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Small
Business Home >> Useful
Standard Legal Documents >>
Contract For Purchase and Sale
PARTIES: ____________________(1)_____________________________,
as "Seller", of ______________(2)_________________,
Phone: ______________(3)_________________ and ______________(4)___________________
as "Buyer" of _______________(5)_______________, Phone:
_______(6)__________, hereby agree that the Seller shall sell
and Buyer shall buy the
I. DESCRIPTION:
a) Legal description of real estate ("Property")
located in _______(7)________ County, _______(8)_________:
b) Street address, if any, of the Property being conveyed
is:
c) Personal property including all buildings and improvements
on the property and all right, title and interest of Seller
in and to adjacent streets, roads, alleys and rights-of-way,
and:
II. PURCHASE PRICE $_______(9)______
PAYMENT:
a) Cash Deposit(s) to be held in escrow by _____________(10)________________
in the amount of $______(11)______ and promissory note to
be held in same escrow as additional earnest Buyer's default
in the amount of $______(12)______
b) Subject to assumption of Mortgage in favor or ________(13)__________
bearing interest at ___(14)____% per annum and payable as
to principal and interest $_____(15)______ per month, having
an approximate present principal balance of $______(16)______
c) Purchase money mortgage and note bearing interest at ___(17)___%
on terms set forth herein below, in the principal amount of
$______(18)______
d) Other: ________(19)______________________________ $______(20)______
e) Balance to close, (U.S. Cash, certified or cashier's check)
subject to adjustments and prorations $______(21)______
TOTAL $______(22)______
f) All funds held in escrow shall be placed in an interest
bearing account at the direction of Buyer, with interest accruing
to the benefit of Buyer and either applied toward the purchase
price at closing or returned to Buyer in the event and for
any reason the transaction does not close.
III. FINANCING: If the purchase price or any part thereof
is to be financed by a third party loan, this Contract for
Sale and Purchase ("Contract"), is conditioned upon
the Buyer obtaining a firm commitment for said loan within
___(23)__ days from the date hereof, at an interest rate not
to exceed _(24)_ percent (____%); of __(25)__ years; and in
the principal amount of $_______(26)_______. Buyer agrees
to make application for, and to use reasonable diligence to
obtain said loan. Should Buyer fail to obtain same or to waive
Buyer's rights hereunder within said time, Buyer may cancel
Contract.
IV. TITLE EVIDENCE: Within twenty (20) days from the date
of Contract, Seller shall, at his expense, deliver to Buyer
or his attorney, in accordance with Paragraph XI, a title
insurance commitment with fee owner's title policy premium
to be paid by Seller at closing.
V. TIME FOR ACCEPTANCE AND EFFECTIVE DATE: If this offer
is not executed by both of the parties hereto on or before
____(27)_____, the aforesaid deposit(s) shall be, at the option
of the Buyer, returned to him and this offer shall thereafter
be null and void. The date of Contract ("Effective Date")
shall be the date when the last one of the Seller and Buyer
has signed this offer.
VI. CLOSING DATE: This transaction shall be closed and the
deed and other closing papers delivered on the __(28)__ day
of _____(29)______, 19_(30)_, unless extended by other provisions
of Contract, or by written agreement of the Parties.
VII. RESTRICTIONS, EASEMENTS, LIMITATIONS: The Buyer shall
take title subject only to: Zoning, restrictions, prohibitions
and other requirements imposed by governmental authority;
Restrictions and matters appearing on the plat or otherwise
common to the subdivision; Public utility easements of record;
Taxes for year of closing and subsequent years, assumed mortgages
and purchase money mortgages, if any; other: ______(31)_____________________________
provided, however, that none of the foregoing shall prevent
use of the property for the purpose of ________(32)__________.
VIII. OCCUPANCY: Seller represents that there are no parties
in occupancy other than Seller, but if Property is intended
to be rented or occupied beyond closing, the fact and terms
thereof shall be stated herein, and the tenant(s) shall be
disclosed pursuant to Paragraph XVII. Seller agrees to deliver
occupancy of Property at time of closing unless otherwise
specified below.
IX. ASSIGNABILITY: Buyer may assign this Contract.
X. TYPEWRITTEN OR HANDWRITTEN PROVISIONS: Typewritten or
handwritten provisions inserted herein or attached hereto
as Addenda shall control all printed provisions in conflict
therewith.
