COMMERCIAL REAL ESTATE PURCHASE AND SALE AGREEMENT

(State of Virginia)

[// GUIDANCE: This template is designed for the purchase and sale of improved or unimproved commercial real property located in Virginia (“VA”). Replace all bracketed items and tailor the provisions to the transaction specifics. Citations provided are to well-established statutory frameworks only, per the Citation Policy.]

TABLE OF CONTENTS

I. Document Header
II. Definitions
III. Operative Provisions
IV. Representations & Warranties
V. Covenants & Restrictions
VI. Default & Remedies
VII. Risk Allocation
VIII. Dispute Resolution
IX. General Provisions
X. Execution Block

I. DOCUMENT HEADER

1. Agreement Title; Parties
   This Commercial Real Estate Purchase and Sale Agreement (the “Agreement”) is entered into by and between [SELLER LEGAL NAME], a [Seller Entity Type & State of Organization] (“Seller”), and [BUYER LEGAL NAME], a [Buyer Entity Type & State of Organization] (“Buyer”).

2. Effective Date
   “Effective Date” means the date on which the last Party executes this Agreement as indicated in Section X.1.

3. Recitals
   A. Seller desires to sell and Buyer desires to purchase the Property (defined below) on the terms and conditions set forth herein.
   B. The Parties intend that this Agreement constitute a binding contract for the purchase and sale of the Property for an agreed consideration, subject to the conditions, covenants, and other provisions herein.

4. Property Description
   The real property commonly known as [Street Address / Parcel ID], located in [City/County], Virginia, consisting of approximately [__] acres, together with all improvements, fixtures, easements, rights-of-way, and appurtenances thereon or thereto (collectively, the “Property”). A legal description acceptable for recordation shall be attached as Exhibit A.

II. DEFINITIONS

The following capitalized terms shall have the meanings set forth below and shall apply equally to the singular and plural forms:

“Affiliate” – any entity controlling, controlled by, or under common control with a Party.
“Agreement” – this Commercial Real Estate Purchase and Sale Agreement, including all Exhibits and Schedules.
“Applicable Law” – all federal, state, and local statutes, regulations, ordinances, and common-law principles applicable to the Property or the transaction contemplated herein, including without limitation Title 55.1, Code of Virginia, and the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.
“Business Day” – any day other than Saturday, Sunday, or a Virginia state or federal holiday.
“Closing” – the consummation of the transaction contemplated herein, when the Deed is recorded and the Purchase Price is paid as provided in Section 3.8.
“Closing Date” – the date on which Closing occurs, as scheduled pursuant to Section 3.7.
“Deposit” – the earnest money deposit delivered under Section 3.3.
“Deed” – a special warranty deed in recordable form conveying fee simple title to the Property from Seller to Buyer.
“Due Diligence Period” – the period set forth in Section 3.5 for Buyer’s investigations.
“Environmental Laws” – all Applicable Laws relating to pollution, protection of the environment, or exposure to Hazardous Materials, including 42 U.S.C. § 9601 et seq. and Va. Code Ann. Title 10.1.
“Escrow Agent” – [Title Company/Escrow Agent Name], acting pursuant to an escrow agreement satisfactory to the Parties.
“Hazardous Materials” – any substance defined as “hazardous,” “toxic,” “pollutant,” or similar under Environmental Laws.
“Purchase Price” – the consideration to be paid by Buyer to Seller for the Property, as set forth in Section 3.2.
“Survey” – an ALTA/NSPS Land Title Survey of the Property prepared pursuant to Section 3.6.
“Title Commitment” – a commitment for an owner’s policy of title insurance issued by the Title Company meeting the requirements of Section 3.6.
“Title Company” – [Underwriter/Agency Name], licensed in Virginia.

[// GUIDANCE: Add or delete definitions as needed; cross-check throughout the document.]

III. OPERATIVE PROVISIONS

3.1 Purchase and Sale. Seller agrees to sell, and Buyer agrees to purchase, all of Seller’s right, title, and interest in and to the Property, subject to and in accordance with the terms and conditions of this Agreement.

3.2 Purchase Price. Buyer shall pay to Seller the total purchase price of US $[_____] (the “Purchase Price”), subject to prorations and adjustments per Section 3.9.

3.3 Deposit.
(a) Within two (2) Business Days after the Effective Date, Buyer shall deliver to Escrow Agent an earnest money deposit of US $[_____] (the “Initial Deposit”) by wire transfer of immediately available funds.
(b) The Deposit shall be held in a non-interest-bearing escrow account and applied at Closing to the Purchase Price, or disbursed as provided in Section 6.2.

