Fillable OHIO COMMERCIAL REAL ESTATE PURCHASE AGREEMENT

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OHIO COMMERCIAL REAL ESTATE PURCHASE AGREEMENT

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Buyer’s Initials _______ Seller’s Initials _______
Page 1 of 14
OHIO
COMMERCIAL REAL ESTATE PURCHASE AGREEMENT
I. THE PARTIES. This Commercial Real Estate Purchase Agreement (“Agreement”) made
on ____________________, 20___ (“Agreement Date”), between:
____________________ (“Buyer”) with a mailing address of ____________________, City
of ____________________, State of ____________________ who agrees to buy, and
____________________ (“Seller”) with a mailing address of ____________________, City
of ____________________, State of ____________________, who agrees to sell and
convey real and personal property as described in Sections II & III. Buyer and Seller shall
be collectively known as the “Parties.”
II. LEGAL DESCRIPTION. The real property along with improvements and fixtures thereon
and with all appurtenant rights, privileges, and easements is best described as: (check one)
☐ - Industrial Property
☐ - Land (only)
☐ - Multi-Family with ____ total residential units
☐ - Office Building
☐ - Retail Property
☐ - Mixed Use Property (any combination of above)
☐ - Other: ____________________________________________________________
Street Address: ___________________________________________________________
Tax Parcel Information (i.e., “Parcel ID” or “Tax Map & Lot”): ________________________
Other Description: _________________________________________________________
III. PERSONAL PROPERTY. In addition to the real property described in Section II, the
Seller shall include the following personal property: ______________________________
_______________________________________________________________________
The real property in Section II and any personal property in Section III shall be collectively
known as the “Property”.
Buyer’s Initials _______ Seller’s Initials _______
Page 2 of 14
IV. PURCHASE PRICE. The Buyer agrees to purchase the Property by payment of
$____________________ (____________________ Dollars) as follows: (check one)
☐ - All Cash Offer. No loan or financing of any kind is required in order to purchase
the Property. Buyer shall provide Seller written third (3rd) party documentation
verifying sufficient funds to close no later than ____________________, 20___, at
____:____ ☐ AM ☐ PM. Seller shall have three (3) calendar days after the receipt of
such documentation to notify Buyer, in writing, if the verification of funds is not
acceptable. If Buyer fails to provide such documentation, or if Seller finds such
verification of funds is not acceptable, Seller may terminate this Agreement. Failure
of Seller to provide Buyer written notice of objection to such verification shall be
considered acceptance of verification of funds.
☐ - Bank Financing. The Buyer’s ability to purchase the Property is contingent
upon the Buyer’s ability to obtain financing under the following conditions:
a.) Loan Application. Buyer agrees, within a reasonable time, to make a
good faith loan application with a credible financial institution;
b.) Contingency. If Buyer does not reveal a fact of contingency to the lender
and this purchase does not record because of such nondisclosure after initial
application, the Buyer shall be in default;
c.) Letter. On or before ____________________, 20___, the Buyer will
provide the Seller a letter from a credible financial institution verifying a
satisfactory credit report, acceptable income, source of down payment,
availability of funds to close, and that the loan approval ☐ is ☐ is not
contingent on the lease, sale, or recording of another property;
d.) Failure to Produce. In the event the Buyer fails to produce the
aforementioned letter or other acceptable verification by the date above in
Section IV(c), this Agreement may be terminated at the election of the Seller
with written notice provided to the Buyer within ____ calendar days from the
date in Section IV(c);
e.) Seller’s Approval. Buyer must obtain Seller’s approval, in writing, to any
change to the letter described in Section IV(c) regarding the financial
institution, type of financing, or allocation of closing costs; and
f.) Fees. Buyer agrees to pay all fees and satisfy all conditions in a timely
manner required by the financial institution for processing the loan
application. Buyer agrees the interest rate offered by a lender or the
availability of any financing program is not a contingency of this Agreement,
so long as Buyer qualifies for the financing herein agreed. The availability of
any financing program may change at any time. Any licensed real estate
agent hired by either party is not responsible for representations or
guarantees as to the availability of any loans, project, and/or property
approvals or interest rates.
☐ - Seller Financing. Seller agrees to provide financing to the Buyer under the
following terms and conditions:
a.) Loan Amount: $______________________
Buyer’s Initials _______ Seller’s Initials _______
Page 3 of 14
b.) Down Payment: $______________________
c.) Interest Rate (per annum): ____%
d.) Term: ____ ☐ Months ☐ Years
e.) Documents: The Buyer shall be required to produce documentation, as
required by the Seller, verifying the Buyer’s ability to purchase according to
the Purchase Price and the terms of the Seller Financing. Therefore, such
Seller Financing is contingent upon the Seller’s approval of the requested
documentation to be provided on or before ____________________, 20___.
