Property Sale Agreement - Template, Sample Form Online Pro · US-law

REAL ESTATE PURCHASE AND SALE AGREEMENT

State of ________

RECITALS

A. This Real Estate Purchase and Sale Agreement (this "Agreement") is made and entered into effective as of ________ (the "Effective Date"), by and between the following party selling the Property (the "Seller"):

________
of
________

and the following party purchasing the Property (the "Buyer"):

________
of
________

The Seller and the Buyer are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

B. WHEREAS, the Seller is the owner of certain real property located at the following address:

________

which is more fully described by the following legal description:

________

and which is identified by the following parcel or tax identification number: ________;

C. WHEREAS, the Buyer wishes to purchase the aforementioned property, together with all buildings, improvements, and fixtures constructed or located on the property, and all easements and rights benefiting or appurtenant to the property, from the Seller;

NOW, THEREFORE, in consideration of the mutual covenants and obligations contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

I. PROPERTY DESCRIPTION.

1. The Seller hereby agrees to sell to the Buyer, and the Buyer hereby agrees to purchase from the Seller (the "Transaction"), all of the Seller's right, title, and interest in the real property (the "Property") located at the following address:

________

2. The Property has the following legal description:

________

3. The Transaction includes all of the Seller's right, title, and interest, if any, in and to all real estate, buildings, improvements, appurtenances, easements, and fixtures. Fixtures shall include all things that are embedded in the land or attached to any buildings and cannot be removed without damage to the Property.

4. In addition to the real property, the following items of personal property shall be included in the sale:

________

5. The following currently existing fixtures on the Property shall be excluded from the sale:

________

II. PURCHASE PRICE.

6. The Buyer shall pay to the Seller the following purchase price (the "Purchase Price"): $________ (________).

7. Concurrent with the execution of this Agreement, the Buyer shall deposit with the Seller's escrow agent an earnest money deposit (the "Deposit") in the amount of $________ (________), the receipt of which is hereby acknowledged, as earnest money and partial payment of the consideration under this Agreement, to be held in escrow pursuant to this Agreement. If the Transaction is consummated pursuant to the terms of this Agreement, the Deposit shall be credited toward the Purchase Price at the Closing.

8. If the Closing does not occur through the fault or election of the Buyer on or before ________, the Deposit shall be disbursed in accordance with Article XV. If the Closing does not occur through the fault or election of the Seller, or due to circumstances outside of the Buyer's control, the Deposit shall be returned to the Buyer.

9. The remainder of the Purchase Price (the "Closing Balance") is $________ (________) and shall be due upon delivery of the general warranty deed to the Buyer at the Closing.

10. The Closing Balance is subject to adjustment based on the prorations, credits, and other adjustments provided for in this Agreement.

11. Unless otherwise stated in this Agreement, all payments shall be made in funds immediately available to the Seller by one of the following methods:

________

III. PRORATIONS.

12. All general and special real estate taxes and assessments shall be prorated by the escrow agent as of the date the deed is filed for record, using the rate and valuation shown on the last available tax duplicate.

13. If the proration does not fully reimburse the Buyer for all real estate taxes and assessments accrued and unpaid with respect to the Property as of the date of transfer of title, the Seller shall promptly reimburse the Buyer for the amount of such accrual in excess of the proration credit upon the official certification of the real estate tax duplicate for the year in which transfer of title occurs.

14. There shall be no proration of utilities. The Seller shall cause the meters to be read for water, electricity, gas, and other utilities, if any, as of the date of delivery of possession, and shall pay all utility charges to the date of the readings, after which the charges shall accrue to the Buyer. The sum of $________ shall be held in escrow as security for the payment of utilities until the Seller deposits into escrow the receipts evidencing such payment.

IV. DISCLOSURES.

15. The Seller shall provide the Buyer with all disclosures, and signed disclosure forms, as required by applicable federal and state law, including, where applicable, the lead-based paint disclosure required by 42 U.S.C. § 4852d and 24 C.F.R. Part 35 for residential dwellings constructed prior to 1978, and any property condition disclosure required under the law of the State of ________.

16. The Seller shall also disclose to the Buyer in writing any defects in the Property known to the Seller that materially affect the value or quiet enjoyment of the Property.

