Feb 21, 2016 | edocr |
Page 1 of 3 PURCHASE AND SALE AGREEMENT (a) BUYER NAME(s): __________________________________________________________________________________ 1 (b) SELLER NAME(s): _________________________________________________________________________________ 2 (c) PROPERTY ADDRESS and/or DESCRIPTION: Buyer agrees to purchase and Seller agrees to sell the real property identified as: 3 ___________________________________________________________________________________________________ 4 _____________________________________________________________, _____________________ County, Tennessee. 5 (d) PURCHASE PRICE: $__________________, _____________________________________________________ Dollars, 6 to be paid in cash or equivalent good funds at closing. 7 (e) EARNEST MONEY: $ _____________ valid check or money order payable to Escrow Agent: _______________________ 8 ___________________________, whose address is: ________________________________________________________, 9 will be promptly delivered to Escrow Agent no later than 5:00 PM, three (3) calendar days after the Acceptance Date. 10 (f) CLOSING, EXPIRATION, & POSSESSION DATE: ___________________________. This is the date that the sale will 11 be closed, or this Agreement will expire on this date at 11:59 PM. If this is not a business day, this date will be extended to the 12 next business day. Any other change in this date must be agreed to in writing by all parties. Possession of the entire property will 13 be given to the Buyer at the time of closing, unless a different time of possession is agreed to in a separate Occupancy Agreement. 14 (g) ITEMS INCLUDED OR EXCLUDED: Included, if present, as part of the property sale: all real estate, buildings, 15 improvements, appurtenances (rights and privileges), and fixtures. Fixtures include all things which are attached to the 16 structure(s) by nails, screws, or other permanent fasteners, including, but not limited to all of the following, if present: 17 attached light fixtures and bulbs, ceiling fans, attached mirrors; heating and cooling equipment and thermostats; plumbing 18 fixtures and equipment; all doors and storm doors; all windows, screens, and storm windows; all window treatments 19 (draperies, curtains, blinds, shades, etc.) and hardware; all wall-to-wall carpet; all built-in kitchen appliances and stove; all 20 bathroom fixtures; gas logs, fireplace doors and attached screens; all security system components and controls; garage door 21 openers and all remote controls; swimming pool and its equipment; awnings; permanently installed outdoor cooking grills; 22 all fencing, landscaping and outdoor lighting; and mail boxes. 23 Other items included in the sale: ________________________________________________________________________ 24 ______________________________________________________________________________________________________________ 25 _____________________________________________________________________________________________________________. 26 Items that are not included in the sale: ___________________________________________________________________. 27 Leased items:_______________________________________________________________________________________. 28 (h) CLOSING COSTS: Unless otherwise stated in Special Stipulations or Addenda, closing costs are to be paid as follows: 29 Seller must pay all Seller’s existing loans, liens and related costs affecting the sale of the property, Seller's settlement fees, 30 real estate commissions, the balance on any leased items that remain with the property, and a title insurance policy with 31 Buyer to receive benefit of simultaneous issue. Any existing rental or lease deposits must be transferred to Buyer at closing. 32 Buyer must pay transfer taxes, deed and deed of trust recording fees, association transfer fees, hazard and any other 33 required insurance, Buyer's settlement fees, and all Buyer’s loan related or lender required expenses. 34 (i) PRORATIONS, TAXES & ASSESSMENTS: The current year’s property taxes, any existing tenant leases or rents, 35 association or maintenance fees, (and if applicable, any remaining fuel), will be prorated as of the date of closing. Taxes for 36 prior years and any special assessments approved before date of closing must be paid by Seller at or before closing. If 37 applicable, roll back taxes or any tax or assessment that cannot be determined by closing date should be addressed in 38 Special Stipulations or Addenda and will survive the closing. 39 (j) HOME PROTECTION PLANS: Home Protection plans available for purchase are waived, unless addressed in Special 40 Stipulations. Buyer and Seller understand that an administrative fee may be paid to the Real Estate Company if plan is purchased. 