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letter-of-intent-to-purchase pdf
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Letter of Intent
This letter sets forth some of the basic terms under which Seller would be interested in entering into a Real
Estate Purchase Agreement. It serves as a letter of intent (“Letter”) from
through his agent (if any) and dated in which
Purchaser has set forth its interest in acquiring the subject Property. This letter of intent is much more
comprehensive than is generally the case. We have found that addressing business issues in a
comprehensive manner at the outset expedites negotiation and finalization, and this letter is intended as the
first step in this process. NEVERTHELESS, PLEASE BE ADVISED THAT THIS LETTER IS NOT
CONTRACTUALLY BINDING ON THE PARTIES AND IS ONLY AN EXPRESSION OF THE
BASIC TERMS AND CONDITIONS TO BE INCORPORATED IN A FORMAL WRITTEN
AGREEMENT. THE PARTIES SHALL NOT BE CONTRACTUALLY BOUND UNLESS AND
UNTIL THEY EXECUTE A FORMAL PURCHASE AGREEMENT, WHICH MUST BE IN FORM
AND CONTENT SATISFACTORY TO EACH PARTY AND ITS COUNSEL IN THEIR SOLE
DISCRETION.
PROPERTY:
PURCHASER:
PURCHASER’S ADDRESS (for Street:
notice purposes under the contract, City, State:
please include a street address and Phone:
fax number): Fax:
SELLER: Sovereign __ LLC
c/o Sovereign Investment Company
777 California Street
Palo Alto, CA 94304
(hereinafter, the “Seller”)
PURCHASE PRICE: The Purchase Price shall be $
FINANCING: Purchaser shall have up to days
(the “Financing Contingency Period”) from the Effective Date to
obtain a commitment for financing of the Property (the “Effective
Date” being the date of mutual execution of a Purchase and Sale
Agreement).
Page 1 of 4
EARNEST MONEY dollars (“Earnest Money”) shall be
DEPOSIT: placed in escrow with the Title Company within two (2) business
days after the Effective Date. Upon expiration of the Due
Diligence Period (defined below) and provided Purchaser does
not terminate the Purchase and Sale Agreement before expiration
of the Due Diligence Period, Purchaser shall deposit an
additional, dollars (“Additional
Earnest Money”) with the Title Company. Upon expiration of
the Due Diligence Period (defined below), the Earnest Deposit
and the Additional Earnest Money shall be non-refundable,
unless Purchaser terminates Purchase and Sale Agreement
pursuant to Due Diligence Update Review Period (defined
below).
At Closing, the Earnest Money and the Additional Earnest Money
(and all interest earned thereon) shall be applied toward the
Purchase Price.
TITLE COMPANY: Land America
ESCROW COMPANY: Land America Commercial Services
NCS National Accounts Administrator, Ste 300
1850 N. Central Ave.
Phoenix, AZ 85004
Attn: Allen Brown
DUE DILIGENCE PERIOD: Purchaser shall have up to days from the
Effective Date (the “Due Diligence Period”), to review the Due
Diligence Items and to enter upon the Property to inspect the
physical condition of the same, as it shall deem necessary. On or
before expiration of the Due Diligence Period, Purchaser shall
determine whether it is feasible to purchase the Property based on
Purchaser’s review of the Due Diligence Items and its physical
inspection of the Property. If it is not feasible for Purchaser to
purchase the Property, Purchaser may terminate the Purchase and
Sale Agreement.
If Purchaser so terminates, the Earnest Money shall be returned to
Purchaser, and the Due Diligence Items shall be returned to
Seller.
CONTRACT: Upon the mutual execution of this Letter, Seller will promptly
prepare a Purchase and Sale Agreement and Seller shall make a
good faith effort to deliver said Purchase and Sale Agreement to
Purchaser within Two (2) business days after mutual execution of
the LOI.
Page 2 of 4
TRANSFER: Special Warranty Deed or the equivalent thereof in the State
where the Property is located.
CLOSING: Closing shall occur within days after expiration
of the Due Diligence Period.
CLOSING COSTS: Closing costs are usual and customary. Each party shall pay its
own legal fees.
SALES COMMISSION: Purchaser and Seller each represent that no real estate broker,
finder or intermediary has been consulted or used in connection
with the purchase and sale of the Property, except for the
_________________________________ (if any) who shall be
compensated upon Closing by Seller pursuant to a separate
agreement. Purchaser and Seller shall agree to indemnify and
hold each other harmless from and against any other brokerage
commissions and finder or intermediary fees claimed or owing by
reason of the sale of the Property.
TAX DEFERRED EXCHANGE: Seller is aware that Purchaser may elect to acquire this Property
under IRC Section 1031. In such event, Seller will cooperate
with Purchaser at no cost or liability to Seller.
CONFIDENTIALITY: Seller, Purchaser, and their agents shall maintain the
confidentiality of the parties, terms, and conditions of this letter
and the negotiations that may follow, if any, from this date forth.
The above items are the general business terms and conditions to be covered in the Purchase and Sale
Agreement, which would be submitted to the Seller. Additional remaining terms of the Purchase and Sale
Agreement will be negotiated and must be acceptable to both Purchaser and Seller.
This Letter is not intended to be a binding contract.
If this Letter accurately reflects the general business terms and conditions which may form the basis of a
separate written agreement, please confirm in writing no later than . This Letter
supersedes letters, if any submitted at earlier dates and any and all other communications or discussions
whether oral, in writing, or on electronic format.
Page 3 of 4
“Purchaser”
Name of “Purchaser(s)”
By: ________________________________ ______________, 2008
By: ________________________________ ______________, 2008
Seller hereby agrees to the terms and conditions of the Letter.
SOVEREIGN ___, LLC, ______________, 2008
a Delaware limited liability company
By: Sovereign JF, SPE Manager, Inc.,
a Delaware corporation, its managing member
By:
Name:
Title:
Page 4 of 4
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