Legal Contingency Removal Form

LEGAL CONTINGENCY REMOVAL FORM

This Legal Contingency Removal Form is made and entered into as of Effective Date: by and between Buyer Name: and Seller Name: . This Form relates to the Purchase Agreement dated concerning the real property commonly known as Property Address: .

RECITALS

WHEREAS, Buyer and Seller are parties to the Purchase Agreement referenced above, which contains certain contingencies and conditions precedent to closing; and

WHEREAS, Buyer seeks to remove one or more specified contingencies under the Purchase Agreement and Seller agrees to accept such removal subject to the terms and conditions set forth in this Form; and

WHEREAS, the parties intend that this Form operate as a written amendment to the Purchase Agreement solely to the extent set forth herein.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Buyer and Seller agree as follows:

1. DEFINITIONS

Terms defined in the Purchase Agreement shall have the same meanings when used in this Form unless otherwise defined herein. "Contingency" means any condition or obligation in the Purchase Agreement that must be satisfied or waived prior to Closing.

2. CONTINGENCIES BEING REMOVED

Buyer hereby elects to remove the following contingency(ies) effective as of the Effective Date and Seller acknowledges receipt of this removal:

Select contingencies removed: Inspection contingency Financing contingency Appraisal contingency Title contingency Sale-of-buyer’s-property contingency Other

3. DECLARATION OF REMOVAL

Buyer represents and warrants that, notwithstanding the removal of the contingency(ies) indicated above, Buyer has had the opportunity to conduct all inspections and investigations that Buyer deems necessary and accepts the Property in its current condition except as otherwise expressly set forth in the Purchase Agreement or this Form.

Upon execution of this Form by both parties, the contingency(ies) checked above shall be deemed irrevocably waived by Buyer and of no further force or effect, and the parties shall proceed toward Closing in accordance with the Purchase Agreement and this Form.

4. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full power, authority, and legal capacity to execute and deliver this Form and to perform its obligations hereunder, that the execution and delivery of this Form has been duly authorized, and that this Form constitutes a legal, valid, and binding obligation enforceable against it in accordance with its terms.

5. RELEASE AND INDEMNITY

To the fullest extent permitted by law, Buyer releases Seller from any claims, damages, or causes of action arising solely from the matters covered by the contingency(ies) removed by this Form, except for Seller’s willful misconduct or fraud. Buyer shall indemnify, defend, and hold Seller harmless from and against any losses, liabilities, costs, or expenses (including reasonable attorneys' fees) incurred as a result of Buyer’s breach of the representations and warranties contained in this Form.

6. EFFECT ON PURCHASE AGREEMENT

Except as expressly modified by this Form, the Purchase Agreement shall remain in full force and effect. In the event of any conflict between this Form and the Purchase Agreement, the terms of this Form shall govern solely with respect to removal of the specified contingency(ies).

7. NOTICES

All notices required or permitted under this Form shall be in writing and delivered to the addresses provided below or to such other address as a party may specify in writing.

8. AMENDMENT AND WAIVER

No amendment, modification, or waiver of any provision of this Form shall be effective unless in writing and signed by both parties. The waiver by either party of any breach of any provision of this Form shall not operate or be construed as a waiver of any subsequent breach.

9. COUNTERPARTS

This Form may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted electronically or by facsimile shall be binding as originals.

10. GOVERNING LAW

This Form shall be governed by and construed in accordance with the laws of the state identified for the Property without regard to its conflict of law principles.

11. ENTIRE AGREEMENT; SEVERABILITY

This Form, together with the Purchase Agreement as modified hereby, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. If any provision of this Form is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

12. MISCELLANEOUS

The headings in this Form are for convenience only and shall not affect the interpretation of this Form. The parties acknowledge that they have had the opportunity to seek independent legal counsel and that this Form is executed voluntarily.

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