The Seller shall have until ____________________, 20___, to approve the
Buyer's documentation. In the event the Buyer fails to obtain Seller’s
approval, this Agreement shall be terminated with the Buyer’s Earnest Money
being returned within five (5) calendar days.
V. EARNEST MONEY DEPOSIT. After acceptance by all Parties, the Buyer agrees to
make a payment in the amount of $______________________ as consideration by
____________________, 20___, at ____:____ ☐ AM ☐ PM (“Earnest Money”). The
Earnest Money shall be applied to the Purchase Price at Closing and subject to the Buyer’s
ability to perform under the terms of this Agreement. Any Earnest Money accepted ☐ is ☐
is not required to be placed in a separate trust or escrow account in accordance with Ohio
law. The Earnest Money shall be held by ____________________ (“Escrow Agent”).
a.) Return of Deposit. Unless otherwise specified in this Agreement, in the event
any condition of this Agreement is not met and the Buyer has fulfilled any required
notice obligation in a timely manner regarding the condition having not been met, the
Escrow Money shall be returned in accordance with Ohio law.
VI. INSPECTION PERIOD. Buyer shall be under no obligation to purchase the Property or
otherwise perform under this Agreement unless Buyer determines the Property to be, in all
respects, suitable for its intended purposes. The decision as to whether the Property is
suitable for its intended purposes shall be the sole decision of Buyer, determined in the
absolute discretion of Buyer, with Buyer’s decision being final and binding upon both
Parties. Buyer shall have until ____________________, 20___, at ____:____ ☐ AM ☐ PM
to notify Seller of its termination of this Agreement due to Buyer's determination that the
Property is unsuitable for its intended purpose ("Inspection Period"). In the event Buyer
elects to terminate this Agreement, Buyer shall provide written notice of termination to
Seller prior to the expiration of the Inspection Period. In the event Buyer provides said
notice of termination, Seller and any Escrow Agent shall be obligated to return the Escrow
Money to the Buyer as provided in Section V hereof, and neither party shall have any
further rights or obligations under this Agreement. In the event Buyer does not submit
written notice of termination prior to the expiration of the Inspection Period, the Buyer shall
be deemed to be satisfied with its inspections of the Property and this contingency shall be
deemed to be fulfilled. The Seller, at no expense, shall fully cooperate with Buyer in
obtaining any and all approvals required from any Federal, State, or Local Government
("Governmental Approvals") necessary for Buyer to satisfy their needs during the
Inspection Period for the suitability of the Property. Said Governmental Approvals shall be
obtained during the Inspection Period unless the Parties agree otherwise. Any additional
agreements related to this Section must be done in writing and attached to this Agreement.
Buyer’s Initials _______ Seller’s Initials _______
Page 4 of 14
VII. SELLER’S DISCLOSURES. In order to meet the Buyer’s obligations during the
Inspection Period, the Seller shall be required to provide the following documents and
records, to the extent they are within the possession or control of the Seller, at the Seller’s
sole cost and expense:
a.) Title Commitment. A title commitment (“Title Commitment”) from a title company
selected by the Seller to the Buyer’s approval (“Title Company”), together with a
copy of each instrument, agreement or document listed as an exception to title in
such Title Commitment;
b.) Disclosure Statement. A disclosure statement of the Property signed and dated
by the Seller;
c.) Other Agreements. A true and correct copy of all management agreements and
contracts affecting the Property;
d.) Studies and Reports. All copies in the Seller’s possession of studies and/or
reports which have previously been performed in connection with or for the Property,
including without limitation, environmental reports, soils studies, seismic studies,
physical inspection reports, site plans and surveys, and identification of such studies
of which the Seller is aware but that are not in their possession;
e.) Written Notices. All copies of written notices relating to a violation of a Local,
State, or Federal law including, without limitation, environmental laws relating to land
use, zoning compliance, or building codes;
f.) Water Rights. Water rights and/or water shares used in connection with the
Property;
g.) Copies of Leases. Copies of all current leases together with any ongoing
evictions or legal matters related to the Property; and
h.) Other Documents. Any other documents related to the Property that could serve
as evidence to adversely affect its value.
Seller shall be required to provide the aforementioned disclosures within ____ calendar
days after the Effective Date of this Agreement.
