PURCHASE AGREEMENT 12125: PURCHASE AGREEMENT FOR LARGE SINGLE USER TENANT TO ACQUIRE THE BUILDING IT OCCUPIES LOCATED ON A GROUND LEASED PARCEL $99.95
PURCHASE AND SALE AGREEMENT
This Agreement of Purchase and Sale (“Agreement”) is made as of ________________________ (“Effective Date”) between COMMERCIAL PROPERTY LANDLORD, INC., a __________________ corporation (“Seller”), and FORMER TENANT PURCHASER, INC., a _________________ corporation (“Purchaser”).
Subject to the terms and conditions of this Agreement, Seller will sell to Purchaser, and Purchaser will purchase from Seller the Property (as defined below), including an approximately ___________ rentable square foot office building located at _____________________ (the “Building”). The land underlying the Building is not owned by Seller and is subject to that certain Ground Lease dated _______________________ (the “Ground Lease”), between the Seller, as lessee, and the GROUND LEASE LANDLORD, as ground lessor (“Ground Lessor”).
ARTICLE 1. PROPERTY/PURCHASE PRICE
1.1. Property. Subject to the terms and conditions of this Agreement, Seller agrees to sell to Purchaser, and Purchaser agrees to purchase from Seller, the following property (collectively, the “Property”):
(a) The Building;
(b) Seller’s leasehold interest in the land described in Exhibit A attached hereto (the “Land”), subject to the terms and conditions of the Ground Lease, and all other right, title and interest of Seller in and to (i) all and singular the rights, benefits, privileges, easements, tenements, hereditaments, and appurtenances thereon or in anyway appertaining to such Land; and (ii) all strips and gores and any land lying in the bed of any street, road or alley, open or proposed, adjoining such Land;
(c) All right, title and interest of Seller, if any, in and to all improvements and fixtures located on the Land (the “Improvements”). The Building, Land and Improvements are collectively referred to herein as the “Real Property; and
(d) The “Intangible Property,” being all, right, title and interest of Seller, if any, in and to: (i) all intangible personal property now or hereafter used exclusively in connection with the operation, ownership, maintenance, management, or occupancy of the Real Property (to the extent assignable); (ii) the plans and specifications for the Improvements (to the extent assignable); (iii) warranties, indemnities, applications, permits, approvals and licenses (to the extent applicable in any way to the above referenced Real Property or the Tangible Personal Property and assignable); and (iv) insurance proceeds and condemnation awards or claims thereto to the extent provided be assigned to Purchaser hereunder.
1.2. Purchase Price. The total purchase price to be paid to Seller by Purchaser for the Property shall be _________________ DOLLARS ($_________) (the “Purchase Price”). The Purchase Price, as adjusted for prorations, deposits and other adjustments as provided herein, shall be paid to Escrow Agent by wire transfer of immediately available funds or in cash.
1.3. Deposit of Earnest Money. Within two (2) business days (in this Agreement, a business day shall mean any day of the year other than any Saturday or Sunday or any other day on which banks located in ______________ generally are closed for business) after the Effective Date, Purchaser shall deposit __________________ ($_______) in cash (such amount, including any interest earned thereon, the “Earnest Money”) with the Escrow Agent (as defined below). The Escrow Agent shall hold and disburse the Earnest Money in accordance with the escrow provisions in Exhibit B. The Earnest Money shall be non-refundable, except as otherwise provided herein. Seller shall not deliver any instruction to the Escrow Agent calling for disbursement of the Earnest Money to Seller except following the occurrence of Purchaser’s default hereunder and the expiration of any applicable cure period or as otherwise expressly provided in this Agreement, and Seller further agrees to provide Purchaser with a copy of such instruction concurrently with the delivery thereof to the Escrow Agent. Provided such supplemental escrow instructions are not in conflict with this Agreement as it may be amended in writing from time to time, Seller and Purchaser agree to execute such supplemental escrow instructions as may be appropriate to enable Escrow Agent to comply with the terms of this Agreement