17. The Seller is required to make the following specific disclosures to the Buyer in writing:

________

18. The Buyer's obligations under this Agreement are contingent upon the Buyer's review and approval of all required Seller disclosures and reports, including any preliminary title report.

V. ASSUMPTION OF LOAN.

19. To the extent applicable and permitted by the holder thereof, the Buyer shall assume the Seller's existing mortgage (the "Mortgage") owed to the following lender: ________, dated ________, having a present balance of $________ (________).

20. The Buyer agrees to assume and pay the Mortgage in accordance with its terms for all payments due after the Closing, subject to the consent of the lender where required.

21. All fees associated with the transfer or assumption of the Mortgage shall be paid by the Buyer.

VI. FINANCING CONTINGENCY.

22. The Buyer's obligations under this Agreement are contingent upon the Buyer's ability to obtain a firm commitment for a mortgage loan within a reasonable period of time, but not later than ________.

23. The mortgage loan obtained by the Buyer must be in the amount of at least $________ (________), with a term of at least ________ years and an interest rate not exceeding ________%.

24. If the Buyer is unable to obtain such commitment within the time specified herein, the Buyer must notify the Seller in writing, and this Agreement shall be terminated and all amounts paid by the Buyer hereunder shall be returned to the Buyer.

25. The Buyer's obligations under this Agreement are also contingent upon an appraisal of the Property equal to or exceeding the Purchase Price.

VII. SALE OF OTHER PROPERTY CONTINGENCY.

26. The Buyer's obligations under this Agreement are contingent upon the Buyer's sale and closing of the Buyer's property located at the following address on or before ________:

________

VIII. SELLER'S REPRESENTATIONS AND WARRANTIES.

27. The Seller represents and warrants the following:

a. The Seller is the sole owner of record of the Property and has full right, power, and authority to sell, convey, and transfer the Property.

b. The Seller will convey to the Buyer good and marketable title to the Property by delivering to the Buyer a valid general warranty deed.

c. The Property and its present use are not in violation of any governmental rules, codes, permits, regulations, or limitations, and the Seller will not permit anything to be done on or about the Property between the signing of this Agreement and the Closing that would result in any such violation.

d. Any and all mortgage liens on the Property will have been released on or before the date of the Closing.

e. The Seller shall immediately communicate and inform the Buyer should any proceeding in any bankruptcy court arise against the Seller.

f. The Seller shall maintain the current insurance policy on the Property until the Closing.

g. The Seller will notify the Buyer immediately of any matters that may impact the Property, including, but not limited to, attachments, liens, and any notices of zoning matters.

h. Any material alterations, additions, or improvements to the Property have been made pursuant to and in accordance with the necessary and required filings, permits, authorizations, and/or consents.

i. The Seller is not a "foreign person" within the meaning of Section 1445 of the Internal Revenue Code, and shall deliver at Closing a certification of non-foreign status to avoid withholding under the Foreign Investment in Real Property Tax Act (FIRPTA).

IX. INSPECTION.

28. The Buyer's obligations under this Agreement are contingent upon the Buyer's inspection of the Property.

29. The Buyer may use any qualified and certified inspectors of the Buyer's choice, at the Buyer's expense.

30. The Seller shall cooperate in making the Property reasonably available for the Buyer's inspection.

31. If the Buyer is not, in good faith, satisfied with the condition of the Property after any inspection thereof, the Buyer shall deliver to the Seller a written request that the Seller fix or remedy any unsatisfactory conditions.

32. If the Buyer and the Seller are unable to reach an agreement regarding fixing or remedying the unsatisfactory conditions on or before ________, the Buyer shall have the right to terminate this Agreement and be refunded any amounts previously paid under this Agreement.

X. TITLE INSURANCE.

33. As a condition to the Closing, the Buyer shall obtain, at the Buyer's expense, a title insurance policy (the "Title Policy") issued by a title insurance company selected by the Buyer that is authorized to do business in the State of ________ (the "Title Company"), subject only to:

a. Any and all restrictions, limitations, regulations, ordinances, and/or laws imposed by any governmental authority and any and all provisions of any governmental restrictions, limitations, regulations, ordinances, or public laws.

b. Any liens for real property taxes or assessments created or attaching between the date of the Title Policy and the date the deed or instrument of transfer is recorded.

c. Any material defect, lien, or encumbrance created, suffered, assumed, or known by the Buyer.

d. Any rights of eminent domain.

e. Any claim under bankruptcy or other creditor's rights laws that the transfer is a fraudulent conveyance.

