COMMERCIAL REAL ESTATE

PURCHASE AND SALE AGREEMENT

(State of Arizona)

[// GUIDANCE: This template is drafted for the purchase and sale of commercial real property located in Arizona. Bracketed items must be customized. Optional provisions are clearly marked. Delete all guidance comments and unused optional provisions before execution.]

TABLE OF CONTENTS

1. Defined Terms
2. Purchase and Sale
3. Earnest Money Deposit; Escrow
4. Title and Survey
5. Due Diligence and Inspections
6. Closing
7. Representations and Warranties
8. Covenants
9. Conditions Precedent
10. Default; Remedies
11. Risk Allocation
12. Dispute Resolution
13. General Provisions
14. Execution

ARTICLE 1

DEFINED TERMS

For ease of reference, the following capitalized terms shall have the meanings set forth below. Defined terms may be used in the singular or plural and shall apply to any gender as the context requires.

“Agreement” means this Commercial Real Estate Purchase and Sale Agreement, including all Exhibits and Schedules hereto.

“Applicable Law” means all federal, state, county, municipal and other laws, statutes, ordinances, codes, rules, regulations, requirements and orders of any governmental or quasi-governmental authority having jurisdiction over the Property or the transactions contemplated herein, including, without limitation, the Arizona Revised Statutes, Titles 9, 11, 33 and 49, and any successor provisions thereto.

“Arbitration” has the meaning set forth in Section 12.2 [IF APPLICABLE].

“AS IS” has the meaning set forth in Section 5.8.

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

“Closing” has the meaning set forth in Section 6.1.

“Closing Date” means [CLOSING DATE], or such earlier date on which Closing occurs pursuant hereto.

“Deposit” has the meaning set forth in Section 3.1.

“Due Diligence Period” has the meaning set forth in Section 5.1.

“Environmental Laws” means all Applicable Laws pertaining to health, safety or protection of the environment, including without limitation 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.), and any comparable Arizona statutes.

“Escrow Agent” means [NAME OF ESCROW COMPANY], or any successor escrow holder agreed upon in writing by Seller and Purchaser.

“Permitted Exceptions” has the meaning set forth in Section 4.4.

“Property” means, collectively, (a) the land more particularly described in Exhibit A (the “Land”); (b) all buildings, structures, and improvements situated thereon (the “Improvements”); (c) all easements, rights-of-way, privileges, and appurtenances belonging or inuring to the benefit of the Land; (d) all tangible personal property owned by Seller and located on or used exclusively in connection with the Land or Improvements (the “Personal Property”); and (e) all assignable licenses, permits, warranties, and contracts identified on Schedule 1 (the “Intangible Property”).

“Purchase Price” has the meaning set forth in Section 2.2.

“Seller” means [SELLER’S LEGAL NAME], a [ENTITY TYPE & STATE OF FORMATION].

“Purchaser” means [PURCHASER’S LEGAL NAME], a [ENTITY TYPE & STATE OF FORMATION].

Additional terms are defined contextually within this Agreement and shall have the meanings ascribed to them therein.

ARTICLE 2

PURCHASE AND SALE

2.1 Agreement to Convey. Subject to and in accordance with the terms and conditions of this Agreement, Seller agrees to sell, convey, assign and transfer to Purchaser, and Purchaser agrees to purchase and accept from Seller, all of Seller’s right, title and interest in and to the Property.

2.2 Purchase Price. The aggregate purchase price (the “Purchase Price”) for the Property shall be [PURCHASE PRICE IN WORDS] Dollars (US $[NUMERALS]), subject to prorations and adjustments as set forth herein. The Purchase Price shall be payable as follows:

(a) Deposit. Within one (1) Business Day following the Effective Date, Purchaser shall deposit with Escrow Agent an earnest money deposit in the amount of [DEPOSIT AMOUNT] (the “Deposit”). The Deposit shall be held and disbursed by Escrow Agent strictly in accordance with Article 3.

(b) Cash at Closing. At Closing, Purchaser shall deliver to Escrow Agent immediately available funds in the amount of the Purchase Price, as adjusted pursuant to this Agreement, less the Deposit applied to the Purchase Price.

2.3 Counteroffer; Acceptance. Delivery of an executed counterpart of this Agreement by one party constitutes an offer, and this Agreement shall become binding upon full execution and delivery by both parties (the “Effective Date”).

[// GUIDANCE: Insert tax allocation language if the transaction involves significant personal property.]

