SAMPLE cash purchase AGREEMENT
OFFER TO PURCHASE
TO THE PERSON EMPOWERED TO SELL THE PROPERTY DESCRIBED BELOW:
Property
The undersigned agree to purchaser the following property in the Town of Romulus, County of Seneca, State of New York, known as Traders Village and Boat House Beer Garden Properties being located at 6128 State Route 89, and appurtenances (for a more detailed description of the property, reference is hereby made to the deed(s) and any existing survey maps thereof) together with all equipment used in the operation and maintenance of the Boat House Beer Garden conducted upon said premises (and only said Boat House Beer Garden, as no personal property of Traders Village shall be included in this sale); and further together with, in respect to Boathouse Beer Garden only, all goodwill (including a covenant not to compete with Purchaser, within a radius of 25 miles of the business location for five years following the closing of this transaction, by Seller or any organization controlled or commonly owned by Seller or any principal thereof, exclusive rights to use of all trade name(s) and logo(s) used by the Seller and any URL, domain name(s) and E-mail address(es) of the establishment and customer lists, if any), and further together with consultation and advisement, to be provided by the principals of the seller as determined and as needed by Purchaser, for up to one (1) year following the lease commencement.
All real and personal property shall be in “as is” condition.
Obtaining any and all governmental licenses, permits or business operation approvals shall be the sole responsibility of the Purchaser.
Price
AT THE PRICE OF One Million Two Hundred Thousand Dollars ($1,200,000), to be allocated as the Purchaser shall hereafter determine, payable as follows:
Deposit
$25,000.00 check deposited with Seller to be held until this offer is accepted, at which time it shall become part of the payment, or returned if not accepted.
Balance
The remaining balance of the purchase price shall be paid on closing.
Contingencies
This offer is contingent upon the following:
A risk assessment or inspection of the property for the presence of lead-based paint and/or lead-based paint hazards at the Purchaser’s expense which shall be performed at any time until 9:00 p.m. on the tenth calendar day after ratification or on _______________, 200_. (Intact lead-based paint that is in good condition is not necessarily a hazard. See the EPA pamphlet Protect Your Family From Lead in Your Home for more information.) This contingency will terminate at the above predetermined deadline unless the Purchaser (or Purchaser’s agent) delivers to the Seller (or Seller’s agent) a written contract addendum listing the specific existing deficiencies and corrections needed, together with a copy of the inspection and/or risk assessment report. The Seller may, at the Seller’s option, within ___ days after delivery of the addendum, elect in writing whether to correct the condition(s) prior to settlement. If the Seller will correct the condition, the Seller shall furnish the Purchaser with certification from a risk assessor or inspector demonstrating that the condition has been remedied before the date of settlement. If the Seller does not elect to make the repairs, or if the Seller makes a counteroffer, the Purchaser shall have ___ days to respond to the counteroffer or remove this contingency and take the property in “as is” condition or this contract shall become void. The Purchaser may remove this contingency at any time without cause. _________ Purchaser hereby removes this contingency in reference to such assessment or inspection for the presence of lead based paint and/or lead-based paint hazards.
Purchaser’s ability to obtain financing for this acquisition in such amount and on such terms as are in accord with prevailing standards of area lending institutions, for which application shall be made within five (5) calendar days of the date of this offer’s acceptance and for which final commitment for which must be received no more than forty-five (45) days from the date of this offer’s acceptance;
Seller’s providing, at the parties’ equal expense, the following:
A. Any and all existing survey(s), if any, with current status affidavit;
B. Expert certifications of the following:
1. An adequate and potable water supply servicing the premises from a permanent, transferable source; and
2. The lawful function of the sewage disposal system servicing the premises, with all appurtenances thereof contained within the premises’ boundaries.
Recall Clause
The premises shall remain on the market during the contingency period. In the event of a subsequent offer’s being submitted that is acceptable to the Seller, the Purchaser shall be notified and given three (3) days to waive all remaining contingencies and proceed to closing, or agree to execute, without penalty to either party, a mutual cancellation writing. As a result, the Purchaser shall have the deposit refunded, and this contract shall become null and void and of no further consequence to either party.
Searches, Taxes, Easements, Zoning, Etc.
Seller is to deliver to Purchaser or Purchaser’s attorney, at least seven (7) days before closing, a currently updated abstract of title commencing with a warranty deed having been on record for at least forty (40) years and a current ten (10) year tax search, with tax receipts for the most recently paid taxes of each category, showing the property free and clear of all liens and encumbrances, except as herein set forth, and except utility easements and restrictions in use or of record and subject to zoning ordinance provisions or other governmental regulations, and further subject to any taxes for local improvements not now complete.
