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Wholesale Contract

Wholesale contract study
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0% found this document useful (0 votes)
380 views16 pages

Wholesale Contract

Wholesale contract study
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as PDF, TXT or read online on Scribd

The agreement on the following pages is to be

used for AB transactions

(between the private owner as the seller and


the investor/wholesaler as the buyer)

1
PURCHASE AND SALE AGREEMENT

This PURCHASE AND SALE AGREEMENT (the “Agreement”) is entered into by and between
_________________________________ (“Buyer”), with an address of _________________________
_________________________________________and ________________________________(“Seller”)
with an address of _____________________________________________________________________ .

1. OPENING. The “Opening” will occur upon the date this Agreement is mutually executed and
acknowledged by Title, Escrow or Closing Agent/Attorney (“Escrow Agent”).
2. PROPERTY. Seller hereby agrees to sell and Buyer hereby agrees to buy the real property in its “as-
is” condition with all improvements, fixtures and appurtenances thereon or incidental thereto described
below as_____________________________________________________ (the "Property").
3. PURCHASE PRICE. The purchase price to be paid at “Close of Escrow” (COE) defined below by
Buyer for the Property is___________________________________________($_____________).
The Purchase Price shall be paid to Seller as follows:
An “Earnest Money Deposit” (EMD) of $ _________________.
The balance of $ _____________________ to be paid at COE.
4. EARNEST MONEY DEPOSIT (EMD). EMD to be held in an insured escrow account and held by
Escrow Agent of the Buyer’s choice and if escrow closes, the earnest money deposit in escrow shall be
credited against the Purchase Price. If this Agreement is cancelled by Buyer pursuant to the terms of this
Agreement, Buyer becomes entitled to a return of the EMD and Escrow Agent shall immediately refund
to Buyer all EMD then in escrow.
5. FINANCING: Funds to purchase property shall be:
______ CASH. “Cash” is defined as capital from Buyer’s personal funds and/or Buyer’s
investors, partners and/or other unconventional lending sources. This Agreement is NOT contingent on
Buyer securing funds to close.
______Subject to Buyer taking over Seller’s existing loan of $___________________________.
______Seller Financing with the following terms: _____________________________________.
_____Traditional Financing contingent on Buyer obtaining the following terms:_____________
______________________________________________________________________________.
6. INSPECTION PERIOD. Buyer's obligations to close this transaction are subject to the satisfaction of
Buyer's investigations and inspections of the Property. Buyer shall have:

_______ calendar days from the date of this agreement (the “Inspection Period"), during which time
Buyer will have the absolute right to cancel this Agreement for any reason whatsoever at Buyer's sole and
absolute discretion. Upon such cancellation, Buyer shall be entitled to a return of all EMD held in escrow.
Unless Buyer gives written notice of cancellation before the expiration of the Inspection Period, then
Buyer will be deemed to have elected not to cancel this Agreement.

BUYER INITIAL(S) _____ _____ SELLER INITIAL(S) _____ ____

2
7. ACCESS TO PROPERTY. Between date of Opening herein and COE, Seller grants Buyer and/or
Buyer's employees, inspectors, partners, investors, contractors and/or agent(s) access to Property as
follows:
_______ VACANT. If the Property is vacant as of the Opening, Buyer reserves the right to install a
lockbox on the Property, which will contain a key to the Property. Seller acknowledges and agrees that
the lockbox will permit access to the Property. Seller acknowledges and agrees that there is a risk in
having a lockbox on the Property, and that it is possible an unauthorized person may go into the Property.
Buyer is not insuring Seller against theft, loss or vandalism resulting from any unauthorized access.
_______ OCCUPIED. If the Property is occupied by seller, tenant or otherwise as of the Opening, Seller
shall permit Buyer access with 24-hour notice.
8. TENANT OCCUPIED. If Property is currently in use as a rental property, Tenant shall:
_____Vacate Property on or before COE.
_____Continue occupying property according to applicable and current lease agreement. Seller shall
deliver the following to Buyer within five days after Opening: (a) current leases of the Property; (b) a
certified rent roll (which Seller shall update at least five days before COE); (c) evidence of security
deposits on hand, if any.
9. ESCROW AGENT. Seller and Buyer hereby employ _____________________________, Phone
__________________ (the “Escrow Agent”); to act as escrow agent for this transaction. This Agreement
constitutes the escrow instructions to Escrow Agent. If required by real estate governance in state of
_____, Escrow Agent, is hereby authorized and instructed to prepare and execute on behalf of Buyer and
Seller an Affidavit of Property Value, using the Purchase Price for the established value of the Property.