VIII. TITLE. Merchantable title shall be conveyed by ______________________ deed,
subject to conditions, zoning, restrictions, and easements of record, if any, which do not
interfere with or restrict the existing use of the Property.
a.) Title Insurance. At the ☐ Seller’s expense ☐ Buyer’s expense ☐ Shared
expense of both Parties, the Seller shall provide the Buyer with a standard owner’s
policy insuring marketable title in the amount of the Purchase Price. If any matter
disclosed by the Title Commitment adversely and materially affects the value of the
Premises or Buyer's intended use of the Property, the Buyer shall have the right to
terminate this Agreement by giving the Seller written notice within ____ calendar
days after copies of the Title Commitment, in accordance with Section VII, are
delivered to the Buyer; otherwise, the Buyer's right to terminate this Agreement
pursuant to this Section shall be deemed to have been waived. A matter disclosed
on the Title Commitment that is in the form of a lien that is liquidated in amount, and
that can be readily discharged, shall not be grounds for termination of this
Buyer’s Initials _______ Seller’s Initials _______
Page 5 of 14
Agreement by Buyer under this Section so long as the Seller discharges such lien(s)
at Closing.
IX. SURVEY. The Parties agree that: (check one)
☐ - Seller’s Recorded Surveys are Satisfactory. The Parties agree that the
survey provided in accordance with Section VII from the Seller’s records shall be
adequate to fulfill the survey obligations of the Buyer. If a survey is not provided by
the Seller, a new survey shall be requested and provided to the Buyer at the
expense of the Seller.
☐ - New Survey Requested. Buyer will, at the ☐ Seller’s ☐ Buyer’s ☐ Shared
expense and within a timeframe allowed to deliver and examine title evidence,
obtain a certified survey of the Property from a certified and registered surveyor
within the State. If the survey reveals encroachments on the Property or that the
improvements encroach on the lands of another, such encroachments will constitute
a title defect. The Buyer shall have the right to terminate this Agreement with written
notice to the Seller within ____ calendar days of being notified of said title defect.
X. CURE PERIOD. Prior to any claim for default being made, either the Buyer or Seller will
have an opportunity to cure any alleged default. If either Buyer or Seller fails to comply with
any provision of this Agreement, the other party will deliver written notice to the non-
complying party specifying such non-compliance. The non-complying party shall have ____
calendar days after delivery of such notice to cure the non-compliance.
XI. CLOSING. The purchase of the Property shall be closed on ____________________,
20___, at ____:____ ☐ AM ☐ PM or earlier at the office of a title company to be agreed
upon by the Parties (“Closing”). Any extension of the Closing must be agreed upon, in
writing, by Buyer and Seller. Real estate taxes, rents, dues, fees, and expenses relating to
the Property for the year in which the sale is closed shall be paid by the Seller and prorated
as of the Closing.
a.) Closing Costs. The costs attributed to the Closing of the Property shall be the
responsibility of ☐ Buyer ☐ Seller ☐ Both Parties. The fees and costs related to
the Closing shall include, but not be limited to, a title search (including the abstract
and any owner’s title policy), preparation of the deed, transfer taxes, recording fees,
and any other costs by the title company that is in standard procedure with
conducting the sale of a property.
XII. SALE OF BUYER’S PROPERTY. Performance under this Agreement: (check one)
☐ - Shall not be contingent upon the Buyer selling another property.
☐ - Shall be contingent upon the Buyer selling another property with a mailing
address of ____________________, City of ____________________, State of
____________________, within ____ calendar days from the Effective Date.
Buyer’s Initials _______ Seller’s Initials _______
Page 6 of 14
XIII. ASSIGNABILITY. This Agreement is: (check one)
☐ - Assignable. If this Agreement may be assignable, the Buyer shall deliver a
copy of the assignment agreement to the Seller at least ____ calendar days prior
to Closing.
☐ - Not Assignable.
XIV. NOTICES. All notices shall be in writing and may be delivered by the following
acceptable method(s): (check all that apply)
☐ - E-Mail
☐ - Certified Mail (with return receipt)
☐ - Personal Delivery
☐ - Other: __________________________________________________________
Such notices shall be sent to the respective Parties’ mailing addresses listed in Section I
unless otherwise listed below:
Buyer: __________________________________________________________________
Seller: __________________________________________________________________
XV. CONVEYANCE. Upon performance by the Buyer of the closing obligations specified
herein, the Seller shall convey marketable title of the Property to the Buyer by the deed
mentioned in Section VIII, including, but not limited to, oil, gas, and other mineral rights,
subject only to building and use restrictions, easements, and restrictions of record, if any.
