PURCHASE AND SALE AGREEMENT

(Commercial Real Estate – Wisconsin)

[// GUIDANCE: This court-ready template is intentionally comprehensive. Counsel should delete provisions that are not applicable and revise bracketed text before execution.]

TABLE OF CONTENTS

I. Document Header & Recitals
II. Defined Terms
III. Purchase and Sale; Consideration
IV. Due Diligence & Inspection Rights
V. Closing
VI. Representations & Warranties
VII. Covenants
VIII. Conditions Precedent
IX. Default & Remedies
X. Risk Allocation
XI. Dispute Resolution
XII. General Provisions
XIII. Execution Block
Exhibits & Schedules

• Page numbers to be added upon final formatting.

I. DOCUMENT HEADER & RECITALS

This Purchase and Sale Agreement (this “Agreement”) is made as of [Effective Date] (the “Effective Date”) by and between [Seller Legal Name], a [State] [Entity Type] (“Seller”), and [Buyer Legal Name], a [State] [Entity Type] (“Buyer”, and together with Seller, each a “Party” and collectively, the “Parties”).

RECITALS

A. Seller is the fee simple owner of certain real property located in [County] County, Wisconsin, commonly known as [Street Address], together with all improvements, fixtures, rights, privileges, and appurtenances (collectively, the “Property”).
B. Seller desires to sell and Buyer desires to purchase the Property upon the terms and conditions set forth herein.
C. The Parties intend that this Agreement comply with Wis. Stat. § 706.02 (writing requirements for conveyances of interests in land).

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

II. DEFINED TERMS

The following terms shall have the meanings set forth below and shall apply equally to the singular and plural forms. Capitalized terms not defined in this Article II have the meanings ascribed elsewhere in this Agreement.

“Access Period” – the period commencing on the Effective Date and expiring at 5:00 p.m. (Central) on the last day of the Due Diligence Period.

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

“Applicable Law” – all statutes, regulations, rules, ordinances, codes, decrees, and orders of any governmental authority having jurisdiction over the Property or the transactions contemplated herein.

“Business Day” – any day other than a Saturday, Sunday, or federal or Wisconsin state holiday.

“Closing” – the consummation of the purchase and sale of the Property in accordance with Article V.

“Closing Date” – the date on which Closing occurs, being [Closing Date Placeholder], or such other date as the Parties may mutually agree in writing.

“Deposit” – the earnest money deposit described in Section 3.2.

“Due Diligence Period” – the period beginning on the Effective Date and ending at 5:00 p.m. (Central) on [30] days thereafter, as may be extended pursuant to this Agreement.

“Environmental Laws” – all federal, state, and local statutes, regulations, and ordinances relating to pollution, protection of the environment or human health, including Wis. Stat. ch. 292 and regulations promulgated by the Wisconsin Department of Natural Resources (“WDNR”).

“Title Company” – [Title Company Name] or any nationally recognized title insurer acceptable to both Parties.

Other defined terms appear throughout this Agreement in quotation marks.

III. PURCHASE AND SALE; CONSIDERATION

3.1 Purchase and Sale

Seller agrees to sell, assign, and convey to Buyer, and Buyer agrees to purchase from Seller, the Property on the terms set forth herein.

3.2 Deposit; Escrow

(a) Within [3] Business Days after the Effective Date, Buyer shall deposit [Deposit Amount] (the “Deposit”) by wire transfer with [Escrow Agent] (the “Escrow Agent”).
(b) The Deposit shall be held in an interest-bearing account and applied at Closing to the Purchase Price or disbursed as otherwise provided herein.
(c) All escrow instructions shall be consistent with this Agreement; in the event of conflict, the Agreement controls.

3.3 Purchase Price

The total purchase price is $[Purchase Price] (the “Purchase Price”), payable as follows:
(i) Deposit (credited) – $[ ]
(ii) Cash at Closing – $[ ]

3.4 Independent Consideration

Simultaneously with the Deposit, Buyer shall deliver to Seller non-refundable independent consideration of $[100], which Seller shall retain in all events and which shall be credited against the Purchase Price at Closing.

