PURCHASE AGREEMENT 12139: LLC MEMBERSHIP INTEREST PURCHASE AGREEMENT TO ACQUIRE LARGE APARTMENT COMPLEX FOR ALL CASH $99.95
Purchase Agreement Type
|Purchase and Sale Agreement Where Buyer Purchases the LLC Interests of the LLC Holding Title To The Real Estate In Order To Acquire the Real Estate|
Purchaser Due Diligence
|Seller Has A Thirty Day Inspection Period Following The Execution Of The Agreement|
Seller's Representations And Warranties
|The Agreement Contains An Extensive List of Reps and Warranties for the Seller Dealing With the Property and the LLC|
|Normal Elements of a Real Estate Purchase Agreement Are Included, Such as Those Dealing With Proration of Taxes, Rentals, and Utilities, and Fees Under Service Contracts, Tenant Deposits, Commissions, Etc.|
|Blank Exhibits Are Included for Description of the Real Estate, Schedule of Contracts For The Property, Leases And Real Estate Rent Roll, Schedule of Tangible Personal Property, As Well As Exhibit Forms for Survey And Inspection Materials, Form of Non-Foreign And Residency Affidavits, Seller's Certificate, and Owner's Affidavit,|
Number of Single Spaced Pages
THIS CONTRACT OF PURCHASE AND SALE (this "Contract") is made as of the __ day of __________, 20__, by and between COMMERCIAL PROPERTY OWNER, LLC, a limited liability company, ("Seller"), and COMMERCIAL PROPERTY PURCHASER, a ___________ corporation ("Buyer").
1. Seller is the owner of all of the membership interests in ________________ LLC, a __________ limited liability company (the "Company"), including, without limitation, all of Seller's right, title and interest in and to the capital, profits and losses of the Company and its assets, property, rights, and privileges, both real, personal and mixed, tangible and intangible, of every kind and character whatsoever, including, without limitation, all monies and distributions of property now due or to become due (herein referred to collectively as the "Membership Interests").
2. The assets of the Company include the "Property" (as hereinafter defined) located at _______________, ____________________, consisting of a ____ unit apartment complex and related facilities more commonly known as the _______________ Apartments.
3. Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, on the terms and conditions hereinafter set forth, the Membership Interests of Seller, including, without limitation, Seller's interest, through the Company, in the Property, it being the intent of Seller to transfer unto the Buyer all of Seller's right, title and interest in and to the Company, its capital, profits, losses and distributions and all the Company’s real and personal property and assets of every type and description whatsoever and wherever located.
In consideration of the agreements of Seller and Buyer contained herein, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer, each intending to be legally bound, agree and provide as follows:
1. Purchase and Sale.
Seller agrees to sell and convey to Buyer, and Buyer agrees to purchase from Seller, for the purchase price and on the terms and conditions hereinafter set forth, the Membership Interests, including, without limitation, the Company’s interest in the following property:
(A) The land described in Exhibit "A", which is attached hereto and incorporated herein by reference, together with all right, title and interest, if any, of the Company in and to the land lying within any street or roadway adjoining said land or any vacated or hereafter vacated street or alley adjoining said land (collectively, the "Land");
(B) All structures, improvements, fixtures, and other items that constitute real property located on the Land (the "Improvements");
(C) All easements and rights appurtenant to and/or benefiting all or any portion of the Land, (the "Easements");
(D) All of the tangible personal property owned by the Company and used in connection with the operation, ownership, management or maintenance of the Land or the Improvements, including, without limitation, those items set forth on Exhibit "B" attached hereto and incorporated herein by reference (collectively, the "Tangible Personal Property");
(E) All intangible assets relating to the Land, the Improvements or the Tangible Personal Property, including, without limitation, any warranties or guaranties relating to the foregoing, any trade or business name(s) for the Land, Improvements and/or Tangible Personal Property (including, without limitation, the name "_________"), all telephone exchanges for the Improvements, and all licenses, permits and certificates of occupancy for the Land, Improvements and Tangible Personal Property (collectively, the "Other Assets");
(F) All service and other contracts pertaining to the ownership, use, operation, maintenance or repair of the Land or the Improvements, including without limitation, the contracts listed on Exhibit "C" attached hereto and made a part hereof and which Buyer elects to assume at closing (the "Contracts"); and
(G) All leases and occupancy Contracts for all or any part of the Land and/or Improvements and all amendments thereto, all as described in Exhibit "D" attached hereto and incorporated herein by reference, together with those leases, occupancy Contracts, and amendments thereto which may be entered into after the date hereof as provided herein (each, individually, a "Lease," and all collectively referred to as the "Leases"), and all security deposits, pet deposits and other deposits owned by the Company in connection therewith (collectively, the "Security Deposits").
The Company’s right, title and interest in and to the Land, the Improvements, the Easements, the Tangible Personal Property, the Other Assets, the Contracts, the Leases and the Security Deposits are collectively referred to herein as the "Property".
