This Sale Deed is made on [DATE], between Company A, having its registered office at [ADDRESS], hereinafter referred to as the "Seller", and Company B, having its registered office at [ADDRESS], hereinafter referred to as the "Buyer".
The Transaction includes all of Seller's right, title, and interest, if any, to all real estate, buildings, improvements, appurtenances, and fixtures. Fixtures shall include all things that are embedded in the land or attached to any buildings and cannot be removed without damage to the Property.
In addition to the real property, the following personal items shall be included in the sale: _________.
The following currently existing fixtures on the Property shall be excluded from the sale: ____________.
Concurrent with the execution of this Agreement, the Buyer shall deposit with the Seller or the Seller's escrow agent an earnest money deposit (the "Deposit") of $________________, due upon the signing of this Agreement, the receipt of which is hereby acknowledged, as earnest money and a partial payment of the consideration under the Agreement, to be held in escrow pursuant to this Agreement. In the event that the purchase and sale shall be consummated pursuant to the terms of this Agreement, the Seller or Seller's escrow agent shall, at such closing, deliver to Seller the Deposit, and Buyer shall be given credit toward the purchase price for the payment of the Deposit.
In the event that the closing does not occur through the fault or election of the Buyer before _________ the Buyer's deposit shall be returned to the Buyer. In the event that the closing does not occur through fault or election of Seller, or circumstances outside of Buyer's control, the Buyer's deposit shall be returned to the Buyer.
The remainder of the Purchase Price (the "Closing Balance") is $_________ and shall be due upon the delivery of the general warranty deed to the Buyer at the Closing.
The Closing Balance amount is subject to change based on adjustments made pursuant to this Agreement.
Unless otherwise stated in the Agreement, all payments shall be made in proceeds that are immediately available to the Seller by one of the following methods: _____________.
If the proration does not fully reimburse the Buyer for all real estate taxes and assessments accrued and unpaid with respect to the Property as of the record date of transfer of title, the Seller shall promptly reimburse the Buyer that amount accrual in excess of the proration credit upon the official certification of the real estate tax duplicate for the year in which transfer of title occurs.
There shall be no proration of utilities. The Seller shall cause the meters to be read for water, electricity, gas, and other utilities, if any, as of the date of delivery of possession, and shall pay all utility charges to the date of the readings, after which the charges shall accrue to the Buyer. A sum of $400 (four hundred dollars) shall be held in escrow as security for the payment of utilities until the Seller deposits into escrow the receipts evidencing such payment.
The Seller shall also disclose to the Buyer in writing any defects in the Property known to the Seller that materially affects the value or quiet enjoyment of the Property.
The Seller is required to make the following specific disclosures to the Buyer in writing: ______________.
The Buyer's obligations under this Agreement are contingent upon the Buyer's review and approval of all required Seller disclosures and reports, including any preliminary title report.
The Buyer agrees to assume and pay the Mortgage in accordance with its terms for all payments due after the Closing.
All fees associated with the transfer of the Mortgage shall be paid by the Buyer.
The mortgage loan obtained by the Buyer must be in the amount of at least $_________ which is at least _______ years with an interest rate not exceeding _________%.
If the Buyer is unable to obtain such commitment within the time specified herein, the Buyer must notify the Seller, and this Agreement shall be terminated and all amounts paid shall be returned to the Buyer.
The Buyer's obligations under this Agreement are also contingent upon an appraisal on the Property equal to or exceeding the Purchase Price.
(a)The Buyer has the full right, power and authority to purchase the Property as provided in this Sale Deed.
(b)The Buyer shall, at the request and expense of the Seller, execute and deliver such further documents and instruments as the Seller may reasonably request to effectuate the transfer of title to the Property to the Buyer.
(c)The Buyer shall pay the Purchase Price as provided in this Sale Deed.
(d)The Buyer shall comply with all applicable laws, ordinances and regulations in connection with the use and occupancy of the Property.
(e)The Buyer shall not use the Property for any illegal or unlawful purpose.
The Buyer may use any qualified and certified inspectors of their choice at Buyer's expense.
The Seller shall cooperate in making the Property reasonably available for the Buyer's inspection.
If the Buyer is not, in good faith, satisfied with the condition of the Property after any inspection thereof, the Buyer shall deliver to the Seller a written request that the Seller fix or remedy any unsatisfactory conditions.
If the Buyer and the Seller are unable to reach an agreement regarding fixing or remedying the unsatisfactory conditions by or before the Buyer shall have the right to terminate this Agreement and be refunded any amounts previously paid under this Agreement.
Promptly after the date hereof, the Buyer shall order a preliminary title report from the Title Company, with a special tax search included, in the form of a commitment to issue the required title policy requested by the Buyer (the "Title Report").
Within 7 days of receiving the report, the Buyer shall forward a copy of the report to the Seller and shall notify the Seller of any restrictions, reservations, limitations, easements, and conditions of record (the "Title Defects") disclosed in the report or otherwise known to the Buyer.
The Seller shall have 30 days after receipt of the Buyer's objections or until the Closing Date, whichever comes first, to correct or address the objections.
If the Seller fails to correct or address the objections within the specified time period, the Buyer shall have the right to terminate this Agreement and be refunded any amounts previously paid under this Agreement.
On the closing date, the escrow agent shall notify the Parties whether the title company can issue its title guaranty or title insurance showing as exceptions only those items in the Title Report to which the Buyer did not object.
If the escrow agent notifies the Parties that the Title Company shall issue such Title Guaranty, this transaction shall be consummated in accordance with the terms and provisions of this Agreement.
If the Title Company shall not issue such Title Guaranty and if the Buyer does not waive the title defects claimed by the escrow agent to prevent such issuance, or the Seller does not cure the defects within the permitted period, this Agreement shall be null and void, the escrow agent shall return to the Parties all funds and documents previously deposited by them into escrow, and the Parties shall be fully released from any liability or obligation hereunder, except that the Seller shall pay the full cost of the escrow and the Title Company's charges.
If the Buyer waives the title defects preventing the issuance of the Title Guaranty by notifying the Title Company and the escrow agent, or if the Seller has cured the Title Defects, the obligations of the Parties shall not be affected by them.
The Buyer has the right to make a final inspection of the Property prior to the Closing.
At the Closing, the Seller shall deliver to the Buyer the following:
At the Closing, the Buyer shall deliver to the Seller the following:
On or before the Closing, the Buyer shall pay:
The Buyer shall pay all costs of releasing any mortgage, financing statement, or other debt security.
The Closing may be extended an additional ____________ days if the Buyer's lender requires additional documentation or information. The delay in the Closing shall not be the fault of the Buyer.
In the event that all or a portion of the Property is destroyed or otherwise materially damaged prior to the Closing, the Buyer shall have the option to complete the Transaction and receive any insurance proceeds payable or to terminate this Agreement and be refunded any amounts previously paid under this Agreement.
The Buyer shall assume the risk of loss after record title to the Property is transferred to them.
There shall be no proration of insurance. The Seller shall retain their insurance until record title is transferred to the Buyer and the Buyer shall procure their own policies of insurance to be effective from and after the date title to the Property is transferred to the Buyer.
If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
Subject to the above, the rights and obligations of the Parties shall insure to the benefit of and be binding upon their respective successors in interest, heirs, and assigns.
[SIGNATURE PAGE FOLLOWS] IN WITNESS WHEREOF, the parties have executed this Sale Deed as of the date first written above.
Company A (Seller)
Company B (Buyer)