Purchase and Sale Agreement (Commercial Real Estate) (Pro-Purchaser Long Form)

by Practical Law Real Estate

A Standard Document that is a long form purchase and sale agreement for commercial real estate, drafted to be favorable to the purchaser. This jurisdictionally neutral template provides a robust framework for acquiring income-producing commercial property and can be adapted for use in various states. It includes extensive purchaser protections, such as a broad due diligence period with a termination right and a comprehensive financing contingency that conditions the closing on the purchaser securing acceptable loan terms. This Standard Document contains numerous pro-purchaser representations, warranties, and covenants from the seller covering the property's condition, legal compliance, title, and existing leases. The agreement also details the process for reviewing title and survey, objecting to title defects, and satisfying various conditions precedent to the purchaser's obligation to close. Additionally, it addresses remedies for seller default, including specific performance, and outlines provisions for the survival of seller representations and a post-closing holdback escrow to secure indemnification claims.