Real Estate Business for Sale

REAL ESTATE BUSINESS FOR SALE AGREEMENT

Document Analysis and Purpose

This Agreement documents the sale of a business in which real property is a material component of value. It allocates purchase price among real property and business assets, establishes deposit and closing mechanics, describes contingencies (inspection, financing, title), identifies deliverables at closing, sets representations and warranties of Seller and Buyer, and provides remedies for default. Two parties will sign: Seller and Buyer.

Parties and Transaction Recitals

Seller Name:

Buyer Name:

Assets Included and Excluded

Seller agrees to sell and Buyer agrees to purchase the business and the following assets, subject to the terms below. Check applicable items to be conveyed at Closing:

Real property and improvements

Goodwill and trade name

Inventory (to be inventoried prior to closing)

Furniture, fixtures and equipment (FF&E)

Assigned leases and tenant security deposits (if any)

Purchase Price, Deposit and Allocation

Purchase Price: $

Contingencies, Inspections and Due Diligence

Inspection Period (business operations, physical plant, environmental): days after Effective Date.

Seller shall provide reasonable access for inspections and for delivery of requested records.

Environmental assessment (Phase I/II as applicable) to be completed within the inspection period.

Title, Survey and Closing

Title Commitment Delivery Deadline: . Buyer may object to exceptions within seven (7) days of receipt.

Closing Date: . Closing location:

Possession and Transfer of Operations: Possession shall be delivered to Buyer on Closing except for items specifically reserved in writing by Seller. Parties agree to cooperate in transferring licenses and permits required to operate the business.

Seller Representations and Warranties

Seller represents and warrants that, as of the Effective Date and as of Closing, Seller has good and marketable title to the real property and to the assets to be conveyed, free of liens or encumbrances except as disclosed in writing. Seller further represents that there are no pending or threatened material litigation, no undisclosed environmental liabilities, and that the financial statements provided to Buyer are true and correct in all material respects.

Buyer Representations and Warranties

Buyer represents that Buyer has the authority and financial capacity to consummate the transaction, subject to the financing contingency (if elected). Buyer shall perform all inspections and reviews within the inspection period and shall deliver to Seller any objections in writing prior to the expiration of the inspection period.

Disclosures

Seller affirms the following (check Yes or No):

Lead-based paint disclosure known to Seller? Yes No

Known mold, water intrusion or structural damage? Yes No

Any outstanding building code violations? Yes No

Default, Remedies and Indemnification

If Buyer defaults after the expiration of any cure period, Seller may terminate this Agreement and retain the earnest money as liquidated damages, or pursue specific performance or any other remedy at law or in equity. If Seller defaults, Buyer may seek specific performance or termination with return of earnest money and pursuit of damages. Each party agrees to indemnify the other for losses resulting from breaches of its representations and warranties.

Closing Deliverables

At Closing, Seller shall deliver: a duly executed deed conveying fee simple title, bill of sale for personal property, assignment of leases (if applicable), evidence of authority to sell, and affidavits as reasonably required by Buyer or title insurer. Buyer shall deliver: the balance of the purchase price by wire or certified funds, and any required closing documents.

Prorations, Taxes and Costs

Real property taxes and rents (if any) shall be prorated as of the Closing Date. Unless otherwise agreed, Seller pays all pre-closing ad valorem taxes, and Buyer pays post-closing taxes. Closing costs shall be allocated as follows unless modified in writing: Seller pays documentary transfer taxes and certain seller closing costs; Buyer pays escrow fees, lender fees and recording fees.

Brokers and Commissions

All brokers engaged by the parties shall be identified here. Commission payable and responsible party:

Governing Law; Entire Agreement

This Agreement shall be governed by the laws of the state in which the real property is located. This Agreement (including all schedules and exhibits executed by the parties) constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements and understandings. Any modification must be in writing signed by both parties.

Notices

All notices required or permitted shall be in writing and delivered to the parties at the addresses set forth below (or at such other address as a party designates in writing):

Additional Provisions

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Buyer may assign to an affiliate or lender for financing purposes with prior written notice to Seller. Survival: Representations, warranties and indemnities shall survive Closing for a period of two (2) years, except fraud which survives indefinitely.

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