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Purchase Agreement

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Purchase Agreement Form and Variations

Table of Contents

Purchase Agreement for Mortgage Loans (Seller's Form)

Purchase Agreement

Seller's Alternative Provisions for Purchase Agreement

1. Auctions

Purchaser's Alternative Provisions for Purchase Agreement

1. Refund Of Down Payment Due To Regulatory Requirements

2. Seller's Representations And Purchaser's Remedies

3. Disclosure Of All Material Facts

4. Broker

Purchase Agreement for Mortgage Loans (Seller's Form)

Purchase Agreement

This Agreement, entered into this , between , , having an address at (the "Seller"), and , , having an address at (the "Purchaser").

WHEREAS, the Seller agrees to sell, and the Purchaser agrees to purchase all those loans set forth in Schedule A annexed to this Agreement (collectively called the "Loans"), for the Purchase Price provided in this Agreement.

NOW THEREFORE, the Seller and the Purchaser agree as follows:

Defined Terms. The following terms are hereby defined as follows:

1.1 "Adjustment Date" means the date established by the Seller prior to the Closing Date, which date shall be used to calculate the Purchase Price and closing adjustments.

1.2 "Agreement" means this Purchase Agreement (including all Schedules hereto).

1.3 "Assignment" means the document executed by an authorized representative of the Seller, by which the Seller sells, assigns and conveys to the Purchaser all right, title, and interest of the Seller in the Loans, in the form of Schedule B annexed to this Agreement.

1.4 "Business Day" means any day, other than Saturday or Sunday, on which national banks are open for business to the public in .

1.5 "Closing" means the simultaneous delivery and payment actions described in the Agreement.

1.6 "Closing Date" means a time and date selected by the Seller for the Closing.

1.7 "Loan Document" means each note, deed of trust, mortgage, assignment of leases and rents, security agreement, UCC financing statement, guarantee, letter of credit, loan agreement, and other related document.

1.8 "Loan File" means all Loan Documents and related documents currently held by the Seller.

1.9 "Loan Group" means each group of Loans which the Purchaser has agreed to purchase, and which are set forth on Schedule A.

1.10 "Multiholder Loan" means each Loan subject to a noteholder, participation, or similar inter-creditor agreement.

1.11 "Principal Balance" means the unpaid principal balance as of a specific date.

1.12 "Purchase Price" means $.

1.13 "Post-Closing Date" means the date, as determined by the Seller, within ninety (90) calendar days after the Closing Date.

1.14 "Third Party Borrower" means any borrower, obligor, guarantor, surety, or other party liable for any obligation relating to any Loan.

Agreements To Sell And Purchase.

The Seller agrees to sell, assign, transfer, and convey to the Purchaser, and the Purchaser agrees to purchase, all the right, title, and interest of the Seller, as of the Closing Date, in and to each Loan.

Purchase Price.

The Purchaser shall pay to the Seller, at the Closing, the amount of the Purchase Price, less the down payment previously paid by the Purchaser.

Adjustment Date:

Outside Closing Date:

Place of Closing:

No Refund of Discount. The Purchaser is not entitled to any rebate or refund or adjustment from the Seller on account of any pre-computed or discounted Loan.

Liquidated Damages And Other Payments To Seller. If the Purchaser fails to consummate the purchase of the Loans, the Seller may retain the Down Payment and other applicable amounts.

Assignment.

At Closing the Seller shall deliver to the Purchaser an Assignment executed by an authorized representative of the Seller.

Negotiation.

Pay to the order of

Without Recourse, Representation or Warranty

Seller's Closing Deliveries.

At the Closing, the Seller shall deliver to the Purchaser each original Loan Document in the Seller's possession with respect to the Loans, together with a copy of the contents of each Loan File relating to the Loans.

Additional Transfer Documents.

The Seller shall execute and deliver additional instruments as may be required by law to transfer the Seller's interest in the Loans.

Purchaser's Covenants, Representations and Warranties.

12.1 No Violation By Purchaser of Collection Laws. Purchaser will not violate laws relating to unfair credit collection practices.

