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CONTRACT FOR SALE AND PURCHASE THIS CONTRACT is made by and between _________________________, Inc., a Mississippi Corporation, ___________________________, a Mississippi General Partnership, and __________________________________, a Mississippi General Partnership ("Seller") and ____________________________, a ___________corporation ("Buyer") as of the latest date shown by the signatures of the parties hereto.Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, the property described below (the
Property), according to the following terms, provisions and conditions:1.Description. The Property is the real estate located at _______________________________________________________________, and all tangible and intangible property owned by Seller and used in connection therewith, including, but not limited to, all fixtures and furnishings. 2.Purchase Price. Subject to the prorations and adjustments as hereinafter provided, the purchase price of the Property is $________________ payable as follows: (a)Initial earnest money deposit: $______________(b)Balance payable in cash at closing: $_________________ less the elevator repair allowance of $_____________. 3.Earnest Money. Buyer shall deliver to ____________________ a check in the sum of $___________ within 24 hours of full execution of this Contract as an initial earnest money deposit. Seller shall give Buyer and Buyer s agents and representatives access to the Property during normal business hours upon reasonable notice at all times prior to Closing.This contract shall expire at 12:00 oclock midnight on _________________.4.Remedies. If Seller shall fail fully and timely to perform any of Sellers obligations hereunder for any reason except Buyer's default, Buyer shall have the following remedies: (I) Buyer may terminate this contract and receive a return of all earnest money; (ii) Buyer may waive the default and proceed to closing, (iii) Buyer may pursue its remedy for damages, or (iv) Buyer may obtain specific performance of Seller's obligations under this contract. If Seller is not in default under this contract and is willing and able to convey title to the Property to Buyer in accordance with this contract on or before the date of closing and if Buyer is unwilling or unable to perform the obligations required of Buyer by this contract, then Seller, as Seller s sole remedy shall retain the full sum of the initial earnest money deposit as liquidated damages for breach of this contract by Buyer. If the closing is held in accordance with the terms and provisions of this contract, then all earnest money shall be applied to the purchase price. 5.Title Certificate. Within 30 days of the date hereof, Seller shall provide, at Sellers expense, a certificate of title from an attorney whose title certificates are accepted by title insurance companies doing business in _____________________ or, at Buyer's option, Seller shall provide a commitment of title insurance from a title insurance company selected by Buyer. Such search and certificate or commitment shall show that Seller is vested with fee simple title to the Property. If any title defects are disclosed, Seller at Buyer's request, shall use Seller's best efforts to cure the defects, provided that Seller shall not be required to incur costs other than (I) administrative time and expense in effectuating a cure, (ii) payments in the aggregate not in excess of $10,000.00 to third persons, and (iii) amounts required to satisfy liens against all or any part of the Property. In the event Seller is not able to cure such matters prior to closing, Buyer shall have the right to (1) pursue available remedies, including specific performance, against Seller for breach of these title curative obligations, or (2) receive a full refund of the earnest money and declare this contract terminated except for any applicable indemnity provisions, or (3) waive such title defects and proceed to closing.Seller shall additionally provide a supplemental certificate of title through the date and time of the filing of the deed showing no additional title exceptions.6.Survey. Within 60 days of the date hereof, Seller, at Sellers expense, shall provide a current survey of the Property by a surveyor reasonably acceptable to Buyer. If any matters are disclosed in the survey other than the Permitted Exceptions, Seller, at Buyer's request, shall use Seller's best efforts to cure the matters, provided that Seller shall not be required to incur costs other than (I) administrative time and expense in effectuating a cure, and (ii) payments in the aggregate not in excess of $10,000.00 to third persons. In the event Seller is not able to cure such matters prior to closing, Buyer shall have the right to (1) pursue available remedies, including specific performance, against Seller for breach of these title curative obligations, or (2) receive a full refund of the earnest money and declare this contract terminated except for any applicable indemnity provisions, or (3) waive such title defects and proceed to closing.7. Deed. Conveyance shall be by general warranty deed from Seller to Buyer. The deed shall contain no exceptions to the warranty except Permitted Exceptions. Buyer shall prepare the deed and shall submit same to Seller for approval not less than seven (7) days prior to closing.At the closing, Seller shall additionally execute a customary owners and contractor s 3 affidavit in favor of Buyer and the title insurance company.8.Commissions. Seller agrees to pay a real estate commission of ____ percent (___%). of the Purchase Price to ___________________, at release of funds from escrow. 9.Buyers Acceptance. Buyer accepts property in its
AS-IS condition with the exception of the elevator repair allowance. 10.Closing . Closing shall take place in _________ , Mississippi, on or before _______________. At the closing, the following shall be prorated as of the closing date:(1) Ad valorem taxes and assessments.(2)Prepaid and accrued expenses; and (3)Such other items as are customary accounted for and prorated in a commercial real estate closing.If the amount of ad valorem taxes has not been determined as of the date of closing, the proration shall be based on the amount of taxes for the previous year. If the actual amount of taxes for the year is greater than the amount used for the proration, Seller will, on request, reimburse Buyer for the prorated part of the increase. 11. Casualty Loss. If the Property is damaged by fire or other casualty prior to the closing, then Buyer shall have the right and option (I) to terminate this contract and receive a refund of the earnest money deposit, or (ii) to close the transaction and receive from Seller an assignment of all insurance proceeds with respect to the Property. 12. Conditions . Buyer shall have no obligation under this contract unless all of the following conditions have been satisfied prior to _______________, unless waived by Buyer: a.There must have been no material change in the physical condition of the Propertyb. The Property located at ____________________________ is re-zoned to
____. 13.Notices. Any notice or other communication required or permitted hereby shall be in writing and the same shall be deemed given upon delivery thereon in person, or on the day after such notice is deposited with an overnight delivery service such as Federal Express, Airborne, etc. or the dated after such notice is deposited with the United States Postal Service, certified mail, return receipt requested, 4 postage prepaid or immediately when sent by facsimile transmission and addressed or faxed as follows:If to Seller: ______________________________________________________________________________If to Buyer: ___________________________________________________________________________14.Attorneys Fees. If either party is required to employ an attorney to enforce the breach by the other party of any provision hereof, then any amount incurred by such party as attorneys fees and expenses shall be paid by the other party on demand. 15.Expiration of Offer. This Contract shall be considered null and void if not accepted by Buyer and Seller no later than ______________________________. WITNESS OUR SIGNATURES, on the date stated below the signature of each party.SELLER:_________________________, Inc.A Mississippi CorporationBy: ___________________________________ Title: PresidentDate: ____________________________________________________________, A Mississippi General PartnershipBy: ___________________________________ Title: General PartnerDate: _____________________________________________________________,A Mississippi General PartnershipBy: ___________________________________ Title: General PartnerDate: ___________________________________BUYER: 5 ____________________________, Inc.A _____________ CorporationB y: ___________________________________ Title: ___________________________________Date:___________________________________ ACKNOWLEDGMENT OF EARNEST MONIES ____________________ hereby acknowledges receipt of a fully executed copy of this Contract and a check for the Earnest Money and agrees to act as Escrow Agent in accordance with the terms and conditions herein set forth._________________________By:______________________