IV. DUE DILIGENCE & INSPECTION RIGHTS

4.1 Delivery of Due Diligence Materials

Within [5] Business Days after the Effective Date, Seller shall furnish Buyer with the items listed on Schedule 4.1 (collectively, the “Property Information”).

[// GUIDANCE: Tailor Schedule 4.1 to include leases, service contracts, environmental reports, zoning letters, tax bills, etc.]

4.2 Access; Entry

Buyer and its agents may, upon at least [2] Business Days’ prior notice, enter the Property during the Access Period to conduct inspections, tests, surveys, and studies, provided Buyer (a) carries not less than $[2,000,000] commercial general liability insurance naming Seller as additional insured, and (b) restores the Property to substantially its pre-entry condition.

4.3 Environmental Investigations

(a) Buyer may commission Phase I and, if recommended, Phase II environmental site assessments (“ESAs”) in accordance with ASTM E1527-21 and WDNR guidelines.
(b) If any ESA indicates a “Recognized Environmental Condition,” Buyer may terminate this Agreement by written notice delivered before expiration of the Due Diligence Period, and the Deposit shall be refunded to Buyer.

4.4 Zoning Compliance Review

Buyer may obtain, at Buyer’s expense, a zoning verification letter confirming that the current use and intended use of the Property comply with all Applicable Law (the “Zoning Compliance”). Non-compliance shall constitute a Title Objection under Section 4.6(b).

4.5 Survey

Buyer may obtain an ALTA/NSPS Land Title Survey certified to Buyer, Seller, Title Company, and Buyer’s lender. Any survey matter that would constitute a defect is subject to the title objection procedures in Section 4.6.

4.6 Title Review

(a) Seller shall cause Title Company to issue a commitment for an owner’s title insurance policy (the “Title Commitment”) within [5] Business Days after the Effective Date, together with legible copies of all exceptions (collectively, “Exception Documents”).
(b) Buyer shall have [10] Business Days after receipt of the last of the Title Commitment, Survey, and Exception Documents to deliver written notice of objections (“Title Objections”) to Seller. Matters not objected to in a timely manner are deemed “Permitted Exceptions.”
(c) Seller shall have [5] Business Days to elect to cure Title Objections; failure to respond constitutes election not to cure. If Seller declines or fails to cure, Buyer may (i) terminate this Agreement and receive a refund of the Deposit, or (ii) waive such Title Objections and proceed to Closing.

[// GUIDANCE: Wisconsin customarily allows gap coverage—counsel should coordinate with the Title Company to issue an ALTA Owner’s Policy (2006 or current) with extended coverage endorsements as applicable.]

V. CLOSING

5.1 Closing Date & Location

Closing shall occur on the Closing Date through an escrow with the Escrow Agent or such other method/location as the Parties mutually agree.

5.2 Seller’s Closing Deliverables

(a) Warranty Deed in statutory form under Wis. Stat. § 706.10, conveying fee simple title subject only to Permitted Exceptions.
(b) Owner’s Affidavit and Gap Indemnity acceptable to Title Company.
(c) FIRPTA Non-Foreign Affidavit.
(d) Bill of Sale for Personal Property (if any).
(e) Assignment and Assumption of Leases and Contracts.
(f) Evidence of Seller’s authority (entity resolutions, certificates of incumbency, etc.).
(g) Closing statement.

5.3 Buyer’s Closing Deliverables

(a) Purchase Price balance by wire transfer.
(b) Counterparts of all assignments and assumption agreements.
(c) Evidence of authority.
(d) Closing statement.

5.4 Prorations & Closing Costs

(a) Taxes, rents, operating expenses, utility charges, and other revenue/expense items shall be prorated as of 11:59 p.m. on the day preceding the Closing Date.
(b) Transfer tax under Wis. Stat. § 77.21 et seq. shall be paid by [Party].
(c) Title premium, recording fees, escrow fees, and survey costs shall be allocated per Schedule 5.4.

