Offer to Purchase Commercial Real Estate

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					This Offer to Purchase Commercial Real Estate sets forth numerous standard terms in
the offer to purchase commercial real estate. It also contains customizable options and
comments to ensure the parties set forth important terms applicable to the specific deal
they wish to create. 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 is best utilized by potential purchasers of commercial real
estate, their agents and/or attorneys.
                   OFFER TO PURCHASE COMMERCIAL REAL ESTATE

1. We, ______________ [Instruction: Insert Buyer’s name. If Buyer is a corporate entity,
   also include the jurisdiction in which it was formed and type of entity.] (the “Buyer”)
   having an address of __________, [Instruction: Insert Buyer’s address.] offer to purchase
   from _______ [Instruction: Insert Seller’s name. If Seller is a corporate entity, also
   include the jurisdiction in which it was formed and type of entity, if known.] (the
   “Seller”) having an address of __________________ [Instruction: Insert Seller’s address.]
   the following described property with a municipal address of _____ [Instruction: Insert
   property address.]; as further depicted or described on




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    Exhibit A attached hereto [Instruction: Attach legal description at




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    Exhibit A.], with all improvements permanently installed and affixed thereto (the
    “Property”), subject to the terms and conditions set forth below.

2. The “Purchase Price” shall be $_____ [Instruction: Insert purchase price.], payable by
   Buyer in full at Closing (including the Deposit, if any, described herein). Closing of the
   purchase contemplated by this Offer (the “Closing”) shall take place no later than _________
   days from the date of execution of this Offer by both parties (the “Effective Date”). Time is
   of the essence with respect to the obligations of the parties to this Offer. [Comment: Parties
   may wish to revise the language in this section to reflect an on or about date for closing,
   which provides further flexibility, rather than the stricter “no later than” language,
   coupled with the time of the essence clause. Parties may also wish to insert any
   financing contingencies here.]

3. Risk of loss shall remain with Seller until Closing, and Seller shall continue to maintain the
   Property in its condition as of the Effective Date, through Closing, and shall continue to
   maintain general liability and hazard insurance coverage on the Property through Closing. In
   the event of casualty at the Property, or if Seller receives notice of proposed condemnation
   proceedings with respect to the Property, Seller shall notify Buyer immediately of same and
   Buyer shall have the option of terminating this Offer, or proceeding towards Closing and
   taking an assignment of insurance proceeds or condemnation award up to the amount of the
   Purchase Price.

4. Buyer and Seller recognize that the Agent involved in this sale is relying on all information
   provided herein or supplied by the Seller or his sources in connection with the
   Property and agree to indemnify and hold harmless the Agent and his employers from any
   claims, demands, damages, suits, liabilities, cost and expense (including reasonable
   attorney’s fees) arising out of any hidden or latent defects concerning the Property,
   misrepresentation or concealment of facts by the Seller or his sources. The obligations of
   Buyer and Seller under this Section shall survive the Closing.

5. Seller shall convey to Buyer marketable title to the Property by deed of general warranty/
   special warranty (the “Deed”) [Instruction: Choose type of deed to be issued, delete
   inapplicable.], with the usual covenants such as any reputable title company will insure,
   unencumbered, except by easements of record, restrictive covenants of record as to use and
   improvement of the Property, and except applicable regulations imposed by the planning and
   zoning commission. Should title prove defective and such cannot be remedied, Seller shall
   pay all title examination costs. In such instance, Buyer shall have the option of terminating
   this Offer, or proceeding towards Closing, taking title subject to all such title defects, with no
   further liability imposed upon Seller for same.

6. The obligations of Buyer under this Offer shall be subject to the following contingencies:
   _____ [Instruction: Insert any contingencies.]
   Buyer's Initials:______ Seller's Initials:__________

7. At Closing, all leases, if any, affecting the Property shall be assigned to Buyer, all advance
   rental collections, if any, and taxes due and payable in the calendar/fiscal year of



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    Closing shall be prorated, and all security deposits shall be transferred to Buyer. Seller shall
    be responsible for execution and delivery of the Deed, and payment of Seller's attorney's
    fees, any transfer tax, preparation and recording costs of the Deed. Buyer shall be responsible
    for Buyer's attorney's fees, any costs and fees associated with Buyer's financing, and any
    costs associated with Buyer's due diligence relating to the Property. [Comment: Parties
    may vary the party responsible for any of the above fees, taxes, etc.]

