Sample "Master Lease Purchase Agreement" - Ohio

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Download Sample "Master Lease Purchase Agreement" - Ohio

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MASTER LEASE PURCHASE AGREEMENT
(Sample Only)
THIS MASTER LEASE PURCHASE AGREEMENT (“Master Lease”) is entered into as
of this ____ day of ____________, 20___, by and between XYZ Investments, LLC, an Ohio
limited liability company, whose address is ___________________________ (the “Owner”) and
George W. Bush, an umarried individual, whose address is 1002 Bridge Pointe Drive,
Coldsprings, KY 41076 (the “Purchaser”) provides as follows:
ARTICLE 1.
PURCHASE AND SALE
Owner agrees to sell and convey and Purchaser agrees to purchase and pay for, upon the
terms, conditions and covenants contained herein, certain real property, and all improvements
located thereon, as more specifically described as follows (the “Property” or the “Premises”);
SEE EXHIBIT “A” ATTACHED HERETO
AND MADE A PART HEREOF
Being the property conveyed by deed recorded in Official Record Book 9902, Page 308
of the Hamilton County, Ohio Recorder’s Office
The Property shall include the land, all appurtenant rights, privileges and easements and
all fixtures.
ARTICLE 2.
PURCHASE PRICE AND PAYMENT
Section 2.1
Purchaser shall pay Owner for the purchase price of the Property the sum
of Five Hundred Five Thousand and 00/100 Dollars ($505,000.00) (“Purchase Price”) payable as
follows:
(a)
Purchaser shall pay Owner Fifteen Thousand and 00/100 Dollars
($15,000.00) of the Purchase Price in cash upon the execution of this Master Lease.
(b)
The remaining balance of the Purchase Price of Four Hundred Ninety
Thousand and 00/100 Dollars ($490,000.00) will bear interest from the date hereof on the
unpaid balance at the rate of Four and Nine-Tenths Percent (4.9%) per annum. Interest
on the unpaid balance shall be payable in monthly installments of Two Thousand and
83/100 Dollars ($2,000.83) each on October 1, 20__, November 1, 20)), December 1,
20__ and January 1, 20__; provided, however that interest for a partial month, as
applicable, shall be prorated accordingly. Subject to the remaining terms of this Master
Lease, all amounts remaining unpaid, including principal and interest, shall become due
and payable in full on January 20, 20__.
Notwithstanding the preceding, if the
contingency described in Section 2.5 is not satisfied in full on or before January 20, 20__,
this Master Lease shall be deemed null and void, except that any unpaid interest
MASTER LEASE PURCHASE AGREEMENT
(Sample Only)
THIS MASTER LEASE PURCHASE AGREEMENT (“Master Lease”) is entered into as
of this ____ day of ____________, 20___, by and between XYZ Investments, LLC, an Ohio
limited liability company, whose address is ___________________________ (the “Owner”) and
George W. Bush, an umarried individual, whose address is 1002 Bridge Pointe Drive,
Coldsprings, KY 41076 (the “Purchaser”) provides as follows:
ARTICLE 1.
PURCHASE AND SALE
Owner agrees to sell and convey and Purchaser agrees to purchase and pay for, upon the
terms, conditions and covenants contained herein, certain real property, and all improvements
located thereon, as more specifically described as follows (the “Property” or the “Premises”);
SEE EXHIBIT “A” ATTACHED HERETO
AND MADE A PART HEREOF
Being the property conveyed by deed recorded in Official Record Book 9902, Page 308
of the Hamilton County, Ohio Recorder’s Office
The Property shall include the land, all appurtenant rights, privileges and easements and
all fixtures.
ARTICLE 2.
PURCHASE PRICE AND PAYMENT
Section 2.1
Purchaser shall pay Owner for the purchase price of the Property the sum
of Five Hundred Five Thousand and 00/100 Dollars ($505,000.00) (“Purchase Price”) payable as
follows:
(a)
Purchaser shall pay Owner Fifteen Thousand and 00/100 Dollars
($15,000.00) of the Purchase Price in cash upon the execution of this Master Lease.
(b)
The remaining balance of the Purchase Price of Four Hundred Ninety
Thousand and 00/100 Dollars ($490,000.00) will bear interest from the date hereof on the
unpaid balance at the rate of Four and Nine-Tenths Percent (4.9%) per annum. Interest
on the unpaid balance shall be payable in monthly installments of Two Thousand and
83/100 Dollars ($2,000.83) each on October 1, 20__, November 1, 20)), December 1,
20__ and January 1, 20__; provided, however that interest for a partial month, as
applicable, shall be prorated accordingly. Subject to the remaining terms of this Master
Lease, all amounts remaining unpaid, including principal and interest, shall become due
and payable in full on January 20, 20__.