VI. REPRESENTATIONS & WARRANTIES

6.1 Seller’s Representations

Seller represents and warrants to Buyer that as of the Effective Date and as of Closing:
(a) Authority & Enforceability – Seller is duly organized, validly existing, and has all necessary power and authority to execute and perform this Agreement.
(b) No Conflicts – Execution and performance do not violate Seller’s governing documents, any agreement to which Seller is party, or any Applicable Law.
(c) Title – Seller is the fee simple owner of the Property, free and clear of liens other than Permitted Exceptions.
(d) Litigation – No pending or, to Seller’s Knowledge, threatened litigation or condemnation affecting the Property.
(e) Environmental – Seller has not received written notice from any governmental authority of any uncorrected violation of Environmental Laws affecting the Property.
(f) Compliance – To Seller’s Knowledge, the Property is in material compliance with zoning, building codes, and other Applicable Law.
(g) Foreign Status – Seller is not a “foreign person” within the meaning of 26 U.S.C. § 1445.

6.2 Buyer’s Representations

Buyer represents and warrants that:
(a) Buyer is duly organized, validly existing, and in good standing under the laws of its state of formation.
(b) Buyer has full power, authority, and financial capacity to perform its obligations.
(c) No consent or approval of any third party is required for execution and performance, except as expressly set forth herein.

6.3 Survival

Seller’s representations in Sections 6.1(d)–(f) shall survive Closing for [12] months; all other representations shall merge into the Deed at Closing.

[// GUIDANCE: Counsel may extend or shorten survival periods to align with negotiated risk allocation.]

VII. COVENANTS

7.1 Seller’s Covenants

Until Closing or earlier termination:
(a) Operations – Operate and maintain the Property in substantially the same manner and condition as of the Effective Date, reasonable wear and tear excepted.
(b) New Agreements – Not enter into, amend, or terminate any lease or service contract without Buyer’s prior written consent (not to be unreasonably withheld).
(c) Environmental – Promptly notify Buyer of any notice of violation of Environmental Laws or release of Hazardous Substances.
(d) Access – Provide Buyer continued access under Article IV.

7.2 Buyer’s Covenants

(a) Confidentiality – Keep non-public Property Information confidential, except disclosure to Buyer’s Representatives bound by similar obligations.
(b) Indemnity – Indemnify Seller from claims arising from Buyer’s entries and inspections (except to the extent arising from Seller’s negligence or misconduct).

VIII. CONDITIONS PRECEDENT

8.1 Buyer’s Conditions

Buyer’s obligation to close is contingent upon:
(a) Accuracy of Seller’s representations at Closing.
(b) Seller’s performance of covenants.
(c) Title Company’s commitment to issue the Title Policy subject only to Permitted Exceptions.
(d) Absence of material adverse change to the Property.
(e) Zoning Compliance confirmation.
(f) Environmental investigations satisfactory to Buyer.

8.2 Seller’s Conditions

Seller’s obligation to close is contingent upon Buyer’s payment of the Purchase Price and performance of all obligations.

IX. DEFAULT & REMEDIES

9.1 Seller Default

If Seller fails to perform and does not cure within [5] Business Days after notice, Buyer may (as its sole remedies):
(a) Terminate this Agreement and receive a refund of the Deposit plus reimbursement of out-of-pocket third-party due diligence costs up to $[Cap];
(b) Seek specific performance of Seller’s obligations; or
(c) Pursue any other remedy at law or equity not waived herein.

9.2 Buyer Default

If Buyer fails to close and does not cure within [5] Business Days after notice, Seller may terminate this Agreement and retain the Deposit as liquidated damages, the Parties acknowledging actual damages would be difficult to ascertain.

[// GUIDANCE: Delete or modify liquidated damages if the Parties prefer actual damages or specific performance.]

X. RISK ALLOCATION

10.1 Environmental Indemnification

From and after Closing, Seller shall indemnify, defend, and hold harmless Buyer, its Affiliates, and their respective officers, directors, members, partners, employees, and agents (collectively, the “Buyer Indemnitees”) from and against all losses, costs, damages, liabilities, claims, and expenses (including reasonable attorneys’ fees) arising from or related to:
(a) Any violation of Environmental Laws or release of Hazardous Substances originating on or before the Closing Date; or
(b) Any affirmative misrepresentation by Seller in Section 6.1(e).
The obligations in this Section 10.1 survive Closing for [3] years and are not subject to any liability cap.

