PURCHASE AND SALE AGREEMENT
(Commercial Real Property – State of Washington)
[// GUIDANCE: This template is intentionally thorough. Practitioners should delete bracketed guidance and revise bracketed placeholders (“[ ]”) before circulation.]
TABLE OF CONTENTS
- Document Header
- Definitions
- Purchase and Sale; Property
- Purchase Price; Payment Mechanics
- Title and Survey
- Due Diligence; Zoning & Environmental Review
- Conditions Precedent
- Closing; Deliverables; Prorations & Taxes
- Representations and Warranties
- Covenants
- Risk of Loss; Casualty & Condemnation
- Default; Remedies
- Risk Allocation (Indemnification; Liability Caps; Insurance)
- Dispute Resolution
- General Provisions
- Execution Block
Exhibit A – Legal Description
Exhibit B – Personal Property
Exhibit C – Due Diligence Materials Checklist
Exhibit D – [Statutory/Special] Warranty Deed (WA)
Exhibit E – Bill of Sale & Assignment of Intangibles
Exhibit F – Assignment & Assumption of Leases and Contracts
Exhibit G – Non-Foreign Transferor Affidavit (FIRPTA)
Exhibit H – Tenant Estoppel Certificate (Form)
Exhibit I – Environmental Indemnity Agreement
1. DOCUMENT HEADER
This Purchase and Sale Agreement (this “Agreement”) is made and entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between:
• Seller: [SELLER LEGAL NAME], a [STATE] [ENTITY TYPE], with a principal address of [ADDRESS] (“Seller”); and
• Buyer: [BUYER LEGAL NAME], a [STATE] [ENTITY TYPE], with a principal address of [ADDRESS] (“Buyer”).
Seller and Buyer are sometimes referred to individually as a “Party” and collectively as the “Parties.”
Recitals
A. Seller is the owner in fee simple of that certain real property located in the State of Washington, legally described in Exhibit A, together with all improvements, rights, privileges, easements, and appurtenances thereto (collectively, the “Property”).
B. Seller desires to sell and Buyer desires to purchase the Property on the terms and conditions set forth herein.
C. The Parties acknowledge that this is a commercial transaction, that each has been represented (or had the opportunity to be represented) by counsel of its own choosing, and that the provisions of this Agreement have been negotiated at arm’s length.
NOW, THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
2. DEFINITIONS
The following terms have the meanings set forth below; capitalized terms not defined herein have the meanings ascribed elsewhere in this Agreement.
“Affiliate” – any entity controlling, controlled by, or under common control with a Party.
“Applicable Law” – all federal, state, county, municipal, and local statutes, codes, ordinances, regulations, and judicial or administrative orders, including without limitation Wash. Rev. Code ch. 70A.305 (Model Toxics Control Act) and ch. 82.45 (Real Estate Excise Tax).
“AS-IS Condition” – the physical, environmental, economic, and legal condition of the Property as of Closing, subject only to Seller’s express representations and warranties and the terms of Section 13.
“Closing” – the consummation of the purchase and sale contemplated hereby through escrow with the Title Company.
“Closing Date” – the date on which Closing occurs, which shall be [CLOSING DATE] or such earlier date as the Parties may mutually agree.
“Deposit” – the earnest money deposit described in Section 4.2.
“Due Diligence Period” – that period commencing on the Effective Date and expiring at 5:00 p.m. (Pacific Time) on [DD EXPIRATION DATE], subject to any extension expressly provided herein.
“Environmental Claim” – any investigation, notice, directive, order, litigation, or other proceeding relating to Hazardous Materials or violation of Environmental Laws.
“Environmental Laws” – 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 Model Toxics Control Act, and any analogous state or local laws, regulations, or ordinances.
“Escrow Agent” or “Title Company” – [TITLE COMPANY NAME], [ADDRESS].
“Hazardous Materials” – any substance, chemical, waste, or material regulated or defined as hazardous, toxic, or dangerous under any Environmental Law.
“Liability Cap” – the aggregate dollar limit on a Party’s liability as set forth in Section 13.2(b).
“Permitted Exceptions” – matters affecting title to the Property approved or deemed approved by Buyer pursuant to Section 5.
“Purchase Price” – the total consideration to be paid by Buyer for the Property as set forth in Section 4.1.
“REE Tax” – Washington State real estate excise tax imposed pursuant to Wash. Rev. Code ch. 82.45, together with any applicable local excise taxes or surcharges.
[// GUIDANCE: Add or delete defined terms as the transaction dictates. Ensure cross-references remain accurate.]