10. CLOSE OF ESCROW. The closing date shall occur on or about _______________________, (the
“COE”). COE shall occur when exclusive physical possession is given to Buyer and the deed is recorded
at the appropriate county recorder’s office. Buyer and Seller shall comply with all terms and conditions of
this Agreement, execute and deliver to Escrow Agent all closing documents and perform all other acts
necessary for COE to occur. Buyer shall have the right to approve the property’s title status before COE.
Title to the Property shall be conveyed to Buyer at COE by a General Warranty Deed or equivalent
warranty deed used in the local jurisdiction with standard owner’s title insurance policy. Buyer shall take
title as determined by Buyer before COE.
11. ESCROW AND CLOSING FEES. Closing Fees due at COE with the exception of delinquent
property taxes, mortgage liens, mechanics liens, IRS liens, judgements and/or any liens, to be paid as
follows:
____ Buyer and Seller shall each pay their respective Escrow and Closing Fees according to the usual and
customary practice in state of ______ .
____ Buyer and Seller agree to split evenly all Escrow and Closing Fees.
____ Buyer shall pay all Escrow and Closing Fees.
____ Seller shall pay all Escrow and Closing Fees.

BUYER INITIAL(S) _____ _____ SELLER INITIAL(S) _____ _____


3
12. PRORATIONS. Real property taxes payable by Seller will be prorated to COE based upon the latest
tax information available. The amount of any assessment, other than homeowner’s association
assessments, that is a lien as of COE shall be paid in full by Seller.
13. PROPERTY TURNOVER. Seller will provide Buyer with the keys to the Property on day of COE.
14. DEBRIS/PERSONAL BELONGINGS. At COE, Seller shall deliver the Property to Buyer:
____ WITH debris and/or personal belongings that are currently present in the property and Buyer
assumes all responsibility for trash-out, removal and clean-up of said debris/belongings.
____WITHOUT debris and/or personal belongings. All debris and/or personal belongs to be removed
from the interior/exterior of the Property. In the event the Property is not left in a neat and clean
condition, Buyer will have clean-up completed at Seller’s expense which costs, at Buyer’s option, may be
deducted from the Purchase Price. Seller’s obligation to pay Buyer shall survive the cancellation of this
Agreement or COE. Any items remaining in the Property as of COE will be considered trash and removed
by the Buyer.
15. APPLIANCES. At COE, all working appliances currently present in the property shall:
___ NOT be included in the sale, herein.
___INCLUDED in the sale, herein with the exception of _________________________________.
16. ADDITIONAL PERSONAL PROPERTY. The following personal property to be included in the
sale herein: if any: _____________________________________________________________.
17. MARKETING. If permissible by real estate governance in the state of _____, Seller authorizes Buyer
to advertise the Property for sale or rent (as a principal to this contract, not the Seller's broker, agent or
representative), and place signs on or advertise online the Property.
18. SELLER'S DELIVERIES. Seller shall deliver the following to Buyer within five days after
Opening: (a) a written five-year insurance claims history regarding the Property (or a claims history for
the length of time Seller has owned the Property if less than five years) from Seller's Insurance company;
(b) any other disclosures to be made by Seller pursuant to applicable law;

19. EQUITY RELEASE. Seller acknowledges that the purchase price may be less than market value and
voluntarily agreed to sell Property to Buyer for convenience, to save time and/or money, lack of funds to
renovate, and/or any other personal reasons and herein releases and waives any/all claims against existing
or future equity arising from Property. Buyer has not made Seller any representations or promises as to
the value of property in its “as is" current condition.

20. PROFIT DISCLOSURE. Seller acknowledges that Buyer is an investor and is purchasing the
Property with the intent to make a profit by either renting, fixing and flipping, re-selling and/or assigning
the Agreement (wholesaling).
21. ASSIGNMENT DISCLOSURE. Seller acknowledges that Buyer may Assign his/her interest in the
purchase of Property to a third-party “End-Buyer,” who shall be any party selected at any time by Buyer
prior to COE and affirmed with a separate written Assignment of Agreement executed by Buyer and End-
Buyer. In the event of an Assignment of Agreement, Seller acknowledges that Buyer will collect a fee
from End-Buyer that is separate from the purchase price in the Agreement.

