Partition Agreement Template

PARTITION AGREEMENT

This Partition Agreement (the "Agreement") is made as of by and between Client Name: an entity type: Individual Corporation LLC , with principal address: (hereinafter "First Party"), and Client Name: an entity type: Individual Corporation LLC , with principal address: (hereinafter "Second Party"). The First Party and the Second Party are hereinafter collectively referred to as the "Parties."

RECITALS

WHEREAS, the Parties are record owners as tenants in common of certain real property located at and legally described as: Parcel/Tax ID:

WHEREAS, the Parties desire to divide, partition or otherwise dispose of the Property among themselves in accordance with the terms and procedures set forth in this Agreement in order to terminate their tenancy in common and to convey clear and separate title to the subdivided portions or to sell and distribute net proceeds as provided herein.

WHEREAS, the Parties acknowledge that the Property is unique and that partition in kind may be impracticable or require survey, easements or cash adjustments to effect an equitable division.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Property" means the real property described above, including all buildings, improvements, rights, easements and appurtenances thereto.

1.2 "Effective Date" means the date first set forth above in the opening paragraph.

2. METHOD OF PARTITION

2.1 Election of Method. The Parties elect the following method of partition (select one): Partition in Kind (division of the Property into separate parcels) Partition by Sale (sale of the Property and division of net proceeds)

2.2 Partition in Kind. If Partition in Kind is selected, the Parties shall obtain a professional survey and prepare a plat dividing the Property into distinct parcels reasonably approximating the Parties' ownership interests. The Parties shall agree upon or, if unable to agree, submit to a surveyor jointly selected to allocate boundaries, easements of access, utility locations and any necessary adjustments in consideration (cash equalization payments) so that each resulting parcel conveys clear title to the receiving Party. Surveyor: . Cash equalization payment from to in the amount of $, if required, shall be paid at Closing.

2.3 Partition by Sale. If Partition by Sale is selected, the Parties shall engage a broker or agent to list the Property at a mutually agreed minimum price. Net proceeds (gross sale price less ordinary closing costs, broker commissions, applicable taxes and liens) shall be divided between the Parties in accordance with their respective ownership interests: First Party: ; Second Party: . Agent/Broker: .

3. CONVEYANCE; CLOSING

3.1 Closing. The conveyance or sale shall be closed at an escrow or title company selected by mutual agreement. Closing Agent/Escrow: . Closing Date shall be no later than unless extended by mutual written agreement.

3.2 Conveyance Documents. At Closing, each Party shall execute and deliver all instruments necessary to vest marketable title in the grantee(s) of the respective partitioned parcel(s) or to effectuate sale, including general warranty deeds or quitclaim deeds as appropriate, affidavits regarding mechanics' liens, owner’s affidavits and any other documents reasonably required by the Closing Agent or purchaser.

3.3 Title. The Parties shall cooperate to obtain a current title commitment. Any title defects, liens or encumbrances existing as of the Effective Date not expressly assumed in writing shall be resolved or paid at Closing as provided in Section 5.

4. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other as of the Effective Date and as of Closing that: (a) such Party is the lawful owner of its interest in the Property and has full authority to enter into this Agreement; (b) there are no undisclosed leases, options, or agreements affecting the Property except as disclosed in writing to the other Party; (c) there are no judgments, actions, claims or liens against the Property except as disclosed:

5. COSTS, LIENS AND PRORATIONS

5.1 Closing Costs. Closing costs shall be borne as follows: escrow fees and title insurance premiums shall be split equally between the Parties unless otherwise agreed in writing; each Party shall bear its own counsel fees. Specific allocation of costs:

5.2 Liens and Encumbrances. Any liens or encumbrances of record affecting the Property shall be paid or otherwise resolved at Closing out of sale proceeds or by the Party who created or consented to the lien, unless the Parties agree otherwise in writing.

6. TAXES AND ASSESSMENTS

Real property taxes and assessments shall be prorated as of the date of Closing. Any tax consequences of partition or sale shall be the responsibility of the Parties respectively, and each Party is encouraged to consult its own tax advisor regarding tax reporting and allocation. Tax parcel for proration:

7. COVENANTS; RESTRICTIONS

Each Party covenants that from the Effective Date until Closing it will not execute any instruments or take any actions that would impair or encumber the other Party's rights hereunder, except with prior written consent. The Parties shall cooperate to grant necessary easements or covenants consistent with the plat or division.

8. INDEMNIFICATION

Each Party shall indemnify, defend and hold harmless the other Party from and against any loss, liability, claim, damage or expense (including reasonable attorneys' fees) arising out of any breach of such Party’s representations, warranties or covenants under this Agreement or out of that Party’s acts or omissions affecting the Property prior to Closing.

9. REMEDIES; SPECIFIC PERFORMANCE

The Parties agree that monetary damages may not be an adequate remedy for breach of this Agreement with respect to specific conveyances; accordingly, the prevailing Party shall be entitled to seek specific performance, injunctive relief, and all other remedies available at law or in equity. This Agreement shall not limit any other remedies the Parties may have.

10. NOTICES

Notices shall be deemed given upon personal delivery, three (3) business days after deposit in the United States mail, certified and postage prepaid, or upon confirmed electronic delivery provided a copy is also sent by mail to the address above.

11. AMENDMENTS; WAIVER

This Agreement may be amended or modified only by an instrument in writing executed by all Parties. No waiver of any provision hereof shall be effective unless in writing signed by the Party waiving compliance.

12. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of . Any action to enforce this Agreement shall be brought in the state or federal courts located in the county in which the Property is situated, and the Parties hereby submit to the jurisdiction and venue of such courts.

13. ENTIRE AGREEMENT

This Agreement contains the entire understanding of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

14. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

15. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Electronic signatures or facsimile copies of signatures shall have the same force and effect as originals.

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