12.2 No Action By Purchaser In Seller's Name. Purchaser will not use the Seller's name without consent.

12.3 Contracts With Attorneys And Collection Agents. Purchaser takes the Loans subject to all fee agreements.

12.4 Government-Insured And Guaranteed Loans. Purchaser acknowledges governmental insurance or guaranty requirements.

12.5 No Reliance on Seller. Purchaser relies on its own evaluation.

12.6 Purchaser To Pay All Broker's Fees. Purchaser is solely responsible for broker commissions and fees.

12.7 Authority And Compliance With Organizational Requirements. Purchaser represents authority and compliance.

12.8 Purchaser's Information True And Complete. Purchaser information is true and complete.

No Warranties or Representations By Seller.

The sale is made without recourse or warranty, except as provided in this Agreement.

Retention And Availability Of Records.

15.1 Purchaser agrees to retain all documents and records as required by law.

15.2 Seller shall have the continuing right to use, inspect, and make extracts from or copies of such records.

15.3 Purchaser agrees to allow the Seller possession, custody, and use of original documents.

15.4 Before destruction or disposition of documents, Purchaser shall give reasonable notice to the Seller.

IRS Returns.

The Purchaser agrees to submit all Internal Revenue Service forms and information returns for all Loans transferred under this Agreement.

Party of Record; Seller's Legal Fees.

Purchaser shall notify the Seller of the attorney selected to represent the Purchaser's interests in litigation involving any Loan.

Purchaser Shall Not Use Seller's Name.

Purchaser shall not use any name, trade name, or trademark similar to the Seller's name.

Post-Closing Proof Of Claim.

Purchaser agrees to file proofs of claim in applicable bankruptcy cases.

Payment By Purchaser For Seller's Staff.

Purchaser shall reimburse the Seller for staff time and related expenses if the Seller's employees are required to participate in litigation.

Purchaser Responsible For Property Insurance.

Purchaser is responsible for being substituted as loss payee on insurance policies.

Purchaser Assumes All Escrow Obligations.

Purchaser shall assume and discharge all obligations relating to escrow, trust, and fiduciary relationships.

Purchaser Shall Assume Seller's Obligations In Multiholder Loan.

Purchaser agrees to assume the role of lead lender, agent, or trustee in applicable loans.

Notice To Third Party Borrowers.

Purchaser shall give notice of the sale of the Loans to all Third Party Borrowers.

Notice To Seller Of Litigation.

Purchaser shall immediately notify the Seller of any claim or litigation against the Seller.

No Loan Modification Unless Seller Released.

Purchaser shall not modify or release any Loan unless the Seller receives required releases.

Notices.

Purchaser Notice Address:

Seller Notice Address:

Applicable Law.

This Agreement shall be governed by the laws of the State of .

No Assignment By Purchaser. This Agreement may not be assigned by the Purchaser without the Seller's prior written consent.

Survival. Each covenant shall survive the Closing.

NO TRIAL BY JURY.

The Purchaser and Seller irrevocably waive any right to trial by jury.

Executed this

The Purchaser:

The Seller:

Schedule A

Loans

Description of Loans

Broker:

Schedule B

Assignment

Assignment text / document attachment

Schedule C

Release of Seller Parties

Schedule D

Assignment of Proof of Claim

Seller's Alternative Provisions for Purchase Agreement

Auctions.

If the Seller intends to sell the Loans by auction, then the following changes should be made.

1.1 Add Auction Documents definition.

1.2 Purchase Price formula using Bid Percentage.

1.3 Add incorporation of Auction Documents.

Purchaser's Alternative Provisions for Purchase Agreement

Refund Of Down Payment Due To Regulatory Requirements.

Add the following at the end of Section "Liquidated Damages And Other Payments To Seller".

Seller's Representations And Purchaser's Remedies.

Add Reacquisition Price definition and related remedies.

Disclosure Of All Material Facts.

The Seller will disclose all material facts relating to the Loans.

Broker.

If there is a broker, specify in Schedule A.

Additional loan representation checklist

Seller has good title to the Loans.

No approval needed for sale.

Seller has power and authority.

Loans sold free of liens.

Loans validly assigned.

Sale covers all rights to Loans.

No contingent interest or equity.

Payment history is complete.

Loans enforceable; no defenses.

First lien against collateral.

First lien against rents.

Collection of rents rights preserved.

No releases required except in full payment.

Deed of trust trustee properly appointed.

Payment adjustments are enforceable.

Remedies are enforceable.

Permitted exceptions acceptable.

No adverse encroachments.

No improvements in flood zone.

Title policies in force and assignable.

No amendment, subordination, or release of collateral.

No payment more than 30 days in arrears.

No arrears in governmental charges.

