Commercial Real Estate Purchase And Sale Agreement Template Page 3
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16Northern Illinois Commercial Association of Realtors
ARTICLE 4:
REPRESENTATIONS AND WARRANTIES OF SELLER
4.01
Seller:
Seller hereby represents, warrants, and covenants to Buyer, that, as of the execution of this Agreement:
(a)
The Schedule of Leases set forth in Exhibit C attached hereto and made a part hereof sets forth each of the leases
for the Property, the name of each tenant, the expiration date of each lease, the current rental, the current status of rental
collections, the amount of security deposit, and any special provisions (including without limitation options to renew, extend the
term or to purchase the Property).
(b)
All of the leases set forth in Exhibit C are in full force and effect and there are no defaults there under, except as
listed on Exhibit C-1.
(c)
No lease contains any option to renew or extend the term thereof or to purchase or acquire any interest in the
Property, except as noted in Exhibit C. No options, warrants, rights, or agreements to purchase, participate in, or acquire all
or any portion of the Premises are outstanding. To the best of Seller’s actual knowledge, none of the leases contain
provisions, whether oral or written, for rent allowance, concessions, or abatements or decorating or other allowance.
(d)
The ___________ real estate taxes for the Property were $____________ and Seller has not received any notice of
any increase in the assessed valuation of the Premises over the assessed valuation, except as attached as Exhibit E. If,
between the date hereof and the date of Closing, Seller receives notice of any increase in the assessed valuation, Seller will
promptly notify Buyer of same.
(e)
There are no written or oral contracts or commitments relating to the Property including without limitation for
management, performance of service, employment, or purchase or lease of equipment (“Contracts”) relating to the Property
with respect to any agent, employee or third party, which are not terminable at the will of the Seller on not more than thirty (30)
days’ notice and without penalty, except as listed on Exhibit F.
(f)
To the best of Seller’s knowledge, there are no lawsuits threatened or pending involving all or any portion of the
Property and no notice has been received by Seller of any condemnation proceedings or any building, zoning, environmental,
fire or health code violations which are threatened or pending. If between the date hereof and the date of Closing, any notice
of code violations is received or any lawsuits are initiated with respect to the Property, Seller will promptly notify Buyer of
same, and with respect to code violations, will correct same prior to closing.
(g)
Seller has good and marketable title to all of said items of personal property free and clear of all liens, claims, and
encumbrances.
(h)
The execution of this Agreement is not in violation of or prohibited by any contract, agreement, or other obligation to
which Seller is bound, and the party executing this Agreement for Seller warrants his/her authority to bind Seller.
(i)
All of the documents delivered to the Purchaser pursuant to this Contract are true and correct.
The representations and warranties made by Seller herein above shall be remade at Closing, and shall survive closing for a period of
one year from the date of closing.
Seller further covenants and agrees to Buyer that between the date hereof and the Closing Date:
(j)
Seller shall use its best efforts to lease any vacant space at rents not less than 100% of the current rental rates and
upon terms consistent with those now in effect for a term not to exceed __________ subject to approval by Buyer. Seller shall
not enter into any new undertakings or agreements relating to the management, financing or maintenance of the Property
which extend beyond the Closing Date or prepay for a period of more than one (1) month any sums payable under any
Contracts, without prior written notice to and approval of Purchaser.
(k)
Seller shall continue to operate and maintain the Property in first class condition in the same manner the Seller has
previously done during its ownership of the Property which includes making necessary repairs at Seller’s cost between the
date hereof and Closing, and complying with the provisions of all leases and Contracts to which it is a party.
(l)
Seller shall keep Property adequately insured by financially sound and reputable insurers against loss or damage by
fire with extended coverage endorsements and maintain reasonable adequate liability insurance covering liability for personal
injury or property damage to the extent and in the manner customary for Property of its character.
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C:\Dave\NICAR\NICAR RE PURCH SALE AGRMNT 030305clean.doc
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