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Enter the full legal name of this party exactly as it appears on their ID or business registration.
Enter the full legal name of this party exactly as it appears on their ID or business registration.
A Commercial Real Estate Purchase Agreement is the binding contract for the sale and purchase of commercial property — office buildings, retail centers, industrial facilities, apartment complexes, or raw land — between a seller and a sophisticated buyer. Unlike residential purchase contracts, commercial agreements are heavily negotiated, contain fewer consumer protections, and address complex issues including due diligence contingencies, environmental indemnities, estoppel certificate requirements from tenants, assumption of existing leases, prorated rents and security deposits, and title insurance endorsements. REQUIRES NOTARIZATION for recordable deed. Fill out this free commercial real estate purchase agreement template online, e-sign it digitally, and download a legally valid PDF. no account or lawyer needed. Sections: Parties, Property & Sale Terms.
This Commercial Real Estate Purchase Agreement (the "Agreement") is entered into as of ______________ by and between ______________, located at ______________ ("Seller"), and ______________, located at ______________ ("Buyer").
Seller agrees to sell, and Buyer agrees to purchase, the following commercial real property (the "Property"): Address: ______________ Property Type: ______________ Legal Description: ______________ The sale includes all improvements, fixtures, HVAC, mechanical systems, and appurtenances currently on or belonging to the Property, but excludes Seller's personal property and trade fixtures as mutually agreed in writing.
The total purchase price is $0.00 (the "Purchase Price"), payable as follows: (a) Earnest Money: $0.00, delivered to the Escrow Agent within 3 business days of execution. Earnest Money shall be held in an interest-bearing account and credited toward the Purchase Price at closing. Earnest Money is refundable if this Agreement is terminated during the Due Diligence Period; thereafter it is non-refundable except as expressly provided herein. (b) Balance: The remaining balance shall be paid at closing through the escrow established by the parties.
Buyer shall have 45 calendar days from the execution of this Agreement (the "Due Diligence Period") to conduct Buyer's due diligence, including: (a) physical inspection of the Property; (b) review of all leases, rent rolls, and tenant estoppels; (c) review of operating statements, utility bills, and capital expenditure history (3 years); (d) title search and survey; (e) environmental assessment (Phase I ESA, and Phase II if warranted); (f) zoning and land use review; (g) review of existing service contracts; and (h) financing review. Seller shall provide Buyer with reasonable access to the Property and all due diligence materials within 5 business days of execution. If Buyer determines, in Buyer's sole discretion, that the Property is not acceptable, Buyer may terminate this Agreement by written notice to Seller on or before the expiration of the Due Diligence Period, and the Earnest Money shall be returned to Buyer. After the expiration of the Due Diligence Period, Buyer may not terminate for any reason within Buyer's control, and the Earnest Money shall be non-refundable.
Buyer's obligation to purchase is contingent upon Buyer obtaining a firm written commitment for financing on terms acceptable to Buyer, within 45 days of execution. If Buyer is unable to obtain satisfactory financing within this period, Buyer shall notify Seller in writing, and the Earnest Money shall be returned to Buyer.
Seller shall deliver to Buyer, within 10 business days of execution, a current commitment for an ALTA owner's title insurance policy in the amount of the Purchase Price, from a title company reasonably acceptable to Buyer, together with copies of all exceptions. Seller shall also provide Buyer with a copy of the most recent survey of the Property. Buyer shall have 15 business days to review title and survey matters and to object to any matter that renders title unmarketable or that would materially interfere with Buyer's intended use. Seller shall have 15 business days after receipt of Buyer's objections to cure or elect not to cure. If Seller fails or elects not to cure any material objection, Buyer may terminate this Agreement and receive a return of the Earnest Money.
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Seller represents that a true, complete, and current rent roll, together with copies of all tenant leases and amendments, has been (or will be) delivered to Buyer within 5 business days. As a condition to closing, Seller shall obtain and deliver to Buyer tenant estoppel certificates from tenants occupying a minimum of 75% of the rentable area of the Property (or 100% of major anchor tenants), in form and substance reasonably satisfactory to Buyer, confirming the status of each lease, the amount of rent, and the absence of known defaults. Seller shall also deliver SNDA agreements from tenants if required by Buyer's lender.
The following items shall be prorated as of the closing date: (a) base and additional rents; (b) real estate taxes (based on most recent tax bill); (c) operating expenses under service contracts assumed by Buyer; (d) utility deposits; and (e) security deposits (which shall be assigned and transferred to Buyer at closing). Seller shall retain all security deposits currently held and deliver them to Buyer, together with an accounting, at closing.
Seller represents and warrants that: (a) Seller has the full right, power, and authority to sell the Property; (b) there are no pending or threatened condemnation proceedings or litigation affecting the Property; (c) Seller has not received any written notice of zoning violations, code violations, or environmental violations; (d) all leases disclosed to Buyer are true, correct, and complete copies; and (e) all utilities and building systems are in working order. The representations herein survive closing for a period of 12 months.
Closing shall occur on or before ______________. At closing: Seller shall deliver a deed conveying marketable title; both parties shall execute all required closing documents; real estate transfer taxes (if any) shall be paid by Seller unless otherwise required by applicable law; escrow fees shall be split equally; and each party shall pay its own legal fees. Closing shall be conducted through the escrow holder.
This Agreement shall be governed by and construed in accordance with the laws of the State of ______________, without regard to its conflict-of-laws principles.