PURCHASE AND SALE AGREEMENT

(Commercial Real Property – State of Utah)

[// GUIDANCE: This template is drafted for the purchase and sale of fee-simple commercial real estate located in Utah. It assumes a single-site transaction between sophisticated parties, and is designed for attorney customization. Bracketed items [LIKE THIS] are intended placeholders. Strategic drafting notes appear in italicized GUIDANCE blocks.]

TABLE OF CONTENTS

1. Definitions
2. Purchase and Sale; Consideration
3. Deposit; Escrow Instructions
4. Due Diligence Period
5. Title, Survey, and Zoning Compliance
6. Closing
7. Representations and Warranties
8. Covenants of the Parties
9. Conditions Precedent to Closing
10. Environmental Matters
11. Indemnification; Liability Allocation
12. Casualty and Condemnation
13. Default; Remedies
14. Dispute Resolution
15. Miscellaneous
16. Execution

I. DOCUMENT HEADER

This PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into and effective as of [EFFECTIVE DATE] (the “Effective Date”), by and between [SELLER LEGAL NAME], a [STATE OF FORMATION] [TYPE OF ENTITY] (“Seller”), and [BUYER LEGAL NAME], a [STATE OF FORMATION] [TYPE OF ENTITY] (“Buyer”). Seller and Buyer may each be referred to herein individually as a “Party” and collectively as the “Parties.”

A. Recitals

A. Seller is the record owner of that certain parcel of real property located in [COUNTY] County, Utah, commonly known as [STREET ADDRESS / TAX PARCEL ID], containing approximately [___] acres (the “Land”), together with: (i) all buildings, fixtures, and other improvements situated thereon (collectively, the “Improvements”); (ii) all easements, rights-of-way, entitlements, privileges, mineral, water, and air rights appurtenant to the Land (collectively, the “Appurtenances”); and (iii) all tangible and intangible personal property, licenses, permits, and warranties used in connection with the ownership, operation, or maintenance of the Land and Improvements (collectively, the “Personal Property”).

B. Seller desires to sell, and Buyer desires to purchase, the Property (as hereinafter defined) upon the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

II. DEFINITIONS

For purposes of this Agreement, the following capitalized terms shall have the meanings set forth below. Any term not defined in this Section shall have the meaning ascribed to it elsewhere in this Agreement.

1. “Affiliate” means any entity or person controlling, controlled by, or under common control with a Party.
2. “Agreement” has the meaning set forth in the opening paragraph.
3. “Applicable Law” means all federal, state, and local statutes, codes, ordinances, regulations, and common-law principles applicable to the Property or the transaction contemplated herein, including, without limitation, the Utah Code Annotated, the Utah Administrative Code, and all Environmental Laws.
4. “Appurtenances” has the meaning set forth in Recital A.
5. “Business Day” means any day other than Saturday, Sunday, or a day on which Utah-chartered banks are authorized or required to close.
6. “Closing” means the consummation of the purchase and sale of the Property pursuant to Section 6.
7. “Closing Date” means [CLOSING DATE], or such earlier or later date as the Parties may mutually agree in writing.
8. “Deposit” has the meaning set forth in Section 3.1.
9. “Due Diligence Period” has the meaning set forth in Section 4.1.
10. “Environmental Laws” means 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 Utah Solid and Hazardous Waste Act; the Utah Underground Storage Tank Act; and all other analogous federal, state, county, municipal, or local laws, statutes, ordinances, codes, rules, and regulations governing Hazardous Substances or the environment.
11. “Hazardous Substances” means any chemical, substance, material, or waste regulated or defined as “hazardous” or “toxic” under any Environmental Law, including petroleum products and naturally occurring radioactive materials (NORM).
12. “Property” means, collectively, the Land, the Improvements, the Appurtenances, and the Personal Property.
13. “Purchase Price” has the meaning set forth in Section 2.2.
14. “Survey” has the meaning set forth in Section 5.2.
15. “Title Company” means [TITLE COMPANY NAME], or any title insurance company reasonably acceptable to Buyer.
16. “Title Commitment” has the meaning set forth in Section 5.1.

[// GUIDANCE: Add or delete definitions as appropriate. Maintain alphabetical order.]

III. OPERATIVE PROVISIONS

1. Purchase and Sale; Consideration

1.1 Agreement to Convey. Subject to the terms and conditions of this Agreement, Seller agrees to sell, assign, 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.