XI. EVIDENCE OF TITLE: Within twenty (20) days from the date
hereof, Seller, at Seller's sole cost and expense, shall cause
a title insurance company mutually acceptable to the Parties
("Title Company") to issue and deliver to Buyer
an ALTA Form B title commitment ("Title Commitment")
accompanied by one copy of all documents affecting the Property,
and which constitute exceptions to the Title Commitment. Buyer
shall give Seller written notice on or before twenty (20)
days from the date of receipt of the Title Commitment, if
the condition of title as set forth in such Title Commitment
and survey is not satisfactory in Buyer's sole discretion.
In the event that the condition of title is not acceptable,
Buyer shall state which exceptions to the Title Commitment
are unacceptable. Seller shall, at its sole cost and expense
promptly undertake and use its best efforts to eliminate or
modify all unacceptable matters to the reasonable satisfaction
of Buyer. In the event Seller is unable with the exercise
of due diligence to satisfy said objections within thirty
(30) days after said notice, Buyer may, at its option: (i)
extend the time period for Seller to satisfy said objections,
(ii) accept title subject to the objections raised by Buyer,
without an adjustment in the purchase price, in which event
said objections shall be deemed to be waived for all purposes,
or (iii) rescind this Agreement, whereupon the deposit described
herein shall be returned to Buyer and this Agreement shall
be of no further force and effect.
XII. EXISTING MORTGAGES TO BE ASSUMED: Seller shall furnish
to Buyer within twenty (20) days from execution hereof a statement
from all mortgagee(s) setting forth principal balance, method
of payment, interest rate and whether the mortgage(s) is in
good standing. If a mortgage requires approval of the Buyer
by the mortgagee in order to avoid default, or for assumption
by the Buyer of said mortgage, and:
a) the mortgagee does not approve the Buyer, the Buyer may
rescind the contract, or
b) the mortgagee requires an increase in the interest rate
or charges a fee for any reason in excess of $500.00, the
Buyer may rescind the Contract unless Seller elects to pay
such increase or excess. Seller and Buyer each shall pay 50%
of any such fee. Buyer shall use reasonable diligence to obtain
approval. The amount of any escrow deposits held by mortgagee
shall be credited to Seller.
XIII. PURCHASE MONEY MORTGAGES: The purchase money note and
mortgage, if any, shall provide for a thirty (30) day grace
period in the event of default if it is a first mortgage and
a 15 day grace period in the event of default if a second
mortgage; shall provide for right of prepayment in whole or
in part without penalty; shall be assumable and shall not
provide for acceleration or interest adjustment in event of
resale of the Property. Said mortgage shall require the owner
of the encumbered Property to keep all prior liens and encumbrances
in good standing.
XIV. CURRENT SURVEY: Within fifteen (15) days from the date
hereof, Seller, at Seller's sole cost and expense, shall furnish
a current survey of the Property prepared and certified by
a duly registered Land Surveyor. The survey as to the Property
shall:
a) Set forth an accurate legal description; and
b) Locate all existing easements and rights-of-way (setting
forth the book and page number of the recorded instruments
creating the same), alleys, streets, and
c) Show any encroachments; and
d) Show all existing improvements (such as buildings, power
lines, fences, etc.); and
e) Show all dedicated public streets provided access and
whether such access is paved to the property line; and
f) Show the location of any easements necessary for the furnishing
of off-site improvements; and
g) Be certified to the Seller, the Buyer, the Title Company
and any lender that may be involved in the transaction.
In the event the survey or the recertification thereof shows
any encroachments of any improvements upon, from, or onto
the Property, or on or between any building set-back line,
a property line, or any easement, except those acceptable
to Buyer, in Buyer's sole discretion, said encroachment shall
be treated in the same manner as a title defect under the
procedure set forth of notice thereof with
XV. TERMITES: The Buyer, within time allowed for delivery
of evidence of title and examination thereof, or no later
than ten (10) days prior to closing, whichever date occurs
last, may have the improvements inspected at Buyer's expense
by a certified pest control operator to determine whether
there is any visible active termite infestation or visible
existing damage from termite infestation in the improvements.
If Buyer is informed of either or both of the foregoing, Buyer
will have ten (10) days from date of notice thereof within
which to have all damages, whether visible or not, inspected
and estimated by a licensed building or general contractor.
Seller shall pay valid costs for treatment and repair of all
damage up to 1 1/2% of Purchase Price. Should such costs exceed
that amount, Buyer shall have the option of cancelling Contract
within five (5) days after receipt of contractor's repair
estimate by giving written notice to Seller, or Buyer may
elect to proceed with the transaction, in which event Buyer
shall receive a credit at closing of an amount equal to 1
1/2% of said Purchase Price. "Termites" shall be
deemed to include all wood destroying organisms.
XVI. INGRESS AND EGRESS: Seller warrants that there is ingress
and egress to the Property sufficient for the intended use
as described in Paragraph VII hereof the title to which is
in accordance with Paragraph XI above.
