Purchase Agreement

This Purchase Agreement (the "Agreement") is entered into on 2023-10-01 (the "Effective Date") by and between Seller Inc. ("Seller") with an address of 123 Seller St and Buyer LLC ("Buyer") with an address of 456 Buyer Rd

1. Property Description

Property Type: real estate (real estate, business assets, vehicle, equipment, inventory, etc.)

Legal Description (for real estate): Lot 1, Block A

Property Address: 789 Property Ln

City, State, ZIP: City, State, 12345

County: County Name

Parcel/Tax ID Number: 123-456-789

Detailed Description:

A single-family residence...

Included Items: The following items are included in the sale:

• Appliances, fixtures...

Excluded Items: The following items are excluded:

• Personal furniture...

Property Condition: Sold as-is ("as-is" / "subject to repairs" / "with warranties")

2. Purchase Price and Payment Terms

Total Purchase Price: $500000

Payment Breakdown:

• Earnest Money Deposit: $5000 (due upon execution)
• Down Payment (additional): $95000 (due at closing)
• Financing Amount: $400000
• Balance Due at Closing: $0

Earnest Money:

• Amount: earnest money amount
• Held by: escrow holder (title company / attorney / broker)
• Due: earnest money days days from acceptance
• Applied to: Purchase price at closing
• Refundable if: refund conditions

Payment Method:

• Earnest money: earnest payment method
• Closing payment: closing payment method (wire transfer / cashier's check / certified funds)

Price Adjustments: price adjustments (prorations, credits, etc.)

3. Financing Contingency

Financing: financing status (cash purchase / subject to financing / seller financing)

If Subject to Financing:

• Loan Amount: loan amount
• Loan Type: loan type (conventional, FHA, VA, SBA, etc.)
• Maximum Interest Rate: max interest rate%
• Financing Deadline: financing deadline
• Commitment Date: Buyer must obtain loan commitment by loan commitment date

Failure to Obtain Financing: If Buyer cannot obtain financing by deadline, Buyer may:

• Cancel agreement and receive earnest money refund, OR
• Proceed with cash purchase, OR
• Request extension: extension policy

Buyer Obligations:

• Apply for financing within application days days
• Provide financial information to lender promptly
• Not materially change financial condition
• Cooperate with appraisal and underwriting

Seller Financing (if applicable):

• Down Payment: seller finance down
• Principal Amount: seller finance amount
• Interest Rate: seller finance rate%
• Term: seller finance years years
• Monthly Payment: monthly payment
• Balloon Payment: balloon payment (if applicable)
• Promissory Note and Security: To be executed at closing

4. Inspection Contingency

Inspection Period: inspection days days from effective date

Types of Inspections:

• General home inspection: home inspection
• Pest/termite inspection: pest inspection
• Roof inspection: roof inspection
• Septic inspection: septic inspection
• Well/water quality: well inspection
• Environmental (lead, radon, asbestos, mold): environmental inspection
• additional inspections

Inspection Costs: inspection cost responsibility (Buyer pays / Seller pays / split)

Access for Inspection: Seller shall provide reasonable access. Buyer responsible for restoring property to pre-inspection condition.

Inspection Results:

• Buyer must provide inspection report to Seller by inspection report deadline
• If material defects found, Buyer may: a) Accept property as-is b) Request repairs: repair request deadline c) Request price reduction d) Cancel agreement and receive earnest money refund

Seller's Response: Seller has seller response days days to:

• Agree to make repairs
• Agree to price reduction
• Decline and allow Buyer to cancel
• Negotiate alternative resolution

Re-Inspection: Buyer entitled to re-inspect repairs: re inspection rights

5. Appraisal Contingency

Appraisal Requirement: appraisal required (required for financing / waived)

Appraisal Deadline: appraisal deadline

Minimum Appraised Value: Property must appraise at minimum minimum appraisal (typically purchase price)

Low Appraisal: If property appraises below purchase price, parties may:

• Seller reduces price to appraised value
• Buyer pays difference in cash
• Renegotiate price
• Buyer cancels and receives earnest money refund (if financing contingency in place)

Appraisal Cost: appraisal cost (typically Buyer)

6. Title and Title Insurance

Title Search: Seller shall provide evidence of marketable title

Title Insurance: title insurance requirement

• Owner's Policy Amount: owners policy amount
• Lender's Policy (if applicable): lenders policy
• Title Insurance Cost: title insurance cost (Seller / Buyer / per local custom)

Title Defects: Seller must cure title defects by closing, including:

• Liens
• Encumbrances
• Judgments
• Unpaid taxes
• Easements not disclosed
• title defect types

Cure Period: Seller has title cure days days to cure defects

Failure to Cure: If Seller cannot cure defects by closing, Buyer may:

• Accept title with defects
• Cancel and receive earnest money refund
• Extend closing to allow additional cure time

Permitted Exceptions: permitted encumbrances (recorded easements, CC&Rs, etc.)