10.2 General Indemnification

Each Party (the “Indemnifying Party”) shall indemnify the other Party (the “Indemnified Party”) from claims arising from the Indemnifying Party’s breach of this Agreement or negligence/misconduct.

10.3 Liability Cap

Except for (i) fraud, (ii) willful misconduct, and (iii) Seller’s Environmental Indemnification under Section 10.1, each Party’s aggregate liability shall not exceed [Cap Amount or “$_ or __ % of the Purchase Price”].

10.4 Insurance

Seller shall maintain current insurance until Closing; Buyer shall maintain the coverage required under Section 4.2. Buyer will obtain property insurance commencing on the Closing Date.

10.5 Force Majeure

Performance is excused for delays caused by acts of God, war, terrorism, pandemics, or governmental orders beyond the reasonable control of the affected Party, provided notice is given within [5] Business Days and performance resumes promptly.

XI. DISPUTE RESOLUTION

11.1 Governing Law

This Agreement and any dispute arising hereunder shall be governed by and construed in accordance with the laws of the State of Wisconsin, without regard to conflict-of-law principles.

11.2 Forum Selection

Subject to Section 11.3 (Arbitration), the Parties irrevocably submit to the exclusive jurisdiction of the state courts located in [County] County, Wisconsin.

11.3 Arbitration (Optional)

[☐ Check if elected] If elected by initialing below, any dispute shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The seat of arbitration shall be [City, Wisconsin]. Judgment on the award may be entered in any court of competent jurisdiction.
Seller Initials: _ Buyer Initials: ___

11.4 Jury Trial Waiver (Optional)

[☐ Check if elected] EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF THIS AGREEMENT.
Seller Initials: _ Buyer Initials: ___

11.5 Specific Performance

Each Party acknowledges that the Property is unique and that monetary damages may be inadequate; therefore, specific performance and injunctive relief are expressly available to enforce this Agreement.

XII. GENERAL PROVISIONS

12.1 Notices

All notices shall be in writing and deemed given when (i) delivered personally, (ii) sent by recognized overnight courier, or (iii) emailed with confirmation of transmission, to the addresses set forth below each Party’s signature.

12.2 Amendment & Waiver

No amendment or waiver is effective unless in a writing signed by the Party against whom enforcement is sought. No waiver constitutes waiver of any subsequent breach.

12.3 Assignment

Buyer may not assign this Agreement without Seller’s prior written consent, except to an Affiliate or Buyer’s lender as collateral assignment. Any assignment shall not release the assigning Party.

12.4 Entire Agreement; Merger

This Agreement, together with the Exhibits and Schedules, constitutes the entire agreement and supersedes all prior understandings.

12.5 Severability

If any provision is invalid, the remaining provisions remain in full force, and the Parties shall negotiate a valid substitute provision.

12.6 Successors & Assigns

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

12.7 Counterparts; Electronic Signatures

This Agreement may be executed in counterparts, each deemed an original, and delivered electronically (PDF, DocuSign, or similar), which shall be as effective as originals.

12.8 Interpretation

Headings are for convenience only. “Including” means “including without limitation.” Time periods refer to calendar days unless stated as Business Days.

XIII. EXECUTION BLOCK

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

SELLER:
[Seller Legal Name]
By: _____
Name: ____
Title: _____
Date: ____

BUYER:
[Buyer Legal Name]
By: _____
Name: ____
Title: _____
Date: ____

(ACKNOWLEDGMENT AND NOTARY BLOCKS TO BE INSERTED AS REQUIRED FOR RECORDING UNDER WISCONSIN LAW)

EXHIBITS & SCHEDULES

Exhibit A – Legal Description of the Property
Exhibit B – Bill of Sale
Exhibit C – Assignment and Assumption of Leases and Contracts
Schedule 4.1 – Property Information
Schedule 5.4 – Closing Cost Allocation

[// GUIDANCE: Attachments must be completed prior to circulation for signature. Verify legal description against most recent title commitment.]