This Land Contract is used for the sale of land from a seller to a buyer. This document
contains the material terms and conditions of the agreement including a legal
description of the land, the purchase price, earnest money, and seller's covenants and
warranties. It contains numerous standard provisions that are commonly included in
these types of agreements, and may be tailored to address the specific needs of the
contracting parties. This document should be used by buyers and sellers of land.
The undersigned Holder acknowledges receipt of $________ as Earnest Money hereunder,
and agrees to be bound by the provisions of this
W I T N E S S E T H:
THE PARTIES hereto, intending to be legally bound, hereby agree as follows:
1. Property Details
Seller hereby agrees to sell the parcel of land (“Premises”), more particularly and legally
described in the Schedule A, to Buyer and Buyer will purchase from Seller, as provided in
2. Purchase Price, Financing, and Earnest Money
2.1 Purchase Price. Buyer will at Closing pay the Seller a purchase price of
$____________________________in the following manner:
a. The Earnest Money of $ _______ will be paid at the time of execution of this Contract
and $________ by ___________, 20___
b. The balance of the Purchase Price will be paid (subject to pro-ratings and closing
i. $______ by cash
ii. $ _______upon acceptance of title subject to the following Continuing Mortgages
[Any other if applicable]
2.2 Earnest Money. The Earnest Money of $________, will be paid in the manner
described above, and will be held (subject to section 12. 2) by the ______________
("Holder") for the benefit of Buyer and Seller.
a. Holder will hold any cash as specified until Closing or earlier termination of the
Contract and will pay over or apply the cash and deliver any other deposits in accordance
with the Contract.
b. Use of deposited funds.
i. If Closing occurs as scheduled, any cash that is so held will be paid by Holder to Seller,
and any earnings thereon will be paid to Buyer. Any deposit other than cash will be treated
as cash unless otherwise specified.
ii. If Closing does not occur as scheduled:
A. On the receipt of a notice from a party Holder shall notify the other party of such a
notice to deliver the Earnest Money. If Holder does not receive a written objection from
the other party to the proposed delivery within ___ business days after Holder gave such
notice, Holder is authorized to deliver the deposit. If Holder receives an objection within
the notice period or if for any other reason Holder in good faith elects not to deliver the
deposit, Holder will continue to hold the deposit until otherwise directed by instructions
from the parties or a final judgment of a court.
B. Any earnings on the Earnest Money will be paid to the party entitled to the Earnest
Money, and the party receiving the earnings will pay any income tax thereon.
3. Title Insurance and Condition of Title
3.1 Title Commitment. Promptly after the Execution Date Buyer will apply Buyer for
issuance by Title Insurer of a commitment for an owner's title insurance policy directly or
through its Lender that will be in the same amount as the Purchase Price, include a zoning
endorsement that insures Buyer that the existing structures on, and the present use of, the
Property do not violate any zoning laws, regulations and ordinances, and to cover title to
the Property on or after the Date of Execution.
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3.2 On receipt of the commitment Buyer will promptly furnish a copy of the commitment
to Seller's attorney. Seller will use best efforts to ensure the commitment to comply with
the condition of title specified in Section 3.3 within ___ after Seller receives a copy of the
commitment and the expiration date of any written loan commitment of Buyer's Lender
that was delivered to Buyer prior to the scheduled date of Closing. Seller will pay for the
title insurance commitment and the resulting owner's title policy.
3.3 Condition of Title. Seller will use best efforts to convey, and Buyer will accept if
tendered, fee simple title to the Property in accordance with the terms of this Contract,
subject only to Permitted Exceptions set forth in Schedule B, matters that are insured
against pursuant to section 12. 4-b, and (c) any other matters as to which both (i) Title
Insurer is willing, without additional premium, to insure by endorsement and (ii) Buyer's
Lender, if any, will accept, except that if such acceptance by Buyer's Lender is
unreasonably withheld or delayed, the acceptance will be deemed to have been given.