3.4 Payment of Balance. At Closing, Buyer shall pay the balance of the Purchase Price, plus Buyer’s Closing costs, by wire transfer to Escrow Agent for disbursement to Seller.

3.5 Due Diligence.
(a) Buyer shall have [__] days after the Effective Date (the “Due Diligence Period”) to conduct such inspections, studies, and reviews of the Property as Buyer deems necessary or desirable, including without limitation environmental assessments, zoning verification, and review of leases or contracts affecting the Property.
(b) Access. Seller shall afford Buyer and its representatives reasonable access to the Property upon [__] Business Days’ prior notice, subject to reasonable safety and confidentiality requirements.
(c) Termination. Buyer may terminate this Agreement for any reason or no reason by written notice to Seller prior to expiration of the Due Diligence Period, whereupon the Deposit shall be returned to Buyer and neither Party shall have further liability except as expressly stated herein.

3.6 Title and Survey.
(a) Within five (5) Business Days after the Effective Date, Seller shall cause the Title Company to deliver the Title Commitment to Buyer.
(b) Buyer shall obtain the Survey within the Due Diligence Period.
(c) Title Objections. Buyer shall have until the later of (i) the Due Diligence Period expiration or (ii) ten (10) Business Days after receipt of the last of the Title Commitment and Survey to provide Seller written notice of objections (the “Title Objection Notice”).
(d) Cure. Seller shall have five (5) Business Days after receipt of the Title Objection Notice to elect in writing whether to cure such objections; failure to respond shall be deemed an election not to cure. If Seller elects (or is deemed to elect) not to cure, Buyer may (i) waive such objections and proceed to Closing, or (ii) terminate this Agreement and receive a refund of the Deposit.
(e) Permitted Exceptions. All exceptions to title not timely objected to or timely cured shall be deemed “Permitted Exceptions.”

3.7 Closing Date. Closing shall occur on or before [_ () Business Days] after the expiration of the Due Diligence Period, or such other date as the Parties may mutually agree in writing.

3.8 Closing Mechanics.
(a) Escrow Closing. The Parties shall consummate Closing through Escrow Agent via a customary “gap” closing procedure acceptable in Virginia.
(b) Deliveries by Seller. At Closing, Seller shall deliver the items listed in Section 4.1(e) and the Deed in recordable form.
(c) Deliveries by Buyer. Buyer shall deliver the Purchase Price balance and the items listed in Section 4.2(d).
(d) Recordation. The Deed shall be recorded in the land records of the Clerk of the Circuit Court for the city or county in which the Property is located.

3.9 Prorations and Closing Costs.
(a) Taxes and Assessments. Real estate taxes and assessments shall be prorated as of 11:59 p.m. on the day preceding the Closing Date based on the most recent tax bill available.
(b) Rents and Operating Expenses. Rents and operating expenses shall be prorated on an accrual basis as of the Closing Date.
(c) Closing Costs. Seller shall pay state and local grantor’s taxes on the Deed; Buyer shall pay recording taxes and the premium for the owner’s title insurance policy. All other Closing costs shall be allocated per custom or as mutually agreed in writing.

3.10 Conditions Precedent.
(a) Buyer’s Obligations are conditioned on:
1. Seller’s representations and warranties being materially true on the Closing Date;
2. Seller’s performance in all material respects of its covenants and obligations;
3. Title Company’s irrevocable commitment to issue the owner’s policy subject only to Permitted Exceptions; and
4. Receipt of all third-party consents listed on Schedule 4.1(d).
(b) Seller’s obligations are conditioned on:
1. Buyer’s representations and warranties being materially true on the Closing Date; and
2. Buyer’s performance in all material respects of its covenants and obligations.

IV. REPRESENTATIONS & WARRANTIES

4.1 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, and has full power and authority to execute and perform this Agreement.
(b) No Conflicts. Execution and performance of this Agreement will not violate any organizational document, judgment, or contract binding on Seller.
(c) Title. Seller is the fee simple owner of the Property, free from liens other than Permitted Exceptions.
(d) Consents. The consents and approvals listed on Schedule 4.1(d) are the only approvals required to consummate the transactions contemplated herein.
(e) Deliverables. Prior to the expiration of the Due Diligence Period, Seller will deliver to Buyer true and complete copies of: leases, service contracts, environmental reports, zoning correspondence, and other documents listed on Schedule 4.1(e).
(f) Environmental. To Seller’s Knowledge, no Hazardous Materials are present on, under, or about the Property in violation of Environmental Laws.
(g) Litigation. There is no pending or, to Seller’s Knowledge, threatened litigation or condemnation affecting the Property.

