PURCHASE AGREEMENT 12109: PRO-BUYER PURCHASE AGREEMENT FOR LARGE MEDICAL OFFICE PARK $99.95
AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY
THIS AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS (“Agreement”) is dated as of _______________ by and between COMMERCIAL PROPERTY SELLER, LLC, a __________ limited liability company, (the “Seller”), and COMMERCIAL PROPERTY BUYER, LLC, a __________ limited liability company (the “Buyer”) with reference to the following facts:
A. Seller owns certain real property located in _________ County, _________, having an address of _______________________ and more specifically described in Exhibit A attached hereto (the “Land”), commonly known as ____________ Medical Office Park and such other assets, as the same are herein described.
B. Seller desires to sell to Buyer and Buyer desires to purchase from Seller the Land and the associated assets.
NOW, THEREFORE, in consideration of the mutual covenants, premises and agreements herein contained, the parties hereto do hereby agree as follows:
1. Purchase and Sale.
1.1. The purchase and sale includes, and at “Close of Escrow” (hereinafter defined in Section 6.2) Seller shall sell, transfer, grant and assign to Buyer, Seller’s entire right and interest in and to all of the following (hereinafter sometimes collectively, the “Property”):
1.1.1. The Land, together with all structures, buildings, improvements, machinery, fixtures, and equipment affixed or attached to the Land and all easements, development rights, rights of way, and other rights appurtenant to the Land (all of the foregoing being collectively referred to herein as the “Real Property”);
1.1.2. All leases (the “Leases”), including associated amendments, with all persons (“Tenants”) leasing the Real Property or any part thereof or hereafter entered into in accordance with the terms hereof prior to Close of Escrow, together with all security deposits, other deposits held in connection with the Leases, Lease guarantees and other similar credit enhancements providing additional security for such Leases;
1.1.3. All tangible and intangible personal property owned by Seller located on or used in connection with the Real Property, including, specifically, without limitation, equipment, furniture, tools and supplies, any website maintained by the Seller and all related intangibles including Seller’s interest in the name “___________ Medical Office Park” (the “Personal Property”);
1.1.4. All service contracts, agreements, warranties and guaranties relating to the operation, use or maintenance of the Property, which Buyer elects to assume (the “Contracts”); and
1.1.5. To the extent transferable, all building permits, certificates of occupancy and other certificates, permits, licenses and approvals relating to the Property (the “Permits”).
2. Purchase Price.
The total Purchase Price of the Property shall be ______________ Dollars ($_________) (“Purchase Price”), and payable as follows:
2.1. Deposit/Further Payments.
2.1.1. Within three (3) days following the date a fully executed original of this Agreement is delivered to the “Escrow Holder,” as such term is defined below (such delivery date hereinafter the “Effective Date”), Buyer shall deposit into Escrow (hereinafter defined) the amount of _______________ Dollars ($__________) (the “Initial Deposit”), in the form of a wire transfer payable to ___________ Title Insurance Company, _____________________ (“Escrow Holder”). Escrow Holder shall place the Initial Deposit into an interest bearing money market account at a bank or other financial institution reasonably satisfactory to Buyer, and interest thereon shall be credited to Buyer’s account and shall be deemed to be part of the Initial Deposit.
2.1.2. Within one (1) business day following the conclusion of the “Due Diligence Period” (hereinafter defined), and absent the termination of this Agreement pursuant to Paragraph 5.2, Buyer shall deliver to Escrow Holder the additional sum of ______________ Dollars ($_________), (the “Second Deposit” and together with the Initial Deposit, the “Deposit”).
2.1.3. On or before Close of Escrow, Buyer shall deposit with the Escrow Holder to be held in Escrow the balance of the Purchase Price, in immediately available funds by wire transfer made payable to Escrow Holder.
2.1.4. In the event that this Agreement is terminated by Buyer in accordance with its terms, the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either party hereto.
3. Title to Property.
3.1. Title Insurance.
Seller will, at Seller’s sole expense, cause ___________ Title Insurance Company (the “Title Company”) to issue an Extended Coverage ALTA Owner’s Policy of Title Insurance (the “Title Policy”) for and on behalf of Buyer in the total amount of the Purchase Price and obtainable at standard rates insuring good, marketable and insurable title in and to the Real Property. The Title Policy shall be free and clear of exceptions except as follows:
3.1.1. Real property taxes and assessments, which are a lien not yet due;
3.1.2. The “Permitted Exceptions” (hereinafter defined) included in such policy and approved by Buyer as herein described.
