Contract of Sale of Commercial Building with Seller
Financing Secured by Mortgage and Security Agreement
Agreement made on the (date), between (Name of Purchaser) of (street address, city,
state, zip code), referred to herein as Purchaser, and (Name of Seller), of (street
address, city, state, zip code), referred to herein as Seller.
For and in consideration of the mutual covenants contained in this Agreement, and
other good and valuable consideration, the parties agree as follows:
1. Purchaser agrees to purchase at a price of $___________, on the terms set forth
in this Agreement, the following-described real estate (the Real Estate), located at
(street address, city, state, zip code), and more particularly described in Exhibit A
attached hereto and made a part hereof, together with the personal property (the
Personal Property), described in Exhibit B attached hereto and made a part hereof.
2. Seller agrees to sell the described Real Estate and Personal Property at the price
and terms set forth in this Agreement, and to convey or cause to be conveyed to
Purchaser title to the Real Estate and Personal Property by a recordable general
warranty deed, with a proper Bill of Sale, subject only to:
A. Covenants, conditions, and restrictions of record;
B. Private, public, and utility easements and roads and highways;
C. Party wall rights and Agreements;
D. Existing leases and tenancies (as listed in Exhibit C, which is attached
and incorporated by reference);
E. Special taxes or assessments for improvements not yet completed;
F. Installments not due at the date of this Agreement of any special tax or
assessment for improvements previously completed;
G. The Deed of Trust specified below;
H. General taxes for the year (year) and subsequent years; and
I. (List other title Exceptions).
3. Purchaser has paid $(__________) earnest money to be applied on the
purchase price, and agrees to pay or satisfy the balance of the purchase price, plus or
minus pro-rations, at the time of closing as follows:
A. The payment of $ __________________ at closing.
B. The balance payable as follows: $_____________, to be evidenced
by the Promissory Note of Purchaser, providing for full prepayment privileges
without penalty, which shall be secured by a deed of trust, the latter instrument
and the note to be in the form attached as Exhibit D to this Agreement, and by a
Security Agreement (as to which Purchaser shall execute or cause to be
executed such financing statements as may be required under the (Name of
State) Uniform Commercial Code to make the lien created under them effective,
and an Assignment of Rents. The Security Agreement and Assignment of Rents
shall be the forms attached to this Agreement as Exhibits E and F which are
incorporated by this reference. Purchaser shall also furnish to seller an American
Land Title Association loan policy insuring the Deed of Trust issued by (Name of
Title Insurance Company).
C. The acceptance of the title to the Real Estate by Purchaser subject to a
Deed of Trust of record securing a principal indebtedness, which Purchaser
agrees to assume, aggregating $______________, and bearing interest at the
rate of _______% a year.
4. Seller, at Seller's own expense, agrees to furnish Purchaser with a current plat of
survey of the above Real Estate made, and so certified by the surveyor as having been
made, in compliance with the (Name of State) and land survey standards.
5. The date and time of the closing shall be on (date), at (time), or at such other
date and time as shall be mutually agreed to by the parties, at the office of (name of
closing attorney) or of the mortgage lender, if any, provided title is shown to be good or
is accepted by Purchaser.
6. The earnest money shall be held by (name of closing attorney) for the mutual
benefit of the parties.
7. Seller warrants that seller, its beneficiaries or agents of seller or of its
beneficiaries have received no notices from any city, village, or other governmental
authority of zoning, building, fire, or health code violations in respect to the Real Estate
that have not been corrected.
8. A duplicate original of this Agreement, executed by seller, shall be delivered to
Purchaser within (number) days from the date of this Agreement. Otherwise, at
Purchaser's option, this Agreement shall become null and void and the earnest money
shall be refunded to Purchaser.
9. This Agreement is subject to the following additional conditions and stipulations:
A. Seller shall deliver or cause to be delivered to Purchaser or Purchaser's
agent, not less than (number) days prior to the time of closing, the plat of survey
and a title commitment for an owner's title insurance policy issued by (Name of
Title Insurance Company) in the amount of the purchase price, covering title to
the Real Estate on or after the date of this Agreement, showing title in the
intended grantor subject only to (i) the general exceptions contained in the policy,
(ii) the title exceptions set forth above, and (iii) title exceptions pertaining to liens
or encumbrances of a definite or ascertainable amount that may be removed by
the payment of money at the time of closing and which the seller may so remove
at that time by using the funds to be paid on the delivery of the deed (all of which
are referred to in this Agreement as the permitted exceptions). The title
commitment shall be conclusive evidence of good title as in this Agreement is
shown as to all matters insured by the policy, subject only to the exceptions as
stated in it. Seller shall also furnish Purchaser an affidavit of title in customary
form covering the date of closing and showing title in seller subject only to the
permitted exceptions in foregoing items (ii) and (iii) and unpermitted exceptions
or defects in the title disclosed by the survey, if any, as to which the title insurer
commits to extend insurance in the manner specified in Paragraph B below.
B. If the title commitment or plat of survey discloses either unpermitted
exceptions or survey matters that render the title unmarketable (i.e., survey
defects), seller shall have (number) days from the date of its delivery to have the