4. Inspection, Due Diligence and Termination
4.1 Information Regarding the Premises. Within ___ days from the Date of Execution
Seller will make available to Buyer for inspection and copying documents such as leases
and tenancy agreements, and others such as building plans and specifications, and such
operating statements and balance sheets for the current fiscal year and for the immediately
preceding fiscal year, as are in the possession or control of Seller and relate to the
4.2 Inspection of the Premises. Within ___ days after the Date of Execution Buyer may
inspect the Premises and obtain soil environmental reports of the Premises, all subject to
the rights of any tenants. Seller will use best efforts to obtain any necessary consent from
4.3 Buyer's Election to Terminate. Buyer may terminate this Contract by notice to Seller at
any time prior to ___ days after expiration of the time period that is provided for by
section 4.2 if Buyer the material that is described in section 4.1 has not been made
available to Buyer as required, Buyer has not been able to inspect the Premises and obtain
soil and environmental report of the Premises, or Buyer is dissatisfied with any matters
disclosed by such documents, inspection or tests. If Buyer so elects to terminate this
Contract in accordance with the termination clause described herein.
4.4 Acceptance of the Premises. If Buyer does not elect to terminate this Contract pursuant
to section 4.3 Seller will deliver Buyer and the Buyer shall accept the Premises ‘as is’ at
closing as on the Date of Execution, except for normal wear and tear, and matters
described in Clause 10, but Buyer will have the benefit of any representations and
warranties by Seller relating to the Premises.
5. Continuing Mortgage
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5.1 Due-on-Sale Provision. If a mortgage that encumbered the Premises before the Date of
Execution exists (“Continuing Mortgage”) or a note secured thereby contains a Due-on-
Sale Provision (that prohibits or restricts conveyance or encumbrance of the Property or
any part thereof without the prior consent of the Mortgagee), or enables the Mortgagee to
accelerate payment of the indebtedness, the following provisions shall apply:
a. Seller will within __ days after the Date of Execution request the Mortgagee to consent
to sale of the Premises pursuant to this Contract. Seller and Buyer will furnish the
Mortgagee with such information as may reasonably be required in connection with the
request and will cooperate with each other to procure such consent from Mortgagee, but
neither will be required to make any payment to obtain the consent.
b. If the Mortgagee fails or refuses to consent in writing on or before ______, or as a
condition of the consent Mortgagee requires that a consideration be paid and neither a
Seller nor Buyer is willing to pay the consideration, or the terms of the Continuing
Mortgage be changed and Buyer is unwilling to accept the change, then Buyer may
terminate this Contract, and if Seller has continuing personal liability under a Continuing
Mortgage, Seller may terminate this Contract.
c. If this Contract is terminated pursuant to section 5.1-b, section 16.3 will apply.
6. Seller's Covenants
Seller covenants that:
6.1 Seller will comply with all provisions of any Continuing Mortgage and will timely
make all payments required thereunder. Seller shall not attempt to amend, supplement or
prepay any Continuing Mortgage.
6.2 Seller will not amend any Service Contract or enter into any new Service Contract
unless the same is terminable without penalty by the then owner of the Premises.
6.3 Seller will maintain in full force and effect until Closing the insurance policies
for ______________________________________________(Mention the insurance
policies Seller shall have to maintain) which is listed in Schedule C. Seller will renew or
replace any policy that expires before Closing with a policy having a term of not more
than one year.
6.4 Seller will remove the fixtures, equipment and personal property included in the sale
from the Property only if replaced with similar items of at least equal quality prior to
6.5 Seller will not settle, or otherwise compromise any protest or reduction proceeding
affecting Property taxes assessed against the Property for the tax year in which the Closing
is to occur or any subsequent tax year without the prior consent of Buyer, which consent
will not be unreasonably delayed or withheld.