Purchaser’s Representation by an Attorney
In the event that Purchaser is not presently represented by an attorney-at-law, Purchaser agrees to notify Seller immediately of the name, address and telephone number of any such attorney engaged by Purchaser to represent purchaser in this transaction; Purchaser shall engage such representation in a timely manner so as not to delay the closing of the transaction.
Closing and Deed
Transfer is to be completed at the office of the attorney for Seller, on or before the sixtieth (60th) day following this offer’s acceptance, or as soon thereafter as abstracts can be brought to date. In the event that Purchaser’s lender requires that the closing take place outside of Oswego County, then Purchaser shall bear the cost of any additional expenses to be incurred by Seller by reason thereof, including but not limited to those charged by Seller’s attorney for having to travel outside of Oswego County to attend such closing. At the time of closing, Seller is to convey to Purchaser by warranty with lien covenant deed, and bill of sale, if applicable, good and marketable title to the property, free of all liens and encumbrances, except as may be above set forth, excepting, however, if Seller cannot provide good and marketable title, Seller shall provide fee title insurance and convey by bargain and sale deed.
Adjustments
Interest, insurance premiums, rents and taxes shall be pro-rated and adjusted as of the date of closing or possession, whichever first occurs.
Possession
Possession of the property shall be delivered on passing of deed.
Assignment
This offer may be assigned to an individual, trust or corporation for the purpose of holding title thereto; however, the undersigned shall remain responsible for the faithful performance of this contract.
Risk of Loss
The risk of loss of or damage to the property by fire or other casualty, until the delivery of the deed, is assumed by the Seller.
No Broker
The undersigned represent that there is no real estate broker in this transaction and that no real estate broker or agent brought about this sale.
Persons Bound
This offer, when accepted only by signing below, shall be a binding contract upon the parties hereto and their respective representatives and assigns.
NOT TO BE SIGNED
Seller’s Attorney is: Stephen C. Greene, Esq., 85 W. Bridge Street, Oswego, New York 13126 Direct Telephone & Fax (315) 342-2801; E-mail: scgreenelaw@gmail.com
Purchaser’s Attorney is: ______________________________________________________
______________________________________________________
The undersigned agree to purchaser the following property in the Town of Romulus, County of Seneca, State of New York, known as Traders Village and Boat House Beer Garden Properties being located at 6128 State Route 89, and appurtenances (for a more detailed description of the property, reference is hereby made to the deed(s) and any existing survey maps thereof) together with all equipment used in the operation and maintenance of the Boat House Beer Garden conducted upon said premises (and only said Boat House Beer Garden, as no personal property of Traders Village shall be included in this sale); and further together with, in respect to Boathouse Beer Garden only, all goodwill (including a covenant not to compete with Purchaser, within a radius of 25 miles of the business location for five years following the closing of this transaction, by Seller or any organization controlled or commonly owned by Seller or any principal thereof, exclusive rights to use of all trade name(s) and logo(s) used by the Seller and any URL, domain name(s) and E-mail address(es) of the establishment and customer lists, if any), and further together with consultation and advisement, to be provided by the principals of the seller as determined and as needed by Purchaser, for up to one (1) year following the lease commencement.
All real and personal property shall be in “as is” condition.
Obtaining any and all governmental licenses, permits or business operation approvals shall be the sole responsibility of the Purchaser.
Price
AT THE PRICE OF One Million Two Hundred Thousand Dollars ($1,200,000), to be allocated as the Purchaser shall hereafter determine, payable as follows:
Deposit
$25,000.00 check deposited with Seller to be held until this offer is accepted, at which time it shall become part of the payment, or returned if not accepted.
Balance
The remaining balance of the purchase price shall be paid on closing.
