REAL ESTATE PURCHASE AGREEMENT
This Real Estate Purchase Agreement (the "Agreement") is made and entered into as of [DATE] (the "Effective Date"), by and between the parties identified below.
1. PARTIES
Seller(s): [SELLER NAME(S)] (collectively, the "Seller"), with a current address of [SELLER ADDRESS], [SELLER CITY], [SELLER STATE] [SELLER ZIP], telephone number [SELLER PHONE], and email address [SELLER EMAIL].
Buyer(s): [BUYER NAME(S)] (collectively, the "Buyer"), with a current address of [BUYER ADDRESS], [BUYER CITY], [BUYER STATE] [BUYER ZIP], telephone number [BUYER PHONE], and email address [BUYER EMAIL].
2. PROPERTY DESCRIPTION
2.1 Real Property
Seller agrees to sell and Buyer agrees to purchase the real property located at [PROPERTY ADDRESS], [PROPERTY CITY], [PROPERTY STATE] [PROPERTY ZIP] (the "Property"), legally described as follows:
[LEGAL DESCRIPTION OF PROPERTY]
Assessor's Parcel Number (APN): [PARCEL NUMBER]
Approximate lot size: [LOT SIZE]
Together with all rights, privileges, easements, and appurtenances pertaining thereto, including but not limited to: water rights, mineral rights, development rights, air rights, rights-of-way, and easements of record, if any, unless specifically excluded in this Agreement.
2.2 Known Encumbrances and Easements
The Property is subject to the following known encumbrances and easements:
[LIST OF ENCUMBRANCES AND EASEMENTS]
2.3 Personal Property Included
The following items of personal property are permanently installed and included in the purchase price, free of liens and without warranty of condition unless otherwise stated:
a) All existing built-in appliances, including but not limited to: [LIST BUILT-IN APPLIANCES]
b) All attached floor coverings, including carpet, vinyl, ceramic tile, wood, and laminate flooring
c) All window coverings, including blinds, curtains, drapes, and shutters, along with their hardware
d) All attached light fixtures and ceiling fans
e) All attached media equipment, including wall mounts, speakers, and wiring
f) All built-in cabinetry, shelving, and storage units
g) All heating, ventilation, and air conditioning equipment
h) All plumbing fixtures and equipment
i) All electrical fixtures and equipment
j) All security systems and equipment, whether leased or owned
k) All landscaping, plants, and trees
l) All mailboxes and permanently affixed outdoor decorations
m) The following additional personal property:
[LIST ADDITIONAL INCLUDED ITEMS]
2.4 Personal Property Excluded
The following items are specifically excluded from the sale:
[LIST EXCLUDED ITEMS]
2.5 Leased Items
The following items are leased and not owned by Seller. Buyer will need to assume the lease or make other arrangements with the lessor:
[LIST LEASED ITEMS]
3. PURCHASE PRICE AND FINANCING
3.1 Purchase Price
The total purchase price for the Property is [PURCHASE PRICE NUMERICAL] Dollars ($[PURCHASE PRICE NUMERICAL]) (the "Purchase Price").
3.2 Earnest Money Deposit
Buyer shall deposit earnest money in the amount of [EARNEST MONEY AMOUNT] Dollars ($[EARNEST MONEY AMOUNT]) (the "Earnest Money Deposit") with [ESCROW AGENT NAME] (the "Escrow Agent") within [NUMBER] business days after the Effective Date of this Agreement. The Earnest Money Deposit shall be applied toward the Purchase Price at closing.
3.2.1 Earnest Money Handling
The Earnest Money Deposit shall be held in a non-interest-bearing trust account by the Escrow Agent. If interest is earned on the deposit, such interest shall be disbursed in the same manner as the Earnest Money Deposit.
3.2.2 Earnest Money Disposition
The Earnest Money Deposit shall be:
a) Applied to the Purchase Price at closing if the transaction closes;
b) Returned to Buyer if Buyer terminates this Agreement pursuant to any right to terminate provided in this Agreement;
c) Paid to Seller as liquidated damages if Buyer defaults under this Agreement; or
d) Disbursed as otherwise provided in this Agreement or as directed by written agreement of Buyer and Seller.
3.3 Additional Deposits
Buyer shall make the following additional deposits to be held by the Escrow Agent and applied toward the Purchase Price at closing:
a) [AMOUNT] Dollars ($[AMOUNT]) on or before [DATE]
b) [AMOUNT] Dollars ($[AMOUNT]) on or before [DATE]
3.4 Financing Terms
This Agreement is (check one):
3.4.1 Loan Terms
Buyer shall apply for and diligently pursue obtaining a [TYPE OF LOAN] loan in the amount of [LOAN AMOUNT] Dollars ($[LOAN AMOUNT]), with an initial interest rate not to exceed [RATE]% per annum, for a term of not less than [TERM] years.
