Real Estate Sale Contract

REAL ESTATE SALE CONTRACT

This Real Estate Sale Contract ("Contract") is made and entered into as of Effective Date: , by and between Seller Name: , Seller Address: (collectively, "Seller"), and Buyer Name: , Buyer Address: (collectively, "Buyer").

RECITALS

WHEREAS, Seller is the lawful owner of the real property described herein and wishes to sell that property on the terms and conditions set forth in this Contract; and

WHEREAS, Buyer desires to purchase the Property from Seller and has the financial ability and intent to close the purchase in accordance with this Contract; and

WHEREAS, the parties intend that the conveyance of the Property and the obligations of the parties be governed by the terms set forth below.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. PROPERTY

1.1 Property. Seller agrees to sell and Buyer agrees to purchase the real property commonly known as , together with all buildings, improvements and appurtenances (the "Property"). The legal description of the Property is as follows:

2. PURCHASE PRICE; PAYMENT

2.1 Purchase Price. The total purchase price for the Property shall be (the "Purchase Price"), payable as set forth in this Contract.

2.2 Earnest Money. Buyer shall deposit earnest money in the amount of with the Escrow Agent within days after Effective Date. The earnest money shall be applied to the Purchase Price at Closing except as otherwise provided herein. Escrow Agent is: , Escrow Agent Address: .

3. FINANCING

3.1 Buyer Financing. This Contract is subject to Buyer obtaining financing on terms acceptable to Buyer within days after Effective Date. If Buyer fails to obtain such financing and timely notifies Seller, Buyer may terminate this Contract and the earnest money shall be released as provided in Section 2.2.

3.2 Cash Purchase. If financing contingency is not selected, Buyer represents that Buyer will pay the Purchase Price at Closing in cash or immediately available funds.

4. CLOSING

4.1 Closing Date and Place. The closing of the transactions contemplated by this Contract ("Closing") shall occur on or before at the offices of , unless otherwise mutually agreed in writing.

4.2 Seller's Deliveries. At Closing, Seller shall deliver: (a) an executed general warranty deed conveying marketable fee simple title free of all liens and encumbrances except those permitted in this Contract; (b) any affidavits, instruments of conveyance and other documents reasonably required by Title Company to issue a title insurance policy; and (c) keys and possession consistent with this Contract.

5. TITLE AND CONVEYANCE

5.1 Title Evidence. Seller shall cause to be delivered to Buyer, at Seller's expense, a current commitment for an owner’s title insurance policy in the amount of the Purchase Price (the "Title Commitment"). Buyer shall have the right to object to any exceptions shown on the Title Commitment within days after receipt. Seller shall have a reasonable period to cure permitted objections prior to Closing.

5.2 Conveyance. At Closing, title shall be conveyed by statutory warranty deed (or deed appropriate for the jurisdiction) subject only to exceptions approved by Buyer in writing and customary easements and reservations of record.

6. INSPECTIONS; CONDITION

6.1 Inspections. Buyer shall have the right to conduct inspections of the Property within days after Effective Date. Seller shall provide reasonable access. Buyer shall deliver any written notice of defects or objections prior to the expiration of the inspection period. If Seller does not elect to cure accepted objections within a commercially reasonable time, Buyer may elect to terminate this Contract by written notice and earnest money shall be handled as set forth in Section 2.2.

6.2 AS IS. Seller represents that Seller has disclosed all known material defects. Buyer acknowledges that, except as expressly set forth in Seller's written disclosures attached hereto, Buyer is purchasing the Property in its present condition and waives claims for latent defects unless otherwise expressly warranted in writing.

7. PRORATIONS AND CLOSING ADJUSTMENTS

7.1 Taxes and Assessments. Real property taxes, assessments, rents, utilities and other recurring items shall be prorated as of the Closing Date based on the fiscal or tax year in effect. Any prepaid items shall be credited to the party entitled to such credits.

7.2 Closing Costs. Seller shall pay those closing costs required by custom in the jurisdiction in which the Property is located, and Buyer shall pay mortgage recording charges, lender-required costs and any costs associated with obtaining financing, unless otherwise agreed in writing.

8. RISK OF LOSS

8.1 Damage or Destruction. From Effective Date until Closing, Seller shall bear the risk of loss. If, prior to Closing, the Property is materially damaged or destroyed, Buyer may (a) terminate this Contract and receive a refund of earnest money, or (b) elect to proceed to Closing and accept an assignment of any insurance proceeds or receive a reduction in Purchase Price equal to the repair cost, at Buyer’s election.

9. DEFAULT; REMEDIES

9.1 Seller Default. If Seller fails to perform Seller's obligations under this Contract, Buyer may pursue any remedy available at law or in equity, including specific performance, damages, or termination of this Contract and recovery of earnest money.

9.2 Buyer Default. If Buyer fails to timely perform Buyer’s obligations, Seller may either (a) terminate this Contract and retain the earnest money as liquidated damages if the amount reasonably approximates Seller's harm, or (b) pursue other remedies at law or equity including specific performance, provided that Seller's election shall be subject to applicable law.

10. BROKERS; COMMISSIONS

10.1 Broker Disclosure. The parties represent that the only real estate brokers entitled to a commission in connection with this transaction are: . Any commission due shall be paid at Closing in accordance with the separate written agreements between Seller and Broker or Buyer and Broker.

11. REPRESENTATIONS AND WARRANTIES

11.1 Seller Representations. Seller represents and warrants to Buyer that: (a) Seller has good and marketable title to the Property; (b) Seller has full authority to enter into and perform this Contract; (c) there are no pending actions or proceedings affecting the Property other than those disclosed in writing to Buyer.

11.2 Buyer Representations. Buyer represents that Buyer has the capacity to perform Buyer’s obligations hereunder and that any funds required for Closing will be available as provided in this Contract.

12. NOTICES

13. COVENANTS; FURTHER ASSURANCES

Each party covenants to execute and deliver such further instruments and do such further acts as may be reasonably necessary to carry out the provisions and purposes of this Contract and to effect the transactions contemplated hereby.

14. MISCELLANEOUS

14.1 Governing Law. This Contract shall be governed by and construed in accordance with the laws of the jurisdiction in which the Property is located without regard to conflict of law principles.

14.2 Entire Agreement. This Contract, including any exhibits and written disclosures expressly incorporated herein, constitutes the entire agreement between the parties and supersedes all prior negotiations, understandings and agreements between the parties with respect to the Property.

14.3 Severability. If any provision of this Contract is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be construed to give effect to the parties' intentions.

14.4 Amendments and Waiver. No modification, amendment or waiver of any provision of this Contract shall be effective unless in writing and signed by the party against whom enforcement is sought. No failure or delay by any party in exercising any right shall operate as a waiver thereof.

14.5 Counterparts; Electronic Signatures. This Contract may be executed in counterparts, each of which shall be an original and all of which together constitute one and the same instrument. Signatures transmitted by electronic means shall be binding for all purposes.

15. ATTACHMENTS

The following documents, if completed and attached to this Contract, are incorporated herein by reference: Seller's written property disclosure, title commitment, and any addenda initialed by both parties.

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