Real Estate PSA Closing Document

REAL ESTATE PURCHASE AND SALE AGREEMENT - CLOSING DOCUMENT

This Real Estate Purchase and Sale Agreement Closing Document ("Closing Document") is executed as of by and between Seller Name: whose mailing address is , and Buyer Name: whose mailing address is .

RECITALS

WHEREAS, Seller entered into a Purchase and Sale Agreement dated (the "PSA") with Buyer for the sale of the real property commonly known as (the "Property");

WHEREAS, the parties wish to set forth the agreed conditions, deliverables and procedures for the Closing of the PSA and to memorialize the obligations of the parties at Closing;

WHEREAS, the Purchase Price for the Property is and is to be paid by Buyer in the manner described herein.

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. DEFINITIONS

For purposes of this Closing Document, the following terms shall have the meanings set forth below: "Closing" means the consummation of the sale and transfer of the Property in accordance with the PSA and this Closing Document. "Closing Date" means the date and time when the parties perform the acts required for transfer of title as set forth in Section 2 herein. "Closing Agent" means the title company, escrow agent or attorney designated by the parties to effectuate Closing.

2. CLOSING; PLACE; DATE

The Closing shall occur on or before (the "Scheduled Closing Date") at , unless otherwise agreed in writing by the parties. Time is of the essence with respect to the performance of obligations required to be performed at Closing.

3. DELIVERIES AT CLOSING

At Closing, Seller shall deliver or cause to be delivered to Buyer:

a) A duly executed and recordable general warranty deed or other deed appropriate to vest fee simple title in Buyer, free and clear of all liens and encumbrances except as permitted by the PSA and this Closing Document; and

b) An owner's title insurance commitment and, at Seller's expense unless otherwise allocated below, documents required to issue an owner's policy of title insurance insuring Buyer's title subject only to permitted exceptions; and

c) All affidavits, certificates, releases, assignments and other instruments reasonably required by Closing Agent or title insurer to delete or address liens, claims or exceptions (including days to cure where cure is practicable); and

d) Keys, access codes, manuals and other tangible property related to operation of the Property.

At Closing, Buyer shall deliver or cause to be delivered to Seller:

a) Payment of the Purchase Price by wire transfer of immediately available funds, certified check or other method mutually acceptable to the parties; and

b) All required counterparts of documents necessary to consummate the transaction, including Buyer's closing statement authorization and any documents required by the lender, if applicable.

4. TITLE; SURVEY; INSURANCE

Seller shall convey good and marketable title to Buyer subject only to the exceptions acceptable under the PSA. Seller shall cooperate in obtaining title insurance and shall promptly address and, if within Seller's ability and commercially reasonable to do so, cure title objections. Buyer shall be responsible for the payment of the premium for the owner's title insurance policy unless otherwise agreed in writing.

5. PRORATIONS AND ADJUSTMENTS

Real property taxes, assessments, rents, utilities, association dues and other periodic items shall be prorated as of the Closing Date. The Closing Statement prepared by Closing Agent shall reflect final proration calculations. Possession shall be delivered to Buyer on subject to agreed occupancy arrangements set forth in the PSA.

6. REPRESENTATIONS AND WARRANTIES

Seller represents and warrants to Buyer that, as of the date of Closing: (a) Seller has full corporate or individual authority to execute and deliver this Closing Document and to convey the Property; (b) to Seller's knowledge there are no actions, suits or proceedings pending against Seller that would adversely affect the Property or the ability to transfer title; and (c) Seller has disclosed to Buyer all material defects known to Seller affecting the Property except as expressly set forth herein.

Buyer represents and warrants to Seller that Buyer has the full capacity to enter into and perform its obligations at Closing and that Buyer has had the opportunity to inspect the Property and relies on its own investigation except for Seller's express warranties.

7. CLOSING COSTS; ALLOCATION

Unless otherwise provided in the PSA, the parties agree the following allocation of costs shall apply: Seller shall pay customary seller charges, including payoff of liens and release fees; Buyer shall pay for lender charges, loan recording fees and Buyer's title insurance premium. Recording fees, transfer taxes and escrow fees shall be allocated as follows:

Transfer taxes to be paid by: Seller Buyer

8. RISK OF LOSS; CASUALTY

Risk of loss to the Property shall remain with Seller until Closing. If, prior to Closing, substantial damage to the Property occurs by reason of fire, casualty or other casualty that materially impairs the value of the Property, Buyer may elect to: (a) proceed to Closing and accept an assignment of insurance proceeds, if any, or (b) terminate the PSA and this Closing Document, in which event the earnest money, if any, shall be disbursed in accordance with the PSA.

9. NOTICES

All notices, demands or communications required or permitted under this Closing Document shall be in writing and delivered to the addresses set forth below (or such other address as a party designates in writing in accordance with this Section). Notices shall be effective upon receipt when delivered personally, by nationally recognized overnight courier, or by email with confirmatory overnight courier.

10. DEFAULT; REMEDIES

In the event of default by either party under this Closing Document, the non-defaulting party shall be entitled to pursue all remedies available at law or in equity, including specific performance, monetary damages and recovery of costs and reasonable attorneys' fees. The parties agree that the remedy of specific performance is appropriate in the event of a breach relating to transfer of real property.

11. MISCELLANEOUS

Governing Law: This Closing Document shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles.

Entire Agreement: This Closing Document, together with the PSA, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements between the parties with respect to such subject matter.

Severability: If any provision of this Closing Document is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, such provision shall be severed to the extent necessary and the remaining provisions shall remain in full force and effect.

Amendments and Waiver: No amendment, modification or waiver of any provision of this Closing Document shall be valid unless made in writing and signed by the party against whom enforcement is sought. No waiver by any party of any breach shall constitute a waiver of any other breach.

Counterparts: This Closing Document may be executed in counterparts, each of which shall be an original, and all of which together shall constitute one and the same instrument. Facsimile or electronic copies of signatures shall be deemed originals for all purposes.

12. ADDITIONAL PROVISIONS

Sign Now