Legal CD ALTA Form

LEGAL CD ALTA FORM

This Closing Disclosure and ALTA Settlement Statement ("Agreement") is made on this day: of , by and between Seller Name: and Buyer Name: .

RECITALS

WHEREAS, Seller is the owner of the real property commonly known as (the "Property"); and

WHEREAS, Buyer has entered into a contract to purchase the Property and the parties desire to close the transaction on the terms set forth in this Closing Disclosure and ALTA Settlement Statement; and

WHEREAS, the parties desire that the ALTA Closing Disclosure and settlement statement reflect agreed allocations of purchase price, prorations, closing costs, title charges, and endorsements as required by the lender and title insurer.

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

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings assigned: "Closing" means the consummation of the transfer of the Property; "Closing Agent" means the title company or escrow agent identified below; "ALTA CD" means the ALTA Closing Disclosure and Settlement Statement prepared in connection with the Closing.

2. PROPERTY

The Property subject to this Agreement is legally described as:

3. PURCHASE PRICE AND ALLOCATION

Purchase Price: $. The parties agree that the amount payable by Buyer at Closing, after adjustments and credits, shall be set forth on the ALTA CD and constitutes the final settlement amount due from Buyer.

4. ADJUSTMENTS, PRORATIONS AND CLOSING STATEMENT

Taxes, assessments, rents, utilities, association dues, and other customary items shall be prorated as of the Closing Date in accordance with local practice. The ALTA CD attached to and incorporated by reference into this Agreement shall list the final prorations and adjustments. Any disputed item shall be resolved prior to funding of the transaction or pursuant to the dispute resolution provisions set forth herein.

5. TITLE INSURANCE, ALTA ENDORSEMENTS AND CHARGES

The Title Company shall issue an owner's policy of title insurance and, if required by the lender, a lender's policy in amounts consistent with the loan documents. The parties acknowledge customary title search charges, exam fees, closing fees, and ALTA endorsements may appear on the ALTA CD and shall be paid in accordance with the allocation set forth on such ALTA CD.

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6. CLOSING DELIVERABLES

At Closing, Seller shall deliver a duly executed deed, affidavits, payoff statements, releases of encumbrances (if any), and such other documents reasonably required by the Title Company and Buyer. Buyer shall deliver funds required by the ALTA CD and executed loan documents (if applicable).

7. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that: (a) it has full power and authority to execute and perform this Agreement; (b) any person signing on its behalf has been duly authorized; and (c) the execution and performance of this Agreement will not violate any material agreement or applicable law. Seller further represents that, to Seller's knowledge, there are no unrecorded agreements or undisclosed defects materially affecting the Property except as disclosed in writing to Buyer prior to execution of this Agreement.

8. INDEMNIFICATION

Each party shall indemnify and hold harmless the other party from and against losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising from any breach of its representations, warranties or covenants under this Agreement. This indemnity obligation shall survive Closing to the extent permitted by law.

9. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered by hand, certified mail (return receipt requested), or overnight courier to the addresses set forth below or as otherwise designated in writing.

10. CLOSING DATE AND TIME

The parties agree the anticipated Closing Date is: of , . The precise time and location shall be as set by the Closing Agent on the ALTA CD or by mutual written agreement.

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the state where the Property is located. This Agreement, together with the ALTA CD and any exhibits or addenda expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements, understandings, and negotiations. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

12. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment, waiver, or modification of this Agreement shall be effective unless in writing and signed by the party against whom enforcement is sought. Failure to enforce any provision shall not constitute a waiver of future enforcement. This Agreement may be executed in counterparts and by electronic signature, each of which shall be deemed an original and all of which shall constitute one and the same instrument.

13. CERTIFICATIONS

Each party certifies that the information provided for preparation of the ALTA CD and title insurance documents is true, complete, and correct to the best of such party's knowledge. Each party understands that the ALTA CD is a financial accounting of the transaction and that the Title Company will rely on the representations and funds provided at Closing to issue commitments and policies.

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