XVI. ENVIRONMENTAL WARRANTY, DISCLOSURES AND INDEMNIFICATION. To the
best of Seller's knowledge, there are no areas of the Property where hazardous substances
or hazardous wastes, as such terms are defined by applicable Federal, State, and Local
statutes and regulations, have been disposed of, released, or found. No claim has been
made against Seller with regard to hazardous substances or wastes as set forth herein,
and Seller is not aware that any such claim is current or ever has been threatened. Seller
shall inform Buyer, to the best of Seller's knowledge, of any hazardous materials or release
of any such materials into the environment, and of the existence of any underground
structures or utilities which are or may be present on the Property.
XVII. SELLER’S WARRANTIES, REPRESENTATIONS AND COVENANTS. As an
inducement to Buyer to enter into this Agreement and to purchase the Property, Seller
warrants, represents, and covenants to Buyer, as follows:
a.) Authority. Seller: (i) if an entity, is a lawfully constituted entity, duly organized,
validly existing, and in good standing under the laws in the State of Ohio or another
State; (ii) has the authority and power to enter into this Agreement and to
Buyer’s Initials _______ Seller’s Initials _______
Page 7 of 14
consummate the transactions contemplated herein; and (iii) upon execution hereof
will be legally obligated to Buyer in accordance with the terms and provisions of this
Agreement.
b.) Title and Characteristics of Property. Seller, as of the date of execution of this
Agreement, owns the Property in fee simple and has marketable and good title of
public record and, in fact, the Property at Closing shall have the title status as
described in Section VIII of this Agreement.
c.) Conflicts. The execution and entry into this Agreement, the execution and
delivery of the documents and instruments to be executed and delivered by Seller at
the Closing, and the performance by Seller of Seller’s duties and obligations under
this Agreement and of all other acts necessary and appropriate for the full
consummation of the purchase and sale of the Property as contemplated herein, are
consistent with and not in violation of, and will not create any adverse condition
under any contract, agreement or other instrument to which Seller is a party, or any
judicial order or judgment of any nature by which Seller is bound. At Closing, all
necessary and appropriate action will have been taken by Seller authorizing and
approving the execution of and entry into this Agreement, the execution and delivery
by Seller of the documents and instruments to be executed by Seller at Closing, and
the performance by Seller of Seller’s duties and obligations under this Agreement
and of all other acts necessary and appropriate for the consummation of the
purchase and sale of the Property as contemplated herein.
d.) Condemnation. The Seller has received no notice of, nor is Seller aware of, any
pending, threatened or contemplated action by any governmental authority or
agency having the power of eminent domain, which might result in any part of the
Property being taken by condemnation or conveyed in lieu thereof.
e.) Litigation. There is no action, suit or proceeding pending or, to Seller's
knowledge, threatened by or against or affecting Seller or the Property, which does
or will involve or affect the Property or title thereto. Seller will defend, indemnify, and
otherwise hold Buyer harmless from any and all claims of any person due to, arising
out of or relating to the Property, including any and all costs, expenses, and
attorneys' fees which Buyer may incur as a result of Seller's breach of its warranty
hereunder. Seller will, promptly upon receiving any such notice or learning of any
such contemplated or threatened action, give Buyer written notice thereof.
f.) Assessments and Taxes. No assessments have been made against any portion
of the Property which are unpaid (except ad valorem taxes for the current year),
whether or not they have become liens, and Seller shall notify Buyer of any such
assessments which are brought to Seller's attention after the execution of this
Agreement. The Seller will pay or cause to be paid promptly all City, State, and
County ad valorem taxes and similar taxes and assessments, all sewer and water
charges, and all other governmental charges levied or imposed upon or assessed
against the Property which are due on or prior to the Closing.
g.) Boundaries. (i) There is no dispute involving or concerning the location of the
lines and corners of the Property; (ii) to Seller’s knowledge there are no
encroachments on the Property and no portion of the Property is located within any
“Special Flood Hazard Area” designated by the United States Department of
Housing and Urban Development and/or Federal Emergency Management Agency,
Buyer’s Initials _______ Seller’s Initials _______
Page 8 of 14
or in any area similarly designated by any agency or other governmental authority;
and (iii) no portion of the Property is located within a watershed area imposing
restrictions upon the use of the Property or any part thereof.
h.) No Violations. The Seller has received no notice there are any violations of
State or Federal laws, municipal or county ordinances, or other legal regulations or
requirements with respect to the Property, including those violations referenced in
Paragraph 7 above. The Seller has received no notice (oral or written) that any
municipality or governmental or quasi-governmental authority has determined that
there are such violations. In the event Seller receives notice of any such violations
affecting the Property prior to the Closing, Seller shall promptly notify Buyer thereof,
and shall promptly and diligently defend any prosecution thereof and take any and
all necessary actions to eliminate said violations.
i.) Foreign Ownership. Seller is not a “foreign person” as that term is defined in the
U.S. Internal Revenue Code of 1986, as amended, and the regulations promulgated
pursuant thereto, and Buyer has no obligation under Section 1445 of the U.S.
