Parcel Purchase Agreement

PARCEL PURCHASE AGREEMENT

This Parcel Purchase Agreement (the Agreement) is made and entered into as of Effective Date: by and between Buyer Name: whose address is (Buyer), and Seller Name: whose address is (Seller).

RECITALS

WHEREAS, Seller is the record owner of a certain parcel of real property and appurtenances located at Parcel Address: and legally described as:

WHEREAS, Buyer desires to purchase the parcel described above (the Parcel) and Seller desires to sell the Parcel upon the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that the transfer of the Parcel be effected by delivery of a deed at Closing and that certain adjustments and prorations be made as set forth below.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. PURCHASE AND SALE

1.1. Sale. Seller agrees to sell and convey to Buyer, and Buyer agrees to purchase from Seller, the Parcel, together with all improvements, rights, privileges, easements and appurtenances belonging thereto, on the terms and conditions set forth in this Agreement.

1.2. Purchase Price. The total purchase price for the Parcel shall be $ (Purchase Price), payable as provided in this Agreement.

2. EARNEST MONEY

2.1. Deposit. Within days after Effective Date, Buyer shall deposit earnest money in the amount of $ with Escrow Holder: (Escrow Holder). The earnest money shall be applied to the Purchase Price at Closing or disbursed in accordance with the terms of this Agreement.

3. CLOSING

3.1. Closing Date and Place. The closing of the transaction contemplated by this Agreement (Closing) shall occur on or before (Closing Date) at the offices of Closing Location: or at such other time and place as the parties may mutually agree in writing.

3.2. Deliveries at Closing. At Closing, Seller shall deliver to Buyer a duly executed general warranty deed (or other instrument reasonably satisfactory to Buyer) conveying marketable fee simple title, together with an owner’s affidavit reasonably required by the title insurer, and such other documents as are customary for transfers of similar property. Buyer shall deliver the balance of the Purchase Price by wire transfer or other immediately available funds.

4. TITLE; SURVEY; CONDITIONS

4.1. Title Commitment. Within days after Effective Date, Seller shall deliver a commitment for title insurance issued by Title Company: committing to issue an owner’s policy in the amount of the Purchase Price, subject only to the permitted exceptions set forth in this Agreement.

4.2. Survey. Buyer may, at Buyer’s expense, obtain a survey of the Parcel not later than . If the survey discloses encroachments or boundary discrepancies that materially impair Buyer’s intended use, Buyer may either require Seller to cure such matters prior to Closing or terminate this Agreement by written notice prior to Closing.

4.3. Condition; Inspections. Buyer acknowledges that Buyer has had the opportunity to inspect the Parcel. Buyer’s obligations to close are not contingent upon Seller performing repairs unless expressly set forth in a written amendment signed by both parties.

5. REPRESENTATIONS AND WARRANTIES

5.1. Seller’s Representations. Seller represents and warrants to Buyer as of the Effective Date and as of Closing that: (a) Seller is the sole lawful owner of the Parcel and has full right, power and authority to sell the Parcel; (b) there are no undisclosed leases, tenancies, or unrecorded rights affecting the Parcel except as disclosed in writing to Buyer; (c) to Seller’s actual knowledge, there is no pending or threatened litigation, condemnation, or environmental claim affecting the Parcel; and (d) no default exists under any agreement affecting the Parcel that would permit termination or acceleration by a third party upon Closing.

5.2. Buyer’s Representations. Buyer represents and warrants to Seller that Buyer has the legal capacity and authority to enter into and perform this Agreement, and Buyer’s obligations under this Agreement are not subject to any approval not obtained as of the Effective Date.

6. TAXES; PRORATIONS; UTILITIES

Property taxes, assessments and utility charges for the Parcel shall be prorated as of the Closing Date. Seller shall be responsible for all taxes and assessments that are a lien as of the Effective Date. Real property transfer taxes, if any, shall be paid by .

7. DEFAULT AND REMEDIES

7.1. Buyer Default. If Buyer fails to perform Buyer’s obligations hereunder (other than Seller’s breach), Seller may retain the earnest money as liquidated damages and terminate this Agreement, or pursue any other remedy available at law or in equity, including specific performance.

7.2. Seller Default. If Seller fails to perform Seller’s obligations hereunder, Buyer may terminate this Agreement and receive a return of earnest money, or seek specific performance or other remedies available at law or in equity.

8. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any claims, losses, liabilities, costs and expenses (including reasonable attorneys’ fees) arising out of that party’s breach of any representation, warranty or covenant contained in this Agreement, except to the extent caused by the indemnitee’s negligence or willful misconduct.

9. NOTICES

All notices, demands or other communications required or permitted under this Agreement shall be in writing and shall be delivered by hand, nationally recognized overnight courier, or certified mail (return receipt requested) to the addresses set forth below or such other address as a party may specify by notice to the other.

10. ASSIGNMENT

Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, however, Buyer may assign its rights to an affiliate or lender in connection with financing so long as the assignee assumes Buyer’s obligations hereunder in writing.

11. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended, modified or supplemented only by a written instrument signed by both parties. No waiver of any provision shall be effective unless in writing and signed by the party waiving compliance. This Agreement may be executed in counterparts, each of which shall be an original and all of which together shall constitute one instrument.

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

12.1. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

12.2. Entire Agreement. This Agreement, including all exhibits and documents referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations and agreements, whether written or oral.

12.3. Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be reformed only to the extent necessary to make it enforceable.

13. MISCELLANEOUS

13.1. Captions. Section headings are for convenience only and shall not affect interpretation. 13.2. Binding Effect. This Agreement shall bind and inure to the benefit of the parties and their respective heirs, successors and permitted assigns.

Sign Now