Purchase Contract Agreement

PURCHASE CONTRACT AGREEMENT

This Purchase Contract Agreement (the Agreement) is made and entered into as of by and between Seller Name: ("Seller") and Buyer Name: ("Buyer"). Seller and Buyer are each a Party and collectively the Parties.

RECITALS

WHEREAS, Seller is the owner of the property described as:

WHEREAS, Buyer desires to purchase and Seller desires to sell the Property on the terms and conditions set forth herein.

WHEREAS, the Parties intend that this Agreement set forth the full and final terms governing the purchase and sale of the Property.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the Parties agree as follows:

1. DEFINITIONS

Capitalized terms used in this Agreement shall have the meanings set forth herein. "Closing" means the consummation of the transactions contemplated by this Agreement. "Title" means marketable fee simple title free and clear of all liens, encumbrances, easements and defects except as expressly permitted in this Agreement.

2. PURCHASE AND SALE

2.1 Sale. Subject to the terms and conditions of this Agreement, Seller agrees to sell and convey to Buyer, and Buyer agrees to purchase from Seller, the Property described above.

3. PURCHASE PRICE; DEPOSIT

3.1 Purchase Price. The total purchase price for the Property shall be $ (Purchase Price), payable as set forth in this Agreement.

3.2 Deposit. Concurrent with the execution of this Agreement Buyer shall deliver to Seller or Seller's escrow agent a deposit in the amount of $ as earnest money, to be applied to the Purchase Price at Closing or otherwise disposed of in accordance with this Agreement.

4. CLOSING

4.1 Closing Date. The Closing shall occur on or before (Closing Date), unless extended by mutual written agreement of the Parties.

4.2 Deliveries at Closing. At Closing, Seller shall deliver to Buyer a duly executed deed conveying good and marketable Title to the Property, together with any affidavits, assignments, bills of sale, estoppel certificates and other instruments reasonably required to transfer possession and ownership. Buyer shall deliver the balance of the Purchase Price by wire transfer of immediately available funds or other agreed form of payment.

5. TITLE, SURVEYS AND INSPECTIONS

5.1 Title. Seller shall, at Seller's expense, deliver at or prior to Closing a title insurance commitment showing Title in Seller and setting forth exceptions. Buyer shall have the right to object to any title defects or exceptions within the Title Objection Period set forth in the title commitment. Seller shall have a reasonable period to cure title objections prior to Closing.

5.2 Inspections. Buyer shall have the right, at Buyer's expense, to conduct physical inspections of the Property within days after the Effective Date. If Buyer reasonably determines that material defects exist, Buyer may either (a) accept the Property as-is, or (b) notify Seller of Buyer’s objections and request Seller cure; if Seller elects not to cure, Buyer may terminate this Agreement and receive return of the Deposit, unless otherwise agreed.

6. REPRESENTATIONS AND WARRANTIES

6.1 Seller Representations. Seller represents and warrants to Buyer that, to Seller's knowledge, (a) Seller has good and marketable Title to the Property, (b) there are no pending actions, liens or encumbrances other than those disclosed to Buyer in writing, and (c) Seller has full power and authority to execute and deliver this Agreement and consummate the transactions contemplated herein.

6.2 Buyer Representations. Buyer represents and warrants to Seller that Buyer has the legal capacity and authority to enter into this Agreement and that Buyer will perform Buyer's obligations hereunder in good faith and in a timely manner.

7. RISK OF LOSS; CONDITION OF PROPERTY

7.1 Risk of Loss. Risk of loss or damage to the Property shall remain with Seller until the Closing. If, prior to Closing, the Property is damaged or materially destroyed, Seller shall promptly notify Buyer and Buyer may elect to (a) terminate this Agreement and receive return of the Deposit, or (b) proceed to Closing and accept an assignment of any insurance proceeds.

7.2 Condition. Except as expressly set forth in Seller's representations and warranties, Buyer accepts the Property in its then-existing condition. Seller shall disclose any known material defects in writing prior to the expiration of the inspection period.

8. DEFAULT AND REMEDIES

8.1 Seller Default. If Seller fails to perform Seller's obligations under this Agreement, Buyer may seek specific performance of this Agreement or terminate and seek damages; provided, however, Buyer's right to damages shall be subject to any limitations set forth herein.

8.2 Buyer Default. If Buyer defaults in Buyer's obligations, Seller may retain the Deposit as liquidated damages or pursue other remedies at law or in equity. The Parties agree that any election of remedies shall be exclusive only to the extent so designated in writing.

9. TAXES, ASSESSMENTS AND PRORATIONS

Real property taxes, assessments, common area charges, rents and other charges shall be prorated as of the Closing Date. Any transfer taxes, documentary stamps or similar charges payable by reason of the conveyance shall be paid as set forth herein:

10. INDEMNIFICATION

Each Party shall indemnify, defend and hold harmless the other Party from and against any claims, losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of the indemnifying Party's breach of this Agreement, negligence or willful misconduct. Indemnity obligations shall survive Closing to the extent necessary to resolve matters arising prior to Closing.

11. NOTICES

All notices, demands or communications required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered personally, sent by nationally recognized overnight courier, or three (3) business days after deposit in the United States mail, postage prepaid, sent to the addresses set forth below (or such other address as a Party may specify by written notice).

12. AMENDMENT; WAIVER

This Agreement may be amended, modified or supplemented only by a written instrument executed by both Parties. No waiver of any provision shall be effective unless in writing and signed by the Party granting the waiver. No waiver of a breach shall be deemed a waiver of any subsequent breach.

13. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State specified for notices above, without regard to conflict of laws principles. Any action to enforce or interpret this Agreement shall be brought exclusively in the state or federal courts located in the jurisdiction where the Property is located, and the Parties submit to the personal jurisdiction of such courts.

14. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any exhibits, schedules and written addenda executed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

15. 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 by electronic transmission shall be deemed original signatures for all purposes.

16. MISCELLANEOUS

The headings in this Agreement are for convenience only and shall not affect the interpretation of this Agreement. Time is of the essence with respect to all dates and times set forth in this Agreement.

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