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Draft a Purchase Agreement for a buyer and seller

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Purchase Agreement

Introduction
Parties
Subject Matter
Purchase Price and Payment
Completion
Title and Possession
Representations and Warranties
Default and Remedies
Entire Agreement
Governing Law and Jurisdiction
Notices
Severability
Waiver
Binding Effect
Counterparts
Expenses
Confidentiality
Miscellaneous

1. Introduction

This Purchase Agreement (the "Agreement") is made and entered into as of [DATE] by and between [SELLER NAME], a [SELLER TYPE] with its principal place of business at [SELLER ADDRESS] (the "Seller"), and [BUYER NAME], a [BUYER TYPE] with its principal place of business at [BUYER ADDRESS] (the "Buyer").

2. Parties

The parties to this Agreement are the Seller and the Buyer, as defined above.

3. Subject Matter

The Seller agrees to sell and the Buyer agrees to purchase the following property (the "Property"):

[Description of the Property]

4. Purchase Price and Payment

The purchase price for the Property (the "Purchase Price") shall be [AMOUNT] ([CURRENCY]). The Buyer shall pay the Purchase Price to the Seller as follows:

[Payment Schedule]

5. Completion

The closing of the sale of the Property (the "Closing") shall take place on [DATE] at [TIME] at [LOCATION] (the "Closing Date").

6. Title and Possession

The Seller shall deliver to the Buyer good and marketable title to the Property, free and clear of all liens and encumbrances, except as specifically permitted by this Agreement.
The Seller shall deliver possession of the Property to the Buyer on the Closing Date.

7. Representations and Warranties

Seller Representations and Warranties: The Seller represents and warrants to the Buyer that:
- The Seller has full right, power, and authority to enter into this Agreement and to sell the Property.
- The Property is free and clear of all liens and encumbrances, except as specifically permitted by this Agreement.
- The Seller is in compliance with all applicable laws and regulations relating to the Property.
- The Seller has not received any notice of any pending or threatened legal action or proceeding that could materially adversely affect the Property.
Buyer Representations and Warranties: The Buyer represents and warrants to the Seller that:
- The Buyer has full right, power, and authority to enter into this Agreement and to purchase the Property.
- The Buyer has the financial resources to complete the purchase of the Property.

8. Default and Remedies

Default: A party shall be deemed to be in default of this Agreement if it fails to perform any of its obligations hereunder and such failure is not cured within [NUMBER] days after written notice from the other party.
Remedies: In the event of a default by either party, the non-defaulting party shall have the right to pursue any and all remedies available at law or equity, including, without limitation, the right to terminate this Agreement, to seek specific performance, and to recover damages.

9. 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.

10. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the Republic of Kenya. Any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the courts of Kenya.

11. 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 the Seller:
- [SELLER ADDRESS]
If to the Buyer:
- [BUYER ADDRESS]

12. Severability

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

13. Waiver

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

14. Binding Effect

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

15. 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.

16. Expenses

Each party shall bear its own expenses incurred in connection with this Agreement.

17. Confidentiality

The parties agree to hold confidential all information disclosed by the other party pursuant to this Agreement, except to the extent such information is already in the public domain or is required to be disclosed by law.

18. Miscellaneous

This Agreement may be amended only by a written instrument signed by both parties. This Agreement shall not be assigned by either party without the prior written consent of the other party.

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

[SELLER NAME]

By: [NAME]

Title: [TITLE]

[BUYER NAME]