Agreement of Sale of Residential Property with Assumption of Existing Mortgage

General Form of Agreement of Sale of Residential Property with Assumption of Existing Mortgage or Deed of Trust

Agreement made on the , between of , hereinafter called Seller, and of , hereinafter called Purchaser.

Whereas, Seller is the owner of the lot or parcel of real property (the Property) located at and described as follows:

Whereas, the Property consists of a lot with improvements on the Property described as follows:

Whereas, located on the Property are the following items of equipment and other articles of personal property, owned by Seller and used on and in connection with the Property:

Whereas, the said real and personal Property is hereafter jointly referred to as the Property; and

Whereas, Seller desires to sell and Purchaser desires to buy the Property, for the purchase price and on the terms and conditions set forth below;

Now, therefore, for and in consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Purchase Price and Terms of Payment

The purchase price for Property is $, which shall be paid as follows:

A. By cash on the closing of this Sale in the amount of $;

B. By assumption of an existing Mortgage (or Deed of Trust) on Property held by at , which Purchaser expressly assumes and agrees to pay. The present principal balance outstanding on the Note secured by said Mortgage is $. Said Mortgage is recorded in Book at Page of at .

2. Title

Title to Property to be conveyed by Seller shall be good and marketable title, clear of all liens (excluding the Mortgage being assumed), encumbrances, defects, and burdens, except:

Title as required by this Agreement shall be evidenced by:

The policy shall be issued as of the date of closing, shall be in the amount of the purchase price.

3. Closing Costs

The following closing costs shall be paid as provided. (Leave blank if the closing cost does not apply.)

* 50/50 between Purchaser and Seller.

4. Proration

Taxes for the current year, interest, maintenance fees, assessments, dues and rents, if any, will be prorated through the Closing Date. If taxes for the current year vary from the amount prorated at closing, the parties shall adjust the prorations when tax statements for the current year are available. If the lender of the loan being assumed maintains an escrow account, the escrow account must be transferred to Purchaser without any deficiency. Purchaser shall reimburse Seller for the amount in the transferred account. If taxes are not paid at or prior to closing, Purchaser will be obligated to pay taxes for the current year.

5. Casualty Loss

If any part of the Property is damaged or destroyed by fire or other casualty loss after the effective date of the Agreement, Seller shall restore the Property to its previous condition as soon as reasonably possible. If Seller fails to do so due to factors beyond Seller’s control, Purchaser may either (a) terminate this Agreement and the earnest money will be refunded to Purchaser (b) extend the time for performance and the Closing Date will be extended as necessary or (c) accept the Property in its damaged condition and accept an assignment of insurance proceeds.

6. Default

If Purchaser fails to comply with this Agreement, Purchaser will be in default, and Seller may either (a) enforce specific performance, seek such other relief as may be provided by law, or both, or (b) terminate this Agreement and receive the earnest money as liquidated damages, thereby releasing both parties from this Agreement. If, due to factors beyond Seller’s control, Seller fails within the time allowed to make any non-casualty repairs or deliver evidence of clear title, Purchaser may either (a) extend the time for performance up to 15 days and the Closing Date will be extended as necessary or (b) terminate this Agreement as the sole remedy and receive a refund of the earnest money. If Seller fails to comply with this Agreement for any other reason, Seller will be in default and Purchaser may either (a) enforce specific performance, seek such other relief as may be provided by law, or both, or (b) terminate this Agreement and receive the earnest money, thereby releasing both parties from this Agreement.

7. Attorney’s Fees

The prevailing party in any legal proceeding brought under or with respect to the transaction described in this Agreement is entitled to recover from the non-prevailing party all costs of such proceeding and reasonable attorney’s fees.

8. Representations

Seller represents that as of the Closing Date (a) there will be no liens, assessments, or security interests against the Property which will not be satisfied out of the sales proceeds other than the loan assumed by Purchaser and (b) the assumed loan will not be in default. If any representation in this Agreement is untrue on the Closing Date, this Agreement may be terminated by Purchaser and the earnest money will be refunded to Purchaser. All representations contained in this Agreement will survive closing.

