Agreement for Sale of Commercial Real Estate

AGREEMENT FOR SALE OF COMMERCIAL REAL ESTATE

THIS AGREEMENT, made the day of , 20 , by and between , husband and wife, of , hereinafter called “SELLERS,” and , of , hereinafter called “BUYERS”;

W I T N E S S E T H:

THE PARTIES hereto, intending to be legally bound, hereby agree as follows:

1. The Sellers agree to sell to Buyers and Buyers agree to purchase from Sellers land and buildings in , County, State of , described in a Deed into Sellers recorded in County Record Book , Page , the parcel being conveyed to contain acres, more or less.

2. The purchase price shall be ( ). Sellers acknowledge receipt of hand money (the “Deposit”) prior to the signing of this Agreement to be held by until closing, and shall be a credit thereafter on the closing toward the total purchase price. This Agreement is contingent, however, on the Buyers selling the real property located at prior to closing. If the Buyers are not able to sell said property by , then this Sales Agreement shall be null and void and all deposit monies paid by the Buyers shall be promptly refunded to the Buyers. Buyers may request, however, an extension to close up to ninety (90) days from . If said request is received in writing by Sellers on or before , said extension may be signed if the parties mutually agree to said extension before . If Sellers receive notice that closing is to take place on or before , they shall have a minimum of fifteen (15) days after the closing date to remove their personal property.

3. Sellers and Buyers shall each pay one-half of the state and local realty transfer taxes due, each projected to be in the amount of .

4. The - real estate taxes shall be prorated as of the date of closing, with the City and County taxes being prorated on a calendar-year basis, and School tax being prorated on a fiscal-year basis. Possession shall be transferred at closing.

5. Risk of loss from fire or other casualty shall remain with the Seller until closing.

6. The Sellers shall not commit waste and shall maintain the property and lands in-like condition until closing. Buyers shall have the right prior to closing to inspect the property upon giving forty-eight (48) hours written notice to the Sellers’ attorney.

7. The Buyers are hereby notified that the premises described in this Agreement are not serviced by a community sewage treatment facility, but require an on-site septic system. Buyers should contact the local agency charged with enforcement of the local or state laws to learn the requirements prior to signing this Agreement.

8. As of the closing date, to best of the Sellers’ knowledge, the Sellers represent and warrant the following to the Buyers:

(a) The Sellers are not nor is the property in violation of any law, environmental statute, ordinance, regulation, requirement or directive of any type;

(b) The property is not subject to any zoning regulation; and

(c) The property is not the subject of any lawsuit.

9. Sellers certify that, to the best of their knowledge, information, and belief, there have been no hazardous substances dumped on the premises by any person, firm, or entity and that the Deed conveying the premises will contain a “hazardous waste clause.”

10. Title to the subject premises shall be transferred by General Warranty Deed, and title to the premises shall be good and marketable in the opinion of an attorney for the Buyers, based on a sixty-year title examination to a good and sufficient General Warranty Deed. Any exception and reservation for oil, gas, and minerals in, on, and under the premises existing in favor of another party in the chain of title will not be considered a defect in title or anything which would take away an otherwise good and marketable title to the real estate. The conveyance in this transaction will be under and subject to the provisions and rights contained therein in the Long-Term Timber Contract between and previously mentioned.

11. At closing, the Sellers shall deliver to the Buyers a right-of-way, which shall be recorded, that will allow the Buyers and their invitees and their successors and assigns, to use the paths and trails for walking only (no ATV’s, horses, etc.), not inconsistent with any Long-Term Timber Contract, on the following two adjacent parcels of land of the Sellers:

Parcel 1:

Parcel 2:

BEING the same premises

12. Sellers shall, before selling either of the two (2) adjacent properties of land listed below, first offer property to the Buyers, at a price to be named by the Sellers; and if the Buyers do not accept such offer within twenty (20) days, then the Sellers may sell either of the two (2) adjacent properties to any other person or persons but only at the same price and terms. The two (2) adjacent parcels of land that the Sellers are giving the Buyers a first right of refusal to are:

Parcel 1:

Parcel 2:

BEING the same premises

13. The Buyers may have the property surveyed within one (1) year from the date of the closing. The Buyers shall escrow from the Sellers’ sales proceeds, which shall be applied to the actual cost and expense of the survey. If no survey is performed within one (1) year from the date of closing or if the actual cost of the survey is less than , then the Buyers shall promptly refund the balance of the monies held in the escrow account to the Sellers.

14. If Sellers shall be in default hereunder due to the failure of title or a fire/catastrophe that partially or totally destroys the property, the Buyers, as their sole and exclusive remedies, may terminate this Agreement by written notice delivered to the Sellers at or prior to the closing, in which event the Deposit and all interest earned thereon shall belong to the Buyers, Seller shall have no further obligation or liability to the Buyers and the Buyers shall have no further rights hereunder.

IN WITNESS WHEREOF, the parties have caused this instrument to be duly executed the day and year first above written.