1.2 Independent Contract Consideration. Contemporaneously with the execution of this Agreement, Buyer shall pay to Seller [AMOUNT] Dollars (US $[___]) (the “Independent Consideration”), which the Parties acknowledge is bargained-for consideration for Seller’s execution of this Agreement and independent of any other consideration provided hereunder. The Independent Consideration is non-refundable to Buyer under any circumstances and shall be applied against the Purchase Price at Closing.

2. Purchase Price

2.1 Purchase Price. The total purchase price for the Property shall be US $[___] (the “Purchase Price”), payable as follows:
(a) Deposit. Buyer shall deliver the Deposit to the Title Company in accordance with Section 3.1;
(b) Balance at Closing. The balance of the Purchase Price, subject to prorations and adjustments set forth herein, shall be paid by Buyer at Closing by wire transfer of immediately available funds.

3. Deposit; Escrow Instructions

3.1 Deposit. Within [___] Business Days after the Effective Date, Buyer shall deposit US $[___] (the “Deposit”) with the Title Company. The Deposit shall be held in an interest-bearing account, with interest accruing for the benefit of the Party ultimately entitled to the Deposit.

3.2 Escrow Agreement. The Parties and the Title Company shall enter into mutually acceptable escrow instructions (the “Escrow Agreement”) consistent with this Agreement. In the event of any conflict, this Agreement shall control.

3.3 Release of Deposit. The Deposit shall become non-refundable to Buyer upon expiration of the Due Diligence Period, except as expressly provided herein.

4. Due Diligence Period

4.1 Timing. Buyer shall have [___] calendar days following the Effective Date (the “Due Diligence Period”) to conduct, at Buyer’s sole cost and risk, such investigations of the Property as Buyer deems necessary or desirable.

4.2 Seller Deliveries. Within [___] Business Days after the Effective Date, Seller shall deliver to Buyer copies of (i) all existing title policies, surveys, environmental reports, permits, contracts, leases, warranties, and governmental correspondence relating to the Property, (ii) current rent rolls and accounts receivable aging, and (iii) any other documents reasonably requested by Buyer.

4.3 Right of Entry. Buyer and its agents shall have reasonable access to the Property during normal business hours upon [___] hours’ prior notice to Seller, subject to (i) compliance with all Applicable Law, (ii) Seller’s reasonable safety and security requirements, and (iii) Buyer’s obligation to maintain insurance in commercially reasonable amounts. Buyer shall repair any physical damage caused by its inspections and shall indemnify Seller from claims arising from Buyer’s entry, except to the extent resulting from Seller’s negligence or willful misconduct.

4.4 Termination. Buyer may terminate this Agreement for any reason or no reason by delivering written notice to Seller on or before 5:00 p.m. (Mountain Time) on the last day of the Due Diligence Period. Upon timely termination, the Deposit shall be returned to Buyer, and neither Party shall have any further obligation hereunder except for obligations that expressly survive termination.

5. Title, Survey, and Zoning Compliance

5.1 Title Commitment. Within [___] Business Days after the Effective Date, Seller shall cause the Title Company to deliver to Buyer a current ALTA Commitment for Title Insurance (the “Title Commitment”) issued by the Title Company, together with legible copies of all underlying title exceptions.

5.2 Survey. Buyer may, at its expense, obtain an ALTA/NSPS Land Title Survey of the Property (the “Survey”) certified to Buyer, Seller, the Title Company, and Buyer’s lender (if any).

5.3 Title Objections. Buyer shall have until the later of (i) [___] Business Days after receipt of the last-delivered Title Commitment and Survey or (ii) the end of the Due Diligence Period to provide Seller written notice of any objections to title or Survey matters (“Title Objections”). Seller shall have [___] Business Days after receipt thereof to notify Buyer in writing whether Seller elects to cure such Title Objections on or before Closing. If Seller elects (or is deemed) not to cure, Buyer may (a) waive the Title Objections and proceed to Closing, or (b) terminate this Agreement and receive a return of the Deposit.

5.4 Zoning Compliance Representation. Seller represents that, to Seller’s Actual Knowledge, the current zoning classification of the Property is [ZONING DESIGNATION] and the current use of the Property is a lawful, conforming use under Applicable Law.

