PURCHASE AND SALE AGREEMENT

(Commercial Real Estate – State of Connecticut)

[// GUIDANCE: This template is drafted for the transfer of fee-simple title to improved or unimproved commercial real estate located in Connecticut. Bracketed text [LIKE THIS] must be completed, modified, or deleted before execution. Optional provisions are preceded by “OPTIONAL:” and may be retained, revised, or stricken to suit the transaction.]

TABLE OF CONTENTS

1. Definitions
2. Agreement to Purchase and Sell
3. Purchase Price; Deposit; Payment Mechanics
4. Due Diligence Period
5. Title, Survey & Zoning Matters
6. Environmental Matters
7. Closing; Deliveries; Prorations
8. Representations and Warranties
9. Covenants
10. Conditions Precedent
11. Defaults and Remedies
12. Risk Allocation
13. Dispute Resolution
14. General Provisions
15. Execution Block

Exhibit A – Legal Description of the Land
Exhibit B – Due Diligence Materials List
Exhibit C – Form of Deed
Exhibit D – Bill of Sale and General Assignment
Exhibit E – FIRPTA Affidavit
Exhibit F – Environmental Indemnity Agreement
Exhibit G – [Additional Exhibits as Needed]

I. DOCUMENT HEADER

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of the Effective Date (defined below) 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.”

RECITALS
A. Seller is the owner of certain real property commonly known as [Property Address], together with all improvements, rights, easements, and appurtenances thereto (collectively, the “Property”).
B. Buyer desires to purchase, and Seller desires to sell, the Property upon the terms and conditions set forth herein, and for the consideration recited below.

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

II. DEFINITIONS

For ease of reference, capitalized terms used in this Agreement have the meanings set forth below. Defined terms may be used in singular or plural forms and shall include all genders.

“Affiliate” – Any Person that directly or indirectly controls, is controlled by, or is under common control with a Party.

“Agreement” – This Purchase and Sale Agreement, together with all Exhibits, Schedules, and amendments.

“Applicable Law” – All federal, state, and local laws, statutes, ordinances, codes, rules, regulations, administrative orders, and judicial decisions having the force of law and applicable to the Property or the transactions contemplated herein, including without limitation all Connecticut real property, environmental, zoning, land-use, and tax laws.

“Business Day” – Any day other than Saturday, Sunday, or a day on which national banks in Hartford, Connecticut are authorized or required to close.

“Closing” – The consummation of the purchase and sale of the Property, to occur on the Closing Date.

“Closing Date” – The date on which the Closing occurs, as determined pursuant to Section 7.1.

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

“Due Diligence Period” – The period described in Section 4.1.

“Environmental Laws” – All Applicable Laws relating to protection of the environment, natural resources, human health, or workplace safety, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act, the Resource Conservation and Recovery Act, the Connecticut Transfer Act, and the Connecticut Remediation Standard Regulations.

“Hazardous Substances” – Any substance, material, or waste classified, regulated, or defined as hazardous, toxic, or as a pollutant or contaminant under Environmental Laws.

“Permitted Exceptions” – Those title matters approved or deemed approved by Buyer pursuant to Section 5.1.

“Person” – Any individual, corporation, partnership, limited liability company, trust, estate, unincorporated organization, or governmental authority.

“Specific Performance” – The equitable remedy more particularly described in Section 11.3(b).

[// GUIDANCE: Insert additional defined terms in alphabetical order as necessary.]

III. OPERATIVE PROVISIONS

1. Agreement to Purchase and Sell

1.1 Purchase and Sale. Subject to the terms and conditions set forth herein, Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, all of Seller’s right, title, and interest in and to the following (collectively, the “Property”):
(a) the land more particularly described on Exhibit A (the “Land”);
(b) all buildings, structures, fixtures, and other improvements located on the Land (the “Improvements”);
(c) all appurtenant rights, privileges, easements, and hereditaments pertaining to the Land, including any development rights, air rights, water rights, and mineral rights;
(d) all of Seller’s right, title, and interest in and to any leases, licenses, or occupancy agreements affecting the Property (collectively, “Leases”), to the extent Buyer elects to assume same;
(e) all intangible property owned by Seller and used exclusively in the ownership, operation, or maintenance of the Property (the “Intangibles”), including warranties, permits, plans, and specifications, to the extent assignable.