3. PURCHASE AND SALE; PROPERTY
3.1 Agreement to Convey. Subject to and in accordance with the terms 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 following (collectively, the “Property”):
(a) the real property described in Exhibit A (the “Land”);
(b) all buildings, structures, and other improvements located on the Land (the “Improvements”);
(c) all right, title, and interest of Seller in and to any fixtures, machinery, equipment, and other tangible personal property located on and used exclusively in connection with the ownership, operation, or maintenance of the Land or Improvements (the “Personal Property”);
(d) Seller’s interest in all assignable leases, licenses, and occupancy agreements affecting the Property (collectively, the “Leases”);
(e) Seller’s interest in all assignable contracts, warranties, permits, approvals, entitlements, plans, and specifications relating to the Property (collectively, the “Intangibles”); and
(f) all appurtenant rights and easements benefiting the Land.
3.2 Conveyance Instrument. Title to the Land and Improvements shall be conveyed by [Statutory Warranty Deed / Special Warranty Deed] in the form attached hereto as Exhibit D (the “Deed”), subject to the Permitted Exceptions.
4. PURCHASE PRICE; PAYMENT MECHANICS
4.1 Purchase Price. The purchase price for the Property shall be [INSERT DOLLAR AMOUNT] (the “Purchase Price”), payable as follows:
(a) Deposit. Within two (2) Business Days after the Effective Date, Buyer shall deposit with the Escrow Agent the sum of [DEPOSIT AMOUNT] (“Deposit”) by federal wire transfer. The Deposit shall be (i) held in an interest-bearing account, (ii) applicable to the Purchase Price at Closing, and (iii) refundable to Buyer only as expressly provided herein.
(b) Additional Deposit (if any). [OPTIONAL — include terms for an additional deposit upon expiration of the Due Diligence Period.]
(c) Balance. On the Closing Date, Buyer shall deposit the balance of the Purchase Price (plus Buyer’s prorated costs and charges) by wire transfer of immediately available funds to Escrow Agent.
4.2 Independent Contract Consideration. [OPTIONAL] Seller acknowledges receipt of $100.00 as independent consideration for the execution of this Agreement (“Independent Consideration”), which shall be non-refundable to Buyer and applicable to the Purchase Price at Closing.
4.3 Allocation of Purchase Price. At least five (5) days prior to Closing, the Parties shall mutually agree upon an allocation of the Purchase Price among the Land, Improvements, Personal Property, and Intangibles in accordance with Section 1060 of the Internal Revenue Code and applicable Treasury Regulations.
5. TITLE AND SURVEY
5.1 Title Commitment. Within three (3) Business Days after the Effective Date, Seller shall cause the Title Company to deliver to Buyer (a) a preliminary title commitment for an ALTA Extended Coverage Owner’s Policy (the “Title Commitment”) and (b) legible copies of all recorded documents identified therein.
5.2 Survey. Buyer may, at its sole cost, obtain a current ALTA/NSPS survey of the Property (the “Survey”).
5.3 Title Review and Objections. No later than [TITLE OBJECTION DATE] (the “Title Objection Deadline”), Buyer may deliver to Seller written objections to any matter shown on the Title Commitment or Survey that is unacceptable to Buyer (“Title Objections”).
5.4 Seller Cure; Deemed Acceptance. Seller shall have until [CURE DATE] (the “Cure Period”) to notify Buyer in writing of Seller’s election to (a) cure any Title Objection(s) on or before Closing or (b) decline to cure. If Seller declines (or is deemed to decline) to cure, Buyer may elect (i) to terminate this Agreement and receive a return of the Deposit or (ii) to proceed to Closing, in which event all uncured Title Objections shall be deemed Permitted Exceptions.
5.5 Title Policy. At Closing, the Title Company shall issue to Buyer an ALTA Extended Coverage Owner’s Policy (Form 2006) in the amount of the Purchase Price, insuring fee simple title to the Land and Improvements, subject only to Permitted Exceptions and including such endorsements as Buyer may reasonably require (collectively, the “Title Policy”).
6. DUE DILIGENCE; ZONING & ENVIRONMENTAL REVIEW
6.1 Access; Investigations. From the Effective Date through the Due Diligence Period, Buyer and its agents may enter the Property at reasonable times to conduct physical, environmental, and zoning inspections; provided that Buyer (a) provides not less than one (1) Business Day’s prior notice to Seller, (b) does not unreasonably interfere with occupants’ use of the Property, and (c) restores any portion of the Property disturbed by its inspections.
