Agriculture Land Sale Agreement
Agriculture Land Sale Agreement
This Agriculture Land Sale Agreement (the "Agreement") is made and entered into as of [Month Day, Year] between [Your Company Name], a [State] corporation with a principal place of business located at [Your Company Address] ("Seller"), and [Buyer's Full Legal Name], a [State] corporation with a principal place of business located at [Buyer's Address] ("Buyer").
RECITALS
WHEREAS, Seller is the owner of certain agricultural land located in [County, State], more particularly described in Exhibit A attached hereto and made a part hereof (the "Property"); and
WHEREAS, Seller desires to sell and Buyer desires to purchase the Property on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Sale of Property
1.1. Agreement to Sell and Purchase. Subject to the terms and conditions set forth in this Agreement, Seller agrees to sell, transfer, and convey to Buyer, and Buyer agrees to purchase from Seller, all of Seller's right, title, and interest in and to the Property.
1.2. Purchase Price. The purchase price for the Property shall be [Amount in Words] Dollars ($[0]) (the "Purchase Price"), subject to adjustments as provided herein.
2. Payment of Purchase Price
2.1. Deposit. Upon execution of this Agreement, Buyer shall deposit [Amount in Words] Dollars ($[0]) (the "Deposit") with [Escrow Agent Name] (the "Escrow Agent"), to be held in accordance with the terms of this Agreement. The Deposit shall be applied to the Purchase Price at Closing (as defined below).
2.2. Balance of Purchase Price. The balance of the Purchase Price, adjusted for prorations and other adjustments as provided herein, shall be paid by Buyer to Seller at Closing by wire transfer of immediately available funds to an account designated by Seller.
3. Title and Survey
3.1. Title Commitment. Within [0] days after the date of this Agreement, Seller shall cause to be delivered to Buyer a commitment for an owner's policy of title insurance (the "Title Commitment") issued by [Title Company Name] (the "Title Company") covering the Property, together with copies of all recorded documents listed as exceptions therein.
3.2. Survey. Within [0] days after the date of this Agreement, Buyer may, at its sole expense, obtain an ALTA/NSPS land title survey of the Property (the "Survey"). The Survey shall be certified to Buyer, Seller, and the Title Company and shall be sufficient to allow the Title Company to delete the standard survey exception from the title policy.
3.3. Title Review Period. Buyer shall have [0] days after receipt of the later of the Title Commitment and the Survey (the "Title Review Period") to notify Seller in writing of any objections Buyer has to any matters disclosed in the Title Commitment or the Survey ("Title Objections"). If Buyer fails to notify Seller of any Title Objections within the Title Review Period, Buyer shall be deemed to have accepted the condition of title to the Property as disclosed in the Title Commitment and the Survey.
3.4. Seller's Cure of Title Objections. Seller shall have [0] days after receipt of Buyer's Title Objections to notify Buyer in writing whether Seller elects to cure such Title Objections. If Seller elects to cure the Title Objections, Seller shall use commercially reasonable efforts to cure the Title Objections prior to Closing. If Seller fails to cure the Title Objections prior to Closing, Buyer may, at its option, either:
(a) terminate this Agreement and receive a refund of the Deposit, or
(b) waive such Title Objections and proceed to Closing.
4. Representations and Warranties
4.1. Representations and Warranties of Seller. Seller represents and warrants to Buyer as follows:
(a) Seller is duly organized, validly existing, and in good standing under the laws of the State of [State], with full power and authority to enter into this Agreement and to consummate the transactions contemplated hereby.
(b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Seller.
(c) Seller has good and marketable title to the Property, free and clear of all liens, encumbrances, and other matters except as disclosed in the Title Commitment.
(d) There are no actions, suits, or proceedings pending or, to Seller's knowledge, threatened against or affecting the Property or Seller's ability to consummate the transactions contemplated hereby.
(e) Seller has not received any written notice of any violation of any laws, ordinances, regulations, or codes with respect to the Property.
4.2. Representations and Warranties of Buyer. Buyer represents and warrants to Seller as follows:
(a) Buyer is duly organized, validly existing, and in good standing under the laws of the State of [State], with full power and authority to enter into this Agreement and to consummate the transactions contemplated hereby.
