Contract of Sale of Commercial Property Template [CD1]
When signed by all parties, this
Document becomes a binding Contract. You should consult your attorney before
signing if you have any questions.
SELLER:
_____________________________________WORK # _______________________
____________________________________________HOME
# _______________________
BUYER:
______________________________________WORK # _______________________
____________________________________________HOME
# _______________________
SELLERS
ATTORNEY: ____________________________________________
____________________________________________
PHONE # ______________________
BUYERS ATTORNEY:
__________________________________________________________________________________
____________________________________________
PHONE # ______________________
LISTING
AGENCY: ______________________________PHONE # ______________________
LISTING
AGENT: _______________________________PHONE # ______________________
ADDRESS:
_____________________________________________________________________________
SUB
AGENCY/BUYER’S BROKER (CROSS OUT ONE)
_____________________________________________PHONE
# ___________________________ AGENT:
______________________________________PHONE # ___________________________
ADDRESS:
__________________________________________________________________________________
_________________________________________________________________
OFFER TO PURCHASE: Buyer offers to
purchase the property described below from Seller on the following terms:
1. PROPERTY
DESCRIPTION:
Property
known as
No. ________________
In the
Town/City of
________________________________,
Village
of __________________________________,
County of
_______________________________,
State of
New York, also known as Tax Map No.
____________________________, including all buildings and any other
improvements and all rights which the Seller has in or with the property.
Approximate lot size: ______________________.
( )
As described in more detail below:
2. OTHER
ITEMS INCLUDED IN PURCHASE. (NOTE: Cross out individual items not applicable in
Paragraphs (a) and (b) below).
(a) The
following items, if any, now in or on the property are included in this
purchase and sale and Seller represents that all of said items will be in
working order at the time of closing: All heating, plumbing and electrical
systems and (if none, so state):
__________________________________________________________________________________
__________________________________________________________________________________
__________________________________________________________________________________
________________________
(b) The
following items, if any, now in or on the property are included in this
purchase and sale and are accepted by the Buyer in “as is” condition: (if none,
so state)
__________________________________________________________________________________
__________________________________________________________________________________
__________________________________________________________________________________
________________________
(c) Buyer
shall have the right, after reasonable notice to Seller, to inspect the
property with all utilities in service at the Seller’s expense, within 5 days
before the time of closing.
(d) Seller
represents that he has good title to all of the above items transferred to the
Buyer.
3. PRICE:
AMOUNT AND HOW IT WILL BE PAID.
The
purchase price is Rs. ______________________________. Buyer shall receive
credit at closing for the deposit of Rs. ________________________________, made
hereunder. The deposit shall be immediately returned if this contract is not
accepted by Seller or if this contract fails to close for any reason not the
fault of Buyer. If Buyer fails to perform Buyer’s obligations under this
contract, Buyer shall forfeit the deposit and Seller may also pursue other
legal rights Seller has against the Buyer. The balance of the purchase price
shall be paid as follows:
[ ] (a) All in cash, or certified or
bank check at closing
[ ] (b) See Addendum “A” for clause for
assumption of existing mortgage
[ ] (c) See Addendum “B” for clause for
Note and Mortgage to Seller
[ ]
(d) See Addendum “C” for allocation of purchase price
4. CONTINGENCIES.
[ ] (a) Mortgage Contingency. This offer
is subject to Buyer obtaining a [ ] Conventional, [ ] Other ________ mortgage loan in the amount of at least
Rs.________________ or ________________ % of the Purchase Price.
Buyer shall apply for the mortgage loan within
_____________ days from the date of acceptance of this contract and diligently
pursue this loan, and shall have ______days from the date of the loan
application to obtain a written mortgage
commitment. In the event the financing set forth above is denied, either party
may cancel this contract and the deposit
will be Immediately returned to the Buyer. [ ] (b) Other Contingencies (Mark Yes
or No)
Y N
[ ] [ ] I. Satisfactory inspection of
the premises, by a licensed home inspector, to be obtained and paid for by
the (Buyer) (Seller) within
______________ calendar days after the date of the (acceptance of this
contract) (securing mortgage commitment)
(strike out one).
