COMMERCIAL PURCHASE AND SALE AGREEMENT

(State of Wyoming)

[// GUIDANCE: This template is drafted for the purchase and sale of improved or unimproved commercial real property located in Wyoming. It is designed to be modified by counsel for the transaction‐specific facts. Bracketed text indicates custom inputs or optional language.]

TABLE OF CONTENTS

1. Definitions
2. Purchase and Sale; Property
3. Purchase Price; Payment Terms
4. Due Diligence; Conditions Precedent
5. Title and Survey
6. Representations and Warranties
7. Covenants
8. Environmental Matters
9. Zoning Compliance
10. Closing
11. Default; Remedies
12. Risk Allocation
13. Casualty and Condemnation
14. Dispute Resolution
15. Miscellaneous
16. Execution

I. DOCUMENT HEADER

COMMERCIAL PURCHASE AND SALE AGREEMENT

This Commercial 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”).

RECITALS

A. Seller is the owner of certain real property commonly known as [Street Address, City, County, WY Zip], more particularly described on Exhibit A attached hereto (the “Land”), together with all improvements, rights, and interests appurtenant thereto (collectively, the “Property”).
B. Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, the Property upon the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties, and agreements herein contained, 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 have the meanings set forth below. All references are to Sections of this Agreement unless otherwise indicated.

“Affiliate” – any Person controlling, controlled by, or under common control with a party.
“Agreement” – as defined in the Preamble, including all Exhibits and Schedules.
“Business Day” – any day other than Saturday, Sunday, or a federal holiday on which national banks are open for business in Wyoming.
“Closing” – the consummation of the transaction contemplated hereby, as described in Section 10.
“Closing Date” – the date on which Closing occurs.
“Closing Documents” – collectively, the documents, instruments, and deliveries required under Section 10.
“Deposit” – the earnest money deposit described in Section 3.2.
“Due Diligence Period” – the period described in Section 4.1.
“Environmental Laws” – all applicable federal, state, or local statutes, regulations, or ordinances relating to pollution, hazardous materials, or protection of health, safety, or the environment, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. §§ 9601 et seq.
“Force Majeure Event” – as defined in Section 12.3.
“Governmental Authority” – any federal, state, county, municipal, or other governmental or quasi‐governmental agency having jurisdiction over the Property or the parties.
“Hazardous Materials” – as defined in Section 8.1.
“Knowledge” – (a) with respect to Seller, the actual knowledge of [LIST SPECIFIC SELLER REPRESENTATIVES] without duty of inquiry; and (b) with respect to Buyer, the actual knowledge of [LIST SPECIFIC BUYER REPRESENTATIVES] without duty of inquiry.
“Purchase Price” – the consideration described in Section 3.1.
“Title Company” – [Name of Title Company], or such other nationally recognized title insurer mutually acceptable to the parties.

[// GUIDANCE: Add or delete defined terms as needed for the transaction.]

III. OPERATIVE PROVISIONS

1. Purchase and Sale; Property

1.1 Purchase and Sale. Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, upon the terms and conditions set forth herein, the Property, including:
 (a) the Land;
 (b) all buildings and improvements thereon (“Improvements”);
 (c) all fixtures, machinery, equipment, and other personal property owned by Seller and located on or used exclusively in connection with the Land (“Personal Property”);
 (d) all assignable permits, licenses, approvals, warranties, guarantees, certificates of occupancy, and entitlements relating to the Property (collectively, “Intangibles”); and
 (e) Seller’s interest as landlord under the leases identified on Schedule 1 (the “Leases”), together with any tenant security deposits and prepaid rents.

2. Purchase Price; Payment Terms

2.1 Purchase Price. The aggregate purchase price for the Property is [Insert Dollar Amount in Words and Numbers] (the “Purchase Price”), subject to prorations and adjustments as provided herein.
2.2 Deposit. Within two (2) Business Days after the Effective Date, Buyer shall deposit with Title Company the sum of [Dollar Amount] (the “Deposit”) in immediately available funds.
 (a) The Deposit shall be held in escrow and applied at Closing to the Purchase Price or, if this Agreement terminates without default, disbursed as provided herein.
 (b) [Optional] Buyer shall deliver an additional deposit of [Dollar Amount] upon expiration of the Due Diligence Period (the “Additional Deposit,” and together with the initial Deposit, the “Deposit”).
2.3 Balance of Purchase Price. Buyer shall deliver the balance of the Purchase Price, plus or minus prorations, to Title Company by wire transfer on the Closing Date.

