Wholesale Contract
Wholesale Contract
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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.
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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.
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.
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).
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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.
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):
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The agreement on the following pages is
to be used for BC transactions when
double closing or selling an investment
property.
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_________________________________________________($________________).
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.
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.
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.
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.
12. ASSIGNMENT: Buyer CANNOT assign this Agreement without the express written consent of
Seller.
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.
This is a legally binding contract. If not understood, seek the advice of an Attorney.
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.
________________________________ ______________________________
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)
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
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.
(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.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed under proper
authority:
Witnesses: "Purchaser"
___________________________ __________________________
___________________________
__________________________