COMMERCIAL REAL ESTATE PURCHASE AND SALE AGREEMENT

(Oregon‐Governed)

[// GUIDANCE: All bracketed ALL-CAPS language indicates a required user input. Delete practical guidance comments before final execution.]

TABLE OF CONTENTS

1. Agreement Information and Recitals
2. Definitions
3. Agreement to Purchase and Sell
4. Purchase Price; Earnest Money; Allocation of Consideration
5. Title and Survey Matters
6. Due Diligence; Property Information Deliveries
7. Conditions Precedent to Closing
8. Closing; Deliveries; Prorations
9. Representations and Warranties of Seller
10. Representations and Warranties of Buyer
11. Covenants of the Parties
12. Environmental Matters and Indemnification
13. Zoning and Land-Use Compliance
14. Risk Allocation; Insurance; Liability Limitations
15. Default; Remedies
16. Casualty and Condemnation
17. Dispute Resolution
18. Miscellaneous Provisions
19. Execution Blocks

1. AGREEMENT INFORMATION AND RECITALS

This Commercial Real Estate Purchase and Sale Agreement (this “Agreement”) is made and entered into effective as of [EFFECTIVE DATE] (the “Effective Date”), by and between:

Seller: [SELLER LEGAL NAME], a [STATE OF ORGANIZATION] [ENTITY TYPE], having an address at [SELLER ADDRESS] (“Seller”); and

Buyer: [BUYER LEGAL NAME], a [STATE OF ORGANIZATION] [ENTITY TYPE], having an address at [BUYER ADDRESS] (“Buyer”).

Seller is the fee simple owner of the real property located at [PROPERTY ADDRESS OR DESCRIPTION], more particularly described in Exhibit A attached hereto (the “Land”), together with all improvements, appurtenances, fixtures, and rights relating thereto (collectively, the “Property”).

Buyer desires to purchase the Property and Seller desires to sell the Property on the terms and conditions set forth herein.

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 ease of reference, the following capitalized terms shall have the meanings set forth below. Terms defined in singular include the plural and vice-versa.

“Affiliate” – any entity controlling, controlled by, or under common control with a party.
“Agreement” – as defined in the introductory paragraph.
“Approved Exception” – as defined in §5.4.
“Arbitration Election” – [YES/NO].
“Business Day” – any day other than Saturday, Sunday, or Oregon state-recognized legal holidays.
“Buyer” – as identified above.
“Closing” – the consummation of the purchase and sale contemplated herein, as described in §8.
“Closing Date” – [CLOSING DATE OR “thirty (30) days after the Satisfaction Date”].
“Deed” – special warranty deed in the form attached as Exhibit B.
“Deposit” – collectively, the Initial Deposit and Additional Deposit, as defined in §4.2.
“Effective Date” – as defined in §1.
“Environmental Laws” – any applicable federal, state, or local laws, regulations, or ordinances concerning pollution, protection of the environment, or human health and safety relating to Hazardous Materials.
“Escrow Agent” – [TITLE COMPANY/ESCROW AGENT], whose address is [ADDRESS].
“Hazardous Materials” – any substance defined, designated, classified, or regulated as hazardous or toxic, including petroleum and petroleum by-products.
“Inspection Period” – [NUMBER] days following the Effective Date, as further described in §6.1.
“Land” – as defined in Recitals.
“Liability Cap” – [DOLLAR AMOUNT OR “NONE”], subject to §14.3.
“Property” – collectively, the Land, Improvements, and all Personal Property as further described in §3.1.
“Purchase Price” – [PURCHASE PRICE].
“Seller” – as identified above.
“Specific Performance” – equitable remedy preserved under §15.3.
“Survey” – ALTA/NSPS survey meeting the 2021 Minimum Standard Detail Requirements.
“Title Company” – [TITLE COMPANY NAME].
“Title Commitment” – Title Company’s commitment to issue the Title Policy in the amount of the Purchase Price.
“Title Objection Notice” – as defined in §5.3.
“Title Policy” – ALTA Owner’s Policy (2006 Form) insuring title in Buyer, subject only to Approved Exceptions.
“Zoning Report” – zoning compliance report meeting applicable Oregon standards.

[// GUIDANCE: Add additional defined terms as needed for specialized transactions.]

