Sale Stipulation Agreement

Sale Stipulation Agreement

This Sale Stipulation Agreement (this Agreement) is made and entered into on , by and between Seller Name: (Seller) and Buyer Name: (Buyer).

RECITALS

WHEREAS, Seller is the owner of certain real property and improvements located at: (the Property);

WHEREAS, the parties desire to set forth the terms, conditions, and timing pursuant to which Seller will sell and Buyer will purchase the Property, including deposit, escrow, closing procedures, and remedies for breach; and

WHEREAS, the parties intend that these stipulations shall constitute a binding agreement enforceable in accordance with its terms.

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below:

"Property" means the real property and improvements described as:

2. SALE AND PURCHASE

Seller agrees to sell and convey, and Buyer agrees to purchase and accept, the Property subject to the terms and conditions of this Agreement. Conveyance shall be by general warranty deed or other instrument appropriate to effectuate transfer of title.

3. PURCHASE PRICE; PAYMENT

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

Buyer shall deliver an initial deposit to Escrow Agent in the amount of $ within days of the Effective Date or by , whichever occurs first.

4. ESCROW; DEPOSIT

Escrow Agent: shall hold the Deposit in an interest-bearing or non-interest-bearing account as agreed by the parties. Escrow Agent shall disburse funds only in accordance with the terms of this Agreement and its escrow instructions.

5. CLOSING

The closing of the sale (Closing) shall occur on or before , unless extended by mutual written agreement. Closing shall occur at:

6. CONVEYANCE AND TITLE

At Closing, Seller shall deliver a duly executed deed conveying merchantable title to Buyer, free and clear of all liens and encumbrances except for those matters expressly permitted in writing (Permitted Encumbrances). Title shall be insurable by a national title insurer at ordinary rates, subject only to Permitted Encumbrances.

7. REPRESENTATIONS AND WARRANTIES

Seller represents and warrants to Buyer that Seller has full power and authority to enter into and perform this Agreement, there are no actions pending that would impair Seller's ability to convey the Property, and that to Seller's knowledge there are no material undisclosed violations or environmental conditions affecting the Property. Buyer represents and warrants that Buyer has the authority and capacity to perform its obligations under this Agreement.

8. INSPECTIONS; CONTINGENCIES

Buyer shall have the right to conduct physical, environmental, zoning and other inspections of the Property within days after the Effective Date. Buyer may terminate this Agreement if the inspections reveal material defects not waived by Buyer in writing prior to Closing, provided Buyer timely notifies Seller in writing of such termination.

9. TAXES, PRORATIONS AND CLOSING COSTS

Real property taxes, assessments, rents, utilities, and other customary items shall be prorated as of the Closing Date. Buyer shall pay customary escrow and title charges, recording fees, and transfer taxes as set forth in the closing statement, except that Seller shall be responsible for any delinquent taxes or assessments existing prior to the Effective Date unless otherwise agreed in writing.

10. DEFAULT; REMEDIES

If Buyer fails to perform its payment obligations or fails to close in accordance with this Agreement, Seller may terminate this Agreement and retain the Deposit as liquidated damages, or pursue specific performance or other remedies at law or in equity. If Seller fails to convey title or otherwise breaches, Buyer may seek specific performance or elect to terminate and receive return of the Deposit and pursue damages.

11. NOTICES

All notices, demands, and communications required or permitted under this Agreement shall be in writing and delivered personally, by nationally recognized overnight courier, or by certified mail, return receipt requested, to the addresses below (or such other address as a party designates by written notice).

12. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to conflict of laws principles.

13. ENTIRE AGREEMENT

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

14. 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. Failure by either party to enforce any provision shall not constitute a waiver of future enforcement of that or any other provision.

15. SEVERABILITY

If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed and the remaining provisions shall remain in full force and effect.

16. COUNTERPARTS; EXECUTION

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 transmitted by electronic means shall be binding for all purposes.

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