8. As evidence of good faith securing this Offer, a “Deposit” of $____________ [Instruction:
   Insert Deposit amount.] shall be made by Buyer upon Seller’s acceptance of this Offer, to
   be held in escrow by the Agent and to be applied to the Purchase Price at Closing, or
   refunded to Buyer if Buyer terminates this Offer as a result of Buyer's failure to satisfy the
   contingencies set forth herein. The Deposit shall only be removed from the Agent’s escrow
   account in accordance with the terms of this Offer, by written agreement of the parties, by
   court order, or as otherwise provided by applicable law. If Buyer fails to perform Buyer’s
   obligations hereunder, Seller may/shall accept the Deposit as liquidated damages, and both
   parties shall sign a document releasing each other from all obligations and liabilities under
   this Offer. If the Seller fails to perform Seller's obligations hereunder, Buyer may pursue any
   available remedy at law or in equity. [Comment: This paragraph may be revised if
   necessary according to applicable statute or local custom, to have Seller’s attorney hold
   the deposit. If so, include applicable attorney information, and attorney escrow terms,
   if other than as stated herein. Also, depending on jurisdiction, parties may revise to
   state retention of the Deposit shall not be considered liquidated damages, and in such
   instance, should use language customarily used in the jurisdiction to describe such
   retention. Lastly, in certain commercial transactions, the Deposit is structured into
   several payments. If same is the case in this transaction, this paragraph may be revised
   to reflect the true terms of the agreement between the parties.]

9. Possession of the Property shall be delivered to the Buyer at Closing.

10. In the event either Seller or Purchaser is participating in a like kind exchange of real property
    under Section 1031 of the Internal Revenue Code, the other party shall, at no cost to such
    party, reasonably cooperate in connection with the exchange.

11. Seller agrees to indemnify Buyer against and hold Buyer harmless from any loss, damage or
    liability incurred by Buyer and arising hereunder, as a result of Seller's negligence or willful
    misconduct. Buyer agrees to indemnify Seller against and hold Seller harmless from any
    loss, damage or liability incurred by Seller and arising hereunder, as a result of Buyer's
    negligence or willful misconduct.

12. Seller shall pay to the above Agent a real estate fee as set forth in a separate agreement
    executed by such parties. All parties herein acknowledge that Agent represents the interest
    of the Seller only. The commission is earned upon acceptance of this Offer, but subject to
    any contingencies specified herein. If transfer of title is not completed because of failure of
    Buyer or Seller to perform their respective obligations hereunder, the defaulting party, in
    addition to all other remedies provided herein or by law, shall pay the commission provided




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    above and reasonable attorney's fees incurred by the non-defaulting party.

13. Any notice required hereunder, shall be hand delivered or delivered by certified mail or by
    nationally recognized overnight delivery service, to the respective addresses for Buyer and/or
    Seller (as applicable) set forth in 2 above.

14. All terms and provisions of this Offer shall be held in confidence by the Seller and Buyer,
    and neither Seller nor Buyer shall disclose the terms hereof to any third party except for the
    officers, agents and employees of Seller and Buyer and their respective attorneys and
    accountants and their officers, agents and employees. In the event of any default or failure to
    perform the respective obligations hereunder, or in the event this transaction does not close,
    the parties agree all materials pertaining to this transaction will be destroyed and such non-
    disclosure shall continue.

15. We have read the entire content of this Offer and acknowledge receipt of same. We are not
    relying on verbal statements not contained herein. The Buyer further certifies that Buyer has
    examined the Property and that Buyer is thoroughly acquainted with its condition and accepts
    it as such. [Comment: If additional due diligence is going to be a contingency, for
    example, environmental studies, such contingencies should be included here.]

16. The parties agree to resolve any disputes arising under this agreement first through mediation
    and, if unsuccessful, through arbitration taking place in the state of _____ [Instruction:
    Insert state.]. Any disputes within the jurisdiction of the small claims court will be handled
    by that court.

17. This document or any subsequent amendment thereto may be executed by facsimile and/or in
    one or more counterparts, each of which when so executed and delivered shall be deemed an
    original, but all of which taken together shall constitute but one and the same original. Each
    party shall accept any such signed faxed counterpart as full execution of this document or
    any subsequent amendment thereto.

18. Buyer represents that the individual executing this document on behalf of Buyer has the full
    right and authority to execute such document pursuant to applicable corporate documents and
    necessary resolutions. Buyer further represents that the corporation has duly resolved and
    authorized this contract to be signed and the expenditure of funds or the application for a loan
    necessary to purchase this property as set forth herein. Seller shall have the right, at any and
    all times, to request copies of any such documents authorizing such person to enter into this
    Offer or otherwise and to sign documents on behalf of the Buyer.

19. This Offer shall be construed under the laws of the State of ____. [Instruction: Insert state.]

    This offer is hereby submitted _____. Unless accepted by Seller as of _____, at ___, it shall
    become null and void, and the terms hereof shall remain confidential as between the parties.
    [Instruction: Insert applicable submission terms.]

    ___________



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    Buyer

    This offer is hereby accepted this ___ day of ___, 20__ at ___. [Instruction: Insert
    applicable acceptance terms.]

    ____________
    Seller




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                                                 Exhibit A
                                              Legal Description




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Description: This Offer to Purchase Commercial Real Estate sets forth numerous standard terms in the offer to purchase commercial real estate. It also contains customizable options and comments to ensure the parties set forth important terms applicable to the specific deal they wish to create. 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 is best utilized by potential purchasers of commercial real estate, their agents and/or attorneys.