California Purchase and Sale Agreement Form

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CALIFORNIA PURCHASE AND SALE AGREEMENT

 

 

by and among

 

____________________________

(the “Seller”)

and

(the “Buyer”)
TABLE OF CONTENTS
Page
Purchase and Sale

 

1

Opening and Closing of Escrow

 

1

3.         Purchase Price;

Deposit. ……………………………………………………………………………………..    !

Title and Title Insurance

 

2

Due Diligence; Right Of Entry

 

2

Deposit of Documents and Funds in Escrow

 

4

Authorization to Record Documents and Disburse Funds

 

4

Charges

 

4

Condemnation; Destruction

 

5

I 0.       Default.

5

II.        As Is; Release 5

Notices6

Broker’s Commissions

 

7

Standard Instructions

 

7

Time is of the Essence

 

7

Successors and Assigns

 

7

Entire Agreement

 

7

Severability

 

8

Amendments

 

8

Attorneys’ Fees

 

8

No Third Party Beneficiary Rights

 

8

Goveming Law

 

8

Counterparts

 

8

Assignment of Agreement

 

8

Compliance with Redevelopment Plan

 

8

 

Exhibit A         Legal Description of the Grantor Parcel Exhibit B   Form of Grant Deed

 

Exhibit C         Certain Definitions

Exhibit D        List of Environmental Documents

 

PURCHASE AND SALE AGREEMENT  AND ESCROW INSTRUCTIONS

 

 

This   PURCHASE    AND   SALE   AGREEMENT   AND   ESCROW    INSTRUCTIONS

(this

“Agreement”) is dated as of     , _______ (“the Effective Date”) and is entered  into by and between                              “Buyer”)  and     the  _______________________, (“Seller”).

 

RECITALS

 

 

Seller is the owner of and agrees to sell to Buyer __________________,California, more particularly described on Exhibit A attached hereto and made a part hereof, commonly known as ___________________ (APN ______________) together with all improvements thereon (collectively, the  “Property”).

 

Buyer desires to purchase Property from Seller.

 

By this Agreement, Seller is agreeing to sell Property to Buyer, upon and subject to the terms and conditions set forth herein.

 

NOW, THEREFORE, in consideration of the terms and conditions of this Agreement and for other valuable consideration, the receipt of which is hereby acknowledged, Buyer and Seller agree as follows:

 

Purchase and Sale. Subject to and in accordance with the terms and conditions hereinafter set forth, on the Close of Escrow (as herein defined), Seller agrees to sell Property to Buyer, and Buyer agrees to purchase the Property from Seller.

 

Opening and Closing of Escrow. Within five (5) business days after the Effective Date, the parties shall open an escrow (“Escrow”) with ___________ ( “Escrow  Holder” and “Title Company”), ____________________, California ________, Attn: __________, Escrow Officer; Phone: (___) ___-____ Email: _ _ _ _ _ _ _ _ and shall deliver a copy of this fully executed Agreement to Escrow. “Close of Escrow” shall be the date that a grant deed  for  Property  in  favor  of   Buyer,  is   recorded   in  the   Official  Records  of   the

____________________. Close of Escrow  shall  occur  on  or before  the date that  is ten

(10) days after the expiration of  the Due Diligence Period as  defined in Section 5  below (“Outside  Closing Date”).

 

Purchase Price; Deposit.

 

 

 

 

 

Price”).


The  purchase  price  for  Property  to  be  paid  by  Buyer  IS   the  sum  of

($                         (” P u rc h a s e

 

 

Seller   acknowledges   having   received     the   sum   of

 

($   -_j from Buyer (the “Deposit”).  On the Close of Escrow, the Deposit shall be applied toward the Purchase  Price.   In the event this Agreement  is terminated  by

Buyer under Section 5 below or as a result of a default by Seller, then the Deposit shall be

 

refunded to Buyer.

 

IF BUYER FAILS TO COMPLETE THE PURCHASE OF THE PROPERTY AS HEREIN PROVIDED BY REASON OF DEFAULT OF BUYER, IT IS AGREED THAT THE DEPOSIT THEN HELD BY ESCROW HOLDER SHALL BE NON-REFUNDABLE AND SELLER SHALL BE ENTITLED TO SUCH DEPOSIT, WHICH AMOUNT SHALL BE ACCEPTED BY SELLER AS LIQUIDATED DAMAGES AND NOT AS A PENALTY AND AS SELLER’S SOLE AND EXCLUSIVE REMEDY. IT IS AGREED THAT SAID AMOUNT CONSTITUTES A REASONABLE ESTIMATE OF THE DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTION 1671 ET  SEQ. BUYER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL OR IMPOSSIBLE TO PRESENTLY PREDICT WHAT MONETARY DAMAGES SELLER WOULD SUFFER UPON BUYER’S FAILURE TO COMPLETE ITS PURCHASE OF THE PROPERTY. BUYER DESIRES TO LIMIT THE MONETARY DAMAGES FOR WHICH IT MIGHT BE LIABLE HEREUNDER AND BUYER AND SELLER DESIRE TO AVOID THE COSTS AND DELAYS THEY WOULD INCUR IF A LAWSUIT WERE COMMENCED TO RECOVER DAMAGES OR OTHERWISE ENFORCE SELLER’S RIGHTS. IF FURTHER INSTRUCTIONS ARE REQUIRED BY ESCROW HOLDER TO EFFECTUATE THE TERMS OF THIS SECTION, BUYER AND SELLER AGREE TO EXECUTE THE SAME. THE PARTIES ACK! OWLEDGE  THIS PROVISION BY PLACING THEIR INITIALS  BELOW:

 

 

 

 

SELLER’S INITIALS                                     BUYER’S INITIALS

 

Title and Title Insurance.

 

Buyer’s fee title to Property shall be insured at the Close of Escrow by an CLTA Standard Coverage Owner’s Policy of Title Insurance in the amount of  the Purchase Price, issued by Title Company or, at the option of Buyer, an ALTA policy if Buyer performs an ALTA survey at Buyer’s cost during the Due Diligence Period and requires an ALTA Extended Coverage Owner’s Policy of Title Insurance (the “Title Policy”). The subject to the exceptions in the title report  dated  ______________  issued by  Title Company under Order  No. _________ (the “Permitted Title  Exceptions”).

 

Seller shall not encumber or agree to sell Property to any  other  party during the period from EtTective Date to Close of Escrow or the date of the termination of this Agreement.

 

Due Diligence; Right Of Entry.

 

Buyer hereby acknowledges  receipt  of  the  document  described  on Exhibit “D”. Seller hereby grants Buyer and its agents, employees, contractors and subcontractors designated in writing  by  Buyer  to  Seller (collectively  “Representatives”) the right to enter on the Property until the date that is ninety (90)  days  after  the  Ef. Tective Date (the “Due Diligence Period”) for the purpose of inspecting the physical condition of the Property, including soils and geological matters and toxic or hazardous substances and other contamination  subject

to scheduling and coordination with the Seller. All such investigations shall be at Buyer’s expense. All work performed by Buyer and its Representatives will be performed diligently  and  in  a  manner  consistent  with  the  standards  of   care,  diligence  and  skill