Contingencies
This offer is contingent upon the following:
A risk assessment or inspection of the property for the presence of lead-based paint and/or lead-based paint hazards at the Purchaser’s expense which shall be performed at any time until 9:00 p.m. on the tenth calendar day after ratification or on _______________, 200_. (Intact lead-based paint that is in good condition is not necessarily a hazard. See the EPA pamphlet Protect Your Family From Lead in Your Home for more information.) This contingency will terminate at the above predetermined deadline unless the Purchaser (or Purchaser’s agent) delivers to the Seller (or Seller’s agent) a written contract addendum listing the specific existing deficiencies and corrections needed, together with a copy of the inspection and/or risk assessment report. The Seller may, at the Seller’s option, within ___ days after delivery of the addendum, elect in writing whether to correct the condition(s) prior to settlement. If the Seller will correct the condition, the Seller shall furnish the Purchaser with certification from a risk assessor or inspector demonstrating that the condition has been remedied before the date of settlement. If the Seller does not elect to make the repairs, or if the Seller makes a counteroffer, the Purchaser shall have ___ days to respond to the counteroffer or remove this contingency and take the property in “as is” condition or this contract shall become void. The Purchaser may remove this contingency at any time without cause. _________ Purchaser hereby removes this contingency in reference to such assessment or inspection for the presence of lead based paint and/or lead-based paint hazards.
Purchaser’s ability to obtain financing for this acquisition in such amount and on such terms as are in accord with prevailing standards of area lending institutions, for which application shall be made within five (5) calendar days of the date of this offer’s acceptance and for which final commitment for which must be received no more than forty-five (45) days from the date of this offer’s acceptance;
Seller’s providing, at the parties’ equal expense, the following:
A. Any and all existing survey(s), if any, with current status affidavit;
B. Expert certifications of the following:
1. An adequate and potable water supply servicing the premises from a permanent, transferable source; and
2. The lawful function of the sewage disposal system servicing the premises, with all appurtenances thereof contained within the premises’ boundaries.
Recall Clause
The premises shall remain on the market during the contingency period. In the event of a subsequent offer’s being submitted that is acceptable to the Seller, the Purchaser shall be notified and given three (3) days to waive all remaining contingencies and proceed to closing, or agree to execute, without penalty to either party, a mutual cancellation writing. As a result, the Purchaser shall have the deposit refunded, and this contract shall become null and void and of no further consequence to either party.
Searches, Taxes, Easements, Zoning, Etc.
Seller is to deliver to Purchaser or Purchaser’s attorney, at least seven (7) days before closing, a currently updated abstract of title commencing with a warranty deed having been on record for at least forty (40) years and a current ten (10) year tax search, with tax receipts for the most recently paid taxes of each category, showing the property free and clear of all liens and encumbrances, except as herein set forth, and except utility easements and restrictions in use or of record and subject to zoning ordinance provisions or other governmental regulations, and further subject to any taxes for local improvements not now complete.
Purchaser’s Representation by an Attorney
In the event that Purchaser is not presently represented by an attorney-at-law, Purchaser agrees to notify Seller immediately of the name, address and telephone number of any such attorney engaged by Purchaser to represent purchaser in this transaction; Purchaser shall engage such representation in a timely manner so as not to delay the closing of the transaction.
Closing and Deed
Transfer is to be completed at the office of the attorney for Seller, on or before the sixtieth (60th) day following this offer’s acceptance, or as soon thereafter as abstracts can be brought to date. In the event that Purchaser’s lender requires that the closing take place outside of Oswego County, then Purchaser shall bear the cost of any additional expenses to be incurred by Seller by reason thereof, including but not limited to those charged by Seller’s attorney for having to travel outside of Oswego County to attend such closing. At the time of closing, Seller is to convey to Purchaser by warranty with lien covenant deed, and bill of sale, if applicable, good and marketable title to the property, free of all liens and encumbrances, except as may be above set forth, excepting, however, if Seller cannot provide good and marketable title, Seller shall provide fee title insurance and convey by bargain and sale deed.
Adjustments
Interest, insurance premiums, rents and taxes shall be pro-rated and adjusted as of the date of closing or possession, whichever first occurs.
Possession
Possession of the property shall be delivered on passing of deed.
Assignment
This offer may be assigned to an individual, trust or corporation for the purpose of holding title thereto; however, the undersigned shall remain responsible for the faithful performance of this contract.
Risk of Loss
The risk of loss of or damage to the property by fire or other casualty, until the delivery of the deed, is assumed by the Seller.
No Broker
The undersigned represent that there is no real estate broker in this transaction and that no real estate broker or agent brought about this sale.
Persons Bound
This offer, when accepted only by signing below, shall be a binding contract upon the parties hereto and their respective representatives and assigns.
NOT TO BE SIGNED
Seller’s Attorney is: Stephen C. Greene, Esq., 85 W. Bridge Street, Oswego, New York 13126 Direct Telephone & Fax (315) 342-2801; E-mail: scgreenelaw@gmail.com
Purchaser’s Attorney is: ______________________________________________________
______________________________________________________