Legal ALTA Form

Legal ALTA Form

This ALTA Statement and Certification (the "Form") is entered into as of Effective Date: by and between Buyer Name: and Seller Name: with Title Company: concerning the real property commonly known as (the "Property").

Recitals

WHEREAS, Seller has agreed to convey fee simple title to the Property to Buyer pursuant to the purchase agreement dated ; and

WHEREAS, Title Company has issued or will issue a title commitment and attendant title insurance policy(ies) for the benefit of the parties and/or lender in connection with the transaction; and

WHEREAS, the parties desire to set forth certain certifications, allocations, and instructions relating to title exceptions, survey matters, closing and recording.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. Definitions

For purposes of this Form, the following definitions apply: "Title Company" means the entity identified above; "Commitment" means the title insurance commitment issued by Title Company under Commitment Number: ; "Exceptions" means the matters set forth in Section 2 below.

2. Title Evidence and Permitted Exceptions

Title Company shall deliver to Buyer and Seller a Commitment showing insurable fee simple title to the Property, subject only to the Permitted Exceptions listed below and those matters customarily excluded from an ALTA owner or loan policy. Parties acknowledge the following enumerated exceptions shall be permitted unless Buyer gives written objection prior to Closing:

Title Company shall not be required to remove, insure over or otherwise eliminate Permitted Exceptions unless Title Company expressly agrees in writing and the parties have agreed in writing to any additional premium. Any title defects not disclosed in the Commitment shall be cured by Seller prior to closing unless otherwise agreed in writing.

3. Survey and Physical Matters

Buyer and Seller acknowledge receipt of the survey status indicated below and agree that survey matters shall be governed by the following provisions.

Survey provided to Title Company     Survey required prior to Closing

If a survey is required and reveals encroachments, overlaps or boundary disputes material to title or use, Buyer may require correction of such matters or may elect to accept title subject to specific survey exceptions set out in the Commitment, provided Buyer notifies Seller and Title Company in writing of Buyer’s election within the time prescribed for objections.

4. Closing, Escrow and Recording

Closing Date: . The Closing shall occur at the offices of Title Company unless the parties agree otherwise in writing.

Seller shall execute and deliver all instruments necessary to transfer marketable title and Title Company shall record appropriate instruments with the Recording Office: . The Recorder Instrument Number (if known) is: .

5. Title Insurance Premium and Payment

Title insurance premium for the policy(ies) to be issued pursuant to the Commitment shall be paid as follows:

Purchase Price: $    Escrow Deposit: $

Title Premium (estimated): $. Payment of the premium shall be allocated between the parties as set forth in the purchase agreement unless otherwise agreed in writing.

6. Representations, Warranties and Covenants

Seller represents and warrants that Seller has good and marketable title to the Property free of liens, except as disclosed in the Commitment or in the Permitted Exceptions. Seller covenants to cure any title defects existing or arising prior to Closing to the extent Seller is contractually obligated to do so under the purchase agreement.

Buyer represents that Buyer has the authority to accept title subject to the Permitted Exceptions and to obtain the policy(ies) described in this Form, or will notify Seller and Title Company of any objections in accordance with the timelines set forth herein.

7. Indemnification

Each party shall indemnify and hold harmless the other party and Title Company from and against any loss, liability or expense (including reasonable attorneys’ fees) arising from that party’s misrepresentation, breach of its covenants, or failure to perform obligations required by this Form, except to the extent caused by the indemnified party’s own negligence or willful misconduct.

8. Recording, Delivery and Escrow Instructions

Title Company shall record documents delivered at Closing and shall deliver final policy(ies) and closing statements in accordance with escrow instructions. Escrow instructions shall control disbursements and are incorporated herein to the extent consistent with this Form.

9. Notices

Buyer Notice Address

Seller Notice Address

Title Company Notice Address

Notices shall be in writing and shall be deemed received on the date personally delivered, on the date of delivery when delivered by nationally recognized overnight courier, or three (3) business days after mailing by first-class registered or certified mail, postage prepaid, return receipt requested.

10. Governing Law

This Form shall be governed by and construed in accordance with the laws of the state in which the Property is located, without regard to conflict of laws principles.

11. Entire Agreement; Severability

This Form, together with the Commitment, the purchase agreement and any escrow instructions specifically incorporated herein, constitutes the entire agreement among the parties with respect to the subject matter hereof. If any provision of this Form is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.

12. Amendments; Waiver; Counterparts

No amendment to this Form shall be effective unless in writing and signed by both Buyer and Seller. Failure of a party to insist upon strict performance of any provision shall not be deemed a waiver. This Form may be executed in counterparts, each of which when executed and delivered shall be deemed an original, and all of which together shall constitute one instrument.

13. Additional Provisions

Administrative Details

Title Agent:    Insurance Policy Type: Owner    Loan

Legal Description:

Additional Terms or Limitations on Title Insurance Coverage:

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