COMMERCIAL REAL ESTATE PURCHASE AND SALE AGREEMENT

(State of West Virginia)

[// GUIDANCE: This template is designed for the purchase and sale of improved or unimproved commercial real property located in West Virginia. Customize all bracketed terms, adjust defined terms to match your transaction, and review for client- and deal-specific issues (e.g., financing contingencies, tax-deferred exchanges, specialized environmental risks).]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
4. Representations and Warranties
5. Covenants
6. Default and Remedies
7. Risk Allocation
8. Dispute Resolution
9. General Provisions
10. Execution Block
11. Exhibits & Schedules

[// GUIDANCE: Use embedded hyperlinks or auto-generated TOC tools for long-form agreements.]

1. DOCUMENT HEADER

COMMERCIAL REAL ESTATE PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into 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”). Seller and Buyer are sometimes referred to individually as a “Party” and collectively as the “Parties.”

1.1 Recitals

A. Seller is the owner of that certain parcel of real property located at [PROPERTY ADDRESS / DESCRIPTION], together with all improvements thereon and all rights appurtenant thereto (the “Property”).
B. Buyer desires to purchase, and Seller desires to sell, the Property on the terms and subject to the conditions set forth herein.
C. The Parties intend this Agreement to be a binding contract upon execution and delivery.

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:

2. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below. Capitalized terms used but not defined in a Section shall have the meanings assigned in this Section 2.

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

“Applicable Law” means all statutes, codes, ordinances, rules, regulations, and orders of any governmental authority having jurisdiction over the Property or the Parties, including without limitation all Environmental Laws and all zoning, subdivision, and land-use laws of the State of West Virginia and any relevant municipality or county.

“Business Day” means any day other than Saturday, Sunday, or a day on which banking institutions in the State of West Virginia are authorized or required by law to close.

“Closing” means the consummation of the transactions contemplated by this Agreement, to occur on the Closing Date by escrow with the Title Company.

“Closing Date” means [CLOSING DATE], or such other date mutually agreed in writing by the Parties.

“Contract Rate” means the lesser of (a) [DEFAULT INTEREST RATE, e.g., 10%] per annum or (b) the maximum lawful rate.

“Deposit” has the meaning given in Section 3.2.

“Due Diligence Period” has the meaning given in Section 3.3.

“Environmental Laws” means all Applicable Laws relating to pollution, environmental protection, human health and safety, hazardous substances, or the environment, including 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 West Virginia Hazardous Waste Management Act (W. Va. Code §§ 22-18-1 et seq.), and regulations promulgated thereunder.

“Escrow Agent” means [TITLE COMPANY / ESCROW AGENT NAME].

“Indemnified Parties” has the meaning given in Section 7.1.

“Lien” means any mortgage, deed of trust, security interest, pledge, lien, charge, encumbrance, or claim of any kind.

“Permitted Exceptions” has the meaning given in Section 3.5(e).

“Purchase Price” has the meaning given in Section 3.1.

“Survey” has the meaning given in Section 3.5(c).

“Title Commitment” has the meaning given in Section 3.5(a).

“Title Company” means [TITLE COMPANY LEGAL NAME].

[// GUIDANCE: Add or delete defined terms to track the operative provisions.]

3. OPERATIVE PROVISIONS

3.1 Purchase and Sale; Purchase Price

Seller agrees to sell, and Buyer agrees to purchase, the Property for a total purchase price of [WRITE OUT AMOUNT] U.S. Dollars (US$[NUMERICAL]) (the “Purchase Price”), subject to adjustment and prorations as provided herein.

3.2 Deposit

(a) Within [NUMBER] Business Days after the Effective Date, Buyer shall deliver to Escrow Agent an earnest money deposit in the amount of US$[DEPOSIT AMOUNT] (the “Deposit”).
(b) The Deposit shall be held in an interest-bearing escrow account and applied at Closing to the Purchase Price.
(c) If the transaction fails to close, the Deposit shall be disbursed in accordance with this Agreement.

[// GUIDANCE: Tie Deposit release mechanics to Due Diligence termination rights.]

3.3 Due Diligence Period

(a) Buyer shall have [NUMBER] days after the Effective Date (the “Due Diligence Period”) to conduct any investigations Buyer deems necessary, including:
 (i) Phase I (and, at Buyer’s option, Phase II) Environmental Site Assessments;
 (ii) review of zoning and land-use compliance;
 (iii) inspection of leases, contracts, permits, and licenses affecting the Property; and
 (iv) physical inspection, including structural, mechanical, and roof systems.
(b) Buyer may terminate this Agreement for any reason by written notice to Seller on or before expiration of the Due Diligence Period, whereupon the Deposit shall be returned to Buyer and neither Party shall have further liability (except for obligations that expressly survive termination).
(c) Buyer shall repair any physical damage caused by its inspections and shall indemnify Seller against Claims arising from Buyer’s entry, except to the extent arising from Seller’s negligence or willful misconduct.

