Seller Affidavit Form

SELLER AFFIDAVIT FORM

This Seller Affidavit is executed as of by Seller Name: whose mailing address is (hereinafter "Seller"), in favor of Purchaser Name: whose mailing address is (hereinafter "Purchaser").

RECITALS

WHEREAS, Seller is the owner of certain real property and improvements legally described as: and commonly known as: (the "Property");

WHEREAS, Seller and Purchaser have entered into a Purchase Agreement dated for the conveyance of the Property for a purchase price of (the "Agreement");

WHEREAS, as a condition to Closing under the Agreement, Purchaser requires Seller to make certain sworn representations, warranties and certifications regarding title, encumbrances, taxes, actions and disclosures affecting the Property.

NOW, THEREFORE

In consideration of the Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller hereby represents, warrants and certifies to Purchaser as follows:

1. DEFINITIONS

For purposes of this Affidavit, the terms "Encumbrance" and "Lien" include any mortgage, deed of trust, security interest, pledge, option, easement, covenant, restriction, charge, claim, action, pending litigation, judgements, tax lien or other encumbrance affecting title to the Property.

2. SELLER'S REPRESENTATIONS AND WARRANTIES

2.1 Ownership and Authority. Seller is the lawful owner of the Property and has full power, authority and legal right to convey the Property free of restrictions on transfer, except as expressly disclosed in this Affidavit. Seller is not a minor, incapacitated person, or under any legal disability that would invalidate Seller's execution of this Affidavit.

2.2 Title; Encumbrances. Except for those matters of record disclosed to Purchaser in writing and listed below, Seller warrants that there are no undisclosed Encumbrances affecting the Property:

2.3 Taxes and Assessments. All real property taxes and assessments due and payable have been paid through . There are no unpaid special assessments, tax liens, or pending tax appeals that would materially affect the Property, except as disclosed in writing to Purchaser.

2.4 Litigation and Claims. To Seller's knowledge, there are no pending or threatened actions, suits, claims, administrative proceedings or investigations affecting the Property or Seller's title thereto, except as described below:

2.5 Compliance with Laws. To Seller's knowledge, the Property is in material compliance with applicable zoning, building, environmental and health laws and regulations, except for any matters disclosed to Purchaser in writing.

3. COVENANT TO CONVEY

Seller covenants that at Closing Seller will execute and deliver such deeds, instruments of conveyance and other documents as Purchaser may reasonably require to vest marketable title in Purchaser, subject only to those Exceptions permitted by the Agreement.

4. INDEMNIFICATION

Seller agrees to indemnify, defend and hold harmless Purchaser from and against any losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of any breach of the representations, warranties or covenants contained in this Affidavit or from any undisclosed Encumbrance existing as of the date hereof.

5. SURVIVAL; FURTHER ASSURANCES

All representations, warranties and covenants contained in this Affidavit shall survive the Closing and the recording of the deed and shall remain enforceable to the fullest extent permitted by law. Seller shall execute such further instruments and take such further actions as Purchaser may reasonably request to effectuate the intent of this Affidavit.

6. REMEDIES

Purchaser's remedies for breach of this Affidavit shall include specific performance, damages and any other remedies available at law or in equity. Nothing in this Affidavit shall limit Purchaser's right to recover costs and expenses, including reasonable attorneys' fees, incurred in enforcing Seller's obligations hereunder.

7. NOTICES

Notices required or permitted under this Affidavit shall be given in writing and shall be deemed delivered when personally delivered, sent by nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid, to the addresses set forth above or to such other address as either party may designate by notice in accordance with this Section.

8. GOVERNING LAW; VENUE

This Affidavit 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 laws rules. The parties submit to the exclusive jurisdiction of the courts located in the county where the Property is located for purposes of any action arising out of or relating to this Affidavit.

9. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENT

This Affidavit constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. If any provision of this Affidavit is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. This Affidavit may be amended only by a written instrument executed by both Seller and Purchaser.

10. COUNTERPARTS; WAIVER

This Affidavit may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. No waiver of any breach or default of this Affidavit shall constitute a waiver of any other breach or default.

11. OATH AND CERTIFICATION

Seller declares under penalty of perjury under the laws of the state in which the Property is located that the statements contained in this Affidavit are true and correct to the best of Seller's knowledge, information and belief as of the date hereof.

ADDITIONAL INFORMATION

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