6.2 Document Delivery. Within five (5) Business Days after the Effective Date, Seller shall deliver to Buyer copies of all material documents in Seller’s possession or control relating to the Property, including, without limitation, (a) zoning and land-use approvals, (b) certificates of occupancy, (c) environmental reports (including Phase I/II ESAs), (d) construction plans, (e) service contracts, (f) tax bills, and (g) existing surveys (collectively, the “Property Documents”).
6.3 Zoning Compliance. Seller represents that, to Seller’s Knowledge, the current use of the Property is a legal conforming use or a legal non-conforming use under applicable zoning ordinances. Buyer shall satisfy itself during the Due Diligence Period as to all zoning, land-use, and building code requirements.
6.4 Environmental Assessments. Buyer may commission, at Buyer’s sole cost, a Phase I environmental site assessment in accordance with ASTM E1527-21 and, if recommended, a Phase II investigation. Buyer shall provide Seller with copies of all final reports at no cost. All such investigations shall comply with Applicable Law, including Wash. Rev. Code ch. 70A.305.
6.5 Termination Right. Buyer may terminate this Agreement for any reason or no reason by written notice delivered to Seller on or before the expiration of the Due Diligence Period, whereupon the Deposit (minus Independent Consideration) shall be refunded to Buyer, and neither Party shall have further obligation hereunder except for those expressly stated to survive termination.
7. CONDITIONS PRECEDENT
7.1 Buyer’s Conditions. Buyer’s obligation to close is subject to the satisfaction or waiver, on or before the Closing Date, of each of the following conditions (collectively, “Buyer’s Conditions”):
(a) Title Company shall be irrevocably committed to issue the Title Policy.
(b) The representations and warranties of Seller shall be true and correct in all material respects as of the Effective Date and as of Closing.
(c) Seller shall have performed, in all material respects, its covenants and obligations required to be performed on or before Closing.
(d) No moratorium, injunction, or other legal restraint shall prohibit the consummation of the transactions contemplated hereby.
(e) Buyer shall have approved the Property during the Due Diligence Period in its sole discretion.
7.2 Seller’s Conditions. Seller’s obligation to close is subject to the satisfaction or waiver of each of the following conditions:
(a) Buyer shall have deposited the balance of the Purchase Price and all other amounts due from Buyer into escrow.
(b) Buyer’s representations and warranties shall be true and correct in all material respects.
(c) Buyer shall have performed, in all material respects, its covenants and obligations required to be performed on or before Closing.
7.3 Failure of Conditions. If any condition precedent is not satisfied or waived by the applicable Party on or before Closing, the applicable Party may terminate this Agreement by notice to the other Party and Escrow Agent, whereupon the Deposit shall be disbursed in accordance with Section 12.
8. CLOSING; DELIVERABLES; PRORATIONS & TAXES
8.1 Closing Mechanics. The Closing shall take place through an escrow with the Title Company on the Closing Date.
8.2 Seller’s Deliveries. At or before Closing, Seller shall deliver to Escrow Agent:
(a) the executed Deed;
(b) an executed Bill of Sale and Assignment & Assumption (Exhibit E/F);
(c) the FIRPTA Affidavit (Exhibit G);
(d) evidence of authority and incumbency;
(e) a general assignment of Intangibles;
(f) Tenant Estoppel Certificates (to the extent required);
(g) the Environmental Indemnity (Exhibit I); and
(h) any other documents reasonably required by the Title Company.
8.3 Buyer’s Deliveries. At or before Closing, Buyer shall deliver:
(a) the balance of the Purchase Price;
(b) the executed Assignment & Assumption of Leases and Contracts;
(c) the Environmental Indemnity; and
(d) evidence of authority and incumbency.
8.4 Prorations. The following items shall be prorated between Seller and Buyer as of 11:59 p.m. on the day preceding the Closing Date: (i) real property taxes and assessments on a calendar-year basis, (ii) rent and other income under Leases, (iii) operating expenses, (iv) utilities (to the extent not separately metered), and (v) any service contracts assumed by Buyer.
8.5 Closing Costs. Seller shall pay: (a) REE Tax (§ 82.45 RCW) and related affidavit fees, (b) one-half of escrow fees, and (c) the premium for a standard coverage owner’s policy. Buyer shall pay: (i) one-half of escrow fees, (ii) additional premium for extended coverage and endorsements, (iii) recording fees, and (iv) Buyer’s legal and due diligence costs. Each Party shall pay its own attorneys’ fees.
