Letter Of Intent For The Purchase And Sale Of Property Template (Page 5 of 8) in pdf

Letter of Intent | 47

occur no later than __________ __, _____, unless such date is extended in writing by the parties. No

debt of the Seller will be assumed.

b. At such time as a definitive Purchase Agreement is fully executed, including by the Title Company

(“Agreement Effective Date”), Buyer shall deposit into escrow with the Title Company, as escrow agent,

earnest money totaling $__________ (“Agreement Deposit”) after application of the Letter Deposit.

The Agreement Deposit will be fully refundable to Buyer until the expiration of the Agreement In-

spection Period (defined below).

c. Buyer will have thirty-one (31) days (the “Agreement Inspection Period”) after a Purchase Agreement

is signed to inspect and further investigate all aspects of the Property. During the Agreement Inspec-

tion Period, Buyer may continue evaluating the Letter Inspection Documents provided to it by Seller

during the Letter Inspection Period. In addition, during the Agreement Inspection Period, Seller shall

provide to Buyer, at Seller’s cost, except as otherwise indicated, all documents pertinent to the Property,

including, without limitation, the following documents, among others, within one (1) day of the Agree-

ment Effective Date (collectively, the “Agreement Inspection Documents”):

i. An updated Commitment and copies of any new documents of record cited in Schedule B-I

and/or B-II;

ii. Any updated Letter Inspection Documents; and

d. All other investigations shall be at the sole cost of Buyer. Sellers will fully cooperate with all of

Buyer’s investigations and will provide Buyer and its representatives full access to all books, records,

files, reports, and information, as well as to the Property, and to all of Seller’s agents and employees

with knowledge of the Property.

e. During the Agreement Inspection Period, Buyer shall review the status and standing of the Water

Rights, as well as the condition of title to all the Property, including, without limitation, as reflected

in the Commitment and applicable surveys, and determine, in its sole discretion, whether it desires to

object to the condition of title, giving Seller the opportunity to cure title and/or survey or other defects,

consistent with provisions of the Purchase Agreement, or to purchase the Property subject to its then

existing condition.

f. Buyer may terminate the Purchase Agreement at any time during the Agreement Inspection Period

for any reason, with no further liability.

g. The Purchase Agreement shall include customary representations and warranties by Sellers, for

Buyer’s reliance, including the availability of utilities, absence of environmental conditions, the subdi-

vision of the Property in accordance with applicable law, and the zoning of the Property. In addition,

the Purchase Agreement shall obligate Seller to deliver, on the Agreement Effective Date, notice of the

Purchase Agreement and its terms and conditions to any parties holding a right of first refusal on any

Letter Of Intent For The Purchase And Sale Of Property Template Page 5