Purchase & Sale Agreement (Cash)
Doc 03 + Rider Doc 14Full price, paid as cash contract
Says: we buy at full price; this contract is cash only — no financing terms on it.
Protects us: keeps the PSA clean and portable so it works with any state form; the financing lives in the security agreement.
Win-win: seller gets their full number.
Freely assignable, no consent, released after
Says: we can assign to any entity without asking the seller; once our assignee assumes, we're off the hook.
Protects us: we can wholesale/assign, take title in any entity, and walk away clean after handing it off.
Win-win: assignee must assume ALL seller protections (they survive).
21–45 days to cancel for any reason, full refund
Says: during diligence we can walk for any reason and get our earnest money back.
Protects us: a free look — no risk if the numbers, title, or condition don't check out.
Two 15-day extensions on notice
Says: we can push closing out twice if we need time (e.g., financing).
Protects us: we stay able to execute even if a lender is slow.
Access + seller signs what we need; clock runs from receipt
Says: our inspectors/appraisers/lenders get access; seller signs reasonable docs and delivers records; our deadlines don't start until they do.
Protects us: we can't be run out of time by a stalling seller, and lenders can underwrite.
If we default, seller keeps only the earnest money
Says: earnest money is the seller's sole remedy against us — no lawsuit for more, no forced purchase.
Protects us: our maximum loss is the EMD. Huge downside cap.
Win-win: seller still gets specific performance from us? No — but they get liquidated damages, which is standard.
Seller stands behind title/condition and covers pre-closing problems
Says: seller warrants title, no hidden liens/litigation, accurate disclosures; survives 12–24 months and they indemnify us.
Protects us: if a pre-closing lien or lie surfaces, the seller pays — not us.
If it burns/floods before closing, we choose
Says: on major damage we can cancel (refund) or proceed and take the insurance money.
Protects us: we're never forced to buy a damaged asset.
Seller-Financing / Security Agreement
Doc 04 + Rider Doc 14The ~67% becomes a capital contribution (or subordinate note)
Says: the unpaid balance is the seller's contribution into the LLC for a small equity stake (or a 2nd-lien note).
Protects us: keeps title clean and financeable; the seller is subordinate to our senior loan.
Win-win: seller gets paid in full at the balloon + protections below.
Pay it off anytime, no penalty
Says: we can pay the seller out early with no fee.
Protects us: total flexibility to refinance or sell whenever it's optimal.
Seller stays behind the senior lender and won't interfere
Says: seller signs subordination/standstill docs and won't act against the senior loan.
Protects us: the senior lender stays comfortable; our financing isn't jeopardized.
If we front money to save the deal, we're repaid first
Says: money we advance to cure the loan/taxes/insurance is repaid to us with priority, ahead of the seller.
Protects us: rescuing the deal never costs us our position.
Miss an obligated payment 60 days → seller takes 100%
Says: if we don't pay taxes/insurance/HOA/seller and don't cure in 60 days, the seller becomes 100% owner.
Win-win / keep it: this is the seller's safety net — it's what makes the whole thing fair and sellable. Don't strip it.
Still protects us: we get 60 days' notice to cure before anything happens.
LLC Operating Agreement
Doc 05 + Rider Doc 14We are the Managing Member with full control
Says: we run everything — operations, leasing, financing, refinance, sale, distributions, the bank account. Seller is passive.
Protects us: the seller can't interfere with how we operate or exit.
Win-win: seller's consent still required for the few Protective Covenants (no new liens, no equity-stripping, no sale that doesn't pay them).
We earn an asset-management fee + expense reimbursement
Says: we get a market management fee and our costs back, paid before member distributions.
Protects us: we get paid to run it, on top of cash flow and the back-end.
Operating profit goes to us
Says: after the loan and bills, net cash flow is distributed to the operator (us).
Protects us: we keep the monthly cash flow; the seller's return is the balloon, not a slice of rent.
We can sell/refi and make the seller cooperate
Says: on a sale/refi that pays the seller in full, they must consent and cooperate.
Protects us: the seller can't block our exit once they're being paid.
Seller can't force a sale; our principals aren't personally on the hook
Says: the passive seller can't force dissolution/partition; member liability is limited (carve-outs aside).
Protects us: control stays with us and personal exposure is capped.
We refinance and pay the seller; auto-extend 2–3 yrs if needed
Says: we pay the seller in full at the balloon; if the property can't refinance cleanly (vacancy/repair/market dip) it extends 2–3 years.
Protects us: the extension is OUR cushion too — no forced bad refinance; we elect timing in the window.
Win-win: framed to make the seller whole, not to stall.
Note, Assignment & Enforcement
Docs 07, 10 + Rider Doc 14Non-recourse with standard carve-outs
Says: the borrower entity owes the loan; our principals don't personally, except fraud/waste carve-outs.
Protects us: caps personal liability.
Once assigned, we're fully released and keep the fee
Says: after the assignee assumes, we have no further liability and keep our assignment fee.
Protects us: clean exit on a wholesale; our fee is locked.
Win-win: assignee must be able to perform and assumes seller obligations (vetting matters — see Risk).
Arbitration, our venue, prevailing-party fees, we can force performance
Says: disputes go to mediation then arbitration in our venue; the winner gets attorney fees; we can get specific performance against the seller.
Protects us: faster, cheaper, home-court enforcement; discourages frivolous claims.
Seller can't go around us to our lenders/partners
Says: the seller keeps terms confidential and won't deal directly with our lenders, partners, or assignees.
Protects us: protects our relationships and the deal.
Win-win guardrails (don't delete)
Docs 11, 14 §FSeller signs that they understand the structure
Says: the seller acknowledges in writing they're moving to a subordinated position and were told to get their own attorney/CPA.
Why keep it: this is our best protection against a "they misled me" claim — and it's the right thing. Honest disclosure makes aggressive terms defensible.
Seller keeps full price, payment in full, cure, and extension
Says: no matter how buyer-favorable the rest is, the seller's core protections survive.
Why keep it: a deal that survives honest explanation is one that closes and holds up. That's the real win.