Form 4-33

Letter of Intent

[Date]

[Name and address of seller]

Re:   Letter of intent [describe transaction]
[describe property by address or lot and block number, city, county, state]

[Salutation]

The attached exhibits and this letter of intent (collectively, this “Letter”) outline the business points under which [name of buyer] (“Buyer”) will consider acquiring the property described above (the “Property”) from [name of seller] (“Seller”). Buyer is interested in pur­chasing the Property on the general terms referenced in this Letter.

1.Contract.      No right or obligation of either party, except those specifically set forth in the binding agreements relating to the proposed transaction listed in the attached Exhibit A, will arise until the execution of a real estate sales contract (the “Contract”) incorpo­rating the essential terms of this Letter and other terms and conditions satisfactory to both par­ties. Except as otherwise agreed by the parties, the Contract will be prepared on the most current form of real estate sales contract published by the State Bar of Texas in its Texas Real Estate Forms Manual. The initial draft of the Contract will be prepared by Seller’s attorney within [number] days after the effective date of this Letter and distributed contemporaneously to all parties by [describe method of delivery].

2.Payment of the Purchase Price.      The purchase price will be paid by wire transfer of immediately available funds to the escrow agent at closing.

3.Title.      Title will be conveyed free and clear of all defects, liens, encumbrances, and easements, except as approved by Buyer during the title review period specified in the Contract.

4.Effect.      Each party agrees that this Letter is intended only to set forth the discus­sions of the parties and will not constitute a complete statement of the agreement or be a legally binding or enforceable agreement or commitment on the part of either party with respect to the matters described herein (except with respect to the binding agreements relating to the proposed transaction listed in Exhibit A, which will be fully enforceable and will sur­vive the termination of this Letter, the termination of the Contract, and the closing of any transaction). This Letter is not intended to impose on either party an enforceable duty or obli­gation to negotiate toward or conclude any such agreement or commitment. Each party acknowledges that, except with respect to the binding agreements relating to the proposed transaction listed in Exhibit A, in no event will any discussions, negotiations, or other commu­nications between the parties regarding this Letter or the terms contained herein rise to the level of an oral or written agreement. The parties have no obligation of good faith and fair dealing. The parties’ respective legal obligations will otherwise arise, if at all, solely from a fully executed Contract.

5.Counterparts.      If this Letter is executed in multiple counterparts, all counterparts taken together will constitute this Letter.

6.Exclusive Negotiations.      Until 5:00 p.m. on [date], Seller will negotiate only with Buyer for the sale of the Property.

Binding/Nonbinding Nature

Seller and Buyer are not legally bound to enter into the transaction described herein unless and until the Contract is executed by Buyer. Seller and Buyer are bound to comply with the provisions specifically listed as binding agreements. Seller and Buyer each acknowledge receipt of $10.00 and other valuable consideration, which each such party accepts as legally sufficient to bind such party to perform the binding agreements.

If the foregoing meets with your approval, please sign and return the enclosed duplicate copy of this Letter on or before 5:00 p.m. central [standard/daylight saving] time on [date]. An electronic copy of this Letter executed by you will be considered an original. This Letter is effective on the date of the last of the signatures by Seller and Buyer. We look forward to receiving your prompt response.

Sincerely,

   
[Name of buyer]
[a/an] [individual/partnership/limited
      partnership/corporation]

By:

   
[Name of representative]
[Title]

Agreed to and accepted on [date].

___________________________________
[Name of seller],
[a/an] [individual/partnership/limited partnership/corporation]

By:
___________________________________
Name of representative
___________________________________
Title

Exhibit A

Nonbinding Terms of Proposed Transaction

Seller:

Address:

Phone:

E-mail:

Type of entity:

Seller’s Attorney:

Law Firm:

Address:

Phone:

E-mail:

Seller’s Sales Agent:

Brokerage Firm:

Address:

Phone:

E-mail:

Buyer:

Address:

Phone:

E-mail:

Type of entity:

Buyer’s Attorney:

Law Firm:

Address:

Phone:

E-mail:

Buyer’s Sales Agent:

Brokerage Firm:

Address:

Phone:

E-mail:

Underwriter:

Escrow Agent:

Address:

Phone:

E-mail:

[Include if applicable: Estimated] Purchase Price

Cash portion:

Seller-financed portion (principal amount of note):

Third-party-financed portion:

Total purchase price:

Earnest Money

[Initial] Earnest Money:

[Additional Earnest Money:]

 

Deadlines and Closing Date

1.[Initial] Earnest Money deadline: [date]

2.Delivery of Title Commitment: [[date]/[number] days after the Contract effective date]

3.Delivery of Survey: [[date]/[number] days after the Contract effective date]

4.Delivery of UCC Search: [[date]/[number] days after the Contract effective date]

5.Delivery of legible copies of instruments referenced in the Title Commitment, Survey, and UCC Search: [[date]/[number] days after the Contract effective date]

6.Delivery of Title Objections: [[date]/[number] days after delivery of items 1.–5.]

7.Delivery of Seller’s records as specified in the Contract: [[date]/[number] days after the Contract effective date]

8.End of Inspection Period: [[date]/[number] days after the Contract effective date]

9.Additional Earnest Money Deadline: [[date]/[number] days after the end of the Inspection Period]

[9./10.]    Closing Date: [[date]/[number] days after the end of the Inspection Period]

[10./11.]    Closing Time: [time]

Binding Agreements Relating to Proposed Transaction

1.If the Contract is not finally negotiated, signed by all parties, and tendered to Escrow Agent with the earnest money within [number] days of the effective date of this Let­ter, this Letter will terminate.

2.Seller agrees to abate all marketing efforts for the Property during the term of this Letter. Any existing signs may remain. Any ordered advertising will be canceled, if cancel­able without penalty; otherwise ordered advertising may proceed, but no additional advertis­ing may occur. Brokers and prospective buyers will not be shown the Property and may be given only currently available printed information about the Property prepared by Seller’s Sales Agent.

3.Except as may be required by law or to its own attorney, advisors, and existing or prospective lenders or investors, no party to this Letter nor any affiliate will disclose the exis­tence of this Letter, names of the parties, or the transaction contemplated herein; or issue any press release or make any other disclosure to a nonaffiliated third person concerning the exis­tence of this Letter or the matters contained herein without the written consent of each party.

4.Each party will pay its own expenses related to this Letter and the Contract.

5.Unless Seller agrees otherwise, Buyer is not permitted to enter into the Property for the purpose of inspecting it before the execution of the Contract. If Buyer is permitted by Seller to enter the Property for the purpose of inspecting it before the execution of the Con­tract, Buyer will indemnify, defend, and hold Seller harmless from and against any losses, damages, costs, expenses, or claims arising in connection with or out of such entry and inspec­tion by Buyer.

Exhibit B

Description of the Land [and Personal Property]

That certain tract of land more particularly described as [property].

All personal property associated with the Land and Improvements, except the follow­ing: [list exceptions].

The following described personal property: [describe property].