Fill and Sign the Letter Intent Real Estate Form

Letter of Intent to Purchase Commercial Real Estate___________________________ (Date) To: ________________________________________________________ (Seller) Street Address __________________________________________________ Post Office Box ______________ City, State ___ __________________________________________________, USA Re: Letter of Intent to Purchase Commercial Property Located at ________________ ____________________________________________________________________________________________________________ (street address, city, county, state, zip code) Dear Sir: Pursuant to this Letter of Intent, ____________________________________________ (Purchaser) intends to purchase from _________________________________________ _________________________ (Seller), a corporation organized and existing under the laws of the state of _____________________________________, with its principal office located at __________________________________________________________ ________________________________________________________________________________________________________ (street address, city, county, state, zip code) , that certain property located at __________________________________________________ ___________________________________________________________________________________________________________ (street address, city, county, state, zip code), herein referred to as Property, on the following terms and conditions: 1. Description of Property All real and personal property located at _________________________________ ___________________________________________________________________________________________________________ (street address, city, county, state, zip code), including all leases, contracts and intangibles related to the Property, and legally described as follows: Insert Legal Description 2. Purchase Price The purchase price shall be $_________________, cash. 3. Closing of Transaction Closing will take place on ______________________________ (date of closing), or _____________________________________________________________________ ____________________________________________________ (e.g., within 30 days of Purchaser obtaining a first mortgage loan in the amount of $____________________). At closing, Seller, at Seller's expense, shall deliver to Purchaser the items described in Section 10 and all other items that are reasonably requested by Purchaser to transfer all right, title and interest of Seller in the Property to Purchaser, and to give Purchaser reasonable assurances regarding marketable title, environmental, operational and other information with respect to the prior history and use of the Property. 4. Title and Survey Seller shall deliver to Purchaser: A. A title commitment to insure Purchaser as the owner of the Property in the amount of the purchase price, with copies of all exceptions or matters referenced on the title commitment; and; B.The existing as-built survey for the Property within ______ business days following the execution of this Letter of Intent. 5. Earnest Money If Purchaser agrees to accept the Property at the end of the ______ (e.g., 60)-day approval period as provided in Section 8, Purchaser shall make a deposit of $_______________ cash as Earnest Money. This Earnest Money will be applied to the purchase price at closing or returned to Purchaser in accordance with Section 8. 6. Costs Seller agrees to pay the following costs: A. ALTA Form B extended coverage title policy including appropriate insurance, zoning and environmental endorsements; B.Documentary stamps and intangibles taxes, if any; C. Transfer taxes, if any; D. Recording fees for warranty deed, if any; E. Cost of Survey; F. One-half of any environmental audit; and G. Costs to clear title, if any. Purchaser will pay for one-half of any Phase I environment audit, his own inspection costs, and attorney's fees. Other costs will be adjusted in accordance with local pricing and local custom. Ad Valorem taxes will be pro-rated between Purchaser and Seller to the date of closing. 7. Purchase and Sale Agreement Purchaser will provide Seller with a form of a purchase and sale agreement for the Property containing the essential provisions of this Letter of Intent and other provisions acceptable to the parties. If the form of purchase and sale agreement is not agreed to and executed within _____________ (e.g., 60 days) from the date of this Letter, then this Letter of Intent shall become null and void and no party shall have any further obligation under it. 8. Approval PeriodA.Commencing with receipt of the documents for the Property listed on Exhibit A attached hereto and made a part hereof, Purchaser shall have a _______ (e.g., 60) -day inspection period ending on the approval date to perform his complete due diligence review, which may include (but is not limited to) an examination of title, inspections of the Property, a review of the Property's financial performance and the obtaining of all necessary third-party reports. Purchaser will engage a qualified engineering firm to perform a Phase I environmental audit of the Property. Purchaser may waive the requirement of a Phase I environmental audit should Seller provide Purchaser with a prior Phase I audit acceptable to Purchaser. Purchaser will engage a consulting engineer firm to perform a physical inspection of the Property. One-half of the cost of this engineering inspection will be paid for by Purchaser and one-half shall be paid for by Seller. B. To facilitate Purchaser's inspections within the approval period, Seller shall, in addition to items listed on Exhibit A, deliver or make available all books records and financial documents, planning and zoning documents and approvals and all environmental or soil or other construction tests for the Property for Purchaser's examination. Seller shall cooperate with Purchaser in providing access