PURCHASE AND SALE AGREEMENT - Purchase and Sale of the Improvements and Lease of Land - Conditional Terms

Sep 2, 2026

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Purchase and Sale Agreement covering the sale of the Improvements from Lewis & Clark College (Seller) to the Purchaser, together with a Ground Lease that leases the land described in Exhibit A. The agreement sets the total purchase price and earnest money deposit, and establishes precondition terms including financing contingency and Purchaser inspection rights with termination or acceptance consequences. It also specifies Seller’s title-report obligations, objection and cure periods, and key Seller representations and warranties that survive closing, including nonforeign status and lead-based paint provisions.

LanguageEnglish

CategoryLetters

FormatDOC

Pages7

Reading Time3 min

AccessFree to download

PURCHASE AND SALE OF THE IMPROVEMENTS/LEASE OF LAND

PURCHASE PRICE

PRECONDITION TO PARTIES OBLIGATION

Purchaser's Contingency Period

Purchaser's Inspection

Termination

SELLER'S TITLE TO THE PROPERTY

Title Report

SELLER'S REPRESENTATIONS AND WARRANTIES

PURCHASE AND SALE AGREEMENT (Lease of Land and Sale of Improvements) DATED: BETWEEN: LEWIS & CLARK COLLEGE SELLER 0615 SW Palatine Hill Road Portland, OR 97219 AND: PURCHASER Seller desires to sell to Purchaser, and Purchaser desires to purchase from Seller, all of Seller's right title and interest in and to the improvements located on the real property commonly known as (the "Improvements") on the terms and conditions set forth in this Purchase and Sale Agreement (the "Agreement") and to lease to Purchaser the land described in Exhibit A (the "Land") pursuant to a Ground Lease. The Improvements and land are collectively referred to as the "Property." 1. PURCHASE AND SALE OF THE IMPROVEMENTS/LEASE OF LAND. Seller agrees to sell Seller's interest in and to the Improvements to Purchaser and Purchaser agrees to buy Seller's interest in and to the Improvements from Seller for the price and on the terms and conditions set forth below. In addition, Seller agrees to lease the Land to Purchaser and Purchaser agrees to lease the Land from Seller pursuant to the terms and conditions contained in the Seller's standard College Housing Program Ground Lease ("Ground Lease"). The covenants, conditions and representations described in the Ground Lease are incorporated in this Agreement by this reference and shall survive delivery and acceptance of the deed. 2. PURCHASE PRICE. 2.1 Total Purchase Price. Purchaser promises to pay Seller as the total purchase price for the Improvements the sum of $ . 2.2 Earnest Money Deposit. Upon the execution of this Agreement by Seller and Purchaser, Purchaser shall pay Seller $ as earnest money deposit ("Earnest Money"). 3. PRECONDITION TO PARTIES OBLIGATION. 3.1 Purchaser's Contingency Period. Purchaser shall have until to satisfy itself concerning the availability of financing for the acquisition of the Improvements. 3.2 Purchaser's Inspection. At Purchaser's expense, Purchaser may have the Property and all elements and systems inspected by one or more professionals of Purchaser's choice. Purchaser shall specifically identify in this Agreement any desired inspections which may include testing or removal of any portion of the Property due to the possible presence of any environmentally hazardous substance or condition. If an inspection shows a material defective condition in the Property, Purchaser may terminate the transaction by delivery to Seller of a written notice of Purchaser's disapproval of the inspection report by the date stated in Section 3.3. Purchaser understands that if Purchaser does not disapprove of an inspection report in writing within the time provided, that constitutes acceptance of the condition of the Property. 3.3 Termination. In the event Purchaser determines that satisfactory financing is unavailable or the inspection report is not satisfactory, Purchaser may, at any time on or before rescind this Agreement by giving written notice to Seller. This Agreement thereafter shall be null and void and neither party shall have any obligation to the other. 4. SELLER'S TITLE TO THE PROPERTY. 4.1 Title Report. As soon as practicable after the execution of this Agreement, Seller at its expense shall furnish to Purchaser a preliminary title report from First American Title Insurance Company of Oregon ("Title Company") showing its willingness to issue title insurance on the Improvements and the leasehold interests under the Ground Lease, together with full copies of all exceptions. Purchaser shall have ten (10) days after receipt of the preliminary title report and exceptions within which to notify Seller in writing of Purchaser's disapproval of any exceptions shown in the report, other than exceptions for any liens to be satisfied by Seller at Closing. In the event of such disapproval, Seller shall have until the Closing to eliminate any disapproved exception. Failure of Purchaser to disapprove any exception within the 10day period shall be deemed an approva

FAQs

What does the agreement cover in the transaction?

It covers the sale of the Improvements and the leasing of the land under a Ground Lease, with the Improvements and land collectively defined as the “Property.”

What is the Purchaser’s earnest money deposit requirement?

Upon execution of the agreement by both parties, the Purchaser must pay an earnest money deposit to the Seller, as specified in Section 2.2.

How can the Purchaser terminate the agreement?

The Purchaser may terminate if satisfactory financing is unavailable or if the inspection report is not satisfactory, by delivering written notice to the Seller within the stated time limits, after which the agreement becomes null and void.

Sep 2, 2026

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