3.4.2 Loan Application
Buyer shall submit a complete application for the loan described above, including all required documentation, to a reputable lender within [NUMBER] business days after the Effective Date. Buyer shall diligently pursue loan approval and shall promptly provide any additional documentation requested by the lender.
3.4.3 Loan Contingency Deadline
Buyer shall obtain a written loan commitment or approval from a lender on the terms specified above, or terms acceptable to Buyer, on or before [DATE] (the "Loan Contingency Deadline"). If Buyer is unable to obtain such loan commitment or approval by the Loan Contingency Deadline despite Buyer's good faith efforts, Buyer may terminate this Agreement by providing written notice to Seller no later than [NUMBER] days after the Loan Contingency Deadline, and the Earnest Money Deposit shall be returned to Buyer. If Buyer fails to provide such notice by the deadline, this financing contingency shall be deemed waived.
3.5 Balance of Purchase Price
The balance of the Purchase Price, adjusted by prorations and closing costs as provided in this Agreement, shall be paid by Buyer to Escrow Agent in immediately available funds at or before closing.
4. CLOSING COSTS AND PRORATIONS
4.1 Closing Costs
Closing costs shall be allocated between Buyer and Seller as follows:
4.1.1 Seller's Closing Costs
Seller shall pay:
a) The cost of preparing the deed and any related documents required to convey title to Buyer
b) The cost of releasing any existing loans, liens, or encumbrances affecting the Property
c) Seller's share of prorations as provided in this Agreement
d) One-half of the Escrow Agent's fee
e) Any transfer taxes, documentary stamps, or similar taxes imposed on the deed
f) The cost of the title search and the owner's title insurance policy premium
g) Any real estate brokerage commissions or fees as separately agreed by Seller
h) [OTHER SELLER CLOSING COSTS]
4.1.2 Buyer's Closing Costs
Buyer shall pay:
a) The cost of recording the deed
b) The cost of any lender's title insurance policy
c) All costs associated with Buyer's financing, including but not limited to loan origination fees, discount points, credit report fees, appraisal fees, and mortgage recording taxes
d) Buyer's share of prorations as provided in this Agreement
e) One-half of the Escrow Agent's fee
f) The cost of any survey required by Buyer or Buyer's lender
g) [OTHER BUYER CLOSING COSTS]
4.2 Prorations
The following items shall be prorated between Buyer and Seller as of the date of closing:
4.2.1 Property Taxes
Real estate taxes for the current tax year shall be prorated based on the most recent available tax bill. If the closing occurs before the tax rate is fixed for the current year, the proration shall be based on the prior year's tax rate. Any supplemental tax bills received after closing for periods prior to closing shall be the responsibility of Seller.
4.2.2 Homeowners' Association Dues
Any homeowners' association or condominium association dues shall be prorated as of the date of closing based on the most recent statement from the association.
4.2.3 Utility Charges
Utility charges for which Seller is responsible shall be prorated as of the date of closing based on the most recent utility bills. Seller shall be responsible for notifying utility companies of the change in ownership and requesting final readings as of the date of closing.
4.2.4 Rental Income
If the Property is subject to any leases, all rent actually collected by Seller for the month of closing shall be prorated as of the date of closing. Security deposits and advance rent paid by tenants shall be transferred to Buyer at closing.
4.2.5 Other Prorations
[OTHER ITEMS TO BE PRORATED]
4.2.6 Post-Closing Adjustments
If any errors or omissions are made regarding adjustments and prorations, the parties shall make the appropriate corrections promptly upon discovery. This provision shall survive closing.
5. CONTINGENCIES
5.1 Inspection Contingency
5.1.1 Inspection Period
Buyer shall have [NUMBER] days from the Effective Date (the "Inspection Period") to conduct, at Buyer's expense, any inspections, tests, surveys, and other studies of the Property that Buyer deems necessary or desirable.
5.1.2 Scope of Inspections
Buyer and Buyer's authorized representatives may enter the Property at reasonable times for the purpose of conducting inspections, provided that Buyer gives Seller reasonable notice. Inspections may include, but are not limited to:
a) General home inspection
b) Pest/termite inspection
c) Radon testing
d) Mold testing
e) Lead-based paint inspection (for properties built before 1978)
f) Structural engineering inspection
g) Roof inspection
h) HVAC inspection
i) Electrical system inspection
j) Plumbing system inspection
k) Environmental hazards assessment
l) Boundary survey
m) Soil tests
n) Well and septic inspections (if applicable)
5.1.3 Inspection Results
If Buyer is dissatisfied with the results of any inspection, Buyer may, prior to the expiration of the Inspection Period:
a) Accept the Property in its current condition;
b) Terminate this Agreement by providing written notice to Seller, in which case the Earnest Money Deposit shall be returned to Buyer; or
c) Submit to Seller a written request for repairs or a reduction in the Purchase Price, along with copies of relevant inspection reports.