ARTICLE 3

EARNEST MONEY DEPOSIT; ESCROW

3.1 Establishment of Escrow. Seller and Purchaser shall open escrow (“Escrow”) with Escrow Agent by delivering a fully executed counterpart of this Agreement to Escrow Agent. Escrow Agent’s general conditions of escrow are incorporated herein by reference except to the extent inconsistent with this Agreement.

3.2 Disposition of Deposit.

(a) Refund During Due Diligence Period. If Purchaser timely delivers a Termination Notice pursuant to Section 5.4, Escrow Agent shall refund the Deposit to Purchaser within three (3) Business Days without the need for further instruction.

(b) Non-Refundability After Due Diligence Period. Upon expiration of the Due Diligence Period without a timely Termination Notice, the Deposit shall become non-refundable to Purchaser except as expressly provided herein, but shall be applied to the Purchase Price at Closing.

3.3 Escrow Instructions. The parties shall execute such additional escrow instructions as Escrow Agent may reasonably require; provided, however, that in the event of any conflict between this Agreement and any supplementary escrow instruction, this Agreement shall control.

ARTICLE 4

TITLE AND SURVEY

4.1 Title Commitment. Within five (5) Business Days after the Effective Date, Seller shall cause [TITLE COMPANY NAME] (the “Title Company”) to deliver to Purchaser (i) a current ALTA Commitment for Title Insurance (the “Commitment”) in the amount of the Purchase Price and (ii) legible copies of all recorded documents referenced therein.

4.2 Survey. Purchaser may, at Purchaser’s sole cost, obtain an ALTA/NSPS land title survey of the Land (the “Survey”).

4.3 Title Review; Objections. Purchaser shall have until the later of (a) ten (10) Business Days after Purchaser’s receipt of the last of the Commitment and Survey, or (b) expiration of the Due Diligence Period, to deliver written notice (“Title Objection Notice”) identifying any matters shown on the Commitment or Survey that Purchaser, in its sole discretion, deems objectionable. Seller shall have five (5) Business Days thereafter to notify Purchaser in writing (“Seller’s Response”) whether Seller elects to cure such objections on or before Closing. Failure of Seller to timely deliver Seller’s Response shall constitute Seller’s election not to cure.

4.4 Permitted Exceptions. All title exceptions not objected to by Purchaser within the period specified, or which Seller elects not to cure (and that Purchaser elects in writing to accept), shall be deemed “Permitted Exceptions.” Seller shall remove, at or prior to Closing, any monetary liens created by Seller, other than liens to be satisfied out of the Purchase Price.

4.5 Title Policy. At Closing, Seller shall cause the Title Company to issue to Purchaser an ALTA Owner’s Policy of Title Insurance (Form 2006) in the amount of the Purchase Price, insuring Purchaser’s fee simple title to the Land and Improvements, subject only to Permitted Exceptions, together with such endorsements as Purchaser may reasonably request and the Title Company may be willing to issue (the “Title Policy”).

ARTICLE 5

DUE DILIGENCE AND INSPECTIONS

5.1 Due Diligence Period. Purchaser shall have [DUE DILIGENCE DAYS] days commencing on the Effective Date (the “Due Diligence Period”) to conduct all investigations it deems necessary or appropriate with respect to the Property.

5.2 Access. Subject to reasonable advance notice, Seller shall provide Purchaser and its agents access to the Property during normal business hours for the purpose of performing inspections, tests and studies; provided that Purchaser shall (i) not materially interfere with ongoing operations, (ii) repair any damage caused by its inspections, and (iii) maintain not less than $[INSURANCE LIMIT] in commercial general liability insurance naming Seller as an additional insured.

5.3 Seller Deliveries. Within five (5) Business Days after the Effective Date, Seller shall deliver to Purchaser, to the extent in Seller’s possession or control, the due diligence materials listed on Exhibit B (“Property Information”), including without limitation: (a) environmental reports; (b) zoning correspondence; (c) building permits; (d) service contracts; (e) rent roll (if any); and (f) operating statements.

5.4 Termination Right. Purchaser may terminate this Agreement for any reason or no reason by delivering written notice (“Termination Notice”) to Seller and Escrow Agent before the expiration of the Due Diligence Period, whereupon the Deposit shall be returned to Purchaser and the parties shall have no further obligations hereunder except those that expressly survive termination.

5.5 Zoning Compliance. Purchaser’s investigations shall include verification that the current zoning classification permits Purchaser’s intended use. Seller makes no representation as to future zoning or re-zoning, except as set forth in Section 7.1(f).

