REAL ESTATE WHOLESALE PURCHASE CONTRACT
THIS AGREEMENT is hereby entered into on this ………………day of …….……………. Two Thousand and ……………………………
BETWEEN
- [Your Name or Company Name], with its principal place of business at [Address], hereinafter referred to as the (“Seller”)
AND
- [Buyer’s Name or Company Name], with an address at [Address], hereinafter referred to as the (“Buyer”)
- PROPERTY DETAILS:
3.1 The Seller agrees to sell and the Buyer agrees to purchase the property located at [Property Address], including all fixtures, improvements, and appurtenances thereto (the “Property”).
- PURCHASE PRICE, EARNEST MONEY DEPOSIT, AND PAYMENT TERMS:
3.1 Purchase Price:
The total Purchase Price for the Property shall be two million four hundred fifty thousand dollars ($2,450,000), payable by the Buyer to the Seller in accordance with the terms outlined herein.
3.2 Earnest Money Deposit:
Upon execution of this Contract, the Buyer shall deliver an Earnest Money Deposit amounting to three percent (3%) of the Purchase Price, totaling seventy-three thousand five hundred dollars ($73,500). The Earnest Money shall be provided in the form of certified funds, wire transfer, or another method mutually agreed upon by both parties. The Earnest Money shall be held in escrow by [Escrow Agent’s Name], a neutral third party, until the closing of the transaction.
3.3 Payment Terms and Closing:
The remaining balance of the Purchase Price shall be paid by the Buyer to the Seller in cash at the time of closing. The closing of the transaction shall occur within [Timeframe] days from the date of execution of this Contract, subject to extension by mutual written agreement between the parties. The exact closing date shall be agreed upon in writing.
3.4 Adjustments and Prorations:
At closing, the Purchase Price shall be subject to customary adjustments and prorations, including but not limited to real estate taxes, assessments, rents, and other applicable charges, as applicable to the Property.
3.5 Closing Costs:
Each party shall be responsible for their own closing costs, including attorney’s fees, recording fees, transfer taxes, and other expenses associated with the transfer of title and closing of the transaction.
- INSPECTION AND DUE DILIGENCE:
4.1 Buyer’s Acknowledgment and Acceptance:
4.1.1 The Buyer acknowledges that prior to entering into this Contract, they have been granted the opportunity to inspect and perform due diligence on the Property to their satisfaction.
4.1.2 The Buyer further acknowledges and agrees that they are purchasing the Property in its current “as-is” condition, with no warranties or representations made by the Seller regarding the condition, suitability, or fitness for a particular purpose of the Property.
4.2 Due Diligence Period:
4.2.1 The Due Diligence Period shall commence on the execution date of this Contract and shall continue for a period of [Number] calendar days (the “Due Diligence Period”).
4.2.2 During the Due Diligence Period, the Buyer shall have the unrestricted right to enter the Property for the purpose of conducting inspections, assessments, appraisals, and other due diligence activities as they deem necessary or appropriate.
4.2.3 The Buyer shall have the right to engage qualified professionals, including inspectors, engineers, appraisers, and contractors, to assist with their due diligence activities. The Buyer shall be responsible for all costs associated with these activities.
4.2.4 If the Buyer determines that the Property does not meet their requirements or expectations during the Due Diligence Period, the Buyer may, at their sole discretion, terminate this Contract by providing written notice to the Seller within the Due Diligence Period. In such case, the Earnest Money shall be promptly returned to the Buyer.
4.3 Seller’s Cooperation:
4.3.1 The Seller shall provide reasonable access to the Property during the Due Diligence Period to allow the Buyer and their agents, contractors, and professionals to conduct inspections and due diligence activities.
4.3.2 The Seller shall not undertake any action that would interfere with the Buyer’s due diligence activities during the Due Diligence Period.
8.4 No Obligation to Remedy:
8.4.1 Notwithstanding anything to the contrary in this Contract, the Seller shall have no obligation to remedy or address any issues, defects, or concerns identified by the Buyer during the Due Diligence Period.
- CLOSING AND TRANSFER OF TITLE:
5.1 Closing Date and Location:
5.1.1 The closing of the sale shall take place on or before [Closing Date], which shall be a mutually agreed-upon date by both parties. The closing shall occur at a location within [Location], which shall be determined and communicated by the parties in writing at least [Number] days prior to the closing date.
5.2 Seller’s Obligations at Closing:
At the closing, the Seller shall:
5.2.1 Deliver to the Buyer a fully executed and acknowledged warranty deed (the “Deed”) that conveys good, marketable, and insurable title to the Property. The Deed shall be in a form and substance acceptable to the Buyer and their legal counsel.
5.2.2 Certify that the Property is free and clear of all liens, encumbrances, and adverse claims, except for easements and restrictions of record that do not materially affect the use and enjoyment of the Property.
5.2.3 Provide the Buyer with evidence of title insurance commitment or policy indicating that the title is insurable, subject only to the exceptions mentioned above.
5.2.4 Deliver to the Buyer any documents and instruments necessary to transfer ownership of the Property, including but not limited to bills of sale, assignments of leases, and any required certificates of occupancy.
6.3 Buyer’s Obligations at Closing:
At the closing, the Buyer shall:
6.3.1 Pay the remaining balance of the Purchase Price in cash or by certified funds as specified in Clause 3.3 of this Contract.