3. AGREEMENT TO PURCHASE AND SELL

3.1 Sale of Property. Subject to and in accordance with the terms of this Agreement, Seller agrees to sell, convey, and assign to Buyer, and Buyer agrees to purchase from Seller, all of Seller’s right, title, and interest in and to:

(a) the Land;
(b) all buildings, structures, fixtures, and other improvements located on the Land (collectively, the “Improvements”);
(c) all tangible personal property owned by Seller and used in connection with the ownership, operation, or maintenance of the Land and Improvements, if any (the “Personal Property”);
(d) all assignable leases, licenses, permits, approvals, warranties, and contracts relating to the Property (collectively, the “Intangibles”); and
(e) all easements, hereditaments, tenements, and appurtenant rights benefiting the Land.

3.2 Conveyance Instrument. Fee title shall be conveyed by the Deed, free and clear of all liens and encumbrances other than Approved Exceptions.

4. PURCHASE PRICE; EARNEST MONEY; ALLOCATION OF CONSIDERATION

4.1 Purchase Price. The total purchase price for the Property (the “Purchase Price”) shall be [INSERT AMOUNT] United States Dollars (U.S. $[___]).

4.2 Earnest Money Deposit. Within [TWO (2)] Business Days after the Effective Date, Buyer shall deliver to Escrow Agent an initial earnest money deposit of [INITIAL DEPOSIT AMOUNT] (the “Initial Deposit”). Upon the expiration of the Inspection Period without Buyer’s timely termination, Buyer shall deposit an additional amount of [ADDITIONAL DEPOSIT AMOUNT] (the “Additional Deposit,” and together with the Initial Deposit, the “Deposit”). The Deposit shall be held in an interest-bearing account, shall be applied to the Purchase Price at Closing, and shall otherwise be disbursed per this Agreement.

4.3 Payment of Purchase Price. At Closing, Buyer shall pay the Purchase Price, as adjusted by prorations and credits under §8.3, by wire transfer of immediately available federal funds to Escrow Agent.

4.4 Allocation. The parties shall mutually agree on an allocation of Purchase Price among Land, Improvements, and Personal Property consistent with IRC §1060 and applicable Treasury Regulations and shall report the transaction consistently therewith.

5. TITLE AND SURVEY MATTERS

5.1 Commitment and Survey. Within [FIVE (5)] Business Days of the Effective Date, Seller shall cause Title Company to deliver to Buyer a Title Commitment and legible copies of all exception documents. Seller shall also deliver to Buyer any existing survey; Buyer may obtain a new Survey at its expense.

5.2 Review Period. Buyer shall have until the end of the Inspection Period to review the Title Commitment and Survey.

5.3 Title Objections; Seller Cure. Buyer may deliver a written Title Objection Notice specifying objections to title matters other than Permitted Exceptions. Seller shall have [TEN (10)] days to elect to cure such objections. Failure to respond constitutes refusal to cure.

5.4 Approved Exceptions. Those title matters (i) timely objected to by Buyer but not cured by Seller and accepted by Buyer, (ii) waived in writing by Buyer, and/or (iii) created by or with the written consent of Buyer, shall constitute “Approved Exceptions.” If Seller fails or elects not to cure a timely objection, Buyer may either (a) terminate this Agreement and receive a refund of the Deposit, or (b) waive the objection and proceed to Closing, in which event such matter shall be an Approved Exception.

5.5 Title Policy. At Closing, Title Company shall issue the Title Policy to Buyer in the amount of the Purchase Price, subject only to Approved Exceptions and including extended coverage endorsements reasonably required by Buyer.

6. DUE DILIGENCE; PROPERTY INFORMATION DELIVERIES

6.1 Inspection Period. Buyer shall have [NUMBER] days commencing on the Effective Date (the “Inspection Period”) to conduct, at Buyer’s sole cost and risk, such investigations, studies, and inspections as Buyer deems appropriate, including environmental assessments, zoning analysis, structural inspections, and review of Property records.

6.2 Seller Deliveries. Within [FIVE (5)] Business Days following the Effective Date, Seller shall provide Buyer electronic copies of the items listed on Exhibit C (“Due Diligence Materials”), to the extent such items are in Seller’s possession or control.

6.3 Access; Indemnification. Buyer and its consultants may enter the Property upon [TWENTY-FOUR (24)] hours’ prior notice to Seller, provided Buyer (a) restores any damage, (b) carries at least [\$2,000,000] commercial general liability insurance, and (c) indemnifies Seller from claims arising from Buyer’s entry, excluding pre-existing conditions merely discovered.

