Internal
Re: Letter of Intent to Purchase Commercial Property located at the Property Address listed
below (the "Property").
Dear XXX:
This letter serves to outline the terms and conditions upon which XXX (“Buyer”) would be willing to
negotiate the sale of the above captioned Property to TD Bank, N.A ("Seller")
Property Address: (Portion of) property with an address of XXX Main Street, Anytown,
NJ XXXXX known as Lot XXX, Block XXX in XXX County [Include
parcel number, if known at this time]
Property Size: Approximately X acres of land along with the XXXX SF commercial
building thereon
Entity Name of Buyer: XXXXXXXX, a(n) XXX (type of entity) organized in the state of XXX
Buyer Contact Information: Name, XXX Main Street, Anytown, NJ XXXXX, (XXX) XXX-XXXX;
abc@gmail.com
Buyer Attorney: Name, XXX Main Street, Anytown, NJ XXXXX, (XXX) XXX-XXXX;
abc@gmail.com
Intended Property Use: Buyer intends to use the property for TBD.
Purchase Price: $XXX,XXX
Deposit: $XX,XXX which shall be paid within five (5) business days following
the execution of the Purchase and Sale Agreement ("PSA") to
Escrow Agent listed below.
Personal Property: [If applicable] Buyer is purchasing all contents on the Property as of
the date of Closing except: _____________ (e.g. trade or branded
merchandise, automatic teller machines, and the security system
consisting of the alarm system, security cameras, and digital video
recorders and tapes)
[If specific items of personal property are included in the sale,
please identify]
Balance of Purchase Price: The balance of the purchase price and any Closing Costs shall be
paid for by Buyer at closing via cash or mortgage proceeds. In the
event Buyer is paying in cash, the Buyer's Proof of Funds is attached
Insert Logo
Sender
Job Title
Employer
Street Address
City, ST ZZZZZ
(XXX) XXX-XXXX
sender@employer.com
Month DD, 20XX
Internal
as Exhibit "A". In the event the Buyer is paying with mortgage or
other loan proceeds, a pre-approval letter is attached as Exhibit "A".
Inspection Period: [If applicable] Buyer shall have XX (number) days from the effective
date of the PSA to complete all necessary due diligence regarding all
aspects of the Property. All investigations shall be at the sole cost of
Buyer.
Closing Period: Buyer shall have XX (number) days from the expiration of the
Inspection [Approval, if applicable] Period in which to close on the
Property.
Delivery Condition: The Property is to be sold in its “as is” condition. Seller makes and
has made no warranty, express or implied, concerning any portion of
the Property, its condition, the use of which it may be put, any
environmental matters, or any other thing or matter directly or
indirectly related thereto or hereto (including, without limitation, NO
WARRANTY OF MERCHANTABILITY, OR FITNESS FOR ANY
PARTICULAR PURPOSE OR RELATING TO THE ABSENCE OF
LATENT OR OTHER DEFECTS).
Closing Costs: Except as expressly set forth herein or in the executed PSA, closing
costs shall be allocated in accordance with the custom in the County
and State where the property is located. Seller and Buyer shall each
pay fees and expenses of their respective legal counsel and other
contractors incurred in connection with this transaction. Buyer shall
pay for the cost of any search fees, the premium and any other costs
associated with issuing and updating the Commitment and Title
Policy, including, without limitation, any endorsements to the Title
Policy requested by Buyer or its lender, if any. Buyer shall pay for
the cost of any survey, the cost to record the Deed to Buyer [if the
Balance of the Purchase Price is to be paid through mortgage or
other loan proceeds, any cost relating to Buyer financing] and any
other costs or fees not expressly allocated to Seller. Seller shall not
be liable for any fees imposed by the escrow agent.
Restriction: The Deed to be delivered to Buyer shall contain a restriction for a
period of five (5) years from the date of the Deed that the Premises
may not be used as a commercial bank, retail bank branch, for the
placement of an Automatic Teller Machine (“ATM”), savings bank,
financial services institution, insurance company, brokerage firm,
savings and loan or credit union or affiliate thereof.
Deed: Quit Claim
Brokerage: Both Buyer and Seller recognize CBRE Inc. as the sole broker in this
transaction. Brokerage Commission shall be paid by Seller pursuant
to the terms of a separate agreement.
Title Agent: Buyer shall obtain, before the end of the Inspection Period and at
Buyer’s sole cost and expense, a title insurance commitment
covering the Property (the "Commitment") prepared by a title agent
authorized to do business in the state where the Property is located
(the "Title Agent") and issued by a nationally recognized title
insurance company authorized to do business in the state where the
Property is located (the "Title Insurer") committing to issue to Buyer
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an owner’s title insurance policy for the Property in a minimum
amount equal to the Purchase Price (the "Title Policy"). The Seller
shall have the right to designate in the PSA the Title Agent to
prepare the Commitment and the Title Insurer (which may include,
without limitation, First American Title Insurance Company) to
prepare the Title Policy, and Seller may further designate such Title
Agent as the Escrow Agent and office for the location where the
Closing is conducted (which may be completed by mail).
Form of Agreement: Seller's form will be used.
This letter of intent will not bind Buyer or Seller. A binding agreement will not exist between Buyer and Seller unless and until a PSA
containing all the terms and conditions is executed and delivered by Buyer and Seller. This letter of intent is not intended to impose
any obligation whatsoever on Buyer or Seller, including without limitation, an obligation to negotiate in good faith. Neither party may
claim any legal rights against the other by reason of actions taken in reliance upon this non-binding letter of intent, including, without
limitation, any partial performance of the transactions contemplated by it. The parties acknowledge that this non-binding letter of
intent does not address all of the essential terms of the transaction contemplated by it and that such essential terms will be subject
of further negotiation. The parties further acknowledge and agree that either party will have the right to terminate the negotiation of
the PSA for any reason or no reason and that neither party owes the other party any duty to negotiate a formal agreement. No prior
or subsequent correspondence or course of dealing between the parties will be construed to create any contract or to vest any rights
in either party with respect to the Property. This paragraph supersedes all other conflicting language in this letter of intent.
Should you have any questions on any of the above items, please call me at XXX-XXX-XXXX.
Sincerely,
Name
Title
Company
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BUYER
By:_______________________________
Printed Name:_____________________
Title:_____________________________
Date:_____________________________
TD BANK, N.A.
By:_______________________________
Printed Name:_____________________
Title:_____________________________
Date:_____________________________
Internal
EXHIBIT A – PROOF OF FUNDS/MORTGAGE COMMITMENT