5.6 Environmental Investigations. Purchaser may perform Phase I and, if recommended, Phase II environmental site assessments. Should Purchaser discover any Hazardous Substances exceeding applicable remediation standards under Environmental Laws, Purchaser may (i) terminate this Agreement pursuant to Section 5.4, or (ii) waive such discovery and proceed to Closing, in which event Seller’s obligations under Section 7.1(d) shall apply.

5.7 Confidentiality. All Property Information and the results of Purchaser’s inspections shall be deemed confidential and shall not be disclosed except (i) to Purchaser’s affiliates, agents and lenders who agree to keep such matters confidential, (ii) as required by Applicable Law, or (iii) pursuant to subpoena or court order.

5.8 AS IS Conveyance. EXCEPT FOR SELLER’S EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT AND THE CLOSING DOCUMENTS, AND SUBJECT TO SELLER’S COVENANTS HEREIN, PURCHASER ACKNOWLEDGES THAT PURCHASER WILL ACQUIRE THE PROPERTY ON AN “AS IS, WHERE IS, WITH ALL FAULTS” BASIS, AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

[// GUIDANCE: Arizona law generally enforces AS IS clauses in commercial transactions where sophisticated parties are represented by counsel. Consider an express waiver of A.R.S. § 32-21(2) disclosures if residential elements are involved.]

ARTICLE 6

CLOSING

6.1 Closing Date. The consummation of the transactions contemplated herein (“Closing”) shall occur on the Closing Date at the offices of Escrow Agent, or remotely via escrow.

6.2 Seller’s Closing Deliveries. At Closing, Seller shall deliver to Escrow Agent the following duly executed documents:

(a) Special Warranty Deed (or equivalent limited warranty deed), conveying fee simple title to the Land and Improvements subject only to Permitted Exceptions;

(b) Bill of Sale for the Personal Property;

(c) Assignment and Assumption of Intangible Property;

(d) FIRPTA Certificate of Non-Foreign Status;

(e) Owner’s Affidavit for title purposes;

(f) Closing Statement reflecting prorations and adjustments;

(g) Environmental Indemnity Agreement pursuant to Section 11.2; and

(h) Such additional instruments or affidavits as the Title Company may reasonably require to issue the Title Policy.

6.3 Purchaser’s Closing Deliveries. At Closing, Purchaser shall deliver to Escrow Agent:

(a) The Purchase Price, as adjusted;

(b) Assignment and Assumption of Intangible Property (counter-signed);

(c) Environmental Indemnity Agreement (counter-signed); and

(d) Closing Statement (counter-signed).

6.4 Prorations and Adjustments. Taxes, assessments (special or otherwise), rents, operating expenses, utilities, and other customary items shall be prorated as of 12:01 a.m. on the Closing Date, with Seller credited for the day of Closing.

6.5 Possession. Possession of the Property shall be delivered to Purchaser at Closing, subject only to Permitted Exceptions and the rights of any tenants identified on Schedule 2.

ARTICLE 7

REPRESENTATIONS AND WARRANTIES

7.1 Seller’s Representations and Warranties. Seller represents and warrants to Purchaser as of the Effective Date and as of Closing:

(a) Authority. Seller is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation, and has full power and authority to enter into and perform this Agreement.

(b) No Conflicts. The execution and delivery of this Agreement do not violate any organizational documents, judgment, order or agreement binding on Seller.

(c) Title. Seller owns fee simple title to the Land and Improvements, free and clear of liens other than those that will be Permitted Exceptions.

(d) Environmental. To Seller’s Knowledge, Seller has not received written notice of any pending or threatened claim, investigation or proceeding relating to the release or presence of Hazardous Substances on, under, about or emanating from the Property that has not been remedied in accordance with Environmental Laws.

(e) Litigation. Seller has received no written notice of any pending or threatened litigation or condemnation proceedings affecting the Property that have not been disclosed in writing to Purchaser.

(f) Zoning Compliance. To Seller’s Knowledge, the existing use of the Property complies in all material respects with current zoning ordinances and land use regulations.

(g) Foreign Person. Seller is not a “foreign person” within the meaning of Section 1445 of the Internal Revenue Code.

7.2 Purchaser’s Representations and Warranties. Purchaser represents and warrants to Seller as of the Effective Date and as of Closing:

(a) Authority. Purchaser is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation, and has full power and authority to execute and perform this Agreement.

(b) No Conflicts. The execution and delivery of this Agreement do not violate any organizational documents, judgment, order or agreement binding on Purchaser.

(c) Independent Investigation. Purchaser has (or, prior to Closing, will have) conducted its own independent investigation of the Property and is relying solely upon such investigation and the express representations of Seller herein.

