Fill and Sign the Commercial Property Purchase Agreement and Joint Escrow Instructions Form

Contract of Sale of Commercial Property with No Broker Involved Agreement made on the _________________ (date), between ______________________ (Name of Buyer), a corporation organized and existing under the laws of the state of ______________, with its principal office located at ______________________________________________________________________ (street address, city, state, zip code) , referred to herein as Buyer, and ______________________ (Name of Seller), a corporation organized and existing under the laws of the state of _________________, with its principal office located at ______________________________________________________________________ (street address, city, state, zip code) , referred to herein as Seller. For and in consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Agreement to Sell A. Seller agrees to sell and convey to Buyer, and Buyer agrees to purchase and take from Seller, the real property situated in ___________________ (name of city) , _________________ (name of county), ___________________ (name of state) , and particularly described in Exhibit A attached hereto and made a part hereof, together with all improvements on the property and appurtenances to it, and the articles of equipment and other personal property listed in Exhibit ________ (designation of exhibit) , which is attached and incorporated by reference. The real and personal property described above is collectively referred to in this Agreement as Property . B. Transfer to Buyer shall include all right, title, and interest of Seller in and to all streets, alleys, roads, and avenues adjoining the real property, and shall further include any award for damaging or taking by eminent domain by public or quasi- public authority, of the real property or any part of it. 2. Price The purchase price for Property is $____________, payable as follows: (terms of payment) __________________________________________________________ ____________________________________________________________________. 3. Title; Tenancies A. Conveyance of title to Property shall be by warranty deed with full covenants, executed by Seller, to Buyer or Buyer's nominees. Title to be conveyed shall be good and marketable, subject only to (description of acceptable liens, encumbrances, restrictions, easements and other burdens) ________________________________________________________ ________________________________________________________________________________________________________________________________. B. Property is presently occupied by _________ (number of tenants) tenants under month-to-month tenancies or leases, as set forth in Exhibit B, which is attached and made a part of this Agreement. Transfer of title and possession to Property shall be subject to those tenancies, but all right, title and interest of Seller in Property shall be transferred to Buyer or its nominees at the time of conveyance of title. C. Conveyance of title shall be made and sale closed within ______ (number of days) days after the date of this Agreement. Title shall be evidenced by a standard form title insurance policy issued by ___________________________ (name of title company) , insuring title to Property to be in Buyer or its nominees, subject only to the matters set forth in this Agreement. 4. Assessments If, at the time of transfer of title, Property or any part of Property is subject to an assessment or assessments payable in installments, all such installments not due or delinquent at the time of transfer shall nevertheless be deemed to be due and payable at such time and as liens on the Property described above, and all such assessments shall be paid and discharged by Seller. 5. Escrow; Proration A. Escrow shall be opened with _______________________________ (name of escrow company) . Such instructions as the escrow company may require, not inconsistent with the provisions of this Agreement, shall be signed and filed by the parties. B. The following items shall be prorated as of the close of escrow: rentals, real estate taxes due but not delinquent, prepaid insurance premiums, (description of other items to be prorated) ___________________________ ________________________________________________________________. C. Escrow shall close when the escrow company is in a position to record all documents required under this Agreement, make all disbursements, and issue or secure a title insurance policy. 6. Risk of Loss; Maintenance; Transfer of Possession A. Risk of loss or damage by fire or other casualty to Property or any part of Property prior to close of escrow shall be the risk of Seller. In the event of such loss or damage prior to closing, this Agreement shall not be affected but Seller shall assign to Buyer all rights under any insurance policy or policies applicable to the loss. If action is necessary to recover under any casualty policy, Seller shall grant permission to bring the action in Seller's name. B. Improvements and personal Property described above shall be maintained in their present condition prior to the close of escrow by Seller, wear from normal and reasonable use and deterioration excepted. C. Possession of Property, subject to the leases and tenancies referred to above, shall be transferred at close of escrow. 