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Exhibit 1023 Purchase and Sale Agreement

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AGREEMENT for PURCHASE and SALE of PARTNERSHIP INTEREST of DECEASED PARTNER

ENTITY PURCHASE PLAN

  

  

As shown above, hereinafter referred to as "Partners," and the "Partnership," hereinafter, agree:

1. The Partners are the sole owners as General Partners of the Partnership which maintains its principal place of business at .

2. The Purpose of this Agreement is to provide for the continuance of the Partnership business on the death or retirement of a Partner and the purchase of his or her interest in the Partnership by the Partnership.

3. The Partnership is the applicant, owner, and beneficiary of the following life insurance policies:

Life Insurance Company Policy No. Amount Insured

4. The Partnership shall have the right, on majority vote of the Partners, to purchase additional insurance on the lives of any or all of the partners, such additional insurance shall be listed on a schedule attached to this Agreement and marked Schedule A.

5. Ownership. The Partnership shall be the beneficiary and sole owner of each insurance policy purchased under this Agreement and shall hold full legal title to each such policy. It is agreed, that no rights, options, or privileges provided for in such policy or permitted by the insurance company issuing such policy shall be exercised without the written consent of all the Partners.

6. Premiums. The Partnership shall pay all premiums on all the policies when due and shall charge the expense of such premiums to the general operating expense account of the Partnership. Each policy shall be payable to the Partnership, which shall be the sole owner of all the policies.

7. On any Partner's death, the Partnership shall purchase from his or her estate, for the account of the surviving Partners, and the executors or administrators of the deceased Partner's estate shall sell to the Partnership for the account of the surviving Partners, the entire Partnership interest of the deceased Partner at the price and on the terms and conditions specified in this Agreement.

8. Purchase Price. For the purpose of computing the purchase price of a deceased Partner's interest in the Partnership, the books of the Partnership shall be deemed to be correct. The purchase price for the Partnership interest of a deceased Partner shall be an amount equal to the total of the following:

(a) The deceased Partner's capital account as of the end of the fiscal year immediately preceding his death, as shown on the books of the Partnership. The capital account shall include the deceased Partner's proportionate share of the cash surrender value of all the policies on the lives of the surviving Partners owned by the Partnership.

(b) The share of the deceased Partner in the profits of the Partnership, if any, shall include the deceased Partner's proportionate share of the proceeds of his insurance policy over the cash surrender value of such policy where the cash value was previously included among the assets of the Partnership.

(c) The share of the deceased Partner in Partnership losses, if any, computed from the beginning of the fiscal year in which his death occurred to the date of his death.

(d) The purchase price is to be adjusted for any and all contributions and withdrawals made by the deceased Partner during such periods.

9. On the death of any Partner, the Partnership shall immediately proceed to collect the proceeds of the policy or policies of insurance on his life. When the proceeds have been so collected they shall be held by the Partnership until the deceased Partner's heirs, executors, administrators, or other representatives shall deliver to the Partnership such instruments as shall transfer title of the deceased Partner's partnership interest to the Partnership. Simultaneously with the delivery of such instruments to the Partnership, the Partnership hall pay to the deceased Partner's heirs, executors, administrators, or other representatives, the purchase price of the interest of the deceased Partner.

10. No insurance company that issues policies under this Agreement shall have any liability except as set forth in its policies. No insurance company shall be bound to inquire into or take notice of any of the provisions of this Agreement relating to such insurance policies or to the application of the proceeds of such policies. Payment or other performance by such insurance company in accordance with the terms of its policies shall completely discharge the company from all claims, suits, and demands of all persons whatsoever.

11. On the withdrawal of any Partner from the Partnership during his lifetime, such Partner shall have the right to purchase the insurance policy or policies on his life from the Partnership at a price equal to the cash surrender value of such policy or policies on the date of his withdrawal and shall exercise the right by paying said price to the Partnership.

12. In the event there is any conflict between the provisions of this Agreement and those of the partnership agreement for the Partnership, the provisions of this Agreement shall prevail over those of the Partnership Agreement.

