Commercial Property Sale Agreement

COMMERCIAL PROPERTY SALE AGREEMENT

Parties

This Commercial Property Sale Agreement (the Agreement) is entered into effective as of (Effective Date), by and between:

Individual    Corporation/LLC/Partnership

Individual    Corporation/LLC/Partnership

Property Identification

Purchase Price and Payment

Purchase Price: $    Earnest Money Deposit: $    Deposit payable to:

Earnest Money Deposit to be delivered to escrow within days after Effective Date. Balance due at Closing by wire transfer or other immediately available funds.

Inspections and Due Diligence

Buyer shall have a due diligence/inspection period of days from Effective Date to conduct inspections, tests, financial review, and review of leases and service contracts. Seller shall provide reasonable access to the Property.

Seller has provided environmental reports to Buyer    No environmental reports available

Closing and Possession

Closing shall occur on or before at the office of or such other place as the parties agree.

Possession shall be delivered to Buyer on subject to existing leases unless otherwise agreed in writing.

Title, Survey and Closing Deliverables

Seller shall convey marketable fee simple title by general warranty deed or other mutually acceptable instrument, free of monetary liens except as disclosed. Buyer may obtain a current title commitment and survey at Buyer's expense. Title objections must be delivered within days prior to Closing.

Representations, Warranties and Disclosures

Seller represents and warrants to Buyer as of the Effective Date and as of Closing that (a) Seller is the sole owner with authority to convey the Property, (b) there are no undisclosed material violations of law affecting the Property, (c) Seller has not received written notice of material claims, liens, or violations other than those disclosed to Buyer in writing prior to Effective Date.

Lead-based paint disclosure required for improvements built prior to 1978: Yes No

Mold, water intrusion, floodplain or prior structural damage known to Seller: Yes No

Hazardous materials or underground storage tanks known to Seller: Yes No

Default and Remedies

If Buyer fails to close in accordance with this Agreement, Seller may retain the Earnest Money as liquidated damages or pursue specific performance and other remedies at law or equity. If Seller fails to close, Buyer may elect specific performance, return of earnest money, or other remedies permitted by law. The prevailing party in any enforcement action shall be entitled to recover reasonable attorneys' fees and costs.

Brokerage

Each party represents that it has dealt with no broker other than those identified below. Commissions, if any, shall be paid from Closing proceeds in accordance with separate written agreements.

Risk of Loss; Insurance

Risk of loss or damage to the Property prior to Closing shall remain with Seller. Any material damage occurring prior to Closing shall be disclosed and may permit Buyer to elect termination, repair, or price adjustment as set forth herein.

Indemnification

Seller shall indemnify and hold Buyer harmless from and against liabilities, claims, and costs arising from Seller's breach of its representations, from events occurring prior to Closing, and from Seller's ownership or operation of the Property prior to Closing. Buyer shall indemnify Seller for matters arising after Closing.

Governing Law and Miscellaneous

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict-of-law principles. This Agreement constitutes the entire agreement between the parties and supersedes prior discussions. Amendments must be in writing and signed by both parties.

All notices required or permitted shall be in writing and delivered to the addresses set forth below by personal delivery, certified mail (return receipt requested), or overnight courier.

Acceptance

The parties acknowledge that they have read and understand this Agreement, that their respective signatories are authorized to execute this Agreement, and that execution of this Agreement shall create binding obligations upon the parties in accordance with its terms.

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