9. REPRESENTATIONS AND WARRANTIES
9.1 Seller’s Representations. Seller represents and warrants to Buyer as of the Effective Date and again as of Closing (except as disclosed in an update delivered no later than five (5) days prior to Closing):
(a) Organization; 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) No Conflicts. The execution, delivery, and performance of this Agreement do not violate any agreement, judgment, or Applicable Law binding on Seller.
(c) Title. Seller is the fee simple owner of the Property, free and clear of all liens and encumbrances other than Permitted Exceptions.
(d) Leases and Contracts. Exhibit F lists all Leases and assignable service contracts affecting the Property. No default by Seller exists under any Lease or contract, and, to Seller’s Knowledge, no default by any counterparty exists.
(e) Environmental. Except as disclosed in the Property Documents, Seller has received no written notice of any Environmental Claim relating to the Property and has no Knowledge of the presence of Hazardous Materials in violation of Environmental Laws.
(f) Zoning and Compliance. To Seller’s Knowledge, the current use of the Property conforms with applicable zoning ordinances or constitutes a legal non-conforming use and is not the subject of any pending zoning or land-use proceeding.
(g) OFAC. Seller is not (and is not owned or controlled by) a person or entity identified on any sanctions list administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury.
(h) Foreign Person. Seller is not a “foreign person” within the meaning of Section 1445 of the Internal Revenue Code.
9.2 Buyer’s Representations. Buyer represents and warrants to Seller as of the Effective Date and as of Closing that:
(a) Organization; 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) No Conflicts. The execution, delivery, and performance of this Agreement do not violate any agreement, judgment, or Applicable Law binding on Buyer.
(c) Funds. Buyer has, or will have as of Closing, sufficient immediately available funds to pay the Purchase Price and all transaction costs.
(d) Brokerage. Buyer has not engaged any broker or finder in connection with the transaction, except as disclosed in Section 15.5.
9.3 Survival. Seller’s representations and warranties shall survive Closing for [SURVIVAL PERIOD] (the “Survival Period”) and shall thereafter terminate, except as to any claim of which Buyer has provided written notice to Seller prior to the expiration of the Survival Period. Buyer’s representations and warranties shall survive Closing for the same period.
9.4 Knowledge Standard. For purposes of Seller’s representations and warranties, “Seller’s Knowledge” shall mean the actual knowledge, without duty of investigation, of [NAME/TITLE OF DESIGNATED INDIVIDUAL].
10. COVENANTS
10.1 Conduct of Business. From the Effective Date through Closing, Seller shall: (a) operate and maintain the Property in substantially the same manner as prior to the Effective Date; (b) not enter into, amend, or terminate any Lease or contract affecting the Property without Buyer’s prior written consent (not to be unreasonably withheld, conditioned, or delayed); (c) maintain existing insurance coverage; and (d) promptly notify Buyer of any material adverse change with respect to the Property.
10.2 Estoppel Certificates. Seller shall use commercially reasonable efforts to deliver to Buyer, on or before [ESTOPPEL DEADLINE], estoppel certificates from tenants occupying at least [PERCENT] % of the rentable square footage of the Property, in the form attached hereto as Exhibit H.
10.3 Governmental Approvals. Seller shall reasonably cooperate (at no cost to Seller) with Buyer in connection with Buyer’s efforts to obtain permits, approvals, or entitlements in connection with Buyer’s intended ownership or operation of the Property, provided that such cooperation does not require Seller to incur material expense or liability.
11. RISK OF LOSS; CASUALTY & CONDEMNATION
11.1 Risk of Loss. Seller shall bear the risk of loss or damage to the Property until Closing.
11.2 Casualty. If, prior to Closing, any material portion of the Improvements is damaged or destroyed by casualty, Seller shall promptly notify Buyer. Buyer may elect, within ten (10) Business Days after receipt of Seller’s notice, either (a) to terminate this Agreement and receive a return of the Deposit or (b) to proceed to Closing, accepting insurance proceeds (or a credit for any uninsured damage) and assuming responsibility for all repairs.
11.3 Condemnation. If, prior to Closing, any material portion of the Property is taken or threatened to be taken by eminent domain, Buyer may elect the same remedies as set forth in Section 11.2, substituting condemnation awards for insurance proceeds.
