Contract of Sale and Leaseback of Apartment Building with Purchaser Assuming Outstanding Note Secured by a Mortgage or Deed of Trust by pellcity27


This form deals with a sale of an apartment building. The purchaser is paying cash plus assuming the outstanding promissory note secured by the first deed of trust or mortgage covering the property. At the closing of the sale, the parties enter into a lease agreement with purchaser leasing the property to the seller.

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									      Contract of Sale and Leaseback of Apartment Building with Purchaser
      Assuming Outstanding Note Secured by a Mortgage or Deed of Trust

Agreement made on the (date), between (Name of Seller) a corporation organized and
existing under the laws of the state of (name of state), with its principal office located at
(street address, city, county, state, zip code), referred to herein as Seller, and (Name of
Purchaser), a corporation organized and existing under the laws of the state of (name of
state), with its principal office located at (street address, city, county, state, zip code),
referred to herein as Purchaser.

Whereas, Seller is the owner, subject to certain encumbrances, of the real property
located at (street address, city, county, state, zip code), and more particularly described
in Exhibit A, which is attached and incorporated by reference, and all the fixtures,
equipment, and items of personal property located at the site of the real property and
particularly described in Exhibit B, which is also attached and incorporated by
reference. The real and personal property together are the subject of this Contract, and
are referred to as the Property; and

Whereas, Property consists of a building, with building site, gardens and grounds at
(street address, city, county, state, zip code), and fixtures, equipment, and furnishings
on the Property. There are apartments within the structure, each of which is a separate
rental unit, together with common garage areas, entryways, hallways, and laundry and
storage rooms. Property is known as (Name of Property) and such name shall be
transferred to Purchaser as an appurtenance to Property; and

Whereas, Seller desires to sell and Purchaser desires to buy Property as provided in
this Contract;

Now, therefore, in consideration of their mutual covenants and promises, the parties
agree that Seller shall sell to Purchaser, and Purchaser shall purchase from Seller,
Property for the price and on the terms, covenants, and conditions set forth below.

I.     Purchase Price and Terms of Payment
       A.   The total purchase price for property shall be $___________________.

       B.      The purchase price shall be paid as follows: By Purchaser's assumption of
       the principal balance remaining due at closing on the promissory note held by
       (name of financial institution), which is secured by a first (mortgage or deed of
       trust) on Property, dated (date), and recorded in [e.g., County Recorder’s Office
       of (name of County and State) in Book (number) at Page (number)]. The principal
       balance as of the estimated closing date will be approximately
      C.    The amount expended by Purchaser for repairs of to improvements under
      Paragraph C of Section _____, if any;

      D.     $_____________in cash as earnest money payable to escrow agent as
      described in Section ____ below;

      E.    $_____________in cash payable upon execution of the closing of the

      F.    The balance of the purchase price by promissory note executed by
      Purchaser to Seller, in the principal amount of the balance, secured by a second
      (mortgage or deed of trust) on the Property. The note and deed of trust (or
      mortgage) shall be substantially in the forms attached hereto as Exhibits C and

II.    Conditions Precedent to Purchaser’s Obligations. Purchaser's obligations
under this Contract is conditioned on each of the following:

      A.     Purchaser's being allowed to assume the current financing on Property,
      represented by the promissory note and first (deed of trust or mortgage) referred
      to above, without an increase in the interest rate or a change in the amortization
      provision. This assumption shall be deemed unavailable to Purchaser, and this
      condition unfulfilled, if the assumption is not expressly approved by the present
      holder of the note and security.

      B.      Approval by Purchaser, which shall not be unreasonably withheld, of the
      condition of title to Property as reflected in a preliminary title report of (name of
      title company or attorney) to be secured by Seller and furnished to Purchaser
      within (number) days from the date of this Contract. Purchaser shall state
      Purchaser's objections to title within (number) days after receipt of the
      preliminary report, and Seller shall have (number) days thereafter in which to
      remove the exceptions to which Purchaser objected. If all such objections are not
      removed within the last-stated period, Purchaser may elect to waive the objection
      and proceed with the purchase or may terminate its obligation under this
      Contract and receive back the earnest money. With respect to any title exception
      that is removable by payment of a definite sum of money, Seller shall discharge
      the exception by the application of sale proceeds to it, to the extent possible.

      C.     Purchaser's securing, at Purchaser's expense, an inspection report (e.g.,
      a termite report) showing that the expense of repairs of damage, if any, is not
      more than $___________. If the cost does not exceed that sum, Purchaser shall
      cause the repairs to be made, but shall be credited for the cost on the purchase
       price, as provided above. If the estimated cost of the repairs exceeds the
       indicated sum, Seller shall pay for the cost of the repairs in excess of the stated
       sum, or decline to pay the costs. In that event Purchaser may either waive the
       requirement of payment by Seller or terminate this Contract and receive back the
       earnest money.

III.    Earnest Money. Purchaser shall deposit, concurrently with the execution of this
Contract, $_________ with (name), escrow agent for the parties. The deposit shall be
held by escrow agent and credited to Purchaser and paid to Seller as part of the
purchase price if the sale is consummated. If the sale is not consummated, the total
deposit shall either be returned to Purchaser or, if the failure of consummation is due to
the fault of Purchaser, paid over to Seller as liquidated damages for Purchaser's breach.
It is agreed by the parties that Seller's actual damages would be impracticable or
extremely difficult to determine in the event of a breach of this contract by purchaser.
Seller's right to receive the deposit shall be Seller's exclusive right to damages for such

IV.    Allocation of Purchase Price. The total purchase price for property is allocated
by the parties among the components of property as follows:

       A.     Improvements: $___________________;

       B.   Personal property not attached to or considered part of improvements:
       $_______________; and

       C.     Land: $____________________.

V.     Title
       A.       The title to the real property to be conveyed shall be good and marketable
       title, subject only to:
                1.      Interests of tenants in possession as disclosed by a complete and
                accurate rent roll to be delivered to Purchaser within (number) days of the
                closing of this sale;

              2.    Taxes which are a lien on the Property but are not yet due or

              3.     Exceptions approved by Purchaser, as provided in this Contract;

              4.    The first and second (mortgages or deeds of trust) referred to

              5.     All zoning ordinances and building regulations;
                 6.    Existing easements for utility services, both of record and clearly
                 apparent on the real property; and

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