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6.6 Seller will allow Buyer, at reasonable prior notice, access to the Premises (subject to
the rights of any tenants) and to the documents required to be delivered under this
Contract. Seller will make all tenant files and records reasonably available to Buyer for
6.7 Between the Date of Execution and Closing Seller will not without the prior consent of
Buyer, which shall not be unreasonably withheld, amend, renew or extend any lease or
tenancy agreement effective on the Date of Execution, terminate the same, except by
reason of a default by the tenant thereunder, or grant any abatements of rent thereunder for
any period following Closing.
6.8 Seller will not apply any part of a security deposit of a tenant except if the tenant has
vacated the Premises, or as reimbursement for money spent for repairing damage, or for
paying operating expenses, for which the tenant is responsible.
[Add more if applicable]
7. Seller's Warranties
Seller makes the following warranties to Buyer and Seller's liability under the warranties
will survive any termination of this Agreement.
7.1 Title to the Land and Seller's interest in the Property are as stated in Schedule A. Seller
has full legal and corporate authority to enter into and perform this Contract.
7.2 If the Property is encumbered by one or more Continuing Mortgages, Seller has not
received any written notice due to any breach or default from the Mortgage, , and that no
breach, if any, thereunder that remains uncured. Copies of Seller’s rights and obligations
under a Continuing Mortgage furnished under this Contract are true and original and not
been modified except as shown in the copies.
7.3 Seller has provided to Buyer true copies of all leases, and all information concerning
any leases and tenancies set forth in Schedule D is accurate. Except as otherwise set forth
in Schedule D:
a. All of the Leases are in full force and effect,
b. All rents are being collected on a current basis and there are no arrears in excess of one
c. Seller has not given oral or written notice to any tenant claiming that the tenant is in
default, which default remains uncured,
d. Seller has not received oral or written notice from any tenant claiming that Seller is in
default, which default remains uncured,
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e. No action or proceeding instituted against Seller by any tenant is pending in any court,
except with respect to claims involving personal injury or property damage that are
covered by insurance,
f. There are no security deposits other than those set forth in Schedule E,
g. No Lease has been modified, amended or extended, and no renewal or extension option
has been granted to any tenant.
7.4 Schedule H lists all Service Contracts, and any other contracts (such as options or
rights of first refusal or opportunity), that affect the Premises.
7.5 Schedule I lists all permits and licenses issued and presently in effect with respect to
[Mention other representations and warranties such as valuation or assessments, or
existence of any proceedings and other liens]
8. Inspections and Violations
8.1 Prior Notices. Seller warrants that, except as specified in this Agreement, Seller has
not received any violation notice that was issued prior to the Date of Execution, and that
no inspection has been made (after such Date) by a party authorized to initiate or issue a
Violation Notice, unless in each such case all required corrective action was completed
prior to the Date of Execution.
8.2 Future Notices. Seller will promptly (a) send to Buyer any violation notice that Seller
receives, and (b) advise Buyer as to any such inspection that occurs, after the Date of
9. Damage, Destruction, and Condemnation
9.1 Seller's obligation to deliver the Premises to Buyer as described in section 4.4 is
subject to the following:
a. If, prior to Closing, any part of the Property is destroyed or damaged by fire, other
casualty or any act or occurrence other than a deliberate act of Buyer and the cost to repair
exceeds the $_______________, then Buyer may terminate this Contract; otherwise Buyer
is required to complete the transaction.
b. In the event of any damage or loss covered by insurance, if this Contract is to be
performed, Seller will permit Buyer to take part in negotiations with the insurance
companies, but Seller will receive the proceeds of insurance applicable thereto.
9.2 Condemnation. If, after the Date of Execution, any authority commences negotiations
with Seller or commences a proceeding against Seller for the damaging, taking or
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acquiring of all or any part of the Property, either temporarily or permanently, by
condemnation or by exercise of the right of eminent domain, Seller will promptly notify
Buyer. Upon the occurrence of any such event, Buyer may terminate this Contract by
giving notice to Seller on or before the Closing Date. If Buyer does not so terminate this
Contract, Seller will allow Buyer to participate in, any negotiations regarding such