to Purchaser's engineers, analysts and appraisers, at Purchaser's sole expense, to conduct the inspections of the Property within the inspection period. The inspections will not disturb the use of the Property by Seller, and Purchaser shall be responsible for any damages caused by such inspections. On or before the approval date, Purchaser shall either: 1. Notify Seller that it accepts the Property and place into escrow the Earnest Money , subject only to the remaining conditions stated in the purchase and sale agreement; or 2. Advise Seller of any problems which need to be addressed, in which case unless the parties can reach a satisfactory resolution of such problems, Purchaser may either elect to resolve these problems, or terminate the agreement with no further liability on the part of either party. C. If Purchaser is not satisfied as to any matters reviewed by it during the approval period or if any other conditions to the sale of the Property cannot be met, whether during or after the approval period, then Purchaser shall receive the return of his Earnest Money. 9. Conditions of Purchase This offer is conditioned upon the following: A.Purchaser's satisfactory review of the title commitment provided pursuant to Section 4 and all matters affecting title to the Property; B. Purchaser's inspection and approval of the as-built survey and the plans and specifications for the Property; C. Evidence of proper zoning and other permits required for the operation of the Property; D. Purchaser's inspection and approval of a soils report which shall include a toxic waste sign-off and construction testing procedures; E. Purchaser's acceptance of the Property by the approval date; and F. ____________________________________________________________ __________________________________________________________________ ______________________________________________________________________________________________________________________________________________________________________________________________________ ( E.G., Purchaser obtaining a commitment for a first mortgage loan of $______________ to finance its purchase of the Property within 120 days after the execution by both parties of a mutually satisfactory purchase and sale agreement.) 10. Items to be Delivered at Closing The following items shall be delivered at closing: A.The conveyance of title to the Property by general warranty deed, free and clear of all encumbrances; B. The conveyance of title to the personal property of Seller located at the Property by bill of sale, warranting that such personal property is free and clear of all encumbrances and security interests;C. At Seller's expense, an ALTA Form B extended coverage owner's title insurance policy issued in accordance with the title commitment which has been accepted by Purchaser. Purchaser reserves the right to increase the face amount of the policy, at his own expense); D. Sufficient evidence that Seller is authorized to sell the Property; E. All items listed on Exhibit B, and to the extent possible, updated to within _________ (e.g., 30) days of the closing date; F. Appropriate indemnifications from Seller regarding claims, liabilities, environmental matters and litigation; G. An assignment of all contracts, permits, licenses and similar items affecting the Property; H. Pay-off letters and appropriate discharges and releases for any liens encumbering the Property. 11. Seller’s Documents Upon execution of this Letter of Intent , Seller will forward to Purchaser, within _________________ (e.g., ten) business days, the items listed on the attached Exhibit C for the Property. 12. Time of Expiration Unless the undersigned shall receive from Seller an executed copy of this letter of intent on or before _________________________________ (date) at ___ o’clock ___. M. ____________________________________________________ (the time of expiration), the offer contained in this Letter of Intent shall lapse and terminate at the time of expiration and shall be null and void and of no further force or effect. 13. Negotiation with Other Parties So long as Purchaser is not in default of this agreement or the subsequently executed purchase and sale agreement, Seller shall not enter into any agreement with other prospective purchasers regarding sale of Property. 14. No Definitive Contract This Letter is intended as an expression of the mutual intent of the parties as to certain aspects of a proposed transaction. The parties, however, agree that there are material terms as to which agreement has not been reached. The parties also agree that this letter is not intended to be and is not to be construed to be a definitive contract and is subject to execution and delivery of purchase and sale agreement satisfactory to our respective counsel. In the event that the purchase and sale agreement described in this letter of intent is not executed by both parties within _________________ (e.g., 60 days) after Purchaser submits its proposed purchase and sale agreement to Seller under Section 7, then this Letter of Intent shall have no further force and effect and neither party shall have any obligation under it. 15. Brokers Purchaser (or Seller ) shall be responsible for the brokerage fee or commission payable in connection with the proposed transaction. Each party shall indemnify the other for the claim of any other broker or other party claiming any fee or commission arising out of the acts of the indemnifying party. If the above terms and conditions are acceptable, please sign both copies of this letter, retain one copy for your files, and return the second signed copy to us. Sincerely, ____________________________________ John X. Purchaser We hereby accept the offer described above on this the _____ day of _______________________________, 20____. ____________________________________ Acme Sellers, Inc. By: ________________________________ President