Vacant Land Purchase Agreement
This Vacant Land Purchase Agreement (the "Agreement") is made between [Buyer full name(s) or entity] ("Buyer") and [Seller full name(s) or entity] ("Seller") for the purchase and sale of the unimproved real property located at [Land location (road or address)], in the County of [County], State of [Governing law (state)], containing approximately [Approximate acreage] acres, parcel number [Parcel or tax ID number], legally described as [Legal description (from the deed)], together with all rights, easements and appurtenances belonging to it (the "Land"). Buyer and Seller are each a "Party" and together the "Parties".
1. Purchase Price; Earnest Money; Financing
The purchase price for the Land is [Purchase price] (the "Purchase Price"), payable at closing in good funds, less the Earnest Money. Within three (3) business days after Acceptance, Buyer shall deliver earnest money of [Earnest money] (the "Earnest Money") to [Title company or closing attorney] (the "Closing Agent"), to be held in trust and applied to the Purchase Price at closing. "Acceptance" means the date the last Party signs and delivers this Agreement.
Financing: [Financing]. If this Agreement is contingent on a loan and Buyer, having applied promptly and acted in good faith, has not obtained a written commitment by the end of the Due Diligence Period, Buyer may terminate by written notice before that period ends and recover the Earnest Money. The Purchase Price is not subject to adjustment if a survey shows more or less acreage than stated, unless the difference exceeds five percent (5%), in which case the Purchase Price is adjusted proportionately.
2. Due Diligence Period
Buyer has [Due diligence period (days)] days after Acceptance (the "Due Diligence Period") to investigate the Land and every matter affecting its suitability for Buyer’s intended use, which is: [Buyer’s intended use]. Seller grants Buyer and Buyer’s agents access to the Land during the Due Diligence Period to survey, test and inspect, provided Buyer repairs any disturbance and indemnifies Seller against liens and injury arising from Buyer’s entry. Within five (5) days after Acceptance Seller shall deliver to Buyer copies of every survey, title policy, appraisal, soil or environmental report, lease, easement, well log, septic permit and tax statement relating to the Land that is in Seller’s possession.
(a) Survey. [Survey]. Any survey shall show boundaries, acreage, easements, encroachments, improvements, flood zone and access, and shall be delivered to the Closing Agent and both Parties.
(b) Zoning and permits. Buyer may confirm with the county and any municipality that the Land is zoned for, and can be permitted for, Buyer’s intended use, including any subdivision, building, well, driveway or floodplain permit.
(c) Soil and septic. [Percolation or soil test contingency]. Buyer may also perform soil borings, an environmental site assessment and a wetlands or floodplain determination.
(d) Access and utilities. Legal access to the Land is by: [Legal access to the land]. Buyer may confirm the legal sufficiency of access and the availability and cost of electricity, water, sewer or septic, gas and telecommunications.
(e) Termination. Buyer may terminate this Agreement for any reason or no reason by written notice delivered before the Due Diligence Period ends, and the Earnest Money shall be returned to Buyer. If Buyer does not terminate, Buyer accepts the Land in its condition as investigated, and the Earnest Money becomes non-refundable except on Seller’s default or as this Agreement otherwise provides.
3. Title
Within ten (10) days after Acceptance the Closing Agent shall deliver a title commitment and copies of all recorded exceptions to Buyer. Buyer may object in writing to any exception, or to any matter shown on the survey, before the Due Diligence Period ends. Seller shall have ten (10) days to agree in writing to cure the objection at or before closing; if Seller does not, Buyer may terminate and recover the Earnest Money or waive the objection and close. At closing Seller shall convey good and marketable title by general warranty deed, or the form of deed customary in the County of [County] carrying equivalent warranties, free of all liens and encumbrances other than current taxes not yet due, recorded easements and restrictions Buyer has accepted, and zoning. Title shall be insured by an owner’s policy in the amount of the Purchase Price, paid by: [Owner’s title policy paid by].
4. Mineral, Water and Timber Rights
Mineral rights: [Mineral rights]. Seller makes no representation that Seller owns any mineral interest beyond what the title commitment shows, and any reservation is limited to what Seller actually owns. If Seller reserves minerals, Seller waives, for Seller and Seller’s successors, any right to use the surface of the Land for exploration or production without Buyer’s written consent, to the extent the law of the State of [Governing law (state)] permits such a waiver. Water rights and wells: [Water rights and wells]. Standing timber conveys with the Land, and Seller shall not cut or remove timber, gravel, soil or any other material from the Land after Acceptance.