4.2 Buyer’s Representations and Warranties. Buyer represents and warrants to Seller that:
(a) Authority. Buyer is duly organized, validly existing, and in good standing, and is authorized to consummate the transaction.
(b) Funds. Buyer has, and at Closing will have, funds sufficient to pay the Purchase Price and Buyer’s Closing costs.
(c) No Broker. Buyer has dealt with no broker or finder other than [Broker Name] whose commission, if any, shall be paid pursuant to a separate agreement.
(d) Deliverables. At Closing, Buyer shall execute and deliver all customary documents reasonably requested by the Title Company to consummate Closing.

4.3 Survival. The representations and warranties in Sections 4.1 and 4.2 shall survive Closing for [__] months (the “Survival Period”) and shall terminate thereafter except as to any claim first asserted in writing prior to expiration of the Survival Period.

[// GUIDANCE: Consider lengthening environmental-survival periods or escrowing funds if environmental risk is elevated.]

V. COVENANTS & RESTRICTIONS

5.1 Seller’s Covenants Prior to Closing. From the Effective Date until Closing or earlier termination:
(a) Operations. Seller shall operate and maintain the Property in substantially the same manner as prior to the Effective Date, ordinary wear and tear excepted.
(b) Encumbrances. Seller shall not create or permit any lien, easement, or encumbrance affecting the Property without Buyer’s prior written consent, except Permitted Exceptions.
(c) Contracts. Seller shall not enter into, amend, or terminate any lease or service contract affecting the Property without Buyer’s prior written consent (not to be unreasonably withheld).
(d) Notices. Seller shall promptly deliver to Buyer copies of any written notice received after the Effective Date relating to: (i) violation of Applicable Law, (ii) pending or threatened litigation, (iii) condemnation, or (iv) zoning or land-use matters.

5.2 Buyer’s Covenants.
(a) Confidentiality. Buyer shall keep confidential all non-public information obtained in the course of its investigations and shall not disclose same except to its Representatives bound by confidentiality obligations.
(b) Restoration. If Closing does not occur, Buyer shall repair any physical damage to the Property caused by its inspections, and restore the Property to substantially the same condition as prior to entry, reasonable wear excepted.

5.3 Post-Closing Covenants.
(a) Zoning Compliance. Buyer shall, at its sole cost, comply with all zoning and land-use ordinances applicable to Buyer’s intended use of the Property.
(b) Environmental Compliance. Each Party shall, at its own cost, comply with Environmental Laws applicable to it with respect to the Property from and after Closing.

VI. DEFAULT & REMEDIES

6.1 Events of Default.
(a) Buyer Default. Failure of Buyer to consummate Closing when all conditions precedent have been satisfied or waived, or material breach of Buyer’s covenants, constitutes a “Buyer Default.”
(b) Seller Default. Failure of Seller to consummate Closing when all conditions precedent have been satisfied or waived, or material breach of Seller’s covenants, constitutes a “Seller Default.”

6.2 Remedies.
(a) Buyer Default. Seller’s sole and exclusive remedy shall be termination of this Agreement and retention of the Deposit as liquidated damages. The Parties acknowledge and agree that Seller’s actual damages would be difficult to ascertain and the Deposit constitutes a reasonable estimate thereof.
(b) Seller Default. Buyer may elect (i) termination of this Agreement and return of the Deposit plus reimbursement of Buyer’s documented out-of-pocket costs not to exceed US $[CAP], or (ii) seek specific performance of Seller’s obligations, in which event the Deposit shall be applied to the Purchase Price if specific performance is granted.
(c) Attorney Fees. The prevailing Party in any action to enforce this Agreement shall be entitled to recover its reasonable attorney fees and court costs.

6.3 Notice and Cure. Except with respect to failure to Close on the scheduled Closing Date, no Party shall be deemed in default unless it has failed to cure within five (5) Business Days after receipt of written notice specifying the default.

VII. RISK ALLOCATION

7.1 Environmental Indemnity.
(a) Seller Indemnity. From and after Closing, Seller shall indemnify, defend, and hold harmless Buyer and its Affiliates, successors, and assigns (collectively, “Buyer Indemnitees”) from any Losses arising out of (i) the presence or release of Hazardous Materials on, under, or about the Property attributable to the period of Seller’s ownership, or (ii) Seller’s breach of any Environmental Law prior to Closing.
(b) Buyer Indemnity. From and after Closing, Buyer shall indemnify, defend, and hold harmless Seller and its Affiliates, successors, and assigns (collectively, “Seller Indemnitees”) from any Losses arising out of (i) Buyer’s introduction or exacerbation of Hazardous Materials on, under, or about the Property after Closing, or (ii) Buyer’s breach of any Environmental Law after Closing.
(c) Procedures. The indemnifying Party shall control the defense of any third-party claim but may not settle in a manner that imposes non-monetary obligations on the indemnified Party without consent (not to be unreasonably withheld).

