Commercial Real Estate Purchase And Sale Agreement Template Page 5
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16Northern Illinois Commercial Association of Realtors
(e)
All statements and invoices for the past year covering all utilities (electricity, gas and water) relating to the property;
(f)
All insurance policies insuring the property and the improvements and personal property located thereon which may
be assumed by Buyer;
(g)
All books and records, financial data and other papers and matters relating to the operating expenses and income for
the current year, and schedules attached to federal income tax returns which relate to the Property and financial statements
for the past three (3) years;
Seller agrees to cooperate in all respects to facilitate Buyer’s inspection and agrees to promptly make available all documents,
books and records necessary to permit the inspections described herein and, to the extent such records are available. If
Buyer shall advise Seller at any time prior to the expiration of the Inspection Period that Buyer, in its sole discretion, elects not
to proceed with the transaction contemplated hereunder, this Agreement shall thereupon terminate and neither party hereto
shall have any further rights against the other, except that all earnest money and interest earned thereon shall be immediately
returned to Buyer. In the absence of written notice from Buyer to Seller prior to expiration of the Inspection Period that Buyer
has noted any concerns of conditions of the Property which are unacceptable to Buyer, this contingency shall be deemed
waived. Buyer shall not suffer or permit any mechanic’s lien to attach to the Property, and Buyer shall hold Seller harmless
from any and all claims and liabilities based upon accidents or injuries sustained by virtue of Buyer’s possession or use of the
Property pursuant to any and all inspections of the Property pursuant to this Agreement.
ARTICLE 8:
ATTORNEY’S APPROVAL
It is further agreed by and between the parties hereto that their respective attorneys shall have ten (10) business days from the date of
the Agreement Date to approve or disapprove the terms of this Agreement. In the event a party’s attorney disapproves any of the terms
hereof, she or he shall, within the said ten (10) business days, serve notice upon the other party, his agent, or attorney, of his
disapproval. Said notice shall contain a statement of the specific terms which are not approved and suggested revisions of those
terms.
IN THE ABSENCE OF WRITTEN NOTICE WITHIN THE TIME SPECIFIED HEREIN, THIS PROVISION SHALL BE DEEMED WAIVED
BY ALL PARTIES HERETO AND THIS AGREEMENT SHALL CONTINUE IN FULL FORCE AND EFFECT.
ARTICLE 9:
CLOSING
9.01
Closing Date and Place: The date of closing shall be _______________________ or any other date on which Seller and
Buyer may otherwise agree in writing at the office of the title insurer nearest the Property or as the parties may agree provided
that title is shown to be good as described above and/or otherwise acceptable to Buyer.
9.02
Seller’s Closing Documents: At or prior to the Closing, Seller shall deliver to Buyer or to Escrowee each of the following if
applicable:
(a)
The Title Commitment for an Owner’s Policy issued in accordance with Article 2.02, which policy shall be later dated
as of the Closing Date;
(b)
A stamped deed with all stamps affixed thereto, with Buyer or Buyer’s Nominee indicated as the Grantee;
(c)
An Affidavit of Title executed by the Seller warranting that no outstanding mechanic’s lien rights exist and that the
property is subject to no leases, liens or other claims or encumbrances of title except those specifically permitted pursuant to
this Agreement;
(d)
True and correct copies of all Contracts affecting the Property;
(e)
All original leases relating to the property, duly endorsed for assignment in favor of Buyer or Buyer’s Nominee, by a
duly authorized agent of Seller, together with an appropriate estoppel certificate(s) in the form of Exhibit G from said tenant(s)
confirming (i) that said leases are in full force and effect and there exist no defaults there under (or specifying the defaults) as
of the Closing Date; and (ii) that the transaction contemplated hereby will not constitute a breach under such leases;
(f)
Current Rent Roll certified to be correct by Seller for the Property;
(g)
Copies of certificates of insurance for each policy of insurance in effect with respect to the Property as of the closing
date with appropriate assignments or endorsement (or letters of direction from Seller to the insurers), executed by a duly
authorized agent of Seller, if Buyer chooses to assume such insurance policies and they are assumable;
(h)
A Bill of Sale covering the items of personal property being sold to Buyer or Buyer’s Nominee, executed by Seller;
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C:\Dave\NICAR\NICAR RE PURCH SALE AGRMNT 030305clean.doc
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