveries

At Closing, Seller shall deliver (or cause to be delivered) to Escrow Agent:

1. Special Warranty Deed conveying fee simple title to the Land and Improvements, subject only to the Permitted Exceptions;
2. Bill of Sale and Assignment for personal property, if any;
3. Assignment and Assumption of Leases and Contracts;
4. FIRPTA non-foreign affidavit;
5. Bring-down certificate certifying the continued truth of Seller’s representations and warranties;
6. Evidence of Seller’s authority and good standing;
7. Such additional documents as Title Company may reasonably require for issuance of the Title Policy.

5.3 Buyer’s Closing Deliveries

At Closing, Buyer shall deliver (or cause to be delivered) to Escrow Agent:

1. The Purchase Price (less the Deposit and subject to prorations) by wire transfer of immediately available funds;
2. Assignment and Assumption of Leases and Contracts (counter-signed);
3. Bring-down certificate regarding Buyer’s representations and warranties;
4. Evidence of Buyer’s authority and good standing;
5. Such additional documents as Title Company may reasonably require.

5.4 Prorations and Closing Costs

(a) Real property taxes, rent (if any), utilities, and operating expenses shall be prorated as of 11:59 p.m. on the day preceding the Closing Date on an accrual basis.
(b) Seller shall pay the basic premium for the standard coverage portion of the Title Policy, one-half of the Escrow Agent’s fee, and the cost of any deed stamps or transfer taxes (if applicable). Buyer shall pay the cost of the Survey, any title endorsements or extended coverage premiums, one-half of the Escrow Agent’s fee, and all recording fees.

6. REPRESENTATIONS AND WARRANTIES

6.1 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 has full power and authority to enter into and perform this Agreement.

b) Title. Seller owns good and marketable fee simple title to the Land and Improvements, free and clear of all liens and encumbrances other than the Permitted Exceptions.

c) Leases and Contracts. All leases, service contracts, and other agreements affecting the Property are listed on Schedule 6.1(c), are in full force and effect, and Seller has delivered true and complete copies thereof to Buyer.

d) Compliance with Laws. To Seller’s Knowledge, Seller has not received written notice of any material violation of Applicable Law (including zoning, land use, building code, or Environmental Laws) with respect to the Property that remains uncured.

e) Environmental. To Seller’s Knowledge and except as disclosed in the Due Diligence Materials, (i) no Hazardous Materials are present on, under, or migrating from the Property in violation of Environmental Laws, and (ii) Seller has not received any written notice of any Environmental Claim relating to the Property.

f) Litigation. There is no pending or, to Seller’s Knowledge, threatened litigation, condemnation, or administrative proceeding affecting the Property.

g) Foreign Person. Seller is not a “foreign person” as defined in § 1445 of the Internal Revenue Code.

6.2 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 has full power and authority to enter into and perform this Agreement.

b) Financial Capacity. Buyer has, and at Closing will have, sufficient funds to consummate the transactions contemplated hereby.

6.3 Survival and Limitations

All representations and warranties shall survive Closing for a period of [●] months (the “Survival Period”) and shall not merge into the Deed. Neither Party may bring any claim for breach of a representation or warranty unless written notice thereof is delivered to the other Party prior to the expiration of the Survival Period.

7. COVENANTS OF THE PARTIES

7.1 Seller’s Covenants Pre-Closing

a) Operation. From the Effective Date until Closing, Seller shall operate and maintain the Property in substantially the same manner as prior to the Effective Date and shall not, without Buyer’s prior written consent (which shall not be unreasonably withheld), (i) amend, terminate, or enter into any lease or service contract, (ii) transfer any interest in the Property, or (iii) take any action that would result in a violation of Seller’s representations or warranties.

b) Insurance. Seller shall keep all existing insurance coverage affecting the Property in full force and effect through the Closing Date.

7.2 Buyer’s Covenants Pre-Closing

Buyer shall keep confidential all Due Diligence Materials and information obtained during inspections, except as required by law or as necessary to Buyer’s potential lenders, investors, or professional advisors, each of whom shall be bound by confidentiality obligations at least as strict as those set forth herein.

7.3 Post-Closing Covenants

Each Party shall execute and deliver, or cause to be executed and delivered, such further documents and instruments as may be reasonably necessary to carry out the intent and purpose of this Agreement.