41 (k) SPECIAL STIPULATIONS: The following special stipulations, if in conflict with any language contained within the 3 pages of 42 this Purchase and Sale Agreement, will control: __________________________________________________________________ 43 ______________________________________________________________________________________________________________ 44 ______________________________________________________________________________________________________________ 45 ______________________________________________________________________________________________________________ 46 ______________________________________________________________________________________________________________ 47 ______________________________________________________________________________________________________________ 48 ______________________________________________________________________________________________________________ 49 ______________________________________________________________________________________________________________. 50 (l) TIME IS OF THE ESSENCE: The failure to meet specified time limits will be grounds for canceling this Agreement. 51 (m) FAIR HOUSING AND EQUAL OPPORTUNITY: This Property is being sold without regard to race, color, sex, 52 religion, disability, marital status, family status, sexual orientation, age, ancestry, or national origin. 53 Page 2 of 3 (n) LOAN AND APPRAISAL CONTINGENCIES: This Agreement is contingent on Buyer obtaining loan(s) of Buyer’s choice. 54 Buyer must deliver to Seller no later than 5:00 PM, ten (10) calendar days after the Acceptance Date a lender's 55 conditional commitment letter proving that: loan application has been made; appraisal has been ordered; loan is not 56 contingent on the sale of any other property (unless otherwise stated in Agreement); Buyer has necessary cash reserves; and 57 providing reasonable assurance of Buyer's ability to obtain loan with rates, terms, payments and conditions acceptable to 58 Buyer. Failure to timely provide commitment letter will be grounds for Seller to cancel this Agreement by delivering written 59 Notice to Buyer, and all Earnest Money must be refunded to Buyer. VA/FHA Loan Addendum must be attached if Buyer seeks 60 VA or FHA loan. If loan contingency is waived, Buyer must deliver proof of adequate funds within time period on Line 55. 61 Appraisal Contingency - this Agreement is also contingent on the appraisal value equaling or exceeding the purchase price. 62 If any repairs are required by the lender, Buyer must deliver to Seller a written list of lender required repairs. Seller must 63 deliver to Buyer, no later than 5:00 PM, three (3) calendar days after receiving the repair list, a written Notice stating whether or 64 not Seller will complete the repairs before closing at Seller’s expense. If Seller does not agree to perform such repairs, or does not 65 reply within the time limit, this Agreement will cancel and all Earnest Money must be refunded to Buyer [see exception in (p)]. 66 If, at anytime, the loan or appraisal contingency is not satisfied, Buyer may cancel this Agreement by delivering to 67 Seller a written Notice of Cancellation, along with supporting documentation, and all Earnest Money must be refunded to Buyer. 68 (o) INSPECTION CONTINGENCY AND DUE DILIGENCE PERIOD: This Agreement is contingent on Buyer's 69 satisfaction with all property inspections and investigations. Buyer may use any inspectors of Buyer's choice, at Buyer's 70 expense. Seller must permit Buyer, and Buyer’s representatives and inspectors, reasonable access for inspections, with all 71 utilities in service at Seller's expense. Buyer assumes all liability for any damage or loss caused by Buyer’s or Buyer 72 representatives’ inspections or investigations of the property. 73 Due Diligence Period: All inspections and investigations must be completed with response to Seller no later than 74 5:00 PM, ten (10) calendar days after the Acceptance Date. During this due diligence period Buyer is strongly advised to: 75 (A) have a professional home inspection conducted by a licensed home inspector (at Buyer’s expense), AND 76 (B) have a wood destroying insect inspection conducted by a licensed pest inspector (at Buyer’s expense), AND 77 (C) investigate all matters itemized in the Advisory to Buyers and Sellers (which is an Addendum to this Agreement), AND 78 (D) perform any additional inspections and investigations desired, and verify any other matters of concern to the Buyer, AND 79 (E) if applicable, obtain a septic system inspection letter (available for a fee at TN Dept of Environment and Conservation). 