LOSS REALTY GROUP COMMERCIAL REAL ESTATE PURCHASE AGREEMENT AND DEPOSIT RECEIPT This Real Estate Purchase Agreement and Deposit Receipt ( Agreement ) is made between: a(n), having an address of ( Buyer ), and a(n), having an address of ( Seller ), as of the date of the last of Buyer s or Seller s signature to this Agreement ( Acceptance Date ). LOSS REALTY GROUP, INC., an Ohio Corporation, having an address of: 6060 RENAISSANCE PLACE, SUITE A, TOLEDO, OHIO 43623 ( Broker ), is a signatory to this Agreement only to acknowledge receipt of a deposit in its capacity as Real Estate Broker. ARTICLE 1: PURCHASE AND SALE Section 1: Property. Buyer shall purchase from Seller and Seller shall sell to Buyer the real estate located at:, together with all easements, rights-of-way, licenses, privileges, and any right, title, and interest of Seller in land lying within any adjoining street, alley, or roadway, or any adjoining strips and gores ( Property ). The Property is also described as:. If the property is improved, the Property shall include all buildings, improvements, fixtures, and appurtenances, and the following personal property: Section 2: Purchase Price. Buyer shall pay to Seller $ as the purchase price for the Property ( Purchase Price ), as follows: (1) On or before the Acceptance Date, Buyer shall deliver to Broker a check or money order for $ ( Dollars) in immediately available funds, as an earnest money deposit ( Deposit ) to be credited toward the Purchase Price at Closing (as hereinafter defined).
Page 2 of 7 (2) Buyer shall pay to Seller at Closing the sum of $ ( Dollars) in immediately available funds, subject to the credits, prorations, and adjustments under this Agreement. If any part of the Purchase Price is to be financed by a commercial loan, Buyer shall make application for the financing within five (5) business days after the Acceptance Date, and shall thereafter proceed in good faith and use best efforts to obtain approval of a financing commitment. Section 3: Brokers. Seller warrants that it has not engaged or consulted with any real estate broker or agent regarding the Property except for Broker. Buyer warrants that it has not engaged or consulted with any real estate broker or agent regarding the Property except for Broker. Seller and Buyer shall indemnify and hold each other harmless from and against any commission claimed by or payable as a result of their respective actions to any real estate agent or broker except Broker. Seller shall pay at Closing any commission which Seller has agreed to pay to Broker ( Commission ). Buyer shall not be obligated to pay any portion of the Commission. Seller and Buyer each acknowledge having executed and received a copy of an Agency Disclosure Statement from Broker. Section 4: Offer and Acceptance. Upon execution of this Agreement by Buyer and delivery to Seller, this Agreement shall constitute an offer by Buyer to purchase the Property that will terminate at 5:00 p.m. on. Prior to its termination by reason of the lapse of time or otherwise, this offer may be accepted by Seller delivering an executed and unaltered copy to Buyer or to Broker. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one document. ARTICLE 2: DEPOSIT AND DEFAULT Section 1: No Agreement. If Seller does not accept Buyer s offer to purchase the Property pursuant to this Agreement, Broker shall promptly return to Buyer any Deposit check or money order which Broker received from Buyer. Section 2: Receipt. Upon Seller s acceptance of Buyer s offer and Broker s receipt of a fullyexecuted copy of this Agreement, Broker shall deposit and hold the Deposit funds in Broker s Trust Account until disbursement in accordance with this Agreement. Section 3: Default. If either Buyer or Seller defaults in the performance of any of their respective obligations under this Agreement, the non-defaulting party may exercise all remedies available at law or in equity. If this Agreement is terminated by Seller upon Buyer s default or pursuant to a termination right of Seller under this Agreement, Buyer shall forfeit the full amount of the Deposit to Seller, not as liquidated damages, but to apply toward damages suffered by Seller as a result of Buyer s default. If this Agreement is terminated by Buyer upon Seller s default or pursuant to a termination right of Buyer under this Agreement, Buyer shall be entitled to the return of the full amount of the Deposit. Section 4: Disbursement on Termination. If Buyer or Seller terminates this Agreement, the terminating party shall deliver written notice of termination to Broker and to the other party. Upon receipt of the termination notice, Broker may deliver to each party written notice ( Deposit Notice ) of Broker s intent to disburse the Deposit in accordance with the terms of this Agreement. If neither Buyer nor Seller delivers a written objection ( Disbursement Objection ) to Broker within ten (10) days of receipt of the Deposit Notice, Broker may disburse the Deposit according to the Deposit Notice. If either Buyer or Seller delivers to Broker a timely Disbursement Objection, Broker may retain the Deposit until (1) Broker receives written instructions mutually agreed to by Buyer and Seller, or (2) a court or arbitrator having jurisdiction orders disbursement of the Deposit.