8. CONDITIONS PRECEDENT; FAILURE OF CONDITIONS

8.1 Buyer’s Conditions

Buyer’s obligation to close is conditioned upon:

1. Title Company’s irrevocable commitment to issue the Title Policy subject only to the Permitted Exceptions;
2. Seller’s representations and warranties being true and correct in all material respects as of Closing;
3. Seller’s performance of all covenants and obligations required to be performed on or before Closing;
4. The absence of any Material Adverse Change to the Property.

If any of the foregoing conditions are not satisfied or waived in writing by Buyer on or before Closing, Buyer may, as its sole remedy, (i) terminate this Agreement and receive a refund of the Deposit, plus reimbursement of Buyer’s actual third-party due diligence costs not to exceed $[●], or (ii) waive such condition and proceed to Closing.

8.2 Seller’s Conditions

Seller’s obligation to close is conditioned upon:

1. Buyer’s delivery of the Purchase Price and all required Closing documents;
2. Buyer’s representations and warranties being true and correct in all material respects as of Closing;
3. Buyer’s performance of its covenants and obligations required to be performed on or before Closing.

If the foregoing conditions are not satisfied or waived in writing by Seller on or before Closing, Seller may terminate this Agreement and retain the Deposit as liquidated damages pursuant to Section 11.2.

9. ENVIRONMENTAL MATTERS AND INDEMNIFICATION

9.1 Phase I / Phase II Assessments

Buyer may, at Buyer’s expense and during the Due Diligence Period, obtain a Phase I Environmental Site Assessment. Should the Phase I recommend further investigation, Buyer may obtain a Phase II, subject to Seller’s prior written consent, not to be unreasonably withheld.

9.2 Environmental Indemnity

(a) Seller’s Indemnity. Subject to Section 10 (Risk Allocation), Seller shall indemnify, defend, and hold Buyer, its Affiliates, successors, and assigns harmless for, from, and against any and all losses, costs, damages, liabilities, claims, demands, penalties, fines, and expenses (including reasonable attorneys’ fees and costs of remediation) (“Environmental Losses”) arising out of or resulting from: (i) the presence or release of Hazardous Materials on, under, or migrating from the Property originating prior to the Closing Date; or (ii) Seller’s breach of any representation, warranty, or covenant set forth in this Agreement relating to environmental matters.

(b) Buyer’s Indemnity. Buyer shall indemnify, defend, and hold Seller harmless from and against Environmental Losses arising from Buyer’s handling, generation, storage, or disposal of Hazardous Materials on the Property after the Closing Date.

(c) Survival. The indemnities in this Section 9 shall survive Closing for the longer of (i) the Survival Period or (ii) the applicable statute of limitations for Environmental Claims.

[// GUIDANCE: Parties may negotiate escrow holdbacks or environmental insurance in lieu of, or in addition to, the indemnity.]

10. RISK ALLOCATION; LIMITATION OF LIABILITY

10.1 AS-IS, WHERE-IS

Except for the express representations and warranties of Seller set forth herein, Buyer acknowledges and agrees that it is purchasing the Property “AS-IS, WHERE-IS, WITH ALL FAULTS,” and that Buyer has had, or will have prior to the end of the Due Diligence Period, full opportunity to inspect the Property and conduct such inquiries and investigations as Buyer deems necessary.

10.2 Liability Cap and Threshold

(a) Neither Party shall be liable to the other for any claim arising under this Agreement unless and until the aggregate amount of all such claims exceeds $[Basket Amount] (the “Basket”), after which each Party shall be liable only for amounts in excess of the Basket.

(b) Subject to Section 10.3, the maximum aggregate liability of either Party for claims arising under this Agreement shall be $[Liability Cap Amount] (the “Liability Cap”).

10.3 Excluded Claims

The Liability Cap shall not apply to (i) willful misconduct or fraud, (ii) Seller’s obligation to deliver good and marketable title, (iii) Seller’s environmental indemnity in Section 9, and (iv) Buyer’s confidentiality obligations.

10.4 Consequential Damages Waiver

Neither Party shall be liable for consequential, special, punitive, or exemplary damages except to the extent awarded to a third party in a claim covered by an indemnity expressly provided herein.

11. DEFAULT; REMEDIES

11.1 Buyer’s Default

If Buyer defaults and fails to cure within five (5) Business Days after written notice from Seller, Seller’s sole and exclusive remedy shall be to terminate this Agreement and receive the Deposit as agreed liquidated damages, it being agreed that Seller’s actual damages would be difficult to ascertain.