80 Inspection Contingency Resolution: If Buyer is satisfied with all inspections and investigations, Buyer may deliver to 81 Seller a Notice of Release of inspection contingency. If for any reason Buyer is not satisfied with the results of any 82 inspection or investigation, the Buyer must, within the Due Diligence Period (Lines 74-75), deliver to Seller either: 83 (1) a written Notice of Cancellation, canceling this Agreement, and all Earnest Money must be refunded to Buyer, OR 84 (2) a written Inspection Contingency Removal Proposal. If Seller rejects Buyer’s Proposal (or Counterproposal) by delivering 85 a Notice of Rejection to Buyer, or if any Counterproposal is rejected by either party, or if a time limit for a written response 86 to such is exceeded, this Agreement will cancel and all Earnest Money must be refunded to Buyer [see exception in (p)]. 87 - Any Proposal, Counterproposal, Notice of Rejection, or Notice of Release of inspection contingency must be in writing. 88 - Any Proposal or Counterproposal must contain a time limit for responding (that is, an expiration date & time). 89 If it is discovered during the Due Diligence Period that any permanent structure on the property has an active wood destroying 90 insect infestation, the Seller, upon Buyer’s request, must professionally treat infestation before closing at Seller’s expense. 91 Repair of any damage from wood destroying insects must be negotiated in the Inspection Contingency Removal Proposal. 92 CAUTION TO BUYER: Failure to deliver to the Seller either a written Notice of Release or Notice of Cancellation, or a written 93 Inspection Contingency Removal Proposal within the Due Diligence Period described on Lines 74-75 will be considered to 94 be an acceptance of the property “as is,” and the Inspection Contingency will be satisfied and no longer a part of this Agreement. 95 (p) BUYER’S RIGHT TO REINSTATE: If Seller refuses to complete the lender required repairs (Lines 63-66), or cancels this 96 Agreement by rejecting an Inspection Contingency Removal Proposal (Lines 85-89), Buyer has the right to reinstate the 97 Agreement by delivering to Seller a Notice stating that the Buyer will accept the property in its present "as is" condition. Buyer’s 98 Notice must be delivered to Seller no later than 5:00 PM, three (3) calendar days after the delivery of Seller's Notice of 99 rejection, or if Seller has failed to respond, no later than 5:00 PM, three (3) calendar days after the Seller’s deadline to reply. 100 (q) FINAL INSPECTION & RISK OF LOSS: Buyer has the right and responsibility to perform a final inspection before 101 closing to determine that the property is in the same condition, other than ordinary wear, as when the Agreement was 102 accepted (with Seller having responsibility to correct), and to see that any repairs agreed to be performed by Seller have 103 been completed. Buyer may use inspectors. All utilities must be in service at Seller's expense. The closing of the sale 104 confirms Buyer’s acceptance of property condition. Seller is responsible for any loss or damage to the property before closing. 105 (r) DISBURSEMENT OF EARNEST MONEY, AND ADEQUATE CONSIDERATION: The Earnest Money will be 106 applied towards the purchase price at closing. If any contingencies or conditions of this Agreement are not met and the 107 Agreement is cancelled, all Earnest Money must be refunded to Buyer. If Seller fails to perform any obligation under this 108 Agreement, all Earnest Money must be refunded to Buyer. If required, the Escrow Agent may file an interpleader action in 109 a court of law, and recover expenses and reasonable attorney’s fees, and will have no further liability as Escrow Agent. All 110 parties acknowledge that the consideration given, including the promises exchanged, the time limitations imposed, and the 111 notifications required, is sufficient and adequate in exchange for the Buyer's right to legally, properly, and in good faith 112 cancel, reinstate or extend this Agreement in accordance with the other terms of this Agreement. 113 Page 3 of 3 (s) TITLE, DEED, & SELLER REPRESENTATIONS: Seller will convey to Buyer good and marketable title to the property 114 by a valid general warranty deed. Seller, at Seller’s expense, agrees to furnish Buyer at closing a title insurance policy. Title 115 policy will be issued by company acceptable to Buyer and Buyer’s lender. Buyer will receive benefit of simultaneous issue. 116 Seller represents to the best of Seller’s knowledge, unless otherwise disclosed, that: property is not in a Special Flood 117 Hazard Area or floodplain; there are no violations of building, zoning or fire codes; there are no encroachments or 118 violations of setback lines, easements or property boundary lines; and there are no boundary line disputes. If at anytime the 119 title examination, mortgage loan inspection, survey, or other information discloses any such defects, or if the Buyer 120 discovers that any representation in this Agreement is in fact untrue, Buyer may, by delivering written Notice to Seller, 121 either (1) accept the Property with the defects, OR (2) cancel this Agreement and all Earnest Money must be refunded to 122 Buyer, OR (3) Buyer may extend the closing date by up to 3 calendar days to perform additional due diligence, retaining 123 the right to exercise option (1) or (2) above. 