Real Estate Buy/Sell Agreement

REAL ESTATE BUY/SELL AGREEMENT

This Real Estate Buy/Sell Agreement ("Agreement") is made and entered into as of Effective Date:

Buyer Name:    Buyer Address:

Seller Name:    Seller Address:

Recitals

WHEREAS, Seller is the owner of certain real property and improvements located at: (the Property); and

WHEREAS, Buyer desires to purchase the Property and Seller desires to sell the Property upon the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that the conveyance will be effected by the delivery of marketable and insurable title at Closing subject to the exceptions permitted by this Agreement.

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

1. Property

1.1 Description. The real property subject to this Agreement includes the land, all improvements, fixtures, easements and appurtenances, and the legal description as follows:

2. Purchase Price

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

3. Earnest Money

3.1 Deposit. Concurrently with Buyer’s execution of this Agreement, Buyer shall deliver earnest money in the amount of $ to Escrow Holder referenced below, to be held in escrow and applied to the Purchase Price at Closing.

3.2 Deadline for Deposit. The earnest money shall be delivered no later than .

4. Financing

4.1 Financing Contingency. This Agreement is subject to Buyer obtaining financing on terms acceptable to Buyer. Buyer shall apply for financing promptly and shall use commercially reasonable efforts to obtain loan approval. Buyer must notify Seller in writing of loan approval or disapproval no later than . If Buyer fails to deliver such notice, financing shall be deemed approved.

5. Title and Survey

5.1 Title Review. Seller shall convey marketable title by general warranty deed, subject only to Permitted Exceptions. Buyer shall have the right to review the preliminary title commitment and survey, if any, and to object in writing to any encumbrances not listed as Permitted Exceptions by . Seller shall have a commercially reasonable period to cure any objections.

6. Closing

6.1 Closing Date and Location. The Closing shall occur on or before at the office of Escrow Holder: or such other location as the parties may agree in writing.

6.2 Closing Deliveries. At Closing, Seller shall deliver a duly executed general warranty deed conveying title free and clear of liens and encumbrances except for Permitted Exceptions. Buyer shall deliver the balance of the Purchase Price by wire transfer or certified funds.

7. Conveyance and Title Insurance

7.1 Conveyance. Conveyance shall be by general warranty deed, free of liens and encumbrances except for Permitted Exceptions. Seller warrants to Buyer that Seller has full power and authority to transfer the Property and that there are no outstanding contracts for sale, leases not disclosed to Buyer, or unrecorded agreements affecting the Property except as set forth in this Agreement.

7.2 Title Insurance. At Closing, Buyer shall be provided an owner’s title insurance policy in the amount of the Purchase Price issued by the Title Company, insuring title subject only to Permitted Exceptions. The cost of the owner’s policy shall be the responsibility of .

8. Seller Representations and Warranties

Seller represents and warrants to Buyer that, as of Closing: (a) Seller is the lawful owner of the Property and has authority to sell; (b) there are no undisclosed material defects in the Property known to Seller; (c) there are no pending or threatened actions, claims, or proceedings affecting the Property; and (d) all taxes, assessments and utilities have been paid through the date of Closing except as otherwise provided in this Agreement. These representations survive Closing for a period of one year.

9. Inspections and Condition

9.1 Inspections. Buyer, at Buyer’s expense, may obtain inspections of the Property prior to the Inspection Deadline: . Buyer shall provide Seller written notice of any unsatisfactory condition discovered by such inspections. Seller may, but is not obligated to, cure defects identified by Buyer within a reasonable cure period.

9.2 AS-IS; Exclusions. Except for Seller’s express representations and warranties in this Agreement, Buyer accepts the Property in its current condition and Seller shall have no obligation to make repairs except as expressly provided in this Agreement.

10. Risk of Loss; Casualty

If, prior to Closing, the Property is materially damaged by fire or other casualty, Buyer may elect to: (a) terminate this Agreement and receive a return of earnest money; or (b) proceed to Closing and receive an assignment of Seller’s insurance proceeds or a credit for the amount of loss. Buyer’s election must be delivered in writing within ten (10) days after receipt of notice of such damage.

11. Prorations and Closing Adjustments

Real property taxes, rents, homeowner association fees, utilities and other customary items shall be prorated as of the Closing Date. Adjustments resulting in amounts under $100 shall not be subject to post-closing adjustment unless requested in writing within thirty (30) days following Closing.

12. Default and Remedies

If Buyer defaults under this Agreement, Seller may elect to retain the earnest money as liquidated damages or pursue all available remedies at law or in equity. If Seller defaults, Buyer may seek specific performance or terminate this Agreement and receive a refund of the earnest money. The parties acknowledge that monetary damages may be inadequate and that equitable relief may be appropriate.

13. Indemnification

Each party shall defend, indemnify and hold the other harmless from and against any losses, claims, damages, liabilities or expenses arising out of breaches of representations or obligations under this Agreement, except to the extent caused by the indemnitee’s gross negligence or willful misconduct.

14. Notices

Notices shall be in writing and delivered by personal delivery, nationally-recognized overnight courier, or certified mail, return receipt requested, to the addresses stated above, or to such other address as a party may designate by written notice.

15. 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.

16. Entire Agreement; Severability

This Agreement, including all exhibits and schedules referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior discussions 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.

17. Amendments; Waiver; Counterparts

No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. The failure of a party to enforce any provision shall not constitute a waiver of that provision. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

Acknowledgment

Each party acknowledges that it has read this Agreement, understands its terms, and has received independent legal advice or has voluntarily chosen not to seek such advice. The parties further acknowledge that their signatures below constitute a binding and enforceable contract.

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