Real Estate Vote to Sell Agreement

Real Estate Vote to Sell Agreement

This Real Estate Vote to Sell Agreement (the Agreement) is made as of by and between Seller: with principal address , and Buyer: with principal address . Seller and Buyer are each referred to herein as a Party and collectively as the Parties.

RECITALS

WHEREAS, Seller holds legal title to certain real property described as: (the Property); and

WHEREAS, Sellers or members entitled to vote with respect to the disposition of the Property have conducted a vote regarding the proposed sale and desire to memorialize the authorization, terms and conditions under which the Property may be sold; and

WHEREAS, Buyer has submitted or will submit an offer for the purchase of the Property upon the terms set forth below and the Parties desire to record their agreement regarding approval, required actions, and closing mechanics.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and other good and valuable consideration, the Parties agree as follows:

1. PROPERTY

1.1 Description. The Property to be sold pursuant to this Agreement is more particularly described by the legal description attached hereto or set forth below. The Parties agree that the legal description shall control for closing purposes.

2. RECORD OF VOTE / APPROVAL

2.1 Vote. The Parties acknowledge that a vote of the holders of the applicable ownership or membership interests was held to approve the sale of the Property. The record of the vote, including names of voters, voting interests, and votes cast, is set forth below and constitutes the written authorization required by governing documents or applicable law.

Threshold: ; Votes in Favor: ; Votes Opposed:

3. AUTHORIZATION TO SELL; APPOINTMENT

3.1 Authorization. Seller hereby authorizes and directs that the Property be offered for sale and conveyed upon the terms approved by the requisite vote. Seller authorizes the execution and delivery of a purchase and sale agreement, deeds, closing statements, affidavits, and other instruments necessary to consummate the sale in accordance with this Agreement.

3.2 Appointment of Authorized Representative. Seller appoints the following person or entity as Seller's authorized representative to negotiate final sale documents and to execute instruments on Seller's behalf as provided in this Agreement: . Such representative shall have authority only to the extent expressly set forth herein.

4. PURCHASE PRICE AND TERMS

4.1 Closing Date. The anticipated closing date for the transaction shall be , subject to adjustments by mutual written agreement and the satisfaction of conditions precedent set forth herein.

5. TITLE, ENCUMBRANCES AND CLOSING

5.1 Title. Seller shall convey marketable fee simple title (or such other title interest as agreed) by general warranty deed or other instrument agreed by the Parties, subject only to permitted exceptions. Seller shall deliver a current title commitment or policy and cooperate to cure title defects or remove liens as required prior to closing.

5.2 Costs. Unless otherwise agreed, Seller shall pay costs required to remove liens arising prior to the date hereof; Buyer shall pay customary closing costs, escrow fees, and any costs expressly allocated to Buyer in the purchase and sale agreement.

6. REPRESENTATIONS AND WARRANTIES

6.1 Seller Representations. Seller represents and warrants that it has full power and authority to enter into this Agreement and to consummate the sale; that the vote recorded in Section 2 was duly called and conducted in accordance with controlling organizational instruments and law; and that, to Seller's knowledge, the Property is not subject to material violations of law that would prevent transfer.

6.2 Buyer Representations. Buyer represents that Buyer has the financial capacity to close the transaction in accordance with the terms agreed and will take reasonable steps to perform its obligations in good faith.

7. CONDITIONS PRECEDENT

7.1 Conditions. Closing is conditioned upon satisfaction or waiver by the applicable Party of the following: (a) delivery of a title commitment showing marketable title subject only to agreed exceptions; (b) completion of any required approvals, consents or third-party waivers; and (c) no material adverse change in the condition of the Property between execution of the purchase and sale agreement and closing.

8. COVENANTS; COOPERATION

8.1 Cooperation. Each Party shall execute and deliver such additional instruments and take such actions as may be reasonably necessary to effectuate the sale and transfer of the Property in accordance with this Agreement.

8.2 Further Assurances. Following closing, Seller shall reasonably assist Buyer to correct any clerical errors in closing documents and cooperate in the transition of possession and utilities as required.

9. INDEMNIFICATION

9.1 Mutual Indemnities. Each Party agrees to indemnify, defend and hold harmless the other Party from and against any and all claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising from any breach of its representations, warranties or covenants contained herein or from its negligence or willful misconduct in connection with the performance of this Agreement.

10. NOTICES

10.1 Method. All notices, requests, demands and other communications hereunder 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 notice.

11. GOVERNING LAW; DISPUTE RESOLUTION

11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflicts of laws principles.

11.2 Disputes. The Parties agree that any dispute arising under or relating to this Agreement shall be resolved by binding arbitration if mutually agreed in writing; otherwise, the Parties may pursue any remedy at law or in equity in the courts of the governing state.

12. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENT; WAIVER

12.1 Entire Agreement. This Agreement, together with any documents referred to or executed pursuant hereto, constitutes the entire understanding and agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral.

12.2 Severability. If any provision of this Agreement is held invalid or unenforceable under applicable law, such provision shall be ineffective only to the extent of such invalidity or unenforceability without affecting the remaining provisions hereof.

12.3 Amendment and Waiver. No amendment or modification of this Agreement shall be effective unless in writing and signed by both Parties. No waiver of any provision shall be effective unless in writing and signed by the Party granting the waiver.

13. MISCELLANEOUS

13.1 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by facsimile or electronic image shall be binding as originals.

SIGNATURES

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