XVII. LEASES: Seller shall, not less than fifteen (15) days
prior to closing, furnish to Buyer copies of all written leases
and estoppel letters from each tenant (if any) specifying
the nature and duration of said tenant's occupancy, rental
rates and advanced rent and security deposits paid by tenant.
In the event Seller is unable to obtain such letter from each
tenant, the same information shall be furnished by Seller
to Buyer within said time period in the form of a Seller's
affidavit, and Buyer may thereafter contact tenants to confirm
such information. Seller shall deliver and assign all original
leases to Buyer at closing.
XVIII. LIENS: Seller shall, both as to the Property and personalty
being sold hereunder, furnish to Buyer at time of closing
an affidavit attesting to the absence, unless otherwise provided
for herein, of any financing statements, claims of lien or
potential lienors known to Seller and further attesting that
there have been no improvements to the Property for ninety
(90) days immediately preceding date of closing. If the property
has been improved within said time, Seller shall deliver releases
or waivers of all mechanic's liens, executed by general contractors,
subcontractors, suppliers, and materialmen, in addition to
Seller's lien affidavit setting forth the names of all such
general contractors, subcontractors, suppliers and materialmen
and further reciting that, in fact, all bills for work to
the Property which could serve as a basis for a mechanic's
lien have been paid or will be paid at closing.
XIX. PLACE OF CLOSING: Closing shall be held in the county
wherein the Property is located, at the office of the attorney
or other closing agent designated by Buyer; provided, however,
that if a portion of the purchase price is to be derived from
an institutional mortgagee, the requirements of said mortgagee
as to time of day, place and procedures for closing, and for
disbursement of mortgage process, shall control, anything
in this contract to the contrary notwithstanding.
XX. TIME: Time is of the essence of this Contract. Any reference
herein to time periods of less than six (6) days shall in
the computation thereof, exclude Saturdays, Sundays and legal
holidays, and any time period provided for herein which shall
end on a Saturday, Sunday or legal holiday shall extend to
5:00 p.m. of the next business day.
XXI. DOCUMENTS FOR CLOSING: Seller shall furnish deed, closing
statement, mechanic's lien affidavit, assignments of leases,
and any corrective instruments that may be required in connection
with perfecting the title. Buyer shall furnish mortgage, mortgage
note, security agreement, and financing statement.
XXII.EXPENSES: State documentary stamps which are required
to be affixed to the instrument of conveyance, intangible
tax on and recording of purchase money mortgage to Seller,
and cost of recording any corrective instruments shall be
paid by Seller. Documentary stamps to be affixed to the note
or notes secured by the purchase money mortgage, cost of recording
the deed and financing statements shall be paid by Buyer.
XXIII. PRORATION OF TAXES: Taxes for the year of the closing
shall be prorated to the date of closing. If the closing shall
occur before the tax rate is fixed for the then current year,
the apportionment of taxes shall be upon the basis of the
tax rate of the preceding year applied to the latest assessed
valuation. Subsequent to the closing, when the tax rate is
fixed for the year in which the closing occurs, Seller and
Buyer agree to adjust the proration of taxes and, if necessary,
to refund or pay, as the case may be, an amount necessary
to effect such adjustments. This provision shall survive closing.
XXIV. PERSONAL PROPERTY INSPECTION, REPAIR: Seller warrants
that all major appliances, heating, cooling, electrical, plumbing
systems, and machinery are in working condition as of six
(6) days prior to closing. Buyer may, at his expense, have
inspections made of said items by licensed persons dealing
in the repair and maintenance thereof, and shall report in
writing to Seller such items as found not in working condition
prior to taking of possession thereof, or six (6) days prior
to closing, whichever is first. Unless Buyer reports failures
within said period, he shall be deemed to have waived Seller's
warranty as to failures not reported. Valid reported failures
shall be corrected at Seller's cost with funds therefore escrowed
at closing. Seller agrees to provide access for inspection
upon reasonable notice.
XXV. RISK OF LOSS: If the improvements are damaged by fire
or other casualty prior to closing, and the costs of restoring
same does not exceed 3% of the assessed valuation of the improvements
so damaged, cost of restoration shall be an obligation of
the Seller and closing shall proceed pursuant to the terms
of Contract with costs therefor escrowed at closing. In the
event the cost of repair or restoration exceeds 3% of the
assessed valuation of the improvements so damaged, Buyer shall
have the option of either taking the Property as is, together
with either the said 3% or any insurance proceeds payable
by virtue of such loss or damage, or of cancelling the Contract
and receiving return of deposit(s) made hereunder.