BUYER INITIAL(S) _____ _____ SELLER INITIAL(S) _____ ____


4
22. REMEDIES. If Seller fails to comply with any provision of this Agreement, Buyer shall deliver a
notice to Seller specifying the non-compliance and if the non-compliance is not cured within three days
after delivery of Buyer's notice to Seller, such failure shall be a breach of Agreement, entitling Buyer to
pursue any and all remedies available to Buyer under this Agreement or at law or in equity, including,
without limitation, an action for specific performance. In the event Buyer is forced to institute legal action
to enforce this Agreement, Seller will be held responsible for and hereby agrees to pay all legal fees and
costs of said action. Seller shall pay all attorneys' fees and costs incurred by Buyer as they come due and
Seller irrevocably assigns all unpaid Purchase Price funds held in escrow to the benefit of Buyer and for
the immediate payment of Buyer's attorneys' fees and costs. Seller hereby instructs the escrow company to
pay out of such unpaid Purchase Price funds for any/all of Buyer’s attorney's fees and costs as they are
incurred.
23. STATEMENT REGARDING LEAD BASED PAINT: The parties acknowledge that dwelling units
constructed prior to 1978 are likely to contain lead-based paint which could create a health hazard. In the
event that the real property which is the subject of this Agreement consists of or contains a residential unit
built prior to 1978, the parties agree that each party has received, reviewed, signed and annexed hereto a
completed Disclosure and acknowledgment Form regarding Lead-Based Paint as required by federal
HUD/EPA disclosure regulations.
24. REPRESENTATIONS BY SELLER. Seller represents and warrants to Buyer as follows:
A). This Agreement and each of the documents and agreements to be delivered by Seller at COE
constitute legal, valid and binding obligations of Seller, enforceable against Seller in accordance with
their respective terms.
B). Neither the execution of this Agreement nor the performance by Seller of its obligations under this
Agreement will result in any breach or violation of (1) to Seller's actual knowledge, the terms of any law,
rule, ordinance, or regulation; or (2) any decree, judgment or order to which Seller is a party now in effect
from any court or governmental body; and (3) there are no consents, waivers, authorizations or approvals
from any third party necessary to be obtained by Seller In order to carry out the transactions contemplated
by this Agreement.
C). The execution and delivery of this Agreement and performance by Seller of its obligations under this
Agreement will not result in the creation of any new, or the acceleration of any existing, lien, charge, or
encumbrance upon the Property.
D). Seller has no actual knowledge and has received no notice that the Property is not in compliance with
all applicable laws governing the use and operation thereof, nor, to Seller's actual knowledge, does there
exist any facts or circumstances on the Property which with notice or the passage of time would constitute
such a violation.
E). As of Opening, Seller has not entered into any other Agreement or contract to sell the Property.
F). Seller has disclosed to Buyer all material latent defects and any information concerning the Premises
known to Seller.
Each of the representations and warranties of Seller contained in this Section constitutes a material part of
the consideration to Buyer and Buyer is relying on the correctness and completeness of these
representations and warranties in entering into this transaction. Each of the representations and warranties
is true and accurate as of the date of execution of this Agreement by Seller, will be true and accurate as of
COE and will survive COE.

BUYER INITIAL(S) _____ _____ SELLER INITIAL(S) _____ _____


5
25. OTHER AGREEMENTS. Seller shall not enter into any Agreement to purchase the Property with
any other party. To protect the Buyer’s equitable interest in the Property, Seller acknowledges that Buyer
may elect to execute and record an Affidavit and Memorandum of this Agreement in the Official Records
of the County for the purpose of providing notice of the rights of Buyer to purchase the Property. Should
seller participate in another agreement which will interfere with COE, Seller will be responsible for any
and all costs and losses to Buyer.

