Fill and Sign the Letter Purchase Property Sample Form

Letter of Intent as to Sale and Purchase of Commercial Property (Date) (Name and Address of Purchaser or Seller) Re: Letter of Intent for Land and Building Located at (street address, city, county, state, zip code) Dear (Name of Purchaser or Seller): Pursuant to this Letter of Intent, John Doe (Purchaser) shall purchase from Mary Smith (Seller) that certain property (Property) located at (street address, city, county, state, zip code ), on the following terms and conditions: I. Description of Property All real and personal property consisting of (describe), including all leases, contracts and intangibles related to the Property, and legally described as follows: (Legal Description) II. Purchase Price The purchase price shall be $________________, payable as follows (e.g., cash at closing). III. Closing 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 X 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 assurances regarding environmental, operational and other information with respect to the prior history and use of the Property. IV. Title and Survey Seller shall deliver to Purchaser: A. A title insurance commitment proposing 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 insurance commitment; and B. The existing "as-built" survey for the Property within (e.g., ten) business days following the execution of this Letter of Intent. V. Earnest Money If Purchaser agrees to accept the Property at the end of the (e.g., 60) day approval period as provided in Section VIII, Purchaser shall make a cash deposit of $__________ to a trust account in the name of (e.g., closing attorney) as earnest money. The deposit is referred to below as the escrow deposit. The escrow deposit will be applied to the purchase price at closing or returned to Purchaser in accordance with Section VIII. VI. Costs Seller agrees to pay the following costs: ALTA Form B extended coverage title policy including appropriate endorsements (such as zoning and environmental), any documentary stamps and/or intangibles taxes, transfer taxes, survey, costs to clear title, if any, and one-half of a Phase I environmental audit. Purchaser will pay his own inspection and recording costs. Each party will pay their own attorney's fees . (Other costs should be stated and allocated in accordance with local pricing and local custom). VII. 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 (i.e., 60 days) , then this Letter of Intent shall become null and void and no party shall have any further obligation under it. VIII. Approval Period Commencing with receipt of the documents for the Property listed on Exhibit ___, Purchaser shall have a (e.g., 60) day inspection period ending on the approval date to perform its 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 third-party reports. Seller and Purchaser will engage a qualified engineering firm to perform a Phase I environmental audit of the Property. The cost of this audit (e.g., will be split evenly between the parties) . 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. The cost of this engineering inspection will be paid for by Purchaser. To facilitate Purchaser's inspections within the approval period, Seller shall, in addition to items listed on Exhibit ___ , 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 he accepts the Property and place into escrow the "escrow deposit" 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. 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 escrow deposit. IX. Conditions of Purchase This offer is conditioned upon the following: 1. Purchaser's satisfactory review of the title commitment provided pursuant to Section IV and all matters affecting title to the Property; 2. Purchaser's inspection and approval of the as-built survey and the plans and specifications for the Property; 3. Evidence of proper zoning and other permits required for the operation of the Property; 4. Purchaser's inspection and approval of a soils report which shall include a toxic waste sign-off and construction testing procedures; 5. Purchaser's acceptance of the Property by the approval date; and 6 . ( 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.) X. Items to be Delivered at Closing The following items shall be delivered at closing: 1. The conveyance of title to the Property by general warranty deed, free and clear of all encumbrances; 2. 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; 3. 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, from (e.g., name of closing attorney), as agent . (Purchaser reserves the right to increase the face amount of the policy, at its own expense); 4. Evidence that Seller is authorized to sell and Purchaser is authorized to purchase the Property; 5. All items listed on Exhibit ___ , and to the extent possible, updated to within (e.g., 30) days of the closing date; 6. Appropriate indemnifications from Seller regarding claims, liabilities, environmental matters and litigation; 7. An assignment of all contracts, permits, licenses and similar items affecting the Property; 8. Pay-off letters and appropriate discharges and releases for any liens encumbering the Property. XI. Seller’s Documents Upon execution of this Letter of Intent, Seller will forward to Purchaser, within (ten) business days, the items listed on the attached Exhibit ___ for the Property. XII. Time of Expiration Unless the undersigned shall receive from Seller an executed copy of this Letter of Intent on or before (date) at (time ) (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. XIII. Third-Party Negotiation 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 in derogation of this Letter of Intent. XIV. 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 (60 days) after Purchaser submits its proposed purchase and sale agreement to Seller under Section VII, then this Letter of Intent shall have no further force and effect and neither party shall have any obligation under it. XV. Brokers Purchaser 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 me. I look forward to a successful relationship with you and await your early response. Sincerely, ___________________ John Doe, Purchaser Agreed to and accepted on (date) . ___________________________ Mary Smith, Seller (Attach Exhibits)