Real Estate Sold Agreement

REAL ESTATE SOLD AGREEMENT

This Real Estate Sold Agreement ("Agreement") is made and entered into as of by and between Seller Name: with mailing address ("Seller"), and Buyer Name: with mailing address ("Buyer").

RECITALS

WHEREAS, Seller is the lawful owner of certain real property commonly known as , and legally described as:

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

WHEREAS, the parties intend that the sale shall be a transfer of the real property described above, together with all improvements, fixtures, and appurtenances (collectively, the "Property").

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

1. DEFINITIONS

In this Agreement the following terms have the meanings set forth below: "Closing" means the consummation of the sale by delivery of the deed and payment of the Purchase Price; "Title" means marketable fee simple title subject only to Permitted Exceptions as defined below; "Escrow Agent" means the closing agent identified in Section 5.

2. PURCHASE AND SALE

Seller agrees to sell and convey to Buyer, and Buyer agrees to purchase from Seller, all of Seller's right, title and interest in and to the Property on the terms set forth herein.

3. PURCHASE PRICE; DEPOSIT

The total purchase price for the Property ("Purchase Price") shall be $ payable as follows:

(a) Deposit: Buyer shall deliver a deposit in the amount of $ to Escrow Agent within days after the Effective Date. The deposit shall be held in escrow and applied to the Purchase Price at Closing or otherwise disposed of in accordance with this Agreement.

4. CLOSING

The Closing shall occur on at the office of or at such other date, time and place as the parties may agree in writing. The parties shall execute and deliver all documents necessary to consummate the sale at Closing.

5. ESCROW AND TITLE

Escrow Agent: . Title to the Property shall be conveyed by general warranty deed (or other form appropriate to effect transfer of fee simple title) free and clear of all liens, claims and encumbrances except for those set forth as Permitted Exceptions:

6. SELLER'S REPRESENTATIONS AND WARRANTIES

Seller represents and warrants to Buyer as of the Effective Date and as of Closing that: (a) Seller is the sole owner of the Property and has full authority to sell the Property; (b) there are no outstanding notices of violation or orders affecting the Property material to its value or use except as disclosed in writing to Buyer; (c) to Seller's knowledge, there are no material defects in the Property except those disclosed to Buyer in writing; and (d) Seller has not received any written notice of pending or threatened litigation, condemnation, or special assessment affecting the Property.

7. BUYER'S REPRESENTATIONS AND WARRANTIES

Buyer represents and warrants to Seller that: (a) Buyer has the legal capacity and authority to enter into this Agreement; (b) Buyer will timely perform Buyer’s obligations and will tender the Purchase Price at Closing in the form required; and (c) Buyer has not relied upon any representation of Seller, except as expressly set forth in this Agreement or in Seller's written disclosures.

8. CONDITIONS PRECEDENT

The obligations of Buyer to close are subject to the following conditions precedent: (a) delivery of title evidence showing Title in Seller subject only to Permitted Exceptions; (b) any agreed inspections and repairs shall be completed by the dates specified in this Agreement; and (c) if applicable, Buyer obtaining financing on terms acceptable to Buyer.

Inspection contingency: Buyer shall complete inspections by . Seller shall allow reasonable access for such inspections.

Financing contingency: If checked, Buyer shall use good faith efforts to obtain financing and shall provide written evidence of loan approval for $ by .

9. CLOSING DELIVERABLES

At Closing, Seller shall deliver: (a) a duly executed general warranty deed conveying marketable title to Buyer; (b) an affidavit concerning mechanics' liens and title exceptions as required by the Title Company; and (c) any keys, access codes, and bills of sale for personal property included in the sale. Buyer shall deliver the balance of the Purchase Price in immediately available funds, and any documents required to effect financing.

10. PRORATIONS, TAXES AND COSTS

Real estate taxes, assessments, rents, utilities and other customary items shall be prorated as of Closing. Seller shall pay all transfer taxes and documentary stamps required by law unless otherwise agreed in writing. Closing costs and title charges shall be allocated as follows:

11. RISK OF LOSS; DEFAULT

Risk of loss prior to Closing shall remain with Seller. If substantial damage to the Property occurs prior to Closing, Buyer may elect to (a) proceed to Closing and receive an assignment of insurance proceeds, or (b) terminate this Agreement and receive return of the deposit, unless otherwise agreed. If Buyer fails to close in breach of this Agreement, Seller may pursue remedies including retention of deposit as liquidated damages or specific performance, subject to applicable law.

12. BROKERS

Each party represents to the other that it has dealt with no broker or agent other than: . Commission, if any, shall be paid by in accordance with the separate broker agreement.

13. COVENANTS; FURTHER ASSURANCES

From the Effective Date until Closing, Seller shall maintain the Property in substantially the same condition and shall not enter into any agreement affecting the Property without Buyer’s prior written consent. Each party shall execute and deliver such further instruments and take such further actions as may be necessary to carry out the provisions of this Agreement.

14. NOTICES

All notices under this Agreement shall be in writing and delivered by personal delivery, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses set forth below (or to such other address as a party may designate by written notice):

15. AMENDMENTS; WAIVER

Any amendment, modification or waiver of this Agreement must be in writing and executed by the party against whom enforcement is sought. No failure or delay by any party in exercising any right shall operate as a waiver of that right, except by a written instrument signed by the waiving party.

16. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of . Venue for any action arising out of or related to this Agreement shall lie exclusively in the appropriate state or federal courts located in the county in which the Property is located.

17. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with all exhibits and addenda hereto and any documents executed at Closing, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings. If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

18. 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 originals for all purposes.

19. MISCELLANEOUS

Time is of the essence with respect to all dates and deadlines in this Agreement. The headings in this Agreement are for reference only and shall not affect interpretation. Each party acknowledges that it has had the opportunity to seek independent legal and tax advice regarding this Agreement.

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