10. Closing; Option for Escrow
10.1 Time and Place of Closing. The closing ("Closing") of the transaction contemplated
by this Contract is scheduled to occur on ________________(date), at the
_______________(time), and at the __________________(place).
10.2 Option for Escrow Closing. At the election of either party on notice to the other party
not less than __ business days prior to the scheduled Closing, this sale will be closed
through an escrow with Title Insurer (or affiliate) pursuant to Title Insurer's (or affiliate's)
usual form of deed and money escrow contract modified as necessary to conform to this
Contract. Either party may elect different escrow provisions not inconsistent with this
Contract, but only with the other party's consent if the provisions would impose any
additional expense or liability on the other party. On the creation of an escrow under this
Section, payment of the Purchase Price and delivery of the deed and all closing documents
will be made through the escrow, and the Earnest Money will be deposited in the escrow.
The cost of the escrow will be divided equally between Seller and Buyer.
11. Seller's Closing Obligations
11.1 At Closing, Seller will deliver the following to Buyer:
a. Deed and Transfer Declaration. A statutory form of recordable general warranty deed
sufficient to convey the title as described in section 3.3, all required real property transfer
tax declarations, and (if Seller is a natural person) an affidavit of title executed on the
b. Leases. All leases and/or tenancy agreements pertaining to the Premises, duly assigned
to Buyer, and if requested by Buyer, estoppel certificates from tenants to the extent
required by tenants' leases.
c. Security Deposits. A schedule of all security deposits and a check or credit to Buyer in
the amount of cash security deposits, including any interest thereon to which Seller is not
entitled, held by Seller on the Closing Date under the leases.
d. Rent Schedule. Schedule F contains the rental information and sets forth any arrears and
prepayments of rents.
e. Service Contracts and Insurance Policies. All Service Contracts and original insurance
policies that Buyer has agreed to accept (as listed on the attached Schedules) and all
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certificates, licenses, permits, authorizations and approvals issued for or with respect to
the Premises by governmental and quasi-governmental authorities.
f. Assignment of Escrow Deposits. An assignment to Buyer of Seller's interest in any
amounts then held by a Mortgagee, including any escrow deposits for Property taxes,
insurance premiums and other amounts.
g. Letter to Tenants. An original letter, executed by Seller, advising the tenants of the sale
of the Premises to Buyer and directing that rents and other payments be sent to Buyer or as
Buyer may direct.
h. Corporate Resolutions. If Seller is a corporation but not a corporate trustee, a resolution
of Seller's board of directors authorizing the sale and delivery of the deed, and a certificate
executed by the secretary or assistant secretary of Seller certifying the due adoption of the
i. Possession. Possession of the Premises as called for by section 4.4 subject to any Leases,
New Leases and Tenancies, and all keys to the Premises in Seller's possession.
j. Bill of Sale. A bill of sale transferring title to any personal property described in
Schedule G with full warranty of title and freedom from encumbrances but without
warranty of quality, merchantability, fitness for use or otherwise.
k. Other Documents. [Mention other documents such as consents, documents related to the
IRS, the state tax acts etc].
11.2 If Buyer does not terminate this Contract pursuant to section 9.1-a, Seller will assign
to Buyer all rights of Seller to any insurance proceeds or other proceeds payable by reason
of any fire or other casualty loss that is described in section 9.1 a, and will credit Buyer
with the amount of any such proceeds that Seller receives before Closing.
11.3 If Buyer does not terminate this Contract pursuant to section 9.2 , (a) the Purchase
Price will be reduced by the total of any awards, settlement funds or other proceeds
received by Seller at or before Closing with respect to any damaging, taking or acquiring
the Property, and (b) Seller will assign to Buyer all right of Seller in any awards,
settlement funds or other proceeds payable by reason of any such damaging, taking or
acquiring the Property.
