Real Estate Transaction Agreement

REAL ESTATE TRANSACTION AGREEMENT

This Real Estate Transaction Agreement (the "Agreement") is entered into this by and between Seller: (referred to herein as "Seller"), and Buyer: (referred to herein as "Buyer").

RECITALS

WHEREAS, Seller is the owner of certain real property and improvements located at (the "Property"), more particularly described as:

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

WHEREAS, the parties intend by this Agreement to set forth the terms, representations, covenants and conditions under which the purchase and sale of the Property will be consummated.

NOW, THEREFORE

In consideration of the mutual covenants, representations and warranties contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. PURCHASE AND SALE

1.1 Purchase. 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 for the total purchase price of $ (the "Purchase Price").

1.2 Deposit. Within days after execution of this Agreement, Buyer shall deliver to the escrow agent a deposit in the amount of $ (the "Deposit"), to be applied to the Purchase Price at Closing or otherwise disbursed in accordance with this Agreement. Deposit shall be held by: .

2. CLOSING

2.1 Closing Date. The closing of the transaction contemplated by this Agreement ("Closing") shall occur on or before (the "Closing Date"), unless extended by mutual written agreement of the parties.

2.2 Closing Deliveries. At Closing, Seller shall deliver to Buyer a duly executed general warranty deed (or other instrument required to convey marketable title) and such affidavits, bills of sale and other documents as are customarily required to effectuate the transfer. Buyer shall deliver the balance of the Purchase Price, adjusted for prorations and credits, by wire transfer of immediately available funds or as otherwise mutually agreed.

3. TITLE AND SURVEY

3.1 Title Commitment. Seller shall, at Seller's expense, provide Buyer a current title commitment for title insurance showing marketable fee simple title, subject only to permitted exceptions acceptable to Buyer. Buyer shall have a period of days after receipt to object to title matters.

3.2 Survey. If applicable, Buyer may obtain, at Buyer's expense, a survey of the Property. Any defect revealed by the survey that materially affects the use or value of the Property and is not shown on the title commitment shall be deemed a title objection unless waived in writing by Buyer.

4. INSPECTIONS AND CONDITION

4.1 Inspections. Buyer, at Buyer's expense, may, within days following the Effective Date, conduct such inspections, tests and studies of the Property as Buyer deems necessary. If Buyer identifies material defects, Buyer may either (a) accept the Property as-is, or (b) deliver written notice to Seller requesting remedy or reduction of the Purchase Price. Seller shall have a reasonable opportunity to cure any curable defects prior to Closing; otherwise Buyer may elect to terminate this Agreement and receive return of the Deposit.

5. REPRESENTATIONS AND WARRANTIES

5.1 Seller's Representations. Seller represents and warrants to Buyer that: (a) Seller is the lawful owner of the Property with full authority to sell; (b) to Seller's knowledge, there are no material violations of applicable law affecting the Property; (c) there are no leases or tenancies except as disclosed to Buyer in writing; and (d) no legal action, condemnation or proceeding is pending or, to Seller's knowledge, threatened that would adversely affect the Property's value or use. Additional Seller disclosures:

5.2 Buyer's Representations. Buyer represents that Buyer has the financial capacity to complete the purchase or has obtained financing subject to the terms set forth herein. Additional Buyer disclosures:

6. DEFAULT AND REMEDIES

6.1 Seller Default. If Seller fails to perform Seller's obligations under this Agreement, Buyer may elect to either (a) seek specific performance of this Agreement, or (b) terminate this Agreement and receive return of the Deposit and pursue any other remedies at law or in equity.

6.2 Buyer Default. If Buyer fails to perform Buyer's obligations under this Agreement, Seller may elect to retain the Deposit as liquidated damages and pursue such other remedies as may be available at law or in equity. The parties agree the Deposit is a reasonable estimate of Seller's damages in the event of Buyer's uncured default.

7. PRORATIONS AND COSTS

All real estate taxes, assessments, rental income, utilities and other customary items shall be prorated as of the Closing Date. Closing costs shall be apportioned between the parties as follows: Seller shall pay for Seller's closing documents and title release costs; Buyer shall pay for title insurance premium and recording fees, except as otherwise agreed in writing.

8. BROKERS

Each party represents to the other that it has not dealt with any broker or agent other than those disclosed below, and each party shall indemnify the other against any broker commission claims asserted by any undisclosed broker. Brokers identified (if any):

9. NOTICES

All notices, demands or other communications required or permitted under this Agreement shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, addressed to the parties at their notice addresses set forth below (or such other address as the receiving party designates in writing).

10. AMENDMENT; WAIVER

This Agreement may be amended or modified only by a written instrument signed by both parties. No waiver of any provision or breach shall be effective unless in writing and signed by the party granting the waiver; no waiver shall constitute a waiver of any other right or provision.

11. 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 facsimile or electronic image shall be binding.

12. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state where the Property is located without regard to its conflict of law principles. The parties submit to the jurisdiction of the courts located in that state for disputes arising under this Agreement.

13. ENTIRE AGREEMENT

This Agreement, together with any exhibits and written disclosures expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

14. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired and shall remain in full force and effect.

15. MISCELLANEOUS

15.1 Successors and Assigns. This Agreement shall bind and inure to the benefit of the parties and their respective heirs, successors and permitted assigns. 15.2 Further Assurances. Each party shall execute and deliver such further documents and instruments as may be reasonably necessary to effectuate the intent of this Agreement.

15.3 Confidentiality. Except as required by law or as necessary to effectuate the transaction, the parties agree to hold confidential the terms of this Agreement and all non-public information provided in connection with the transaction.

Sign Now