3.4 Payment of Purchase Price

On the Closing Date, Buyer shall pay the Purchase Price (as adjusted) to Seller by wire transfer of immediately available funds through escrow.

3.5 Title and Survey

(a) Title Commitment. Within [NUMBER] days after the Effective Date, Seller shall cause the Title Company to deliver to Buyer a commitment for an ALTA Owner’s Policy of Title Insurance (the “Title Commitment”) together with legible copies of all exception documents.
(b) Title Objections. Buyer shall have [NUMBER] days after receipt of the last of the Title Commitment and Survey to deliver written title objections (the “Title Objection Notice”) to Seller.
(c) Survey. Buyer may obtain a current ALTA/NSPS survey of the Property (the “Survey”) certified to Buyer, Seller, and Title Company.
(d) Cure. Seller shall have until [CURE DATE/NUMBER OF DAYS] (“Title Cure Period”) to cure or agree to cure Buyer’s objections. Seller may elect to refuse to cure any objection in Seller’s sole discretion.
(e) Permitted Exceptions. Any title exceptions approved or waived by Buyer, or not timely objected to, and those cured by Closing, shall constitute “Permitted Exceptions.”
(f) Title Policy. At Closing, Title Company shall issue to Buyer an ALTA Owner’s Policy in the amount of the Purchase Price, insuring title to the Property subject only to Permitted Exceptions. Seller shall pay the premium for a standard coverage policy; Buyer shall pay any costs of endorsements or extended coverage.

3.6 Closing Mechanics

(a) Closing Date. Closing shall occur on the Closing Date by escrow with Title Company.
(b) Closing Deliverables.
 (i) Seller shall deliver:
  (1) Special Warranty Deed, duly executed and acknowledged;
  (2) Assignment of Leases and Contracts;
  (3) Bill of Sale for personal property, if any;
  (4) FIRPTA affidavit;
  (5) Non-foreign status certification;
  (6) Evidence of authority, resolutions, certificates of incumbency; and
  (7) Such additional documents as Title Company may reasonably require.
 (ii) Buyer shall deliver:
  (1) The Purchase Price;
  (2) Evidence of authority; and
  (3) Any other documents reasonably required by Title Company.
(c) Closing Costs.
 (i) Seller pays: deed preparation, transfer taxes, 50% of Escrow Agent fee, and recording fees for Seller’s instruments.
 (ii) Buyer pays: title premium (extended coverage), Survey, 50% of Escrow Agent fee, and recording fees for Buyer’s instruments.

3.7 Conditions Precedent

(a) Buyer’s obligation to close is conditioned upon:
 (i) Title Company readiness to issue the Title Policy;
 (ii) Accuracy of Seller’s representations and warranties as of Closing;
 (iii) Seller’s performance of all covenants required to be performed before or on the Closing Date; and
 (iv) Absence of any Material Adverse Change.
(b) Seller’s obligation to close is conditioned upon:
 (i) Buyer’s performance of its covenants; and
 (ii) Receipt of the Purchase Price.

4. REPRESENTATIONS AND WARRANTIES

4.1 Seller’s Representations and Warranties

Seller represents and warrants to Buyer that, as of the Effective Date and as of Closing:

(a) Organization and Authority. Seller is duly organized, validly existing, and in good standing under the laws of its state of formation and has requisite authority to execute and perform this Agreement.

(b) Title. Seller owns good and marketable fee simple title to the Property, free and clear of Liens other than Permitted Exceptions.

(c) No Violation. Execution, delivery, and performance of this Agreement do not violate any agreement, judgment, or Applicable Law binding on Seller.

(d) Environmental Matters. To Seller’s Knowledge:
 (i) The Property is in compliance with all Environmental Laws;
 (ii) No Hazardous Substances are present in, on, or under the Property in violation of Environmental Laws;
 (iii) Seller has received no written notice of any environmental Claim.

(e) Zoning. Seller has received no written notice that the current use of the Property violates Applicable Law, including zoning or land-use regulations.

(f) Litigation. There is no pending or, to Seller’s Knowledge, threatened litigation or governmental proceeding concerning the Property.

(g) Foreign Status. Seller is not a “foreign person” within the meaning of 26 U.S.C. § 1445.

(h) Leases. Any leases affecting the Property are listed on Schedule 4.1(h); true and complete copies thereof have been provided to Buyer.

