Purchase


PURCHASE AGREEMENT

 

     This Agreement entered into this the       day of         ,

20      by and among                              (hereinafter

“Sellers”),                       (hereinafter “Buyer”).

     WHEREAS, Sellers own and operate a mobile home park in the

                      ,                        ; and

     WHEREAS, Sellers own a mobile home which is located in said park as well as certain facilities used in and associated with said park operations; and

     WHEREAS, Buyer desires to acquire substantially all of the assets used or useful, or intended to be used in the operation of Sellers business and Sellers desires to sell such assets to Buyer;

     NOW, THEREFORE, in consideration of mutual covenants contained herein and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

 

 

SECTION 1. ASSETS PURCHASED

 

     1.1 ASSETS PURCHASED.  Sellers agrees to sell to Buyer and Buyer agrees to purchase from Sellers, on the terms and conditions set forth in this Agreement the following assets (“Assets”):

     1.1.1     The real estate described as follows:

                   SEE ATTACHED LEGAL DESCRIPTION

                             EXHIBIT A

     1.1.2     One 20      Mobile Home located on lot       described as follows:  Serial Number -

     1.1.3     Leases held by Sellers as “Landlord” on lots in said park, a copy of which are attached hereto as Exhibit B together with all sums held by Sellers as security deposits and advance rental.

     1.1.4     All taxes and rents will be prorated as of the closing date.

     1.2  NO ASSUMPTION OF LIABILITIES.     Buyer shall not be liable for or responsible to Sellers for any of Seller’s liability to tenants other than for security deposits and advance rental.

 

 

SECTION 2.    PURCHASE PRICE FOR ASSETS

 

     The purchase price for the assets shall be $50,000.00, allocated as follows:

1.   Mobile home             $              

2.   Real estate             $              

                        TOTAL     $50,000.00

 

 

SECTION 3.    PAYMENT OF PURCHASE PRICE

     The price for the Assets shall be paid as follows:

     3.1 At closing, Buyer shall cause to be delivered to Sellers the sum of $50,000.00 and Sellers shall deliver to Buyer an Assignment of Leases; a Bill of Sale on the mobile home and a Warranty Deed on the real estate.  Sellers shall also provide Buyer with a Certificate of Title by a licensed attorney upon whose certificate, title insurance can be obtained; said certificate to show no liens or encumbrances and to show good title in Sellers.

 

SECTION 4.    SELLER’S REPRESENTATIONS AND WARRANTIES

     Sellers each represent warrant to Buyer as follows:

     4.1  Except as described in the Agreement, Sellers holds good and marketable title to the assets, free and clear of restrictions on or conditions to transfer or assignment, and free and clear of liens, pledges, charges or encumbrances, other than liens that will be paid at closing.

     4.2  FACILITIES.  All water and sewer facilities located in the park are in good and proper working condition.  All heating, air conditioning, appliances, plumbing and electrical facilities which are located in or a part of the mobile home are in good and proper working condition.

     4.3  BROKERS AND FINDERS.    Neither Sellers nor Buyer has employed any broker or finder in connection with the transaction contemplated by this Agreement or taken action that would give rise to valid claims against any party for a brokerage commission, finder’s fee or other like payment.

     4.4  LITIGATION.   Sellers have no knowledge of any claim,

litigation, proceeding, or investigation pending or threatened against Sellers that might result in any material adverse change in the business or condition of the assets being conveyed under this Agreement.

     4.5  ACCURACY OF REPRESENTATIONS AND WARRANTIES.

          None of the representations or warranties of Sellers contain or will contain any untrue statements of a material fact or omit or will omit or misstate a material fact necessary in order to make statements in this Agreement not misleading.  Sellers know of no fact that has resulted, or that in the reasonable judgment of Sellers will result in material change in the business, operations, or assets of Sellers that has not been set forth in this Agreement or otherwise disclosed to Buyer.

     5.1  SELLER’S OPERATION OF BUSINESS PRIOR TO CLOSING.

Sellers agree that between the date of this Agreement and the date of closing, Sellers will:

     5.1.1     Use their best efforts to preserve the continued operation of the park.

     5.1.2     Not assign, sell, lease or otherwise transfer or dispose of any of the assets, except to Buyer.

     5.1.3     Maintain all of its assets in their present conditions, reasonable wear and tear and ordinary usage accepted.

     5.2  ACCESS TO PREMISES AND INFORMATION.   At reasonable times prior to the closing date, Sellers will provide Buyer and its representatives with reasonable access to the Assets, titles, contracts and records of Sellers and furnish such additional information concerning Sellers’ business as Buyer may from time to time reasonably request.

     5.4  CONDITIONS AND BEST EFFORTS. Sellers will use their best efforts to effectuate the transactions contemplated by this Agreement and to fulfill all the conditions of the obligations of Sellers under this Agreement, and will do all acts and things as may be required to carry out their respective obligations under this Agreement and to consummate and complete this agreement.

 

 

SECTION 6.    CONDITIONS PRECEDENT TO BUYER’S OBLIGATIONS

 

     The obligation of Buyer to purchase the Assets is subject to the fulfillment, prior to or at the closing date, of each of the following conditions, any one or portion of which may be waived in writing by Buyer:

     6.1  LICENSES AND PERMITS.   Buyer shall have obtained all licenses and permits from public authorities necessary to authorize the ownership and operation of the business of Sellers.