3. Due Diligence; Conditions Precedent

3.1 Due Diligence Period. Buyer shall have [Number] days after the Effective Date (the “Due Diligence Period”) to inspect the Property and Seller’s records.
 (a) Access. Seller shall provide Buyer and its consultants reasonable access to the Property upon 24‐hour notice.
 (b) Deliveries. Within five (5) Business Days after the Effective Date, Seller shall deliver to Buyer the due diligence materials listed on Schedule 2.
 (c) Buyer Termination Right. Buyer may, in its sole discretion, terminate this Agreement before expiration of the Due Diligence Period by written notice to Seller, whereupon the Deposit shall be returned to Buyer and neither party shall have further liability except as expressly stated herein.
3.2 Buyer’s Conditions Precedent. Buyer’s obligation to close is conditioned upon:
 (i) receipt of a Title Commitment and Survey acceptable to Buyer as provided in Section 5;
 (ii) satisfaction with all physical and environmental inspections;
 (iii) Seller’s representations and warranties being true in all material respects as of Closing;
 (iv) Seller’s delivery of the Closing Documents; and
 (v) absence of a material adverse change affecting the Property.
3.3 Seller’s Conditions Precedent. Seller’s obligation to close is conditioned upon:
 (i) Buyer’s delivery of the Purchase Price and Closing Documents; and
 (ii) absence of a Buyer default.

4. Title and Survey

4.1 Title Commitment. Within five (5) Business Days after the Effective Date, Seller shall cause Title Company to issue to Buyer a current commitment for an owner’s title insurance policy (the “Title Commitment”), together with legible copies of all recorded exceptions (collectively, the “Exception Documents”).
4.2 Survey. Buyer may, at its expense, obtain an ALTA/NSPS survey of the Land (the “Survey”).
4.3 Title Review/Objections. Buyer shall have until the later of (a) the Due Diligence Period expiration or (b) ten (10) Business Days after receipt of both the Title Commitment and Survey (the “Title Review Period”) to object in writing to any title matters (each, a “Title Objection”).
4.4 Seller Cure. Seller may elect, by written notice within five (5) Business Days after receipt of Buyer’s Title Objection, to cure or not cure any Title Objection. If Seller elects (or is deemed to elect) not to cure, Buyer may (i) terminate this Agreement and receive the Deposit, or (ii) waive the objection and close.
4.5 Title Policy. At Closing, Title Company shall issue to Buyer an ALTA owner’s policy in the amount of the Purchase Price, insuring fee simple title to the Land, subject only to the Permitted Exceptions (the “Title Policy”).

5. Representations and Warranties

5.1 Seller’s Representations. Seller represents and warrants to Buyer as of the Effective Date and as of Closing:
 (a) Authority. Seller is duly organized, in good standing, and authorized to transact business in Wyoming.
 (b) Title. Seller holds fee simple title to the Land free and clear of all liens other than the Permitted Exceptions.
 (c) FIRPTA. Seller is not a “foreign person” within the meaning of 26 U.S.C. § 1445.
 (d) Leases. Schedule 1 is a true and complete list of all Leases.
 (e) Environmental. Except as disclosed on Schedule 3, Seller has not received written notice of any violation of Environmental Laws or releases of Hazardous Materials at the Property.
 (f) Litigation. No suit, action, or arbitration is pending or, to Seller’s Knowledge, threatened against Seller that would materially impair Seller’s ability to perform this Agreement.
 (g) Zoning. To Seller’s Knowledge, the current use of the Property complies with applicable zoning ordinances.
 (h) Brokers. Seller’s broker is [Insert Name], and Seller will be responsible for all commissions due Seller’s broker.

5.2 Buyer’s Representations. Buyer represents and warrants to Seller as of the Effective Date and as of Closing:
 (a) Authority. Buyer is duly organized, in good standing, and authorized to transact business in Wyoming.
 (b) Funds. Buyer has, and at Closing will have, sufficient funds to consummate the transaction.
 (c) No Prohibited Person. Buyer is not a person with whom transactions are prohibited under any U.S. anti‐terrorism or anti‐money laundering law.

5.3 Survival. Seller’s and Buyer’s representations and warranties shall survive Closing for a period of [12] months, except for the Fundamental Representations (authority, title, and brokers), which shall survive indefinitely.
5.4 Remedies for Breach. If any representation or warranty is materially false as of Closing, the non‐breaching party may (a) terminate this Agreement and receive the Deposit (if Buyer), or (b) pursue any remedies available under Section 11.

6. Covenants

6.1 Seller’s Covenants. 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.
 (b) No Transfers. Seller shall not transfer any interest in the Property, grant additional liens, or modify any Lease without Buyer’s prior written consent, which shall not be unreasonably withheld.
 (c) Zoning and Entitlements. Seller shall not initiate any zoning change or application without Buyer’s consent.
 (d) Notification. Seller shall promptly notify Buyer of any material adverse event or notice relating to the Property.