6.3.2 Execute and deliver any documents required for the transfer of ownership, including any necessary assignments of leases, if applicable.
6.3.3 Accept the Deed and title insurance commitment or policy provided by the Seller, subject to the exceptions as outlined in this Contract.
- DEFAULT:
7.1 Buyer’s Default:
In the event of default by the Buyer, the Seller reserves the right to pursue any and all remedies available under applicable law, including but not limited to:
7.1.1 Retaining the Earnest Money as liquidated damages, as specified in Section 10 of this Contract.
7.1.2 Seeking specific performance, whereby the Buyer is compelled to perform their obligations under this Contract, including purchasing the Property.
7.1.3 Recovering actual damages incurred by the Seller as a result of the Buyer’s default, including costs of re-listing, marketing, and potential loss of value.
7.1.4 Pursuing any equitable remedies deemed appropriate by a court of competent jurisdiction.
7.2 Seller’s Default:
In the event of default by the Seller, the Buyer may pursue any and all remedies available under applicable law, including but not limited to:
7.2.1 Seeking specific performance, whereby the Seller is compelled to transfer the Property to the Buyer as agreed upon in this Contract.
7.2.2 Recovering actual damages incurred by the Buyer due to the Seller’s default, including costs associated with inspections, appraisals, and other due diligence activities.
7.2.3 Rescinding the Contract and seeking the return of the Earnest Money, along with any additional costs and expenses incurred by the Buyer as a result of the Seller’s default.
7.3.4 Pursuing any equitable remedies deemed appropriate by a court of competent jurisdiction.
7.3 Notice and Cure:
7.3.1 Prior to pursuing any remedies under this section, the non-defaulting party shall provide written notice to the defaulting party specifying the nature of the default. The defaulting party shall have a reasonable period, not to exceed [Number] days, to cure the default. If the default is not cured within the specified period, the non-defaulting party may proceed with remedies as provided herein.
8.4 Costs of Enforcement:
8.4.1 In the event either party initiates legal proceedings to enforce the terms of this Contract due to default, the prevailing party shall be entitled to recover reasonable attorney’s fees and costs incurred in such enforcement, in addition to any other remedies available under law.
- CONFIDENTIALITY:
9.1 Both parties acknowledge and agree that all information shared, exchanged, or obtained in connection with this Contract, including but not limited to financial information, property details, negotiations, and any other proprietary or confidential information (“Confidential Information”), shall be treated as confidential and shall not be disclosed to any third party without the express written consent of the disclosing party, except as required by law.
- TERMINATION:
10.1 Seller’s Right to Terminate:
10.1.1 The Seller reserves the right to terminate this Contract if a suitable buyer cannot be secured within [Timeframe] days from the date of execution of this Contract. For the purpose of this clause, a “suitable buyer” shall be defined as a prospective purchaser who demonstrates the financial capability and willingness to purchase the Property in accordance with the terms outlined in this Contract.
10.1.2 If the Seller chooses to terminate the Contract, the Seller shall provide written notice of termination to the Buyer within [Timeframe] days from the expiration of the [Timeframe] mentioned. The notice shall specify the Seller’s intent to terminate and shall be delivered in accordance with the notice provisions outlined in this Contract.
10.3 Buyer’s Right to Terminate:
10.3.1 The Buyer reserves the right to terminate this Contract if, during the Due Diligence Period, the Property fails to meet the Buyer’s inspection and due diligence needs. The Buyer shall provide written notice of termination to the Seller within the Due Diligence Period, specifying the reason for termination.
- DISPUTE RESOLUTION:
11.1 Mediation: In the event of any dispute arising under or in connection with this Agreement, the parties shall first attempt to resolve the dispute through mediation. Both parties shall share the costs of mediation equally.
11.2 Litigation: If mediation fails to result in a resolution, any unresolved dispute shall be submitted to litigation in accordance with the laws of the State of Connecticut with exclusive jurisdiction in the courts located in Connecticut. The prevailing party shall be entitled to recover reasonable attorney’s fees and costs incurred in connection with the litigation.
- GOVERNING LAW AND JURISDICTION:
12.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of Connecticut, United States, without regard to its conflict of law principles.
12.2 Jurisdiction: Any legal action or proceeding arising under or in connection with this Agreement shall be brought exclusively in the courts of Connecticut, and the parties hereby submit to the personal jurisdiction of such courts.
- ENTIRE AGREEMENT:
13.1 This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements and understandings, whether oral or written.
- AMENDMENTS:
14.1 Any amendments or modifications to this Agreement must be made in writing and signed by both parties.
- ASSIGNMENT:
15.1 This Agreement may not be assigned by either party without the prior written consent of the other party, except in the case of an assignment to an affiliate or successor of the assigning party.
- WAIVER:
16.1 The failure of either party to enforce any provision of this Agreement shall not be deemed a waiver of such provision or the right to enforce it in the future.
IN WITNESS WHEREOF, the Parties hereto have executed this Software Purchase Agreement as of the date first above written.
Signed by or on behalf of:
THE UNDERSIGNED HAVE READ, FULLY UNDERSTOOD AND BY SIGNING
SELLER BUYER
NAME: NAME:
____________________________ ___________________________
SIGNATURE: SIGNATURE:
____________________________ ___________________________
DATE: DATE:
____________________________ ___________________________
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