This Contract for the Sale of Business Property sets forth the essential terms of sale
between a purchaser and owner of real property. This document in its draft form
contains numerous of the standard clauses commonly used in these types of
agreements, as well as optional language to allow for customization to ensure the
specific terms of the parties’ agreement are addressed. This document should be used
by commercial property owners, purchasers of such property or their respective
attorneys, or persons or entities wishing to purchase such property.
CONTRACT OF SALE OF BUSINESS PROPERTY
This Contract of Sale of business property is made and effective as of this ___ day of __, 20__
[Instruction: Insert date.] by and between ____, [Instruction: Insert seller’s name.] a
corporation duly organized and existing under the laws of ___, [Instruction: Insert state.] with
its principal place of business located at _____, [Instruction: Insert Seller’s principal address.]
as seller (“Seller”) and ____, [Instruction: Insert Purchaser’s name.] a corporation duly
organized and existing under the laws of ____, [Instruction: Insert state.] with its principal
place of business located at ____, [Instruction: Insert Purchaser’s principal address.] as
purchaser (“Purchaser”). Any reference to Purchaser herein shall be deemed to include
Purchaser’s nominees and/or assignees, if any, as the case may be.
In consideration of the covenants and agreements of the parties, as set forth below, Seller agrees
to sell and convey to Purchaser, and Purchaser agrees to purchase and take from Seller the real
property known by the municipal address _____ [Instruction: Insert property address.] and
more particularly described as _____ [Instruction: Insert property legal address.] together
with all the improvements thereon and appurtenances thereto, and the articles of equipment and
personal property set forth on Schedule A, which is attached and deemed incorporated herein by
reference (collectively, the real and personal property and articles of equipment are defined
herein as the “Property”).
Transfer to Purchaser shall include all right, title and interest in and to the Property, and to all the
streets, roadways, alleyways 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 portion thereof.
1. The purchase price shall be $___, [Instruction: Insert purchase price.] Payable as follows:
[Instruction: Insert description of payment of purchase price, including any down
2. Conveyance of title to the Property shall be by ____ [Instruction: Insert type of deed.] by
Seller, together with any necessary resolutions of Seller authorizing such conveyance to
Purchaser or Purchaser’s nominees or assignees. Title to be conveyed shall be good and
marketable, subject only to the following: _____ [Instruction: Insert any acceptable title
exceptions including liens, encumbrances, restrictions, easements and other burdens.]
3. Property is presently occupied by ___ [Instruction: Insert number of tenants.] tenants
under month-to month tenancies, or leases, as set forth in Schedule B which is attached and
deemed incorporated herein by reference. Transfer of title and possession of the Property
shall be subject to such tenancies, but all right, title and interest of Seller in and to the
Property shall be transferred to Purchaser or its nominees or assignees at the time of
conveyance of title. Seller agrees to provide Purchaser with a true and complete copy of any
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and all such leases or written tenancy agreements within ten days of the date hereof.
[Comment: This length of time may be changed.] Seller warrants any and all rent rolls,
and income and expense data provided to Purchaser are true, complete and accurate.
4. Conveyance of title shall be made and the sale closed within ___ [Instruction: Insert
number of days.] days of the date of this agreement.
5. Title shall be evidenced by the issuance of a standard form title policy written by a title
company licensed to insure title within the jurisdiction, insuring title to the Property to
Purchaser, its nominees or assignees, subject only to the matters set forth in this agreement.
[Comment: Parties may also choose to revise this language to insert a specific title
company which must be used, or in the alternative state with further specificity the type
of title company which may be used.]
6. If examination of the title or survey shall reveal any defect other than those exceptions set
forth herein, Purchaser or its attorneys shall advise Seller of such defect within ten days of
the date of such title examination and Seller shall use reasonable efforts to remedy such