Real Estate Purchase & Sale Agreement

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									This is a purchase-sale agreement between a current owner of real estate and a buyer.
This agreement requires a full and adequate legal description of the property to be sold.
In addition, this agreement provides the purchase price, deposit amount,
encumbrances, conditions of fixtures on the property, inspection rights, and closing
date. This agreement can be used by individuals or entities that want to buy or sell an
interest in a specific piece of property.
      REAL ESTATE PURCHASE AND SALE AGREEMENT
This Real Estate Purchase and Sale Agreement (“Agreement”) hereby made on this ____ day of
___, ______ [Instruction: Insert date agreement fully executed by both parties] by and
between _____________________________ [Instruction: Insert Seller name] (“Seller”) and
_______________________ [Instruction: Insert Purchaser name] (“Purchaser”).

A.    Seller shall sell and convey and Purchaser shall purchase the real property, together with
      all buildings and improvements thereon (collectively the “Premises”) municipally known
      as _________________ [Instruction: Insert property street address] and more fully
      described as: [Instruction: Insert legal description of Premises].

      Together with Seller’s ownership and rights, if any, to land lying in the bed of any street
      or highway, opened or proposed, adjoining the Premises to the center line thereof,
      including any right of Seller to any unpaid award by reason of any taking by
      condemnation and/or for any damage to the Premises by reason of change of grade of any
      street or highway. Seller shall deliver at no additional cost to Purchaser, at Closing (as
      hereinafter defined), or thereafter, on demand, any documents that Purchaser may
      reasonably require for the conveyance of such title and assignment and collection of such
      award or damages.

B.    This sale includes all fixtures and articles of personal property now attached or
      appurtenant to the Premises, unless specifically excluded below. Seller represents and
      warrants that at Closing such fixtures and/or articles shall be paid for and owned by
      Seller, free and clear of all liens and encumbrances—except any existing mortgage to
      which this sale may be subject—including, but not limited to, plumbing, heating, lighting
      and cooking fixtures, chandeliers, bathroom and kitchen cabinets and counters, mantels,
      door mirrors, switch plates and door hardware, venetian blinds, window treatments,
      shades, screens, awnings, storm windows, storm doors, window boxes, mail box, TV
      aerials, weather vane, flagpole, pumps, shrubbery, fencing, outdoor statuary, tool shed,
      dishwasher, washing machine, clothes dryer, garbage disposal unit, range, oven, built-in
      microwave oven, refrigerator, freezer, air conditioning equipment and installations, wall
      to wall carpeting, and built-ins not specifically excluded below [Instruction: Strike out
      inapplicable items, if any]. All as presently exist on the date of this Contract in “as
      is” condition as per listing. The sale specifically excludes the following fixtures:
      [Instruction and Comment: Insert any items specifically excluded from sale. If
      nothing, write “NONE” or “N/A.” Sellers should consider whether any items it is
      not leaving are considered fixtures. Examples of items that may be considered
      fixtures include built-in cabinetry and/or shelving, landscaping (particularly shrubs,
      trees and large plants), certain outdoor awnings or fixed gazebos, ponds, statuaries,
      and/or fountains and the mechanisms to operate them, if any, and outdoor sheds]

C.    The total purchase price to be paid by Purchaser is ___________ dollars ($______)
      [Instruction: Insert purchase price] to be payable as follows:

      1.     By non-refundable earnest money deposit of _______________ dollars ($_____)
             [Instruction: Insert deposit amount] by Purchaser’s good check payable to
             escrow (as hereinafter defined), subject to collection, the receipt or which is
             hereby acknowledged, to be held in escrow pursuant to the terms of this Contract
             (the “Down Payment”);

      2.     By allowance for the principal amount unpaid on the existing mortgage on the
             date hereof, payment of which Purchaser shall assume by joinder in the deed, in
             the amount of _____________ dollars ($______) [Instruction: Insert amount of
             existing mortgage to be assumed]. Said mortgage has an interest rate of
             _______ percent (___ %) and monthly payments are _____________ dollars
             ($______) [Instruction: Insert interest rate and monthly payment amounts],
             which include principal, interest, and escrow amounts, if any. Seller hereby
             warrants it has obtained all necessary permissions, if any, to permit Purchaser to
             assume such mortgage. Seller hereby agrees and covenants that it shall continue
             to make any and all necessary and scheduled payments on such mortgage at the
             time they become due from the date of this Agreement until the Closing, and to
             the extent any such payments reduce the principal due under Seller’s mortgage,
             that amount shall be added to the purchase price to be paid by Purchaser. At
             Purchaser’s request, Seller shall provide written proof of any and all such
             payments;