26. INDEMNITY AND RELEASE OF CLAIMS. Seller will indemnify Buyer in connection with
defending any claim or action against Seller or Buyer. Seller shall defend, indemnify, save and hold
Buyer harmless for and against any and all Claims: (a) directly or indirectly relating in any way to the
Property and accruing prior to COE; and (b) arising as a result of the breach by Seller of any of Seller's
obligation under this Agreement or under any other agreement or document delivered by Seller in
accordance with this Agreement, or as a result of the inaccuracy of any representation or warranty made
by Seller in this Agreement or in any other agreement or document delivered by Seller pursuant to this
Agreement or in connection with the transactions contemplated by this Agreement. “Claims” means any
and all obligations, debts, covenants, conditions, representations, costs, and liabilities and any and all
demands, causes of action, and claims, of every type, kind, nature or character, direct or indirect, known
or unknown, absolute or contingent, determined or speculative, at law, in equity or otherwise,
including attorneys' fees and litigation and court costs.
27. AGENCY DISCLOSURE. Seller acknowledges that Buyer:

____ DOES NOT hold and active real estate license with the state of _____.

____DOES hold an active real estate license with the state of ______.

Seller acknowledges that seller has NOT been represented by Buyer or by any representative of Buyer
with respect to the Purchase and Sale of the Property. Seller agrees and understands that the Buyer that
the Buyer’s Representatives are NOT acting as Seller’s Broker or Agent in the transaction and have been
acting solely for Buyer’s own benefit as a principal to this Agreement. Seller agrees to hold Buyer free
from any/all liability regarding the property and transaction arising from any claim of agency.

28. MISCELLANEOUS.

A. Time. Time is of the essence of this Agreement. The time for performance of any obligation or taking
any action under this Agreement shall be deemed to expire at 5:00 p.m. _______(state) time on the last
day of the applicable time period provided for in this Agreement. If the time for the performance of any
obligation or taking any action under this Agreement expires on a Saturday, Sunday or legal holiday, the
time for performance or taking such action shall be extended to the next succeeding day which is not a
Saturday, Sunday or legal holiday.
B. Notices. All notices and requests must be in writing. They may be delivered either (a) personally; (b)
by certified mail; (c) by fax; or (d) electronically. Notices or requests will be deemed received: 0) when
accepted or rejected, if delivered personally, (ii) two days after being mailed, if mailed by certified mail;
(c) when a fax confirmation is received, if faxed; or (d) when the receiving party has responded by email
confirming receipt (email auto responses do not count).

BUYER INITIAL(S) _____ _____ SELLER INITIAL(S) _____ _____

6
C. Necessary Documents and Acts. Seller and Buyer each agree to sign such other documents and
perform such acts as may be reasonably necessary or appropriate to consummate this transaction in
accordance with the terms of this Agreement.

D. Entire Agreement. This Agreement constitutes the entire agreement between the parties pertaining to
the subject matter contained in this Agreement. All prior and contemporaneous agreements,
representations and understandings of the parties, oral or written, are superseded by and merged in this
Agreement. No supplement, modification or amendment of this Agreement shall be binding unless in
writing and executed by Buyer, Seller and Escrow Agent.

E. IRS and FIRPTA Reporting. Seller agrees to comply with IRS reporting requirements. If applicable,
Seller agrees to complete, sign and deliver to Escrow Agent a certificate indicating whether Seller is a
foreign person or a non-resident alien pursuant to the Foreign Investment In Real Property Tax Act.
F. Construing the Agreement. Each of the parties to this Agreement acknowledges that such party has
had the benefit of independent counsel with regard to this Agreement and that this Agreement has been
prepared as a result of the joint efforts of all parties and their respective counsel. Accordingly, all parties
agree that the provisions of this Agreement shall not be construed or interpreted for or against any party to
this Agreement based upon authorship or any other factor but shall be construed and interpreted according
to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of all
parties to this Agreement.
G. Partial Invalidity. If any portion of this Agreement is determined to be unenforceable, such portion of
this Agreement shall be stricken from and construed for all purposes not to constitute a part of this
Agreement, and the remaining portion of this Agreement shall remain in full force and effect and shall,
for all purposes, constitute the entire Agreement.
H. Counterparts. This Agreement may be signed electronically and in counterparts, each together
making it a binding agreement.