6.4 Termination Right. Buyer may terminate this Agreement for any reason by delivering written notice on or before the last day of the Inspection Period, in which event the Deposit shall be refunded to Buyer and neither party shall have further liability (except those provisions expressly stated to survive).

7. CONDITIONS PRECEDENT TO CLOSING

Buyer’s obligation to proceed to Closing is conditioned upon satisfaction or Buyer’s written waiver of each of the following (collectively, the “Buyer Conditions”):

(a) Title Company’s irrevocable commitment to issue the Title Policy;
(b) Seller’s representations and warranties remaining true and correct as of Closing, in all material respects;
(c) Seller’s performance of all covenants required to be performed on or before Closing;
(d) Delivery of all closing documents specified in §8.2; and
(e) No material adverse change in the physical condition or legal status of the Property.

[// GUIDANCE: Insert lender approval, zoning confirmation, or other deal-specific conditions as needed.]

8. CLOSING; DELIVERIES; PRORATIONS

8.1 Closing Date. The Closing shall occur on the Closing Date via escrow with Escrow Agent at the offices of Title Company or by mail-away closing.

8.2 Seller Closing Deliveries. At Closing, Seller shall deliver:
(i) the duly executed and acknowledged Deed;
(ii) a Bill of Sale and Assignment of Intangibles;
(iii) FIRPTA affidavit;
(iv) Bring-Down Certificate confirming Seller’s representations;
(v) Tenant notice letters (if applicable);
(vi) Evidence of authority; and
(vii) Such additional documents reasonably required by Title Company.

8.3 Buyer Closing Deliveries. Buyer shall deliver:
(i) the balance of the Purchase Price;
(ii) counterpart signature pages to closing documents; and
(iii) evidence of authority.

8.4 Prorations and Closing Costs. Taxes, assessments, rents, operating expenses, and utilities shall be prorated as of 11:59 p.m. on the day preceding the Closing Date. Seller shall pay transfer tax (if any) and [½] of escrow fees; Buyer shall pay recording fees, Title Policy premium (other than seller policy charges, if any), Survey costs, and [½] of escrow fees.

8.5 Possession. Buyer shall be entitled to possession immediately upon Closing, subject only to Approved Exceptions and existing tenant rights expressly assumed by Buyer.

9. REPRESENTATIONS AND WARRANTIES OF SELLER

Seller hereby represents and warrants to Buyer as of the Effective Date and again as of Closing (unless a different date is specified):

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

9.2 No Conflicts. Execution and performance of this Agreement will not violate any organizational documents, agreements, orders, or laws applicable to Seller.

9.3 Title. Seller is the sole fee simple owner of the Property, free and clear of liens other than those that will be discharged at or before Closing or Approved Exceptions.

9.4 Litigation. Seller has received no written notice of any pending or threatened litigation or governmental proceeding relating to the Property that would materially impair Seller’s ability to perform or Buyer’s intended use.

9.5 Hazardous Materials. Except as disclosed in Schedule 9.5, Seller has not generated, stored, released, or disposed of Hazardous Materials on the Property in violation of Environmental Laws.

9.6 Compliance. To Seller’s Knowledge, the Property is in compliance with all applicable laws, including Environmental Laws and zoning ordinances, in all material respects.

9.7 Foreign Person. Seller is not a “foreign person” as defined in IRC §1445.

9.8 Contracts. Schedule 9.8 identifies all service contracts, equipment leases, and other agreements to which Seller is a party and which relate to the Property.

9.9 Brokers. Seller’s Broker is [BROKER NAME]; Seller shall be solely responsible for commissions due its broker. Seller has dealt with no other broker.

9.10 Survival and Limitations. Seller’s representations and warranties shall survive Closing for [TWELVE (12)] months; Seller’s total aggregate liability thereunder shall not exceed the Liability Cap.

10. REPRESENTATIONS AND WARRANTIES OF BUYER

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

10.2 No Conflicts. Execution and performance of this Agreement will not violate any organizational documents, agreements, orders, or laws applicable to Buyer.

10.3 Brokers. Buyer’s Broker is [BROKER NAME]; Buyer shall be solely responsible for commissions due its broker. Buyer has dealt with no other broker.

