Property Interest Transfer Agreement

PROPERTY INTEREST TRANSFER AGREEMENT

This Property Interest Transfer Agreement (the "Agreement") is made as of Effective Date: by and between Transferor Name: whose mailing address is Transferor Address: , and Transferee Name: whose mailing address is Transferee Address: .

RECITALS

WHEREAS, Transferor is the legal owner of certain right, title and interest in and to the real property and interests described as follows: Legal Description:

WHEREAS, the property is commonly known as Property Address: and has Parcel or Tax ID: ; and

WHEREAS, Transferor desires to transfer and convey, and Transferee desires to accept, all of Transferor's right, title and interest in the foregoing property subject to the terms and conditions set forth herein.

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

1. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below: "Property" means the real property, together with all improvements, appurtenances and easements, described in the Legal Description field above; "Transfer" means the conveyance of the interest specified in Section 2; "Closing" means the date and time on which the Transfer shall be consummated as set forth in Section 4.

2. TRANSFER AND CONVEYANCE

2.1 Transfer. Subject to the terms and conditions of this Agreement, at Closing Transferor shall sell, assign, transfer and convey to Transferee, and Transferee shall accept, Transferor's right, title and interest in and to the Property, together with all rights, privileges and appurtenances thereto, free from any voluntary liens and encumbrances except as expressly set forth in this Agreement or in the Title Exceptions field below.

2.2 Form of Conveyance. The conveyance shall be by instrument appropriate to the type of interest being transferred, in form sufficient to transfer title and recordable in the appropriate public records. Transferor shall execute and deliver to Transferee a good and sufficient deed or assignment conveying the interest being transferred, subject to permitted exceptions.

3. CONSIDERATION

As consideration for the Transfer, Transferee shall pay to Transferor the sum of Amount: $ (the "Consideration"), payable as follows:

4. CLOSING

4.1 Closing Date and Location. The Closing shall occur on Closing Date: at Closing Location: , or at such other date, time and place as the parties may agree in writing.

4.2 Closing Deliveries. At Closing, Transferor shall deliver the executed deed or assignment and any instruments reasonably necessary to transfer the interest, and Transferee shall deliver the Consideration and any affidavits, certificates and other instruments required by this Agreement.

5. REPRESENTATIONS AND WARRANTIES OF TRANSFEROR

Transferor represents and warrants to Transferee that as of the Effective Date and through Closing: (a) Transferor is the lawful owner of the interest to be transferred and has full power and authority to enter into this Agreement and consummate the Transfer; (b) there are no outstanding contracts, options or rights of first refusal that would impair the Transfer, except as disclosed in Title Exceptions; (c) Transferor knows of no facts that would render the deed or assignment void or voidable; and (d) Transferor will cooperate in good faith to obtain any consents necessary to effectuate the Transfer.

6. REPRESENTATIONS AND WARRANTIES OF TRANSFEREE

Transferee represents and warrants that it has the legal capacity and authority to enter into this Agreement, that the Consideration is available to be paid at Closing in the form agreed, and that Transferee has conducted such due diligence as it deems necessary with respect to the Property.

7. COVENANTS

From the Effective Date until Closing, Transferor shall not transfer, mortgage, encumber or otherwise dispose of any interest in the Property except as expressly permitted by this Agreement. Each party shall execute and deliver such further assurances and documents as may be necessary to effectuate the Transfer.

8. TITLE; EXCEPTIONS

Transferor shall, at or prior to Closing, disclose to Transferee all liens, claims, encumbrances, unpaid assessments and any pending litigation affecting the Property. Except for the permitted exceptions listed above, Transferor shall convey good and marketable title.

9. TAXES, ASSESSMENTS AND COSTS

Unless otherwise agreed in writing, Transferor shall be responsible for all transfer taxes, documentary stamps and recording fees attributable to instruments executed by Transferor, and Transferee shall be responsible for recording fees for instruments executed by Transferee and for payment of any purchase price-related taxes. Responsibility for prorations of property taxes, rents, utilities and other assessments shall be apportioned as of the Closing Date.

10. INDEMNIFICATION

Transferor shall indemnify, defend and hold harmless Transferee from and against any and all claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising from Transferor's breach of any representation, warranty or covenant in this Agreement or from matters affecting the Property occurring prior to Closing. Transferee shall indemnify Transferor for claims arising from Transferee's breach or acts occurring after Closing.

11. RECORDING

The party responsible for submitting instruments for recording shall be Recording Party: . All recording shall be done in the jurisdiction where the Property is located and at the expense of the party obligated under Section 9 unless otherwise agreed in writing.

12. NOTICES

All notices and other communications required or permitted hereunder shall be in writing and delivered to the parties at their respective addresses set forth below or at such other address as a party may designate by notice.

13. FURTHER ASSURANCES

Each party shall execute and deliver such additional instruments and take such further actions as reasonably may be necessary to carry out the intent and purposes of this Agreement and to effectuate the Transfer.

14. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. Venue for any action arising under this Agreement shall be in the state or federal courts located in the county where the Property is situated.

15. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written.

16. SEVERABILITY

If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect and the invalid provision shall be replaced by a valid provision that most closely accomplishes the original intent.

17. AMENDMENTS; WAIVER; ASSIGNMENT

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. No waiver shall constitute a waiver of any other breach or default. Neither party may assign its rights or obligations without the prior written consent of the other party, except that Transferee may assign to an affiliate or successor in interest without Transferor's consent provided Transferee remains liable hereunder.

18. 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 electronically or by facsimile shall be binding for all purposes.

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