34. Promptly after the Effective Date, the Buyer shall order a preliminary title report from the Title Company, with a special tax search included, in the form of a commitment to issue the required title policy requested by the Buyer (the "Title Report").

35. Within seven (7) days of receiving the Title Report, the Buyer shall forward a copy of the report to the Seller and shall notify the Seller of any restrictions, reservations, limitations, easements, and conditions of record (the "Title Defects") disclosed in the report or otherwise known to the Buyer.

36. The Seller shall have thirty (30) days after receipt of the Buyer's objections, or until the Closing Date, whichever comes first, to correct or address the objections.

37. If the Seller fails to correct or address the objections within the specified time period, the Buyer shall have the right to terminate this Agreement and be refunded any amounts previously paid under this Agreement.

38. On the Closing Date, the escrow agent shall notify the Parties whether the Title Company can issue its title guaranty or title insurance showing as exceptions only those items in the Title Report to which the Buyer did not object.

39. If the escrow agent notifies the Parties that the Title Company will issue such title guaranty, this Transaction shall be consummated in accordance with the terms and provisions of this Agreement.

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41. If the Buyer waives the Title Defects preventing the issuance of the title guaranty by notifying the Title Company and the escrow agent, or if the Seller has cured the Title Defects, the obligations of the Parties shall not be affected thereby.

XI. CLOSING.

42. The closing of the Transaction (the "Closing") shall occur on ________ and shall take place at the following address, unless otherwise agreed upon by mutual consent of the Parties:

________

43. The Buyer has the right to make a final inspection of the Property prior to the Closing.

44. At the Closing, the Seller shall deliver to the Buyer the following:

a. A general warranty deed conveying to the Buyer title to the Property, duly executed and acknowledged by the Seller.

b. A certificate from the Seller certifying that the Seller's representations and warranties in this Agreement are true and correct as of the date of the Closing.

c. Such affidavits or other evidence as the Title Company shall reasonably require for its title insurance policy.

d. All keys to doors and mailboxes, codes to any locks, and owner's manuals for appliances and fixtures.

e. A certification of non-foreign status pursuant to Section 1445 of the Internal Revenue Code.

f. Any other documents, certificates, notices, affidavits, or statements required by this Agreement, the Title Company, the escrow agent (if any), or law to complete the Transaction.

45. At the Closing, the Buyer shall deliver to the Seller the following:

a. The full amount of the Closing Balance, if not already paid, as adjusted by any prorations, credits, or provisions made in this Agreement.

b. Such affidavits or other evidence as the Title Company shall reasonably require for its title insurance policy.

c. Any other documents, certificates, notices, or statements required by this Agreement, the Title Company, the escrow agent (if any), or law to complete the Transaction.

46. On or before the Closing, the Buyer shall pay:

a. All escrow or closing fees.

b. All transfer taxes and conveyance fees.

c. All costs related to the preparation of the deed.

d. All broker commissions or fees.

e. Any property gains tax, as required by federal or state law.

47. The Buyer shall pay all costs of releasing any mortgage, financing statement, or other debt security.

48. The Closing may be extended for an additional ________ days if the Buyer's lender requires additional documentation or information. Any such delay in the Closing shall not be deemed the fault of the Buyer.

XII. RISK OF LOSS.

49. The Seller assumes the risk of loss or damage by fire, natural disaster, or other casualty to the Property until the Closing.

50. In the event that all or a portion of the Property is destroyed or otherwise materially damaged prior to the Closing, the Buyer shall have the option to complete the Transaction and receive any insurance proceeds payable, or to terminate this Agreement and be refunded any amounts previously paid under this Agreement.

51. The Buyer shall assume the risk of loss after record title to the Property is transferred to the Buyer.

52. There shall be no proration of insurance. The Seller shall retain the Seller's insurance until record title is transferred to the Buyer, and the Buyer shall procure the Buyer's own policies of insurance to be effective from and after the date title to the Property is transferred to the Buyer.