No default exists.

Loans fully disbursed.

No future advance required.

Holders' obligations fulfilled.

Legal compliance by seller.

Doing business requirements satisfied.

REMIC requirements satisfied.

Servicing compliant and prudent.

Escrows and reserves accounted for.

Environmental condition acceptable.

No other loan by holder to obligor.

Payments received only from borrower.

No material falsehood or omission.

Seller disclosed all material facts.

Schedule A is correct.

No material adverse litigation.

No condemnation.

No mechanic's lien.

Property and liability insurance in force.

Proceeds and awards applied as required.

No insurance claim adversely affecting rights.

Permits valid and in force.

Signature Sections

Purchaser Signature

Seller Signature

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What a Purchase Agreement Covers

A Purchase Agreement is a legally binding contract that records the terms and conditions under which one party agrees to buy and another agrees to sell goods, services, or property. It specifies the parties, the item or assets transferred, price and payment schedule, delivery terms, representations and warranties, contingencies, and remedy provisions. In the United States these agreements can be executed electronically under ESIGN and UETA when parties consent, and must address applicable state law, notarization, and closing steps for regulated assets.

Why a Clear Purchase Agreement Matters

A Purchase Agreement clarifies obligations, reduces dispute risk, and documents pricing, delivery, and remedies. It protects buyer and seller by defining transfer conditions, inspection rights, and breach consequences. Using a complete agreement improves enforceability and auditability under ESIGN and UETA.

Why a Clear Purchase Agreement Matters

Who Typically Completes a Purchase Agreement

Common users include contract managers, procurement teams, brokers, attorneys, and individual buyers or sellers handling asset transfers.

  • Real estate agents and buyers negotiating residential or commercial property transactions.
  • Procurement and purchasing teams for goods, equipment, or supply agreements.
  • Private parties or small businesses buying inventory, intellectual property, or services.

Understanding who typically completes a Purchase Agreement helps assign roles, establish signing authority, and select required witnesses or notaries.

Typical Roles Involved

Buyer Representative

A Buyer Representative (agent, purchasing manager, or in-house counsel) negotiates price, conditions, inspection periods, and financing contingencies. They verify seller disclosures, coordinate closing logistics, and ensure the buyer's obligations are clear before signature to minimize post-closing disputes.

Seller Representative

A Seller Representative (owner, broker, or contracting officer) prepares the agreement, discloses known defects or encumbrances, and sets delivery and title transfer terms. They confirm acceptance provisions, escrow arrangements, and any retained rights prior to execution to preserve seller remedies.

Essential Sections to Include

Core sections in a Purchase Agreement establish scope, payment, risk allocation, warranties, closing conditions, and remedies to create a complete enforceable contract.

Parties

List full legal names and contact information for buyer and seller, including business entity type and state of formation. Accurate names are critical for enforceability and proper service of notices.

Purchase Description

Describe goods, property, or services with identifiers (VIN, serial, legal description) and include exhibits or schedules for detailed assets or specifications.

Price & Payment

Specify purchase price, deposit amounts, payment schedule, financing contingencies, and consequences for late payment or default, including escrow handling.

Closing & Transfer

Set closing date, delivery terms, inspection rights, transfer of title, risk of loss, and any conditions precedent to closing.

Warranties & Representations

Allocate seller and buyer assurances about authority, condition, encumbrances, and compliance; include survival periods and limitations of liability.

Remedies & Termination

Define breach remedies, liquidated damages, indemnities, cure periods, and procedures for termination and dispute resolution including jurisdiction.

Step-by-Step: Preparing and Executing the Agreement

Follow these steps to prepare, review, and execute a Purchase Agreement efficiently and in compliance with electronic signature laws.

  • 01
    Gather Information: Collect party names, asset details, price, and exhibits.
  • 02
    Draft Terms: Write clear payment, delivery, and contingency clauses.
  • 03
    Review & Approve: Legal and financial review; confirm approvals.
  • 04
    Sign & Archive: Obtain signatures, notarize if required, store copies.

How Electronic Execution Typically Flows

Typical electronic execution workflow shows document routing from drafter to each signer, authentication, signing, and final distribution with audit trail capture.

  • Upload Document: Upload the contract in PDF or DOCX format.
  • Place Fields: Insert signature, date, and checkbox fields.
  • Send to Signers: Email links or bulk-send invitations with signer order.
  • Completion: Signed copies and certificate of completion delivered.