Internal Revenue Code of 1986, as amended, to withhold and pay over to the U.S.
Internal Revenue Service any part of the “amount realized” by Seller in the
transaction contemplated hereby (as such term is defined in the regulations issued
under said Section 1445).
j.) Prior Options. No prior options or rights of first refusal have been granted by
Seller to any third parties to purchase or lease any interest in the Property, or any
part thereof, which are effective as of the execution date.
k.) Mechanics and Materialmen. At Closing, Seller will not be indebted to any
contractor, laborer, mechanic, materialmen, architect, or engineer for work, labor, or
services performed or rendered, or for materials supplied or furnished, in connection
with the Property for which any person could claim a lien against the Property and
shall not have done any work on the Property within one-hundred twenty (120) days
prior to Closing.
XVIII. BUYER’S WARRANTIES, REPRESENTATIONS AND COVENANTS. Buyer: (i) if
an entity, is a lawfully constituted entity, duly organized, validly existing, and in good
standing under the laws of Ohio or another state; (ii) has the authority and power to enter
into this Agreement and to consummate the transactions contemplated herein; and (iii)
upon execution hereof will be legally obligated to Seller in accordance with the terms and
provisions of this Agreement.
a.) Conflicts. The execution and entry into this Agreement, the execution and
delivery of the documents and instruments to be executed and delivered by Buyer at
the Closing, and the performance by Buyer of Buyer’s duties and obligations under
this Agreement and of all other acts necessary and appropriate for the full
consummation of the purchase and sale of the Property as contemplated herein, are
consistent with and not in violation of, and will not create any adverse condition
under any contract, agreement or other instrument to which Buyer is a party, or any
judicial order or judgment of any nature by which Buyer is bound. At Closing, all
necessary and appropriate action will have been taken by Buyer authorizing and
approving the execution of and entry into this Agreement, the execution and delivery
by Buyer of the documents and instruments to be executed by Buyer at Closing, and
Buyer’s Initials _______ Seller’s Initials _______
Page 9 of 14
the performance by Buyer of Buyer’s duties and obligations under this Agreement
and of all other acts necessary and appropriate for the consummation of the
purchase and sale of the Property as contemplated herein.
XIX. ESCROW AGENT. The Parties authorize the Escrow Agent to receive, deposit, and
hold funds and other property in escrow, including Earnest Money, that is subject to
collection and disburse them in accordance with the terms of this Agreement. The Parties
agree that the Escrow Agent will not be liable to any person for misdelivery of Escrow
Money to the Buyer and the Seller, unless the misdelivery is due to the Escrow Agent's
willful breach of this Agreement or gross negligence. If the Escrow Agent has doubt as to
their duties or obligations under this Agreement, Escrow Agent may, at their sole decision:
a.) Hold the Escrow Money. Hold any Escrow Money until the Parties mutually
agree to its disbursement or until a court of competent jurisdiction or arbitrator
determines the rights of the Parties; or
b.) Deposit. Deposit the Escrow Money with the clerk of the court having jurisdiction
over the matter and file an action in interpleader. Upon notifying the Parties of such
action, Escrow Agent will be released from all liability except for the duty to account
for items previously delivered out of escrow. If Escrow Agent is a licensed real
estate broker, Escrow Agent will comply with Ohio law. In any suit in which Escrow
Agent interpleads the escrowed items or is made a party because of acting as
Escrow Agent hereunder, Escrow Agent will recover reasonable attorneys’ fees and
costs incurred, with these amounts to be paid from and out of the Escrow Money
and charged and awarded as court costs in favor of the prevailing party.
XX. SELLER’S DEFAULT. If the sale and purchase of the Property contemplated by this
Agreement is not consummated on account of Seller’s default or failure to perform
hereunder, Buyer may, at Buyer’s option and as its sole remedy, elect to either: (i)
specifically enforce the terms hereof; or (ii) demand and be entitled to an immediate refund
of the Escrow Money, in which case this Agreement shall terminate in full.
