ALTA Legal Document

ALTA LEGAL DOCUMENT

This ALTA Legal Document (this Agreement) is made effective as of by and between Party A: (referred to herein as "Seller") and Party B: (referred to herein as "Buyer").

RECITALS

WHEREAS, Seller is the owner of certain real property and improvements located at: , legally described as:

WHEREAS, the parties desire to provide for the conveyance of the Property and to establish terms for closing, delivery of title insurance in accordance with ALTA standards, prorations, and other matters pertaining to settlement and recordation; and

WHEREAS, the parties intend that the conveyance be accomplished by conveyance documents and the issuance of an ALTA-compliant title insurance policy at Closing in favor of Buyer, subject to permitted exceptions as set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below: "Property" means the real property and improvements described in the Legal Description. "Closing" means the consummation of the conveyance of the Property in accordance with Section 4. "Title Company" means the title insurer selected by Buyer to issue an ALTA-form owner’s policy of title insurance pursuant to Section 5.

2. PURCHASE PRICE AND PAYMENT

The purchase price for the Property (the Purchase Price) shall be payable as follows: earnest money deposit of to be delivered to escrow within days of the Effective Date; the balance due at Closing by wire transfer or certified funds.

3. CLOSING

Closing shall occur on or before at the offices of the Title Company or at such other mutually agreed place and time. At Closing, Seller shall execute and deliver a good and sufficient Warranty Deed conveying the Property free and clear of all liens and encumbrances except Permitted Exceptions. Buyer shall deliver the Purchase Price in immediately available funds.

4. TITLE AND TITLE INSURANCE

Seller shall, at Seller's expense, furnish to Buyer a current preliminary title commitment issued by the Title Company showing marketable fee simple title in Seller and listing exceptions. At Closing, Buyer shall obtain, at Buyer's expense, an ALTA-form owner's title insurance policy in the amount of the Purchase Price insuring fee simple title to the Property vested in Buyer, subject only to Permitted Exceptions. If Title Company objects to any matters shown as exceptions, Seller shall have the right to cure such objections prior to Closing; if Seller cannot cure them within the Cure Period, Buyer may elect to terminate this Agreement or accept title with specified exceptions.

5. PRORATIONS AND ADJUSTMENTS

Real estate taxes, assessments, rents, utilities, and other customary items shall be prorated as of the date of Closing. Any prepayments or deposits relating to the Property shall be credited to the party entitled thereto under customary local practice. All prorations shall be final as of Closing and reflected in the Closing Statement.

6. REPRESENTATIONS AND WARRANTIES

Seller represents and warrants that: (a) Seller has full power and authority to enter into this Agreement and to convey the Property; (b) there are no undisclosed material defects to the Property known to Seller that would materially impair use or value; and (c) Seller is not a foreign person for purposes of applicable transfer withholding statutes unless disclosed in writing. Buyer represents and warrants that Buyer has authority and funds necessary to perform Buyer's obligations at Closing.

7. CONDITIONS PRECEDENT

The obligations of each party to close are subject to the satisfaction or waiver of customary conditions precedent, including the receipt of the title insurance policy described in Section 4, the execution of all conveyancing documents, and the absence of any material adverse change in the condition of the Property prior to Closing.

8. INDEMNITY; LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against any claims, damages or liabilities arising from its breach of this Agreement or from its acts or omissions in connection with the Property prior to Closing. EXCEPT FOR WILLFUL MISCONDUCT OR FRAUD, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

9. DEFAULT AND REMEDIES

Upon material breach by either party, the non-breaching party shall provide written notice and a reasonable opportunity to cure. If the breach is not cured within the applicable cure period, the non-breaching party may pursue specific performance, damages, or termination as permitted by law. The parties acknowledge that equitable relief including specific performance may be an appropriate remedy for breach of the obligations to convey or accept delivery of marketable title.

10. NOTICES

All notices under this Agreement shall be in writing and delivered personally, by nationally recognized overnight courier, or by certified mail, return receipt requested, to the addresses set forth below, or to such other address as a party designates by notice in accordance with this Section.

11. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended or modified only by a written instrument executed by both parties. No failure or delay by a party in exercising any right under this Agreement will operate as a waiver of that right. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

13. MISCELLANEOUS PROVISIONS

The parties agree to cooperate and execute such further documents as may be reasonably necessary to effectuate the transactions contemplated by this Agreement. Time is of the essence with respect to all dates and deadlines set forth herein unless otherwise expressly provided.

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