Fill and Sign the Sell Agreement Real Form

Buy-Sell Agreement Between Co-Owners of Real Property Agreement made on the ___ day of __________, 20___, between ___________________ of ________________________________________ (street address, city, county, state, zip code) , referred to herein as _______ , and ______________ , of ________________________________ (street address, city, county, state, zip code) , referred to herein as ___________ . Whereas, _______ and ________ (sometimes referred to herein jointly as Co-Owners and Individually as Co-Owner) own real property as tenants-in-common at ________________ __________________________________ (street address, city, county, state, zip code) ; and Whereas, _______ and __________ desire (1) to provide for the sale by a Co-Owner during his or her lifetime, or by a deceased Co-Owner’s estate, with the purchase of such interest by the remaining Co-Owner to be at a price fairly established; and (2) to provide all or a substantial part of the funds for the purchase in the case of a sale by a deceased Co-Owner’s estate. Now, therefore, for and in consideration of the mutual covenants contained in this agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. ___________ and ___________ own the following described real property (the Property ) as equal tenants-in-common: ______________________________________________________ ______________________________________________________________ (legal description) 2. While this agreement is in effect, neither Co-Owner shall have the right to assign, encumber or dispose of his/her interest in the Property except as provided herein. 3. Upon the death of a Co-Owner , his/her estate shall sell, and the surviving Co-Owner shall purchase, the deceased Co-Owner’s entire interest in the Property for the price and pursuant to the other terms provided herein. 4. If either Co-Owner desires to sell or otherwise dispose of any part of his/her interest in the Property during his/her lifetime, he/she shall give the other Co-Owner (herein referred to as Remaining Co-Owner ) written notice of his/her intention. If there is a prospective transferee other than the Remaining Co-Owner , such notice shall state the name and address of such transferee and the terms and conditions of the proposed transfer. 5. Upon receipt of such written notice referred to in Paragraph 4, the Remaining Co- Owner shall have the right to purchase all of the interest in the Property offered for sale or transfer. The purchase price shall be the amount established in Paragraphs 8 and 9 below; provided, however, that if a lower price was stated in the notice to the Remaining Co-Owner, the Remaining Co-Owner shall have the right to purchase said interest in the Property at such lower price. 6. The Remaining Co-Owner shall pay for the interest of the selling Co-Owner in cash (or by cash and a Promissory Note as described in Paragraph 7 ) on the date of sale, and thereafter the selling Co-Owner shall not participate in the future profits of the Property. 7. The Remaining Co-Owner shall have the right to pay for the interest he/she purchases upon the following terms: ____ % of the purchase price in cash upon the date of exercise of the option to purchase with the balance to be evidenced by a Promissory Note containing the following provisions: A . The unpaid balance of said Note shall bear interest at the rate of ___% per annum. B. Principal and interest shall be due and payable at the address of selling Co-Owner in____ consecutive equal monthly install ments on the first day of each month beginning on the first day of the month following the exercise of this option by Remaining Co- Owner. Each subsequent monthly installment shall be due and payable on the first day of each succeeding month thereafter until the entire indebtedness evidenced by this Note is fully paid. C. In the event default is made in the payment of this Note at maturity, or of any installment thereof, whether maturing by expiration of time, by default as herein provided, and same is placed in the hands of an attorney for collection, then an additional amount of Fifteen Percent (15%) on the principal and interest of this Note shall be added to the same as a collection fee, and the failure to pay any installment when due shall mature the entire indebtedness at the option of the holder of this Note. D. The Remaining Co-Owner may prepay the principal amount outstanding in whole or in part without penalty. The holder of this Note may require that any partial prepayments (i) be on the date monthly installments are due, and (ii) be in the amount of that part of one or more monthly installments which would be applicable to principal. Any partial prepayment shall be applied against the principal amount outstanding and shall not postpone the due date of any subsequent monthly installments or change the amount of such installments, unless the holder of this Note shall otherwise agree in writing. 8. ___________ and ______________ agree that at this time the fair market value of each Co-Owner’s interest in the Property is $_________________, and the purchase price to be paid by the Remaining Co-Owner pursuant to this Agreement shall be ____% of that amount. This value shall remain effective for the purposes herein until there is a re-determination of the value as provided in Paragraph 9. 9. At the end of each calendar year, the Co-Owners shall re-determine this value and shall indicate the new values by entries in Schedule A attached hereto. Each new set of values entered in Schedule A shall be signed by both Co-Owners , and the last value entered opposite in Schedule A shall be controlling for the purposes of this Agreement. In determining the value of a deceased Co-Owner’s interest in the Property after his/her death, the excess of the death claim proceeds over the cash values of the insurance policies on his/her life which are subject to this Agreement at the time of his/her death shall not be taken into account. 