Real Estate Merger Agreement

REAL ESTATE MERGER AGREEMENT

This Real Estate Merger Agreement (the Agreement) is made and entered into as of Effective Date: by and between the parties identified below. The parties intend by this Agreement to effect a statutory merger or other combination of entities and the concurrent transfer and consolidation of the real property interests described in Section 2 into the Surviving Entity identified herein.

1. Parties

Individual Corporation LLC Partnership Other

Individual Corporation LLC Partnership Other

2. Property Identification

3. Merger and Transfer

At the Effective Date stated above, Party A and Party B shall be merged into the Surviving Entity and, as a result of the merger, all right, title and interest in and to the real property described in Section 2 shall be transferred, assigned and vested in the Surviving Entity by operation of law or by any conveyance documents necessary to effect recordable title. The Surviving Entity shall be responsible for preparing and filing any instruments of merger or transfer required by applicable law.

Closing Date: . The parties shall cooperate and take all actions reasonably necessary to consummate the merger and transfer on or before the Closing Date.

4. Consideration and Assumption of Liabilities

The Surviving Entity shall assume the liabilities described below and those specifically assumed by written agreement at or prior to Closing. Assumed liabilities:

5. Title, Survey and Closing Deliverables

Closing deliverables shall include, but not be limited to: duly executed merger documents, deeds or other conveyances necessary to vest record title in the Surviving Entity, appropriate affidavits required by the title company, executed payoff letters for any liens to be satisfied, and any instruments required to evidence assumption of permitted encumbrances.

6. Representations and Warranties

Each party represents and warrants to the other as of the Effective Date and as of Closing that: (a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization; (b) it has full power and authority to enter into this Agreement and to consummate the transactions contemplated herein; and (c) the execution, delivery and performance of this Agreement do not violate any material agreement to which such party is bound.

Party A further represents that, to its knowledge, the property is not subject to any material environmental condition or contamination except as disclosed:

Party B further represents that it has not granted any options, rights of first refusal, easements or other interests affecting the property other than as disclosed:

7. Environmental and Disclosure Matters

Lead-based paint disclosure applicable (if property constructed before 1978): Yes No

Known mold or prior material water intrusion: Yes No

Prior material structural damage or insurance claims related to the property: Yes No

8. Taxes, Assessments and Utilities

Real property taxes and assessments shall be prorated between the parties as of the Closing Date. Special assessments and utility charges assessed or billed to the property prior to Closing shall be the responsibility of the transferring party unless otherwise agreed in writing.

9. Indemnification; Survival

Each party agrees to indemnify, defend and hold harmless the other party and the Surviving Entity from and against any losses, claims, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of any breach of its representations, warranties or covenants contained in this Agreement. The representations, warranties and covenants that by their nature survive Closing shall survive for a period of two (2) years after Closing, except for claims based on fraud which shall survive as long as permitted by law.

10. Default and Remedies

Upon a material breach by a party, the non-breaching party shall provide written notice describing the breach and shall have thirty (30) days to cure such breach where curable. If the breach is not cured within such period, the non-breaching party may pursue all remedies available at law or in equity, including specific performance, damages and injunctive relief, provided that any obligation to seek specific performance shall be without prejudice to any monetary damages.

11. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below by personal delivery, nationally recognized overnight courier, or certified mail, return receipt requested.

12. Governing Law; Miscellaneous

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction where the primary property is located, without regard to principles of conflicts of laws. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings. No amendment shall be effective unless in writing and signed by both parties. If any provision is held invalid, the remaining provisions shall remain in full force and effect.

13. Execution; 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 transmitted by electronic facsimile or electronic image shall be deemed original signatures for all purposes.

14. Additional Provisions

Sign Now