12. DEFAULT; REMEDIES
12.1 Seller Default. If Seller (a) fails to convey the Property in accordance with this Agreement or (b) materially breaches any representation, warranty, or covenant, and such failure or breach is not cured within five (5) Business Days after written notice from Buyer, Buyer may, as its sole and exclusive remedies, elect either:
(i) Termination and Refund. Terminate this Agreement and receive the immediate return of the Deposit, plus reimbursement of Buyer’s out-of-pocket third-party costs not to exceed $[CAP] (“Expense Reimbursement”); or
(ii) Specific Performance. Seek specific performance of Seller’s obligations, it being acknowledged that the Property is unique and monetary damages would be inadequate. Buyer must commence an action for specific performance within sixty (60) days after Seller’s default or be deemed to have waived such remedy. Buyer expressly waives any right to seek consequential or punitive damages.
12.2 Buyer Default. If Buyer fails to perform its obligations hereunder and fails to cure within five (5) Business Days after written notice from Seller, Seller may terminate this Agreement by notice to Buyer and Escrow Agent, whereupon Seller shall be entitled to the Deposit as liquidated damages (and not as a penalty), the Parties acknowledging the difficulty of ascertaining Seller’s actual damages. Seller hereby waives any right to seek specific performance or additional damages, except for Buyer’s indemnity obligations that expressly survive.
12.3 Attorneys’ Fees. In any action arising out of or relating to this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys’ fees and costs, including fees on appeal and in bankruptcy proceedings.
13. RISK ALLOCATION (INDEMNIFICATION; LIABILITY CAPS; INSURANCE)
13.1 Environmental Indemnity. Effective as of Closing, Seller shall, subject to the Environmental Indemnity Cap (defined below), indemnify, defend, and hold harmless Buyer and its Affiliates from and against all losses, costs, claims, liabilities, and expenses (including reasonable attorneys’ fees) arising out of (a) the presence, release, or migration of Hazardous Materials on, under, or emanating from the Property prior to Closing in violation of Environmental Laws, or (b) any breach of Seller’s environmental representations or covenants (collectively, “Environmental Liabilities”). The foregoing obligations shall be documented in an Environmental Indemnity Agreement in the form of Exhibit I.
13.2 Liability Caps.
(a) Environmental Indemnity Cap. Seller’s aggregate liability for Environmental Liabilities shall not exceed $[ENVIRONMENTAL CAP] (the “Environmental Indemnity Cap”).
(b) General Cap. Except for (i) Environmental Liabilities, (ii) fraud, and (iii) willful misconduct, Seller’s aggregate liability under this Agreement shall not exceed $[GENERAL LIABILITY CAP] (the “Liability Cap”).
13.3 Survival. The Environmental Indemnity shall survive Closing for the greater of (a) six (6) years or (b) the applicable statute of repose under RCW 70A.305. All other indemnities shall survive the Survival Period stated in Section 9.3.
13.4 Buyer’s Indemnity. Buyer shall indemnify, defend, and hold harmless Seller from and against all losses, damages, costs, and expenses arising out of (a) Buyer’s entry onto the Property prior to Closing (including mechanic’s liens and property damage) and (b) Buyer’s failure to perform any obligation that survives Closing.
13.5 Insurance. Prior to Closing, Seller shall maintain its existing property and liability insurance. Buyer shall maintain commercial general liability insurance in an amount not less than $[AMOUNT] per occurrence naming Seller as an additional insured with respect to Buyer’s pre-Closing activities.
13.6 Waiver of Consequential Damages. Except with respect to third-party claims covered by Section 13.1 or 13.4, neither Party shall be liable to the other for any consequential, incidental, or punitive damages arising out of this Agreement.
14. DISPUTE RESOLUTION
14.1 Governing Law. This Agreement and all disputes hereunder shall be governed by and construed in accordance with the laws of the State of Washington, without regard to conflict-of-laws principles.
14.2 Forum Selection. Each Party irrevocably submits to the exclusive jurisdiction of the state courts located in [COUNTY], Washington, and agrees that venue shall lie exclusively therein.
14.3 Optional Arbitration. [OPTIONAL PROVISION – INSERT if Parties elect binding arbitration administered by JAMS/AAA, with rules, panel composition, and location in Washington. Delete if not desired.]
14.4 Jury Waiver. [OPTIONAL] EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY IN ANY ACTION RELATING TO THIS AGREEMENT.
14.5 Specific Performance; Injunctive Relief. The Parties acknowledge that monetary damages may be inadequate and that specific performance or injunctive relief may be appropriate to enforce Sections 5, 6, 10, or 12.1(ii).
