Purchase and Sale Agreement (Commercial Real Estate) (Pro-Seller Short Form)

by Practical Law Real Estate

Abstract: A Standard Document that provides a short form purchase and sale agreement for commercial real estate, drafted to be favorable to the seller. This jurisdictionally neutral template can be adapted for use in various states and includes robust, seller-favorable terms. Key provisions address the conveyance of commercial property on an "as-is, where-is" basis, which limits the seller's representations and warranties regarding the property's condition. This Standard Document outlines the purchase price, deposit requirements held by an escrow agent, and a closing process without a financing contingency. It also covers title matters, including permitted exceptions and the seller's limited obligations to cure title defects. The agreement details each party's closing deliverables, the apportionment of costs like taxes and rents, and specifies remedies for default, establishing liquidated damages for a purchaser default and restricting the purchaser's recourse. This framework helps sellers streamline the transaction and mitigate potential post-closing liabilities. The first drafting note of this Standard Document contains a link to a comparison redline showing changes between a purchase and sale agreement favoring the purchaser and this pro-seller version. The redline is a useful tool for both parties during negotiations.