13. This Agreement may be altered, amended, or terminated at any time by the duly executed written agreement of the Partners.

EXECUTED at on this day of , .

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What the Exhibit 1023 Purchase and Sale Agreement Is

The Exhibit 1023 Purchase and Sale Agreement is a standardized contract attachment used to record material terms between buyer and seller in a real property transaction. It typically sets the property description, purchase price, financing and earnest money terms, contingencies, closing mechanics, and allocation of closing costs, and becomes part of the binding sale documents once executed by all parties.

Why an Exhibit 1023 Attachment Matters in a Closing

Using Exhibit 1023 clarifies core deal terms, reduces post-offer disputes, and creates a concise exhibit for title review and escrow. It improves traceability of negotiated items and helps lenders, title companies, and closing agents locate essential terms at signing.

Why an Exhibit 1023 Attachment Matters in a Closing

Who Typically Prepares and Reviews Exhibit 1023

Parties and professionals involved in a real estate closing each rely on Exhibit 1023 to capture transaction specifics before closing.

  • Buyers and buyer agents — confirm price, financing contingencies, and inspection deadlines.
  • Sellers and listing agents — verify property description, included fixtures, and closing allowances.
  • Title officers and escrow agents — use exhibit to prepare title commitments and closing statements.

Final review by counsel, title officer, and escrow agent helps ensure the exhibit matches the main purchase and sale agreement and recorded instruments.

Key Signatory Roles

Buyer Representative

A licensed agent or in-house counsel who signs acknowledgements on behalf of the buyer, coordinates delivery of earnest money, confirms financing contingencies, and ensures the buyer's legal name matches title documents and lender records.

Seller Representative

The listing agent or seller's attorney who certifies the seller's authority, confirms included items and representations, coordinates deed preparation, and ensures closing deliverables align with the exhibit and the main agreement.

Core Sections to Include in a Professional Exhibit 1023

A complete Exhibit 1023 groups actionable items for closing: legal property description, monetary terms, contingencies, timelines, title requirements, and closing logistics so third parties can process the transaction without rereading the main agreement.

Property Description

Provide the full legal description, parcel or tax ID, and street address in one place; mismatches here will delay title insurance issuance and recording.

Purchase Price

State the total contract price, allocation of deposits, and whether price adjustments apply for prorations, credits, or lender-required repairs.

Earnest Money

Specify deposit amount, payee (escrow holder), due date, and conditions for release or forfeiture to prevent later disputes.

Contingencies

List inspection, financing, appraisal, and other contingencies with clear cure or removal deadlines and responsible party for each.

Title and Survey

Note required title exceptions to be cleared, survey needs, responsibility for clearing liens, and title insurance commitments.

Closing Mechanics

Include closing date, location, disbursement instructions, recording party, and any special escrow instructions that affect settlement.

Security, Compliance, and Signature Standards

Encryption: TLS 1.2/1.3; AES-256 at rest
Audit Trail: Timestamps, IP, and action log
HIPAA BAA: Available when required
ESIGN / UETA: Meets legal signature tests
21 CFR Part 11: Supported for regulated records
Accessibility: WCAG 2.0 Level AA

Step-by-Step: Filling and Executing Exhibit 1023

Follow these sequential steps to prepare, review, and execute Exhibit 1023 so title, escrow, and lenders can complete closing without avoidable delays.

  • 01
    Prepare: Draft exhibit with full legal description and monetary terms.
  • 02
    Attach Exhibits: Include referenced addenda, disclosures, and the survey or title commitment.
  • 03
    Review: Have counsel and title officer check for consistency with the PSA.
  • 04
    Execute: Obtain required signatures, notarizations, and deliver to escrow.

How Electronic Completion and Delivery Typically Works

Many parties complete Exhibit 1023 electronically; the workflow captures signatures, notarizations if needed, and delivers copies to title and escrow automatically.

  • Upload: Sender uploads the Exhibit 1023 document and tags fields.
  • Assign: Assign signing order to buyer, seller, and witnesses or notary.
  • Authenticate: Signers confirm identity via email, SMS, or stronger methods.
  • Deliver: Completed copy and audit trail sent to all parties and escrow.