7.2 Insurance. At or before Closing Buyer shall obtain and thereafter maintain commercial general liability insurance with limits not less than US $[_____] per occurrence and name Seller as an additional insured for a period of at least two (2) years following Closing.

7.3 Limitation of Liability. Except for (i) indemnification obligations under Section 7.1, (ii) claims arising from fraud or willful misconduct, or (iii) claims for specific performance, the aggregate liability of each Party to the other under this Agreement shall not exceed US $[CAP].

7.4 Force Majeure. Neither Party shall be liable for failure to perform its obligations (other than payment obligations) caused by events beyond its reasonable control, including acts of God, governmental action, labor disputes, or shortages of materials or transportation; provided, however, that the Closing Date shall not be extended by more than [__] days in the aggregate under this Section.

VIII. DISPUTE RESOLUTION

8.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to conflict-of-laws principles.

8.2 Forum Selection. The Parties irrevocably submit to the exclusive jurisdiction of the state courts sitting in [County/City], Virginia, for any action arising out of or relating to this Agreement, except as provided in Section 8.3.

8.3 Arbitration (Optional). If the Parties check the box below, any dispute shall be finally resolved by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, to be held in [City], Virginia.
☐ Arbitration Elected  ☐ Arbitration Not Elected

8.4 Jury Trial Waiver (Optional). IF AND ONLY IF initialed below, each Party knowingly, voluntarily, and intentionally waives any right it may have to a trial by jury.
Seller Initials: __ Buyer Initials: ____

8.5 Specific Performance. The Parties acknowledge that the Property is unique and that monetary damages may be inadequate. Consequently, each Party shall be entitled to seek specific performance and injunctive relief, in addition to any other remedies available at law or in equity.

IX. GENERAL PROVISIONS

9.1 Notices. All notices shall be in writing and deemed given when (i) delivered by hand, (ii) sent by nationally recognized overnight courier for next-day delivery, or (iii) sent by email with receipt confirmed, in each case to the addresses set forth below the Parties’ signatures, or to such other address as a Party may designate by notice.

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

9.3 Amendment; Waiver. No modification or waiver of this Agreement is effective unless in writing and executed by the Party against whom enforcement is sought. Waiver of any provision on one occasion is not waiver of any other provision or of that provision on any other occasion.

9.4 Successors and Assigns. This Agreement binds and benefits the Parties and their respective successors and permitted assigns.

9.5 Severability. If any provision is determined invalid or unenforceable, the remaining provisions remain in full force, and the invalid provision shall be reformed to the minimum extent necessary to effectuate the Parties’ intent.

9.6 Entire Agreement. This Agreement, together with all Exhibits and Schedules, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior or contemporaneous oral or written agreements.

9.7 Counterparts; Electronic Signatures. This Agreement may be executed in multiple counterparts, each of which is deemed an original, but all of which together constitute one instrument. Electronic signatures and PDF copies shall be deemed originals for all purposes.

9.8 Further Assurances. Each Party shall execute and deliver such additional documents and instruments as the other may reasonably request to effectuate the intent of this Agreement.

X. EXECUTION BLOCK

10.1 Signature Pages.

SELLER:
[SELLER LEGAL NAME]
By: _____
Name: _____
Title: _____
Date: _______

BUYER:
[BUYER LEGAL NAME]
By: _____
Name: _____
Title: _____
Date: _______

10.2 Notary Acknowledgment.
[// GUIDANCE: Attach state-specific notary jurats if required for recordation of the Deed or other documents. Under Va. Code Ann. § 55.1-600 et seq., electronic notarization is permitted if compliant with the Virginia Notary Act.]

10.3 Witness Lines.
[// GUIDANCE: Virginia law does not generally require witnesses for deeds or contracts, but certain lenders or title insurers may request them. Include lines here if needed.]

EXHIBIT LIST

Exhibit A – Legal Description of the Property
Exhibit B – Form of Special Warranty Deed
Exhibit C – Due Diligence Documents Index
Exhibit D – Escrow Agreement (Earnest Money)
Exhibit E – FIRPTA Certificate

[// GUIDANCE: Tailor exhibits as warranted. Provide zoning letters, environmental reports, or estoppel certificates as additional exhibits if negotiated.]

This template is intended to serve as a starting point for counsel experienced in Virginia commercial real estate transactions. Prior to use, verify compliance with current statutes, local recording requirements, and any transaction-specific lender or title company instructions.