Page 3 of 7 Section 5: Dispute Resolution. If any dispute between Buyer and Seller regarding the Deposit is not resolved within thirty (30) days of the date of Broker s Deposit Notice, Broker may deliver the Deposit with pleadings for an interpleader or other appropriate action to a court of competent jurisdiction. Upon filing of the action, Broker shall be discharged from any and all further obligations to Seller and Buyer with respect to the Deposit. ARTICLE 3: DUE DILIGENCE Section 1: Due Diligence. During the period of days after the Acceptance Date ( Due Diligence Period ), Buyer shall examine the title and condition of the Property as provided in this Article. The date of the last day of the Due Diligence Period, as it may be extended by written agreement of Buyer and Seller, is referred to as the Approval Date in this Agreement. Section 2: Performance Dates. Any title evidence, surveys, access to the Property, or other items that Seller is to provide or deliver under this Article shall be provided or delivered to Buyer within days after the Acceptance Date. Any tests, surveys, environmental audits, or other investigation of the Property that Buyer elects to perform or obtain under this Article shall be performed or obtained within days after the Acceptance Date. Section 3: Objection and Cure. Buyer shall promptly notify Seller in writing of any Property condition or title matters which Buyer determines during the Due Diligence Period that it will require Seller to cure before Closing. Seller shall use its best efforts to promptly cure any objections made by Buyer during the Due Diligence Period. Section 4: Independent Investigation. Buyer acknowledges that it shall rely on its independent investigation to determine the condition of the Property, and shall not rely solely on any representation of Broker or Seller as to the character, condition, or value of the Property. During the Due Diligence Period, Seller shall give Buyer and Buyer s agents reasonable access to the Property to inspect the Property and conduct tests. Buyer acknowledges that Buyer is purchasing the Property As Is and without warranty by Seller. Section 5: Inspections. Buyer may, at Buyer s option and expense, (1) conduct engineering feasibility studies and soil boring tests at the Property, (2) confirm that zoning is appropriate and utility and drainage services are sufficient for Buyer s intended use of the Property, and (3) conduct such other tests or inspections as Buyer reasonably deems necessary to determine the condition of the Property and its suitability for Buyer s intended use. Section 6: Evidence of Title. Seller shall deliver to Buyer evidence of title in the form of a commitment ( Commitment ) for the issuance to Buyer of an owner s title insurance policy ( Title Policy ) by a title company acceptable to Seller and Buyer ( Title Company ) in the amount of the Purchase Price. The Commitment shall show that Seller can convey the Property free and clear from all liens and encumbrances except for (1) easements, agreements, and restrictions of record that would not unreasonably interfere with Buyer s intended use of the Property, (2) real estate taxes and installments of assessments not yet due and payable, (3) zoning ordinances, and (4) liens or encumbrances to be cancelled or released by Seller at Closing. Items (2) and (3) and those easements, agreements, and restrictions of record acceptable to Buyer are collectively referred to as the Permitted Exceptions in this Agreement. Section 7: Survey. Buyer may, at Buyer s option, obtain a survey of the Property ( Survey ) certified to Buyer and the Title Company, and prepared by a licensed engineer or surveyor acceptable to Buyer and the Title Company. Buyer may require that the Survey include a certification that it meets Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys. Seller shall deliver to Buyer copies of any surveys related to the Property that are in Seller s possession.