[// GUIDANCE: Utah municipalities vary widely; counsel should verify zoning letter requirements and deadlines.]

5.5 Title Policy. At Closing, Seller shall cause the Title Company to issue to Buyer an ALTA Extended Owner’s Policy of Title Insurance (the “Title Policy”) insuring fee simple title to the Land and Improvements in Buyer, subject only to the Permitted Exceptions, in the amount of the Purchase Price. Buyer shall pay the incremental premium for any endorsements requested by Buyer.

6. Closing

6.1 Closing Mechanics. Closing shall occur through the escrow office of the Title Company on the Closing Date. The Parties shall deliver to the Title Company all items required under this Agreement no later than 1:00 p.m. Mountain Time on the Business Day preceding the Closing Date.

6.2 Seller’s Closing Deliverables.
(a) Special Warranty Deed, duly executed and acknowledged;
(b) Bill of Sale;
(c) Assignment and Assumption of Contracts, Permits, and Warranties;
(d) FIRPTA Non-Foreign Certificate;
(e) Owner’s Affidavit and GAP Indemnity as required by the Title Company;
(f) Resolutions, incumbency certificates, and other evidence of authority;
(g) Any tenant estoppel certificates obtained pursuant to Section 9.1(f);
(h) Keys, access codes, and originals of all documents in Seller’s possession.

6.3 Buyer’s Closing Deliverables.
(a) Purchase Price balance;
(b) Counterpart signature pages for documents referenced in Section 6.2;
(c) Resolutions, incumbency certificates, and other evidence of authority;
(d) Such affidavits or certificates as may be reasonably required by the Title Company or Seller.

6.4 Prorations and Closing Costs. Taxes, assessments, rents, operating expenses, utilities, and other customary items shall be prorated as of 11:59 p.m. on the day immediately preceding the Closing Date. Seller shall pay: (i) the premium for the standard coverage portion of the Title Policy, (ii) one-half of escrow fees, and (iii) costs to cure Title Objections that Seller elects to cure. Buyer shall pay: (i) Title Policy endorsement premiums, (ii) recording fees, (iii) one-half of escrow fees, and (iv) Buyer’s own due diligence and financing costs.

IV. REPRESENTATIONS & WARRANTIES

7. Seller’s Representations and Warranties

Seller represents and warrants to Buyer as of the Effective Date and again 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 legal right, power, and authority to enter into and perform this Agreement.

(b) Title. Seller is the record and beneficial owner of the Property, free and clear of all liens, claims, and encumbrances other than the Permitted Exceptions.

(c) No Conflicts. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby do not violate any contract to which Seller is a party or any judgment or order binding on Seller.

(d) Compliance with Laws. To Seller’s Actual Knowledge, Seller has not received written notice of any violation of Applicable Law (including Environmental Laws and zoning ordinances) that remains uncured.

(e) Environmental Matters. Except as disclosed in Schedule 7(e), Seller has received no written notice from any governmental authority alleging the release of Hazardous Substances on, under, or emanating from the Property that remains unremediated.

(f) Litigation. Except as set forth on Schedule 7(f), there is no pending or, to Seller’s Actual Knowledge, threatened litigation or administrative proceeding affecting the Property or Seller’s ability to consummate the transactions contemplated herein.

(g) Leases and Contracts. All leases, service contracts, permits, and licenses affecting the Property are listed on Schedule 7(g), are in full force and effect, and Seller is not in material default thereunder.

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

7.2 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 legal right, power, and authority to enter into and perform this Agreement.

(b) No Conflicts. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby do not violate any contract to which Buyer is a party.

(c) Financial Capacity. Buyer has, or will have at Closing, sufficient funds or loan commitments to pay the Purchase Price and consummate the transactions contemplated herein.

7.3 Survival of Representations and Warranties

All representations and warranties made by Seller and Buyer herein shall survive Closing for a period of [___] months (the “Survival Period”). No Party shall have liability for a breach of any representation or warranty unless the claimant delivers written notice of the breach prior to expiration of the Survival Period.

[// GUIDANCE: A 6- to 12-month survival period is typical for commercial deals in Utah.]

V. COVENANTS & RESTRICTIONS

8.1 Conduct of Business. From the Effective Date until Closing (or earlier termination), Seller shall: (i) operate and maintain the Property consistent with Seller’s past practices; (ii) not amend, terminate, or enter into any lease, contract, or agreement affecting the Property without Buyer’s prior written consent (not to be unreasonably withheld, conditioned, or delayed); and (iii) maintain existing insurance coverage.

