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Draft a Letter of Intent to Purchase for a prospective buyer
Letter of Intent to Purchase
Table of Contents
Introduction
Purpose of the Letter
Subject Property
Purchase Price and Payment Terms
Due Diligence Period
Closing Date
Conditions Precedent
Representations and Warranties
Confidentiality
Governing Law
Entire Agreement
Notices
Severability
Binding Effect
Counterparts
Waiver
Amendment
No Third-Party Beneficiaries
Disclaimer
Conclusion
Introduction
This Letter of Intent to Purchase ("Letter of Intent") is made and entered into as of [Date] by and between [Buyer Name], a [State] [Entity Type] with its principal place of business at [Buyer Address] ("Buyer"), and [Seller Name], a [State] [Entity Type] with its principal place of business at [Seller Address] ("Seller").
Purpose of the Letter
This Letter of Intent sets forth the preliminary terms and conditions under which Buyer intends to purchase from Seller the real property located at [Property Address] (the "Property"). This Letter of Intent is not a binding agreement and is subject to the negotiation and execution of a definitive purchase agreement (the "Purchase Agreement").
Subject Property
The Property consists of [Legal Description of Property], including all improvements thereon (the "Improvements").
Purchase Price and Payment Terms
The purchase price for the Property shall be [Purchase Price] (the "Purchase Price"). The Purchase Price shall be paid as follows:
[Payment Schedule]
Due Diligence Period
Buyer shall have a period of [Number] days (the "Due Diligence Period") from the date of this Letter of Intent to conduct due diligence on the Property. During the Due Diligence Period, Buyer shall have the right to:
Inspect the Property and the Improvements.
Review all relevant documents relating to the Property, including but not limited to title documents, surveys, environmental reports, and leases.
Conduct such other investigations as Buyer deems necessary or advisable.
Closing Date
The closing of the purchase and sale of the Property (the "Closing") shall occur on or before [Date] (the "Closing Date"), subject to the satisfaction of the conditions precedent set forth in this Letter of Intent.
Conditions Precedent
The Closing shall be subject to the satisfaction of the following conditions precedent:
Buyer's receipt of satisfactory title insurance.
Buyer's receipt of satisfactory environmental reports.
Buyer's receipt of satisfactory financing, if applicable.
Buyer's receipt of all necessary permits and approvals.
Representations and Warranties
Seller represents and warrants to Buyer that:
Seller has the full right, power, and authority to sell the Property.
The Property is free and clear of all liens and encumbrances, except as disclosed in writing to Buyer.
The Property is in compliance with all applicable laws and regulations.
Confidentiality
The parties agree to keep confidential all information disclosed by one party to the other in connection with this Letter of Intent, except to the extent such information is already in the public domain or is required to be disclosed by law.
Governing Law
This Letter of Intent shall be governed by and construed in accordance with the laws of the Republic of Kenya.
Entire Agreement
This Letter of Intent constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.
Notices
All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified or registered mail, return receipt requested, or sent by overnight courier service, addressed as follows:
If to Buyer: [Buyer Address]
If to Seller: [Seller Address]
Severability
If any provision of this Letter of Intent is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.
Binding Effect
This Letter of Intent shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
Counterparts
This Letter of Intent may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Waiver
No waiver of any provision of this Letter of Intent shall be effective unless in writing and signed by the party against whom such waiver is sought to be enforced.
Amendment
This Letter of Intent may be amended only by a written instrument signed by both parties.
No Third-Party Beneficiaries
This Letter of Intent is not intended to and does not confer any rights or remedies upon any person other than the parties hereto.
Disclaimer
This Letter of Intent is not a binding agreement and is subject to the negotiation and execution of a definitive Purchase Agreement. Buyer and Seller acknowledge that they have been advised to seek independent legal counsel with respect to this Letter of Intent.
Conclusion
IN WITNESS WHEREOF, the parties have executed this Letter of Intent as of the date first written above.
[Buyer Name]
By: [Name]
Title: [Title]
[Seller Name]
By: [Name]
Title: [Title]
Sources:
The Law of Contract in Kenya by Githendu K. Murage
The Kenyan Law of Property by Githendu K. Murage
The Kenyan Constitution 2010
The Land Act, 2012
The Transfer of Property Act, 1882
Disclaimer: This is a sample Letter of Intent and should not be considered legal advice. You should consult with an attorney to ensure that the Letter of Intent is appropriate for your specific circumstances.
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