Recommended Digital Workflow Settings for Exhibit 1023

Configure the signing workflow to match the transaction sequence, add required notarization steps, and route final copies to title and escrow automatically.

Field Configuration
Authentication Level Email + SMS code for signers; KBA for additional verification
Notary Step Include live or RON notary field where required
Routing Auto-send final PDF to title and escrow
Integrations Enable CRM or closing platform connectors (e.g., NetSuite)

Technical Requirements and File Formats

Ensure your signing platform accepts the Exhibit 1023 file type and supports required authentication and notary workflows before starting.

  • File Types: PDF, DOCX supported
  • Notary Support: Local notary and RON options
  • Integrations: Salesforce, NetSuite, Box

Common Deadlines and Dates to Track in Exhibit 1023

Exhibit 1023 commonly contains date-driven items that directly affect closing and contingency windows; monitor these to avoid missed rights or penalties.

Earnest Money Due:

Date when deposit must clear escrow and be credited to buyer.

Inspection Period End:

Final day to complete inspections and submit cure requests.

Financing Contingency:

Deadline to deliver lender commitment or remove financing contingency.

Closing Date:

Anticipated date for signing, funding, and recording the deed.

Recordation Deadline:

Date by which deed must be recorded to establish title transfer.

Key Transaction Milestones from Offer to Recording

Track milestone stages in sequence so each party meets conditions precedent and funding timelines before final recording.

01

Offer Accepted

Contract executed and Exhibit 1023 attached as the operative terms.

02

Due Diligence

Buyer completes inspections and title review; objections raised if needed.

03

Financing Approval

Lender issues commitment, satisfying financing contingency conditions.

04

Closing & Recording

Funds exchanged, deed executed, and county records the instrument.

Common Preparation Errors to Avoid

  • Using an imprecise legal description that differs from title records, which can delay insurance issuance and recording.
  • Mismatched party names between the exhibit, main agreement, and title commitments leading to corrective deeds or affidavits.
  • Omitting or mislabeling exhibits (surveys, easements, HOA docs) that title needs to clear exceptions, causing last-minute holdbacks.
  • Failing to set explicit contingency removal dates or delivery instructions, which triggers disputes over whether the contingency was timely removed.

Potential Consequences of Errors in Exhibit 1023

Recording Delay: Title issues
Financial Loss: Earnest money disputes
Tax Issues: Incorrect reporting
Contractual Void: Unenforceable clauses
Closing Failure: Buyer or seller walk-away
Regulatory Risk: Noncompliant notarization

How Exhibit 1023 Differs from a Standard Purchase Agreement

Compare the exhibit to the main Purchase and Sale Agreement to understand purpose and practical differences during closing.

Criteria Exhibit 1023 Standard Purchase & Sale
Primary Use deal specifics complete contract
Attachment standalone document
Detail Level focused terms broad obligations
Typical Signers buyers, sellers, escrow buyers, sellers, attorneys

eSignature Vendor Comparison for Executing Exhibit 1023

Select an eSignature provider that meets authentication, notary, and integration needs for real estate closings; signNow appears first for feature and pricing comparison.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Trial available Trial available Trial available Trial available
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Practical Examples: How Parties Use Exhibit 1023

These examples show real-world use of concise exhibits to reduce errors and speed closings across different sized transactions.

Optica Ventures LLC

Optica streamlined closings by standardizing exhibit attachments to every PSA.

  • The exhibit centralized title and survey references.
  • The result was fewer title exceptions and quicker escrow funding because title officers could find key terms without parsing the full contract.

Martin Properties

A regional broker used electronic exhibits with notarization to close remote transactions.

  • Signatures and RON notary steps were embedded in the workflow.
  • This allowed the company to complete out-of-state closings with complete audit trails and no in-person signer appearance.

Frequently Asked Questions About Exhibit 1023

Answers to common legal and execution questions about Exhibit 1023, including enforceability, signatures, notarization, and post-signature corrections.


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