1.4. Title Company and Escrow Agent. The “Escrow Agent” and “Title Company” are: ____________________.
1.5. Closing Date. The “Closing Date” shall mean ____________.
ARTICLE 2. GROUND LEASE, OFFICE LEASE, OPERATIONS AND RISK OF LOSS
2.1. Ground Lease.
(a) Estoppel and Consent. Seller shall use commercially reasonable efforts to obtain an estoppel certificate from Ground Lessor under the Ground Lease, which contains among other things, Ground Lessor’s consent to the transfer of Seller’s leasehold interest in the Land and Improvements to Purchaser, in the form of Exhibit C (“Ground Lessor’s Consent”). Ground Lessor’s Consent shall be delivered to Ground Lessor no later than one (1) business day after the Effective Date and Seller shall apply commercially reasonable efforts to obtain the same, duly executed by Ground Lessor. In the event that Ground Lessor’s Consent is not obtained at least five (5) business days before the Closing Date, Seller may unilaterally extend the Closing Date one (1) time by up to thirty (30) days;
(b) Transfer Costs. Purchaser shall pay, if any, all: (i) transfer fees and other fees, costs and expenses charged by Ground Lessor in connection with the assignment of the Ground Lease, and (ii) recording costs and expenses relating to the recordation of the amendment to the Ground Lease. Each party shall pay the fees charged by its attorneys in connection with the assignment of the Ground Lease;
(c) Cooperation. The parties shall cooperate in good faith and with reasonable diligence to secure Ground Lessor’s Consent prior to the Closing Date.
2.2. Office Lease. Upon the Closing, the Lease Agreement between the parties hereto dated as of _______________ (the “Office Lease”) shall terminate (the “Office Lease Termination”) and the $________ security deposit tendered by Purchaser under the Office Lease (less the amount of any unpaid monetary obligations of Purchaser as the Tenant under the Office Lease which accrued prior to the Closing, including any outstanding rent, at the Closing) shall be credited to Purchaser against the Purchase Price at the Closing.
2.3. Ongoing Operations. From the Effective Date until the Closing:
(a) Maintenance of Insurance. Seller shall continue to carry its existing insurance through the Closing Date, and shall not allow any breach, default, termination or cancellation of such insurance policies or agreements to occur or exist.
(b) New Contracts. Without Purchaser’s prior written consent in each instance, Seller will not enter into or amend, terminate, waive any default under, or grant concessions regarding any contract or agreement that will be an obligation affecting the Property or binding on Purchaser after the Closing.
(c) Leasing Arrangements. Seller will not enter into any lease, sublease of space or other occupancy agreements affecting the Real Property, and any and all amendments and supplements thereto, and any and all guaranties and security received by landlord in connection therewith without Purchaser’s prior written consent.
(d) Ground Lease. Seller covenants and agrees not to modify the Ground Lease and to comply with the terms of the Ground Lease to the extent such compliance is not the obligation of Purchaser under the Office Lease.
(e) Exclusive Negotiations. Seller shall: (i) remove the Property from the market, and (ii) not actively solicit or negotiate with any other prospective purchasers of the Property.
2.4. Damage. Upon the Effective Date, the full risk of loss with respect to the Property shall pass to Purchaser and shall remain with Purchaser after the Closing and delivery of the Deed (as defined below). Purchaser shall promptly give Seller written notice of any material damage to the Property, describing such damage, whether such damage is covered by insurance and the estimated cost of repairing such damage, provided that such damage known to Purchaser. For purposes of this Section2.4, “material” means damage in excess of $100,000. Seller shall transfer and assign any insurance proceeds or rights thereto to Purchaser at the Closing. This Agreement, and the parties’ obligations to purchase and sell the property, shall survive any such damage to the Property.
2.5. Condemnation. Seller shall promptly give Purchaser notice of any eminent domain proceedings that are contemplated, threatened or instituted with respect to the Property. Seller shall, at the Closing, assign to Purchaser its entire right, title and interest in and to any condemnation award, and Purchaser shall have the right during the pendency of this Agreement to negotiate and otherwise deal with the condemning authority in respect of such matter. This Agreement, and the parties’ obligations to purchase and sell the property, shall survive any such proceedings.
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