I. Survival. The following obligations of the parties will survive COE or cancellation of this Agreement,
whether contained in this Agreement or in any agreement. instrument, or other document given by a party
in connection with the transactions contemplated by this Agreement: (a) any and all obligations of the
parties that are to be performed following COE; (b) all Indemnity obligations of the parties; (c) any and
all warranties or representations of the parties; and (d) any other obligation with respect to which it is
expressly provided that it will survive COE or cancellation of this Agreement.
J. Waivers. No waiver or any provisions of this Agreement shall constitute a waiver of any other
provision, whether or not similar, nor shall any waiver be a continuing waiver. Except as expressly
provided in this Agreement, no waiver shall be binding unless executed in writing by the party making the
waiver.
K. Attorneys’ Fees. If either party should prevail in any litigation, arbitration or other legal proceeding
instituted by or against the other related to this Agreement, the prevailing party shall receive from the
non-prevailing party all costs and reasonable attorneys’ fees incurred in such proceeding, including costs
on appeal.

BUYER INITIAL(S) _____ _____ SELLER INITIAL(S) _____ ___


7
L. Cooperation. Seller shall cooperate fully with Buyer in obtaining any necessary governmental
approvals to the transfer of any item of property being sold to Buyer pursuant to this Agreement.

M. Binding Effect. The provisions of this Agreement are binding upon and shall inure to the benefit of
the parties and their respective heirs, personal representatives, successors and assigns.

N. Right to Counsel. Seller represents and agrees that Seller fully understands Seller's right to discuss all
aspects of this Agreement with an attorney, that Seller has carefully read and fully understands all of the
provisions of this Agreement that Seller freely and voluntarily entered into this Agreement and that Seller
has read this document in its entirety and fully understands the meaning. intent and consequences of this
Agreement. This representation will survive this Agreement's termination.

O. Governing Law/Jurisdiction. This Agreement shall be governed by and construed and enforced
under the laws of the state of ____ whose courts shall have jurisdiction over any legal proceedings or
actions arising out of this Agreement. ___________ County, in the state of ____ shall be the place of
venue of any such proceeding or action.
P. Acceptance. This agreement shall remain in full force and effect until ______o'clock local time on
____________(date). If at this time the Seller has not executed and delivered a fully executed original
agreement, the contract will become of no force and effect.

29. ANY OTHER TERMS AND CONDITIONS (If None Write None):

SELLER(S): ________________________________ ___________________________________


Signature Date Signature Date

_____________________ (Print Name) ________________________ (Print Name)

BUYER(S): ________________________________ ___________________________________


Signature Date Signature Date

_____________________ (Print Name) ________________________ (Print Name)

BUYER INITIAL(S) _____ _____ SELLER INITIAL(S) _____ ____

8
The agreement on the following pages is
to be used for BC transactions when
double closing or selling an investment
property.

(between investor/wholesaler as the seller


and a cash buyer as the buyer)
PURCHASE AND SALE AGREEMENT

This PURCHASE AND SALE AGREEMENT (the “Agreement”) is entered into by and between
_________________________________ (“Buyer”), with an address of ____________________
______________________________________and ____________________________(“Seller”) with an
address of ______________________________________________________________. .
1. PROPERTY: Seller hereby agrees to sell and Buyer hereby agrees to buy the real property in its “as-
is” condition with all improvements, fixtures and appurtenances thereon or incidental thereto described
below as________________________________________________________
_____________________________________(the "Property").

2. PURCHASE PRICE: The purchase price to be paid at “Close of Escrow” (COE) for the Property
is_________________________________________________($________________).

The Purchase Price shall be paid to Seller as follows:

An “Earnest Money Deposit” (EMD) of $ _________________.

The balance of $ _____________________ to be paid at COE.

3. EARNEST MONEY DEPOSIT (EMD): EMD is non-refundable and is to be held in an insured


escrow account and held by Escrow Agent of the Sellers’s choice and if escrow closes, the EMD shall be
credited against the Purchase Price. If this Agreement is cancelled by Buyer for any reason and Buyer
does not close and fund by Close of Escrow (COE), pursuant to the terms of this Agreement, this
Agreement is automatically terminated and this Agreement serves as notice to Escrow Agent to release to
Seller all EMD.

4. FUNDING: There is no financing contingency. Funds to purchase property shall be “Cash.” Cash is
defined as funds from Buyer’s personal funds and/or Buyer’s investors, partners and/or other
unconventional lending sources (Hard Money).

5. PROOF OF FUNDS: At time of acceptance, Buyer to provide hard proof of funds in the form of a
bank statement and or approval letter from hard money lender.

