Legal Title Contract

LEGAL TITLE CONTRACT

This Legal Title Contract (the "Agreement") is made as of by and between Grantor Name: (Grantor), an entity type: , and Grantee Name: (Grantee), an entity type: .

RECITALS

WHEREAS, Grantor is the lawful owner of the estate in fee simple in and to the real property commonly known as (the "Property"), and holds title subject to the matters of record and the matters expressly set forth in this Agreement;

WHEREAS, Grantor desires to convey and assign to Grantee all of Grantor's right, title and interest in and to the Property, and Grantee desires to acquire such interest pursuant to the terms and conditions set forth herein;

WHEREAS, the parties intend that the conveyance effected by this Agreement shall be evidenced by a deed and other instruments executed at Closing and recorded as necessary to transfer title to the Property;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Closing" means the date and time at which instruments necessary to transfer title are delivered and consideration is paid. 1.2 "Permitted Encumbrances" means (a) statutory liens for current real property taxes not yet due and payable, (b) recorded easements and restrictions of record disclosed in the title commitment, and (c) other matters expressly identified in this Agreement.

2. GRANT; CONVEYANCE

2.1 Conveyance. Subject to the terms and conditions of this Agreement, at Closing Grantor shall execute and deliver to Grantee a good and sufficient General Warranty Deed Quitclaim Deed (select applicable), conveying all of Grantor's right, title and interest in the Property free and clear of all liens and encumbrances except Permitted Encumbrances.

2.2 Title. Title shall be conveyed subject only to Permitted Encumbrances. Grantor shall deliver marketable title at Closing except for matters expressly waived in writing by Grantee.

3. CONSIDERATION

3.1 Purchase Price. The total consideration for the conveyance of the Property is $ (the "Purchase Price"), payable as set forth herein at Closing.

3.2 Allocation and Payment. The Purchase Price shall be paid in immediately available funds at Closing. Unless otherwise agreed in writing, any earnest money deposit shall be applied against the Purchase Price.

4. CLOSING

4.1 Closing Date and Location. The Closing shall occur on or before at the offices of , or at such other place or by wire transfer as the parties agree in writing.

4.2 Deliverables. At Closing Grantor shall deliver (a) an executed deed conveying title in the form required by applicable law, (b) an executed affidavit of title and other customary closing documents, and (c) any bills of sale necessary to transfer personal property included in the conveyance.

5. TITLE REVIEW; TITLE INSURANCE

5.1 Title Commitment. Within days after the Effective Date, Grantor shall order and deliver to Grantee a current title commitment and legible copies of instruments shown as exceptions.

5.2 Title Insurance. The party responsible for obtaining and paying for the owner's title insurance policy shall be: . The parties shall cooperate in satisfying any requirements of the title company to obtain issuance of an owner's policy at Closing.

6. LIENS, ENCUMBRANCES AND DUE DILIGENCE

6.1 Payoff and Discharge. Grantor shall be responsible for the satisfaction and release of all recorded liens and encumbrances existing as of the Effective Date except for Permitted Encumbrances, such satisfaction and release to occur no later than Closing.

6.2 Due Diligence. Grantee shall have the right to conduct such inspections and examinations as Grantee deems necessary. If Grantee discovers a Title Defect that is not a Permitted Encumbrance and that Grantor is unable to cure prior to Closing, Grantee may elect to terminate this Agreement and receive return of any deposit or negotiate an adjustment to the Purchase Price.

7. REPRESENTATIONS AND WARRANTIES

7.1 Grantor represents and warrants to Grantee that: (a) Grantor is the sole record and beneficial owner of the Property and has full power and authority to enter into and perform this Agreement; (b) there is no pending or, to Grantor's knowledge, threatened litigation affecting the Property; (c) Grantor has not granted any options, rights of first refusal, or other agreements that would impair the transfer of title at Closing; and (d) all statements by Grantor in any document delivered pursuant to this Agreement are true and correct as of the date delivered.

8. INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Indemnification. Each party shall indemnify, defend and hold the other harmless from and against any loss, cost or liability arising out of any breach of its representations, warranties or covenants under this Agreement. 8.2 Limitation. Except for indemnification for fraud or willful misconduct, neither party shall be liable to the other for consequential or punitive damages.

9. TAXES, PRORATIONS, AND ASSESSMENTS

9.1 Taxes and Assessments. Real property taxes, assessments, water and sewer charges and other similar items shall be prorated between Grantor and Grantee as of the Closing Date. Taxes shall be prorated on a fiscal year basis.

9.2 Association and Other Fees. Any condominium or homeowners' association dues or assessments shall be prorated and seller shall deliver current statements at Closing.

10. NOTICES

Notice to Grantor

Notice to Grantee

All notices required or permitted under this Agreement shall be in writing and shall be deemed given upon personal delivery, upon confirmed delivery by overnight courier, or three business days after deposit in the U.S. mail, postage prepaid, addressed to the party at the address set forth above or at such other address as a party may designate by notice to the other.

11. GOVERNING LAW; MISCELLANEOUS

11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its choice of law rules.

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

11.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

11.4 Amendments; Waiver. No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties. No waiver of any provision shall be effective unless in writing and signed by the waiving party.

11.5 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Facsimile or electronic signatures shall be binding for all purposes.

12. FURTHER ASSURANCES

After Closing, each party shall execute and deliver such further documents and instruments and take such further actions as may be reasonably necessary to effectuate the purposes of this Agreement and to transfer, preserve, protect and perfect the title conveyed hereunder.

ADDITIONAL TERMS

13.1 Risk of Loss. Risk of loss or damage to the Property shall remain with Grantor until Closing. If material damage occurs prior to Closing, Grantee may terminate this Agreement or elect to proceed with an adjustment to the Purchase Price.

13.2 Survival. All representations, warranties and covenants made by the parties in this Agreement shall survive Closing to the extent permitted by law for a period of one year, except where a longer survival period is specified herein.

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