Letter Of Intent For The Purchase And Sale Of Property Template (Page 2 of 8) in pdf

44 | The Practical Real Estate Lawyer

May 2010

letter oF intent

This letter of intent (“Letter”) will outline the terms and conditions under which the prospective buyer

____________________________ (“Buyer”), with the consent of the prospective sellers _______________

AND _______________(collectively, “Seller), may initiate due diligence investigations and, thereafter, at

Buyer’s option, proceed toward the negotiation, in good faith, of an agreement of purchase and sale (“Pur-

chase Agreement”) of property located in ______________________________ County New Mexico,

more particularly described in Section 1 below (the “Property”). Buyer and Seller are sometimes referred

to in this Letter as the “parties.” Buyer and Seller agree as set forth below.

1. Property Description. The property subject to this Letter consists of all Seller’s right, title and in-

terest in and to the ______________________________ in ______________________________ County,

New Mexico, consisting of approximately _______ acres, as depicted on the map attached as Exhibit A,

together with all appurtenant and related water rights and water rights-related property, including, more

specifically, without limitation, all of the following (collectively, the “Property”), free and clear of rights of

first refusal, other agreements and other encumbrances of any kind, except any to which Buyer consents

in writing:

a. All surface, mineral, and geothermal estates and/or rights and/or interests in the real property le-

gally described more particularly in attached Exhibit B (the “Land”), together with and including all

and singular the tenements, hereditaments, easements, rights-of-way and appurtenances belonging

or in anywise appertaining or relating to the aforesaid real property, together with and including all

improvements and fixtures of any kind located on the aforesaid real property and/or on any of the

foregoing, and together with and including any and all rents, income, profits, proceeds, and products

of and from any of the property described in this Section (1)(a) (collectively, the “Real Property”).

b. All leasehold estates in real property adjacent to, or in the vicinity of, the Real Property, arising under

lease agreements between Seller or any member(s) of Seller, as lessee, and the New Mexico Commis-

sioner of Public Lands or any other third party, as lessor, including those lease agreements identified

on attached Exhibit C, subject to the obtaining of lessor’s consent to the assignment to Buyer of the

interests of Seller under any such lease agreements.

c. All waters, water courses, water, riparian, and flood rights, and related property (whether appro-

priative, or otherwise, and whether or not appurtenant to the Real Property, and whether now or here-

after existing or acquired) including, but not limited to (i) any and all adjudicated, licensed, permitted,

certificated, declared, perfected, unperfected, Mendenhall, and other water rights and/or flood rights,

and claims to and applications for any such water rights and/or flood rights, appurtenant to or with

a point of diversion and/or place of use on the aforesaid Real Property; (ii) the water rights and/or

flood rights and claims to and applications for water rights and/or flood rights described with specific-

ity on attached Exhibit D [describe by reference to State Engineer file number (and if adjudicated, case

name, cause number and file and subfile numbers); quantity; point of diversion; place of use; and other

characteristics]; (iii) ditches and ditch rights and reservoirs and reservoir rights; (iv) shares of stock and/

Letter Of Intent For The Purchase And Sale Of Property Template Page 2