Dear
Please review the Offer Letter below which outlines the terms for the sale/purchase of the . The purpose of this letter is to confirm the interest of and/or assigns to an entity to be formed (“Purchaser”) as an assignee thereof to purchase the above referenced ;
The facilities located at the above address with all improvements. The legal description of the Real Estate shall be defined by current surveys to be furnished by the Seller and certified to Purchaser, its lender and title insurance company. The Purchase Price, as defined below, will include all fixtures, equipment, personal property, inventory, mineral rights and supplies located on, or used in connection with the operation and maintenance of the Real Estate and owned or leased by Seller and the rights of the Seller under any leases (Leases) and contracts or other agreements (Contracts) affecting the Real Estate or Personal Property.
The purchase price for the Property shall be as follows: Dollars, ($) (the "Purchase Price") to be paid at Closing. Cash at closing is subject to credits, pro-rations, and/or adjustments of rents, utilities, real estate taxes, and assessments as of the closing date. All other closing costs shall be divided in a manner that is customary in the market for projects of similar type and size.
Seller will provide the following information and copies for Purchaser's review and approval during the Due Diligence Period. Such information and documentation is necessary to perform certain due diligence with respect to evaluation of the Property and to negotiate a Contract of Sale. All documents furnished pursuant to the Offer Letter shall be copies of the material in the possession of Seller. This information and documentation will include, but not be limited to:
The title commitment which Seller has available at this time, and after the Purchase Agreement is executed, an informational title commitment showing the status of title to and all interests in the Property and encumbrances and restrictions affecting the Property;
A certified survey for the Property showing the boundaries and location of all existing improvements on the Property as well as all easements, flood plains and wetlands, if any;
Copies of any building and use restrictions of declarations of easements, covenants and restrictions applicable to any portion of the Property;
Copies of books and records, income and expense budgets and other financial statements related to ownership and operation of the Property; including 3 years of tax returns
Copies of all security agreements, leases, lease abstracts, service contracts or operating agreements which relate to the use, occupancy, operation or management of the Property;
"As Built" plans locating all utilities, roads, building, structures, parking areas and other improvements located on the Property and any existing topographical or engineering drawings of the Property;
Copies of all existing licenses, permits or other federal, state or local authorizations issued or required to be issued in connection with existing improvements or operations conducted at the Property;
Copies of any and all public or private utility easements, access agreements, special assessment arrangements, tap-in or connection fee agreements or procedures relating to the Property;
Any soil or boring reports, environmental studies, hydrological studies engineering studies, percolation tests or data, septic permits, traffic studies, grading or erosion permits or other permits issued by the State Department of Natural Resources or other governmental authority in connection with the development of the Property;
Copies of current tax bills, mortgage note as well as any other documents pertaining to the existing financing.
Financial Statements of the Tenants if in possession
Copies of all real estate leases encumbering the property.
Detailed accounting and description of any major repairs or
Capital improvements over $20,000 per item made to the building in the last two (2) years
*Information requested by the Buyer in the Due Diligence period will be provided by Seller only if available.*
All documentation above shall be provided to Purchaser upon acceptance and execution of this Offer Letter.
Thirty (30) Day Due Diligence Period from receipt of all due diligence documents, and receipt of a fully executed PSA. Purchaser shall have access to the Property at reasonable times scheduled with Seller to make physical inspection of all buildings, tenant spaces, fixtures, personal property, operating systems, and other improvements.
Closing shall occur approximately Sixty (60) days thereafter.
Upon acceptance of this Offer Letter, the Seller shall prepare and Seller and Purchaser shall negotiate in good faith, an Agreement of Purchase and Sale ("Contract of Sale") to be mutually agreed upon and executed in no more than five (5) days of execution of this Offer Letter. All information disclosed to Purchaser in the course of negotiations shall be confidential. The Contract of Sale shall delineate in further detail the terms, conditions, limitations, contingencies, representations and warranties, indemnifications, required conditions of title, pro-rations and mechanics of closing the purchase of the Property.
In the event Purchaser or its agents in the course of its Due Diligence Period inspections cause damage to persons or property on the Properties or damage to the Property, Purchaser shall indemnify and hold Seller harmless as to all claims for such damage to the Property and be financially responsible for the repair hereof.
Seller shall make such representations and warranties as relate to the Property and its business operation as Seller and Purchaser may agree upon in the Contract of Sale.
Seller shall deliver the property free of all environmental concerns
The Purchaser may assign its rights hereunder to an entity to be formed.
Purchaser and Seller agree to hold the terms hereof and all information supplied in connection herewith confidential.
The Purchaser may agree to the understanding presented by the Offer Letter at any time within five (5) days of the date hereof by delivering a duly executed copy to the undersigned at the above address. After such date and time, this Offer Letter shall terminate.
Upon the execution of a Contract of Sale, the Purchaser shall submit a refundable, good faith deposit in the amount of $ payable to Escrow Agent, Meister Abstract Corp., 11 North Airmont Road Suite 12, Suffern, NY 10901 (845-362-3900 or escrow@meisterabstract.com). At the end of the Due Diligence Period, the Purchaser shall submit and an additional $ deposit, for a cumulative deposit of $.
This Offer Letter is intended to be an outline of the proposed transaction and is subject to Seller and Purchaser entering into a mutually satisfactory Contract of Sale as described in Section 5 hereof. This Proposal in no way implies a reservation by the Seller or the Buyer. Further, this Proposal may be modified or withdrawn at any time prior to full Contract execution.
