Letter of Intent Template for Real Estate

LETTER OF INTENT (LOI) FOR PURCHASE OF REAL PROPERTY

DOCUMENT CONTROL

• Effective Date: [Date]
• Version: 1.0 (Standard Commercial/Industrial)
• Jurisdiction: [State/Province]
• Status: Non-Binding (except as specified in "Binding Provisions")

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1. OFFICIAL NOTICE / DISCLAIMER

This Letter of Intent (LOI) is intended solely as a summary of the principal terms and conditions under which the parties propose to enter into a definitive Purchase and Sale Agreement (the “PSA”). This document does not constitute a binding obligation to purchase or sell the Property, except for those specific provisions expressly designated as “Binding” within Section 8 below. Neither party shall be legally bound until the execution and delivery of a formal PSA.

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2. PARTIES AND PROPERTY

• Buyer: [Full Legal Name of Purchasing Entity], a [State] [Entity Type].
• Seller: [Full Legal Name of Selling Entity], a [State] [Entity Type].
• Property: The real property located at [Full Street Address], identified by Assessor’s Parcel Number (APN) [Insert APN], including all improvements and appurtenances (the “Property”).

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3. PURCHASE PRICE AND TERMS

• Purchase Price: $[Numeric Amount] USD.
• Earnest Money Deposit: Buyer shall deposit $[Amount] into escrow within [Number] business days of the Effective Date.
• Financing: This offer is [ ] Contingent / [ ] Not Contingent upon Buyer securing financing at terms acceptable to Buyer.

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4. DUE DILIGENCE

• Inspection Period: Buyer shall have [Number] days from the Effective Date to conduct physical inspections, environmental assessments (Phase I), title review, and survey verification.
• Access: Seller shall provide Buyer and its agents reasonable access to the Property for due diligence upon 24-hour notice.

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5. CLOSING CONDITIONS

• Closing Date: [Number] days following the expiration of the Inspection Period.
• Closing Costs: Prorated as is customary in [County/State]. Transfer taxes shall be paid by [Buyer/Seller].
• Title/Survey: Seller shall provide a clean title free of liens, encumbrances, or title defects, evidenced by an ALTA owner’s title policy.

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6. REPRESENTATIONS AND WARRANTIES

Seller warrants that they possess clear and marketable title to the Property and that there are no pending legal actions, undisclosed environmental hazards, or zoning violations known to the Seller that would materially affect the value of the Property.

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7. EXCLUSIVITY (BINDING)

From the Effective Date until the expiration of the Inspection Period, Seller agrees not to solicit, encourage, or negotiate with any other party for the sale or lease of the Property.

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8. BINDING PROVISIONS

The provisions in this section, and the "Confidentiality" clause, are intended to be legally binding upon the parties upon execution of this LOI, regardless of whether a final PSA is executed: (a) Exclusivity, (b) Governing Law, and (c) Confidentiality.

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9. SIGNATURES AND ACKNOWLEDGMENT

BUYER: Signature: __________________________ Date: [Date] Print Name: [Name] Title: [Title]

SELLER: Signature: __________________________ Date: [Date] Print Name: [Name] Title: [Title]

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EXECUTION AND ENFORCEMENT GUIDE

1. Drafting: Fill in all bracketed fields with exact legal names as they appear on entity formation documents. Attach a legal description (Exhibit A) if available.
2. Transmission: Transmit the signed document via electronic means (DocuSign or equivalent) to the counterparty. The "Effective Date" is the date the final party signs.
3. Confidentiality Compliance: Treat all information disclosed during the Due Diligence period as "Confidential" per the binding provisions. Ensure all employees and third-party inspectors sign NDAs before receiving sensitive documentation.
4. Transition: Upon counter-signature, immediately initiate the formal Purchase and Sale Agreement (PSA) drafting process, as the Exclusivity period is time-sensitive and typically short (30–60 days).