Valid in all U.S. states
This Land Purchase and Sale Agreement (this "Agreement") is made and entered into as of _______ (the "Effective Date"), by and between:
SELLER: _______, an individual, with a mailing address of _______.
SELLER: _______, a _______ organized under the laws of the State of _______, with a principal address of _______.
BUYER: _______, an individual, with a mailing address of _______.
BUYER: _______, a _______ organized under the laws of the State of _______, with a principal address of _______.
WHEREAS, Seller is the owner of that certain real property located in _______ County, State of _______, commonly known as _______ and more particularly described herein (the "Property"); and
WHEREAS, Seller desires to sell the Property to Buyer, and Buyer desires to purchase the Property from Seller, on the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
Seller agrees to sell and convey to Buyer, and Buyer agrees to purchase from Seller, the real property with the common address of _______, _______, _______ _______, with Assessor's Parcel Number _______, and legally described as follows:
_______
together with all rights, privileges, easements, and appurtenances thereto (collectively, the "Property").
The sale shall also include the following personal property: _______.
4.1. Purchase Price. The total purchase price for the Property is $_______ ("Purchase Price").
4.2. Earnest Money. Buyer shall deposit the sum of $_______ ("Earnest Money") with _______, located at _______ ("Escrow Agent"), within _______ business days after the Effective Date. The Earnest Money shall be applied to the Purchase Price at Closing.
4.3. Payment of Balance. The balance of the Purchase Price, less the Earnest Money and any other credits, shall be paid by Buyer in cash, by wire transfer, or by certified check at Closing.
4.3. Financing Contingency. This Agreement is contingent upon Buyer obtaining a loan commitment for a loan in the principal amount of at least $_______ within _______ calendar days from the Effective Date (the "Financing Period"). If Buyer is unable to secure such commitment within the Financing Period after a good faith effort, Buyer may terminate this Agreement by providing written notice to Seller, and the Earnest Money shall be returned to Buyer.
4.4. Payment of Balance. The balance of the Purchase Price, less the Earnest Money and any other credits, shall be paid by Buyer from loan proceeds and Buyer's own funds at Closing.
Buyer shall have a period of _______ calendar days from the Effective Date (the "Due Diligence Period") to conduct, at its own expense, any and all inspections, tests, and investigations of the Property it deems necessary, including but not limited to, environmental assessments, soil tests, surveys, and zoning and land use inquiries. Seller grants Buyer and its agents reasonable access to the Property for such purposes. If Buyer, in its sole and absolute discretion, is not satisfied with the results of its due diligence, Buyer may terminate this Agreement by providing written notice to Seller on or before the expiration of the Due Diligence Period, and the Earnest Money shall be immediately refunded to Buyer.
Buyer shall have a period of _______ calendar days from the Effective Date (the "Due Diligence Period") to conduct inspections. If Buyer's inspections reveal defects, Buyer shall deliver a written notice of objections to Seller prior to the expiration of the Due Diligence Period. Seller shall have a reasonable time to cure such objections. If the parties cannot agree on a resolution, Buyer may terminate this Agreement by providing written notice to Seller, and the Earnest Money shall be immediately refunded to Buyer.
6.1. Seller's Representations. Seller represents and warrants that: (a) Seller has full power and authority to enter into and perform this Agreement; (b) the execution and delivery of this Agreement will not violate any other agreement to which Seller is a party; and (c) there are no pending or threatened legal actions affecting the Property.
6.2. Specific Warranties. In addition to the above, Seller makes the following specific warranties: _______
6.2. "AS-IS" CONDITION. EXCEPT AS EXPRESSLY STATED HEREIN, THE PROPERTY IS BEING SOLD "AS IS, WHERE IS, WITH ALL FAULTS", AND SELLER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE CONDITION OF THE PROPERTY, ITS FITNESS FOR ANY PARTICULAR PURPOSE, OR COMPLIANCE WITH ANY LAWS. BUYER ACKNOWLEDGES THAT IT IS RELYING SOLELY ON ITS OWN DUE DILIGENCE.
7.1. Title Commitment. Within _______ days after the Effective Date, Seller shall cause a title insurance company to issue and deliver to Buyer a commitment for an owner's policy of title insurance on the Property, showing marketable title in Seller, subject only to standard exceptions ("Title Commitment").
7.2. Buyer's Objections. Buyer shall have _______ days from receipt of the Title Commitment and survey to provide Seller with written objections to any title matters. Seller shall have a reasonable time to cure such objections. If they cannot be cured, Buyer may terminate this Agreement and receive a refund of the Earnest Money.
7.3. Title Policy. At Closing, _______ shall pay for a standard owner's policy of title insurance in the amount of the Purchase Price.
7.4. Survey. Buyer shall obtain a new boundary survey of the Property. The cost of the survey shall be paid by _______.
The closing of the transaction contemplated by this Agreement (the "Closing") shall take place on or before _______ (the "Closing Date"), at the offices of the Escrow Agent or such other location as the parties may mutually agree. At Closing, Seller shall deliver a duly executed deed conveying the Property to Buyer, and Buyer shall pay the balance of the Purchase Price.
9.1. Prorations. Real property taxes, assessments, and any applicable association dues shall be prorated between Seller and Buyer as of the Closing Date.
9.2. Closing Costs. Escrow fees shall be paid by _______. Transfer taxes shall be paid by _______. Each party shall pay its own attorney's fees.
10.1. Buyer's Default. If Buyer defaults in its obligations hereunder, Seller's sole and exclusive remedy shall be to terminate this Agreement and retain the Earnest Money as liquidated damages, and not as a penalty.
10.1. Buyer's Default. If Buyer defaults in its obligations hereunder, Seller may, at its option, terminate this Agreement and retain the Earnest Money, or pursue any other remedy available at law or in equity, including an action for specific performance.
10.2. Seller's Default. If Seller defaults in its obligations hereunder, Buyer may, as its remedy, _______.
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This Agreement shall be governed by and construed in accordance with the laws of the State of _______. The exclusive jurisdiction and venue for any action arising out of this Agreement shall be the state and federal courts located in _______ County, _______.
Any dispute arising under this Agreement shall be resolved by litigation in a court of competent jurisdiction.
The parties agree to first attempt to resolve any dispute arising under this Agreement through good faith mediation. If mediation is unsuccessful, the dispute shall be resolved by litigation in a court of competent jurisdiction.
Any dispute arising under this Agreement shall be settled by binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall take place in _______, _______, and the judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given if delivered by _______ to the addresses of the parties first set forth above.
Buyer may assign its rights under this Agreement without the prior written consent of Seller.
Buyer may not assign its rights under this Agreement without the prior written consent of Seller, which consent shall not be unreasonably withheld.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
SELLER:
______________________________
By: _______
SELLER:
_______
______________________________
By: __________________________
Name: ________________________
Title: _________________________
BUYER:
______________________________
By: _______
BUYER:
_______
______________________________
By: __________________________
Name: ________________________
Title: _________________________