8.2 Access and Cooperation. Seller shall cooperate with Buyer’s due diligence efforts and shall promptly supply any additional documents reasonably requested by Buyer.

8.3 Publicity. No press release or public announcement of this transaction shall be made without the prior written consent of the other Party, except as required by Applicable Law or securities exchange rules.

VI. CONDITIONS PRECEDENT

9.1 Buyer’s Conditions Precedent. The obligation of Buyer to close is subject to the satisfaction or Buyer’s written waiver of the following conditions on or before Closing:

(a) All representations and warranties of Seller shall be true and correct in all material respects as of Closing;
(b) Seller shall have performed all covenants required to be performed by Seller under this Agreement;
(c) Title Company shall be committed to issue the Title Policy, subject only to Permitted Exceptions;
(d) Buyer shall have obtained, in its sole discretion, financing on terms acceptable to Buyer [// GUIDANCE: delete if transaction is all-cash];
(e) No material adverse change shall have occurred with respect to the Property;
(f) Buyer shall have received estoppel certificates from tenants occupying at least [___]% of the rentable square footage, in form and substance reasonably satisfactory to Buyer.

9.2 Seller’s Conditions Precedent. The obligation of Seller to close is subject to:

(a) All representations and warranties of Buyer being true and correct in all material respects as of Closing;
(b) Buyer having delivered the Purchase Price and all required closing documents;
(c) Buyer having performed all covenants required to be performed by Buyer under this Agreement.

VII. RISK ALLOCATION

10. Environmental Matters

10.1 Environmental Indemnity. From and after Closing, Seller shall indemnify, defend, and hold Buyer harmless from and against any and all losses, costs, damages, liabilities, claims, and expenses (including reasonable attorneys’ fees) (“Losses”) arising from (i) any breach of Seller’s representations under Section 7(e), or (ii) the presence of Hazardous Substances on, under, or emanating from the Property prior to Closing, except to the extent caused by Buyer’s acts or omissions.

10.2 Buyer’s Release (Post-Closing). Except for Seller’s express obligations under this Agreement, Buyer hereby releases Seller from any Losses relating to the physical, environmental, or structural condition of the Property, whether patent or latent, from and after Closing.

10.3 Survival. The indemnity set forth in Section 10.1 shall survive Closing for a period of [___] years and is subject to the Liability Cap in Section 11.3.

11. Indemnification; Liability Allocation

11.1 Mutual Indemnity. Each Party (“Indemnifying Party”) shall indemnify, defend, and hold harmless the other Party and its Affiliates (“Indemnified Party”) from and against all Losses arising from (i) any breach of the Indemnifying Party’s representations, warranties, or covenants under this Agreement, or (ii) the negligence or willful misconduct of the Indemnifying Party or its agents.

11.2 Procedures. The Indemnified Party shall promptly notify the Indemnifying Party of any claim subject to indemnification and shall cooperate in the defense thereof. Failure to give prompt notice shall not relieve the Indemnifying Party of its obligations except to the extent prejudiced thereby.

11.3 Liability Cap. The aggregate liability of Seller for breaches of representations, warranties, or covenants (exclusive of the Environmental Indemnity, fraud, willful misconduct, or obligations that by their terms survive Closing beyond the Survival Period) shall not exceed [___]% of the Purchase Price (the “Liability Cap”).

12. Insurance Requirements

Prior to entering the Property and through Closing, Buyer shall maintain (and shall cause its contractors to maintain) commercial general liability insurance with limits of not less than US $[1,000,000] per occurrence, naming Seller as an additional insured.

13. Force Majeure

Neither Party shall be liable for failure to perform its obligations (other than payment obligations) if such failure is due to force majeure events beyond the reasonable control of such Party, including acts of God, war, terrorism, pandemics, labor strikes, or governmental orders. The affected Party shall promptly notify the other Party and use commercially reasonable efforts to resume performance.

VIII. DEFAULT & REMEDIES

14.1 Buyer Default. If Buyer defaults and fails to cure within [5] Business Days after written notice, Seller’s sole and exclusive remedy shall be to terminate this Agreement and receive the Deposit as liquidated damages, which the Parties agree constitutes fair compensation for Seller’s damages and not a penalty. Specific performance shall not be available to Seller.