Notwithstanding the preceding, if the
contingency described in Section 2.5 is not satisfied in full on or before January 20, 20__,
this Master Lease shall be deemed null and void, except that any unpaid interest
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payments described in this Section 2.1(b) shall remain due and payable and no part of the
amount described in Section 2.1(a) shall be refunded to Purchaser.
Section 2.2
All payments shall be made to Owner at the address stated above, or to
such person or place as Owner may direct from time to time by written notice to Purchaser.
Section 2.3
If Purchaser fails to make any installment due under this Master Lease
within ten (10) days of its due date, the interest rate on amounts past due shall increase by four
percent (4.0%) per annum or the maximum rate allowed by law, whichever is less.
Section 2.4
The unpaid principal balance under this Master Lease may be prepaid in
full or in part at any time without premium or penalty.
Section 2.5
Notwithstanding the foregoing, if Purchaser, after the exercise of due
diligence, is unable for any reason to secure a mortgage loan on the Premises on or before
January 20, 20__, then, unless agreed otherwise in writing by Purchaser and Owner, this Master
Lease shall automatically become null and void at the close of business on January 20, 20__.
Upon such event, each party hereto shall be completely relieved of its obligations to the other
party, except that any unpaid interest payments described in this Section 2.1(b) shall remain due
and payable and no part of the amount described in Section 2.1(a) shall be refunded to Purchaser.
Purchaser agrees to act in good faith to attempt to obtain a mortage loan on a timely basis as
contemplated by this Section.
Section 2.6
Owner acknowledges that Purchaser is awaiting receipt of an ALTA
survey of the Property. If the survey discloses defects as to the property and Purchaser does not
pay-off the entire Purchase Price on or before January 20, 20__ as a result of such defects,
Purchaser may terminate this Master Lease, and Owner shall thereupon promptly return to
Purchaser the amount described in Section 2.1(a) above.
Section 2.7
Upon execution of this Master Lease, Owner shall deliver to Purchaser the
full amount of rent due (whether or not yet paid) by all tenants of the Property for the month that
the Date of Possession occurs, less the prorated portion due to Owner. Uncollected rents shall be
the responsibility of Owner.
ARTICLE 3.
POSSESSION AND CONDITION OF PREMISES
Section 3.1
Purchaser shall have exclusive possession of the Property commencing on
the date of execution of this Master Lease (“Date of Possession”), and continuing thereafter so
long as Purchaser is not in default under this Master Lease.
Section 3.2
By occupying the Property, Purchaser acknowledges that he has inspected
the Property, and on the basis of such inspection, accepts the Property in its present condition.
Notwithstanding the preceding, Owners represents and warrants to Purchaser that the items
described on Exhibit C attached hereto and incorporated herein have by satisfactorily completed
on or prior to the Date of Possession.
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ARTICLE 4.
USE AND OCCUPANCY
Section 4.1
Purchaser agrees to occupy the Property in compliance with all applicable
laws, statutes, ordinances, orders, rules, regulations and requirements of any body or agency
having jurisdiction, supervision or control over the use or maintenance of the Property.
ARTICLE 5.
TAXES AND UTILITIES
Section 5.1
Purchaser shall pay, when due, all charges incurred for all utility services
used or consumed on the Property from and after the Date of Possession.
Section 5.2
Property Taxes.
(a)
Purchaser shall owe and be responsible for all real estate taxes and
assessments on the Property from the Date of Possession and thereafter. Owner shall
owe and be responsible for all real estate taxes and assessments prior to the Date of
Possession. Notwithstanding the preceding, real estate taxes and assessments shall be
prorated as of the Date of Possession with Owner being responsible for all taxes accruing
prior thereto.
(b)
During the term of this Master Lease, Purchaser shall pay the semi-annual
installments of real estate taxes and assessments on the Property based on the County
Treasurer’s bill for such taxes and assessments mailed by Owner to Purchaser. Owner
agrees to timely mail to Purchaser all such bills providing at least thirty (30) days for
Purchaser to pay such amounts.
Purchaser agrees to timely pay the taxes.
Notwithstanding the preceding sentences of this Section, Owner shall be solely
responsible for installments of real estate taxes and assessments that accrue prior to the
Date of Possession.
Section 5.3
If Purchaser fails to pay for such utilities, taxes and assessments, Owner
may pay the same for Purchaser, and such payment so made shall be added to the indebtedness
due under this Master Lease, which shall be paid by Purchaser to the Owner on the first
installment date after Owner notifies Purchaser of said payment.
ARTICLE 6.
MAINTENANCE AND INSURANCE
Section 6.1
Purchaser shall keep and maintain the Property in as good a condition as it
is now, excepting ordinary wear and tear. Purchaser shall not, without the prior written consent
of Owner, make any structural alterations, additions or improvements to the Property, which
consent shall not be unreasonably withheld.
