ALTA Signed Document

ALTA Signed Document

This ALTA Signed Document (the "Document") is made as of between Buyer Name: , Buyer Address: , and Seller Name: , Seller Address: .

RECITALS

WHEREAS, Buyer and Seller are parties to a purchase and sale transaction concerning the real property commonly known as (the "Property"); and

WHEREAS, the parties intend to confirm and memorialize certain deliverables, acknowledgments, and certifications in a form acceptable to the title company and in conformity with American Land Title Association ("ALTA") practices; and

WHEREAS, the parties wish to make representations and provide notices and acknowledgments necessary to facilitate issuance of title insurance and closing of the transaction.

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

Capitalized terms used but not defined in this Document shall have the meanings ascribed to them in the purchase and sale agreement governing the transaction. For purposes of this Document, "Title Company" means .

2. ALTA ACKNOWLEDGMENTS AND DELIVERABLES

Seller and Buyer each acknowledge that they have delivered to the Title Company all documents, affidavits, releases, estoppel certificates, and other items reasonably required by the Title Company to issue the ALTA Owner's or Lender's Title Insurance Policy(ies) contemplated by the transaction (collectively, the "Deliverables"). Each party represents that the Deliverables are true, complete, and accurate as of the date of execution of this Document.

The parties further acknowledge that the Title Company may require additional documentation or corrected instruments prior to or after closing to address matters disclosed in the title commitment, and the parties shall cooperate in good faith to provide such items.

3. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other as of the date hereof: (a) it has the full corporate, trust, partnership or individual authority to enter into and perform this Document; (b) the execution and delivery of this Document and the performance of its obligations hereunder will not violate any law, judgment, contractual restriction, or other instrument binding on such party; and (c) there are no undisclosed liens, encumbrances, or title exceptions affecting the Property except as reflected in the title commitment delivered to the parties.

4. COVENANTS

From and after the date hereof until the earlier of closing or termination of the underlying transaction, each party covenants to: (a) preserve the status of the Property; (b) refrain from creating or permitting any new encumbrance that would materially impair the Title Company's ability to issue the required ALTA policy(ies); and (c) promptly notify the other party in writing of any matter that may materially affect title or the validity of any Deliverable.

5. INDEMNIFICATION

Each party (an "Indemnifying Party") shall indemnify, defend and hold harmless the other party (an "Indemnified Party") from and against any and all claims, losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from any breach of the representations, warranties or covenants made by the Indemnifying Party in this Document; provided, however, that indemnity shall be limited to losses caused by the Indemnifying Party's acts or omissions and shall be subject to any limitations on recoverable damages set forth in the controlling purchase and sale agreement.

6. CONDITIONS PRECEDENT

The obligations of the parties under this Document are subject to customary conditions precedent, including without limitation: (a) the Title Company agreeing to issue title insurance in the form and amount required by the transaction; (b) delivery of all requested Deliverables; and (c) no material adverse change in the condition of title to the Property prior to closing.

7. NOTICES

All notices, requests, consents and other communications required or permitted under this Document shall be in writing and shall be delivered to the addresses set forth below (or to such other address as either party may designate by notice):

8. GOVERNING LAW

This Document shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

9. ENTIRE AGREEMENT

This Document, together with the purchase and sale agreement and any exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

10. SEVERABILITY

If any provision of this Document is determined to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby.

11. AMENDMENT; WAIVER

No amendment or waiver of any provision of this Document shall be effective unless in writing and signed by the party against whom enforcement is sought. The failure of any party to enforce any provision of this Document shall not be deemed a waiver of future enforcement of that or any other provision.

12. COUNTERPARTS

This Document may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by electronic image or facsimile shall be binding for all purposes.

13. PROPERTY DESCRIPTION

14. ENTITY TYPE

Indicate entity type for Buyer: Individual Corporation Limited Liability Company

Indicate entity type for Seller: Individual Corporation Limited Liability Company

15. CERTIFICATION

Each signatory below certifies under penalty of perjury that the information provided in this Document is true and correct to the best of such signatory's knowledge, that such signatory is authorized to execute this Document on behalf of the party identified, and that execution and delivery of this Document is not prohibited by any agreement or law binding on the party.

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