6.2 Buyer’s Covenants. Buyer shall:
 (a) Restore Property. If Buyer or its agents cause damage during inspections, Buyer shall promptly repair and restore the Property to its pre‐inspection condition.
 (b) Confidentiality. Keep confidential all non‐public information obtained from Seller, subject to customary exceptions.

7. Environmental Matters

7.1 Hazardous Materials Definition. “Hazardous Materials” means any substance that is regulated under Environmental Laws, including petroleum, petroleum by‐products, asbestos, PCBs, and radioactive materials.
7.2 Phase I; Additional Testing. Within the Due Diligence Period, Buyer may obtain a Phase I Environmental Site Assessment. If the Phase I recommends further investigation, Buyer may conduct a Phase II or other testing, provided Buyer first delivers the scope of work to Seller and restores the Property afterward.
7.3 Environmental Indemnity. Effective as of Closing, Seller shall indemnify, defend, and hold Buyer harmless from and against any Losses arising out of (a) the presence or release of Hazardous Materials on or about the Property prior to Closing, or (b) any violation of Environmental Laws related to conditions existing prior to Closing (“Pre‐Closing Environmental Conditions”). Buyer shall indemnify Seller for any Hazardous Materials introduced by Buyer or Buyer’s agents after Closing.
7.4 Survival. The environmental indemnities shall survive Closing [indefinitely / for ___ years] and shall be secured by a separate Environmental Indemnity Agreement substantially in the form attached hereto as Exhibit G.

8. Zoning Compliance

8.1 Zoning Letters. Seller shall, at Buyer’s written request, cooperate (at no material cost to Seller) in obtaining a zoning compliance letter or certificate from the [City/County] zoning authority, confirming that the current use of the Property is a permitted use and that the Improvements comply with setback, parking, and other applicable requirements.
8.2 Zoning Contingency. If the zoning compliance letter identifies any material non‐conformity that would materially and adversely affect Buyer’s intended use, Buyer may terminate this Agreement by written notice within five (5) Business Days after receipt of such letter, in which event the Deposit shall be returned to Buyer.

9. Closing

9.1 Closing Date. Closing shall occur on or before [Insert Date] (the “Closing Date”) at the offices of Title Company, or via escrow.
9.2 Seller Closing Deliveries. Seller shall deliver:
 (a) Special Warranty Deed (or Warranty Deed, as negotiated) in the form of Exhibit B;
 (b) Bill of Sale (Exhibit C);
 (c) Assignment of Leases and Contracts (Exhibit D);
 (d) FIRPTA affidavit;
 (e) Seller’s Closing Certificate;
 (f) Keys, access codes, and originals of all documents in Seller’s possession;
 (g) Any other documents reasonably required by Title Company.
9.3 Buyer Closing Deliveries. Buyer shall deliver:
 (a) Purchase Price funds;
 (b) Assignment and Assumption of Leases and Contracts (counterpart);
 (c) Buyer’s Closing Certificate;
 (d) Evidence of authority;
 (e) Any other documents reasonably required by Title Company.
9.4 Prorations and Closing Costs. Taxes, rents, operating expenses, utility charges, and similar items shall be prorated as of 12:01 a.m. on the Closing Date.
 (a) Title premium for the standard coverage portion of the Title Policy shall be paid by [Seller/Buyer].
 (b) Extended coverage and endorsements shall be paid by [Buyer].
 (c) Escrow fees shall be split 50/50.
 (d) Recording fees for the Deed shall be paid by [Buyer].

10. Default; Remedies

10.1 Seller Default. If Seller defaults and fails to cure within five (5) Business Days after written notice, Buyer may (as its sole and exclusive remedy) either:
 (a) terminate this Agreement and receive a refund of the Deposit plus reimbursement of out‐of‐pocket due diligence costs not to exceed [Dollar Cap]; or
 (b) enforce specific performance of Seller’s obligation to convey the Property, provided Buyer is not in default and tenders performance.
[// GUIDANCE: Some jurisdictions allow liquidated damages in favor of Buyer as an alternative or in addition. Modify if desired.]
10.2 Buyer Default. If Buyer defaults and fails to cure within five (5) Business Days after written notice, Seller may retain the Deposit as agreed liquidated damages, which the parties agree is a reasonable estimate of Seller’s damages and not a penalty.
10.3 Attorney Fees. The prevailing party in any dispute shall be entitled to recover reasonable attorney fees and costs.