Section 6.2
Owner, at Purchaser's cost, shall insure the Premises against risk of loss
covered by fire and extended coverage insurance during the continuance of this Master Lease
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with a company or companies reasonably acceptable to Owner, in an amount at least equal to the
full replacement cost of all buildings and improvements on the Premises with Purchaser named
as an additional insured and loss payee and any mortgagee named as an additional insured and
loss payee. Any insurance proceeds payable under any such policy relating to a loss which is not
a total loss shall be disbursed by the parties solely to repair or restore the Premises. In the event
of a total loss, the proceeds of said insurance shall be payable to Owner to the extent of the
unpaid balance due hereunder with the remaining proceeds payable to Purchaser. A certificate
evidencing such insurance or a copy of the policies shall be delivered to Owner upon request. If
Owner fails to maintain such insurance, Purchaser may insure the Premises at Purchaser's
expense.
All risks of loss with respect to the Premises shall be borne by Purchaser, and any
damage to or destruction of the Premises, or any part thereof, or the taking of any part of the
Premises by eminent domain proceedings or otherwise, shall not give rise to any right of
cancellation of this Master Lease by either party.
ARTICLE 7.
INDEMNIFICATION
Purchaser agrees to indemnify and hold Owner harmless from and against any and all
actions, causes of action, claims, demands, expenditures, expenses, judgments and proceedings
based upon any act of negligence of Purchaser in connection with the Property and the use or
occupancy thereof.
ARTICLE 8.
CONDEMNATION
In the event the Property, or any part thereof, shall be damaged or taken by reason of any
public improvement or condemnation proceeding (whether or not a suit is filed in connection
therewith), Purchaser agrees that such proceeds or awards shall be payable to Owner to be
applied in satisfaction of Purchaser’s obligations under this Master Lease. Should said proceeds
exceed the balance due under this Master Lease, any such excess shall be repaid to Purchaser.
ARTICLE 9.
MORTGAGE OF THE PROPERTY
Owner represents to Purchaser that the only mortgages on the Property are described on
Exhibit B attached hereto and incorporated herein. Owner agrees that during the operation of
this Master Lease that it will not encumber the Property by placing thereon any mortgage, lien,
or other encumbrance, without the prior written consent of Purchaser. Owner shall keep any
mortgage on the Property in good standing and, in the event Owner should default on any such
mortgage, Purchaser may, at his option, cure such default, and all sums so paid by Purchaser
shall be credited by Owner to the payment of principal and interest under this Master Lease.
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ARTICLE 10.
REPRESENTATIONS, WARRANTIES AND COVENANTS
Section 10.1 Owner represents and warrants to Purchaser that it has made available to
Purchaser for his review by all books, leases agreements, current operating statements, current
rent roll, records and information relating to the Property in Owner’s possession or otherwise
conveniently available to Owner (“Records”). The Records shall include all title insurance
policies and commitments, surveys, engineering and environmental reports and studies, soil test
reports, notices and correspondence to and from governmental entities, and utility companies,
building plans and specifications and permits, licenses and other reports and correspondence
relating to the Property and the use thereof which are in Owner’s possession or otherwise
reasonably available to Owner. In no event shall Purchaser be deemed to have assumed any
contractual obligations relating to the Property unless specifically assumed by Purchaser. Owner
shall provide to Purchaser immediately prior to the execution of this Master Lease a certified rent
roll reflecting rents up to the Date of Possession.
Section 10.2 Owner represents, warrants, and covenants to Purchaser as to the
following matters as of the Date of Possession, and shall be deemed to remake all of the
following representations, warranties, and covenants as of the date of conveyance described in
Article 11 below (subject to Purchaser’s to changes caused by Purchaser’s actions or omissions).
Matters describing due inquiry by Owner includes, without limitation, inquiries of the property
manager of the Property.
(a)
The execution and delivery of this Master Lease by Owner, the execution and
delivery of every other document and instrument delivered pursuant hereto by or
on behalf of Owner, and the consummation of the transactions contemplated
hereby have been duly authorized and validly executed and delivered by Owner,
and will not: (i) constitute or result in the breach of or default under any oral or
written agreement to which Owner is a party or which affects the Property; (ii)
constitute or result in a violation of any order, decree, or injunction with respect to
which the Owner and/or the Property is bound; (iii) cause or entitle any party to
have a right to accelerate or declare a default under any oral or written agreement
to which Owner is a party or which affects the Property; and/or (iv) violate any
provision of any municipal, state or federal law, statutory or otherwise, to which
Owner is or may be subject.
(b)
To the best of Owner’s knowledge, there is no pending or threatened litigation,
arbitration, administrative action or examination, claim, or demand whatsoever
relating to the Property and no attachments, execution proceedings, liens,
assignments, or insolvency proceedings are pending or threatened against Owner
or the Property or contemplated by Owner. Owner is not contemplating the
institution of insolvency proceedings.
(c)
Owner has no knowledge of any pending or contemplated eminent domain,
condemnation, or other governmental or quasi governmental taking of any part or
all of the Property.