3.2. Procedure for Approval of Title.
Seller shall, no later than ten (10) days following the Effective Date (the “Delivery Date”), provide to Buyer a current title insurance commitment and/or preliminary title report for the Real Property, including legible copies of all items identified as exceptions therein (the “Title Documents”). Buyer shall have thirty (30) days following the later of (a) the Effective Date; and (b) the receipt of the later of the Title Documents and the Survey (hereinafter defined) to review and approve, in writing, the condition of the title to the Real Property (“Title Review Period”). If the Title Documents or the Survey reflect or disclose any defect, exception or other matter affecting the Real Property (“Title Defects”) that is unacceptable to Buyer, then Buyer shall provide Seller with written notice of Buyer’s objections no later than the conclusion of the Title Review Period; provided, however, if Buyer shall fail to notify Seller in writing within the Title Review Period either that the condition of title is acceptable or of any specific objections to the state of title to the Real Property, then Buyer shall be deemed to have accepted all exceptions to title or other conditions or matters which are shown on the Survey or described in the Title Documents. Seller may, at its sole option, elect, by written notice given to Buyer within three (3) days following the conclusion of the Title Review Period (“Seller’s Notice Period”), to cure or remove the objections made or deemed to have been made by Buyer; provided, however, Seller shall in all events have the obligation to (i) act in good faith in making such election and curing any Title Defects that Seller elects to cure, and (ii) specifically remove any consensual monetary encumbrances affecting the Real Property. The failure of Seller to deliver written notice electing to cure any or all such objected to exceptions during the Seller’s Notice Period shall be deemed an election by Seller not to cure such exceptions. Should Seller elect to attempt to cure or remove any objection, Seller shall have fifteen (15) days from the conclusion of the Title Review Period (“Cure Period”) in which to accomplish the cure. In the event Seller elects (or is deemed to have elected) not to cure or remove any objection, then Buyer shall be entitled, as Buyer’s sole and exclusive remedies, either to (i) terminate this Agreement and obtain a refund of the Deposit or (ii) waive any objections that Seller has not elected to cure and close this transaction as otherwise contemplated herein. The failure of Buyer to provide written notice to Seller within ten (10) days following the expiration of the Seller’s Notice Period waiving any objections Seller has not elected to cure shall be deemed an election by Buyer to terminate this Agreement. Any exceptions to title accepted by Buyer pursuant to the terms of this paragraph shall be deemed “Permitted Exceptions .”If the Title Review Period, as extended by the notice and cure periods provided above, extends beyond the Due Diligence Period, the Due Diligence Period shall automatically be extended to coincide with the Title Review Period, as extended by the notice and cure periods provided above, and the Close of Escrow shall be extended accordingly.
4. Due Diligence Items.
4.1. Seller shall, on or before the Delivery Date, deliver to Buyer each of the following (collectively, the “Due Diligence Items”):
4.1.1. Order an ALTA survey of the Real Property dated no earlier than thirty (30) days prior to the Effective Date, and deliver any existing surveys or plats of the Property (the “Survey”);
4.1.2. Copies of all Leases presently in effect with respect to the Real Property, together with any amendments or modifications thereof;
4.1.3. A “rent roll” with respect to the Real Property for the calendar month immediately preceding the Effective Date, showing with respect to each Tenant of the Real Property: (1) the name of the Tenant, (2) the number of rentable square feet in Tenant’s premises as set forth in Tenant’s Lease, (3) the current monthly base rental payable by such Tenant, (4) the term of the Lease, (5) any available options for the Tenant under the Lease; and (6) the amount of any security deposit;
4.1.4. A “rent roll” relating to prior years current as of ____________________ year to date;
4.1.5. An aging report showing, with respect to each Tenant of the Real Property, the date through which such Tenant has paid rent and a Tenant by Tenant monthly aging report for the preceding 24 months;
4.1.6. A list of all contracts, including service contracts, warranties, management, maintenance, leasing commission or other agreements affecting the Real Property, if any, together with copies of the same;
4.1.7. All site plans, leasing plans, as-built plans, drawings, environmental, mechanical, electrical, structural, soils and similar reports and/or audits and plans and specifications relative to the Real Property in the possession of Seller or under the control of Seller, if any;
4.1.8. True and correct copies of the real estate and personal property tax statements covering the Property or any part thereof for each of the two (2) years prior to the current year and, if available, for the current year;
4.1.9. Operating statements for the Real Property for the two prior calendar years and the current year to date, or if shorter, for any periods during which Seller was owner of the Real Property;
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