[ ] [ ] ii. Satisfactory environmental
review at expense of (Buyer) (Seller) as required by Buyer and/or lending
institution within ______________ calendar days after the date of the
(acceptance of this contract) (securing mortgage commitment) (strike out one).
[ ] [ ] iii. Satisfactory test of septic
system to be obtained and paid for by the (Buyer) (Seller) from the
applicable County Health Department or
private testing company, approved by the Lender, within ____________calendar days from the date of the (acceptance of this
contract) (securing mortgage commitment) (strike out one).
[ ] [ ] iv. Satisfactory test of the
well water to be obtained and paid for by the (Buyer) (Seller) within
____________
calendar days from this date of the
(acceptance of this contract) (securing mortgage commitment) (strike out one).
[ ] [ ] v. For newly constructed
facilities and all multiple existing commercial facilities, Seller will furnish
prior to closing a Certificate of
Occupancy and/or a Certificate of Compliance, dated within ninety (90) calendar
days of the closing, or written
confirmation from the municipality that it does not issue such certificates for
the property.
[ ] [ ] vi. Satisfactory radon gas test
to be obtained and paid for by the (Buyer) (Seller) within _________ calendar
days from the date of the (acceptance of
this contract) (securing mortgage commitment) (strike out one).
[ ] [ ] vii. Satisfactory inspection of
the gas system servicing the premises by a qualified company to be obtained and
paid for by (Buyer) (Seller) within ___________________calendar days after the
(acceptance of this contract) (securing mortgage commitment) (strike out one).
[ ] [ ] viii. Subject to verification of
income and expense as represented by Seller related to the business within
_______________ calendar days of (acceptance of this contract) (securing
mortgage commitment) (strike out one).
[ ] [
] ix. Other Contingencies:
___________________________________________________________________
__________________________________________________________________________________
__________________________________________________________________________________
In the event the Contingencies are not
satisfied, then either party may cure within a reasonable time.
Upon failure to cure, this contract may
be terminated by either party and the Buyer’s deposit shall be immediately
returned to the Buyer. The party responsible for the required inspections and
tests agrees to promptly apply for and diligently process the same. The
Seller agrees to fully cooperate and
permit access to the property for such inspections and testing. In the event
the tests are not performed within the time periods stated, the tests are
deemed waived.
By signing this Contract, Seller
represents, to the best of Seller’s knowledge, that the property is currently
zoned as____________________ and the existing use is in full compliance with
zoning and building ordinances for use as a ____________________.
5. CLOSING
DATE AND PLACE.
The transfer of title to the property
shall take place on or about the _______ day of ______________,
20_____. The closing shall be held at
the office of the Seller’s Attorney, or at the place designated by the Lender
granting Buyer’s mortgage loan.
6. BUYER’S
POSSESSION OF PROPERTY.
Unless otherwise agreed in writing,
Buyer shall have possession of the property on the day of closing. This means
Seller must be out of the property on the closing date. Buyer agrees to accept
title subject to tenancies listed in Addendum “D”.
7. TITLE
DOCUMENTS.
Seller
shall provide the following documents in connection with the sale:
A.
Deed. Seller will deliver to Buyer at closing
a properly signed and notarized Warranty Deed with lien covenant or other such
form of Deed that is acceptable to Buyer’s Attorney.
B.
Abstract and Tax Searches. Seller will
provide Buyer or Buyer’s Attorney at least 15 calendar days prior to the date
of closing an Abstract of Title together with a local tax certificate for
Village, Town and County and City taxes, if any. Seller will pay for continuing
such searches to and including the day of closing, and provide proof of payment
of any taxes not covered by the tax certificates. The Abstract of Title is to
be prepared in accordance with the standards of the Broome County Bar
Association.
8. MARKETABILITY
OF TITLE.
The deed and other documents delivered
by Seller shall be sufficient to convey good and marketable title in fee
simple, to the property free and clear of all liens and encumbrances. However,
Buyer agrees to accept title to the property subject to restrictive covenants
of record, provided these restrictions have not been violated, or if they have
been violated, that the time for anyone to complain of the violations has
expired, or Seller obtains releases from all who may enforce the violation.
