Legal A&D Packet

LEGAL A&D PACKET

This Acquisition and Disposition Packet (the "Agreement") is entered into as of Effective Date: by and between Buyer: , Entity Type: Individual Corporation LLC Other and Seller: , Entity Type: Individual Corporation LLC Other

RECITALS

WHEREAS, Seller is the lawful owner of certain real property, improvements and related rights described as:

WHEREAS, Buyer desires to acquire and Seller desires to dispose of the Property on the terms and conditions set forth herein; and

WHEREAS, the parties intend for this Agreement to memorialize the material commercial terms, representations, covenants, closing deliverables and indemnities applicable to the acquisition and disposition transaction.

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

1. DEFINITIONS

Capitalized terms used in this Agreement shall have the meanings set forth herein or, if not defined herein, shall have their ordinary commercial meanings. "Closing" means the consummation of the acquisition and disposition pursuant to Section 4. "Closing Date" means , unless otherwise agreed in writing by the parties.

2. PURCHASE PRICE AND PAYMENT

2.1 Purchase Price. The aggregate purchase price for the Property shall be Purchase Price: $, subject to adjustments set forth in this Agreement.

2.2 Earnest Money. Buyer shall deposit earnest money in the amount of $ with Escrow Agent: within days of the Effective Date.

3. CLOSING

3.1 Closing Deliverables. At Closing, Seller shall deliver to Buyer a duly executed general warranty deed (or other conveyance as appropriate), and such affidavits, bills of sale, assignments, and releases as are reasonably required to transfer good and marketable title free and clear of liens, except Permitted Exceptions. Buyer shall deliver the balance of the Purchase Price in the form specified by the parties.

3.2 Allocation of Costs. Seller shall pay for all fees necessary to prepare the deed and any required transfer taxes; Buyer shall pay for recording fees and any documentary stamps required in connection with the conveyance, unless otherwise agreed in writing.

4. REPRESENTATIONS AND WARRANTIES

4.1 Seller Representations. Seller represents and warrants to Buyer, as of the Effective Date and as of Closing, that: (a) Seller has full power and authority to enter into and perform this Agreement; (b) Seller's execution, delivery and performance of this Agreement will not violate any agreement or instrument to which Seller is a party or by which Seller is bound; (c) there are no outstanding material defaults under contracts affecting the Property except as disclosed in writing; and (d) Seller will convey good and marketable title to the Property subject only to Permitted Exceptions.

4.2 Buyer Representations. Buyer represents and warrants to Seller that: (a) Buyer has full power and authority to enter into and perform this Agreement; (b) execution, delivery and performance by Buyer will not cause any breach of the organizational documents of Buyer; and (c) Buyer has sufficient funds or financing commitments to perform its payment obligations at Closing.

5. COVENANTS AND CONDITIONS PRECEDENT

5.1 Conditions Precedent. Buyer's obligation to close is subject to the satisfaction (or waiver by Buyer) of customary conditions precedent, including: receipt of title insurance commitment, absence of material adverse change to the Property, and Seller's delivery of required closing instruments. Seller's obligation to close is subject to Buyer's timely performance of its obligations hereunder.

5.2 Conduct Prior to Closing. From Effective Date until Closing, Seller shall operate the Property in the ordinary course, shall not create or permit any liens or encumbrances (other than Permitted Exceptions), and shall timely perform all obligations affecting the Property.

6. TITLE, SURVEY AND INSPECTIONS

Buyer shall, at its expense unless otherwise agreed, obtain a title commitment and any survey reasonably required. If title exceptions or survey matters materially and adversely affect the Property, Buyer may elect to terminate this Agreement or require Seller to cure such matters prior to Closing. Title objections not timely raised by Buyer shall be deemed waived.

7. INDEMNIFICATION

7.1 Seller Indemnity. Seller shall indemnify, defend and hold harmless Buyer and its affiliates from and against any loss, damage or liability resulting from breaches of Seller's representations, environmental liabilities existing as of Closing, or any claim arising from Seller's acts or omissions prior to Closing.

7.2 Buyer Indemnity. Buyer shall indemnify, defend and hold harmless Seller from and against any loss, damage or liability resulting from Buyer's breach of this Agreement, acts or omissions after Closing, or Buyer's ownership or operation of the Property after Closing.

8. RISK OF LOSS

Risk of loss to the Property shall remain with Seller until Closing. If material damage to the Property occurs prior to Closing, Buyer may elect to terminate this Agreement, accept an equitable reduction in Purchase Price, or proceed with Closing subject to Seller's obligation to repair such damage.

9. NOTICES

Buyer Notice Address:

Seller Notice Address:

All notices required or permitted under this Agreement shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses set forth above (or such other address as a party may designate by notice).

10. GOVERNING LAW, ENTIRE AGREEMENT AND SEVERABILITY

10.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles.

10.2 Entire Agreement. This Agreement, together with any schedules, exhibits, certificates and closing deliverables expressly incorporated herein, contains the entire agreement of the parties with respect to the transaction contemplated hereby and supersedes all prior agreements and understandings, whether written or oral.

10.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be reformed to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

11. AMENDMENTS, WAIVER AND COUNTERPARTS

11.1 Amendments. No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties.

11.2 Waiver. No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of such right, nor shall any single or partial exercise of any right preclude any other or further exercise of that right.

11.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Execution by electronic signature, including facsimile or image, shall have the same force and effect as an original signature.

12. MISCELLANEOUS PROVISIONS

12.1 Survival. The representations, warranties and indemnities contained in this Agreement shall survive Closing for a period of , except for those provisions that by their nature survive indefinitely.

12.2 Remedies. The rights and remedies provided in this Agreement are cumulative and in addition to any other rights or remedies available at law or in equity.

13. EXHIBITS AND SCHEDULES

Any exhibits, schedules or addenda identified below form an integral part of this Agreement and are incorporated by reference: Title Commitments, Survey, Environmental Reports, List of Permitted Exceptions. Additional remarks:

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