XXVI. MAINTENANCE: Notwithstanding the provisions of Paragraph
XXIV, between Effective Date and Closing Date, all personal
property on the premises and real property, including lawn,
shrubbery and pool, if any, shall be maintained by Seller
in the condition they existed as of Effective Date, ordinary
wear and tear excepted, and Buyer or Buyer's designee will
be permitted access for inspection prior to closing in order
to confirm compliance with this standard.
XXVII. PROCEEDS OF SALE AND CLOSING PROCEDURE: The deed shall
be recorded upon clearance of funds and evidence of title
continued at Buyer's expense, to show title in Buyer, without
any encumbrances or change which would render Seller's title
unmarketable from the date of the last evidence, and the cash
proceeds of sale shall be held in escrow by Seller's attorney
or by such other escrow agent as may be mutually agreed upon
for a period of not longer than five (5) days from and after
closing date. If Seller's title is rendered unmarketable,
Buyer shall within said five (5) day period, notify Seller
in writing of the defect and Seller shall have thirty (30)
days from date of receipt of such notification to cure said
defect. In the event Seller fails to timely cure said defect,
all monies paid hereunder shall, upon written demand therefor
and within five (5) days thereafter, be returned to Buyer
and, simultaneously with such repayment, Buyer shall vacate
the Property and reconvey same to the Seller by special warranty
deed. In the event Buyer fails to make timely demand for refund,
he shall take title as is, waiving all rights against Seller
as to such intervening defect except as may be available to
Buyer by virtue of warranties, if any, contained in deed.
XXVIII. ESCROW: Any escrow agent receiving funds is authorized
and agrees by acceptance thereof to promptly deposit and to
hold same in escrow and to disburse same subject to clearance
thereof in accordance with terms and conditions of Contract.
Failure of clearance of funds shall not excuse performance
by the Buyer.
XXIX. ATTORNEY FEES AND COSTS: In connection with any litigation
including appellate proceedings arising out of this Contract,
the prevailing party shall be entitled to recover reasonable
attorney's fees and costs.
XXX.(a) DEFAULT BY SELLER: In the event that Seller should
fail to consummate the transaction contemplated herein for
any reason, except Buyer's default; (i) Buyer may enforce
specific performance of this Agreement in a court of competent
jurisdiction and in such action shall have the right to recover
damages suffered by Buyer by reason of the delay in the acquisition
of the Property, or (ii) may bring suit for damages for breach
of this Agreement, in which event, the deposit made hereunder
shall be forthwith returned to Buyer, or (iii) declare a default,
demand and receive the return of the deposit. All rights,
powers, options or remedies afforded to Buyer either hereunder
or by law shall be cumulative and not alternative and the
exercise of one right, power, option or remedy shall not bar
other rights, powers, options or remedies allowed herein or
by law.
XXX.(b) DEFAULT BY BUYER: In the event Buyer should fail
to consummate the transaction contemplated herein for any
reason, except default by Seller or the failure of Seller
to satisfy any of the conditions to Buyer's obligations, as
set forth herein, Seller shall be entitled to retain the earnest
money deposit, such sum being agreed upon as liquidated damages
for the failure of Buyer to perform the duties and obligations
imposed upon it by the terms and provisions of this Agreement
and because of the difficulty, inconvenience and uncertainty
of ascertaining actual damages, and no other damages, rights
or remedies shall in any case be collectible, enforceable
or available to Seller other than as provided in this Section,
and Seller agrees to accept and take said deposit as Seller's
total damages and relief hereunder in such event.
XXXI. MEMORANDUM OF CONTRACT RECORDABLE, PERSONS BOUND AND
NOTICE: Upon the expiration of the inspection period described
in paragraph XXXVI, if Buyer has elected to proceed with purchase
of the property, the parties shall cause to be recorded, at
Buyer's option and expense, in the public records of the county
in which the property is located, an executed Memorandum of
Contract as attached hereto. This Contract shall bind and
inure to the benefit of the Parties hereto and their successors
in interest. Whenever the context permits, singular shall
include plural and one gender shall include all. Notice given
by or to the attorney for either party shall be as effective
as if given by or to said party.
XXXII. PRORATIONS AND INSURANCE: Taxes, assessments, rent,
interest, insurance and other expenses and revenue of the
Property shall be prorated as of date of closing. Buyer shall
have the option of taking over any existing policies of insurance
on the Property, if assumable, in which event premiums shall
be prorated. The cash at closing shall be increased or decreased
as may be required by said prorations. All references in Contract
to prorations as of date of closing will be deemed "date
of occupancy" if occupancy occurs prior to closing, unless
otherwise provided for herein.