1.2 Excluded Assets. Notwithstanding Section 1.1, the following are excluded from the Property and expressly retained by Seller: [LIST EXCLUDED ASSETS].

2. Purchase Price; Deposit; Payment Mechanics

2.1 Purchase Price. The total purchase price for the Property shall be [INSERT DOLLAR AMOUNT] (the “Purchase Price”), subject to prorations and adjustments as provided herein.

2.2 Deposit.
(a) Buyer shall, within [___] Business Days after the Effective Date, deliver to [ESCROW AGENT NAME] (“Escrow Agent”) an earnest money deposit in the amount of [INSERT AMOUNT] (the “Initial Deposit”), to be held in escrow in an interest-bearing account pursuant to the escrow instructions contained in this Agreement.
(b) OPTIONAL: Upon expiration of the Due Diligence Period without Buyer’s timely termination, Buyer shall deposit an additional amount of [INSERT AMOUNT] (the “Additional Deposit,” and together with the Initial Deposit, the “Deposit”).
(c) The Deposit (and any interest earned thereon) shall be applied to the Purchase Price at Closing or delivered as liquidated damages pursuant to Section 11.2 upon a default.

2.3 Payment of Purchase Price. At Closing, Buyer shall pay the Purchase Price, as adjusted, to Seller by wire transfer of immediately available federal funds.

[// GUIDANCE: Consider including detailed escrow instructions in a separate exhibit if local practice requires.]

3. Due Diligence Period

3.1 Length; Access. Buyer shall have a period commencing on the Effective Date and expiring at 5:00 p.m. (Eastern Time) on the day that is [___] calendar days thereafter (the “Due Diligence Period”) to conduct any and all inspections, inquiries, and investigations of the Property, at Buyer’s sole cost and risk. Seller shall grant Buyer and its agents reasonable access to the Property during normal business hours upon at least 24-hour prior notice.

3.2 Review Materials. Seller shall, within [___] Business Days after the Effective Date, provide Buyer electronic access to the due diligence materials listed on Exhibit B in Seller’s possession or control.

3.3 Buyer’s Right of Termination. Buyer may terminate this Agreement for any reason or no reason by delivering written notice to Seller on or before the last day of the Due Diligence Period. If Buyer timely terminates, the Deposit shall be returned to Buyer, except for the Independent Consideration (defined below), and the Parties shall have no further obligations except those that expressly survive termination.

3.4 Independent Consideration. In consideration of Seller’s execution of this Agreement and the rights granted to Buyer herein, Buyer shall pay to Seller the non-refundable sum of [INSERT AMOUNT] (“Independent Consideration”), which shall be applicable to the Purchase Price at Closing but shall not be refunded if this Agreement is terminated, irrespective of the reason.

4. Title, Survey & Zoning Matters

4.1 Title Commitment and Survey.
(a) Seller shall cause [TITLE COMPANY] (“Title Company”) to furnish Buyer a current ALTA Commitment for Title Insurance (the “Title Commitment”) together with legible copies of all underlying exceptions.
(b) Buyer shall obtain, at Buyer’s expense, a current ALTA/NSPS survey of the Property (the “Survey”).

4.2 Title/Survey Objections. Buyer shall have until the later of (i) the expiration of the Due Diligence Period or (ii) ten (10) Business Days after Buyer’s receipt of the later of the Title Commitment or Survey to deliver written notice of objections (“Buyer’s Title Objections”). Seller shall have five (5) Business Days to notify Buyer which objections Seller is willing to cure on or before Closing. Matters not timely objected to by Buyer or timely cured by Seller shall be deemed “Permitted Exceptions.”

4.3 Zoning Compliance. Seller represents that, to Seller’s knowledge, the current use of the Property as [CURRENT USE] is a lawful conforming use under [APPLICABLE ZONING DESIGNATION]. During the Due Diligence Period, Buyer may request, and Seller shall reasonably cooperate in obtaining, a zoning letter or estoppel certificate from the [LOCAL MUNICIPALITY] confirming zoning compliance.

5. Environmental Matters

5.1 Environmental Reports. Seller shall deliver to Buyer true and complete copies of any environmental audits, Phase I or Phase II assessments, underground storage tank (“UST”) records, asbestos surveys, radon tests, or other environmental reports relating to the Property.

5.2 Transfer Act Compliance. If the Property constitutes an “establishment” as defined in the Connecticut Transfer Act, Seller shall complete, execute, and deliver all Transfer Act forms, affidavits, and filings required by Applicable Law, and shall bear all related costs and liabilities, unless the Parties agree otherwise in writing.

