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We
provide these forms as reference material only. Anytime a
contract is entered into you should consult one of our real
estate professionals or an attorney for your own protection.
These are standardized forms and will need to be adjusted for
your particular situation or location. In accordance with
Florida Law, only attorneys may prepare leases of any kind.
Commercial 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].
RECITALS
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:
SECTION ONE: PRICE
The purchase price for property is _________ Dollars ($_____),
payable as follows: _________[describe terms].
SECTION TWO: TITLE; TENANCIES.
(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
SECTION THREE: ASSESSMENTS
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.
SECTION FOUR: ESCROW; PRO-RATION
(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.
SECTION FIVE: RISK OF LOSS; MAINTENANCE; TRANSFER OF POSSESSION
(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.
SECTION SIX: COMMERCIAL ZONING
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].
SECTION SEVEN: BROKER’S COMMISSION
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.
SECTION EIGHT: BINDING EFFECT OF AGREEMENT
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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Signatures
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