      3.     By a purchase money note from Purchaser to Seller. The purchase money note
             shall be drawn by Seller’s attorney [Comment: Parties should include whether
             or not such note is subordinate to any note held by Seller]; and

      4.     The balance due at Closing is _____________ dollars ($_______). [Instruction:
             Insert balance to be paid at Closing] [Option: The following sentence is
             optional and may be retained or deleted] Sale price is subject to appraisal by
             Purchaser and/or agent of Purchaser’s choice.]

D.    Good Faith Deposit

      The Down Payment is to be held in escrow by an agreed-upon licensed title company or
      attorney within _____ (__) [Instruction: Insert when deposit must be provided] hours
      of Purchaser’s Execution of this Agreement. The holding of such escrow shall be made
      pursuant to a separate escrow agreement. Purchaser shall take title to the Real Property
      described above pursuant to loans offered on terms agreeable to Purchaser and as
      follows: [Instruction: Insert terms of loan Purchaser must accept and time frame for
      obtaining commitment. Terms should include type of lender, loan (whether
      Purchaser must accept VA or FHA if obtainable, for example), length of term,
      amount of loan and type of interest rate (whether loan must be fixed interest loan or
      variable]

E.    Balance Due Seller




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      The amount of _______________ dollars ($__) [Instruction: Insert balance to be paid
      at Closing] shall be paid as follows: cash, but not to exceed ____________ dollars
      ($______); good certified check of Purchaser or official check issued by any bank,
      savings bank, trust company, or savings and loan association, unendorsed and payable to
      the order of Seller as Seller may otherwise direct upon reasonable prior notice (by
      telephone or otherwise) to Purchaser; wire transfer; or as otherwise agreed to by Seller or
      Seller’s attorney.

F.    Rents, Escrow & Security Deposits

      Loan interest, property taxes, insurance, fuel oil, and rents shall be prorated as of the date
      of Closing. All security deposits shall be transferred to Purchaser at Closing. All escrow
      accounts for taxes and insurance are to be included in the purchase price and shall be
      transferred to Purchaser at Closing [Option: Parties may change the previous sentence
      to reflect that escrow account amounts are not included in the price and shall be
      returned to Seller]. Any shortage in these accounts shall be charged to Seller at
      Closing.

G.    Condition of Fixtures and Real Property

      Seller warrants that the real property and all mechanical systems and fixtures thereon,
      including, but not limited to, appliances, shall be in proper working order at the time of
      Closing. [Option: The previous sentence can be changed if items are not in working
      order and instead are offered in “as is” condition.] Purchaser shall have access to
      Premises for inspection and the cost of any needed repairs shall be paid by Seller at the
      time of Closing. Fixtures and other personal property shall be transferred by bill of sale
      free of encumbrances at the time of Closing.

H.    Final Inspection

      This Agreement is subject to the final inspection and approval of the Premises by
      Purchaser in writing on or before ___________________. [Instruction: Insert date
      prior to which final inspection must be made]

I.    Permitted Exceptions

      The Premises is sold and conveyed subject to zoning and subdivision laws and
      regulations and landmark, historic, or wetlands designation,, provided that they are not
      violated by the existing buildings and improvements erected on the Premises or their use;
      consents for the erection of any structures on, under, or above any streets on which the
      Premises abut; and encroachments of stoops, areas, cellar steps, trim, and cornices, if any,
      upon any street or highway.

J.    Governmental Orders and Violations




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      Seller shall comply with all notes or notices of violations of law or municipal ordinances,
      orders or requirements noted or issued as of the date of Closing by any governmental
      department having authority as to lands, housing, buildings, fire, health, environmental
      and labor conditions affecting the Premises. The Premises shall be conveyed free of
      them at Closing. Seller shall furnish Purchaser with any authorizations necessary to
      make the searches that could disclose these matters.

