Commercial Property Purchase Agreement Template

Commercial Property Purchase Agreement Template

This Commercial Property Purchase Agreement (the “Agreement”) is entered into as of [Effective Date] by and between:

Seller: [Seller Legal Name], with an address at [Address] (“Seller”).
Buyer: [Buyer Legal Name], with an address at [Address] (“Buyer”).

Seller and Buyer may be referred to individually as a “Party” and collectively as the “Parties.”

1. Property and Included Assets

1.1 Property. The property located at [Property Address], including land and improvements (the “Property”). Legal description: [Legal description / Exhibit A].
1.2 Included Items. Included in the sale: ☐ Buildings/improvements ☐ Fixtures ☐ Parking rights ☐ Easements ☐ Signage rights ☐ Other: [List].
1.3 Excluded Items. Excluded: [List exclusions].
1.4 Personal Property (Optional). Any personal property included: [List, if any].

2. Purchase Price and Earnest Money

2.1 Purchase Price. The purchase price is $[Amount] (the “Purchase Price”).
2.2 Earnest Money Deposit. Buyer will deposit $[Amount] as earnest money within [__] business days after signing, to be held by: [Escrow agent].
2.3 Application. Earnest money will be applied to the Purchase Price at closing.
2.4 Refundability. Earnest money is: ☐ Refundable during due diligence ☐ Non-refundable after [Date/event], except as stated in this Agreement.

3. Due Diligence

3.1 Due Diligence Period. Buyer has [] days after the Effective Date to inspect and evaluate the Property (the “Due Diligence Period”).
3.2 Access. Seller will provide reasonable access during business hours with notice.
3.3 Documents. Seller will provide: leases, rent roll, operating statements, utility bills, service contracts, permits, and other relevant documents within [] days.
3.4 Buyer’s Right to Terminate. Buyer may terminate before the end of Due Diligence by written notice, and earnest money will be returned (unless stated otherwise).
3.5 Repairs (Optional). Repairs requested/required: [Terms].

4. Title, Survey, and Closing Conditions

4.1 Title Commitment. Seller will provide a title commitment within [] days.
4.2 Title Objections. Buyer must notify Seller of title objections within [] days of receiving the title commitment.
4.3 Survey (Optional). Buyer may obtain a survey at Buyer’s expense.
4.4 Cure of Defects. Seller will cure title defects by [Date] or Buyer may: ☐ accept ☐ terminate.
4.5 Closing Conditions. Closing is conditioned on: [No material damage, clear title, documents delivered].

5. Financing (Optional)

5.1 Financing Contingency. ☐ None ☐ Buyer’s obligation is contingent on obtaining financing by [Date].
5.2 Buyer Cooperation. Buyer will use reasonable efforts to obtain financing and provide updates upon request.

6. Closing

6.1 Closing Date. Closing will occur on or before [Closing Date] at: [Location/escrow].
6.2 Closing Deliverables.

• Seller delivers: deed, bill of sale (if any), assignments, tenant documents, affidavits.

• Buyer delivers: funds, closing documents.
  6.3 Closing Costs. Costs paid by: [Allocation].
  6.4 Prorations. Taxes, rents, utilities, and similar items will be prorated as of the closing date.

7. Tenants and Leases (If Applicable)

7.1 Lease Assignment. Seller assigns leases to Buyer at closing.
7.2 Rent Roll. Seller will provide a current rent roll within [__] days before closing.
7.3 Security Deposits. Security deposits will be credited to Buyer at closing or transferred as required.
7.4 Estoppels (Optional). Seller will request tenant estoppel certificates: ☐ Yes ☐ No.

8. Risk of Loss and Casualty

8.1 Risk of Loss. Risk of loss remains with Seller until closing.
8.2 Casualty. If material damage occurs before closing, Buyer may: ☐ terminate ☐ proceed with an insurance credit.
8.3 Condemnation. If condemnation occurs, Buyer may: ☐ terminate ☐ proceed with adjustment.

9. Representations and Disclosures

9.1 Seller Representations. Seller represents: authority to sell, no undisclosed liens (except as disclosed), and no known pending legal actions affecting title, except: [Disclosures].
9.2 Environmental (Optional). Seller disclosures: [Known issues]. Buyer may conduct environmental assessments.
9.3 As-Is (Optional). Property is sold: ☐ As-is (subject to disclosures) ☐ With agreed repairs.

10. Default and Remedies

10.1 Buyer Default. If Buyer defaults, Seller may retain earnest money as liquidated damages (if permitted) or pursue other remedies: [Choice].
10.2 Seller Default. If Seller defaults, Buyer may: ☐ terminate and recover earnest money ☐ seek specific performance (if allowed).
10.3 Attorneys’ Fees (Optional). Prevailing Party attorneys’ fees: ☐ Yes ☐ No.

11. Miscellaneous

11.1 Notices. Notices must be delivered to the addresses above.
11.2 Governing Law. This Agreement is governed by the laws of [State/Country].
11.3 Entire Agreement. This Agreement is the entire agreement about the Property sale.
11.4 Amendments. Amendments must be in writing and signed by both Parties.
11.5 Severability. If any provision is unenforceable, the remainder remains effective.
11.6 Electronic Signatures. Electronic signatures are effective.

Signatures

By signing below, the Parties agree to this Commercial Property Purchase Agreement as of the Effective Date.

Seller: [Seller Legal Name]
Authorized Signatory: [Name]
Title/Role: [Title]
Date: [Date]
Signature: ___________________________

Buyer: [Buyer Legal Name]
Authorized Signatory: [Name]
Title/Role: [Title]
Date: [Date]
Signature: ___________________________