05 03 PURCHASE AND SALE AGREEMENT

• Jurisdiction: Arkansas
• Library: Arkansas Form Book - Complete (2023 Ed.)

05-03 PURCHASE AND SALE AGREEMENT

PURCHASE AND SALE AGREEMENT

This Purchase and Sale Agreement (this "Agreement") is entered into as of the Execution Date, by and among [Seller name] ("Seller"), and [Buyer name] and/or its assigns ("Purchaser").

WHEREAS, Seller desires to sell to Purchaser and Purchaser desires to purchase from Seller certain real property in accordance with the terms and conditions hereinafter provided.

NOW, THEREFORE, for good and valuable consideration received, and intending to be legally bound hereby, Seller and Purchaser do hereby covenant and agree as follows:

1. Definitions. As used herein, the following capitalized terms shall possess the following meanings:

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a. "Additional Earnest Money Deposit" means a nonrefundable closing extension fee of $[amount].

b. "Closing" means that business date nine months from and after the date of this Purchase Agreement, if not otherwise extended.

c. "Earnest Money Deposit" means $[amount].

d. "Escrow Agent" means [name of title insurance company] Title Insurance Company.

e. "Execution Date" means [execution date].

f. "Inspection Period" means that [number of days in inspection period]-day period of time beginning on the day that Seller delivers to Purchaser all of Seller's Diligence Materials, which may be extended for an additional [number of extension days]-day period of time by Purchaser upon the delivery of written notice of such to Seller.

g. "Property" means that real property bearing a street address of [address] that is more fully described on Exhibit A attached hereto, along with all improvements, appurtenances, rights and easements of every nature related thereto.

h. "Purchase Price" means the sum of $[purchase price] payable in cash or other readily available funds.

i. "Real Estate Broker" means [name of real estate broker].

j. "Real Estate Commission" means a sum in the amount of 2% of the Purchase Price that is payable to the Real Estate Broker at Closing.

k. "Seller's Diligence Materials" means those items that are more fully described on Exhibit B attached hereto.

l. "Survey" means that survey prepared by a licensed surveyor or engineer that describes the Property and all improvements thereon and that otherwise meets ALTA Minimum Standards.

m. "Title Insurance Delivery Period" means that period of time beginning as of the date of this Agreement and expiring [number of days for title insurance delivery] days thereafter during which Seller shall provide to Purchaser a proposed title insurance commitment related to the Property.

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2. Purchase of Property. Seller agrees to sell and convey the Property to Purchaser, and Purchaser agrees to buy the Property from Seller.

3. Purchase Price. Purchaser agrees to pay the Purchase Price to Seller at the Closing.

4. Earnest Money Deposit. Contemporaneously with the execution of this Agreement, Purchaser shall deliver the Earnest Money Deposit to the Escrow Agent for distribution as follows:

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a. Should this transaction proceed to closing, then the Earnest Money Deposit shall be credited against the Purchase Price;

b. Should this transaction be terminated by Purchaser during the Inspection Period, then the Earnest Money Deposit shall be immediately returned to Purchaser and all other obligations by and between the parties hereto shall cease and be terminated in full;

c. Should this transaction not be terminated by Purchaser during the Inspection Period, and should Purchaser not otherwise close this transaction, then the Earnest Money Deposit shall be paid to Seller as liquidated damages in which event all obligations by and between the parties hereto shall cease and be terminated in full.

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5. Access to Property During Inspection Period. Seller agrees to allow Purchaser and its agents the right to enter upon the Property as of the Execution Date and throughout the Inspection Period and perform any and all tests, surveys or inspections that Purchaser may deem appropriate in its sole discretion. In the event that Purchaser, in its sole discretion, determines that the condition of the Property is, for any reason whatsoever or for no reason at all, unsatisfactory for Purchaser's contemplated use or development of the Property, Purchaser shall have until the last day of the Inspection Period to notify Seller in writing that Purchaser has elected to terminate this Agreement in which event all of the parties' obligations hereunder shall terminate and, thereafter, the parties shall no longer owe any financial or other obligations to one another other than the obligation of the Escrow Agent to return the Earnest Money Deposit to the Purchaser.

6. Title Insurance Commitment. On or before the expiration of the Title Insurance Delivery Period, Seller shall furnish to Purchaser at Seller's sole cost and expense a commitment for title insurance (along with legible copies of all exception documents referenced therein and any and all surveys related thereto) issued by that title insurance company chosen by Purchaser in the full amount of the Purchase Price. During the Inspection Period, Purchaser shall have the right to inspect the foregoing and provide Seller with any objections thereto.

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If Seller agrees to cure such objections, failure of Seller to so cure such objections by the date of Closing shall be a default hereunder and Purchaser shall be excused from any further financial or other performance hereunder and shall have the right to receive payment of the Earnest Money Deposit.

If Seller does not expressly agree to cure any or all such objections within such five business day period (or fails to respond in a timely manner), then Seller shall be deemed to have elected not to cure same and at the option of Purchaser, Purchaser may:

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a. terminate this Agreement, in which event the Earnest Money Deposit shall be refunded to Purchaser, and all rights and obligations of the parties under this Agreement shall expire, and this Agreement shall become null and void; or

b. waive such satisfaction and performance by Seller and elect to close.

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7. No Further Encumbrances. Seller covenants and agrees that from the date hereof until the date of Closing, it shall not encumber or adversely affect title to the Property and will continue operating the Property in the same manner as so operated as of the date of this Agreement.

8. Survey. Purchaser may elect to have a Survey prepared, at Purchaser's expense. Purchaser shall have until the end of the Inspection Period in which to have the Survey prepared and to give Seller written notice of any objections (other than Permitted Exceptions) revealed thereby subject to the notice and cure provisions provided above.

9. Good and Merchantable Title. Seller covenants to convey to Purchaser at Closing good and marketable...