14.2 Seller Default. If Seller defaults and fails to cure within [5] Business Days after written notice, Buyer may, at its election, (i) terminate this Agreement and receive a refund of the Deposit plus reimbursement of out-of-pocket third-party costs not to exceed US $[___], or (ii) seek specific performance of Seller’s obligations, it being acknowledged that the Property is unique. Buyer may not seek incidental or consequential damages except as expressly permitted under Section 11.

14.3 Attorney Fees. The prevailing Party in any action or proceeding arising out of this Agreement shall be entitled to recover its reasonable attorney fees, costs, and expenses.

IX. DISPUTE RESOLUTION

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

15.2 Forum Selection. Each Party irrevocably submits to the exclusive jurisdiction of the state courts located in [COUNTY] County, Utah (and, if federal jurisdiction is applicable, the U.S. District Court for the District of Utah) for any action arising out of this Agreement.

15.3 Arbitration (Optional). [☐] If this box is checked, any dispute not resolved within thirty (30) days after written notice may be finally resolved by confidential, binding arbitration administered by the American Arbitration Association in Salt Lake City, Utah, in accordance with its Commercial Arbitration Rules.

15.4 Jury Trial Waiver (Optional). [☐] IF THIS BOX IS CHECKED, EACH PARTY WAIVES ITS RIGHT TO A TRIAL BY JURY in any action arising out of this Agreement.

15.5 Injunctive Relief. Nothing herein shall inhibit either Party’s right to seek equitable relief, including specific performance, in accordance with Section 14.2.

X. GENERAL PROVISIONS

16.1 Notices. All notices shall be in writing and deemed given (a) when delivered personally, (b) on the date sent by confirmed email followed by overnight courier, or (c) one (1) Business Day after deposit with a nationally recognized overnight courier, addressed to the Parties at the addresses set forth below (or such other address as a Party may designate by notice).

16.2 Assignment. Buyer may not assign this Agreement without Seller’s prior written consent, except to an Affiliate of Buyer that is controlled by or under common control with Buyer, provided Buyer remains liable for performance. Any other assignment without consent is void.

16.3 Amendment; Waiver. No modification, waiver, or amendment of this Agreement shall be effective unless in writing and signed by the Party against whom enforcement is sought. Waiver of any provision shall not be deemed a waiver of any other provision.

16.4 Entire Agreement. This Agreement, together with the exhibits and schedules hereto, constitutes the entire agreement between the Parties and supersedes all prior oral or written agreements.

16.5 Severability. If any provision is determined to be invalid or unenforceable, the remaining provisions shall remain in full force, and the invalid provision shall be reformed to achieve, as nearly as possible, the parties’ original intent.

16.6 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 delivered by electronic transmission (e.g., PDF or DocuSign) shall be deemed original signatures for all purposes.

16.7 Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns.

16.8 Time of the Essence. Time is of the essence with respect to each obligation herein.

XI. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have caused this Purchase and Sale Agreement to be executed as of the Effective Date.

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

By: _____
Name: ____
Title: _________

Date: _____

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

By: _____
Name: ____
Title: _________

Date: _____

NOTARY ACKNOWLEDGMENT – SELLER

State of ___ )
County of ____ )

On this ___ day of _, 20_, before me, the undersigned notary public, personally appeared ____, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to this instrument and acknowledged that he/she executed the same in his/her authorized capacity.

Witness my hand and official seal.

Notary Public
My Commission Expires: ______

[// GUIDANCE: Utah does not mandate notarization for the Agreement itself, but the deed must be notarized. Include acknowledgment forms conforming to Utah Code Ann. § 57-2a-2 if recording within Utah.]

EXHIBITS & SCHEDULES

Exhibit A Legal Description of the Land
Exhibit B Form of Special Warranty Deed
Exhibit C Form of Bill of Sale
Exhibit D Form of Assignment and Assumption of Contracts
Exhibit E Escrow Agreement (Form)
Schedule 7(e) Environmental Disclosures
Schedule 7(f) Litigation
Schedule 7(g) Leases and Contracts

[// GUIDANCE: Insert additional exhibits for water rights, mineral rights, or development agreements if applicable. Utah transactions often require a separate Water Rights Addendum and allocation of shares in irrigation companies.]

End of Purchase and Sale Agreement Template