Page 4 of 7 Section 8: Environmental Audit. Buyer may, at Buyer s option, obtain a report of an environmental audit of the Property ( Environmental Audit ) prepared by a registered engineer acceptable to Buyer and Buyer s lender, if any. The Environmental Audit shall include such matters as are customarily included in a Phase I environmental audit including, but not limited to, the testing of any underground storage tanks on the Property. Section 9: Allocation of Costs. The cost of the Title Policy, and of any Survey or Environmental Audit performed by or for Buyer during the Due Diligence Period, shall be allocated as follows: (1) Title Policy: (2) Survey: (3) Environmental Audit: ARTICLE 4: CONTINGENCIES Section 1: Initial Contingencies. Buyer s obligations under this Agreement are subject to the satisfaction of the following conditions ( Initial Contingencies ): (1) Buyer shall have received and approved the Commitment, and shall have approved any Survey, Environmental Audit, or other inspections and tests of the Property that Buyer elects to perform or obtain during the Due Diligence Period; (2) Buyer shall have obtained a commitment for financing its purchase of the Property upon terms and conditions reasonably satisfactory to Buyer; and (3). Buyer shall deliver to Seller within three (3) business days after the Approval Date (as such date may be extended by written agreement of Buyer and Seller) a written notice (1) confirming that all Initial Contingencies have been satisfied or waived, or that Buyer and Seller have entered into a written agreement for the resolution prior to the Closing Date (as hereinafter defined) of any unsatisfied Initial Contingencies, or (2) cancelling and terminating this Agreement, in which event this Agreement and all obligations of Seller and Buyer hereunder shall be cancelled and terminated, and Buyer shall be entitled to the return of the full amount of the Deposit. If Buyer fails to deliver the required written notice to Seller within the specified time, the initial Contingencies shall be deemed satisfied or waived by Buyer. Section 2: Closing Contingencies. Buyer s obligations to close the transaction are further subject to the satisfaction of the following conditions ( Closing Conditions ): (1) Any action or cure which Seller has agreed in writing to complete prior to the Closing Date with respect to any of the Initial Contingencies shall have been completed as agreed; (2) Seller shall be ready, willing, and able, and properly authorized to execute and deliver at Closing all documents which Seller is required to execute and deliver under this Agreement; and (3) There shall be no uncured breach of any representation or warranty of Seller under this Agreement, and no uncured default of any covenant or agreement of Seller under this Agreement.
Page 5 of 7 If any of the Closing Contingencies are not satisfied on or before the Closing Date, Buyer shall have the option of (1) closing this transaction regardless of the unsatisfied Closing Contingencies, in which case the Closing shall constitute a waiver by Buyer of the unsatisfied Closing Contingencies; or (2) notifying Seller in writing that all of the Closing Contingencies have not been satisfied or waived and that Buyer will not close the transaction, in which case this Agreement and all obligations of Seller and Buyer hereunder shall be cancelled and terminated, and Buyer shall be entitled to the return of the full amount of the Deposit. Subject to the terms and conditions of this Agreement, (1) Seller may terminate this Agreement by delivering written notice to Buyer if Buyer refuses to close the transaction and has not terminated this Agreement on or before the Closing Date, and (2) upon such termination by Seller or upon satisfaction of all Initial Contingencies and all Closing Contingencies, the full amount of the Deposit shall be forfeited by Buyer and payable to Seller. ARTICLE 5: CLOSING Section 1: Closing Date. The closing ( Closing ) of the transaction described in this Agreement shall be held not later that the date ( Closing Date ) which is days after the Approval Date, or such other Closing Date as may be established by written agreement of Buyer and Seller. The Closing shall take place at an office of the Title Company. Section 2: Closing Documents. At Closing, Seller shall convey to Buyer good and marketable fee simple title to the Property by executing and delivering to Buyer a transferable and recordable statutory form general warranty deed, with release of dower if applicable ( Deed ), subject only to the Permitted Exceptions. If applicable, Seller shall also deliver to Buyer at Closing an assignment of all leases then in effect at the Property, and a bill of sale for any personal property to be conveyed to Buyer. Seller shall also deliver at Closing in properly executed form (1) a nonforeign transferor affidavit; (2) standard closing affidavits regarding liens and parties in possession; (3) an appropriate certificate or resolution authorizing Seller s performance of its obligations under this Agreement; and (4) such other documents as the Title Company deems reasonably necessary to issue the Title Policy in accordance with the Commitment. Section 3: Real Estate Taxes. At, or prior to the Closing, Seller shall pay in full all real estate taxes and assessments due and payable as of the Closing Date. Real estate taxes and installments of assessments due and payable after the Closing Date shall be prorated as of the Closing Date in accordance with local custom, computed on the basis of the last available tax rate and valuation as shown on the tax duplicate. If necessary, Buyer and Seller shall prorate taxes and assessments on the basis of a reasonable estimate and shall enter into an agreement at Closing to recompute and adjust the prorate between the parties after Closing when the actual amount of taxes and assessments for the prorated period is established. Section 4: Prorations and Deposits. Income and expense items, such as rents, operating expenses, interest on assumed debt, and similar items for the Property shall be prorated as of the Closing Date. Seller shall deliver to Buyer any tenant security deposits at Closing. Section 5: Closing Costs. Seller shall pay, at or before Closing, (1) all applicable transfer taxes and conveyance fees, (2) the cost of recording Seller s releases of any liens or encumbrances, (3) the Commission, (4) Seller s customary share of the closing agent s fees. Buyer shall pay, at or before Closing, the recording fees for the Deed, and Buyer s customary share of the closing agent s fee. The cost of the Title Policy shall be allocated and paid at Closing in accordance with this Agreement. The cost of any Surveys, Environmental Audits, or other inspections of the Property performed pursuant to this Agreement by Buyer or Seller shall be reflected on the closing statement for the transaction or paid outside of Closing as agreed between Buyer and Seller.
