Legal AOS Form

LEGAL AOS FORM

This Agreement of Sale (the Agreement) is made and entered into on this by and between Seller: , and Buyer: . Seller and Buyer are each referred to herein as a Party and collectively as the Parties.

RECITALS

WHEREAS, Seller is the legal owner of the real property and improvements described below and has the right to sell such property; and

WHEREAS, Buyer desires to purchase the Property from Seller and Seller desires to sell the Property to Buyer on the terms and subject to the conditions set forth in this Agreement; and

WHEREAS, the Parties intend by this Agreement to set forth the full agreement of sale of the Property and the respective rights and obligations of the Parties in connection therewith.

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

1. DEFINITIONS

1.1 "Property" means the real property and improvements located at:

1.2 "Closing" means the consummation of the sale and purchase contemplated by this Agreement at which legal title is conveyed to Buyer and payment of the Purchase Price is completed as provided herein.

2. PURCHASE AND SALE

2.1 Sale. Subject to the terms and conditions of this Agreement, Seller agrees to sell and transfer to Buyer, and Buyer agrees to purchase from Seller, all of Seller's right, title and interest in and to the Property.

3. PURCHASE PRICE; PAYMENT

3.1 Purchase Price. The total purchase price for the Property shall be $ (Purchase Price), payable as set forth in this Agreement.

3.2 Earnest Money. Within days after the Effective Date, Buyer shall deposit earnest money in the amount of $ with the escrow agent identified below, to be applied to the Purchase Price at Closing or disbursed in accordance with this Agreement.

3.3 Escrow Agent: ; Escrow Account Reference:

4. CLOSING; POSSESSION

4.1 Closing Date. The Closing shall occur on at or at such other time and place as the Parties may mutually agree in writing.

4.2 Possession. Possession of the Property shall be delivered to Buyer at Closing unless otherwise provided in writing by the Parties.

5. TITLE AND CONVEYANCE

5.1 Title. At Closing, Seller shall convey to Buyer fee simple title to the Property by general warranty deed (or other appropriate deed) free and clear of all liens and encumbrances except those expressly approved by Buyer in writing and those matters shown in the title commitment.

5.2 Title Evidence. Buyer shall have the right to obtain at Buyer's expense a title commitment and to object to title matters reasonably and timely. Seller shall cure title defects for which Seller is responsible prior to Closing, or as otherwise mutually agreed.

6. REPRESENTATIONS AND WARRANTIES

6.1 Seller's Representations. Seller represents and warrants to Buyer that: (a) Seller is the lawful owner of the Property and has full authority to sell the Property; (b) there are no unsatisfied judgments, pending litigation or government orders affecting the Property known to Seller; and (c) Seller has not received notice of any material violation of law affecting the Property other than as disclosed in writing to Buyer prior to the Effective Date.

6.2 Buyer's Representations. Buyer represents that Buyer has authority to enter into this Agreement and that Buyer's execution and performance will not violate any agreement to which Buyer is a party.

7. DEFAULT AND REMEDIES

7.1 Seller Default. If Seller fails to perform any material covenant or obligation under this Agreement, Buyer may pursue all remedies available at law or in equity, including specific performance, damages and recovery of costs and reasonable attorneys' fees.

7.2 Buyer Default. If Buyer fails to perform Buyer’s obligations under this Agreement, Seller may terminate the Agreement and either retain the earnest money as liquidated damages or pursue other remedies available at law or in equity, provided such remedies are not inconsistent with any express limitation in this Agreement.

8. INDEMNIFICATION

Each Party shall indemnify, defend and hold the other Party harmless from and against any and all losses, claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of or resulting from the indemnifying Party’s breach of any representation, warranty or covenant contained in this Agreement.

9. NOTICES

All notices, demands or communications required or permitted under this Agreement shall be in writing and shall be delivered personally, sent by certified mail (return receipt requested), or delivered by nationally recognized overnight courier to the addresses below:

10. CLOSING COSTS; PRORATIONS

10.1 Allocation. Unless otherwise agreed in writing, costs of transfer taxes, documentary stamps and other conveyancing taxes shall be apportioned as required by law. Real estate taxes, tenant rents and other operating items shall be prorated as of the Closing Date.

10.2 Additional Agreement. The Parties may check additional allocation items below:

11. MISCELLANEOUS

11.1 Governing Law. This Agreement 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.

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

11.3 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason, the remaining provisions shall continue in full force and effect and the Parties shall negotiate in good faith a substitute, valid and enforceable provision that most nearly effects the original intent.

11.4 Amendments; 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 the enforcement of such amendment, modification or waiver is sought. The failure of either Party to enforce any provision shall not constitute a waiver of future enforcement of that or any other provision.

11.5 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. Signatures transmitted by facsimile or electronic image shall be binding as original signatures.

12. REPRESENTATIONS REGARDING AUTHORITY

Each Party represents and warrants that the individual executing this Agreement on its behalf is authorized to do so and that this Agreement is a valid and binding obligation of such Party enforceable in accordance with its terms.

Sign Now