Buyer also agrees to accept title to the property subject to public utility
easements along lot lines and other visible easements and other easements of
record provided they do not interfere with any building now on the property or
with any improvements Buyer may construct in compliance with all present
restrictive covenants of record and zoning and building codes applicable to the
property.
9. OBJECTIONS
TO TITLE.
In the event that the Abstract of Title
fails to show marketable title, Buyer shall elect one of the following:
(a) Accept
the title as presented.
(b) Reject
the title and allow Seller a reasonable time to cure the defect.
(c) Allow
the Seller to provide Buyer with a Fee Title Insurance Policy at Seller’s
expense insuring marketable title.
If Buyer elects not to accept such title
as Seller can convey, and Seller will not or cannot cure the defect, either
party may terminate this contract. In the event this contract is terminated by
either party pursuant to this paragraph, the Buyer shall have the deposit
together with reimbursement, from the Seller, for the survey cost, any
non-refundable fees paid to obtain a commitment for a mortgage loan and the
cost of any environmental study required by the lending institution immediately
returned, and neither Buyer nor Seller shall have any further rights against
the other.
10. RECORDING
COSTS, MORTGAGE TAX, TRANSFER TAX
AND CLOSING
ADJUSTMENTS.
A.
Recording Seller will pay the Real Property
Transfer Tax and special additional mortgage tax, if applicable. Buyer will pay
for recording the deed and the mortgage and for the mortgage tax.
B.
Closing Adjustments. All real estate taxes,
including installments for special assessments (including improvement
assessment), school taxes, fuel in storage, rentals, interest if any, water
rates, sewer charges, insurance and other prepaid or deferred charges affecting
the premises shall be adjusted between the parties as of the date of closing.
11. RESPONSIBILITY
OF PERSONS UNDER THIS CONTRACT:; ASSIGNABILITY.
Any party signing this contract as Buyer
or Seller and any successor to that party’s legal position shall be responsible
for keeping the promises made by them in this contract.
12. ENTIRE
CONTRACT.
This contract when signed by both Buyer
and Seller will be the record of the complete agreement concerning the purchase
and sale of the property. No agreements or promises will be binding on either
the Buyer or Seller unless they are in writing, and signed by Buyer and Seller.
13. ATTORNEY
APPROVAL.
Unless waived below, this offer is
subject to approval by Buyer’s attorney and Seller’s Attorney. Failure of a
party to have an Attorney respond, orally or in writing, within 3 business days
of the Attorney’s receipt of a copy of this contract shall be deemed to be a
waiver by that party of this “Attorney Disapproval” contingency. An Attorney’s
oral or written response will be deemed effective if given by:
(1) The
Seller’s Attorney, to the Buyer or Buyer’s Attorney, or
(2) The
Buyer’s Attorney, to the Seller, Seller’s Attorney, listing agent or subagent.
A written response will be deemed
effective if posted within the said 3 day time period. As used in the Contract,
a business day refers to Monday through Friday, except legal holidays as
defined in Section 24 of the General Construction Law.
Waiver
of Attorney Approval. This offer is not subject to Attorney approval for the
Buyer. [Buyer(s) initial if applicable.]
________________________________________
________________________________________________
Date Buyer
________________________________________
________________________________________________
Witness Buyer
__________________________________________________________________________________
___________
ACCEPTANCE
OF OFFER BY SELLER
Seller certifies that they own the
property and have the power to sell the property. Seller accepts the offer and
agrees to sell on the terms and conditions set forth above and agrees that the
deposit may be held by _______________________________________. Seller agrees
to pay the real estate commission in the amount of Rs. _____________________ or
______________% of the sales price and Seller may apply Buyer’s deposit to
Seller’s obligation for said commission.
Waiver of Attorney Approval. This offer
is not subject to Attorney approval for the Seller. [Sellers initial if
applicable.]
_____________________________________
_________________________________________________
Date Seller
______________________________________
_________________________________________________
Witness Seller
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