[Describe other obligations as applicable]
11.4 Status of Leases at Closing. Seller does not represent or warrant that any particular
lease or tenancy will be in effect at Closing or that the tenant will have performed the
tenant's obligations thereunder.
a. Except to the extent that section 11.4 b applies, the termination of any lease or tenancy
prior to Closing due to tenant's default will not affect the obligations of Buyer under this
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Contract in any manner, or entitle Buyer to an abatement of or credit against the Purchase
Price, or give rise to any other claim by Buyer, and if any space in the Premises is vacant
on the Closing Date, Buyer will accept the Premises subject to the vacancy, provided that
the vacancy was not permitted or created by Seller in violation of this Contract.
b. If Buyer's Lender reasonably refuses to provide financing by reason of any such
vacancy or tenant default, Buyer may elect to terminate this Contract
12. Buyer's Closing Obligations
12.1 At Closing, Buyer will:
a. Payment of Purchase Price. Pay to or as directed by Seller the portion of the Purchase
Price that is payable at Closing, as adjusted for prorations and escrow deposits pursuant to
Clause 13 and section 11.1 f.
12.2 Recording. Buyer will, at or immediately after Closing, (a) complete all required real
property transfer tax declarations, (b) cause all declarations and payments of transfer taxes
to be delivered to the appropriate officials, and (c) cause the deed to be recorded.
13. Prorations, Closing Adjustments and Form of Payment
13.1 Matters to be Prorated. The parties will arrange for transfer of any utility services.
The following prorations will be made as of the end of the Closing Date and will adjust
the Purchase Price accordingly:
a. Prepaid rents,
b. Interest on any Continuing Mortgage,
c. Property taxes on the basis of the last-issued bills,
d. Special assessments for the year in which Closing occurs,
e. Any expenses of Property tax and assessment proceedings, and any water, sewer and
vault charges, all on the basis of the period for which assessed,
f. Wages, vacation pay, pension and welfare benefits and other fringe benefits of all
persons employed in the operation of the Premises whose employment was not terminated
at or prior to Closing,
g. Cost (including any taxes) of fuel stored on the Property at the price charged by Seller's
supplier at the time of Closing,
h. Charges under transferable Service Contracts or permitted renewals or replacements
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i. Premiums on transferable insurance policies listed in Schedule H or permitted renewals
j. Any amount payable to Seller under this Agreement
13.2 The expenses (including attorneys' fees) of any tax proceeding described in section
11.2 will be prorated between Seller and Buyer in proportion to the time periods which are
13.3 Transfer Taxes. Seller will pay any transfer taxes imposed by state or county law or
ordinance and Buyer will pay any other such taxes.
13.4 Amount of Continuing Mortgages. If there is an amount of $_______________in
reference to a Continuing Mortgage, the amount may be approximate and if at Closing the
aggregate principal amount of any Continuing Mortgages is different from the amount so
specified, the difference will be added to or subtracted from the amount payable at
Closing, unless otherwise specified. This section does not affect Seller's obligations under
section 6.1 .
13.5 Form of Payment. All monies payable to Seller at Closing, unless otherwise provided
in this Contract, will be paid by
various ways how monies may be paid]
14. Post-Closing Adjustments
[Describe situations such as reproration of property tax items, benefit of any tax
assessment reductions, tax refunds and credits, tenant arrears etc if applicable]
15. Termination and Default
15.1 Seller's Default.
a. If Seller defaults by reason of Seller's title being defective:
i. If Seller's default does not involve Seller's fraud or deceit:
A. Buyer may elect to accept Seller's title, in which event (1) Buyer will be entitled at
Closing to credit, against any Cash Balance, equal to the reasonably estimated cost (not to
exceed the Maximum Cure Amount) to cure the defect, (2) Buyer will not be entitled to
any other claim or credit arising from the defect, (3) Seller will not be required to take any
action or to pay any amount to cure the defect, and (4) Seller will have no liability for the
B. If Buyer does not so elect, this Contract will terminate.
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ii. If Seller's default involved fraud or deceit on Seller's part, Buyer may elect (A) to
proceed as above, or (B) to pursue any available remedy, despite any such election.
b. If Seller otherwise defaults Buyer may elect (i) to proceed as above, or (ii) to pursue
any available remedy.
c. The "Maximum Cure Amount" shall be __________________.
