12107 Simple Pro Seller as is Purchase and Sale Agreement to Investor Purchaser Acquiring Property Leased by Single Retail Tenant[1]

8/14/2019 12107 Simple Pro Seller as is Purchase and Sale Agreement to Investor Purchaser Acquiring Property Leased by Si

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LEASING PROFESSIONALPURCHASE AGREEMENT

PA 12107

SIMPLE PRO-SELLER AS-ISPURCHASE AND SALE AGREEMENT

TO INVESTOR PURCHASERACQUIRING PROPERTY LEASED BY

SINGLE RETAIL TENANT

Product Number: PA12107Serial Number: 37756-16444www.leasingprofessional.com


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REAL ESTATE PURCHASE AGREEMENT

THIS PURCHASE AGREEMENT (the Agreement) is dated as of _______________(the Effective Date ) by and between COMMERCIAL PROPERTY SELLER, a__________ corporation, (the Seller), and COMMERCIAL PROPERTY BUYER,

LLC, a __________ limited liability company (the Buyer).

WITNESSETH:

Seller hereby agrees to sell to Buyer and Buyer agrees to purchase from Seller thefollowing described real estate as set forth on Exhibit A to this Agreement (RealEstate), in fee simple, together with all improvements thereon, and fixtures of Seller,which real estate is commonly known as _________________________, and is subject toa lease dated ______________ (Lease) to TRIPLE NET RETAIL TENANT, a____________ corporation (Tenant).

Subject, however, to all covenants, conditions, restrictions, easements, party wallagreements and community contracts of record, if any, including governmentalrestrictions and zoning laws.

1. The purchase price (Purchase Price) is ____________________Dollars($________). Buyer agrees to pay as follows: ___________ Dollars ($______) (theInitial Deposit) at the signing of this Agreement. Buyer further agrees to pay anadditional ______________ Dollars ($_______) (together with the Initial Deposit shallbe the Deposit) at the expiration of the inspection period. The Deposit shall becomenon-refundable and transferred to Seller at closing. The Deposit shall be deposited withthe office of _____________ Title, located at ______________, Attention _________,(the Title Company) as part of the consideration of the sale, with the balance of thePurchase Price to be paid in cash on delivery of a warranty deed, in the form attached asExhibit B (Deed).

2. The offer to sell and Buyers obligation to purchase the Real Estate, is conditionedupon Buyers inspection of the Real Estate and review or waiver of the items belowwithin Ten (10) business days of the effective date or date of receipt, whichever is later:

a. Preliminary title report and all recorded documentation outlined therein.

b. The Lease including amendments.

c. Existing Environmental Reports, if any, in Sellers possession.

d. Copies of last six (6) months rent payments (Checks or EFT Confirmation)

e. Existing As built survey, if any, in Sellers possession.

3. Prior to closing Seller shall provide Buyer with the following:


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by Seller in connection with such eminent domain or condemnation proceeding or fire orother casualty; or

(b) Terminate. Terminate this Agreement, in which event neither Seller nor Buyer shallhave any further obligations under this Agreement and the Buyer shall receive the prompt

return of the Deposit.

9. In the event Buyer shall fail to exercise either such option within such ten (10) dayperiod, Buyer shall be deemed to have elected the option set forth in section (a) above.

10. If there has been performance of this Agreement on the part of the Seller, and Buyerfails to comply herewith, within Five (5) days after receipt of written notice from Seller,then this Agreement may or may not be operative thereafter, at the option of Seller, andin the event Seller shall declare this Agreement inoperative, then this Agreement shall bedeemed null and void, and the Deposit shall be paid to Seller as liquidated damages andnot as a penalty. If Seller defaults in the terms and conditions of this Agreement or is

unable to otherwise convey good and marketable title the Deposit shall be returned toBuyer, and the Buyer may choose to enforce SPECIFIC PERFORMANCE which ishereby granted to Buyer by Seller; provided, further, in the event Buyer elects tospecifically enforce this Agreement, it must institute such action within thirty (30) daysfollowing Sellers default, failing which, Buyer shall be deemed to have waived the rightto pursue specific performance.

11. If two fully executed counterpart copies of this Agreement and the Deposit are notdelivered to the Title Company on or before ____________ , this Agreement shallbecome null and void and of no further force and effect.

12. The closing date shall be on _____________, unless the date is extended by mutualagreement of the parties. Time is of the essence. Buyer and Seller shall each have theoption of extending closing by fifteen (15) days.

13. A broker fee in the amount of _____________ Dollars ($______) or 5% of PurchasePrice shall be paid by Seller and Split 50/50 between ________ (Buyers Broker), and_______________, Sellers Broker. Said Broker fees are the express obligation of Sellerand shall be paid by escrow/title holder from Sellers proceeds. Buyer is hereby savedharmless by Seller from any liability pertaining to this payment.

14. Buyer acknowledges that the Lease obligates the Tenant to pay the taxes.Accordingly, the parties shall not prorate taxes between Buyer and Seller, it beingacknowledged that Tenant shall be responsible for same. In no event shall Seller beresponsible for the payment of any real estate taxes and/or assessments applicable duringits period of ownership in the event the Tenant has defaulted in the prompt payment ofsame.