2. Purchase Price.
Subject to the adjustments hereinafter set forth, the purchase price (the "Purchase Price") to be paid to Seller by Buyer for the Membership Interests shall be ________________ Dollars ($___________) (the "Purchase Price"). Seller and Buyer acknowledge and agree that the Purchase Price was determined by the fair market value of the Property established by an independent appraisal of the Property (the "Appraisal") commissioned by Buyer and conducted by _________ (the "Appraiser"). Seller acknowledges and agrees that the Company shall be solely responsible for the payment of any pre-payment penalty under the existing indebtedness (the "Existing Indebtedness") of ________________ ("Lender") encumbering the Property, and such pre-payment penalty shall be deducted from the Purchase Price and paid to Lender as a disbursement on behalf of Seller at Closing. The Purchase Price shall be payable, by the wire transfer of immediately available U.S. Federal Funds at Closing through the Title Company to an account designated in writing by Seller.
Seller and Buyer covenant and agree that their agreement to sell and purchase the Membership Interests, respectively, together with Seller's and Buyer’s other covenants contained herein, including, without limitation, Seller's covenants in Section 7 herein and Buyer’s out-of-pocket expenses to be paid (i) to Buyer’s attorneys in connection with the negotiation of this Contract and matters related thereto, (ii) to any prospective lender as an application or commitment fee, (iii) to ____________ for the Appraisal, and (iv) to unrelated and unaffiliated third party consultants in connection with the performance of examinations, inspections and/or investigations pursuant to this Contract, constitutes good and valuable consideration and mutuality under this Contract.
Provided all conditions precedent to Seller's and Buyer’s respective obligations under this Contract have been satisfied or waived in writing by the party entitled to the benefit thereof, the consummation of the transaction contemplated hereby (the "Closing") shall take place in escrow through the Title Company (as hereinafter defined) on the date which is thirty (30) days after the expiration of the Inspection Period (as hereinafter defined) (the day of Closing is herein referred to as the "Closing Date"); provided, however, in no event shall the Closing Date extend beyond __________, 20__.
4. Representations and Warranties.
Seller, as an inducement to Buyer to enter into this Contract, represent and warrant to Buyer, and shall reaffirm to Buyer the continuing validity of such representations and warranties at the Closing, as follows (which representations and warranties shall survive the Closing Date for a period of one (1) year):
(A) Seller is a limited liability company, duly organized and validly existing under the laws of the State of __________ and are in good standing under the laws of the State of __________. All actions necessary to confer such power and authority upon the persons executing this Contract have been taken;
(B) Seller has the full right, power and authority to enter into and perform their obligations under this Contract and to convey the Membership Interests to Buyer as provided herein. The execution, delivery and performance of this Contract by Seller does not and will not violate the organizational documents of Seller, including, without limitation, that certain Operating Agreement of ____________ LLC dated __________ (the "Operating Agreement"), or any contract, order, judgment or decree to which Seller is a party or by which they or the Property is bound. The documents to be executed and delivered by Seller at Closing pursuant to this Contract will be, at Closing, duly authorized, executed and delivered by Seller and, at the Closing, will be legal, valid and binding obligations of Seller and will not violate the provisions of any contract, order, judgment or decree to which the Seller is a party or by which it or the Property is bound;
(C) The copy of the Operating Agreement previously provided by Seller to Buyer is a true, correct and complete copy in effect on the date of this Contract;
(D) No suit or proceeding for the dissolution or liquidation of the Company has been instituted or is now threatened;
(E) The Company has no subsidiaries;
(F) The Company has no employees;
(G) The Company has no Employee Benefit Plan. As used herein, "Employee Benefit Plan" means each "employee benefit plan" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974 (as amended, "ERISA"), and each other plan, policy, program, agreement, understanding and arrangement (whether written or oral) providing compensation or other benefits to any current or former director, officer, employee or consultant (or to any dependent or beneficiary thereof) of the Company which is now or has been maintained, sponsored, entered into or contributed to by the Company or under the terms of which the Company has or is reasonably likely to have any obligation or liability, whether actual or contingent, including, without limitation, all employment, consulting, severance, termination, incentive, bonus, deferred compensation, retention, retirement, pension, savings, profit sharing, retention, change in control, vacation, holiday, cafeteria, medical, health, dependent care, disability, life, accident, fringe benefit, welfare and stock-based or stock-linked compensation plans, policies, programs, agreements, understandings or arrangements;
(H) Seller has provided to Buyer all policies or binders of insurance of any kind or nature covering the Company or any of its properties or assets. All such policies are in full force and effect and are sufficient for compliance with all applicable laws and of all contracts to which the Company is a party. To the best of Seller's knowledge, the Company is not in default under any of such policies or binders, and the Company has not failed to give any notice or to present any claim under any such policy or binder in a due and timely fashion. To the best of Seller's knowledge, there are no facts upon which an insurer might be justified in reducing coverage or increasing premiums on existing policies or binders. There are no outstanding unpaid claims under any such policies or binders. Such policies and binders provide sufficient coverage for the risks insured against, are in full force and effect as of the date hereof;
(I) Seller is the owner of all of the membership interests in the Company;
End of Excerpt
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