Conveyance Deed Agreement

CONVEYANCE DEED AGREEMENT

This Conveyance Deed Agreement (the "Agreement") is made as of by and between Grantor Name: (Grantor), and Grantee Name: (Grantee). Grantor and Grantee are collectively referred to as the Parties.

RECITALS

WHEREAS, Grantor is the lawful owner of certain real property and improvements located in County: , State: , and more particularly described below; and

WHEREAS, Grantor desires to convey and transfer all of Grantor's right, title and interest in and to the property to Grantee; and

WHEREAS, Grantee desires to accept such conveyance and to assume the obligations set forth herein, upon the terms and conditions contained in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, 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 located at Street Address: , and legally described as set forth in Section 2.

2. PROPERTY DESCRIPTION AND CONVEYANCE

2.1 Conveyance. Subject to the terms and conditions of this Agreement, Grantor hereby grants, bargains, sells, conveys, transfers and warrants to Grantee, its successors and assigns, all of Grantor's right, title and interest in and to the Property, together with all improvements, appurtenances, easements and rights thereto.

3. CONSIDERATION

3.1 Purchase Price. The consideration for the conveyance shall be the sum of $ (the "Purchase Price"), payable in the manner set forth below or as otherwise agreed in writing by the Parties.

3.2 Acknowledgment. Grantor acknowledges receipt of any deposit paid to date and agrees that full payment at Closing shall be deemed full satisfaction of the Purchase Price.

4. TITLE COVENANTS

4.1 Grantor covenants that Grantor is the owner of record of the Property and has full power and authority to convey the same. Grantor warrants that, except as expressly disclosed in Section 4.2, the Property is free and clear of liens, security interests, and encumbrances.

4.2 Covenant to Defend Title. Grantor shall, at Closing and thereafter as necessary, execute and deliver such further instruments as may be reasonably required to perfect, defend or confirm title to the Property in Grantee, subject only to the Permitted Encumbrances described in Section 4.3.

5. REPRESENTATIONS AND WARRANTIES

5.1 Grantor represents and warrants to Grantee that as of the date hereof and as of Closing: (a) Grantor has good and marketable title to the Property; (b) to Grantor's knowledge there are no pending actions, liens or claims affecting the Property other than those disclosed in writing; (c) there are no defaults under any leases, contracts or permits affecting the Property except as disclosed; and (d) the execution and delivery of this Agreement and the consummation of the transactions contemplated herein have been duly authorized by all requisite action.

6. CLOSING AND DELIVERY

6.1 Closing Date. The closing of the conveyance ("Closing") shall occur on or before unless otherwise agreed in writing.

6.2 Deliverables at Closing. At Closing, Grantor shall deliver: (a) a duly executed deed conveying title to Grantee; (b) an affidavit of title and such other instruments as reasonably required by Grantee or the title company; and (c) evidence of satisfaction or release of all mortgages and liens not being assumed by Grantee.

7. TAXES, ASSESSMENTS AND PRORATIONS

All real property taxes, assessments and utility charges for the Calendar Year of Closing shall be prorated as of the Closing Date. Transfer taxes, documentary stamps and recording fees shall be paid as follows:

8. RISK OF LOSS; INSURANCE

Risk of loss or damage to the Property shall remain with Grantor until Closing. If, prior to Closing, material damage to the Property occurs, Grantee may elect to proceed to Closing and receive an appropriate credit or to terminate this Agreement and receive a return of any deposits.

9. INDEMNIFICATION

Grantor shall indemnify, defend and hold harmless Grantee from and against any and all losses, liabilities, claims, costs and expenses (including reasonable attorneys' fees) arising out of any breach of Grantor's representations, warranties or covenants contained in this Agreement or arising from matters existing prior to Closing.

10. NOTICES

All notices, demands or communications required or permitted under this Agreement shall be in writing and delivered personally, by certified mail (return receipt requested), or by nationally recognized overnight courier to the addresses set forth below or to such other address as either Party may designate by written notice to the other.

11. ASSIGNMENT; SUCCESSORS

This Agreement and the rights and obligations hereunder shall bind and inure to the benefit of the Parties and their respective successors, permitted assigns, heirs, and legal representatives. Neither Party may assign its rights under this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld.

12. GOVERNING LAW

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

13. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties.

14. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, such provision shall be severed and the remaining provisions shall continue in full force and effect.

15. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom enforcement is sought. No failure or delay by any Party in exercising any right hereunder shall operate as a waiver thereof.

16. COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by facsimile, PDF or other electronic transmission shall be deemed original signatures.

17. MISCELLANEOUS PROVISIONS

17.1 Interpretation. The headings in this Agreement are for convenience of reference only and shall not affect its interpretation. The words "including" and "include" shall be deemed to be followed by the words "without limitation" unless the context requires otherwise.

17.2 Further Assurances. Each Party agrees to execute and deliver such additional instruments and to take such further actions as may be reasonably necessary to carry out the provisions and purposes of this Agreement.

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