6. ESCROW AGENT: Seller and Buyer hereby employ _____________________________,


________________________________Phone __________________ (the “Escrow Agent”); to act as
escrow agent for this transaction. This Agreement constitutes the escrow instructions to Escrow Agent. If
required by real estate governance in state of _____, Escrow Agent, is hereby authorized and instructed to
prepare and execute on behalf of Buyer and Seller an Affidavit of Property Value, using the Purchase
Price for the established value of the Property.

7. CLOSE OF ESCROW (COE): The closing date shall occur on ______________________, (the
“COE”). Time is of the essence with respect to all dates specified in the Agreement and any addenda,
riders, or amendments thereto. All deadlines are intended to be strict and absolute. If the closing does not
occur by COE, the Agreement is automatically terminated and the Seller shall retain any earnest money
deposit as liquidated damages.

BUYER INITIAL(S) _____ _____ SELLER INITIAL(S) _____ ____


EXTENTION OF COE: In the event Buyer requests an extension of the Closing Date or of the deadline
for the fulfillment of any contingency, and the Seller agrees to the extension, the Buyer agrees to pay to
the Seller a per diem penalty of the greater of $200.00 or 1/10 of 1% of the purchase price per calendar
day towards Seller’s carrying costs, through and including the Closing Date specified in the written
extension agreement. The per diem amount must be deposited with the Seller at the time any request for
extension is made.

8. ESCROW AND CLOSING FEES: Closing Fees due at COE with the exception of delinquent
property taxes, mortgage liens, mechanics liens, IRS liens, judgements and/or any liens, to be paid as
follows:

____ Buyer and Seller shall each pay their respective Escrow and Closing Fees according to the usual and
customary practice in state of ______ .

____ Buyer and Seller agree to split evenly all Escrow and Closing Fees.

____ Buyer shall pay all Escrow and Closing Fees.

____ Seller shall pay all Escrow and Closing Fees.

12. PRORATIONS: Taxes, rent and rent securities shall be prorated at the time of closing and paid by
the seller.

DELIVERY: COE shall occur when exclusive physical possession is given to Buyer and the deed is
recorded at the appropriate county recorder’s office. Buyer and Seller shall comply with all terms and
conditions of this Agreement, execute and deliver to Escrow Agent all closing documents and perform all
other acts necessary for COE to occur. Buyer shall have the right to approve the property’s title status
before COE. Title to the Property shall be conveyed to Buyer at COE by a General Warranty Deed or
equivalent warranty deed used in the local jurisdiction with standard owner’s title insurance policy. Buyer
expressly waives the remedy of specific performance in the event seller is unable to convey title.
9. USE: Buyer warrants that they are purchasing the property for use as an investment and not as a
personal residence.

10. MARKETING: Buyer cannot advertise or promote the Property for sale prior to close. Seller
reserves the right to continue to offer Property for sale until this offer has been formally accepted in
writing and all contingencies removed in writing.

11. POSSESSION: Buyer to receive possession of property at COE.

12. ASSIGNMENT: Buyer CANNOT assign this Agreement without the express written consent of
Seller.

HOLD HARMLESS: Inspection examinations, certifications, appraisals, research, closings, repair


estimates, repairs, or other services may be performed by vendors or contractors selected or recommended
by Seller are a convenience to the parties. Buyer agrees to hold harmless the Sellers as to the performance
or nonperformance and costs of such vendors or contractors and is using such vendor or information
obtained by such vendors at their own risk.

BUYER INITIAL(S) _____ _____ SELLER INITIAL(S) _____ ____


OTHER AGREEMENTS: Buyer waives right to record a lis-pendens against the property or to record
the agreement/affidavit or memorandum thereof in the real property records. Buyer waives right to invoke
any other equitable remedy that may be available that, if invoked, would prevent the Seller from
conveying the property to a third-party buyer.

BINDING EFFECT: The provisions of this Agreement are binding upon and shall inure to the benefit of
the parties and their respective heirs, personal representatives, successors and assigns.

29. ANY OTHER TERMS AND CONDITIONS:

This is a legally binding contract. If not understood, seek the advice of an Attorney.