124 (t) DEFAULT OR BREACH: If either party fails to perform any obligation under this Agreement, the other party may do 125 any or all of the following: (1) cancel the Agreement (2) sue for specific performance, (3) sue for actual and compensatory 126 damages. Legal counsel is strongly recommended in such circumstances. 127 (u) REAL ESTATE COMMISSIONS: Seller authorizes closing company to debit Seller and pay commissions as follows at closing: 128 Real Estate Firm Name: _____________________________________________will receive______% of the purchase price. 129 Licensee’s Name and Contact Information: ________________________________________________________________. 130 Other Real Estate Firm Name (if any): _________________________________will receive______% of the purchase price. 131 Other Licensee’s Name (if any) and Contact Information: ____________________________________________________. 132 (v) ADDENDA, ATTACHMENTS, EXHIBITS, DISCLAIMERS, AND DISCLOSURES (included if marked below): 133 Confirmation of Agency Status (required with all Purchase and Sale Agreements) 134 Advisory to Buyers and Sellers, or TAR Disclaimer Notice (required with all Purchase and Sale Agreements) 135 Lead-Based Paint Disclosure (required for housing constructed before 1978) 136 Personal Interest Disclosure & Consent (required if a Licensee has a personal interest, may be included in Confirmation of Agency) 137 Occupancy Agreement (required if possession is other than the time of closing) 138 VA/FHA Loan Addendum (required if sale involves VA or FHA loan) 139 Impact Fees or Adequate Facilities Taxes Disclosure (required if sale is residential new construction) 140 Subsurface Sewage Disposal System Permit Disclosure (required for newly constructed residential property with septic system) 141 Addendum (extra page for additional Special Stipulations, if needed) 142 Other: ___________________________________________________________________ 143 And one of the following three is required with all residential Purchase and Sale Agreements: 144 Tennessee Residential Property Condition Disclosure, OR 145 Tennessee Residential Property Condition Exemption Notification, OR 146 Tennessee Residential Property Condition Disclaimer Statement 147 (w) METHOD OF EXECUTION AND DELIVERY: Signatures and initials transmitted by fax, photocopy, or digital signature 148 methods will be acceptable and treated as originals. This Agreement constitutes the sole and entire agreement between the 149 parties. No verbal agreements, representations, promises, or modifications of this Agreement will be binding unless agreed 150 to in writing by all parties. Delivery will be considered to have been completed as of the date and time a document is either 151 (1) delivered in person, OR (2) transmitted by fax, OR (3) transmitted by email. Delivery of documents to the real estate Licensee 152 assisting a party as that party's agent or facilitator (or to that Licensee’s Broker) will be considered to be Delivery to that party. 153 (x) ACCEPTANCE DATE AND BINDING CONTRACT: The Acceptance Date will be the date of full execution (signing) of this 154 Agreement by all parties, that is, the date one party accepts all the terms of the other party’s written and signed Offer or Counteroffer, 155 evidenced by the accepting party’s signature and date on the Offer or Counteroffer. The Acceptance must be promptly 156 communicated (by any reasonable and usual mode) to the other party, thereby making this Agreement a legally Binding Contract. 157 Communications to the real estate Licensee assisting a party as that party's agent or facilitator (or to that Licensee’s Broker) will 158 be considered to be communication to that party. True executed copies of the Contract must be promptly delivered to all parties. 159 (y) OFFER EXPIRATION DATE & TIME: _______________________________________________. If not Accepted by 160 this date & time (or if blank, by the date and time on Lines 11-13), this Offer will expire. However, at any time before the 161 other party’s communication of Acceptance, the party making the Offer may withdraw the Offer by communicating the 162 withdrawal to the other party, and confirm the withdrawal by the prompt delivery of a written Notice of Withdrawal. 163 Buyer makes this Offer. 164 X_________________________________________________ X__________________________________________________ 165 Buyer Signature Date & Time Buyer Signature Date & Time This Offer is: Accepted Rejected Countered on this form Countered on a separate Counteroffer form 166 X_________________________________________________ X__________________________________________________ 167 Seller Signature Date & Time Seller Signature Date & Time
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