XXXIII. CONVEYANCE: Seller shall convey title to the Property
by statutory warranty deed subject only to matters contained
in Paragraph VII hereof and those otherwise accepted by Buyer.
Personal property shall, at the request of Buyer, be conveyed
by an absolute bill of sale with warranty of title, subject
to such liens as may be otherwise provided for herein.
XXXIV. UTILITIES: Seller shall, at no expense to Seller,
actively work with Buyer to assist Buyer in obtaining electricity,
water, sewage, storm drainage, and other utility services
for development of the Property.
XXXV. ENGINEERING PLANS AND STUDIES: Upon the execution hereof,
Seller shall furnish to Buyer all engineering plans, drawings,
surveys, artist's renderings and economic and financial studies
which Seller has, if any, relating to the Property, and all
such information may be used by Buyer in such manner as it
desires; provided that in the event Buyer fails to purchase
the Property for any reason other than Seller's default, all
such information shall be returned to Seller together with
any information that Purchaser may have compiled with respect
to the Property.
XXXVI. INSPECTION OF PROPERTY: Buyer shall have sixty (60)
days from the date hereof to determine the elevation, grade,
and topography of the Property and to conduct engineering
and soil boring tests as the Buyer deems necessary in order
to determine the usability of the Property. Buyer may in its
sole and absolute discretion, give notice of termination of
this Agreement at any time prior to the expiration of the
sixty (60) day inspection period, and upon such termination,
all deposits held in escrow shall be returned to Buyer.
XXXVII. PENDING LITIGATION: Seller warrants and represents
that there are no legal actions, suits or other legal or administrative
proceedings, including cases, pending or threatened or similar
proceedings affecting the Property or any portion thereof,
nor has Seller knowledge that any such action is presently
contemplated which might or does affect the conveyance contemplated
hereunder.
XXXVIII. SURVIVAL OF REPRESENTATIONS AND WARRANTIES: The
representations and warranties set forth in this Contract
shall be continuing and shall be true and correct on and as
of the closing date with the same force and effect as if made
at that time, and all of such representations and warranties
shall survive the closing and shall not be affected by any
investigation, verification or approval by any party hereto
or by anyone on behalf of any party hereto.
XXXIX. ACQUIRING APPROVALS: The obligation of Buyer to close
is conditioned upon Buyer's having acquired all the necessary
approvals and permits to use the property for ________(33)___________.
XL. OTHER AGREEMENTS: No prior or present agreements or representations
shall be binding upon any of the Parties hereto unless incorporated
in this Contract. No modification or change in this Contract
shall be valid or binding upon the Parties unless in writing,
executed by the Parties to be bound thereby.
XLI. SPECIAL CLAUSES: _________________(34)___________________
___________________________________________________________________
Witnesses: Executed by Buyer on: __(35)__
____________(36)____________ ___________(37)_______________
Buyer
____________(36)____________
____________(36)____________ ___________(38)_______________
Buyer
____________(36)____________
Executed by Seller on: __(35)_
____________(36)____________ ___________(39)_______________
Seller ____________(36)____________
____________(36)____________ ___________(40)_______________
Seller ____________(36)____________
Deposit(s) under II (a) received; if check, subject to clearance,
and terms hereof are accepted.
By:_________(41)______________________________ (Escrow Agent)
BROKERAGE FEE: Seller agrees to pay the registered real estate
Broker named below, at time of closing, from the disbursements
of the proceeds of sale, compensation in the total amount
of _(42)_ percent (_____%) of gross purchase price of $___(43)_____
for his services in effecting the sale by finding a Buyer,
ready, willing and able to purchase pursuant to the foregoing
Contract. In the event Buyer fails to perform and deposit(s)
is retained, 50% thereof, but not exceeding the Broker's fee
above computed, shall be paid to the Broker as full consideration
for Broker's services including costs expended by Broker,
and the balance shall be paid to Seller. If the transaction
shall not be closed because of refusal or failure of Seller
to perform, the Seller shall pay said fee in full to Broker
on demand. Seller agrees to indemnify, defend and hold Buyer
harmless from and against all claims or demands with respect
to any brokerage fees or agent's commissions or other compensation
asserted by any person or entity in connection with this agreement
or the transaction contemplated herein.
__________(44)________________ ____________(39)_____________
Broker Seller
____________(40)_____________ Seller
NOTICE
The information in this document is designed to provide an
outline that you can follow when formulating business or personal
plans. Due to the variances of many local, city, county and
state laws, we recommend that you seek professional legal
counseling before entering into any contract or agreement.
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