(b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Buyer.
(c) Buyer has the financial resources to pay the Purchase Price and to consummate the transactions contemplated hereby.
5. Conditions Precedent
5.1. Conditions to Buyer's Obligations. The obligations of Buyer to consummate the transactions contemplated hereby are subject to the satisfaction or waiver of the following conditions precedent:
(a) Seller shall have performed all of its obligations under this Agreement required to be performed by Seller on or before the Closing Date.
(b) The representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects as of the Closing Date.
(c) Buyer shall have received the Title Policy, subject only to the Permitted Exceptions.
(d) Seller shall have delivered to Buyer a duly executed and acknowledged general warranty deed (the "Deed") conveying good and marketable title to the Property to Buyer, subject only to the Permitted Exceptions.
5.2. Conditions to Seller's Obligations. The obligations of Seller to consummate the transactions contemplated hereby are subject to the satisfaction or waiver of the following conditions precedent:
(a) Buyer shall have performed all of its obligations under this Agreement required to be performed by Buyer on or before the Closing Date.
(b) The representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects as of the Closing Date.
6. Closing
6.1. Closing Date. The closing of the transactions contemplated by this Agreement (the "Closing") shall take place on [Month Day, Year], or such other date as the parties may mutually agree (the "Closing Date").
6.2. Closing Deliveries by Seller. At Closing, Seller shall deliver to Buyer the following:
(a) The Deed, duly executed and acknowledged by Seller.
(b) A non-foreign affidavit, duly executed and acknowledged by Seller, in form and substance required by Section 1445 of the Internal Revenue Code.
(c) A closing statement, duly executed by Seller, reflecting the Purchase Price and adjustments as provided herein (the "Closing Statement").
(d) Such other documents as may be reasonably required to consummate the transactions contemplated hereby.
6.3. Closing Deliveries by Buyer. At Closing, Buyer shall deliver to Seller the following:
(a) The balance of the Purchase Price, adjusted for prorations and other adjustments as provided herein, by wire transfer of immediately available funds.
(b) The Closing Statement, duly executed by Buyer.
(c) Such other documents as may be reasonably required to consummate the transactions contemplated hereby.
7. Prorations and Adjustments
7.1. Real Property Taxes. Real property taxes and assessments for the Property shall be prorated as of the Closing Date based on the most recent tax bill available.
7.2. Utilities. Utilities and other operating expenses for the Property shall be prorated as of the Closing Date.
7.3. Income and Expenses. All income and expenses of the Property, including but not limited to rents and security deposits, shall be prorated as of the Closing Date.
8. Possession
Possession of the Property shall be delivered to Buyer at Closing, free and clear of all tenants, occupants, and personal property, except as otherwise agreed by the parties.
9. Default and Remedies
9.1. Default by Buyer. If Buyer fails to perform any of its obligations under this Agreement, Seller may terminate this Agreement and retain the Deposit as liquidated damages, and neither party shall have any further liability to the other hereunder.
9.2. Default by Seller. If Seller fails to perform any of its obligations under this Agreement, Buyer may either:
(a) terminate this Agreement and receive a refund of the Deposit, or
(b) seek specific performance of Seller's obligations hereunder.
10. Miscellaneous
10.1. Notices. All notices, demands, or other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given if delivered personally, sent by certified or registered mail, return receipt requested, or sent by a nationally recognized overnight courier service, addressed as follows:
If to Seller:
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[Your Company Name]
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[Your Company Address]
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Attention: [Your Name]
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Email: [Your CompanyEmail]
If to Buyer:
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[Buyer's Full Legal Name]
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[Buyer's Address]
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Attention: [Contact Person's Name]
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Email: [Buyer's Email]
10.2. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of [State], without regard to its conflicts of law principles.
10.3. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements between the parties.
10.4. Amendments. This Agreement may be amended only by a written instrument executed by both parties hereto.
10.5. Assignment. Neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned, or delayed.
10.6. Severability. If any provision of this Agreement is held to be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of the remaining provisions of this Agreement.
10.7. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
10.8. Headings. The headings in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
SELLER:
[Your Company Name]
By:
[Your Name]
[Title]
BUYER:
[Full Name]
By:
[Full Name]
[Title]
