Fill and Sign the Leaseback Form

Sale and Leaseback Agreement for Commercial Building Sale and Leaseback Agreement made on the ___ day of __________, 20___, between ____________________ , Inc., a corporation organized and existing under the laws of the state of ______________, with its principal office located at ________________________________ (street address, city, county, state, zip code), referred to herein as ________ , and ____________ , Inc., a corporation organized and existing under the laws of the state of ______________, with its principal office located at _________________________________ (street address, city, county, state, zip code), referred to herein as ________ . Whereas, ___________ has entered into a contract with __________ to acquire all of the land and building located at ___________________________________ (street address, city, county, state, zip code), herein called Premises ; and Whereas, ________ and _________ desire that __________ , on acquiring the Premises, shall lease the Premises to _____________ , all in accordance with the terms and conditions set forth below; Now, therefore, 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: I. Sale of Premises __________ agrees to sell and convey, and ________ agrees to purchase, all of the tract of land, together with the buildings and improvements erected on the land located at ________________________________ (street address, city, county, state, zip code) being more particularly described in Exhibit A attached hereto and incorporated herein by reference. These premises and improvements are referred to in this agreement as the Premises. This sale shall include all of __________ right, title, and interest in, to, and under all fixtures attached or appurtenant to or used in connection with the Premises. II. Purchase Price The total purchase price shall be $____________, payable in cash at Closing as described in Section VII below. III. Liens and Encumbrances The Premises are to be sold and conveyed subject to the following: A. Zoning and building regulations, ordinances, and requirements adopted by any government or municipal authority having jurisdiction, and amendments and additions to such regulations, ordinances, and requirements, now in force and effect that relate to the Premises. B. Any facts shown on an accurate survey of the Premises, provided the same does not render title unmarketable. C. Facts that a personal inspection may disclose. D. Conditions, restrictions, and limitations of record, none of which prohibit the use of the Premises as a commercial building. E. Apart from the above, the Premises are to be sold and conveyed free and clear of all liens and encumbrances. IV. Title Insurance Policy ____________ shall deliver to ____________ at the Closing, at _________ expense, a title insurance policy for $______________ insuring the interest of ___________ as fee simple owner of the Premises, subject, however, to the matters set forth in this Agreement and the usual standard exceptions of the title company issuing the policy. V. Outstanding Assessments, Taxes, Etc. In view of the leaseback mentioned below: A. If the Premises at the date of the delivery of the deed by ________ to ___________ are affected by assessments, ____________ shall accept title subject to the assessments, and _____________ shall not be entitled to any reduction of the purchase consideration on the closing by reason of the existence of the assessments, provided, however, that the above shall not apply to any assessment for which _______________ shall have received payment (or credit at the Closing) in an amount sufficient to discharge the same, in which event _____________ will apply such amount in payment of the assessment. B. The existence of any violations or unpaid real estate taxes, utility charges, or like charges on the date of closing shall not be deemed an objection to title. VI. Deed The deed shall be a warranty deed subject only to current taxes for the year __________ (e.g., present year) and covenants, conditions, and restrictions of record so as to convey to ___________ the fee simple title to the Premises free and clear of all encumbrances, except as provided in this Agreement. VII. Closing Closing shall be held at the office of ___________________________ (name of title company or closing attorney) at ___________________________________ (street address, city, county, state, zip code), at such time as __________ may designate on notice to __________ . There shall be no adjournment of Closing by ____________ without the written consent of ______________ . VIII. Leaseback At the Closing and immediately after ______________ shall receive the warranty deed to the Premises from ________ , ____________ , as landlord, shall enter into a lease agreement of the Premises with ______________ as tenant, which lease shall be in the form and substance of that form attached as Exhibit B and incorporated herein by reference. The form of the attached lease shall be completed at the Closing as follows: the date of the lease shall be the date of the Closing, and the commencement date of the initial term of the lease shall be the date of Closing. IX. Notices Any notice to be given by any party under this Agreement shall be sent by registered or certified mail to the other at the addresses set forth above or at such other address as may subsequently be designated in writing by such party. X. Entire Agreement This Agreement constitutes the entire agreement of the parties and may not be changed or modified except by an agreement in writing signed by the parties. XI. Mandatory Arbitration Notwithstanding the foregoing, and anything herein to the contrary notwithstanding, 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. WITNESS our signatures as of the day and date first above stated. ______________, INC. __________________, INC. By___________________________ By___________________________ (Name and Office in Corporation) (Name and Office in Corporation) Attach Exhibits Acknowledgment (form may vary state by state)