Executed PSA Agreement

Executed PSA Agreement

This Purchase and Sale Agreement (the "Agreement") is made and entered into as of , by and between Seller Name: , an entity of type Individual Corporation LLC Partnership Other, with principal address ; and Buyer Name: , an entity of type Individual Corporation LLC Partnership Other, with principal address .

RECITALS

WHEREAS, Seller is the lawful owner of the property or assets described as:

WHEREAS, Buyer desires to purchase and Seller desires to sell such property or assets upon the terms and subject to the conditions set forth in this Agreement;

WHEREAS, the parties intend that this Agreement shall constitute the complete and binding agreement between them with respect to the transaction described 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, capitalized terms not otherwise defined shall have the meanings customarily ascribed to them in purchase and sale agreements. The term "Closing" means the consummation of the transfer of title to the Property as described in Section 5.

2. PURCHASE AND SALE

Subject to the terms and conditions of this Agreement, Seller agrees to sell, assign and convey to Buyer, and Buyer agrees to purchase from Seller, all of Seller's right, title and interest in and to the Property described above.

3. PURCHASE PRICE; EARNEST MONEY

The aggregate purchase price for the Property shall be $ (the "Purchase Price"). Concurrently with the execution of this Agreement, Buyer shall deliver earnest money in the amount of $ to the holder identified as: to be applied to the Purchase Price at Closing in accordance with the terms of this Agreement.

4. PAYMENT OF PURCHASE PRICE

The Purchase Price shall be payable in cash at Closing, subject to adjustments and prorations set forth in this Agreement, by wire transfer of immediately available funds or such other method as the parties may mutually agree in writing prior to Closing.

5. CLOSING

The Closing shall occur on (the "Closing Date"), or such other date as the parties may mutually agree in writing. At Closing, Seller shall deliver to Buyer duly executed instruments of transfer reasonably acceptable to Buyer, free and clear of liens except as otherwise provided in this Agreement, and Buyer shall deliver the Purchase Price as provided herein.

6. REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Buyer that, as of the Effective Date and as of the Closing Date: (a) Seller has good and marketable title to the Property and the full right, power and authority to enter into and perform this Agreement; (b) there are no pending actions, claims or proceedings that would reasonably be expected to impair Seller's ability to convey the Property; and (c) all information provided to Buyer in writing regarding the Property is true and correct in all material respects. These representations shall survive Closing for the period provided by applicable law.

7. REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller that Buyer has the full right, power and authority to enter into and perform its obligations under this Agreement, that all funds to be provided by Buyer at Closing will be available and transferable, and that Buyer has relied solely on its own investigation and judgment in entering into this Agreement.

8. CONDITIONS TO CLOSING

The obligations of each party to consummate the transactions contemplated by this Agreement are subject to the satisfaction or written waiver on or prior to the Closing Date of customary conditions, including the accuracy of the other party's representations, performance in all material respects of covenants, and receipt of any third-party approvals specifically required by this Agreement.

9. COVENANTS

From the Effective Date until Closing, Seller shall operate and maintain the Property in the ordinary course, shall not enter into agreements that would materially impair the Property or Seller's ability to perform, and shall provide Buyer with reasonable access to inspect the Property. Buyer shall cooperate in the timely delivery of documents reasonably requested to effectuate Closing.

10. RISK OF LOSS

If, prior to Closing, the Property is materially damaged or destroyed, the party in possession shall promptly notify the other party. If such damage is material and not repaired prior to the Closing Date, Buyer may elect to terminate this Agreement and receive a refund of earnest money, or proceed to Closing with an appropriate adjustment to the Purchase Price to account for repair costs.

11. INDEMNIFICATION

Each party (Indemnifying Party) shall indemnify, defend and hold harmless the other party (Indemnified Party) from and against any losses, liabilities, claims, damages and expenses (including reasonable attorneys' fees) arising out of a breach of any representation, warranty or covenant of the Indemnifying Party under this Agreement, subject to any limitations set forth in this Agreement.

12. REMEDIES

Except as otherwise provided herein, the parties' remedies for breach shall include specific performance, injunctive relief or recovery of damages, each party reserving all rights available at law or in equity. Buyer and Seller acknowledge that monetary damages may be an inadequate remedy for certain breaches and that injunctive relief may be appropriate.

13. NOTICES

All notices, demands or consents required or permitted under this Agreement shall be in writing and shall be deemed given when 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 any party designates by written notice to the other party.

14. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which the Property is located, without regard to conflicts of law principles. The parties agree that any action to enforce this Agreement shall be brought in the state or federal courts located in that jurisdiction, and each party consents to the exclusive jurisdiction of such courts.

15. ENTIRE AGREEMENT

This Agreement, together with the exhibits and schedules expressly incorporated herein, 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.

16. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and the parties shall negotiate in good faith a valid substitute provision reflecting the original intent.

17. AMENDMENT; WAIVER

This Agreement may be amended only by a written instrument signed by both parties. No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of that right unless made in writing and signed by the waiving party.

18. COUNTERPARTS

This Agreement 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 transmission shall be binding as original signatures.

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