4.2 Buyer’s Representations and Warranties

Buyer represents and warrants to Seller that:

(a) Organization and Authority. Buyer is duly organized, validly existing, and in good standing under the laws of its state of formation and has requisite authority to execute and perform this Agreement.

(b) No Violation. Execution, delivery, and performance of this Agreement do not violate any agreement, judgment, or Applicable Law binding on Buyer.

(c) Funding. Buyer has, or will have at Closing, sufficient funds to pay the Purchase Price and perform its obligations hereunder.

4.3 Survival

(a) Fundamental Representations (Sections 4.1(a)–(c) and 4.2(a)–(b)) survive indefinitely.
(b) All other representations and warranties survive Closing for [SURVIVAL PERIOD, e.g., 12 months].

[// GUIDANCE: Consider escrow holdbacks or warranty insurance for high-risk matters.]

5. COVENANTS

5.1 Seller’s Covenants

(a) Operation. From the Effective Date until Closing, Seller shall:
 (i) operate and maintain the Property in substantially the same manner as prior to the Effective Date;
 (ii) not encumber or convey any interest in the Property without Buyer’s prior written consent;
 (iii) maintain all insurance presently carried.
(b) Access. Seller shall afford Buyer and its representatives reasonable access to the Property during normal business hours upon at least [24/48] hours’ notice; provided Buyer complies with Seller’s reasonable safety and confidentiality requirements.
(c) Cooperation. Seller will cooperate in Buyer’s efforts to obtain zoning confirmations, governmental approvals, and tenant estoppel certificates.

5.2 Buyer’s Covenants

(a) Confidentiality. Buyer shall hold all proprietary information obtained from Seller in confidence, except as required by Applicable Law.
(b) Restoration. Buyer shall repair any damage caused by its inspections.
(c) Post-Closing Obligations. Buyer shall assume and perform, from and after Closing, all obligations under leases and contracts comprising Permitted Exceptions.

6. DEFAULT AND REMEDIES

6.1 Buyer Default

If Buyer fails to close when obligated and is not otherwise excused by Seller’s default or failure of a condition precedent, Seller’s sole and exclusive remedy shall be to terminate this Agreement and receive the Deposit as liquidated damages. The Parties acknowledge the difficulty in ascertaining Seller’s actual damages and agree the Deposit constitutes a reasonable estimate thereof.

[// GUIDANCE: For larger transactions consider partial specific performance carve-out or right to seek additional damages.]

6.2 Seller Default

If Seller fails to close when obligated, Buyer may elect (a) termination and return of the Deposit plus reimbursement of Buyer’s actual out-of-pocket expenses not to exceed US$[CAP], or (b) seek specific performance of this Agreement.

6.3 Events of Default; Notice and Cure

Neither Party shall be deemed in default until it has received written notice of default specifying the nature thereof and has failed to cure within [10] Business Days (monetary defaults) or [30] Business Days (non-monetary defaults).

6.4 Attorneys’ Fees

The prevailing Party in any action or proceeding to enforce this Agreement is entitled to recover its reasonable attorneys’ fees and costs.

7. RISK ALLOCATION

7.1 Environmental Indemnity

(a) Seller Indemnity. Seller shall indemnify, defend, and hold harmless Buyer and its Affiliates, lenders, successors, and assigns (collectively, “Indemnified Parties”) from and against any and all losses, liabilities, damages, claims, costs, and expenses (including reasonable attorneys’ fees) arising from or relating to (i) a breach of Seller’s environmental representations or covenants, or (ii) the presence of Hazardous Substances on, under, or migrating from the Property to the extent in existence prior to Closing.
(b) Buyer Indemnity. Buyer shall indemnify and hold harmless Seller and its Affiliates from and against any and all losses arising from Buyer’s introduction, use, or release of Hazardous Substances after Closing.
(c) Survival. The indemnities in this Section survive Closing for the applicable statute of limitations plus six (6) months.

7.2 Limitation of Liability

Subject to Section 7.1 (Environmental Indemnity) and Section 6.2 (Specific Performance), Seller’s aggregate liability for breaches of this Agreement shall not exceed US$[NEGOTIABLE LIABILITY CAP]. Neither Party shall be liable for consequential, special, or punitive damages, except in connection with fraud or willful misconduct.

7.3 Insurance

Until Closing, Seller shall maintain existing property and liability insurance. From and after Closing, Buyer shall obtain and maintain commercially reasonable property and liability insurance naming Seller as an additional insured for any post-Closing indemnity obligations that survive.

