Sale and Leaseback Agreement

SALE AND LEASEBACK AGREEMENT Agreement to Sell Property This Agreement to Sell Property (the “Agreement”) is made and entered into on [year], between __________________, ("SELLER"), and _______________ ("PURCHASER"), upon the following recitals of facts: RECITALS A. WHEREAS, SELLER is the legal owner of certain real Property being, lying and situated in _______________ County, _________________, such real Property having an address of ___________________________ and more particularly described in Exhibit A annexed hereto (the “Property”). B. SELLER and PURCHASER desire that SELLER shall convey the Property and improvements thereon to the PURCHASER and, that thereupon, the PURCHASER shall lease the Property back to the SELLER, all in accordance with the terms and conditions which follow: Therefore, the parties agree as follows: 1. Sale of Property. The SELLER agrees to sell and convey, and the PURCHASER agrees to purchase, all of that certain tract of land, together with the buildings and improvements erected thereon, lying and being in the county of _____________ , state of ___________ , more particularly described in Exhibit A annexed hereto, such Property and improvements being hereafter called the „Property‟. This sale shall include all of the SELLER's right, title, and interest in, to, and under all fixtures attached or appurtenant to or used in connection with the Property. 2. Purchase Price. The Purchase Price is ________________Dollars ($__ ), payable as follows:    ________________________$ as a deposit when PURCHASER signs this Agreement. ________________________$ as an additional deposit within 48 hours after SELLER signs this Agreement. with interest at the rate of _____% of the Purchase Price, and payment of $ _________monthly for a term of leaseback, as monthly lease payments. [This clause may amended according the method of payment SELLER and PURCHASER decide taking into account leaseback] 3. Restrictions, Liens and Title Policy and Insurance. The Property is to be sold and conveyed subject to the following: Sale And Leaseback Agreement 1 (a) Zoning and building regulations, ordinances and requirements adopted by any government or municipal authority which relate to the Property. (b) Any state of facts as shown on an accurate survey of the Property provided the same does not render title unmarketable. (c)Such state of facts as a personal inspection may disclose. (d)Public utility easements of record; (e) Recorded and enforceable building and use restrictions; (f) __________________________________[Add additional restrictions if any] (g) Apart from the foregoing, the Property is to be sold and conveyed free and clear of all liens and encumbrances. The SELLER shall deliver to the PURCHASER at the closing, at the SELLER's expense, a title policy for $ ___________insuring the interest of the PURCHASER as fee owners of the Property, subject, however, to the matters herein set forth above and the usual standard exceptions of the title company issuing such policy. 4. Outstanding Assessments, Taxes. In view of the lease-back herein below mentioned: (a) The PURCHASER will accept title subject to, and will pay all assessments and installments of assessments for, local improvements which are not payable as of date of delivery of deed Further, the PURCHASER shall not be entitled to any reduction of the purchase consideration on the closing by reason of the existence of such assessments, (b) The existence of any violations or unpaid real estate taxes, utility charges, or like charges on the date of closing of title shall not be deemed an objection to title. (c) No closing adjustments shall be made between the SELLER and the PURCHASER at the closing. 5. Warranties of SELLER. Seller warrants that Seller has not received notification from any lawful authority regarding any assessments, pending public improvements, repairs, replacements or alterations to said Property that have not been satisfactorily made. These warranties shall survive the delivery of the above deed. It is further understood that all of the statements, conditions, representations, and agreements herein contained, in reference to the title to the Property, and other matters and things are made by the SELLER are true to the best of its knowledge.. 6. Default. Sale And Leaseback Agreement 2 (a) Purchaser’s Default. If Purchaser fails to comply with this Agreement, Purchaser will be in default, and Seller may (a) enforce specific performance, seek such other relief as may be provided by law, or both, or (b) terminate this Agreement and receive the earnest money as liquidated damages, thereby releasing both parties from this Agreement. (b) Seller’s Default. If, due to factors beyond Seller's control, Seller fails within the time allowed to make any non-casualty repairs, Purchaser may (a) extend the time for performance up to 15 days and the closing date will be extended as necessary or (b) terminate this Agreement as the sole remedy and receive the earnest money. If Seller fails to comply with this Agreement for any other reason, Seller will be in default and Purchaser may (a) enforce specific performance, seek such other relief as may be provided by law, or both, or (b) terminate this Agreement and receive the earnest money, thereby releasing both parties from this Agreement. 7. Deed. The sale deed shall be a grant deed subject only to current taxes for ___________[Mention date] covenants, conditions, and restrictions of record, so as to convey to PURCHASER the fee simple of the Property free and clear of all encumbrances except as herein provided. 8. Closing. The sale shall be closed at the office of Title Company of County________ , and the deed delivered within sixty (60) days from the execution of this Agreement by all parties, except Seller shall have a reasonable length of time within which to perfect title or cure defects in the title to the said Property. The Seller agrees to pay the cost of deed preparation and a title insurance policy, all other closing costs shall be paid by Purchaser. 9. Conveyance. Seller agrees to convey a good merchantable title and General Warranty Deed of said Property insuring that Property is free of all encumbrances, except as hereinabove set out and Seller and Purchaser agree that any encumbrances shall be paid in full at the time of closing from sales proceeds. 10. Risk Of Loss. Risk of loss to the Property shall be borne by Seller until title is transferred. If any improvements covered by this Agreement are damaged or destroyed, Seller shall immediately notify Purchaser in writing of the damage or destruction, the amount of insurance proceeds payable, if any, and whether Seller intends, prior to closing, to restore the Property to its condition on the effective date of this Agreement. If Seller restores the Property to its prior condition before scheduled closing, Purchaser and Seller shall proceed with closing. If the Property is not to be restored to its prior condition by the Seller before closing, Purchaser may either (1) proceed with the transaction and be entitled to all insurance money, if any, payable to Seller under all policies insuring the improvements, or (2) terminate the Agreement, and thereby release all parties from further liability hereunder, in Sale And Leaseback Agreement 3 which case the any deposit money paid by Purchaser shall be returned to Purchaser. Purchaser shall give written notice of Purchaser‟s election to Seller within 10 (ten) days after Purchaser has received written notice of such damage or destruction and the amount of insurance proceeds payable, and closing will be extended accordingly, if required. Failure by Purchaser to so notify Seller shall constitute an election to terminate this Agreement. A termination hereunder does not constitute a default by Seller. 11. Condition Of Property. Unless otherwise agreed in writing, Seller shall complete all agreed repairs and treatments prior to the closing date. All required permits must be obtained, and repairs and treatments must be performed by persons who are licensed or otherwise authorized by law to provide such repairs or treatments. At Purchaser's election, any transferable warranties received by Seller with respect to the repairs and treatments will be transferred to Purchaser at Purchaser's expense. If Seller fails to complete any agreed repairs and treatments prior to the closing date, Purchaser may do so and receive reimbursement from Seller at closing. The closing date will be extended up to 15 days, if necessary, to complete repairs and treatments. Purchaser is advised that the presence of wetlands, toxic substances, including asbestos and wastes or other environmental hazards, or the presence of a threatened or endangered species or its habitat may affect Purchaser's intended use of the Property. If Purchaser is concerned about these matters, an addendum required by the parties should be used. 12. Leaseback. At the closing, and immediately after the PURCHASER shall receive a deed to the Property from the SELLER, the PURCHASER, as landlord, shall enter into a leaseback agreement of the Property with the SELLER as tenant, which lease shall be in the form and substance of that annexed hereto as Exhibit C. The form of the attached lease shall be completed at the closing as follows: the date of the lease shall be the date of the closing of title; and, the commencement date of the initial term of th