10.4 Funds Source. Buyer will have at Closing immediately available funds necessary to pay the Purchase Price.

10.5 Survival. Buyer’s representations shall survive Closing for [TWELVE (12)] months.

11. COVENANTS OF THE PARTIES

11.1 Seller’s Interim Covenants. From the Effective Date through Closing, Seller shall:
(a) operate and maintain the Property in substantially the same manner as prior to the Effective Date;
(b) not transfer or encumber the Property without Buyer’s prior written consent;
(c) maintain existing insurance;
(d) give prompt notice to Buyer of any material notice received from any governmental authority concerning the Property; and
(e) not amend, terminate, or enter into any lease or service contract without Buyer’s prior written consent (except terminable on ≤30 days’ notice without penalty).

11.2 Buyer’s Covenants. Buyer shall:
(a) conduct all inspections in a manner that does not unreasonably interfere with tenants or operations;
(b) maintain confidentiality of Due Diligence Materials, except as required by law or financing sources; and
(c) promptly repair any physical damage caused by its inspections.

12. ENVIRONMENTAL MATTERS AND INDEMNIFICATION

12.1 Environmental Indemnity by Seller. Subject to the Liability Cap (unless “Unlimited” is inserted), Seller shall indemnify, defend, and hold Buyer harmless from and against any and all claims, liabilities, losses, damages, costs, and expenses (including reasonable attorneys’ fees) arising from (a) the presence or release of Hazardous Materials on, under, or migrating from the Property on or before the Closing Date, and (b) any breach of Seller’s representations in §9.5.

12.2 Environmental Indemnity by Buyer. Buyer shall indemnify, defend, and hold Seller harmless from and against any claims arising from the introduction or release of Hazardous Materials by Buyer or its agents on or after the Closing Date.

12.3 Environmental Studies. Buyer may conduct a Phase I environmental site assessment and, if recommended, a Phase II investigation. Buyer shall provide Seller with copies of final reports promptly after receipt.

12.4 Survival. The indemnities in this Article 12 shall survive Closing for [THREE (3)] years and shall be subject to the Liability Cap unless specified otherwise herein.

13. ZONING AND LAND-USE COMPLIANCE

13.1 Seller Zoning Representation. To Seller’s Knowledge, the current zoning classification permits the present use of the Property.

13.2 Buyer Review. Buyer shall, at its sole cost, obtain a Zoning Report and verify compliance with Oregon land-use laws and local ordinances.

13.3 Governmental Approvals. Buyer shall be responsible for obtaining any rezoning, conditional use permits, or variances it requires; Seller shall reasonably cooperate, provided Buyer reimburses Seller for documented out-of-pocket costs.

13.4 Survival. Seller’s obligations under this Article shall survive Closing for the same period as Seller’s representations under Article 9.

14. RISK ALLOCATION; INSURANCE; LIABILITY LIMITATIONS

14.1 Insurance. Until Closing, Seller shall maintain its existing insurance on the Property. Buyer shall obtain insurance effective as of Closing, including commercial general liability with limits of not less than [\$2,000,000] per occurrence and property insurance on a replacement cost basis.

14.2 Indemnification.

(a) General Indemnity by Seller. Seller shall indemnify Buyer for (i) breaches of Seller’s covenants or representations, and (ii) pre-Closing liabilities not expressly assumed by Buyer.
(b) General Indemnity by Buyer. Buyer shall indemnify Seller for (i) breaches of Buyer’s covenants or representations, and (ii) post-Closing liabilities relating to the Property.

14.3 Liability Cap. The total aggregate liability of either party for breaches of covenants, representations, and indemnity obligations (other than fraudulent or willful misconduct, or environmental indemnity if stated “Unlimited”) shall not exceed the Liability Cap.

14.4 Waiver of Consequential Damages. [OPTIONAL – INSERT IF DESIRED] Neither party shall be liable for consequential, incidental, or punitive damages in connection with this Agreement, except as may be payable to third parties under an indemnity.

15. DEFAULT; REMEDIES

15.1 Seller Default. If Seller fails to perform its material obligations and such failure continues for [FIVE (5)] Business Days after written notice, Buyer may (a) terminate this Agreement and receive a refund of the Deposit plus documented out-of-pocket costs not to exceed [CAP], or (b) seek Specific Performance. Monetary damages (beyond the foregoing reimbursement) are expressly waived by Buyer.

