Letter Of Intent For The Purchase And Sale Of Property Template (Page 4 of 8) in pdf

46 | The Practical Real Estate Lawyer

May 2010

iii. All environmental audits and appraisals of any of the Property;

iv. Tax documents and business records relating to the Property; and

v. All adjudication decrees, licenses, certificates, permits, declarations, changes of ownership, ex-

tensions of time for applying water rights to beneficial use, surveys, studies, evaluations and other

documents relating to any of the Water Rights.

c. Beginning upon the Letter Effective Date and terminating at the expiration of thirty (30) days after

Seller’s delivery to Buyer of the Letter Inspection Documents, Buyer, including its representatives and

agents, shall have the right, at any and all times, without further notice, to enter upon and, at its ex-

pense, to commence its due diligence inspection, investigation, and evaluation of the Property and to

arrange for and coordinate any long lead time due diligence investigations, for example, but not by way

of limitation, environmental and/or Real Property and Water Rights studies, surveys, and evaluations

of the Property.

d. Seller shall cooperate with Buyer in Buyer’s inspections, investigations, and evaluations of the Prop-

erty. In that connection, Seller agrees to refrain from actively marketing the Property during the Letter

Inspection Period, during any and all negotiations between Seller and Buyer occurring thereafter, and

during the period for which any Purchase Agreement between Buyer and Seller is in effect.

e. Seller and Buyer, together, shall use their best efforts and otherwise cooperate to obtain from the

holder of any mineral rights underlying the Real Property, an assurance that such holder will waive all

rights to extract minerals of any kind from the Real Property, in the event of a purchase of the Prop-

erty by Buyer.

f. At the end of the Letter Inspection Period, if Buyer is not satisfied with the Property, in its sole and

absolute discretion, it shall so notify Seller and shall have no further obligation to Seller, which may

retain the Letter Deposit, subject to the provisions of Section (2)(a) above.

3. Purchase agreement. If, at the end of the Letter Inspection Period, Buyer wishes to pursue the

purchase, Buyer will prepare a draft Purchase Agreement within ten (10) days from the end of the Letter

Inspection Period, based on the terms of this Letter, including as set out below, as well as on additional

consistent terms negotiated by the parties. Seller shall continue to refrain from marketing the Property to

others while negotiating the terms of the Purchase Agreement and while the Purchase Agreement remains

in effect. Once the parties have reached agreement on the terms of the purchase and sale, the parties shall

execute a Purchase Agreement with respect to the Property, and the Letter Deposit shall be applied to the

Agreement Deposit (defined below) requirement. The Purchase Agreement shall include the provisions

detailed below, among others.

a. The purchase price for the Property shall be a total of ____________________ ($__________), to

be paid, after application of the Agreement Deposit (defined below), at a Closing (defined below) to

Letter Of Intent For The Purchase And Sale Of Property Template Page 4