Offer Purchase Agreement

OFFER PURCHASE AGREEMENT

This Offer Purchase Agreement (the Agreement) is made and entered into as of by and between Buyer: with mailing address , and Seller: with mailing address .

Property: (the Property), together with all improvements, fixtures, and appurtenances.

RECITALS

WHEREAS, Seller is the owner of the Property and has the authority to sell the Property free and clear of liens except as disclosed in this Agreement; and

WHEREAS, Buyer desires to purchase the Property and Seller desires to sell the Property upon the terms and conditions set forth herein; and

WHEREAS, Buyer has submitted this written offer and the parties intend for this writing to serve as a binding contract upon the terms below, subject to the contingencies expressly stated herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the parties agree as follows:

1. PURCHASE AND PURCHASE PRICE

1.1 Purchase Price. Buyer agrees to purchase and Seller agrees to sell the Property for a total purchase price of $ (Purchase Price), payable as set forth in this Agreement.

1.2 Payment at Closing. At closing, Buyer shall tender the Purchase Price by wire transfer, cashier's check or other funds acceptable to the title/escrow agent, less amounts held in escrow pursuant to Section 2 and subject to prorations and adjustments set forth herein.

2. EARNEST MONEY; ESCROW

2.1 Earnest Money Deposit. Contemporaneously with execution of this Agreement Buyer shall deliver earnest money in the amount of $ (Earnest Money) to the escrow holder identified below to be held in escrow in a federally insured account, subject to the terms of this Agreement.

Escrow Holder: ; Escrow deposit due by .

2.2 Forfeiture and Release. If Buyer defaults under this Agreement, Seller may elect to retain the Earnest Money as liquidated damages or pursue any other remedy at law or equity. If Seller defaults, the Earnest Money shall be returned to Buyer and Buyer may pursue specific performance or other remedies.

3. CLOSING

3.1 Closing Date and Location. The closing (Closing) shall occur on or before at the offices of the title company or such other place as the parties may mutually agree.

3.2 Conveyance. At Closing, Seller shall deliver to Buyer a duly executed general warranty deed (or other appropriate conveyancing instrument) conveying marketable title to Buyer free and clear of liens and encumbrances except those permitted by this Agreement, together with any affidavits and documents customarily required by the title company to issue standard title insurance.

4. TITLE, SURVEY AND TITLE INSURANCE

4.1 Title Commitment. Within a commercially reasonable time after execution, Seller shall furnish Buyer with a current commitment for title insurance and copies of all recorded instruments affecting title. Buyer shall have a period of days to review title exceptions and to notify Seller of any objections.

4.2 Cure. Seller shall use commercially reasonable efforts to cure title objections prior to Closing. If Seller is unable to cure an objection prior to Closing, Buyer may elect to waive the objection, accept title subject to the exception, or terminate this Agreement and receive a return of the Earnest Money.

5. INSPECTIONS; CONDITION OF PROPERTY

5.1 Inspection Period. Buyer shall have days from the Effective Date to conduct inspections, tests and investigations of the Property (Inspection Period). Buyer shall provide Seller written notice of any defects discovered and any request for repairs or credits within the Inspection Period.

5.2 Acceptance; Termination. If Buyer does not provide written notice of objections within the Inspection Period, Buyer shall be deemed to have accepted the condition of the Property. If Buyer timely objects and the parties cannot agree on a resolution within ten (10) days, Buyer may terminate this Agreement by written notice and receive a refund of the Earnest Money.

6. REPRESENTATIONS AND WARRANTIES

6.1 Seller Representations. Seller represents and warrants to Buyer that: (a) Seller has full right, power and authority to enter into this Agreement and to convey the Property; (b) there are no pending actions, orders, or notices affecting the Property except as disclosed in writing; and (c) Seller has not received written notice of violations of law or orders that remain uncured affecting the Property.

6.2 Buyer Representations. Buyer represents that Buyer has the financial capacity to consummate the transaction and that Buyer is not relying on any representations or warranties other than those expressly set forth in this Agreement.

7. CONDITIONS TO CLOSING

7.1 Buyer's Conditions. Buyer's obligation to close is subject to: (a) Seller's performance of all material obligations; (b) delivery of marketable title subject only to permitted exceptions; and (c) absence of any material adverse change to the Property prior to Closing.

7.2 Seller's Conditions. Seller's obligation to close is subject to Buyer's performance of all obligations and payment of the Purchase Price as provided in this Agreement.

8. DEFAULT; REMEDIES

8.1 Buyer's Default. If Buyer fails to close in accordance with this Agreement, Seller may retain the Earnest Money as liquidated damages, pursue specific performance, or seek any other remedy permitted by law. The parties agree that the Earnest Money is a reasonable estimate of Seller's damages in the event of Buyer's default.

8.2 Seller's Default. If Seller fails to convey the Property as required, Buyer may elect to terminate this Agreement and receive a refund of the Earnest Money or seek specific performance and exercise other remedies available at law or equity.

9. RISK OF LOSS; PROPERTY CONDITION AT CLOSING

9.1 Risk of Loss. Risk of loss to the Property shall remain with Seller until Closing. If the Property is materially damaged prior to Closing, Buyer may terminate this Agreement and receive the Earnest Money or proceed to Closing on such terms as the parties may mutually agree.

9.2 As-Is. Seller discloses that the Property is being sold as-is Buyer acknowledges that except for Seller's express warranties in this Agreement, Seller makes no other warranties, express or implied.

10. PRORATIONS AND COSTS

10.1 Prorations. Real estate taxes, assessments, rents, utilities and other customary items shall be prorated as of the Closing Date. Seller shall be responsible for all conveyance taxes, if any, unless otherwise agreed in writing.

10.2 Closing Costs. Each party shall pay its own counsel fees and expenses. The parties shall allocate other closing costs as follows: Title insurance premium (Buyer), escrow fees (shared equally), and recording fees (Buyer).

11. NOTICES

All notices required or permitted hereunder shall be in writing and shall be deemed delivered upon personal delivery, on the date of confirmed facsimile transmission, on the date of confirmed electronic transmission when addressed to the addresses set forth above, or on the third business day after deposit in the United States mail, postage prepaid, certified mail, return receipt requested.

12. MISCELLANEOUS

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state in which the Property is located without regard to conflict of law principles.

12.2 Entire Agreement. This Agreement, including all attached exhibits and addenda, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

12.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect and such invalid or unenforceable provision shall be reformed to reflect the parties' original intent to the extent permitted by law.

12.4 Amendments; Waiver. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. The waiver of a breach of any provision shall not operate as a waiver of any subsequent breach.

12.5 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered by electronic transmission shall be effective as originals.

Each party acknowledges that this Agreement constitutes a binding offer to purchase or sell the Property upon the terms set forth herein and that execution by the parties shall create enforceable obligations as provided by its terms.

Sign Now