Nursing Home Sales Agreement
Nursing Home Sales Agreement
This Nursing Home Sales Agreement (hereinafter referred to as the "Agreement") is made and entered into on this day of [DATE], by and between [YOUR COMPANY NAME], a [insert legal form of the entity, e.g., corporation, LLC, etc.] organized and existing under the laws of [State/Country of Incorporation], with its principal place of business located at [Seller Address] (hereinafter referred to as the "Seller"), and [BUYER NAME], a [insert legal form of the entity] organized and existing under the laws of [State/Country of Incorporation], with its principal place of business located at [Buyer Address] (hereinafter referred to as the "Buyer").
ARTICLE 1: DEFINITIONS
1.1 "Property" refers to the nursing home located at [Your Company Address], including all related buildings, fixtures, and fittings, as more particularly described in Annex A attached hereto.
1.2 "Closing Date" means the date on which the sale of the Property is completed, which shall be no later than [Specify Date].
1.3 "Purchase Price" means the total amount payable by the Buyer to the Seller for the purchase of the Property, as agreed upon in Article 3.
1.4 Other terms used herein shall have their standard real estate transaction meanings unless otherwise defined.
ARTICLE 2: SALE OF PROPERTY
2.1 The Seller hereby agrees to sell, and the Buyer agrees to buy, the Property described in Annex A, under the terms and conditions set forth in this Agreement.
ARTICLE 3: PURCHASE PRICE AND PAYMENT
3.1 The total Purchase Price for the Property shall be [Specify Amount in Words and Figures].
3.2 The Buyer shall pay the Purchase Price as follows:
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An initial deposit of [Specify Amount], which constitutes [Specify Percentage]% of the Purchase Price, upon execution of this Agreement.
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The balance of the Purchase Price shall be paid at closing, as detailed in Article 6.
ARTICLE 4: REPRESENTATIONS AND WARRANTIES
4.1 The Seller represents and warrants to the Buyer that:
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The Seller is the lawful owner of the Property and has the right to sell the Property.
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The Property is free from all encumbrances, liens, and charges, except as explicitly disclosed in this Agreement.
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All the information provided about the Property is accurate and complete to the best of the Seller’s knowledge.
4.2 The Buyer represents and warrants to the Seller that:
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The Buyer has the financial capability to complete the purchase of the Property.
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The Buyer has conducted, or will conduct, all necessary due diligence on the Property.
ARTICLE 5: DUE DILIGENCE AND INSPECTIONS
5.1 The Buyer shall have the right, but not the obligation, to conduct inspections and due diligence on the Property to the Buyer's satisfaction. Such due diligence may include, but is not limited to, environmental assessments, property condition assessments, and title searches.
5.2 The Buyer shall complete all due diligence by [Due Diligence Deadline Date].
ARTICLE 6: CLOSING
6.1 The closing of the sale of the Property (the "Closing") shall take place at [Location of Closing], on the Closing Date, or at such other time and place as the Seller and Buyer may mutually agree.
6.2 At Closing, the Seller shall deliver to the Buyer a duly executed deed transferring title to the Property to the Buyer, free and clear of all encumbrances, together with all necessary tax declarations and other related documents.
6.3 The Buyer shall deliver to the Seller the balance of the Purchase Price, subject to adjustments as agreed upon in this Agreement.
ARTICLE 7: CONDITIONS PRECEDENT TO CLOSING
7.1 The obligations of the Buyer to purchase the Property, and of the Seller to sell the Property, are subject to the satisfaction of the following conditions precedent by the Closing Date:
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Completion of all due diligence by the Buyer to the Buyer's satisfaction.
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Receipt of all necessary governmental and regulatory approvals for the transfer of the Property.
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Confirmation that there have been no material adverse changes in the condition or value of the Property.
ARTICLE 8: DEFAULT
8.1 If the Buyer defaults in the performance of its obligations under this Agreement, the Seller may retain the initial deposit as liquidated damages, and this Agreement shall terminate.
8.2 If the Seller defaults in the performance of its obligations under this Agreement, the Buyer may elect to receive a refund of the initial deposit or to enforce specific performance of the Agreement.
ARTICLE 9: MISCELLANEOUS
9.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction].
9.2 Amendments: This Agreement may only be amended in writing, signed by both parties.
9.3 Notices: All notices under this Agreement must be in writing and sent to the address of each party set forth at the beginning of this Agreement.
9.4 Entire Agreement: This Agreement, together with its annexes, constitutes the entire agreement between the parties concerning the subject matter hereof.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date first above written.
[YOUR COMPANY NAME]
Signature:
Name:
[Name of Authorized Signatory]
Title:
[Title of Authorized Signatory]
Date:
[Date]
[BUYER NAME]
Signature:
Name:
[Name of Authorized Signatory]
Title:
[Title of Authorized Signatory]
Date:
[Date]
ANNEX A: PROPERTY DESCRIPTION
[Provide a detailed description of the Property, including legal description, land area, building specifications, and any fixtures or personal property included in the sale.]