7. Commercial Zoning Seller warrants that Property is zoned for commercial purposes and that all existing uses are lawful and within such zoning. Buyer plans the use of Property for the construction of a (describe Building to be constructed) ________________________ ______________________________________________________________________ near the corner of Property, bordered by ___________________ (name of first street) and __________________ (name of second street), to be used as a ______________ __________________ (type of store or commercial building) . Plans and specifications for the building have been prepared by ____________________ (name of architect), architect for Buyer, and have been examined by Seller. Buyer intends to apply for a building permit for such additional use, and for appropriate amendments to the existing zoning plan for the area in which Property is located. Seller will cooperate fully with Buyer with respect to the contemplated plans. If Buyer is unable to proceed with the described project because of any adverse decision of __________________ (name of city), or any board, commission, or officer of __________________ (name of city), Buyer shall remit $_____________ of the purchase price by crediting that amount on the purchase-money mortgage to be executed by Buyer in favor of Seller. 8. Notice All notices required by this Agreement shall be in writing and shall be served on the parties at their addresses, as indicated above, or on their attorneys at their business addresses. The mailing of a notice by registered or certified mail, return receipt requested, shall serve as sufficient notice. Notices may also be served by personal delivery, by mail-o- gram, telegram, or by the use of a facsimile machine with proof of transmission and a copy of the notice with proof of transmission being sent by regular mail on the date of transmission. 9. Binding Effect of Agreement This Agreement and the covenants and Agreements of it shall bind and inure to the benefit of the parties, and their respective heirs, personal representatives, successors and assigns. Unless the Agreement otherwise requires, the covenants of this Agreement shall survive the transfer of title. 10. No Broker The Seller and Buyer agree that this Agreement was directly negotiated between them and that no broker was involved in bringing about this Agreement. No claim of a broker's fee shall be made against either party. 11. Severability The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision. 12. No WaiverThe failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. 13. Governing Law This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of _______________. 14. Attorney’s Fees In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees. 15. Mandatory Arbitration Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. 16. Entire Agreement This Agreement shall constitute the entire Agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement. 17. Modification of Agreement Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party. 18. Assignment of Rights The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party. 19. Counterparts This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument. 20. Compliance with LawsIn performing under this Agreement, all applicable governmental laws, regulations, orders, and other rules of duly-constituted authority will be followed and complied with in all respects by both parties. 21. In this Agreement, any reference to a party includes that party's heirs, executors, administrators, successors and assigns, singular includes plural and masculine includes feminine. WITNESS our signatures as of the day and date first above stated. _______________________ _________________________ (Name of Seller) (Name of Buyer) By:____________________________ By:_______________________________ ________________________ ________________________ (Printed Name & Office in Corporation) (Printed Name & Office in Corporation) ________________________ ________________________ (Signature of Officer) (Signature of Officer) (Attach exhibits) STATE OF _____________ COUNTY OF ____________ Personally appeared before me, the undersigned authority in and for the said county and state, on this ______ day of __________________, 20_____, within my jurisdiction, the within named _____________________ (Name of Officer of Buyer), who acknowledged that he is ___________________ (Name of Office) of ____________________________ (Name of Corporation), a __________________ (name of state) corporation, and that for and on behalf of the said corporation, and as its act and deed he executed the above and foregoing instrument, after first having been duly authorized by said corporation so to do. ________________________________ NOTARY PUBLIC My Commission Expires: ____________________ STATE OF _____________ COUNTY OF ____________ Personally appeared before me, the undersigned authority in and for the said county and state, on this ______ day of ______________, 20_____, within my jurisdiction, the within named ____________________ (Name of Officer of Seller), who acknowledged that he is ___________________ (Name of Office) of ___________________________ (Name of Corporation), a ___________________ (name of state) corporation, and that for and on behalf of the said corporation, and as its act and deed he executed the above and foregoing instrument, after first having been duly authorized by said corporation so to do. ________________________________ NOTARY PUBLIC My Commission Expires: ____________________