Section 6: Possession. Seller shall deliver possession of the Property to Buyer at Closing, subject to tenancies and leases in effect as of the Closing Date. Page 6 of 7 ARTICLE 6: REPRESENTATIONS Seller represents and warrants that: (1) Seller holds record title to the Property and has the authority to enter into this Agreement to convey the Property, and (2) the Property shall be in substantially the same condition at Closing as on the Acceptance Date, reasonable wear and tear, permitted uses by tenants, and changes in condition caused by Buyer excepted. ARTICLE 7: MISCELLANEOUS Section 1: Notices. Any notice given under this Agreement shall be in writing. All notices shall be personally delivered, or sent by certified mail, return receipt request, postage prepaid, or sent by a nationally recognized overnight courier to the recipient s address set forth in this Agreement. Notices shall be deemed to have been given on the earliest of actual receipt, three (3) business days after deposit with the U.S. Mail, or one (1) business day after deposit with the overnight courier. Section 2: Assignment. Buyer may not assign this Agreement or any rights under this Agreement without the written consent of the Seller. Where appropriate in this Agreement, the term Buyer includes any permitted assignee or designee of Buyer. Section 3: Risk of Loss. If any part of the Property is damaged by fire or other casualty prior to Closing, Buyer shall have the option of purchasing the Property and receiving any insurance proceeds payable for the damage (in which case the Purchase Price shall be reduced by the amount of any insurance deductible to be paid by Buyer), or cancelling this Agreement and receiving the return of the Deposit. Seller shall maintain hazard and broad form extended coverage insurance on any improvements of the Property until Closing. Section 4: Binding Effect. No representations, warranties, or promises pertaining to this Agreement or the Property have been made by, or shall be binding upon, Seller, Buyer, or Broker, except as expressly stated herein. No amendments or variations of the terms and conditions of this Agreement shall be valid unless in writing and signed by all parties hereto. Any addendum attached to this Agreement and signed or initialed by Buyer and Seller shall be deemed a part of this Agreement. This Agreement shall be binding upon and inure to the benefit of Seller s and Buyer s respective heirs, successors, and permitted assigns. All representations, warranties, and indemnities of the parties shall survive the Closing and shall not be merged into the conveyance of the Property by execution and delivery of the Deed. Section 5: Interpretation. The headings in this Agreement are for convenience of reference only, and are not to be used in interpreting this Agreement. This Agreement shall be construed and enforced pursuant to the laws of the State of Ohio or the State of Michigan. Time is of the essence in this Agreement. Section 6: Professional Advice. Buyer and Seller acknowledge that Broker has provided only real estate brokerage services and not legal advice in connection with this transaction. No representation or recommendation has been made by Broker, its agents or employees as to the legal sufficiency, legal affect, or tax consequences of this Agreement, any particular provision of this Agreement, or the purchase and sale of the Property. EACH PARTY TO THIS AGREEMENT SHOULD CONSULT WITH LEGAL COUNSEL AND OTHER APPROPRIATE ADVISORS PRIOR TO SIGNING THIS AGREEMENT.
Page 7 of 7 ADDITIONAL TERMS AND CONDITIONS: This Offer made on, 20, remains open for acceptance until, 20 at a.m. or p.m. In the event this Offer is countered, this time limit shall no longer apply. Purchaser s Signature Date Seller s Signature Date Printed Name of Purchaser Printed Name of Seller Purchaser s Signature Date Seller s Signature Date Printed Name of Purchaser Purchaser s Address Phone Email Purchaser s Attorney Selling Agent Contact Information: Selling Agent / Broker Printed Name of Seller Seller s Address Phone Email Seller s Attorney Listing Agent Contact Information: Listing Agent / Broker Phone Email Phone Email ALL CHANGES TO THE ORIGINAL OFFER TO PURCHASE AND/OR THIS PRINTED AGREEMENT MUST BE INITIALED AND DATED BY SELLER AND PURCHASER. RECEIPT OF EARNEST MONEY DEPOSIT Received with Offer $ Cash Check - By Date: Received Upon Acceptance $ Cash Check - By Date: CommercialPurchaseAgreement.WordFormat/dar (FormsFolderDesktop) LOSS REALTY GROUP 419-537-0090 / 419-794-0090 / 734-847-2200 www.lossrealtygroup.com