Fill and Sign the Contract Provisions Form

Contract for the Sale of Commercial Property – Owner Financed with Provisions for Note and Purchase Money Mortgage and Security Agreement Agreement made on the __________________ (date) , between ___________________ (Name of Buyer) , a corporation organized and existing under the laws of the state of _________________, with its principal office located at ________________________________ ___________________________________________ (street address, city, county, state, zip code) , referred to herein as Buyer , and ________________________ (Name of Seller) , a corporation organized and existing under the laws of the state of ________________, with its principal office located at ________________________________________________________ _______________ (street address, city, county, state, zip code) , referred to herein as Seller . For and in consideration of the mutual benefits and obligations set forth in this agreement, the parties agree as follows: 1. Buyer agrees to purchase at a price of $____________ (dollar amount of purchase price) , on the terms set forth in this Agreement, the following-described real estate, located at ____________________________________________________________________________ (address of real estate) , and described as follows: (legal description of property) ________ ____________________________________________________________________________ ____________________________________________________________________________, together with the following personal property presently located on it: (description of personal property) ___________________________________________________________________ ___________________________________________________________________________ . 2. Seller agrees to sell the described real estate and personal property at the price and terms set forth in this Agreement, and to convey to Buyer title to the real estate and personal property by a recordable general warranty deed, and an appropriate bill of sale, subject only to: A. Covenants, conditions, and restrictions of record; B. Private, public, and utility easements and roads and highways; C. Party wall rights and agreements; D. Existing leases and tenancies as listed in Exhibit A , which is attached and incorporated by reference; E. Taxes or assessments for improvements not yet completed; F. Installments not due at the date of this Agreement of any tax or assessment for improvements previously completed; G. The deed of trust specified below; H. General taxes for the year ___________ (identification of year) and subsequent years; and I. (Describe any other title exceptions) ________________________________ _____________________________________________________________________ . 3. Buyer has paid $_____________ (dollar amount of deposit) as earnest money to be applied on the purchase price, and agrees to pay or satisfy the balance of the purchase price, plus or minus prorations, at the time of closing as follows: A. The payment of $______________ (dollar amount of payment at closing) . B. The balance payable as follows: $_______________ (dollar amount of mortgage loan) , to be evidenced by a Promissory Note of Buyer , providing for full prepayment privileges without penalty, which shall be secured by a deed of trust. Said Note and Deed of Trust shall be in the forms attached hereto as Exhibit B and Exhibit C , which are incorporated by this reference. The balance of said purchase price shall also be secured by a security agreement with the appropriate Uniform Commercial Code financing statements and an assignment of rents. The security agreement and assignment of rents shall be the forms attached to this Agreement as Exhibit D and Exhibit E , which are incorporated by this reference. Buyer shall also furnish to Seller an American Land Title Association loan policy insuring the deed of trust issued by ____________________________________ (name of title insurance company) . 4. Seller , at Seller 's own expense, agrees to furnish Buyer with a current plat of survey of the above real estate made, and so certified by the surveyor as having been made, in compliance with the ______________________ (name of state) land survey standards. 5. The date and time of the closing shall be on ___________________ (closing date) , at ______________ (time of day) , or at such other date and time as shall be mutually agreed to by the parties, at ______________________________________________________________ ______________ (street address, city, county, state, zip code) , provided title is shown to be good or is accepted by Buyer . 6. The earnest money shall be held by ____________________ (name) for the mutual benefit of the parties. 7. Seller warrants that Seller has received no notices from any city, village, or other governmental authority of zoning, building, fire, or health code violations in respect to the real estate that have not been corrected. 8. This Agreement is subject to the following additional conditions and stipulations: A. Seller shall deliver or cause to be delivered to Buyer , not less than ________ (number of days) days prior to the time of closing, the plat of survey and a title commitment for an owner's title insurance policy issued by _______________________ _____________ (name of title insurance company) in the amount of the purchase price, covering title to the real estate on or after the date of this Agreement, showing title in the name of Seller subject only to (1) the general exceptions contained in the policy, (2) the title exceptions set forth above, and (3) title exceptions pertaining to liens or encumbrances of a definite or ascertainable amount that may be removed by the payment of money at the time of closing and which the Seller may so remove at that time by using the funds to be paid on the delivery of the deed (all of which are referred to in this Agreement as the permitted exceptions ). The title commitment shall be conclusive evidence of good title as in this Agreement is shown as to all matters insured by the policy, subject only to the exceptions as stated in it. Seller shall also furnish Buyer an affidavit of title in customary form covering the date of closing and showing title in Seller subject only to the permitted exceptions and unpermitted exceptions or defects in the title disclosed by the survey, if any, as to which the title insurer shall commit to extend insurance in the manner specified in Paragraph B below. B. If the title commitment or plat of survey discloses either unpermitted exceptions or survey matters that render the title unmarketable ( survey defects ), Seller shall have ________ (number of days) days from the date of its delivery to have the exceptions removed from the commitment or to correct the survey defects or to have the title insurer commit to insure against loss or damage that may be occasioned by the exceptions or survey defects . In the latter event, the time of closing shall be ______ (number of days) days after delivery of the commitment or the time specified in Paragraph 5 above, whichever is later. If Seller fails to have the exceptions removed or correct any survey defects, or in the alternative, to obtain the commitment for title insurance specified above as to the exceptions or survey defects within the specified time, Buyer may terminate this contract or may elect, on notice to Seller within _______ (number of days) days after the expiration of the ______ (number of days) -day period, to take title as it then is with the right to deduct from the purchase price liens or encumbrances of a definite or ascertainable amount. If Buyer does not so elect, this Agreement shall become null and void without further action of the parties. C. Rents, premiums under assignable insurance policies, water and other utility charges, fuels, prepaid service contracts, general taxes, accrued interest on mortgage indebtedness, if any, and other similar items shall be adjusted ratably as of the time of the closing. If the amount of the current general taxes is not then ascertainable, the adjustment of it shall be on the basis of the amount of the most recent ascertainable taxes. All prorations are final unless otherwise provided in this Agreement. Existing leases and assignable insurance policies, if any, shall then be assigned to Buyer . D. If this Agreement is terminated without Buyer 's fault, the earnest money shall be returned to Buyer . However, if the termination is caused by Buyer 's fault, then at the option of Seller and on notice to Buyer , the earnest money shall be forfeited to Seller and applied first to the payment of Seller 's expenses and then the balance, if any, shall be retained by Seller as liquidated damages. E. Any payments required in this Agreement to be made at the time of closing shall be by certified check or cashier's check, payable to Seller . 9. Severability The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision. 10. No Waiver The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. 11. Governing Law This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of ______________. 12. Notices Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement. 13. Attorney’s Fees In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees. 14. Mandatory Arbitration Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. 15. Entire Agreement This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement. 16. Modification of Agreement Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party. 17. Assignment of Rights The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party. 18. In this contract, any reference to a party includes that party's heirs, executors, administrators, successors and assigns, singular includes plural and masculine includes feminine. WITNESS our signatures as of the day and date first above stated. ________________________________ ________________________________ (Name of Seller) (Name of Buyer) By:______________________________ By:_____________________________ _____________________________ ___________________________ (P rinted name & Office in Corporation) (P rinted name & Office in Corporation _____________________________ ___________________________ (Signature of Officer) (Signature of Officer) Attach Exhibits