Typical Online Workflow Settings

Configure an online workflow to control signer order, authentication, and document retention before sending for signature.

Field Configuration
Signer Order Sequential or parallel signing; choose based on transaction.
Authentication Email link by default; optionally add SMS or KBA.
Reminders Set automated reminders and expiration windows.
Storage Save signed PDFs and audit trail to integrated storage.

Platform and File Requirements for eSignature

Electronic execution requires compatible browsers, up-to-date mobile apps, supported file formats (PDF, DOCX), and secure transmission channels to ensure signer accessibility and document integrity.

  • Browsers: Modern Chrome, Edge, Safari supported.
  • File Types: PDF, DOCX, and fillable forms.
  • Integrations: CRM and cloud storage connectors.

Security and Compliance Highlights

Encryption In Transit: TLS 1.2/1.3 in transit.
Encryption At Rest: AES-256 encryption at rest.
Certifications: SOC 2 Type II, ISO 27001.
HIPAA: BAA available for covered entities.
21 CFR Part 11: Support for FDA auditability.
Access Controls: SSO, role-based permissions.

Common Preparation Pitfalls to Avoid

  • Using vague descriptions or missing exhibits creates ambiguity about what's being transferred and can prompt litigation to define parties' intent and remedy rights.
  • Failing to specify payment schedule, escrow procedures, or remedies for late payment may lead to collection disputes and costly enforcement actions.
  • Neglecting to require or confirm clear signing authority for entities (missing corporate resolutions) can invalidate signatures or delay closings.
  • Omitting contingency deadlines or inspection windows allows one party to delay performance and potentially rescind or negotiate unfavorable changes.

Consequences of an Incorrect or Incomplete Agreement

Enforceability Risk: Missing signer intent can void agreement.
Tax Penalties: Incorrect reporting may trigger IRC §6721 fines.
Title Defects: Undisclosed liens cause costly remediation.
Late Closing: Damages and lost deposit exposure.
HIPAA Exposure: Improper PHI handling risks 45 CFR §164.502.
Authentication Failure: Weak identity checks risk repudiation.

Key Contract Dates and Deadlines

Key dates in a Purchase Agreement govern inspections, financing, closing, and post-closing obligations; clear deadlines reduce disputes and delay risk.

Effective Date:

Date the agreement takes effect upon signature.

Inspection Period:

Timeframe for buyer inspections and cure requests.

Financing Contingency:

Deadline to secure lender approval or terminate.

Closing Date:

Date for transfer of title and payment.

Post-Closing Obligations:

Time-limited obligations like escrow holdback or indemnity claims.

Milestone Sequence from Offer to Recording

Milestone timeline shows sequential stages from initial offer through closing and post-closing tasks to help track responsibilities and deadlines.

01

Offer & Acceptance

Buyer makes offer; parties sign initial term sheet or LOI.

02

Due Diligence

Buyer inspects assets; raises cure items within inspection window.

03

Financing & Conditions

Lender approval and satisfaction of conditions precedent occur.

04

Closing & Recording

Execute documents, transfer funds, and record deeds or bills of sale.

Vendor Pricing and Feature Snapshot

Compare typical starting prices and select capabilities across common eSignature providers; signNow is listed first per vendor comparison conventions.

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 No No Yes, limited Yes, limited
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No
Envelope Cap No cap 100 envelopes/user/year Varies by plan Varies by plan Varies by plan

Practical Examples of Purchase Agreement Workflows

Real-world examples show how different organizations structure Purchase Agreements for speed, compliance, and remote execution.

Optica Ventures

Optica Ventures needed to execute purchase agreements remotely across multiple states without in-person signings.

  • They used an eSignature workflow to collect signatures and track completion.
  • Brian Fitzgibbons, COO, said: "The interface is simple and easy-to-use for our team; more importantly, it is just as easy for our customers."

Martin Properties

A small real estate firm required consistent closing documents and fast turnaround for residential purchases.

  • They standardized templates with embedded fields and digital signing.
  • Tim Martin, Founder, stated: "I can process and execute all of these documents online with 100% compliance and built-in security. Whether on mobile or working offline, I can get forms back to their necessary parties efficiently."

Frequently Asked Questions About Purchase Agreements

Answers to common questions about validity, notarization, corrections, revocation, and recordkeeping for Purchase Agreements executed electronically or on paper.


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