11. Risk Allocation

11.1 Indemnification. Each party (“Indemnitor”) shall indemnify, defend, and hold harmless the other party (“Indemnitee”) from and against any claims, liabilities, damages, or expenses (including reasonable attorney fees) arising out of (a) Indemnitor’s breach of this Agreement, or (b) Indemnitor’s negligence or willful misconduct.
11.2 Environmental Indemnification. See Section 7.3.
11.3 Liability Caps. Except for the Environmental Indemnification, Fraud, and Willful Misconduct, each party’s aggregate liability under this Agreement shall not exceed [Negotiable Dollar Amount or formula].
11.4 Insurance. Until Closing, Seller shall maintain property and liability insurance in at least the amounts presently in force. Buyer shall obtain and maintain liability insurance from and after Closing with combined single limits of not less than [Dollar Amount] per occurrence.
11.5 Force Majeure. Neither party shall be liable for delays caused by acts of God, war, terrorism, strikes, epidemics, or other events beyond its reasonable control (“Force Majeure Event”); provided, however, that the party claiming Force Majeure provides written notice within five (5) Business Days after the event and uses diligent efforts to mitigate.

12. Casualty and Condemnation

12.1 Casualty. If, prior to Closing, the Property is damaged by fire or other casualty, Seller shall promptly notify Buyer. If restoration cost exceeds [___%] of the Purchase Price or materially interferes with Buyer’s intended use, Buyer may terminate this Agreement and receive the Deposit; otherwise, the parties shall proceed to Closing, and Seller shall assign all insurance proceeds (and pay any deductible) to Buyer.
12.2 Condemnation. If, prior to Closing, any Governmental Authority commences eminent domain proceedings affecting a material portion of the Property, Buyer may terminate this Agreement and receive the Deposit, or elect to close and receive the condemnation award.

13. Dispute Resolution

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming, without regard to conflict of laws principles.
13.2 Forum Selection. The parties consent to the exclusive jurisdiction of the state courts located in [County], Wyoming for any suit, action, or proceeding arising out of or relating to this Agreement, except as provided in Section 13.3.
13.3 Optional Arbitration. If [“checked”], any dispute shall, at the election of either party, be submitted to binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall take place in [City], Wyoming before a single arbitrator who is a licensed Wyoming attorney with at least ten (10) years of real estate experience.
13.4 Jury Trial Waiver. [Optional Language] EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO A TRIAL BY JURY.
13.5 Injunctive Relief. Notwithstanding anything herein, either party may seek temporary or permanent injunctive relief, including specific performance, in a court of competent jurisdiction in [County], Wyoming.

14. Miscellaneous

14.1 Notices. All notices shall be in writing and delivered (a) by hand, (b) by nationally recognized overnight courier, or (c) by email with confirmed receipt, to the addresses set forth below or such other address as a party may designate. Notice is deemed given upon receipt or refusal.
14.2 Entire Agreement; Amendment. This Agreement constitutes the entire agreement of the parties and supersedes all prior agreements. It may be amended only by a written instrument signed by both parties.
14.3 Assignment. Buyer may not assign this Agreement without Seller’s prior written consent, except to an Affiliate or an entity controlled by, controlling, or under common control with Buyer, provided Buyer remains liable. Seller may not assign without Buyer’s prior written consent.
14.4 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
14.5 Severability. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the parties shall negotiate in good faith to modify such provision to the extent necessary to make it enforceable while preserving its intent.
14.6 Waivers. No waiver shall be binding unless in writing, and no waiver of any provision constitutes a waiver of any other provision.
14.7 Counterparts; Electronic Signatures. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original but all together constitute one instrument. Electronic signatures (including DocuSign or PDF) shall be deemed originals.
14.8 Time of the Essence. Time is of the essence in the performance of each obligation herein.
14.9 Further Assurances. Each party shall execute and deliver such additional documents as may reasonably be required to carry out the intent of this Agreement.

15. EXECUTION BLOCK

IN WITNESS WHEREOF, the parties hereto 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: _________

(Notary acknowledgment blocks to be added in recordable form compliant with Wyo. Stat. Ann. § 34-26-107.)

EXHIBITS

Exhibit A – Legal Description of the Land
Exhibit B – Form of Deed
Exhibit C – Bill of Sale
Exhibit D – Assignment of Leases and Contracts
Exhibit E – Seller’s Certificate
Exhibit F – FIRPTA Affidavit
Exhibit G – Environmental Indemnity Agreement
Schedule 1 – Leases
Schedule 2 – Seller Deliveries
Schedule 3 – Environmental Disclosures

[// GUIDANCE: Attach or draft each exhibit in accordance with local recording requirements and transaction specifics. Wyoming customarily requires a Warranty Deed or Special Warranty Deed; if using a bargain and sale or quitclaim deed, confirm title company approval. Ensure that the notary block includes the correct county and that margins comply with the Wyoming County Clerk’s recording standards.]