Legal APS Agreement

LEGAL APS AGREEMENT

This Agreement of Purchase and Sale ("Agreement") is entered into as of the Effective Date between Buyer: , whose principal address is and Seller: , whose principal address is .

Buyer entity type: Individual Corporation LLC. Seller entity type: Individual Corporation LLC.

RECITALS

WHEREAS, Seller is the legal and beneficial owner of certain real property and improvements located at (the "Property"), together with the tangible and intangible rights appurtenant thereto; and

WHEREAS, Buyer desires to purchase and Seller desires to sell the Property upon the terms and conditions contained in this Agreement.

WHEREAS, the parties intend that this Agreement set forth the full and final agreement between them with respect to the sale and purchase of the Property.

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

1. DEFINITIONS

In this Agreement, unless a different meaning is plainly required by the context, the following terms shall have the meanings set forth below: "Closing" means the consummation of the purchase and sale pursuant to this Agreement; "Closing Date" means ; "Purchase Price" means the amount set forth in Section 3; "Deposit" means the earnest money deposit described in Section 4.

2. PURCHASE AND SALE

Seller agrees to sell, convey and transfer to Buyer, and Buyer agrees to purchase from Seller, all of Seller's right, title and interest in and to the Property, free and clear of all liens, encumbrances and adverse claims except those Permitted Exceptions set forth in this Agreement.

3. PURCHASE PRICE

Buyer shall pay the Purchase Price as follows: (a) the Deposit in the amount of upon execution of this Agreement; and (b) the balance at Closing by wire transfer of immediately available funds or other lawful means acceptable to Seller.

4. DEPOSIT AND ESCROW

The Deposit shall be held in trust by the Escrow Agent and applied to the Purchase Price at Closing. The Escrow Agent shall release the Deposit in accordance with the express terms of this Agreement. If Buyer defaults, the Deposit may be retained or otherwise disposed of as provided in Section 10.

5. CLOSING; DELIVERIES

Closing shall occur on the Closing Date at a location reasonably designated by the Escrow Agent. At Closing, Seller shall deliver to Buyer a duly executed and recordable deed conveying marketable title to the Property, and Buyer shall deliver the balance of the Purchase Price. Each party shall deliver all ancillary documents reasonably required to effectuate the transfer, including affidavits, bill of sale and release documents.

6. TITLE

Seller shall cause to be furnished to Buyer, at Seller's expense, a commitment for title insurance and at Closing an owner's policy of title insurance in the full amount of the Purchase Price, subject only to Permitted Exceptions. Seller warrants it will convey good and marketable title, free of liens and encumbrances except as otherwise expressly provided herein.

7. REPRESENTATIONS AND WARRANTIES

Seller represents and warrants to Buyer that as of the date hereof and as of Closing: (a) Seller is the sole owner of the Property with full authority to sell; (b) there are no pending actions, liens or assessments that would materially impair the Property; and (c) Seller has complied with all laws applicable to the ownership of the Property. Buyer represents that it has requisite authority to enter into this Agreement and has the financial ability to consummate the transaction.

8. INSPECTIONS AND DUE DILIGENCE

Buyer shall have a period ending on to complete inspections and investigations and to deliver written notice to Seller of any objections to the condition of the Property. Seller shall permit reasonable access for such inspections. Failure to timely object constitutes Buyer’s acceptance of the Property’s condition.

9. CONDITIONS PRECEDENT

Buyer's obligation to close is subject to the satisfaction (or waiver by Buyer) of the following conditions precedent: (a) title satisfactory to Buyer; (b) no material adverse change to the Property; and (c) receipt by Buyer of all documents described in this Agreement. Seller's obligation to close is subject to performance of Buyer under this Agreement.

10. DEFAULT AND REMEDIES

If Buyer fails to perform its obligations hereunder, Seller may terminate this Agreement and pursue all remedies available at law or in equity, including retention of the Deposit as liquidated damages where appropriate. If Seller defaults, Buyer may seek specific performance and recovery of damages. The parties agree that equitable relief shall be available in addition to monetary remedies.

11. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any and all claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising out of its breach of this Agreement, negligence, willful misconduct or failure to perform its obligations hereunder.

12. RISK OF LOSS

Risk of loss or damage to the Property shall remain with Seller until Closing. If, prior to Closing, the Property is materially damaged, Buyer may elect to (a) terminate this Agreement and receive return of the Deposit, or (b) proceed to Closing and receive at Closing any insurance proceeds payable to Seller with respect to such damage.

13. TAXES, ASSESSMENTS AND ADJUSTMENTS

Real estate taxes, assessments, rents and other similar items shall be prorated as of the Closing Date. Seller shall pay all transfer taxes and recordation costs required by applicable law, except that recording fees for Buyer’s mortgage, if any, shall be paid by Buyer unless otherwise agreed in writing.

14. NOTICES

All notices required or permitted under this Agreement must be in writing and delivered by hand, nationally recognized overnight courier, or certified mail (return receipt requested) to the addresses provided above and shall be effective upon receipt.

15. 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 conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts located in that state for purposes of any action or proceeding arising out of this Agreement.

16. ENTIRE AGREEMENT

This Agreement, including all exhibits and schedules hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior understandings, negotiations and agreements, whether written or oral.

17. SEVERABILITY

If any provision of this Agreement is found 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.

18. AMENDMENTS; WAIVER

No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties. No waiver of any breach shall constitute a waiver of any other or subsequent breach.

19. COUNTERPARTS; ELECTRONIC SIGNATURES

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. Signatures transmitted by electronic means (including facsimile or electronic signature platforms) shall be binding and have the same force and effect as original signatures.

20. ADDITIONAL TERMS

The parties certify that they have read and understand the terms of this Agreement, that the representations contained herein are true and correct as of the date of signing, and that they are duly authorized to execute this Agreement on behalf of the parties identified.

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