SELLER(S): ________________________________ ___________________________________


Signature Date Signature Date

_____________________ (Print Name) ________________________ (Print Name)

BUYER(S): ________________________________ ___________________________________


Signature Date Signature Date

_____________________ (Print Name) ________________________ (Print Name)

BUYER INITIAL(S) _____ _____ SELLER INITIAL(S) _____ ____


ASSIGNMENT OF PURCHASE AND SALE AGREEMENT

This agreement (“ASSIGNMENT”) made on the _____ day of _____________________,


20___ by ________________________________ “ASSIGNEE”) in consideration for
_______________________________(“ASSIGNOR”) agreeing to assign all their rights and
interest to the Purchase and Sale Agreement (“AGREEMENT”) dated __________________ for
the Property located at ______________________________________(“PROPERTY”), with a
legal description of
___________________________________________________________________________.

ASIGNEE agrees to pay a total of _______________________________________ dollars


($_________________.00) which is to include ASSIGNOR’s Assignment Fee (“FEE”). Close of
Escrow (COE) to be on or before the original AGREEMENT settlement date of
_____________________.

Further, ASSIGNEE agrees to pay a NONREFUNDABLE deposit (“DEPOSIT) within 24 hours


of the execution of this ASSIGNMENT in the amount of ________________________________
dollars ($____________.00), to be held at _________________________________________
(“ESCROW AGENT”), which is refundable ONLY if title is not clear and conveyable if escrow
closes and shall be a credit towards the FEE.

If ASSIGNEE does NOT close by 5:00pm on COE, ASSIGNEE forfeits DEPOSIT and
ESCROW AGENT is hereby instructed to release DEPOSIT to ASSIGNOR within 24 hours of
forfeiture and ASSIGNOR shall have the right in their sole discretion to terminate this
ASSIGNMENT and enter into a new ASSIGNMENT with another third party, and/or take legal
action against ASSIGNEE for any/all damages that may result.

ASSIGNEE acknowledges and agrees to all terms, clauses and conditions of the AGREEMENT
and is liable for any/all of ASSIGNOR’S obligations and liabilities in the AGREEMENT.
Further, ASSIGNEE hereby agrees to indemnify and hold ASSIGNOR harmless from any claim,
fee, expense, costs, demand, obligation or liability related to the AGREEMENT or this
ASSIGNMENT and that ASSIGNEE is accepting this ASSIGNMENT and purchasing the
PROPERTY “as-is”, “where-is” and “with all faults”, as of the date of this ASSIGNMENT.

Date of this ASSIGNMENT:_________________________

________________________________ ______________________________
ASSIGNOR ASSIGNEE
OPTION AGREEMENT FOR PURCHASE OF REAL
PROPERTY
THIS OPTION AGREEMENT ("Agreement") made and entered into this ____ day of _________, 200_, by
and between _________________, whose principal address is _____________________, hereinafter referred to
as "Seller" and ___________________, whose principal address is _________________, hereinafter referred
to as "Purchaser":

W I T N E S S E T H:

WHEREAS, Seller is the fee simple owner of certain real property being, lying and situated in the County of
_________, State of _____________, such real property having the street address of
__________________________ ("Premises") and such property being more particularly described as follows:

(legal description)

Also known as ______________________________________________________________

WHEREAS, Purchaser desires to procure an option to purchase the Premises upon the terms and provisions
as hereinafter set forth;

NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of which is hereby
acknowledged by the parties hereto and for the mutual covenants contained herein, Seller and Purchaser
hereby agree as follows:

1. DEFINITIONS. For the purposes of this Agreement, the following terms shall have the following
meanings:

(a) "Execution Date" shall mean the day upon which the last party to this Agreement shall duly execute this
Agreement;

(b) "Option Fee" shall mean the total sum of a down payment of _____ percent (___%) of the total purchase
price of the Premises plus all closing costs, payable as set forth below;

(c) "Option Term" shall mean that period of time commencing on the Execution Date and ending on or
before ____________, 20____;

(d) "Option Exercise Date" shall mean that date, within the Option Term, upon which the Purchaser shall
send its written notice to Seller exercising its Option to Purchase;

(e) "Closing Date" shall mean the last day of the closing term or such other date during the closing term
selected by Purchaser.

2. GRANT OF OPTION. For and in consideration of the Option Fee payable to Seller as set forth herein,
Seller does hereby grant to Purchaser the exclusive right and Option ("Option") to purchase the premises
upon the terms and conditions as set forth herein.