7.4 Force Majeure

Neither Party is liable for failure to perform due to acts of God, war, terrorism, pandemic, or other events beyond its reasonable control; provided that the affected Party gives prompt written notice and resumes performance as soon as practicable.

8. DISPUTE RESOLUTION

8.1 Governing Law

This Agreement is governed by, and construed in accordance with, the laws of the State of West Virginia, without regard to conflict-of-laws rules.

8.2 Forum Selection

Each Party irrevocably submits to the exclusive jurisdiction of the state courts located in [COUNTY], West Virginia for any action arising out of or relating to this Agreement, and waives any objection based on venue or inconvenient forum.

8.3 Optional Arbitration

[ARBITRATION OPTION ALTERNATIVE 1 – DELETE IF NOT ELECTED]
If [CHECK BOX] elected by mutual written agreement, any dispute shall be finally resolved by binding arbitration administered by [ARBITRATION ADMINISTRATOR] in accordance with its commercial arbitration rules. Judgment on the award may be entered in any court of competent jurisdiction.

8.4 Optional Jury Trial Waiver

[// GUIDANCE: Jury waivers must be knowing and voluntary to be enforceable.]
IF PERMITTED BY APPLICABLE LAW AND IF BOTH PARTIES INITIAL BELOW, THE PARTIES WAIVE ANY RIGHT TO A JURY TRIAL IN ANY ACTION ARISING OUT OF THIS AGREEMENT.
Seller Initials: __ Buyer Initials: ____

8.5 Specific Performance

Notwithstanding anything to the contrary, the Parties acknowledge that the Property is unique and that damages may be inadequate; accordingly, either Party shall be entitled to seek specific performance or injunctive relief in addition to any other remedies.

9. GENERAL PROVISIONS

9.1 Notices

All notices must be in writing and delivered by (a) personal delivery, (b) nationally recognized overnight courier, or (c) certified U.S. mail, return receipt requested, to the addresses set forth below (or as updated by notice). Notice is effective (i) upon receipt if personally delivered, (ii) one Business Day after deposit with courier, or (iii) three Business Days after mailing.

Seller Address:
 [ADDRESS; ATTENTION LINE; EMAIL FOR COURTESY COPY]

Buyer Address:
 [ADDRESS; ATTENTION LINE; EMAIL FOR COURTESY COPY]

9.2 Amendments and Waivers

No amendment or waiver of this Agreement is effective unless in writing and signed by both Parties. A waiver on one occasion is not a waiver of any subsequent breach.

9.3 Assignment

Neither Party may assign this Agreement without the prior written consent of the other, except Buyer may assign to an Affiliate or to a lender as collateral security upon notice to Seller.

9.4 Successors and Assigns

This Agreement binds and inures to the benefit of the Parties and their respective successors and permitted assigns.

9.5 Severability

If any provision is held invalid, illegal, or unenforceable, the remaining provisions remain in full force, and the invalid provision is deemed modified to the minimum extent necessary to make it enforceable.

9.6 Entire Agreement

This Agreement (including the Exhibits and Schedules) constitutes the entire agreement between the Parties and supersedes all prior understandings.

9.7 Counterparts; Electronic Signatures

This Agreement may be executed in counterparts, each of which is deemed an original, all of which together constitute one instrument. Signatures transmitted electronically or by PDF shall be deemed originals.

9.8 1031 Exchange Cooperation

Either Party may consummate the transaction as part of a like-kind exchange under 26 U.S.C. § 1031, at no cost or liability to the other Party, and without extending the Closing Date.

10. 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 BLOCK – STATE OF WEST VIRGINIA]
State of West Virginia
County of __
The foregoing instrument was acknowledged before me this _ day of _, 20__, by ____ as ___ of _______.

Notary Public
My commission expires: _______

11. EXHIBITS & SCHEDULES

Exhibit A Legal Description of the Property
Exhibit B Form of Special Warranty Deed
Exhibit C Assignment of Leases and Contracts
Exhibit D Bill of Sale
Schedule 4.1(h) Schedule of Leases
Schedule 7.1 Environmental Indemnity Scope

[// GUIDANCE: Attach a current, survey-verified legal description. Ensure deeds comply with W. Va. Code Ch. 36 conveyancing requirements and include consideration and preparer information.]

[// GUIDANCE: Prior to execution, review (1) state transfer tax exemptions or requirements, (2) municipal user fees, and (3) any local ordinances affecting commercial transfers—e.g., Jefferson County impact fees or Charleston municipal transfer affidavits. Confirm statutory seller disclosures are not required for commercial property (residential disclosure forms under W. Va. Code § 30-40-19 are generally inapplicable to commercial sales).]