9. No Brokers or Agents

The parties represent that neither party has employed the services of a real estate broker or agent in connection with the Property, or that if such agents have been employed, that the party employing said agent shall pay any and all expenses outside the closing of this agreement.

10. Eminent Domain

If the Property is condemned by eminent domain after the effective date hereof, the Seller and Purchaser shall agree to continue the closing, or a portion thereof, or cancel this Agreement. If the parties cannot agree, this Agreement shall remain valid with Purchaser being entitled to any condemnation proceeds at or after closing, or be cancelled and the earnest money returned to Purchaser.

11. Insurance

Risk of loss or damage to Property by fire, storm, burglary, vandalism, or other casualty, between the date of this Agreement and the Closing, shall be and is assumed by Purchaser. No such loss or damage shall void or impair this Agreement. If the improvements or personal property, or both, are damaged or destroyed, in whole or in part, by casualty prior to closing, the Agreement shall continue in full force and effect, and Purchaser shall be subrogated to Seller's right of coverage with respect to any insurance carried by Seller.

12. Maintenance of Property

Seller shall maintain Property, including improvements, the personal Property described above, and lawns, shrubs, and trees, in its present condition pending the closing of this transaction, normal and reasonable wear excepted. Prior to transfer of possession, Purchaser shall cause Property to be cleaned and placed in a neat, sanitary, and habitable condition. Property shall be transferred to Purchaser, as provided in this Agreement, in such condition, and clear of all trash, debris, and the personal effects, furnishings, and belongings of Seller.

13. Closing Date and Possession

The closing of the sale will be on or before unless extended pursuant to the terms hereof. Seller shall deliver possession of the Property to Purchaser at closing. Title shall be conveyed to Purchaser as:

Joint tenants with rights of survivorship,

Tenants in common,

Other:

Prior to closing the Property shall remain in the possession of Seller and Seller shall deliver the property to Purchaser in substantially the same condition at closing, as on the date of this Agreement, reasonable wear and tear excepted.

14. Earnest Money

Purchaser shall deposit $ as earnest money with $ upon execution of this Agreement by both parties. Said earnest money may be applied to the purchase price at closing unless forfeited as provided.

15. Property Condition

A disclosure of lead-based paint and lead-based paint hazards is required by Federal law for a residential dwelling constructed prior to 1978. An addendum providing such disclosure:

is attached is not applicable.

Purchaser hereby represents that he/she has personally inspected and examined the Property, and unless otherwise set forth in writing elsewhere in this Agreement, Seller has made no representations concerning the present or past structural condition of the improvements. Purchaser agrees that he/she will not hold Seller or its representatives responsible or liable for any present or future structural problems or damage to the foundation or slab of said property.

Purchaser and Seller agree to the following concerning the condition of the property:

Purchaser accepts the property in it's "as-is" and present condition.

Purchaser may have the property inspected by persons of Purchaser’s choosing and at Purchaser's expense. If the inspection report reveals defects in the property, Purchaser shall notify Seller within 5 days of receipt of the report and may cancel this Agreement and receive a refund of earnest money, or close the sale notwithstanding the defects, or

Purchaser and Seller may renegotiate this Agreement, in the discretion of Seller. All inspections and notices to Seller shall be complete within days after execution of this Agreement.

16. Mechanical Equipment and Built-In Appliances

All such equipment is sold:

as is without warranty, or

shall be in good working order on the date of closing.

Any repairs needed to mechanical equipment or appliances, if any, shall be the responsibility of:

Seller Purchaser

17. No Waiver

The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

18. Governing Law

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of .

19. Notices

Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement.

20. Mandatory Arbitration

Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.

21. Entire Agreement

This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.

22. Modification of Agreement

Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party.

23. Assignment of Rights

The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party.

24. Counterparts

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument.

WITNESS our signatures as of the day and date first above stated.