5.1.4 Seller's Response to Repair Requests
If Buyer requests repairs or a price reduction, Seller shall respond in writing within [NUMBER] days after receipt of Buyer's request. Seller may agree to all, some, or none of Buyer's requests. If Seller agrees to all of Buyer's requests, this contingency shall be deemed satisfied. If Seller does not agree to all of Buyer's requests, Buyer shall have [NUMBER] days after receipt of Seller's response to:
a) Accept Seller's response and proceed with the transaction;
b) Negotiate with Seller regarding the requested repairs or price reduction; or
c) Terminate this Agreement by providing written notice to Seller, in which case the Earnest Money Deposit shall be returned to Buyer.
5.1.5 Waiver of Inspection Contingency
If Buyer fails to conduct inspections or provide written notice of dissatisfaction prior to the expiration of the Inspection Period, this inspection contingency shall be deemed waived.
5.2 Appraisal Contingency
5.2.1 Appraisal Requirement
This Agreement is contingent upon the Property appraising for no less than the Purchase Price. Buyer shall promptly order an appraisal of the Property to be performed by a licensed or certified appraiser.
5.2.2 Appraisal Deadline
The appraisal contingency shall remain in effect until [DATE] (the "Appraisal Deadline").
5.2.3 Low Appraisal
If the Property appraises for less than the Purchase Price, Buyer shall, no later than the Appraisal Deadline:
a) Waive the appraisal contingency and proceed with the transaction;
b) Terminate this Agreement by providing written notice to Seller, in which case the Earnest Money Deposit shall be returned to Buyer; or
c) Request in writing that Seller reduce the Purchase Price to the appraised value.
5.2.4 Seller's Response to Price Reduction Request
If Buyer requests a reduction in the Purchase Price pursuant to Section 5.2.3(c), Seller shall respond in writing within [NUMBER] days after receipt of Buyer's request. If Seller agrees to reduce the Purchase Price to the appraised value, the parties shall proceed with the transaction at the reduced price. If Seller does not agree to reduce the Purchase Price, Buyer shall, within [NUMBER] days after receipt of Seller's response:
a) Waive the appraisal contingency and proceed with the transaction at the original Purchase Price; or
b) Terminate this Agreement by providing written notice to Seller, in which case the Earnest Money Deposit shall be returned to Buyer.
5.2.5 Waiver of Appraisal Contingency
If Buyer fails to provide written notice of a low appraisal prior to the Appraisal Deadline, this appraisal contingency shall be deemed waived.
5.3 Title Contingency
5.3.1 Title Commitment
Seller shall, at Seller's expense, cause a title company to issue a commitment for an owner's policy of title insurance (the "Title Commitment") in the amount of the Purchase Price, showing title to the Property vested in Seller, subject only to:
a) Standard printed exceptions;
b) General taxes for the current year;
c) Easements, restrictions, and reservations of record that do not materially interfere with Buyer's intended use of the Property;
d) Rights of tenants in possession as disclosed in this Agreement; and
e) Any other matters specifically approved by Buyer in writing.
5.3.2 Title Review Period
Buyer shall have [NUMBER] days after receipt of the Title Commitment and copies of all exceptions referenced therein (the "Title Review Period") to review and object to any matters shown in the Title Commitment that Buyer finds unacceptable (the "Title Objections").
5.3.3 Title Objections
If Buyer has Title Objections, Buyer shall deliver written notice of such Title Objections to Seller prior to the expiration of the Title Review Period. Any matters shown in the Title Commitment to which Buyer does not object shall be deemed accepted by Buyer.
5.3.4 Seller's Response to Title Objections
Seller shall respond in writing to Buyer's Title Objections within [NUMBER] days after receipt thereof, indicating which Title Objections Seller is willing to cure before closing. Seller shall use commercially reasonable efforts to cure the Title Objections that Seller has agreed to cure. If Seller fails to respond within the specified time period, Seller shall be deemed to have elected not to cure any of the Title Objections.
5.3.5 Buyer's Right to Terminate
If Seller is unwilling or unable to cure all of Buyer's Title Objections, Buyer shall, within [NUMBER] days after receipt of Seller's response (or after the deadline for Seller's response if no response is received):
a) Waive the uncured Title Objections and proceed with the transaction; or
b) Terminate this Agreement by providing written notice to Seller, in which case the Earnest Money Deposit shall be returned to Buyer.
5.3.6 Pre-Closing Title Update
Prior to closing, Buyer may obtain an update to the Title Commitment. If the update reveals any new material title defects not shown in the original Title Commitment, Buyer shall promptly notify Seller, and the procedures set forth above shall apply to such new title defects.
5.4 Sale of Buyer's Property Contingency
5.4.1 Contingent on Sale
This Agreement is contingent upon the closing of the sale of Buyer's current property located at [BUYER'S CURRENT PROPERTY ADDRESS] (the "Buyer's Property") on or before [DATE] (the "Sale Deadline").
