Property Transfer Agreement

PROPERTY TRANSFER AGREEMENT

This Property Transfer Agreement (the Agreement) is made and entered into effective as of by and between Transferor Name: with a primary address of (Transferor), and Transferee Name: with a primary address of (Transferee).

RECITALS

WHEREAS, Transferor is the lawful owner of certain real property and improvements located at the real property described in Section 1 (the Property); and

WHEREAS, Transferee desires to acquire and Transferor desires to transfer fee simple title to the Property pursuant to the terms and conditions set forth in this Agreement.

WHEREAS, the parties intend that the transfer effected by this Agreement shall be binding on successors and assigns as provided below.

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

1. DESCRIPTION OF PROPERTY

1.1 Property. Transferor agrees to transfer to Transferee, and Transferee agrees to accept, fee simple title to the real property commonly known as:

2. CONSIDERATION

2.1 Purchase Price. The purchase price for the Property shall be $ (Purchase Price), payable as follows: at Closing as defined in Section 3, Transferee shall deliver to Transferor the balance of the Purchase Price in immediately available funds.

2.2 Earnest Money. If applicable, earnest money shall be held in escrow by: in the amount of $ and shall be applied to the Purchase Price at Closing or otherwise disposed of in accordance with a separate escrow agreement.

3. CLOSING

3.1 Closing Date and Location. The closing of the transfer of the Property (Closing) shall occur on or before at , or at such other date, time and place as the parties may mutually agree in writing.

3.2 Deliveries at Closing. At Closing, Transferor shall deliver to Transferee: (a) a duly executed and acknowledged general warranty deed conveying fee simple title to the Property free of all monetary liens except as permitted herein; (b) instruments reasonably necessary to transfer possession and any keys, codes or security devices; and (c) any affidavits or certificates reasonably required by the title company to issue the title insurance policy described in Section 4.

4. TITLE AND CONVEYANCE

4.1 Title. Transferor shall convey to Transferee good and marketable fee simple title to the Property by general warranty deed, subject only to the Permitted Exceptions. For purposes of this Agreement, "Permitted Exceptions" means: (a) zoning, land use and building restrictions of record; (b) easements, covenants and restrictions of record that do not materially impair the use of the Property for its current use; and (c) matters specifically approved in writing by Transferee prior to Closing.

4.2 Title Insurance. At Closing, Transferee may obtain, at Transferee's expense unless otherwise agreed, an owner's title insurance policy in the amount of the Purchase Price. Transferor shall cooperate in preparing affidavits and providing documents reasonably required by the title insurer.

5. REPRESENTATIONS AND WARRANTIES

5.1 Transferor Representations. Transferor represents and warrants to Transferee as of the date of this Agreement and as of Closing that: (a) Transferor has full right, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby; (b) there are no pending actions, liens, claims or proceedings affecting the Property except as disclosed in writing to Transferee; (c) Transferor has not received written notice of any violation of law affecting the Property that remains uncured; and (d) Transferor will deliver the Property to Transferee at Closing free of any tenants, occupants or personal property except as expressly conveyed.

5.2 Transferee Representations. Transferee represents and warrants that Transferee has full authority to enter into this Agreement and to perform its obligations hereunder, and that Transferee has had the opportunity to conduct such inspections and investigations as Transferee deems necessary.

6. PRORATIONS, TAXES AND COSTS

6.1 Prorations. Real property taxes, assessments, homeowner association dues, rents and other customary proratable items shall be prorated as of the date of Closing. Transferor shall be responsible for all obligations accruing prior to Closing and Transferee for obligations accruing on and after Closing, except as otherwise agreed in writing.

6.2 Closing Costs. Unless otherwise agreed in writing, Transferee shall bear costs of recording the deed and any documentary transfer taxes, and Transferor shall pay costs to release or satisfy any seller-carried liens. Each party shall pay its own legal and professional fees.

7. CONDITION OF PROPERTY; INSPECTIONS

7.1 "As-Is" Transfer. Except as expressly set forth in this Agreement, Transferee accepts the Property in its current physical condition. Transferor shall allow Transferee and its agents reasonable access to the Property prior to Closing for the purpose of inspections, surveys and tests, provided Transferee repairs any damage caused by such activities.

8. INDEMNIFICATION

8.1 Indemnity by Transferor. Transferor shall indemnify, defend and hold harmless Transferee from and against any and all claims, losses, liabilities, costs and expenses, including reasonable attorneys' fees, arising from any breach of Transferor's representations or covenants, or from facts or conditions existing prior to Closing, except to the extent caused by Transferee's actions after Closing.

8.2 Indemnity by Transferee. Transferee shall indemnify Transferor from and against claims arising from Transferee's ownership, use or occupancy of the Property after Closing.

9. RISK OF LOSS

9.1 Risk. The risk of loss or damage to the Property by casualty shall remain with Transferor until Closing. In the event of material loss or damage prior to Closing, Transferor shall promptly notify Transferee. If loss is not covered by insurance or materially reduces the value of the Property, Transferee may elect to: (a) terminate this Agreement and receive return of any earnest money; or (b) proceed to Closing and receive an assignment of any insurance proceeds.

10. NOTICES

10.1 Method. All notices, demands or communications required or permitted under this Agreement shall be in writing and deemed given when delivered personally, sent by nationally recognized overnight courier, or sent by certified mail, return receipt requested, to the addresses set forth below or such other addresses as a party may designate by written notice delivered in accordance with this Section.

11. DEFAULT; REMEDIES

11.1 Remedies. In the event of a material breach of this Agreement by either party, the non-breaching party shall be entitled to specific performance, injunctive relief, and/or damages as permitted by law. The election of a remedy by the non-breaching party shall not preclude the pursuit of any other remedies available at law or equity.

12. MISCELLANEOUS

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state in which the Property is located, without regard to conflict of law principles.

12.2 Entire Agreement. This Agreement, together with all exhibits and written agreements referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations and agreements, whether written or oral.

12.3 Amendments. No modification, amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

12.4 Waiver. The failure of a party to enforce any provision of this Agreement shall not be construed as a waiver of future enforcement of that or any other provision.

12.5 Severability. If any provision of this Agreement is determined to be invalid or unenforceable by a court of competent jurisdiction, such determination shall not affect the remaining provisions of this Agreement, which shall remain in full force and effect.

12.6 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered by electronic means shall be valid and binding.

SIGNATURES

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