5.3 Right of Inspection. Buyer may perform Phase I and, if recommended, Phase II environmental assessments. Invasive sampling shall require Seller’s prior written consent, not to be unreasonably withheld, conditioned, or delayed.

IV. CLOSING; DELIVERIES; PRORATIONS

6. Closing Date

The Closing shall occur on [DATE CERTAIN] (the “Closing Date”), or on such earlier date as the Parties may mutually agree in writing. If the Closing does not occur on or before [OUTSIDE DATE] (the “Outside Date”) for reasons other than Seller’s default, either Party may terminate this Agreement upon written notice.

7. Closing Deliveries

7.1 Seller’s Deliveries. At Closing, Seller shall deliver or cause to be delivered:
(a) A duly executed and acknowledged [statutory warranty deed | quitclaim deed] in the form attached as Exhibit C, conveying good and marketable fee simple title to the Land and Improvements, subject only to the Permitted Exceptions;
(b) A Bill of Sale and General Assignment (Exhibit D);
(c) An updated owner’s affidavit and gap indemnity as reasonably required by the Title Company;
(d) A FIRPTA affidavit (Exhibit E);
(e) Possession of the Property free of occupants other than those under Leases accepted by Buyer;
(f) All keys, codes, combinations, plans, permits, certificates, and other Intangibles;
(g) Such Transfer Act forms, Environmental Indemnity (Exhibit F), and other documents as may be required under Section 5 or Applicable Law.

7.2 Buyer’s Deliveries. Buyer shall deliver:
(a) The Purchase Price (as adjusted) by wire transfer;
(b) A countersigned Environmental Indemnity (Exhibit F);
(c) Any assumption agreements, certificates of good standing, resolutions, and other deliverables reasonably required by Seller or the Title Company.

8. Prorations and Closing Adjustments

8.1 Real Estate Taxes. Real estate taxes and special assessments payable on an annual or semi-annual basis shall be prorated as of 11:59 p.m. on the day preceding the Closing Date based on the most recent tax bills or, if unavailable, on the previous year’s assessment with a post-closing reproration once actual bills are available.

8.2 Rents and Operating Income. If Buyer elects to assume any Leases, rents shall be prorated as of the Closing Date, with delinquent rents collected post-closing applied first to current period, then to delinquent periods in inverse order of maturity.

8.3 Utilities and Operating Expenses. Utilities, service contracts, and operating expenses shall be prorated on an accrual basis as of the Closing Date.

8.4 Conveyance Taxes and Recording Fees. Seller shall pay the state and municipal conveyance taxes; Buyer shall pay recording fees. [// GUIDANCE: Parties may allocate costs differently.]

V. REPRESENTATIONS AND WARRANTIES

9. Seller’s Representations and Warranties

Seller hereby represents and warrants to Buyer, as of the Effective Date and again 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) Enforceability. This Agreement has been duly authorized, executed, and delivered by Seller and constitutes a legal, valid, and binding obligation enforceable against Seller in accordance with its terms.

(c) Title. Seller is the sole owner of the Property and has not granted any option, right of first refusal, or other contract to sell that remains outstanding.

(d) Compliance. To Seller’s knowledge, Seller has received no written notice of violation of zoning, building, fire, health, environmental, or other Applicable Laws that remains uncured.

(e) Environmental. Except as disclosed in the environmental reports delivered to Buyer, Seller has received no written notice of any Release of Hazardous Substances or violation of Environmental Laws.

(f) Litigation. There is no pending or, to Seller’s knowledge, threatened litigation, arbitration, or administrative proceeding that would materially impair Seller’s ability to perform its obligations hereunder.

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

[// GUIDANCE: Delete or expand reps depending on deal size and asset class.]

9.1 Survival. Seller’s Representations shall survive Closing for a period of [12] months (the “Survival Period”). No claim may be brought after the expiration of the Survival Period unless Seller is notified in writing before such expiration.

10. Buyer’s Representations and Warranties

Buyer represents and warrants to Seller:
(a) Authority and Enforceability. Buyer has full power and authority to execute and deliver this Agreement;
(b) Compliance with Laws. Buyer’s acquisition of the Property will not violate any Applicable Law or Buyer’s governing documents;
(c) Sophisticated Purchaser. Buyer is a knowledgeable and sophisticated purchaser of commercial real estate and will rely on its own investigations in proceeding with Closing, except for Seller’s express representations herein.