5.4.2 Status Updates
Buyer shall provide Seller with written updates on the status of the sale of Buyer's Property every [NUMBER] days until Buyer's Property is sold or this contingency is otherwise resolved.
5.4.3 Termination Right
If the sale of Buyer's Property does not close by the Sale Deadline, Buyer may, within [NUMBER] days after the Sale Deadline:
a) Waive this contingency and proceed with the transaction; or
b) Terminate this Agreement by providing written notice to Seller, in which case the Earnest Money Deposit shall be returned to Buyer.
5.4.4 Kick-Out Clause
Notwithstanding the foregoing, Seller shall have the right to continue to market the Property while this contingency is in effect. If Seller receives another bona fide offer to purchase the Property that Seller wishes to accept, Seller shall give written notice to Buyer (the "Kick-Out Notice"). Buyer shall then have [NUMBER] hours after receipt of the Kick-Out Notice to:
a) Waive this contingency in writing and provide proof of funds or financing sufficient to close without the sale of Buyer's Property; or
b) Terminate this Agreement, in which case the Earnest Money Deposit shall be returned to Buyer.
If Buyer fails to respond to the Kick-Out Notice within the specified time period, this Agreement shall automatically terminate, and the Earnest Money Deposit shall be returned to Buyer.
5.5 Homeowners' Association Document Review
5.5.1 Document Delivery
If the Property is subject to a homeowners' association, condominium association, or similar organization (the "Association"), Seller shall, within [NUMBER] days after the Effective Date, provide Buyer with copies of the following documents (collectively, the "Association Documents"):
a) Declaration of covenants, conditions, and restrictions
b) Bylaws and rules of the Association
c) Articles of incorporation of the Association
d) Financial statements of the Association for the past two years
e) Minutes of board meetings and membership meetings for the past 12 months
f) Current budget and most recent assessment statement
g) Notice of any pending special assessments or litigation involving the Association
h) Certificate from the Association stating that all assessments have been paid current
i) Any other documents reasonably requested by Buyer
5.5.2 Review Period
Buyer shall have [NUMBER] days after receipt of all Association Documents (the "Review Period") to review and approve or disapprove the Association Documents.
5.5.3 Disapproval Right
If Buyer disapproves of any Association Documents, Buyer may, prior to the expiration of the Review Period, terminate this Agreement by providing written notice to Seller, in which case the Earnest Money Deposit shall be returned to Buyer.
5.5.4 Waiver
If Buyer fails to provide written notice of disapproval prior to the expiration of the Review Period, this contingency shall be deemed waived.
6. CLOSING AND POSSESSION
6.1 Closing Date
The closing shall take place on [CLOSING DATE] (the "Closing Date"), or such earlier date as may be mutually agreed upon by Buyer and Seller, at the offices of [CLOSING LOCATION] or such other location as may be mutually agreed upon by Buyer and Seller.
6.2 Closing Extensions
Either party may extend the Closing Date for up to [NUMBER] days by providing written notice to the other party at least [NUMBER] days prior to the scheduled Closing Date, provided that such extension is necessary due to circumstances beyond the requesting party's reasonable control. Any additional extensions shall require the written consent of both parties.
6.3 Possession
Seller shall deliver possession of the Property to Buyer (select one):
6.4 Post-Closing Occupancy
If possession is to be delivered after closing, the following terms shall apply:
6.4.1 Occupancy Agreement
Buyer and Seller shall enter into a separate post-closing occupancy agreement, which shall include the following terms:
a) Seller shall pay Buyer rent in the amount of [DAILY RENT AMOUNT] Dollars ($[DAILY RENT AMOUNT]) per day for each day of the Post-Closing Occupancy Period.
b) Seller shall maintain property insurance covering Seller's personal property and liability insurance during the Post-Closing Occupancy Period.
c) Seller shall be responsible for utilities, maintenance, and repairs during the Post-Closing Occupancy Period.
d) Seller shall indemnify and hold Buyer harmless from any claims, damages, or liabilities arising from Seller's occupancy.
6.4.2 Security Deposit
At closing, Seller shall deposit with Escrow Agent the sum of [SECURITY DEPOSIT AMOUNT] Dollars ($[SECURITY DEPOSIT AMOUNT]) as security for Seller's obligations under the post-closing occupancy agreement. The security deposit shall be refunded to Seller upon Seller's timely vacation of the Property in the condition required by this Agreement, less any amounts withheld for damages or unpaid rent.
6.5 Escrow Instructions
6.5.1 Opening of Escrow
Within [NUMBER] days after the Effective Date, the parties shall open an escrow account with [ESCROW AGENT NAME] (the "Escrow Agent") and deliver a copy of this Agreement to Escrow Agent.
