Legal Signed OTP Document

LEGAL SIGNED OTP DOCUMENT

This Offer to Purchase and Related Agreement (the Agreement) is made on between Seller Name: of (Seller) and Buyer Name: of (Buyer).

Recitals

WHEREAS, Seller is the owner of certain real property commonly known as and legally described as set forth below; and

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

WHEREAS, the parties intend for this document to constitute a binding offer to purchase subject to acceptance by Seller in accordance with the terms herein.

NOW THEREFORE

In consideration of the mutual covenants and agreements contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. Property; Legal Description

1.1 Property. Seller agrees to sell and Buyer agrees to purchase the real property commonly known as the address provided above (the Property), together with all improvements, fixtures and appurtenances thereto.

2. Purchase Price and Deposit

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

2.2 Deposit. Upon execution of this Agreement by Buyer, Buyer shall deliver to Seller or Seller's escrow holder a deposit in the amount of $ (Deposit). The Deposit shall be held in escrow pursuant to the escrow instructions agreed by the parties and applied to the Purchase Price at Closing.

3. Closing

3.1 Closing Date. The Closing shall occur on or before unless extended by mutual written agreement of the parties.

3.2 Closing Deliveries. At Closing, Seller shall deliver to Buyer a duly executed and recordable deed conveying marketable title to the Property free and clear of all liens and encumbrances except those Permitted Exceptions identified in Section 6. Buyer shall pay or deliver the balance of the Purchase Price, prorations and adjustments as set forth herein.

4. Conditions Precedent

4.1 This Agreement is subject to the following conditions precedent, each of which shall be satisfied or waived in writing by the benefiting party prior to Closing: (a) Buyer's receipt of written evidence of clear marketable title; (b) Buyer's approval of physical inspection and environmental review of the Property; (c) Buyer's ability to obtain financing on terms acceptable to Buyer.

5. Title; Conveyance; Prorations

5.1 Title. Seller shall convey title by general warranty deed (or other standard form deed customarily used in the jurisdiction) subject only to Permitted Exceptions. Buyer shall be afforded a period to examine title and deliver objections in writing.

5.2 Prorations. Real property taxes, assessments, rents, utilities and other customary prorations shall be allocated between the parties as of the Closing Date in accordance with local practice.

6. Representations and Warranties

6.1 Seller represents and warrants to Buyer that: (a) Seller is the lawful owner of the Property and has full right, power and authority to enter into and perform this Agreement; (b) to Seller's knowledge, there are no pending actions affecting the Property that would materially impair Buyer's intended use; and (c) all information supplied by Seller to Buyer regarding the Property is true and correct in all material respects.

6.2 Buyer represents that Buyer has the legal capacity and authority to enter into this Agreement and that Buyer shall timely satisfy any financing contingencies.

7. Default; Remedies

7.1 If Buyer defaults in the performance of Buyer's obligations under this Agreement, Seller may elect to retain the Deposit as liquidated damages or pursue other remedies available at law or in equity. If Seller defaults, Buyer may seek specific performance or pursue damages consistent with applicable law.

7.2 The parties acknowledge that the remedies provided are cumulative and not exclusive of any other remedies available.

8. Notices

8.1 All notices, demands or other communications required or permitted under this Agreement shall be in writing and delivered by hand, nationally recognized overnight courier, or by certified mail, return receipt requested, addressed to the addresses set forth below (or to any other address designated in writing by a party).

9. Miscellaneous Provisions

9.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state identified by the parties below, without regard to conflict of laws principles.

9.2 Entire Agreement. This Agreement, together with any schedules and addenda executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings.

9.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be construed so as to effectuate the intent of the parties to the greatest extent permitted by law.

9.4 Amendments; Waiver. This Agreement may be amended or modified only by a written instrument executed by both parties. No waiver of any provision shall be effective unless in writing and signed by the party to be charged.

9.5 Counterparts. This Agreement 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 delivered by electronic means shall be binding.

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