Real Estate Unit Purchase Agreement

REAL ESTATE UNIT PURCHASE AGREEMENT

This Real Estate Unit Purchase Agreement ("Agreement") is made and entered into as of by and between Seller Name: ("Seller") and Buyer Name: ("Buyer").

Recitals

WHEREAS, Seller is the owner of a condominium/unit designated as Unit Number , located within the building commonly known as at Property Address: (the "Property").

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

WHEREAS, the parties intend that title to the Property be conveyed by special warranty deed or other appropriate instrument at Closing, free and clear of liens except as set forth herein.

NOW, THEREFORE

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. PURCHASE PRICE AND PAYMENT

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

1.2 Deposit/Earnest Money. Within days after mutual execution of this Agreement, Buyer shall deposit earnest money in the amount of $ with Escrow Agent: to be applied to the Purchase Price at Closing.

2. CLOSING

2.1 Closing Date. The closing of the transaction (the "Closing") shall occur on or before at a location agreed by the parties or at the office of the Escrow Agent.

2.2 Deliveries at Closing. At Closing, Seller shall execute and deliver to Buyer a duly executed special warranty deed (or other appropriate instrument), such deed to convey marketable title subject only to the Permitted Exceptions set forth in Section 4. Buyer shall deliver the balance of the Purchase Price by wire transfer or other immediately available funds.

3. TITLE AND SURVEY

3.1 Title Commitment. Within days after the Effective Date, Buyer shall obtain at Buyer's expense a title commitment and schedule of exceptions (the "Title Commitment") showing Seller as record owner and describing the Property.

3.2 Objections; Permitted Exceptions. Buyer shall have days after receipt of the Title Commitment to object to any matters shown on the Title Commitment. Matters not timely objected to shall be deemed Permitted Exceptions. Seller shall have a reasonable time to cure objections to title; if Seller cannot cure such objections prior to Closing, Buyer may elect to terminate this Agreement and receive a refund of the Deposit, or proceed to Closing with an appropriate reduction in Purchase Price as agreed in writing.

4. CONDITION OF PROPERTY; INSPECTIONS

4.1 As-Is Except as Represented. Buyer acknowledges that, except for Seller's express representations and warranties in Section 7, Buyer is purchasing the Property in its present condition. Buyer shall have the right to conduct inspections and investigations of the Property.

4.2 Inspection Period. Buyer shall have days from the Effective Date to complete inspections. If Buyer reasonably objects in writing to any inspection matters within such period, Seller shall have a reasonable period to cure; if not cured, Buyer may terminate this Agreement and receive a refund of the Deposit or proceed at Buyer's election.

5. FINANCING

5.1 Financing Contingency. This Agreement is subject to Buyer's obtaining financing on the following terms: Loan Amount $; Type: ; Interest Rate Not to exceed . Buyer shall have days to satisfy this contingency.

6. PRORATIONS AND COSTS

6.1 Prorations. Real estate taxes, condominium or homeowners association assessments, utility charges, rents and other customary items shall be prorated as of the Closing Date. Buyer shall be responsible for recording charges and any mortgage tax or documentary transfer tax, unless otherwise agreed in writing.

6.2 Closing Costs. Seller shall pay Seller's customary closing costs and Broker commissions, if any. Buyer shall pay Buyer's loan-related costs, title insurance premium for lender's coverage, and other costs customarily borne by purchasers.

7. REPRESENTATIONS AND WARRANTIES

7.1 Seller Representations. Seller represents and warrants to Buyer that (a) Seller has good and marketable title to the Property and authority to convey same; (b) there are no pending actions, claims, liens or orders affecting the Property other than those disclosed in writing to Buyer; and (c) Seller has not received written notice of any material violation of applicable building, health or safety laws affecting the Property, except as disclosed in the Disclosure Statement delivered to Buyer.

7.2 Buyer Representations. Buyer represents and warrants that Buyer has the legal capacity to enter into this Agreement and that the execution and performance of this Agreement will not violate any agreement to which Buyer is a party.

8. DEFAULT AND REMEDIES

8.1 Seller Default. If Seller fails to perform Seller's obligations under this Agreement, Buyer may elect to (a) terminate this Agreement and receive a refund of the Deposit, or (b) seek specific performance or such other remedies as may be available at law or in equity, provided the availability of specific performance shall be subject to applicable statute and equitable considerations.

8.2 Buyer Default. If Buyer fails to perform Buyer’s obligations (other than pursuant to a valid termination), Seller may retain the Deposit as liquidated damages, which shall be Seller's sole remedy at law and in equity, unless Seller elects to pursue actual damages or specific performance.

9. BROKERS

9.1 Broker Commissions. Each party represents that it has dealt with no broker or agent other than those identified here: Seller Broker: ; Buyer Broker: . Seller shall be responsible for payment of any commission due under separate agreement.

10. INDEMNIFICATION

10.1 Survival. Seller and Buyer each agree to indemnify and hold harmless the other party from and against any losses, claims, liabilities or expenses (including reasonable attorneys' fees) arising out of breach of representations or warranties or negligence prior to Closing. The indemnities set forth herein shall survive Closing as provided by applicable law.

11. NOTICES

11.1 Manner of Notice. All notices required or permitted under this Agreement shall be in writing and shall be delivered by personal delivery, nationally recognized overnight courier, or certified mail, return receipt requested, to the address for each party set forth below or to such other address as each party may designate by notice.

12. MISCELLANEOUS

12.1 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.

12.2 Entire Agreement. This Agreement, together with all exhibits and addenda specifically incorporated herein in writing, constitutes the entire agreement between the parties with respect to the transaction contemplated hereby and supersedes all prior agreements and understandings, oral or written.

12.3 Amendments; Waiver. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom enforcement is sought. No waiver of any breach shall constitute a waiver of any subsequent breach.

12.4 Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect, and the invalid or unenforceable provision shall be reformed to the extent necessary to make it enforceable while preserving the parties' intent.

12.5 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 original signatures.

ADDITIONAL PROVISIONS

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