6.5.2 Closing Documents
At or before closing, Seller shall deliver to Escrow Agent the following documents:
a) A duly executed and acknowledged [TYPE OF DEED] deed conveying the Property to Buyer
b) A bill of sale for any personal property included in the sale
c) An affidavit of title or owner's affidavit in a form acceptable to the title company
d) A Foreign Investment in Real Property Tax Act (FIRPTA) affidavit
e) A completed 1099-S form or appropriate exemption certificate
f) All keys, garage door openers, access codes, and similar items
g) Any other documents reasonably necessary to complete the transaction
At or before closing, Buyer shall deliver to Escrow Agent:
a) The balance of the Purchase Price in immediately available funds
b) Executed loan documents if Buyer is obtaining financing
c) Any other documents reasonably necessary to complete the transaction
6.5.3 Closing Procedure
Upon receipt of all required documents and funds, Escrow Agent shall:
a) Record the deed and any other documents required to be recorded
b) Issue the owner's policy of title insurance to Buyer
c) Disburse funds in accordance with the closing statement approved by Buyer and Seller
d) Deliver the originals or copies of all closing documents to the appropriate parties
e) Take any other actions necessary to complete the closing
6.5.4 Closing Statement
Prior to closing, Escrow Agent shall prepare and deliver to Buyer and Seller a preliminary closing statement showing all financial aspects of the transaction, including the Purchase Price, Earnest Money Deposit, prorations, closing costs, and the net amount due from Buyer and to Seller at closing. Buyer and Seller shall review and approve the preliminary closing statement prior to closing.
7. PROPERTY CONDITION
7.1 Property Condition at Closing
7.1.1 General Condition
Seller shall deliver the Property to Buyer at closing in substantially the same condition as it was on the Effective Date, ordinary wear and tear excepted, and free of debris and personal property not included in the sale.
7.1.2 Mechanical Systems
All heating, cooling, plumbing, electrical, and other mechanical systems and related equipment included in the sale shall be in working order at closing, ordinary wear and tear excepted.
7.1.3 Utilities
All utilities serving the Property shall be operational at closing.
7.1.4 Damage Prior to Closing
If the Property is damaged by fire or other casualty prior to closing, the provisions of Section 9.3 shall apply.
7.2 Seller Disclosures
7.2.1 Property Disclosure Statement
Within [NUMBER] days after the Effective Date, Seller shall complete and deliver to Buyer a property disclosure statement in the form required by applicable law, disclosing all known material defects and other conditions of the Property.
7.2.2 Lead-Based Paint Disclosure
If the Property was built before 1978, Seller shall complete and deliver to Buyer a lead-based paint disclosure form as required by federal law, along with the EPA pamphlet entitled "Protect Your Family from Lead in Your Home."
7.2.3 Other Required Disclosures
Seller shall promptly complete and deliver to Buyer any other disclosures required by applicable federal, state, or local law, including but not limited to:
a) [SPECIFIC STATE-REQUIRED DISCLOSURES]
b) Disclosure of any known environmental hazards
c) Disclosure of any known boundary disputes
d) Disclosure of any known material defects not readily observable by Buyer
7.2.4 Subsequent Discoveries
If, after delivering the disclosures required by this Section, Seller becomes aware of any material defects or other conditions that should have been disclosed, Seller shall promptly provide Buyer with a written supplemental disclosure.
7.3 Final Walk-Through
7.3.1 Walk-Through Right
Buyer shall have the right to conduct a final walk-through inspection of the Property within [NUMBER] hours prior to closing to verify that:
a) The Property is in the condition required by this Agreement
b) Any repairs agreed to by Seller have been completed
c) All included personal property is present
d) All systems and appliances are in working order
e) The Property is free of debris and personal property not included in the sale
7.3.2 Walk-Through Issues
If the final walk-through reveals any material failure of Seller to comply with Seller's obligations under this Agreement, Buyer shall promptly notify Seller. The parties shall attempt in good faith to resolve any such issues prior to closing. If the issues cannot be resolved prior to closing, the parties may:
a) Delay closing for up to [NUMBER] days to allow time for resolution;
b) Proceed with closing with an escrow holdback in an amount sufficient to address the issues; or
c) Take such other action as the parties may agree.
8. REPRESENTATIONS AND WARRANTIES
8.1 Seller's Representations and Warranties
Seller represents and warrants to Buyer as of the Effective Date and as of the Closing Date:
a) Seller has full legal capacity and authority to execute and deliver this Agreement and to perform all obligations hereunder.
b) Seller is the sole owner of the Property and has good and marketable title to the Property, subject only to matters disclosed in the Title Commitment.
c) There are no pending or threatened condemnation proceedings, lawsuits, or administrative actions affecting the Property.
d) Seller has not received any notice of zoning, building, fire, or health code violations that have not been corrected.
e) All improvements to the Property were made in compliance with applicable laws and with all necessary permits and approvals.
f) To the best of Seller's knowledge, there are no hazardous substances on or under the Property in violation of applicable environmental laws.
g) To the best of Seller's knowledge, all mechanical systems and appliances included in the sale are in working order.
h) Seller is not a "foreign person" as defined in the Foreign Investment in Real Property Tax Act.
i) There are no leases, options, rights of first refusal, or other agreements affecting the Property except as disclosed in writing to Buyer.
j) Seller has not entered into any contracts for services or improvements that will be binding on Buyer after closing except as disclosed in writing to Buyer.
k) All information provided by Seller to Buyer regarding the Property is true, correct, and complete to the best of Seller's knowledge.