XXI. BUYER’S DEFAULT. If the sale and purchase of the Property contemplated by this
Agreement is not consummated on account of Buyer's default hereunder, Seller shall be
entitled, as its sole and exclusive remedy hereunder, to receipt of the Escrow Money
amount as full and complete liquidated damages for such default of Buyer. The Parties
hereby acknowledge that it is impossible to estimate more precisely the damages which
might be suffered by Seller upon Buyer’s default of this Agreement or any duty arising in
connection or relating herewith. Seller’s entitlement to and receipt of the Escrow Money is
intended not as a penalty, but as full and complete liquidated damages. The right to retain
such sums as full liquidated damages is Seller’s sole and exclusive remedy in the event of
default or failure to perform hereunder by Buyer, and Seller hereby waives and releases
any right to (and hereby covenants that it shall not) sue Buyer for any claims, injury, or loss
arising from or in connection with this Agreement, including without limitation: (i) for specific
performance of this Agreement; or (ii) to recover any damages in excess of such liquidated
damages.
Buyer’s Initials _______ Seller’s Initials _______
Page 10 of 14
XXII. ATTORNEYS’ FEES. In any claim or controversy arising out of or relating to this
Agreement, the prevailing party, which for purposes of this provision shall include the
Buyer, Seller, and any real estate agent, will be awarded reasonable attorneys’ fees, costs,
and expenses.
XXIII. DAMAGE TO THE PROPERTY. If the property is damaged, by fire or other casualty,
after the Effective Date and before the Closing, the Seller will bear the risk of loss and the
Buyer may cancel this Agreement without liability and the Escrow Money shall be returned
to the Buyer. Alternatively, the Buyer will have the option of purchasing the Property at the
agreed-upon Purchase Price and the Seller will credit the deductible, if any, and transfer to
the Buyer at Closing any insurance proceeds or Seller's claim to any insurance proceeds
payable for the damage. The Seller will cooperate with and assist the Buyer in collecting
any such proceeds. The Seller shall not settle any insurance claim for damage caused by
casualty without the consent of the Buyer.
Furthermore, if any part of the Property, after the Effective Date and before the Closing, is
taken in condemnation or under the right of eminent domain, or proceedings for such taking
are pending or threatened, the Buyer may cancel this Agreement without liability and the
Escrow Money will be returned to the Buyer. Alternatively, the Buyer will have the option of
purchasing what is left of the Property at the agreed-upon Purchase Price and the Seller
will transfer to the Buyer at Closing the proceeds of any award or the Seller's claim to any
award payable for the taking. The Seller will cooperate with and assist the Buyer in
collecting such an award.
XXIV. OPERATION OF PROPERTY DURING AGREEMENT PERIOD. The Seller will
continue to operate the Property and any business conducted on the Property in the
manner operated prior to the Agreement and will take no action that would adversely
impact the Property, tenants, lender, or business, if any. Any changes, such as renting
vacant space, that materially affects the Property or the Buyer's intended use will be
permitted only with the Buyer's consent.
XXV. CLOSING PROCEDURE. Unless otherwise agreed or stated herein, the Closing
shall be in accordance with the laws located in the State of Ohio.
a.) Possession and Occupancy. The Seller will deliver possession and occupancy of
the Property to the Buyer at Closing. The Seller shall provide access to all locks,
including keys, remote controls, and any security/access codes, necessary to operate
all locks, mailboxes, and security systems.
b.) Costs. The Buyer will pay the Buyer's attorneys' fees, taxes, and recording fees on
notes, mortgages, and financing statements and recording fees for the deed. The Seller
will pay the Seller's attorneys' fees, taxes on the deed, and recording fees for
documents needed to cure title defects.
c.) Documents. The Seller will provide: the deed, the bill of sale, mechanic’s lien
affidavit, originals of those assignable service and maintenance contracts that will be
assumed by the Buyer after the Closing, letters to each service contractor from the
Seller advising each of them of the sale of the Property, and if applicable, the transfer of
its contract, and any assignable warranties or guarantees received or held by the Seller
Buyer’s Initials _______ Seller’s Initials _______
Page 11 of 14
from any manufacturer, contractor, subcontractor, or material supplier in connection
with the Property; current copies of the condominium documents, if applicable;
assignments of leases and updated rent roll; tenant and lender estoppel letters; tenant
subordination, non-disturbance and attornment agreements (SNDA’s) required by the
Buyer or the Buyer’s lender; assignments of permits and licenses; corrective
instruments; and letters notifying tenants of the change in ownership/rental agent. If any
tenant refuses to execute an estoppel letter, the Seller will certify to the buyer that the
lease is correct. If the Seller is an entity, the Seller will deliver a resolution of its Board
of Directors authorizing the sale and delivery of the deed and certification by the
appropriate party certifying the resolution and setting forth facts showing the
conveyance conforms to the requirements of local law. The Seller will transfer security
deposits to the Buyer. The Buyer will provide the closing statement, mortgages and
notes, security agreements, and financing statements.
