Commercial Building Sale to a Corporation

This agreement is made on _________[date], at _________[place of execution] by _________, referred to as seller, whose _________[business or residence] address is _________[address], _________[city], _________ County, _________[state], and _________[corporate name], referred to as purchaser, a corporation organized under the laws of _________[state], with its principal office in _________[state], located at _________[address], _________[city], _________ County, _________[state].


In consideration of the covenants and agreements of the respective parties, as set forth below, seller agrees to sell and convey to purchaser, and purchaser agrees to purchase and take from seller, the real property situated in _________[city], _________ County, _________[state], and particularly described as follows: _________[set forth legal description], together with all improvements on the property and appurtenances to it, and the articles of equipment and other personal property listed in Exhibit _________, which is attached and incorporated by reference. The real and personal property described above is referred to as property.

Transfer to purchaser shall include all right, title, and interest of seller in and to all streets, alleys, roads, and avenues adjoining the real property, and shall further include any award for damaging or taking by eminent domain by public or quasi-public authority, of the real property or any part of it.

The following terms, provisions, and conditions are further agreed to:



The purchase price for property is _________ Dollars ($_____), payable as follows: _________[describe terms].



(a). Conveyance of title to property shall be by warranty deed with full covenants, executed by seller _________[if appropriate, add: accompanied by a duly certified resolution of the board of directors of seller, authorizing the conveyance], to purchaser or purchaser’s nominees. Title to be conveyed shall be good and marketable, subject only to _________[specify acceptable liens, encumbrances, restrictions, easements and other burdens].

(b). Property is presently occupied by _________[number] tenants under month-to-month tenancies or leases, as set forth in Schedule _________, which is attached and made a part of this agreement. Transfer of title and possession to property shall be subject to those tenancies, but all right, title and interest of seller in property shall be transferred to purchaser or its nominees at the time of conveyance of title.

(c). Conveyance of title shall be made and sale closed within _________ days after the date of this agreement. Title shall be evidenced by a standard form title insurance policy issued by _________[name of title company], insuring title to property to be in purchaser or its nominees, subject only to the matters set forth in this agreement



If, at the time of transfer of title, property or any part of property is subject to an assessment or assessments payable in installments, all such installments not due or delinquent at the time of transfer shall nevertheless be deemed to be due and payable at such time and as liens on the real property described above, and all such assessments shall be paid and discharged by seller.



(a). Escrow shall be opened with _________[name of escrow company]. Such instructions as the escrow company may require, not inconsistent with the provisions of this agreement, shall be signed and filed by the parties.

(b). The following items shall be prorated as of the close of escrow: rentals, real estate taxes due but not delinquent, prepaid insurance premiums _________[add other items, as appropriate].

(c). Escrow shall close when the escrow company is in a position to record all documents required under this agreement, make all disbursements, and _________[issue or secure] a title insurance policy.



(a). Risk of loss or damage by fire or other casualty to property or any part of property prior to close of escrow shall be the risk of seller. In the event of such loss or damage prior to closing, this agreement shall not be affected but seller shall assign to purchaser all rights under any insurance policy or policies applicable to the loss. If action is necessary to recover under any casualty policy, seller shall grant permission to bring the action in seller’s name.

(b). Improvements and personal property described above shall be maintained in their present condition prior to the close of escrow by seller, wear from normal and reasonable use and deterioration excepted.

(c). Possession of property, subject to the leases and tenancies referred to above, shall be transferred at close of escrow.



Seller warrants that property is zoned for commercial purposes and that all existing uses are lawful and within such zoning. Purchaser plans the use of property for _________[describe purposes, such as: the construction of a three-story masonry building near the corner of property, bordered by _________ and _________ Streets, to be used as a general department store. Plans and specifications for the building have been prepared by _________, architect for purchaser, and have been examined by seller]. Purchaser intends to apply for a _________[building permit or as the case may be] for such additional use, and for appropriate amendments to the existing zoning plan for the area in which property is located. Seller will cooperate fully with purchaser with respect to the contemplated plans. If purchaser is unable to proceed with the described project because of any adverse decision of _________[city], or any board, commission, or officer of _________[city], purchaser shall _________[state agreed remedy, such as: remit _________ Dollars ($_____) of the purchase price by crediting that amount on the purchase-money mortgage to be executed by purchaser in favor of seller].



A commission of _________ Dollars ($_____) has become due from seller to _________[name of broker] by reason of the sale provided for in this agreement. That amount shall be paid to broker at close of escrow directly, from cash payable on close to seller.



This agreement and the covenants and agreements of it shall bind and inure to the benefit of the parties, and their respective heirs, personal representatives, successors and assigns. Unless the agreement otherwise requires, the covenants of this agreement shall survive the transfer of title.

In witness whereof, the parties have executed this instrument at the place and on the date first above-specified. _________[Number] duplicate originals of the agreement have been signed.






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