8.2 Buyer's Representations and Warranties
Buyer represents and warrants to Seller as of the Effective Date and as of the Closing Date:
a) Buyer has full legal capacity and authority to execute and deliver this Agreement and to perform all obligations hereunder.
b) Buyer has sufficient funds to complete the purchase or has made arrangements to obtain sufficient funds at closing.
c) There are no pending or threatened lawsuits, bankruptcy proceedings, or other matters that would prevent Buyer from completing the purchase.
d) All information provided by Buyer to Seller in connection with this Agreement is true, correct, and complete.
8.3 Survival
The representations and warranties in this Section shall survive closing for a period of [NUMBER] months.
9. LEGAL PROVISIONS
9.1 Default Provisions
9.1.1 Buyer's Default
If Buyer defaults in the performance of any obligation under this Agreement, Seller may:
a) Retain the Earnest Money Deposit as liquidated damages, which shall be Seller's sole and exclusive remedy; or
b) Seek specific performance of this Agreement, including recovery of reasonable attorneys' fees and costs.
The parties agree that the Earnest Money Deposit is a reasonable estimate of Seller's damages in the event of Buyer's default and that retaining the Earnest Money Deposit as liquidated damages is not a penalty.
9.1.2 Seller's Default
If Seller defaults in the performance of any obligation under this Agreement, Buyer may:
a) Terminate this Agreement and receive a refund of the Earnest Money Deposit, plus reimbursement for any out-of-pocket expenses incurred in connection with this Agreement, not to exceed [AMOUNT] Dollars ($[AMOUNT]);
b) Seek specific performance of this Agreement, including recovery of reasonable attorneys' fees and costs; or
c) Pursue any other remedies available at law or in equity.
9.2 Dispute Resolution
9.2.1 Mediation
If any dispute arises between Buyer and Seller regarding this Agreement, the parties shall first attempt to resolve the dispute through mediation before resorting to arbitration or litigation. The mediation shall be conducted by a mediator mutually agreed upon by the parties or, if the parties cannot agree, by a mediator selected by [MEDIATION SERVICE]. The cost of mediation shall be shared equally by Buyer and Seller.
9.2.2 Arbitration
If mediation does not resolve the dispute within [NUMBER] days after the first mediation session, the dispute shall be submitted to binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall be conducted by a single arbitrator with experience in real estate matters. The arbitrator shall have the authority to award any remedy or relief that a court could order or grant, including specific performance of this Agreement. The cost of arbitration shall be shared equally by Buyer and Seller, but the arbitrator may award costs and attorneys' fees to the prevailing party.
9.2.3 Attorneys' Fees
In any action or proceeding to enforce this Agreement or any provision hereof, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs, including attorneys' fees and costs incurred in connection with any appeal.
9.3 Risk of Loss
9.3.1 Minor Damage
If, prior to closing, the Property is damaged by fire or other casualty, but such damage does not exceed [PERCENTAGE]% of the Purchase Price (as determined by a qualified appraiser or insurance adjuster), this Agreement shall remain in full force and effect, and Seller shall either:
a) Repair the damage before closing; or
b) Credit Buyer at closing for the cost of repairing the damage, plus assign to Buyer all insurance proceeds payable for such damage.
9.3.2 Major Damage
If, prior to closing, the Property is damaged by fire or other casualty, and such damage exceeds [PERCENTAGE]% of the Purchase Price (as determined by a qualified appraiser or insurance adjuster), Buyer may:
a) Terminate this Agreement by providing written notice to Seller within [NUMBER] days after receiving notice of the damage, in which case the Earnest Money Deposit shall be returned to Buyer; or
b) Proceed with the transaction and receive a credit at closing for the cost of repairing the damage, plus an assignment of all insurance proceeds payable for such damage.
9.3.3 Condemnation
If, prior to closing, any portion of the Property is taken by eminent domain or becomes subject to a pending taking, Buyer may:
a) Terminate this Agreement by providing written notice to Seller within [NUMBER] days after receiving notice of the taking, in which case the Earnest Money Deposit shall be returned to Buyer; or
b) Proceed with the transaction and receive an assignment of all condemnation proceeds payable to Seller.
9.4 Assignment Rights
9.4.1 Buyer's Assignment Rights
Buyer may not assign this Agreement without Seller's prior written consent, which may be withheld in Seller's sole discretion, except that Buyer may assign this Agreement without Seller's consent to an entity that is owned or controlled by Buyer. Any assignment shall not release Buyer from liability under this Agreement unless specifically agreed to in writing by Seller.