d.) Taxes and Prorations. The real estate taxes, personal property taxes on any
tangible personal property, bond payments assumed by the Buyer, interest, rents
(based on actual collected rents), association dues, insurance premiums acceptable to
Buyer, and operating expenses will be prorated through the day before Closing. If the
amount of taxes for the current year cannot be ascertained, rates for the previous year
will be used with due allowance being made for improvements and exemptions. Any tax
proration based on an estimate will, at the request of either party, be readjusted upon
receipt of the current year's tax bill; this provision will survive the Closing.
e.) Special Assessment Liens. Certified, confirmed, and ratified special assessment
liens as of the Closing will be paid by the Seller. If a certified, confirmed, and ratified
special assessment is payable in installments, the Seller will pay all installments due
and payable on or before the Closing, with any installment for any period extending
beyond the Closing prorated, and the Buyer will assume all installments that become
due and payable after the Closing. The Buyer shall be responsible for all assessments
of any kind which become due and owing after the Closing, unless an improvement is
substantially completed as of the Closing. If an improvement is substantially completed
as of the Closing but has not resulted in a lien before Closing, the Seller will pay an
amount of the last estimate of the assessment. This subsection applies to special
assessment liens imposed by a public body and does not apply to condominium
association special assessments.
XXVI. RECORDING. Buyer and Seller agree that before the recording of the deed can take
place, funds provided shall be in one (1) of the following forms: cash, interbank electronic
transfer, money order, certified check or cashier’s check drawn on a financial institution
located in the State of Ohio, or any above combination that permits the Seller to convert the
deposit to cash no later than the next business day.
XXVII. ACCEPTANCE. Seller warrants that Seller is the owner of the Property or has the
authority to execute this Agreement. Therefore, by the Seller's authorization below,
he/she/they accept the above offer and agrees to sell the Property on the above terms
and conditions and agrees to the agency relationships in accordance with any
agreement(s) made with a licensed real estate agent(s). The Seller has read and
Buyer’s Initials _______ Seller’s Initials _______
Page 12 of 14
acknowledges receipt of a copy of this Agreement and authorizes any licensed real estate
agent(s) to deliver a signed copy to the Buyer.
Delivery may be in any of the following: (i) hand delivery; (ii) email under the condition
that the party transmitting the email receives electronic confirmation that the email was
received to the intended recipient; and (iii) by facsimile to the other party or the other
party’s licensee, but only if the transmitting fax machine prints a confirmation that the
transmission was successful.
a.) Real Estate Agent(s). If Buyer or Seller have hired the services of the licensed
real estate agent(s) to perform representation on their behalf, he/she/they shall
be entitled to payment for their services as outlined in their separate written
agreement.
XXVIII. BINDING EFFECT. This Agreement shall be for the benefit of, and be binding
upon, the Parties, their heirs, successors, legal representatives, and assigns, which,
therefore, constitutes the entire agreement between the Parties. No modification of this
Agreement shall be binding unless signed by both Buyer and Seller.
XXIX. SEVERABILITY. In the event any provision or part of this Agreement is found to be
invalid or unenforceable, only that particular provision or part so found, and not the entire
Agreement, will be inoperative.
XXX. DISCLOSURES. The following disclosures are attached to this Agreement and
required to be read and signed by the Parties:
a.) ____________________________________________
b.) ____________________________________________
c.) ____________________________________________
d.) ____________________________________________
XXXI. DISPUTE RESOLUTION. Buyer and Seller agree to mediate any dispute or claim
arising out of this Agreement, or in any resulting transaction, before resorting to
arbitration or court action.
a.) Mediation. If a dispute arises between or among the Parties, and it is not
resolved prior to or after recording, the Parties shall first proceed in good faith
to submit the matter to mediation. Costs related to mediation shall be mutually
shared between or among the Parties. Unless otherwise agreed in mediation,
the Parties retain their rights to proceed to arbitration or litigation.
b.) Arbitration. The Parties agree that any dispute or claim in law or equity arising
between them out of this Agreement or any resulting transaction, which is not
settled through mediation, shall be decided by neutral, binding arbitration. The
arbitrator is required to be a retired judge or justice, or an attorney with at least
five (5) years of residential real estate law experience, unless the Parties
mutually agree to a different arbitrator. Under arbitration, the Parties shall have
the right to discovery in accordance with Ohio law. Judgment upon the award of
the arbitrator(s) may be entered into any court having jurisdiction. Enforcement
of this Agreement to arbitrate shall be governed by the Federal Arbitration Act.