15.2 Buyer Default. If Buyer fails to perform its material obligations and such failure continues for [FIVE (5)] Business Days after written notice, Seller may terminate this Agreement and receive the Deposit as liquidated damages, which the parties agree is a reasonable estimate of Seller’s damages and not a penalty.

15.3 Injunctive Relief. Nothing herein shall restrict either party’s right to equitable relief, including Specific Performance and injunctive relief, to enforce the provisions of this Agreement.

15.4 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, including on appeal and in bankruptcy.

16. CASUALTY AND CONDEMNATION

16.1 Casualty. Risk of loss shall remain with Seller until Closing. If prior to Closing a casualty causes damage exceeding [5]% of the Purchase Price (a “Material Casualty”), Buyer may (a) terminate this Agreement and receive a refund of the Deposit, or (b) proceed to Closing with an assignment of insurance proceeds and a credit for any deductible.

16.2 Condemnation. If prior to Closing any eminent domain proceeding is commenced that would materially affect the Property, Buyer may (a) terminate this Agreement and receive a refund of the Deposit, or (b) close and receive an assignment of the condemnation award.

17. DISPUTE RESOLUTION

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

17.2 Forum Selection. Subject to §17.3, any action or proceeding shall be filed exclusively in the state courts of [COUNTY], Oregon, and each party irrevocably submits to such jurisdiction.

17.3 Arbitration. If “YES” is inserted for Arbitration Election, the parties agree that any dispute not resolved by negotiation within [30] days shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall occur in [CITY, OREGON] before [ONE/THREE] arbitrator(s). The arbitrator(s) shall have authority to grant equitable relief consistent with this Agreement.

17.4 Jury Trial Waiver. [OPTIONAL – INSERT IF DESIRED] EACH PARTY WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF THIS AGREEMENT.

17.5 Survival. This Article shall survive any termination of the Agreement.

18. MISCELLANEOUS PROVISIONS

18.1 Notices. All notices shall be in writing and delivered (a) by personal delivery, (b) by nationally recognized overnight courier, or (c) by email with confirmation of transmission, in each case to the addresses set forth below or as changed by notice.

18.2 Entire Agreement; Amendments. This Agreement (including exhibits and schedules) constitutes the entire agreement between the parties and supersedes all prior agreements. Amendments must be in a writing signed by both parties.

18.3 Assignment. Buyer may not assign this Agreement without Seller’s prior written consent, except to an Affiliate, provided Buyer remains liable.

18.4 Successors and Assigns. This Agreement binds and benefits the parties and their respective successors and permitted assigns.

18.5 Severability. If any provision is held invalid, the remaining provisions shall remain in full force, and the invalid provision shall be reformed to the minimum extent necessary to effectuate its original intent.

18.6 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original. Signatures delivered electronically (e.g., via PDF or DocuSign) shall be deemed originals.

18.7 Time of Essence. Time is of the essence in the performance of each party’s obligations.

18.8 Further Assurances. Each party shall execute and deliver such additional documents and take such further actions as may reasonably be required to carry out the intent of this Agreement.

18.9 No Third-Party Beneficiaries. Except as expressly provided, no provisions create rights in any third parties.

19. EXECUTION BLOCKS

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

SELLER:

[SELLER LEGAL NAME]
By: _______
Name: [PRINTED NAME]
Title: [TITLE]

State of ___ )
County of ____ ) ss.

On this ___ day of _, 20_, before me, a Notary Public, personally appeared _____, who acknowledged he/she is the ______ of [SELLER LEGAL NAME] and that he/she executed the foregoing instrument on behalf of said entity.

Notary Public for _
My commission expires: __

BUYER:

[BUYER LEGAL NAME]
By: _______
Name: [PRINTED NAME]
Title: [TITLE]

State of ___ )
County of ____ ) ss.

On this ___ day of _, 20_, before me, a Notary Public, personally appeared _____, who acknowledged he/she is the ______ of [BUYER LEGAL NAME] and that he/she executed the foregoing instrument on behalf of said entity.

Notary Public for _
My commission expires: __

EXHIBITS (List)

Exhibit A – Legal Description of the Land
Exhibit B – Form of Special Warranty Deed
Exhibit C – Due Diligence Materials
Exhibit D – Form of Bill of Sale and Assignment
Schedule 9.5 – Environmental Disclosures
Schedule 9.8 – Service Contracts

[// GUIDANCE: Attach tailored exhibits and schedules before distributing the agreement to the parties.]

END OF DOCUMENT