9.4.2 Notice of Assignment
Buyer shall provide written notice of any assignment to Seller at least [NUMBER] days prior to closing, along with the name, address, and contact information of the assignee and evidence of the assignee's ability to complete the transaction.
9.5 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of [STATE], without giving effect to principles of conflicts of law.
9.6 Time is of the Essence
Time is of the essence with respect to all provisions of this Agreement that specify a time for performance.
9.7 Severability
If any provision of this Agreement, or any portion thereof, is held to be invalid, illegal, void, or unenforceable by any court or tribunal of competent jurisdiction, the remainder of this Agreement shall remain in full force and effect to the maximum extent permitted by law. The parties agree that any such invalid, illegal, void, or unenforceable provision shall be modified and limited in its effect to the extent necessary to cause it to be enforceable, or if such modification is not possible, shall be deemed severed from this Agreement. In such event, the parties shall negotiate in good faith to replace any invalid, illegal, void, or unenforceable provision with a valid, legal, and enforceable provision that corresponds as closely as possible to the parties' original intent and economic expectations. The invalidity or unenforceability of any provision in one jurisdiction shall not affect the validity or enforceability of such provision in any other jurisdiction.
9.8 Entire Agreement
This Agreement, including any attachments and exhibits, constitutes the entire agreement between Buyer and Seller concerning the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written. There are no warranties, representations, agreements, or promises pertaining to this Agreement or the Property not expressly set forth herein.
9.9 Amendments
This Agreement may be amended only by a written instrument executed by both Buyer and Seller.
9.10 Notices
All notices required or permitted under this Agreement shall be in writing and shall be delivered personally, by overnight courier, by certified mail, return receipt requested, or by email with confirmation of receipt, to the addresses set forth below:
If to Seller:
[SELLER NAME]
[SELLER ADDRESS]
[SELLER EMAIL]
If to Buyer:
[BUYER NAME]
[BUYER ADDRESS]
[BUYER EMAIL]
Notices shall be deemed received upon actual receipt or refusal of delivery. Either party may change its address for notices by providing written notice to the other party.
9.11 Counterparts and Electronic Signatures
This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Electronic signatures, including signatures transmitted by email or other electronic means, shall be valid and binding as original signatures.
9.12 Survival
The provisions of this Agreement that contemplate performance after closing, including but not limited to representations, warranties, indemnities, and obligations relating to post-closing adjustments, shall survive closing and shall not be merged into the deed or other closing documents.
10. SPECIAL CONSIDERATIONS
10.1 Tenant Rights
10.1.1 Existing Leases
The Property is subject to the following leases or rental agreements:
[LIST OF EXISTING LEASES]
10.1.2 Security Deposits
At closing, Seller shall transfer to Buyer all security deposits held by Seller under the existing leases, along with a detailed accounting of such deposits.
10.1.3 Tenant Estoppel Certificates
Seller shall use commercially reasonable efforts to obtain and deliver to Buyer, at least [NUMBER] days prior to closing, estoppel certificates from all tenants, confirming the terms of their leases, the amount of security deposits, and that there are no defaults by either landlord or tenant.
10.1.4 Tenant Notifications
Seller shall, within [NUMBER] days after closing, notify all tenants in writing of the change in ownership and provide contact information for Buyer or Buyer's property manager.
10.2 Rental Property Financials
10.2.1 Income and Expense Statements
Seller shall provide Buyer with accurate income and expense statements for the Property for the past [NUMBER] years and year-to-date statements for the current year, including:
a) Rent rolls showing tenant names, unit numbers, lease terms, and rental rates
b) Records of all security deposits
c) Utility bills
d) Property tax bills
e) Insurance premiums
f) Maintenance and repair expenses
g) Capital improvements
h) Management fees
i) Any other operating expenses
10.2.2 Verification of Rental Income
Buyer shall have the right to verify rental income by reviewing Seller's bank statements, tax returns, and other financial records related to the Property.
10.2.3 Tenant Payment History
Seller shall provide Buyer with a tenant payment history for the past [NUMBER] months, showing any late payments, defaults, or other issues.
10.3 Property Management Transition
10.3.1 Management Records
At closing, Seller shall deliver to Buyer all property management records, including:
a) Original leases and lease applications
b) Tenant files, including correspondence and notices
c) Maintenance records and warranties
d) Service contracts
e) Vendor contact information
f) Keys, access cards, and security codes
10.3.2 Service Contracts
Seller shall provide Buyer with copies of all service contracts affecting the Property. Buyer shall notify Seller in writing at least [NUMBER] days prior to closing which service contracts Buyer wishes to assume. Seller shall terminate all other service contracts effective as of the Closing Date.