5. Seller’s Representations and Disclosures
Seller represents that, to Seller’s knowledge: Seller has not received notice of any pending or threatened condemnation, assessment, zoning change or violation of law affecting the Land; no hazardous materials, underground storage tanks, dumps or burial sites are on the Land; no lease, grazing right, crop share, hunting lease or other right of occupancy affects the Land except as disclosed in writing; there is no boundary dispute or adverse claim; and the Land is not subject to any unrecorded easement or agreement. Seller shall deliver any disclosure that the law of the State of [Governing law (state)] requires for the sale of vacant land, including any natural hazard, flood zone, water availability or agricultural district disclosure, within seven (7) days after Acceptance, and Buyer may terminate within five (5) days after any late delivery and recover the Earnest Money. Seller shall disclose promptly any change in these representations before closing.
6. Closing; Prorations; Costs
Closing shall occur through the Closing Agent on [Closing date] (the "Closing Date"), or on the next business day if that day is not one. Real property taxes and any association assessments shall be prorated as of the Closing Date based on the most recent tax bill. Transfer taxes shall be paid according to the custom of the County of [County] unless the Parties agree otherwise in writing. Each Party shall pay one half of the Closing Agent’s fee; Buyer shall pay recording fees for the deed and any loan documents and all lender charges; Seller shall pay the cost of clearing title and recording any release.
If the Land has been assessed at an agricultural, timber, open-space or similar special valuation, any rollback, recapture or additional taxes triggered by the sale or by Buyer’s change of use shall be paid by: [Rollback or recapture taxes paid by]. Seller shall pay all rollback taxes triggered by Seller’s own change of use before closing regardless of that choice.
7. Possession; Risk of Loss
Seller shall deliver possession of the Land to Buyer at closing, free of tenants, livestock, equipment, vehicles and debris, in substantially the condition it was in at Acceptance. Risk of loss remains with Seller until closing. If the Land is materially damaged before closing by fire, flood, erosion, timber loss or otherwise, Buyer may terminate and recover the Earnest Money, or close and receive any insurance proceeds and a credit for any deductible.
8. Default; Liquidated Damages
If Buyer fails to close because of Buyer’s default after the Due Diligence Period has ended, Seller shall retain the Earnest Money as liquidated damages and as Seller’s sole remedy, and this Agreement shall terminate. The Parties agree that Seller’s actual damages would be difficult to determine and that the Earnest Money is a reasonable estimate of them. Release of the Earnest Money requires written instructions signed by both Parties, a court order or an arbitration award. BUYER AND SELLER SHALL INITIAL THIS PARAGRAPH TO INDICATE THEIR AGREEMENT.
If Seller defaults, Buyer may terminate and recover the Earnest Money together with Buyer’s reasonable survey, testing, title and loan costs, or may pursue specific performance. The prevailing Party in any action arising out of this Agreement is entitled to reasonable attorney fees and costs.
9. Assignment; Memorandum
Buyer [May the buyer assign this agreement?]. Any permitted assignee shall assume Buyer’s obligations in writing, and Buyer remains liable unless Seller releases Buyer in writing. Seller may not assign this Agreement. Neither Party shall record this Agreement; Buyer may record a memorandum of it, in a form reasonably acceptable to Seller, if this Agreement permits assignment, and shall record a release within five (5) days after any termination.
10. Brokers; Time; Notices
Each Party represents that it has not dealt with any broker or agent regarding the Land except as disclosed in writing before Acceptance, and shall indemnify the other against any commission claimed through it. Time is of the essence. Deadlines are measured in calendar days, and a deadline falling on a Saturday, Sunday or legal holiday in the State of [Governing law (state)] extends to the next business day. Notices shall be in writing and are effective on personal delivery, on delivery by email to the addresses in the execution record, or the next business day after being sent by overnight courier.
11. Governing Law; Entire Agreement; Severability
This Agreement is governed by the laws of the State of [Governing law (state)], where the Land is located. It, together with any attached addenda, is the entire agreement between the Parties about the Land and supersedes all prior negotiations and agreements. It may be amended only in a writing signed by both Parties. If any provision is held invalid, the remainder shall be given full force and effect. This Agreement binds and benefits the Parties and their heirs, successors and permitted assigns, and the representations in Section 5 survive closing for one (1) year.
12. Electronic Signatures; Counterparts; Expiration of Offer
This Agreement may be signed electronically and in counterparts, each of which is an original and all of which together are one instrument, and the electronic execution record, timestamps and document fingerprints kept by the signing platform are conclusive evidence of execution. This is an offer to purchase the Land on the terms above. Unless Seller signs and delivers Acceptance to Buyer by 5:00 p.m. local time on [Offer expires], this offer is revoked and any Earnest Money delivered shall be returned. Seller’s signature constitutes Acceptance.
Signatures
Buyer · Seller