15. Rent actually paid for the month in which the Closing occurs shall be proratedbetween Seller and Buyer as of the close of business on the date of Closing, with Buyer


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Exhibit C

Estoppel Certificate

Triple Net Retail Tenant, a ____________ corporation (Tenant) makes the following

representations concerning that certain Lease dated ________ (the Lease) by andbetween Tenant and ___________________, or its successor and/or assigns, successor ininterest to __________________________ (Landlord) for the property commonlyknown as __________________ (the Premises). Tenant hereby certifies the followingas of the date of this Estoppel:

1. The undersigned corporation is Tenant of the Lease and the Lease is in full force andeffect.

2. The Lease attached hereto as Exhibit B constitutes the entire agreement betweenLandlord and Tenant as set forth in the Lease, and the Lease has not been amended,

modified or recorded except as specifically noted on the attached Exhibit A.

3. As of the date of this Estoppel, Tenant has no existing defenses, setoffs, orcounterclaims to the payment of rent or all other amounts due from Tenant to Landlordunder the Lease.

4. The Commencement Date of the Lease is _________, the Minimum RentCommencement Date is ____________ and the Expiration Date is __________. Tenanthas two (2) options of five (5) years each to extend the term of the Lease at the rental setforth in the Lease.

5. The current monthly Minimum Rent is $_______ per square foot per year pursuant toSection 3(a) of the Lease. Accordingly the current monthly rent payment is $_______.Taxes are paid yearly upon receipt of tax bill. Minimum Rent has been paid through____________. Except as expressly provided for in the Lease, Tenant has not prepaidrent more than thirty (30) days in advance.

6. Tenant is open and operating and in full and complete possession of the Premises. Allwork required of the Landlord under the Lease has been completed except as specificallynoted on the attached Exhibit A.

7. Tenant has not filed and is not the subject of any filing for bankruptcy orreorganization under federal bankruptcy laws.

8. To the best of Tenants knowledge, no party is in default under the Lease and no eventhas occurred which, with the giving of notice or passage of time, or both, wouldconstitute such a default under the Lease except as specifically noted on the attachedExhibit A.


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Exhibit D

ASSIGNMENT OF LEASE

THIS ASSIGNMENT OF LEASE (Assignment) is made as of , by andbetween ____________, a ____________ limited partnership, whose address is_____________________________________ (Assignor), and ____________, and/orrelated assignee, whose address is (Assignee).

RECITALS:

Assignors predecessor-in-interest leased to the predecessor-in-interest ofTRIPLENET RETAIL TENANT, a ____________ corporation (Tenant), the Premises (asdefined in the Lease described below), located at ___________________ (Premises),pursuant to a Lease dated ____________, as amended, a true and complete copy of which

(including all amendments thereto) is attached as Exhibit 1 (Lease).

In connection with, and in consideration of, the acquisition of the Premises by theAssignee, Assignor has agreed to assign, transfer and convey to Assignee all ofAssignors right, title and interest in and to the Lease.

Assignee agrees to accept the assignment of the Lease described above and Assigneefurther agrees to perform all of the Assignors obligations under or relating to the arisingfrom and after the date of this Assignment.

In consideration of the foregoing and other good and valuable consideration, thereceipt and sufficiency of which are acknowledged, Assignor and Assignee agree asfollows:

1. Assignment and Assumption. Assignor hereby assigns to Assignee all of Assignorsright, title and interest in, to and under the Lease, and Assignee assumes all of Assignorsduties and obligations under the Lease and agrees to perform and to be bound by all ofthe terms and provisions of the Lease in the place and stead of Assignor arising from andafter the date of this Assignment. Assignee further agrees to indemnify and hold harmlessAssignor from and against all claims, awards, liabilities or damages resulting from theacts and/or omissions of Assignee from and after the date of this Assignment. Assignoragrees to indemnify and hold harmless Assignee and its successors and assigns from andagainst all claims, awards, liabilities or damages resulting from the acts and/or omissionsof Assignor prior to the date of this Assignment.

2. Representation. To Assignors knowledge, the Lease is in full force and effect andhas not been modified, amended or restated (except as identified in Exhibit 1 attachedhereto).


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Copyright 2007 by Leasing Professional. All rights reserved. Except forpersonal use by the purchaser of this Agreement, no part of this documentmay be reproduced in any form, by microfilm, xerography, or otherwise, orincorporated into any information retrieval or word processing system,without the express written permission of the copyright holder. In theevent this document was purchased by an employee, agent, member,

partner or officer of an organization, association, corporation, limitedliability company, or partnership, this prohibition upon reproductionincludes, without limitation, photocopying for internal or intracompanycirculation or distribution, and reproduction for distribution to associates,employees, members, partners, and affiliates and/or third parties.

This document is sold with the understanding that the vendor is notengaging in rendering legal, accounting, or other professional service, andis subject to the applicable Terms of Sale contained on the LeasingProfessional website. The specific circumstances of a particular situationor transaction often require legal advice or other expert assistance, for

which the services of a competent professional person should be sought.The vendor hereof shall not be responsible for any damages which resultfrom any error, inaccuracy or omission contained herein. This form shouldbe used only by persons with the requisite real estate and legal knowledgeand professional training and experience to use the form properly in thecontext of the contemplated transaction. Persons without such knowledgeand professional training and experience should seek appropriate legal orprofessional advice in connection with its use. Laws vary according tojurisdiction, and the contents hereof may or may not conform to theapplicable law of a particular jurisdiction.

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12107 Simple Pro Seller as is Purchase and Sale Agreement to Investor Purchaser Acquiring Property Leased by Single Retail Tenant[1]