15.2 Buyer's default. If Buyer defaults Seller may elect (a) to retain the Earnest Money as
full compensation for all loss (in which event the Earnest Money will be treated as
liquidated damages), or (b) to pursue any available remedy.
15.3 Termination. If this Contract terminates and section 15.3 is to apply, no party will
thereafter have any obligation or liability under the Contract, but (a) Seller will cause the
Earnest Money, and any earnings thereon, to be refunded to Buyer, (b) the parties will
terminate any deed-and-money escrow, and (c) Buyer will return to Seller any material
(such as leases, Building plans and financial statements) that Buyer received from Seller,
and will reasonably restore the Property after any action (such as soil tests) that Buyer had
15.4 Payment of liens. Section 15.1 will not permit Seller to refuse to pay off at Closing
any mortgage, trust deed or financing statement that imposes a lien on the Premises, other
than Continuing Mortgages.
Any notice, request, demand, waiver, approval or other communicationdeemed given if
delivered personally or sent by telegram or telecopy (with transmission confirmed) or by
certified or registered mail, return receipts required with postage prepaid, or by Federal
Express or an equivalent overnight delivery service, addressed to the parties at their
respective addresses as either party may designate in writing to the other. Such notice,
request, demand, waiver, consent, approval or other communication shall be deemed to
have been given as of the date so delivered, telegraphed, or telecopied, or on the fifth day
after deposit in the United States mail or on the second day after deposit with Federal
Express or an equivalent overnight delivery service.
17. Survival of Obligations.
17.1 Survival. The parties' obligations (which include obligations under warranties and
representations) under section 2.1, section 3.2, Clause 6, Clause 7(except subsections a
through d of section 7.3, Clause 8, , Clause 11through 16 inclusive, and sections 18.1,
18.5, 18.7 and 18.9 will survive Closing; all other obligations of the parties under the
Contract will (in the absence of fraud and deceit) be extinguished by completion of
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18. 1 Assignment. If consent of a Mortgagee is required under a Continuing Mortgage,
Buyer may not assign this Contract or Buyer's rights hereunder without the prior consent
of Seller; in all other cases Buyer may affect such assignment without restriction. No
permitted assignment of Buyer's rights under this Contract will be effective against Seller
until an executed counterpart of the instrument of assignment has been delivered to Seller
and Seller has been furnished with the name and address of the assignee.
18.2 Time. Time is of the essence of this Contract. If a time period would expire on other
than a week day that is a full business day, the time period will be extended to the next
week day that is a full business day.
18.3 Amendment. No provision of this Contract may be waived, modified, amended,
discharged or terminated without a written amendment of the Contract.
18.4 Liability. Buyer will not be deemed to have assumed any personal liability under a
Continuing Mortgage unless Buyer has specifically assumed the liability under a
document that is entitled to be recorded (or filed) and that has been recorded (or filed).
18.5 Governing Law. This Contract will be governed by, and construed in accordance
with, the law of the State of ______________.
18.6 Captions. The captions in this Contract are provided for convenience of reference
only and do not by themselves define, describe or limit the scope or intent of the Contract.
18.7 Binding Effect. This Contract will be binding on and will inure to the benefit of the
parties hereto and their respective heirs, personal representatives, successors and permitted
18.8 Representative. Unless otherwise provided herein, a representative of a party may act
for the party.
18.9 Schedules and Riders. If the provisions of any Schedule or rider attached to this
Contract are inconsistent with the provisions of the Contract, the provisions of the
Schedule or rider will prevail. The first page of this Contract contains a list of all
Schedules and riders that form part of this Contract.
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Schedule A - Premises and Ownership
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Schedule B - Permitted Exceptions
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Schedule C – Insurance Policies
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Schedule D - Leases and Tenancies
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Schedule E- Security Deposit
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Schedule F- Rent Schedule
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Schedule G- Bill of Sale
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Schedule H- Service Contract
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Schedule I- Permits and Licenses.
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