10. To assure that all or a substantial part of the purchase price of a deceased Co-Owner’s interest will be available in cash upon his/her death, the Co-Owners have purchased key man life insurance on the lives of each Co-Owner from the ___________Insurance Company in the amount of $_______________ with the other Co-Owner as the beneficiary. 11. The Procedure upon the death of a Co-Owner shall be as follows: A. The surviving Co-Owner , as beneficiary, shall promptly file a claim to collect in cash the one-sum death proceeds of the policies on the deceased Co-Owner’s life. Upon the collection of such proceeds and the qualification of a personal representative for the deceased Co-Owner , the surviving Co-Owner shall pay over to the personal representative an amount equal to the full proceeds collected, in part or in full payment for the deceased Co-Owner’s interest in the Property. B. If the one-sum death proceeds of the policy on the deceased Co-Owner’s life is less than the total purchase price for his/her interest as provided herein, the surviving Co-Owner shall either pay the balance forthwith in cash, or in lieu of such cash payment shall execute and deliver to the personal representative of the deceased Co-Owner’s estate a Promissory Note containing the following provisions: 1 . The unpaid balance of said Note shall bear interest at the rate of ___% per annum. 2. Principal and interest shall be due and payable, at such address as the personal representative of the deceased Co-Owner shall designate to the surviving Co-Owner in writing, in ____consecutive equal monthly install ments on the first day of each month beginning on the first day of the month following the payment of the insurance proceeds to the personal representative of the deceased Co-Owner ’ s estate. Each subsequent monthly installment shall be due and payable on the first day of each succeeding month thereafter until the entire indebtedness evidenced by this Note is fully paid. 3. In the event default is made in the payment of this Note at maturity, or of any installment thereof, whether maturing by expiration of time, by default as herein provided, and same is placed in the hands of an attorney for collection, then an additional amount of Fifteen Percent (15%) on the principal and interest of this Note shall be added to the same as a collection fee, and the failure to pay any installment when due shall mature the entire indebtedness at the option of the holder of this Note. 4. The surviving Co-Owner may prepay the principal amount outstanding in whole or in part without penalty. The holder of this Note may require that any partial prepayments (a) be on the date monthly installments are due, and (b) be in the amount of that part of one or more monthly installments which would be applicable to principal. Any partial prepayment shall be applied against the principal amount outstanding and shall not postpone the due date of any subsequent monthly installments or change the amount of such installments, unless the holder of this Note shall otherwise agree in writing. C. The personal representative of the deceased Co-Owner shall promptly execute (and shall cause any other party or parties whose signatures may be necessary to transfer complete title to the deceased Co-Owner’s interest to execute) all instruments necessary to effectuate the transfer of the deceased Co-Owner’s interest in and to the Property , as of the date of the deceased Co-Owner’s death. and, concurrently with receipt of the full purchase price for the deceased Co-Owner’s interest (either in cash, or in cash and note, as provided above), shall deliver all instruments necessary to effectuate the transfer of the deceased Co-Owner’s interest in and to the Property , as of the date of the deceased Co-Owner’s death. Transfer of such interest shall be made free and clear of all taxes, debts, claims, or other encumbrances whatsoever, except as allowed in Subparagraph D below. D. Concurrently with the transfer to the Co-Owner of the deceased Co-Owner's interest, the surviving Co-Owner shall execute and deliver to the personal representative of the deceased Co-Owner , a warranty deed with no exceptions as to title other than recorded building restrictions, restrictive covenants, easements, rights - of - way, zoning ordinances, and mineral reservations applicable to Property. 12. Any notice provided for under this Agreement shall be deemed duly given if delivered or mailed by certified mail to the party entitled to receive such notice at the address of the Co- Owners set forth above. 13. Notwithstanding the foregoing, and anything herein to the contrary notwithstanding, any dispute under this agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. 14. This Agreement shall be construed according to the law of the State of ___________. WITNESS our signatures as of the day and date first above stated. ________________________ ________________________ (Acknowledgment may vary by state) State of _________________ County of _________________ Personally appeared before me, the undersigned authority in and for the said County and State, on this _____________ (date) , within my jurisdiction, the within - named ____ ______ and ________________ , proven to me on the basis of satisfactory evidence to be the persons whose names are subscribed to the above instrument, and who acknowledged that they executed the above and foregoing instrument for the purposes therein stated, being duly authorized so to do. Witness my hand and official seal on this _________ (date). ___________________________________ NOTARY PUBLIC My Commission Expires: Seal ______________________