7. Property Disclosures

Seller Disclosures: Seller must disclose known material defects:

• Structural issues
• Mechanical/systems problems
• Water damage/flooding history
• Environmental hazards (lead paint, asbestos, radon, mold)
• HOA/condo association issues
• Boundary disputes
• Zoning violations
• Death on property (if required by law): death disclosure
• additional disclosures

Disclosure Deadline: disclosure deadline

Lead-Based Paint (pre-1978 properties): Seller must provide lead disclosure and 10-day inspection opportunity

HOA Documents (if applicable):

• CC&Rs, bylaws, rules
• Financial statements
• Meeting minutes
• Assessments: Current and planned
• Restrictions and requirements
• Deadline: hoa docs deadline

8. Closing Date and Location

Closing Date: closing date (or within closing days days of contingency removal)

Closing Location: closing location (title company office, attorney's office, escrow company)

Closing Agent: closing agent (title company / attorney / escrow agent)

Extension: Either party may request extension days-day extension with extension notice days days notice for: extension reasons

Possession: Buyer takes possession possession timing (at closing / possession days days after closing)

Holdover: If Seller remains after closing: holdover terms (daily rent / prohibited / per agreement)

9. Closing Costs and Prorations

Seller's Costs:

• Real estate commission: commission percentage
• Title search/examination
• Transfer taxes: transfer tax responsibility
• seller additional costs
• Payoff of liens/mortgages
• HOA transfer fees
• Home warranty (if agreed): home warranty responsibility

Buyer's Costs:

• Loan origination fees
• Title insurance (lender's policy)
• Recording fees: recording fee responsibility
• Appraisal fee
• Inspection fees
• buyer additional costs

Prorations (as of closing):

• Property taxes
• HOA dues
• Utilities (if applicable)
• Rent (if tenant-occupied)
• Interest (if assumed loan)
• additional prorations

Proration Method: proration method (actual days / 30-day months)

10. Representations and Warranties

Seller Represents and Warrants:

• Seller has legal right and capacity to sell
• No undisclosed liens or encumbrances
• No pending legal actions affecting property
• All systems and appliances in working order (unless disclosed)
• No knowledge of material defects not disclosed
• Compliance with zoning and building codes
• HOA dues current (if applicable)
• No condemnation proceedings
• seller additional representations

Buyer Represents and Warrants:

• Buyer has legal capacity to purchase
• Buyer has financing ability (or has demonstrated proof of funds)
• No pending bankruptcy
• buyer representations

Survival: Representations survive closing for representation survival days days (or survival period)

11. Risk of Loss

Risk Until Closing: Seller bears risk of loss until closing

Casualty/Damage Before Closing:

If property substantially damaged or destroyed before closing:

• Buyer may cancel and receive earnest money refund, OR
• Proceed with purchase and receive insurance proceeds, OR
• Proceed with price adjustment for damage

Insurance: Seller must maintain insurance until closing

Substantial Damage Defined: Damage exceeding substantial damage threshold of purchase price or affecting habitability

12. Default and Remedies

Buyer Default: If Buyer defaults (fails to close without valid contingency):

• Seller may retain earnest money as liquidated damages, OR
• buyer default remedy (sue for specific performance / sue for damages)

Seller Default: If Seller defaults (fails to close):

• Buyer may receive earnest money refund plus expenses: expense reimbursement, OR
• Buyer may sue for specific performance (force sale), OR
• seller default remedy

Attorneys' Fees: attorney fees provision (prevailing party entitled to fees / each party bears own fees)

13. Addenda and Additional Terms

Attached Addenda:

• Lead-Based Paint Disclosure (if applicable)
• HOA Addendum
• Financing Addendum
• additional addenda

Special Provisions:

special provisions

Fixtures and Personal Property: All fixtures included unless excluded above. Personal property only if specifically listed.

Homeowners Association: Buyer acknowledges HOA membership and agrees to comply with CC&Rs, bylaws, and rules

Survey: survey requirement (new survey required at Buyer/Seller expense / existing survey acceptable)

Utilities Transfer: Seller to transfer/disconnect utilities by utilities deadline

Keys and Access: Seller to provide key count keys, garage remotes remote count, access codes, and manuals at closing

14. General Provisions

Entire Agreement: Constitutes entire agreement and supersedes all prior understandings

Amendments: Must be in writing signed by both parties

Time is of the Essence: All deadlines are strict

Notices: In writing to addresses above or as updated

Governing Law: Laws of governing state

Severability: Invalid provisions don't affect remaining terms

Assignment: assignment rights (Buyer may/may not assign without consent)

Counterparts: May be executed in counterparts; electronic signatures binding

Business Days: All days are business days unless specified otherwise

Cooperation: Parties agree to execute additional documents reasonably necessary to complete transaction

15. Dispute Resolution

Mediation: Disputes shall first be submitted to mediation in mediation location

Mediation Costs: mediation cost split

Arbitration/Litigation: If mediation fails: final dispute method (binding arbitration / litigation)

Attorney Fees: dispute attorney fees (prevailing party / each bears own)

16. Agency Disclosures

Seller's Agent: sellers agent (name and brokerage)

Buyer's Agent: buyers agent (name and brokerage)

Dual Agency: dual agency (if applicable)

Commission: commission terms paid by commission payor

17. Contact Information

Seller: Email: seller email Phone: seller phone

Buyer: Email: buyer email Phone: buyer phone

Seller's Attorney (if applicable): Name: seller attorney Phone: seller attorney phone

Buyer's Attorney (if applicable): Name: buyer attorney Phone: buyer attorney phone

Closing Agent: Name: closing agent name Company: closing company Phone: closing agent phone

18. Signatures

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

19. Acceptance

Offer: This offer expires on 2023-10-15 if not accepted.

Effective Date: This Agreement becomes effective upon delivery of Seller's acceptance to Buyer.