7.3 Survival; Remedies. (a) The representations and warranties of Seller and Purchaser shall survive Closing for a period of [SURVIVAL PERIOD, e.g., 12] months. (b) Any action for breach must be commenced before expiration of the survival period. (c) Seller’s aggregate liability for breaches of representations and warranties shall not exceed the Liability Cap set forth in Section 11.3(b).

ARTICLE 8

COVENANTS

8.1 Seller’s Covenants Pending Closing. From the Effective Date through Closing, Seller shall:

(a) Operate and maintain the Property in a manner consistent with Seller’s past practices;

(b) Not enter into, modify or terminate any lease, contract or commitment affecting the Property without Purchaser’s prior written consent, except in the ordinary course of business and terminable on not more than thirty (30) days’ notice;

(c) Maintain existing insurance coverage through Closing;

(d) Not voluntarily encumber the Property or create any lien that will not be released at or before Closing; and

(e) Provide Purchaser with prompt written notice of any event or circumstance that would make any representation or warranty of Seller materially untrue or incorrect.

8.2 Purchaser’s Covenants. Purchaser shall (a) maintain confidentiality as required by Section 5.7; (b) conduct all inspections in compliance with Applicable Law; and (c) indemnify Seller against mechanics’ liens arising from Purchaser’s entry.

ARTICLE 9

CONDITIONS PRECEDENT

9.1 Purchaser’s Conditions. Purchaser’s obligation to close is conditioned upon:

(a) Accuracy of Seller’s representations and warranties as of Closing;

(b) Seller’s performance of all covenants and obligations to be performed at or prior to Closing;

(c) Issuance of the Title Policy;

(d) Absence of any material adverse change affecting the Property between the Effective Date and Closing; and

(e) Receipt of all consents or approvals, if any, identified on Schedule 3.

If any condition is not satisfied or waived in writing on or before Closing, Purchaser may terminate this Agreement and receive a refund of the Deposit.

9.2 Seller’s Conditions. Seller’s obligation to close is conditioned upon:

(a) Accuracy of Purchaser’s representations and warranties as of Closing;

(b) Purchaser’s delivery of the Purchase Price and closing documents; and

(c) Receipt of all consents or approvals, if any, identified on Schedule 4.

ARTICLE 10

DEFAULT; REMEDIES

10.1 Seller Default. If Seller defaults, Purchaser may elect one of the following as Purchaser’s sole and exclusive remedy:

(a) Terminate this Agreement, whereupon the Deposit shall be returned to Purchaser, and Purchaser shall be entitled to reimbursement of its actual third-party, out-of-pocket due diligence costs up to [COST REIMBURSEMENT CAP]; or

(b) Seek specific performance of Seller’s obligation to convey the Property, provided action is commenced within ninety (90) days after the scheduled Closing Date.

10.2 Purchaser Default. If Purchaser defaults and fails to cure within five (5) Business Days after written notice, Seller shall retain the Deposit as liquidated damages, which the parties acknowledge is a reasonable estimate of Seller’s damages and not a penalty. Seller’s retention of the Deposit shall constitute Seller’s sole and exclusive remedy at law or in equity, except with respect to the indemnity obligations of Purchaser that expressly survive termination.

[// GUIDANCE: Adjust remedy structure to align with market bargaining power and applicable lender requirements.]

ARTICLE 11

RISK ALLOCATION

11.1 Insurance. Until Closing, Seller shall maintain all-risk property insurance and commercial general liability insurance with limits consistent with industry standards for similar properties in Arizona.

11.2 Environmental Indemnity.

(a) Seller Indemnity. Seller shall indemnify, defend and hold Purchaser harmless from and against all Losses arising from (i) the presence, release or migration of Hazardous Substances on, under, or emanating from the Property prior to Closing, to the extent caused by Seller; and (ii) any breach of Seller’s representation in Section 7.1(d).

(b) Purchaser Indemnity. Purchaser shall indemnify, defend and hold Seller harmless from and against all Losses arising from (i) the presence, release or migration of Hazardous Substances on, under, or emanating from the Property after Closing; and (ii) any violation of Environmental Laws by Purchaser on or after Closing.

[// GUIDANCE: Consider a separate, stand-alone Environmental Indemnity Agreement acceptable to institutional lenders, often recorded or referenced in loan documents.]

11.3 Limitation of Liability.

(a) No Consequential Damages. Neither party shall be liable to the other for consequential, special or punitive damages, except as expressly provided herein with respect to indemnification for third-party claims.

