An all-cash purchase of a Kent Valley industrial building by the business that will occupy it, with the seller leasing it back until June 2027. Every deadline in the agreement, the clause it comes from, and who owns it.
Purchase price. Statutory warranty deed, no financing contingency.
By wire, held by the closing agent. At risk from September 18.
Plus 7 clocks that start off an event, like a casualty or a title objection.
Feasibility, title objections and the lease form all land on the same Friday.
| Date | What is due | Owner | Reference |
|---|---|---|---|
| Fri Aug 28Day 0 | Mutual acceptance. Escrow opened and title ordered the same day. Every date below counts from today. Opening escrow is not a contract deadline; it went in on day one so the wire can go out in time. | Done | Sec. 21 |
| Wed Sep 25:00 pm Pacific | $235,000 earnest money wired to the closing agent. Three days after mutual acceptance, and short periods skip weekends, so it lands Wednesday rather than Monday. Confirm wire details with escrow by voice before sending. | Buyer | Sec. 5, 40 |
| Wed Sep 25:00 pm Pacific | Seller delivers the due diligence package: three years of tax, assessment and utility statements plus year to date, vendor contracts, leases, environmental reports, surveys, plans and permits. A data room counts. | Seller | Sec. 24(a) |
| Fri Sep 18Outside date | Buyer's title objections due: 20 days after the preliminary commitment, or the feasibility date if earlier. Unless the commitment arrived by August 29, September 18 governs. | Buyer | Sec. 23(b) |
| Fri Sep 185:00 pm Pacific | Feasibility deadline. Buyer must send written notice to keep the deal alive. On this form, silence terminates the agreement and refunds the earnest money. It does not extend it. | Buyer | Sec. 6, 24 |
| Fri Sep 18Same deadline | NNN leaseback form agreed and the tenant entity approved. The full lease signs at closing; no agreed form by this date and Buyer can walk under feasibility. | Both | Add. ¶1, ¶3 |
| Fri Oct 232 business days out | Seller delivers an updated rent roll so escrow can prepare the settlement statement. The practical date to confirm tax, insurance, utility and operating-expense prorations. | Seller | Sec. 29 |
| Tue Oct 2712:00 noon Pacific | Closing. Documents and funds with escrow by noon. Statutory warranty deed. Seller pays the standard owner's policy, Buyer any extended coverage and survey, escrow split evenly, excise tax per statute. | Both | Sec. 7, 28, 29 |
This form works the opposite way from most. If Buyer gives written notice before 5:00 pm that feasibility is satisfied, the deal proceeds and the $235,000 goes at risk, apart from the title, casualty and seller-default outs. If Buyer says nothing, the agreement terminates and the deposit comes back. Silence ends the deal. It does not extend it.
Periods of five days or fewer skip Saturdays, Sundays and Washington legal holidays. Longer periods are calendar days. Each starts the day after its trigger, expires at 5:00 pm Pacific and rolls forward off a weekend or holiday. Closing is set by date, so noon on October 27 holds regardless. Time is of the essence.
| Trigger | What happens next | Clock |
|---|---|---|
| Commitment received | Buyer objects to anything in the title report. | 20 days or feasibility |
| Buyer objects | Seller says in writing it will clear every item, or the deal ends and the deposit is refunded net of costs. | 5 days |
| Seller declines an item | Buyer waives it or the deal terminates. | 3 days |
| Supplemental report | Buyer objects to new matters, Seller responds, closing extends to fit. | 3, then 2 |
Leaseback rent a month, NNN, due the first. Tenant carries taxes, insurance, utilities and all operating and maintenance cost, including HVAC, systems and the non-structural roof. Landlord covers structure only.
| Trigger | What happens next | Clock |
|---|---|---|
| Casualty or condemnation | Buyer may terminate and recover the earnest money. Material means above the lesser of $100,000 or 5% of price. | 10 days after notice |
| A representation proves untrue | The discovering party gives notice. Buyer may terminate within 5 days and closing extends up to 5. Other remedies survive if Seller knew. | 5 days |
| The agreement terminates | Buyer returns everything Seller provided, plus its own non-privileged reports, inspections, appraisals and surveys. | 10 days after request |
| Date | What it is | Reference |
|---|---|---|
| Mon Dec 28, 202660 days out | If Seller fails to close, the last day Buyer can sue to enforce the sale. | Sec. 42(b) |
| Mon Apr 26, 2027180 days out | Last day either side can ask to adjust the closing prorations. After that they are final. | Sec. 30 |
| Wed Jun 30, 2027Lease expiry | Leaseback ends and Buyer moves in. Holdover is 150% of base rent plus damages. | Add. ¶2, ¶4 |
| Tue Jul 27, 20279 months out | Representations and warranties expire. Claims must exceed $25,000 and are capped at $250,000, fraud excepted. | Sec. 36 |
| Buyer | Principals of a regional mechanical contractor, buying for its own use | through buyer broker |
| Seller | A single-asset Washington LLC, contact through the listing broker | via listing broker |
| Buyer broker | Jordan Reyes, Pike Street Commercial | (206) 555-0147 |
| Listing broker | Sam Whitfield, Puget Commercial Group | (253) 555-0190 |
| Closing agent | Independent escrow; also holds the earnest money | Escrow officer |
| Title | National title insurer; commitment and owner's policy | Title officer |
Notices count only when they reach both the party and that party's broker. Section 19 leaves the buyer and seller emails blank, so those need filling in. Every dated deadline also ships as a calendar file, with a reminder three days out and another on the day.