K.    Closing Date and Transfer of Title

      This transaction shall close on or before _______________ [Instruction and Option:
      Insert anticipated Closing date. Optionally, the previous sentence can read: “This
      transaction shall close on or about _____.” This on or about language gives the
      parties an approximately 30 day window around the stated date in which to close
      the transaction] Seller agrees to transfer marketable title, free and clear of all
      encumbrances, except those listed and pay any required state taxes or stamps required to
      record deed and mortgage. Seller agrees to furnish title insurance in the amount of the
      purchase price, showing no encumbrances or exceptions other than previously noted.

L.    Seller’s Representations and Warranties

      Seller hereby represents that the Premises abut or have a right of access to a public road,
      Seller is the sole owner of the Premises, and Seller has the full right, power, and authority
      to sell, convey, and transfer same in accordance with the terms of this Agreement.

M.    No Assignment

      This Agreement may not be assigned by Purchaser without the prior written consent of
      Seller, in each instance, and any purported assignment(s) made without such consent
      shall be void. [Option: Parties may make Agreement assignable]

N.    Broker

      Each party represents and warrants to the other that it has not dealt with any broker in
      connection with this sale other than: _____ [Instruction: Insert broker name]
      (“Broker”) and that Seller shall pay Broker any commission earned pursuant to a separate
      agreement between Seller and Broker. Seller and Purchaser shall indemnify and defend
      each other against any costs, claims, and expenses, including reasonable attorneys’ fees,
      arising out of the breach on their respective parts of any representation or agreement
      contained in this paragraph. The provisions of this paragraph shall survive Closing or, if
      Closing does not occur, shall survive termination of this Agreement.

O.    Defaults

      Should Purchaser elect not to fulfill its obligations under this Agreement, all good faith
      deposits shall be retained by Seller as liquidated damages and full settlement of any claim



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      and Purchaser and Seller shall be relieved of all obligations under this Agreement. If
      Seller defaults under this Agreement, Purchaser may seek specific performance or elect
      to receive ______________________ dollars ($__) [Instruction: Insert amount
      Purchaser is to receive in the event of a default by Seller] in return of Purchaser’s
      good faith deposit.

      In the event that there is litigation arising out of this Agreement, the prevailing party shall
      be entitled to recover all costs including reasonable attorneys’ fees.

P.    Successors and Assignees

      The terms and conditions of this Agreement shall bind all successors, heirs,
      administrators, trustees, executors, and/or assignees of the Parties.

Q.    Execution in Counterparts

      This Agreement may be executed in counterparts and by facsimile signatures. This
      Agreement shall become effective as of the date of the last signature.

R.    Additional Terms and Conditions

      [Instruction:     Insert     any     additional      terms      and      conditions       here]

S.    Governing Law and Consent to Jurisdiction

      This legal and binding Agreement wil1 be construed under the laws of the State of
      __________________, regardless of conflict of law principles. Parties voluntarily
      consent to the jurisdiction of all courts in the State of __________ [Instruction: Insert
      state in both blank spaces] to interpret, enforce, and resolve any disputes arising from or
      related to this Agreement.

T.    Miscellaneous

      1.     Neither this Agreement nor any provision herein may be waived, changed, or
             cancelled except in writing. The parties hereby authorize their respective
             attorneys to agree in writing to any changes in dates and time periods provided for
             in this Agreement.

      2.     Any singular word or term herein shall also be read as in the plural and the neuter
             shall include the masculine and feminine gender, whenever the sense of this
             Agreement may require it.

      3.     The captions in this Agreement are for convenience or reference only and in no
             way define, limit, or describe the scope of this Agreement and shall not be
             considered in the interpretation of this Agreement or any provision hereof.



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       4.      Each party shall, at any time and from time to time, execute and acknowledge
               where appropriate and deliver such further instruments and documents and take
               such other action as may be reasonably requested by the other in order to carry
               out the intent and purpose of this Agreement. This subparagraph shall survive
               Closing.

U.     Entire Agreement

       There are no other agreements, promises, or understandings between these parties, except
       as specifically set forth in this Agreement.


By signing this Agreement the parties hereto certify that they have read, understood, and agree to
the terms as set forth in this Agreement. If any part of this Agreement was not understood by a
party, that party sought competent legal advice prior to signing this Agreement.


Dated: ________________                             Dated: ________________



SELLER                                              PURCHASER

______________________                              _____________________

______________________                              _____________________




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