Property Sale Waiver Form

PROPERTY SALE WAIVER FORM

This Property Sale Waiver Form is made on between Seller Name: of Address: and Waiver Party Name: of Address: .

Property: (Parcel/ID No.: ; Legal description:

RECITALS

WHEREAS, Seller is the legal owner of the real property described above and proposes to sell the Property to a purchaser upon terms to be agreed; and

WHEREAS, Waiver Party asserts or may assert certain rights, claims, liens, interests or privileges affecting the Property including, without limitation, rights of first refusal, statutory tenancy protections, lien rights, or contractual consents (collectively, the "Asserted Rights"); and

WHEREAS, in connection with the conveyance or sale of the Property, Seller requires an express written waiver, release and consent from Waiver Party as a condition to closing.

NOW, THEREFORE

In consideration of the promises and other good and valuable consideration, the sufficiency of which is acknowledged, the parties covenant and agree as follows:

1. DEFINITIONS

For purposes of this Agreement, "Closing" means the consummation of the sale or other transfer of the Property to a purchaser by delivery of deed and payment of purchase price; "Effective Date" means the date set forth in the opening paragraph; "Asserted Rights" has the meaning set forth in the Recitals.

2. WAIVER AND RELEASE

Waiver Party hereby irrevocably and unconditionally waives, releases, relinquishes and forever discharges any and all Asserted Rights that could delay, obstruct, prevent or condition the sale, conveyance, mortgage, or other transfer of the Property, whether now existing or arising in the future, and whether known or unknown, including the right to notice, consent, first refusal, right of redemption, or to contest title with respect to such transfer, except as expressly reserved in this Agreement.

Without limiting the generality of the foregoing, Waiver Party affirms that it will not file, record, prosecute, maintain, enforce or otherwise assert any lien, claim, encumbrance, objection, or proceeding against the Property or the purchaser in connection with the Closing.

3. SCOPE OF WAIVER

The waiver granted herein applies to all actions, claims and rights relating to the Property and shall be binding on Waiver Party and its successors, assigns, agents and representatives. This waiver extends to claims arising under statute, common law, contract, equity or otherwise.

4. CONSIDERATION

As consideration for this waiver, Seller shall pay to Waiver Party the sum of payable as follows: . The parties acknowledge that such consideration is adequate and bargained-for.

5. REPRESENTATIONS AND WARRANTIES

Waiver Party represents and warrants that: (a) it has full power, authority and legal capacity to execute and deliver this Agreement and to perform its obligations hereunder; (b) the execution and delivery of this Agreement and the performance of its obligations will not violate any contract, court order or applicable law; and (c) no current litigation or administrative proceeding exists that would impair the ability of Waiver Party to grant the waiver set forth herein.

Seller represents and warrants that it is the record owner of the Property or otherwise has authority to cause the sale and to obtain the waiver required by purchaser, and that Seller will cooperate in good faith to effectuate transactions contemplated by this Agreement.

6. INDEMNIFICATION

Waiver Party shall indemnify, defend and hold Seller and any purchaser harmless from and against any and all liabilities, costs, losses, expenses (including reasonable attorney fees), judgments or settlements arising out of any breach of the representations, warranties or covenants of Waiver Party in this Agreement or from any claim by a third party relating to Asserted Rights that were not effectively waived by operation of this Agreement.

7. EFFECTIVE DATE; TERM

This Agreement shall be effective on the Effective Date and shall survive Closing. The obligations and waivers contained herein are perpetual and shall not be revocable by Waiver Party, except by written instrument signed by Seller.

8. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, by nationally recognized overnight courier, or by certified mail, return receipt requested, to the addresses set forth above or such other address as a party designates by notice in accordance with this section.

9. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right.

10. COUNTERPARTS; EXECUTION

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by facsimile, electronic image, or other electronic means shall be valid and binding and treated as originals.

11. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State specified below without regard to conflict of law principles.

12. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior negotiations, understandings and agreements. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

ADDITIONAL PROVISIONS

Right of first refusal Lien or encumbrance release Tenant consent / tenancy rights

The parties acknowledge that they have read and understand this Agreement, have had the opportunity to obtain independent legal advice, and that each enters into this Agreement voluntarily and with full knowledge of its legal effect.

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