VI. COVENANTS

11. Seller’s Covenants Prior to Closing

11.1 Operations. Between the Effective Date and Closing, Seller shall:
(a) operate and maintain the Property in substantially the same manner as before the Effective Date;
(b) not enter into, amend, or terminate any Lease or Service Contract without Buyer’s prior written consent (not to be unreasonably withheld);
(c) maintain existing insurance coverage;
(d) not further encumber the Property;
(e) provide Buyer prompt notice of any event or circumstance that would make any representation untrue.

12. Post-Closing Covenants

12.1 Documents and Cooperation. After Closing, each Party shall execute such additional instruments and take such actions as may be reasonably requested by the other to further effectuate the intent of this Agreement.

VII. CONDITIONS PRECEDENT

13.1 Buyer’s Conditions. Buyer’s obligation to close is conditioned upon:
(a) Title Company’s willingness to issue an ALTA owner’s policy of title insurance in the amount of the Purchase Price, effective as of the Closing Date, insuring Buyer’s fee simple title, subject only to Permitted Exceptions;
(b) Seller’s performance of all covenants and obligations to be performed on or before Closing;
(c) The truth and accuracy of Seller’s Representations in all material respects as of Closing;
(d) Buyer’s receipt of all municipal approvals or estoppel certificates reasonably requested with respect to zoning;
(e) Absence of any material adverse event or casualty not addressed by Section 12.4.

13.2 Seller’s Conditions. Seller’s obligation to close is conditioned upon:
(a) Buyer’s delivery of the Purchase Price;
(b) Buyer’s performance of Buyer's covenants;
(c) Truth and accuracy of Buyer’s Representations.

VIII. DEFAULTS AND REMEDIES

14.1 Buyer Default. If Buyer defaults after expiration of the Due Diligence Period and fails to cure within five (5) Business Days after written notice from Seller, Seller may terminate this Agreement and accept the Deposit (inclusive of interest) as liquidated damages. The Parties acknowledge the difficulty of ascertaining Seller’s damages and agree that retention of the Deposit constitutes a reasonable estimate thereof and not a penalty.

14.2 Seller Default. If Seller defaults and fails to cure within five (5) Business Days after written notice from Buyer, Buyer may (a) terminate this Agreement and receive a refund of the Deposit plus Buyer’s out-of-pocket third-party costs not to exceed [CAP AMOUNT], or (b) seek Specific Performance (defined below).

14.3 Specific Performance. Buyer’s remedy of specific performance shall be limited to compelling Seller to convey the Property in conformity with this Agreement; Buyer waives any claim for consequential or punitive damages.

14.4 Attorneys’ Fees. The prevailing Party in any action or proceeding arising out of this Agreement shall be entitled to recover reasonable attorneys’ fees and costs.

IX. RISK ALLOCATION

15. Environmental Indemnity

15.1 Seller Indemnity. Subject to the limitations in Section 16, Seller shall indemnify, defend, and hold harmless Buyer and its Affiliates from and against any and all claims, losses, damages, liabilities, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) arising from or related to (a) the presence or Release of Hazardous Substances in, on, or under the Property attributable to periods of ownership or operation prior to Closing, and (b) any violation of Environmental Laws occurring prior to Closing.

15.2 Buyer Indemnity. Buyer shall indemnify, defend, and hold harmless Seller from and against any claims arising from Buyer's activities on the Property after Closing or Buyer's failure to comply with Environmental Laws post-closing.

[// GUIDANCE: A standalone Environmental Indemnity Agreement is included as Exhibit F. For lending transactions, an additional secured guaranty may be required.]

16. Limitation of Liability

16.1 Cap. Seller’s aggregate liability under this Agreement (other than for fraud or willful misconduct) shall not exceed [____ %] of the Purchase Price (the “Liability Cap”).
16.2 Survival. The Liability Cap shall survive the Closing and any termination of this Agreement.

17. Insurance

Buyer shall obtain, effective as of Closing, commercial general liability and property insurance in commercially reasonable amounts, naming Seller as an additional insured for claims arising prior to Closing that are made post-closing.