11.2 Seller’s Default

If Seller defaults and fails to cure within five (5) Business Days after written notice from Buyer, Buyer may elect, as its sole remedies, either:

a) Specific Performance. Enforce Seller’s obligations by an action for specific performance (which the Parties agree is available without the need to prove inadequacy of legal remedies); or

b) Termination. Terminate this Agreement, receive a refund of the Deposit, and recover Buyer’s actual out-of-pocket third-party expenses not to exceed $[●].

11.3 Attorneys’ Fees

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

12. DISPUTE RESOLUTION

12.1 Governing Law; Forum Selection

This Agreement shall be governed by the laws of the State of Texas. Each Party irrevocably submits to the exclusive jurisdiction of the state courts located in [County], Texas (and, if jurisdictional prerequisites are satisfied, the federal courts located in the Northern District of Texas) for any suit, action, or proceeding arising out of or relating to this Agreement.

12.2 Optional Arbitration

[ARBITRATION OPTION — INSERT IF SELECTED]
At either Party’s election, any dispute arising hereunder shall be finally resolved by binding arbitration administered by [AAA / JAMS] in accordance with its Commercial Arbitration Rules then in effect. The arbitration shall take place in [City], Texas before a panel of three (3) neutral arbitrators who are practicing real-estate attorneys with at least ten (10) years’ experience. Judgment on the award may be entered in any court of competent jurisdiction.

12.3 Jury Trial Waiver

[EITHER INSERT OR DELETE IN ENTIRETY, CONSISTENT WITH METADATA]
EACH PARTY HEREBY VOLUNTARILY, KNOWINGLY, AND IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF THIS AGREEMENT.

12.4 Specific Performance / Injunctive Relief

The Parties acknowledge that monetary damages may be inadequate for breach of this Agreement and agree that each Party shall have the right to seek specific performance, injunctive relief, or other equitable remedies (including temporary restraining orders and preliminary injunctions) in addition to any other remedies available at law.

13. MISCELLANEOUS / GENERAL PROVISIONS

13.1 Notices. All notices shall be in writing and shall be deemed given upon (i) hand delivery, (ii) delivery by nationally recognized overnight courier, or (iii) electronic mail with confirmation of receipt, addressed to the Parties at the addresses set forth below, or such other addresses as either Party may designate in writing.

13.2 Assignment. Buyer may not assign this Agreement without Seller’s prior written consent, except to an Affiliate or an entity controlled by, controlling, or under common control with Buyer, provided Buyer remains liable hereunder.

13.3 Amendment and Waiver. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom enforcement is sought.

13.4 Entire Agreement. This Agreement, together with the Exhibits and Schedules hereto, constitutes the entire agreement of the Parties and supersedes all prior oral or written agreements.

13.5 Severability. If any provision of this Agreement is determined 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 render it valid and enforceable.

13.6 Counterparts; Electronic Signatures. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. Signatures transmitted by electronic means (e.g., PDF or DocuSign) shall be deemed originals for all purposes.

13.7 Time of the Essence. Time is of the essence in the performance of each Party’s obligations hereunder.

13.8 No Third-Party Beneficiaries. Except as expressly provided herein, nothing in this Agreement is intended or shall be construed to confer upon any Person other than the Parties hereto any right, benefit, or remedy.

14. EXECUTION AND ACKNOWLEDGMENT

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

SELLER:

[Selling Party Name]
By: _____
Name: _____
Title: _____
Date: _______

BUYER:

[Buying Party Name]
By: _____
Name: _____
Title: _____
Date: _______

ACKNOWLEDGMENT (Notary Block for Deed)

[// GUIDANCE: Texas real property conveyances require notarization for recordation. Provide statutory short-form acknowledgment appropriate for the entity type.]

EXHIBITS & SCHEDULES (Attach as Applicable)

Exhibit A Legal Description of the Land
Exhibit B Form of Special Warranty Deed
Exhibit C Bill of Sale and Assignment
Exhibit D Assignment and Assumption of Leases and Contracts
Schedule 6.1(c) List of Leases and Service Contracts
Schedule 9.2 Environmental Reports / Disclosures

[// GUIDANCE: Verify county clerk recording requirements, margin specifications, and font size prior to filing any deed or closing documents.]

[END OF AGREEMENT]