15. GENERAL PROVISIONS
15.1 Notices. All notices must be in writing and shall be deemed given: (a) on the date of delivery if delivered in person or by nationally recognized overnight courier; (b) on the date sent by email (with confirmation of delivery) if sent prior to 5:00 p.m. (Pacific Time) on a Business Day; or (c) on the next Business Day if delivered after 5:00 p.m. or on a non-Business Day. Notices shall be sent to the addresses for each Party set forth in the introductory paragraph (or as updated by a Party in accordance with this Section).
15.2 Amendment; 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.
15.3 Assignment. Buyer may not assign its rights under this Agreement without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned, or delayed; provided, however, Buyer may assign its rights to an Affiliate of Buyer or in connection with a Section 1031 exchange upon prior written notice to Seller. Any assignment shall not relieve Buyer of its obligations unless Seller expressly releases Buyer in writing.
15.4 Successors and Assigns. Subject to Section 15.3, this Agreement shall inure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns.
15.5 Brokers. Each Party represents to the other that, except for [BROKER NAMES], no broker, finder, or investment banker has been engaged in connection with the transaction. Seller and Buyer shall each indemnify, defend, and hold harmless the other from and against any claim for brokerage commissions or finder’s fees arising by reason of the indemnifying Party’s breach of the foregoing representation.
15.6 1031 Exchange. Either Party may consummate the transaction as part of a like-kind exchange under Section 1031 of the Internal Revenue Code, provided that (a) the other Party shall incur no additional cost or liability, (b) any delay in Closing shall not exceed [NUMBER] days, and (c) the exchanging Party shall indemnify and hold harmless the other Party from any resulting liability.
15.7 Severability. If any provision of this Agreement is deemed invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be interpreted to fulfill its intended economic effect to the maximum extent permitted by law.
15.8 Entire Agreement. This Agreement (including the Exhibits) constitutes the entire agreement between the Parties with respect to the subject matter hereof, superseding all prior and contemporaneous understandings, representations, and negotiations, whether oral or written.
15.9 Counterparts; Electronic Signatures. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original but all of which together shall constitute one instrument. Signatures delivered by electronic means (e.g., PDF, DocuSign) shall be deemed original signatures for all purposes.
15.10 Time of Essence; Business Days. Time is of the essence in the performance of this Agreement. If any deadline falls on a day other than a Business Day, such deadline shall be extended to the next Business Day. “Business Day” means any day other than Saturday, Sunday, or a federal or Washington State legal holiday.
15.11 Further Assurances. Each Party agrees to execute and deliver such additional documents and perform such further acts as may be reasonably necessary to carry out the intent and purpose of this Agreement.
15.12 No Third-Party Beneficiaries. This Agreement is solely for the benefit of the Parties and their permitted successors and assigns, and no provision hereof shall confer upon any other Person any right or remedy.
16. EXECUTION BLOCK
IN WITNESS WHEREOF, the Parties have executed this Purchase and Sale Agreement as of the Effective Date.
SELLER:
[SELLER LEGAL NAME]
By: _____
Name: _____
Title: _____
Date: _______
BUYER:
[BUYER LEGAL NAME]
By: _____
Name: _____
Title: _____
Date: _______
[Notary acknowledgments to be added if deed or state law requires notarization of the Agreement itself.]
EXHIBIT A
LEGAL DESCRIPTION
[Attach full metes-and-bounds or recorded legal description of the Land.]
EXHIBIT B
PERSONAL PROPERTY
[List of equipment, fixtures, and other tangible personal property.]
EXHIBIT C
DUE DILIGENCE MATERIALS CHECKLIST
[Comprehensive list of documents Seller must provide.]
EXHIBIT D
[STATUTORY/SPECIAL] WARRANTY DEED
[Form complies with RCW 64.04.030; insert full text.]
EXHIBIT E
BILL OF SALE & ASSIGNMENT OF INTANGIBLES
[Standard form.]
EXHIBIT F
ASSIGNMENT & ASSUMPTION OF LEASES AND CONTRACTS
[Standard form.]
EXHIBIT G
NON-FOREIGN TRANSFEROR AFFIDAVIT (FIRPTA)
EXHIBIT H
TENANT ESTOPPEL CERTIFICATE (FORM)
EXHIBIT I
ENVIRONMENTAL INDEMNITY AGREEMENT
[// GUIDANCE: Tailor indemnity scope, notice, defense, and recovery mechanics; consider inclusion of escrow hold-back for known issues.]
[// GUIDANCE: Confirm conformity with local title company requirements, RCW recording standards, and any county-specific REET affidavits. Validate all monetary caps, deadlines, and elective provisions before final execution.]