(b) Liability Cap. Seller’s aggregate liability for breaches of representations, warranties and covenants shall not exceed [LIABILITY CAP] (the “Liability Cap”), except for fraud, willful misconduct, or obligations under Section 11.2.

11.4 Force Majeure. Except for obligations to pay money, neither party shall be liable for failure to perform caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil commotion, governmental action, labor disputes or pandemics; provided the affected party gives prompt notice and resumes performance promptly upon cessation of the force majeure event.

ARTICLE 12

DISPUTE RESOLUTION

12.1 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Arizona, without regard to conflicts of laws principles.

12.2 Optional Arbitration. [OPTIONAL – CHECK ONE]
☐ The parties agree that any dispute arising under this Agreement shall be resolved exclusively by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules then in effect (“Arbitration”). Judgment on the award rendered by the arbitrator(s) may be entered in any court of competent jurisdiction.
☐ The parties do not elect arbitration.

12.3 Forum Selection. If arbitration is not elected or is held unenforceable, any legal action arising out of or relating to this Agreement shall be brought solely in the state courts of competent jurisdiction located in [COUNTY], Arizona.

12.4 Jury Waiver. [OPTIONAL] EACH PARTY HEREBY KNOWINGLY AND VOLUNTARILY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT.

12.5 Specific Performance. The parties acknowledge and agree that the Property is unique and that monetary damages may be insufficient to compensate for non-performance; therefore, specific performance shall be an available remedy to enforce this Agreement, subject to Article 10.

ARTICLE 13

GENERAL PROVISIONS

13.1 Notices. All notices, consents, waivers and other communications required or permitted hereunder shall be in writing and delivered (i) by hand, (ii) by nationally recognized overnight courier, or (iii) by email with confirmation of delivery, addressed to the parties at their respective addresses set forth below (or at such other address as either party may designate by notice):

Seller:
[SELLER CONTACT INFORMATION]

Purchaser:
[PURCHASER CONTACT INFORMATION]

Notice shall be deemed given upon receipt or refusal to accept delivery.

13.2 Amendment; Waiver. No modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. No waiver shall be deemed a continuing waiver or a waiver of any other provision.

13.3 Assignment. Purchaser may not assign its rights or obligations hereunder without Seller’s prior written consent, except to an affiliate that is wholly owned by, or under common control with, Purchaser, provided Purchaser remains liable under this Agreement.

13.4 Successors and Assigns. Subject to Section 13.3, this Agreement shall inure to the benefit of and be binding upon the parties and their respective successors and assigns.

13.5 Severability. If any provision is determined by a court of competent jurisdiction to be invalid or unenforceable, such determination shall not affect the validity of the remaining provisions, which shall remain in full force and effect.

13.6 Integration. This Agreement, together with the Exhibits and Schedules hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral or written agreements.

13.7 Counterparts; Electronic Signatures. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original but all of which together constitute one instrument. Delivery of an executed counterpart by email (PDF or DocuSign) or other electronic means shall be as effective as an original.

13.8 Further Assurances. The parties shall execute and deliver such further instruments and take such additional actions as may be reasonably necessary to carry out the intent and purpose of this Agreement.

13.9 Time of the Essence. Time is of the essence in the performance of each obligation under this Agreement.

13.10 1031 Exchange. Either party may structure the transaction as a like-kind exchange pursuant to Section 1031 of the Internal Revenue Code at no cost, liability or delay to the other party.

ARTICLE 14

EXECUTION

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Effective Date.

[SELLER’S LEGAL NAME]
By: ____
Name: ____
Title: _________

Date: ______

[PURCHASER’S LEGAL NAME]
By: ____
Name: ____
Title: _________

Date: ______

[NOTARY ACKNOWLEDGMENTS AS REQUIRED UNDER ARIZONA LAW]

EXHIBITS & SCHEDULES

Exhibit A – Legal Description of the Land
Exhibit B – Property Information Deliverables
Schedule 1 – Assignable Intangible Property
Schedule 2 – Rent Roll / Tenant List
Schedule 3 – Required Consents or Approvals (Purchaser)
Schedule 4 – Required Consents or Approvals (Seller)

[// GUIDANCE:
1. Ensure the legal description attached as Exhibit A is complete and consistent with title documents.
2. Review environmental indemnity allocation with insurance/risk management advisors.
3. Confirm escrow, title, and survey timelines track with customary Arizona practice and any lender requirements.
4. Verify compliance with any county-specific recording requirements (e.g., affidavit of property value, electronic recording standards).
5. Remove bracketed options and complete placeholders prior to signature.]