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Draft a Purchase Agreement for a buyer and seller

Purchase Agreement

This Purchase Agreement (the "Agreement") is made and entered into as of [Date] by and between [Seller Name], a [State] [Entity Type] with a principal place of business at [Seller Address] (the "Seller"), and [Buyer Name], a [State] [Entity Type] with a principal place of business at [Buyer Address] (the "Buyer").

WHEREAS, Seller desires to sell and Buyer desires to purchase the following property (the "Property"):

  • Legal Description: [Legal Description of Property]

  • Address: [Address of Property]

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. Sale and Purchase

1.1. Sale of Property: Seller agrees to sell, convey, and transfer to Buyer, and Buyer agrees to purchase from Seller, the Property, free and clear of all liens and encumbrances, except as specifically permitted by this Agreement.

1.2. Purchase Price: The purchase price for the Property (the "Purchase Price") shall be [Amount] ([Currency]).

1.3. Payment Terms:

  • Down Payment: Buyer shall pay to Seller a non-refundable down payment of [Amount] ([Currency]) upon the execution of this Agreement.

  • Balance of Purchase Price: The balance of the Purchase Price shall be paid by Buyer to Seller at the closing of this transaction (the "Closing").

1.4. Closing: The Closing shall take place on or before [Date] at [Location] (the "Closing Date").

2. Representations and Warranties

2.1. Seller Representations and Warranties: Seller represents and warrants to Buyer that:

  • Seller has full right, power, and authority to sell the Property.

  • The Property is free and clear of all liens and encumbrances, except as specifically permitted by this Agreement.

  • Seller is not aware of any environmental contamination or hazardous materials on the Property.

  • Seller has complied with all applicable laws and regulations in connection with the ownership and operation of the Property.

2.2. Buyer Representations and Warranties: Buyer represents and warrants to Seller that:

  • Buyer has full right, power, and authority to purchase the Property.

  • Buyer has inspected the Property and is satisfied with its condition.

  • Buyer has obtained all necessary financing for the purchase of the Property.

3. Conditions Precedent

3.1. Conditions Precedent to Seller's Obligations: Seller's obligation to sell the Property shall be subject to the following conditions precedent:

  • Buyer shall provide Seller with a satisfactory title insurance policy.

  • Buyer shall provide Seller with a satisfactory survey of the Property.

3.2. Conditions Precedent to Buyer's Obligations: Buyer's obligation to purchase the Property shall be subject to the following conditions precedent:

  • Seller shall provide Buyer with a satisfactory title report.

  • Seller shall provide Buyer with a satisfactory survey of the Property.

4. Default and Remedies

4.1. Default: If either party fails to perform its obligations under this Agreement, the non-defaulting party shall have the right to terminate this Agreement and pursue all available legal remedies.

4.2. Remedies: In the event of a default, the non-defaulting party shall be entitled to, but not limited to, the following remedies:

  • Specific performance of this Agreement.

  • Damages for breach of contract.

  • Rescission of this Agreement.

5. Miscellaneous

5.1. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the Republic of Kenya.

5.2. 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 mail, return receipt requested, or sent by overnight courier service, addressed as follows:

  • If to Seller: [Seller Address]

  • If to Buyer: [Buyer Address]

5.3. Entire Agreement: This Agreement 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.

5.4. Severability: If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.

5.5. Waiver: No waiver of any breach of this Agreement shall be deemed a waiver of any subsequent breach.

5.6. Assignment: This Agreement may not be assigned by either party without the prior written consent of the other party.

5.7. Binding Effect: This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

5.8. Counterparts: This Agreement 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.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

[Seller Signature]

[Seller Name]

[Buyer Signature]

[Buyer Name]

6. Case Laws

Case Law 1:

  • Case Name: [Case Name]

  • Citation: [Citation]

  • Facts: [Briefly summarize the facts of the case]

  • Issue: [State the legal issue in the case]

  • Holding: [State the court's holding]

  • Relevance: [Explain how this case law is relevant to the Purchase Agreement]

Case Law 2:

  • Case Name: [Case Name]

  • Citation: [Citation]

  • Facts: [Briefly summarize the facts of the case]

  • Issue: [State the legal issue in the case]

  • Holding: [State the court's holding]

  • Relevance: [Explain how this case law is relevant to the Purchase Agreement]

Case Law 3:

  • Case Name: [Case Name]

  • Citation: [Citation]

  • Facts: [Briefly summarize the facts of the case]

  • Issue: [State the legal issue in the case]

  • Holding: [State the court's holding]

  • Relevance: [Explain how this case law is relevant to the Purchase Agreement]

7. Sources

  • Source 1

  • Source 2

  • Source 3

8. TLDR

This Purchase Agreement outlines the terms and conditions for the sale and purchase of a property in Kenya. It includes representations and warranties, conditions precedent, default and remedies, and miscellaneous provisions.

