Conjunctional Sale Agreement Template

CONJUNCTIONAL SALE AGREEMENT

This Conjunctional Sale Agreement ("Agreement") is made and entered into as of by and between Seller Name: , an entity or individual whose address is (collectively "Seller"), and Buyer Name: , whose address is ("Buyer"). Seller and Buyer are each a "Party" and together the "Parties."

RECITALS

WHEREAS, Seller holds certain real property commonly known as and legally described as set forth below; and

WHEREAS, Seller desires to sell, and Buyer desires to purchase, the Property on the terms and subject to the conditions set forth in this Agreement; and

WHEREAS, Seller is executing this Agreement jointly and in conjunction with any co-owners identified in Seller Name above and agrees that obligations arising hereunder are joint and several unless otherwise expressly provided.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, 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 described as:

2. PURCHASE AND SALE

Seller agrees to sell and convey to Buyer, and Buyer agrees to purchase from Seller, the Property on the terms and subject to the conditions set forth in this Agreement.

3. PURCHASE PRICE; PAYMENT

The total purchase price for the Property shall be $ (the "Purchase Price"), payable as follows:

(a) Earnest money deposit to be delivered to Escrow Agent in the amount of $ upon execution of this Agreement; and

(b) The balance of the Purchase Price shall be paid at Closing by wire transfer of immediately available funds, cashier's check, or other instrument acceptable to Seller.

4. CLOSING

Closing shall occur on or before at the offices of or other mutually agreed location. At Closing, Seller shall deliver to Buyer a duly executed general warranty deed (or other instrument required by applicable law) conveying marketable fee simple title, subject only to Permitted Exceptions.

5. REPRESENTATIONS AND WARRANTIES

5.1 Seller represents and warrants to Buyer that: (a) Seller owns the Property free and clear of all liens, encumbrances and rights of third parties except as disclosed in writing to Buyer prior to the Effective Date; (b) Seller has full corporate or individual power and authority to execute and perform this Agreement; and (c) no action, suit or proceeding is pending or, to Seller's knowledge, threatened that would impair Seller's ability to perform.

5.2 Buyer represents and warrants to Seller that Buyer has full power and authority to enter into this Agreement and perform its obligations at Closing.

6. CONDITIONS PRECEDENT

The obligations of Buyer to close are subject to the satisfaction at or prior to Closing of the following conditions precedent: (a) receipt of an acceptable title commitment; (b) any agreed inspections and surveys; and (c) no material adverse change in the condition of the Property prior to Closing. If any condition precedent is not satisfied or waived in writing by the affected Party, the non-breaching Party may terminate this Agreement and recover the earnest money in accordance with the Escrow instructions.

7. POSSESSION; RISK OF LOSS

Possession of the Property shall be delivered to Buyer at Closing, subject to tenant rights if any disclosed in writing. Between the Effective Date and Closing, risk of loss shall remain with Seller; if material damage occurs prior to Closing, Buyer may elect to terminate this Agreement or accept the Property with an adjustment to the Purchase Price to reflect the cost to repair.

8. REPRESENTATIONS REGARDING JOINT SALE

Seller represents that all co-owners of the Property have consented to this transaction and that Seller has full authority to bind such co-owners. Liability and performance obligations of co-owners arising under this Agreement shall be joint and several unless the Parties expressly agree otherwise in writing.

9. INDEMNIFICATION

Each Party shall indemnify, defend and hold harmless the other Party from and against any and all claims, damages, losses and liabilities (including reasonable attorneys' fees) arising from the indemnifying Party's breach of this Agreement, willful misconduct, or negligence. Seller's indemnity survives Closing with respect to matters arising prior to Closing.

10. DEFAULT; REMEDIES

If Buyer fails to perform its obligations at Closing, Seller may terminate this Agreement and retain the earnest money as liquidated damages, not as a penalty, or pursue specific performance or other available remedies. If Seller fails to close in breach of this Agreement, Buyer may seek specific performance, termination with return of deposit, or damages in accordance with applicable law.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered by personal delivery, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses below or to such other address as a Party designates by notice.

12. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of . Any action to enforce this Agreement shall be brought exclusively in the state or federal courts located in the county in which the Property is located, and the Parties hereby submit to personal jurisdiction of such courts.

13. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, including all exhibits and documents incorporated by reference, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, agreements, and understandings. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be severed and the remaining provisions shall continue in full force and effect.

14. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument executed by both Parties. No waiver of any breach or failure to enforce any provision shall be valid unless in writing and signed by the Party against whom enforcement is sought. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

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