Buyer’s Initials _______ Seller’s Initials _______
Page 13 of 14
c.) Exclusions. The following matters shall be excluded from the mediation and
arbitration: (i) a judicial or non-judicial foreclosure or other action or proceeding
to enforce a deed, mortgage or installment land sale contract as defined in
accordance with Ohio law; (ii) an unlawful detainer action, forcible entry
detainer, eviction action, or equivalent; (iii) the filing or enforcement of a
mechanic's lien; and (iv) any matter that is within the jurisdiction of probate,
small claims, or bankruptcy court. The filing of court action to enable the
recording of a notice of pending action, for an order of attachment, receivership,
injunction, or other provisional remedies, shall not constitute a waiver or
violation of the mediation and arbitration provisions of this Section.
XXXII. TERMS AND CONDITIONS OF OFFER. This is an offer to purchase the Property
in accordance with the above-stated terms and conditions of this Agreement. If at least
one, but not all, of the Parties initial such pages, a counteroffer is required until an
agreement is reached. The Seller has the right to continue to offer the Property for sale
and to accept any other offer at any time prior to notification of acceptance. If this offer is
accepted and the Buyer subsequently defaults, the Buyer may be responsible for
payment of licensed real estate agent(s) compensation. This Agreement and any
supplement, addendum, or modification, including any copy, may be signed in two or
more counterparts, all of which shall constitute one and the same writing.
XXXIII. GOVERNING LAW. This Agreement shall be interpreted in accordance with the
laws in the State of Ohio (“Governing Law”).
XXXIV. OFFER EXPIRATION. This offer to purchase the Property as outlined in this
Agreement shall be deemed revoked, and the Earnest Money shall be returned, unless
this Agreement is signed by Seller and a copy of this Agreement is personally given to the
Buyer by ______________________, 20____, at ____:____ ☐ AM ☐ PM.
a.) Effective Date. The “Effective Date” of this Agreement is the date on which the
last one of the Parties has signed or initialed and delivered this offer or the final
counteroffer. Calendar days will be computed without including Saturday, Sunday, or
national legal holidays. Any time period ending on a Saturday, Sunday, or national
legal holiday will extend until 5:00 p.m. local time of the next business day. Time is
of the essence in this Agreement.
XXXV. ADDITIONAL TERMS & CONDITIONS. __________________________________
________________________________________________________________________
________________________________________________________________________
XXXVI. ENTIRE AGREEMENT. This Agreement, together with any attached addendums
or disclosures, shall supersede any and all other prior understandings and agreements,
either oral or in writing, between the Parties with respect to the subject matter hereof and
shall constitute the sole and only agreements between the Parties with respect to the said
Property. All prior negotiations and agreements between the Parties with respect to the
Property hereof are merged into this Agreement. Each party to this Agreement
acknowledges that no representations, inducements, promises, or agreements, orally or
Buyer’s Initials _______ Seller’s Initials _______
Page 14 of 14
otherwise, have been made by any party or by anyone acting on behalf of any party
which are not embodied in this Agreement, and that any agreement, statement, or
promise that is not contained in this Agreement shall not be valid or binding or of any
force or effect.
IN WITNESS WHEREOF, the Parties have indicated their acceptance of the terms of this
Agreement by their signatures below on the dates indicated.
Seller’s Signature: ____________________________ Date: ______________________
Print Name: ____________________________
Seller’s Signature: ____________________________ Date: ______________________
Print Name: ____________________________
Buyer’s Signature: ____________________________ Date: ______________________
Print Name: ____________________________
Buyer’s Signature: ____________________________ Date: ______________________
Print Name: ____________________________
Agent’s Signature: ____________________________ Date: ______________________
Print Name: ____________________________
Agent’s Signature: ____________________________ Date: ______________________
Print Name: ____________________________
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OHIO COMMERCIAL REAL ESTATE PURCHASE AGREEMENT

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Completed 19 July 2021

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