18. Casualty and Condemnation

18.1 Risk of Loss. Risk of loss or damage to the Property by fire or other casualty shall remain with Seller until Closing.
18.2 Major Casualty. If, prior to Closing, material damage occurs costing more than [5]% of the Purchase Price to repair, Buyer may elect to (a) terminate this Agreement and receive a refund of the Deposit, or (b) proceed to Closing and receive a credit equal to any insurance proceeds.
18.3 Condemnation. If eminent domain proceedings are commenced before Closing that would materially affect the Property, Buyer may terminate or proceed with an assignment of any condemnation award.

19. Force Majeure

Neither Party shall be liable for failure to perform due to strikes, acts of God, pandemics, governmental restrictions, or other events beyond its reasonable control (“Force Majeure”). The Outside Date shall be extended day-for-day for the duration of any Force Majeure delay, not to exceed [30] days in the aggregate.

X. DISPUTE RESOLUTION

20. Governing Law

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

21. Forum Selection

Each Party irrevocably submits to the exclusive jurisdiction of the state courts sitting in [COUNTY], Connecticut (and any appellate courts thereof).

22. OPTIONAL: Arbitration

[CHECK ONE] ☐ Include Arbitration ☐ Omit Arbitration
If “Include Arbitration” is checked, any dispute not settled within thirty (30) days after written notice shall be finally resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. The seat of arbitration shall be Hartford, Connecticut. Judgment on the award may be entered in any court of competent jurisdiction.

23. OPTIONAL: Jury Trial Waiver

[CHECK ONE] ☐ Waive Jury Trial ☐ Do Not Waive
If “Waive Jury Trial” is checked, each Party knowingly, voluntarily, and irrevocably waives any right to trial by jury in any action arising out of this Agreement.

24. Injunctive Relief

Notwithstanding Sections 22 or 23, either Party may seek provisional remedies, including Specific Performance and injunctive relief, in a court of competent jurisdiction to protect its interests pending resolution of any dispute.

XI. GENERAL PROVISIONS

25. Amendment and Waiver. No amendment of this Agreement shall be effective unless in writing signed by both Parties. No waiver shall be effective unless in writing and signed by the Party against whom enforcement is sought.

26. Assignment. Buyer may assign its rights under this Agreement to an Affiliate upon notice to Seller, provided Buyer remains primarily liable post-assignment. Any other assignment by Buyer requires Seller’s prior written consent, not to be unreasonably withheld. Seller may not assign this Agreement without Buyer’s consent.

27. Successors and Assigns. Subject to Section 26, this Agreement shall bind and benefit the Parties and their respective successors and permitted assigns.

28. Severability. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force, and the invalid provision shall be construed to effectuate the Parties’ intent as nearly as possible.

29. Entire Agreement. This Agreement (including its Exhibits) constitutes the entire agreement between the Parties and supersedes all prior negotiations, understandings, and agreements.

30. Counterparts; Electronic Signatures. This Agreement may be executed in multiple counterparts, each of which is deemed an original, and all of which together constitute one instrument. Signatures transmitted electronically (PDF, DocuSign®, or similar) shall be deemed originals.

31. Notices. All notices required or permitted under this Agreement shall be in writing and delivered (a) in person, (b) by nationally recognized overnight courier, or (c) by email with confirmation of delivery, to the addresses set forth below each Party’s signature. Notice shall be deemed given upon the earlier of actual delivery or refusal of delivery.

32. Confidentiality. Prior to Closing, each Party shall keep the terms of this Agreement and all non-public information confidential, except as required by Applicable Law or in connection with obtaining financing, title insurance, or other customary approvals.

33. No Recording. Buyer shall not record this Agreement or any memorandum thereof without Seller’s prior written consent, which may be withheld in Seller’s sole discretion.

34. Time of the Essence. Time is of the essence for all obligations hereunder.

XII. EXECUTION BLOCK

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

SELLER:
[SELLER LEGAL NAME]
By: ____
Name: ____
Title: ____
Date: ________

BUYER:
[BUYER LEGAL NAME]
By: ____
Name: ____
Title: ____
Date: ________

[Notary blocks for each signatory if required under Connecticut practice]

(Exhibits follow on subsequent pages and are incorporated by reference.)

[// GUIDANCE: Counsel should attach a precise legal description as Exhibit A, verify the form of deed acceptable for the county land records, and tailor environmental indemnity terms to the specific asset and financing requirements. Consult current Connecticut statutes and municipal ordinances for any updates on Transfer Act obligations and zoning confirmation procedures.]