9. Conclusion

This Purchase Agreement is a legally binding document that outlines the terms and conditions for the sale and purchase of the Property. It is important for both the Seller and the Buyer to carefully review the Agreement and seek legal advice before signing.


Sample Purchase Agreement


This Purchase Agreement (the "Agreement") is made and entered into as of [Date] by and between [Seller Full Name], a [State] [Entity Type] with a principal place of business at [Seller Address] (the "Seller"), and [Buyer Full Name], a [State] [Entity Type] with a principal place of business at [Buyer Address] (the "Buyer").

WHEREAS, Seller desires to sell and Buyer desires to purchase the following property (the "Property"):

  • Legal Description: [Legal Description of Property]

  • Address: [Address of Property]

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. Sale and Purchase

1.1. Sale of Property: Seller agrees to sell, convey, and transfer to Buyer, and Buyer agrees to purchase from Seller, the Property, free and clear of all liens and encumbrances, except as specifically permitted by this Agreement.

1.2. Purchase Price: The purchase price for the Property (the "Purchase Price") shall be [Amount] ([Currency]).

1.3. Payment Terms:

  • Down Payment: Buyer shall pay to Seller a non-refundable down payment of [Amount] ([Currency]) upon the execution of this Agreement.

  • Balance of Purchase Price: The balance of the Purchase Price shall be paid by Buyer to Seller at the closing of this transaction (the "Closing").

1.4. Closing: The Closing shall take place on or before [Date] at [Location] (the "Closing Date").

2. Representations and Warranties

2.1. Seller Representations and Warranties: Seller represents and warrants to Buyer that:

  • Seller has full right, power, and authority to sell the Property.

  • The Property is free and clear of all liens and encumbrances, except as specifically permitted by this Agreement.

  • Seller is not aware of any environmental contamination or hazardous materials on the Property.

  • Seller has complied with all applicable laws and regulations in connection with the ownership and operation of the Property.

2.2. Buyer Representations and Warranties: Buyer represents and warrants to Seller that:

  • Buyer has full right, power, and authority to purchase the Property.

  • Buyer has inspected the Property and is satisfied with its condition.

  • Buyer has obtained all necessary financing for the purchase of the Property.

3. Conditions Precedent

3.1. Conditions Precedent to Seller's Obligations: Seller's obligation to sell the Property shall be subject to the following conditions precedent:

  • Buyer shall provide Seller with a satisfactory title insurance policy.

  • Buyer shall provide Seller with a satisfactory survey of the Property.

3.2. Conditions Precedent to Buyer's Obligations: Buyer's obligation to purchase the Property shall be subject to the following conditions precedent:

  • Seller shall provide Buyer with a satisfactory title report.

  • Seller shall provide Buyer with a satisfactory survey of the Property.

4. Default and Remedies

4.1. Default: If either party fails to perform its obligations under this Agreement, the non-defaulting party shall have the right to terminate this Agreement and pursue all available legal remedies.

4.2. Remedies: In the event of a default, the non-defaulting party shall be entitled to, but not limited to, the following remedies:

  • Specific performance of this Agreement.

  • Damages for breach of contract.

  • Rescission of this Agreement.

5. Miscellaneous

5.1. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the Republic of Kenya.

5.2. 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 mail, return receipt requested, or sent by overnight courier service, addressed as follows:

  • If to Seller: [Seller Address]

  • If to Buyer: [Buyer Address]

5.3. Entire Agreement: This Agreement 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.

5.4. Severability: If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.

5.5. Waiver: No waiver of any breach of this Agreement shall be deemed a waiver of any subsequent breach.

5.6. Assignment: This Agreement may not be assigned by either party without the prior written consent of the other party.

5.7. Binding Effect: This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

5.8. Counterparts: This Agreement 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.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

[Seller Signature]

[Seller Full Name]

[Buyer Signature]

[Buyer Full Name]


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