10.3.3 Security Deposit Transfer
Seller shall transfer all security deposits to Buyer at closing, either by:
a) A credit to Buyer on the closing statement; or
b) A separate certified or cashier's check payable to Buyer.
10.4 Lead-Based Paint Disclosure
10.4.1 Lead Warning Statement
Every purchaser of any interest in residential real property on which a residential dwelling was built prior to 1978 is notified that such property may present exposure to lead from lead-based paint that may place young children at risk of developing lead poisoning. Lead poisoning in young children may produce permanent neurological damage, including learning disabilities, reduced intelligence quotient, behavioral problems, and impaired memory. Lead poisoning also poses a particular risk to pregnant women. The seller of any interest in residential real property is required to provide the buyer with any information on lead-based paint hazards from risk assessments or inspections in the seller's possession and notify the buyer of any known lead-based paint hazards. A risk assessment or inspection for possible lead-based paint hazards is recommended prior to purchase.
10.4.2 Seller's Disclosure
Seller's disclosure regarding lead-based paint and/or lead-based paint hazards (check one):
10.4.3 Seller's Records
Seller's disclosure regarding records and reports available to Seller (check one):
10.4.4 Buyer's Acknowledgment
Buyer acknowledges receipt of the above information, records, and reports (if any) and has been provided with the EPA pamphlet "Protect Your Family from Lead in Your Home."
10.5 Environmental Concerns
10.5.1 Known Environmental Issues
Seller discloses the following known environmental issues affecting the Property:
[LIST OF KNOWN ENVIRONMENTAL ISSUES]
10.5.2 Environmental Testing
Buyer shall have the right, as part of Buyer's inspections, to conduct environmental testing of the Property, including but not limited to:
a) Phase I environmental site assessment
b) Radon testing
c) Mold testing
d) Asbestos testing
e) Testing for underground storage tanks
f) Soil and groundwater testing
10.5.3 Remediation Responsibility
If environmental testing reveals the presence of hazardous substances or conditions that violate applicable environmental laws, the cost of remediation shall be:
a) Paid by Seller, up to a maximum of [AMOUNT] Dollars ($[AMOUNT]); or
b) If the cost exceeds such amount, at Seller's option, either paid by Seller or this Agreement may be terminated by either party, in which case the Earnest Money Deposit shall be returned to Buyer.
10.6 Homeowner's Association Information
10.6.1 Association Details
The Property is subject to the following homeowner's association or condominium association:
Name of Association: [ASSOCIATION NAME]
Contact Information: [ASSOCIATION CONTACT]
Current Monthly/Annual Dues: [DUES AMOUNT]
Special Assessments: [SPECIAL ASSESSMENTS]
10.6.2 Association Approval
This sale (check one):
10.6.3 Transfer Fees
Any Association transfer fees or capital contributions required upon transfer of the Property shall be paid by [RESPONSIBLE PARTY].
10.7 Condominium or Co-op Specific Terms
10.7.1 Unit Information
Unit Number: [UNIT NUMBER]
Building/Phase: [BUILDING/PHASE]
Parking Space(s): [PARKING SPACES]
Storage Unit(s): [STORAGE UNITS]
10.7.2 Common Elements
The sale includes the Unit and an undivided interest in the common elements as specified in the declaration of condominium or proprietary lease.
10.7.3 Board Approval
This sale (check one):
10.7.4 Right of First Refusal
This sale (check one):
10.8 New Construction Provisions
10.8.1 Construction Specifications
The Property is to be constructed in accordance with the plans and specifications attached hereto as Exhibit [EXHIBIT NUMBER].
10.8.2 Construction Timeline
Seller shall commence construction within [NUMBER] days after the Effective Date and shall substantially complete construction within [NUMBER] days thereafter, subject to delays caused by force majeure events.
10.8.3 Construction Inspections
Buyer shall have the right to inspect the Property during construction at reasonable times and with reasonable notice to Seller. Buyer shall not interfere with construction activities during such inspections.
10.8.4 Pre-Closing Inspection
Buyer shall have the right to conduct a pre-closing inspection of the completed Property with Seller's representative. Buyer shall prepare a punch list of any incomplete or defective items, which Seller shall complete or correct within [NUMBER] days after closing.
10.8.5 Builder's Warranty
Seller shall provide Buyer with a builder's warranty covering defects in materials and workmanship for a period of [WARRANTY PERIOD] after closing.
11. ADDITIONAL PROVISIONS
[ADDITIONAL PROVISIONS]
12. SIGNATURES
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
SELLER:
[SELLER NAME]
Date: _____________________________
[SELLER NAME]
Date: _____________________________
BUYER:
[BUYER NAME]
Date: _____________________________
[BUYER NAME]
Date: _____________________________
EXHIBITS
Exhibit A: Legal Description of Property
Exhibit B: Personal Property Inventory
Exhibit C: [ADDITIONAL EXHIBITS AS NEEDED]