     6.2  CONDITIONS OF THE BUSINESS.  There shall have been no material adverse change in the manner in of operation of Seller’s business prior to the closing date.

     6.3  NO SUITS OR ACTIONS.    At the closing date, no suit, action or other proceeding shall have been threatened or instituted to restrain, enjoin or otherwise prevent the consummation of this Agreement or the contemplated transactions.

 

 

SECTION 7.    INDEMNIFICATION AND SURVIVAL

 

     7.1  SURVIVAL OF REPRESENTATIONS AND WARRANTIES.  All representations and warranties made in this Agreement shall survive the closing of the purchase provided for in this Agreement, except that any party to whom a representation or warranty has been made in this Agreement shall be deemed to have waived any misrepresentation or breach of representation or warranty which such party had knowledge prior to closing.  Any party learning of a misrepresentation or breach of representation or warranty under this Agreement shall immediately give notice thereof to all other parties to this Agreement. 

     7.2 SELLERS INDEMNIFICATION.

     7.2.1 Sellers each hereby agree to indemnify and hold Buyer, his successors and assigns harmless from and against:

     (1) Any and all claims, liabilities and obligations of every kind and description, contingent or otherwise, arising out of or related to the operation of Seller’s business prior to the close of business on the day before the closing date, except for claims, liabilities and obligations of Sellers expressly assumed by Buyer under this agreement.

     (2)  Any and all damage or deficiency resulting from any material misrepresentation or breach of warranty or covenant, or nonfulfillment of any agreement on the part of Sellers under this agreement.

     7.3 BUYERS INDEMNIFICATION.  Buyer agrees to defend, indemnify and hold harmless Sellers from and against:

     7.3.1  Any all claims, liabilities and obligations of every kind and description arising out of or related to the operation of the business following closing or arising out of buyers good faith efforts to perform obligations of Sellers assumed by buyer pursuant to this agreement.

 

SECTION 8.    CLOSING

     8.1 TIME AND PLACE.  This agreement shall be closed at the offices of                                   on the       day of      , 20     , or such other time as the parties may agree in writing.

 

 

SECTION 9.    TERMINATION OF AGREEMENT    

     9.1  BY MUTUAL CONSENT. This Agreement may be terminated by mutual written consent of Buyer and Sellers.

     9.2  BREACH OF REPRESENTATIONS AND WARRANTIES; FAILURE OF CONDITIONS.  Buyer may elect by notice to Sellers, and Sellers may elect by notice to Buyer, to terminate this Agreement if;

     9.2.1     The terminating party shall have discovered a material error, misstatement, or omission in the representations and warranties made in this Agreement by the other party which shall not have been cured by such other party within fifteen (15) days after written notice to such other party specifying in detail such asserted error, misstatement, or omission, or by the closing date, whichever first occurs.

     9.2.2     All of the conditions precedent of the terminating party’s obligations under this Agreement have not occurred and have not been waived by the terminating party on or prior to the closing date.

     9.2.3     Any notice or other communication required or permitted to be given under this Agreement shall be in writing and shall be mailed by certified mail, return receipt requested, postage prepaid, addressed to the parties as follows:

     Sellers:                       

                                   

                                   

 

     Buyer:                         

                                   

                                   

 

     All notices and other communications shall be deemed to be given at the expiration of three (3) days after the date of mailing.  The addresses to which notices or other communications shall be mailed may be changed from time to time by giving written notice to the other parties as provided above.

     9.2.4     In the event of a default under this Agreement, the defaulting party shall reimburse the nondefaulting party or parties for all costs and expenses reasonably incurred by the nondefaulting party or parties in connection with the default, including without limitation attorney fees.  Additionally, in the event a suit or action is filed to enforce this Agreement or with respect to this Agreement, the prevailing party or parties shall be reimbursed by the other party for all costs and expenses incurred in connection with the suit or action, including without limitation reasonable attorney fees at the trial level and on appeal.

     9.2.5     No waiver of any provision of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver.  No waiver shall be binding unless executed in writing by the party making the waiver.

     9.2.6     This Agreement shall be governed by and shall be construed in accordance with the laws of the State of

                      .

     9.2.7     This Agreement constitutes the entire agreement between the parties pertaining to its subject matter and it supersedes all prior contemporaneous agreements, representations, and understandings of the parties.  No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by all parties.

     Witness the signatures of the parties this the       day of

                  , 20      .

SELLERS:                          BUYER:

 

________________________              _________________________

                  

 

________________________

                  

 

    

 

STATE OF                      

COUNTY OF                     

 

     PERSONALLY appeared before me, the undersigned authority in and for the county and state aforesaid, the within named

                      , who acknowledged to me that they signed and delivered the above and foregoing instrument on the date and year therein mentioned.

     GIVEN under my hand and official seal, this the       day of

                   , 20     .

                                  __________________________

                                  NOTARY PUBLIC

MY COMMISSION EXPIRES:

                    

 

 

 

STATE OF                      

COUNTY OF                     

 

     PERSONALLY appeared before me, the undersigned authority in and for the county and state aforesaid, the within named

                      who acknowledged to me that he signed and delivered the above and foregoing instrument on the date and year therein mentioned.

     GIVEN under my hand and official seal, this the       day of

                   , 20     .

                                  __________________________

                                  NOTARY PUBLIC

 

MY COMMISSION EXPIRES:

                    

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