3. PAYMENT OF OPTION FEE. Purchaser agrees to pay the Seller a down payment of ____ percent
(____%) of the total purchase price of the Premises plus all closing costs upon the Execution Date.

4. EXERCISE OF OPTION. Purchaser may exercise its exclusive right to purchase the Premises pursuant to
the Option, at any time during the Option Term, by giving written notice thereof to Seller. As provided for

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above, the date of sending of said notice shall be the Option Exercise Date. In the event the Purchaser does
not exercise its exclusive right to purchase the Premises granted by the Option during the Option Term,
Seller shall be entitled to retain the Option Fee, and this agreement shall become absolutely null and void and
neither party hereto shall have any other liability, obligation or duty herein under or pursuant to this
Agreement.

5. CONTRACT FOR PURCHASE & SALE OF REAL PROPERTY. In the event that the Purchaser
exercises its exclusive Option as provided for in the preceding paragraph, Seller agrees to sell and Purchaser
agrees to buy the Premises and both parties agree to execute a contract for such purchase and sale of the
Premises in accordance with the following terms and conditions:

(a) Purchase Price. The purchase price for the Premises shall be the sum of _____________ ($__________);
however, Purchaser shall receive a credit toward such purchase price in the amount of the Option Fee thus,
Purchaser shall pay to Seller at closing the sum of ____________ ($___________);

(b) Closing Date. The closing date shall be on _______________, 20____ or at any other date during the
Option Term as may be selected by Purchaser;

(c) Closing Costs. Purchaser's and Seller's costs of closing the Contract shall be borne by Purchase and shall
be prepaid as a portion of the Option Fee;

(d) Default by Purchaser; Remedies of Seller. In the event Purchaser, after exercise of the Option, fails to
proceed with the closing of the purchase of the Premises pursuant to the terms and provisions as contained
herein and/or under the Contract, Seller shall be entitled to retain the Option Fee as liquidated damages and
shall have no further recourse against Purchaser;

(e) Default by Seller; Remedies of Purchaser. In the event Seller fails to close the sale of the Premises
pursuant to the terms and provisions of this Agreement and/or under the Contract, Purchaser shall be
entitled to either sue for specific performance of the real estate purchase and sale contract or terminate such
Contract and sue for money damages.

6. MISCELLANEOUS.

(a) Execution by Both Parties. This Agreement shall not become effective and binding until fully executed by
both Purchaser and Seller.

(b) Notice. All notices, demands and/or consents provided for in this Agreement shall be in writing and shall
be delivered to the parties hereto by hand or by United States Mail with postage pre-paid. Such notices shall
be deemed to have been served on the date mailed, postage pre-paid. All such notices and communications
shall be addressed to the Seller at ______________________ and to Purchaser at ___________________ or at
such other address as either may specify to the other in writing.

(c) Fee Governing Law. This Agreement shall be governed by and construed in accordance with the laws of
the State of _____________.

(d) Successors and Assigns. This Agreement shall apply to, inure to the benefit of and be binding upon and
enforceable against the parties hereto and their respective heirs, successors, and or assigns, to the extent as if
specified at length throughout this Agreement.

(e) Time. Time is of the essence of this Agreement.

(f) Headings. The headings inserted at the beginning of each paragraph and/or subparagraph are for
convenience of reference only and shall not limit or otherwise affect or be used in the construction of any
terms or provisions hereof.
(g) Cost of this Agreement. Any cost and/or fees incurred by the Purchaser or Seller in executing this
Agreement shall be borne by the respective party incurring such cost and/or fee.

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(h) Entire Agreement. This Agreement contains all of the terms, promises, covenants, conditions and
representations made or entered into by or between Seller and Purchaser and supersedes all prior discussions
and agreements whether written or oral between Seller and Purchaser with respect to the Option and all
other matters contained herein and constitutes the sole and entire agreement between Seller and Purchaser
with respect thereto. This Agreement may not be modified or amended unless such amendment is set forth in
writing and executed by both Seller and Purchaser with the formalities hereof.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed under proper
authority:

As to Purchaser this _____ day of _____________, 20_____.

Witnesses: "Purchaser"
___________________________ __________________________

___________________________

As to Seller this ____ day of ______________, 20____.

Witnesses: "Seller" __________________________ __________________________

__________________________

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