XIII. POSSESSION OF THE PROPERTY.

53. The Seller shall deliver exclusive possession of the Property to the Buyer on ________.

XIV. BUYER'S LIEN.

54. All sums paid on account of this Agreement and the reasonable expenses related to the examination of title are hereby made a lien upon the Property, but such lien shall not continue after default by the Buyer hereunder.

XV. DEFAULT.

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56. In the event that the Seller defaults in the performance of any of the terms, conditions, covenants, or obligations under this Agreement, the Buyer shall be entitled to a full refund of any and all sums paid under this Agreement, and may pursue any other remedy available at law or in equity, including specific performance.

XVI. ATTORNEY'S FEES.

57. In the event that any dispute arises with respect to the interpretation or enforcement of this Agreement, the prevailing Party shall be entitled to recover from the other Party its reasonable attorney's fees and costs incurred in connection with such dispute.

58. This provision shall apply to any and all proceedings, including but not limited to litigation, arbitration, and any appeals thereof.

XVII. TIME OF THE ESSENCE.

59. Time is of the essence in this Agreement and with respect to each and every term, condition, covenant, and obligation set forth herein. All time periods, deadlines, and dates specified in this Agreement shall be strictly observed and adhered to by the Parties.

XVIII. ACCEPTANCE OF DEED.

60. The delivery and acceptance of the deed herein described shall be deemed to constitute full compliance with all the terms, conditions, covenants, and representations contained herein, or made in connection with the Transaction, except as may herein be expressly provided and except for the warranties of title.

XIX. BANKRUPTCY.

61. In the event a bankruptcy petition is filed naming the Seller as a debtor under the United States Bankruptcy Code (Title 11 of the United States Code), between the signing of this Agreement and the Closing, then this Agreement shall be terminated and the Buyer shall be entitled to a full refund of any and all sums paid under this Agreement, subject to any applicable order of the bankruptcy court.

XX. ASSIGNMENT.

62. No Party shall have the right to transfer or assign, in whole or in part, any or all of their obligations and rights hereunder without the prior written consent of the other Party.

63. Subject to the foregoing, the rights and obligations of the Parties shall inure to the benefit of and be binding upon their respective successors in interest, heirs, and assigns.

XXI. ENTIRE AGREEMENT.

64. This Agreement contains the entire agreement of the Parties, and there are no other promises or conditions in any other agreement, whether oral or written, concerning the subject matter of this Agreement.

65. This Agreement supersedes any prior written or oral agreements between the Parties.

XXII. SEVERABILITY.

66. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable.

67. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

XXIII. AMENDMENT.

68. This Agreement may be modified or amended only in writing, if the writing is signed by the Party obligated under the amendment.

XXIV. GOVERNING LAW AND VENUE.

69. This Agreement shall be governed by and construed in accordance with the laws of the State of ________, without regard to its conflict-of-laws principles. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in ________ County, State of ________, for any action arising out of or relating to this Agreement.

XXV. NOTICE.

70. Any notice or communication required or permitted under this Agreement shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph of this Agreement, or to such other address as one Party may have furnished to the other in writing.

XXVI. WAIVER OF CONTRACTUAL RIGHTS.

71. The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that Party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.

XXVII. COUNTERPARTS AND ELECTRONIC SIGNATURES.

72. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted electronically or by facsimile, and electronic signatures, shall be valid and binding to the same extent as original signatures, in accordance with the Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 et seq.) and any applicable state Uniform Electronic Transactions Act.

IN WITNESS WHEREOF, the Parties hereto, individually, or by their duly authorized representatives, have executed this Agreement as of the first date written above.

EXECUTION:

_________________________________
________, Seller

Date: ________

_________________________________
________, Buyer

Date: ________

ACKNOWLEDGMENT

State of ________
County of ________

On this ________, before me, the undersigned notary public, personally appeared ________, proved to me through satisfactory evidence of identification to be the person(s) whose name(s) is/are signed on the foregoing instrument, and acknowledged that they executed the same voluntarily for its stated purpose.

_________________________________
Notary Public
My commission expires: ________