Fill and Sign the This Contract for Sale is Made and Entered into by and between Form

CONTRACT FOR TRANSFER OF REAL PROPERTY THIS CONTRACT FOR SALE is made and entered into by and between ____________ (hereinafter "Seller") and ____________ (hereinafter "Buyer"). W I T N E S S E T H: WHEREAS, Seller is the owner of that certain office building located at ____________ on the corner of ____________ and ____________ in ____________, Mississippi, said Property being shown in yellow in Exhibit "___" attached hereto, along with the driveway immediately to the south of said Property, said driveway being shown in red Exhibit "___"; and WHEREAS, Buyer is desirous of acquiring the Property shown in yellow and acquiring an easement to the Property shown in red, and Seller is desirous of selling said Property, together with all improvements thereon, upon the terms and subject to the conditions hereinafter set forth. NOW, THEREFORE, in consideration of the covenants and understandings provided for herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do agree as follows: 1. The total price to be paid for the Property shall be ____________ Dollars ($____________), payable in cash at closing. Buyer has deposited with ____________. ("____________"), the sum of ____________ Dollars ($____________) as earnest money. The same is to be applied to the purchase price on closing of this transaction. If title is not merchantable, ____________ shall return the earnest money to the Buyer. If the title is merchantable, and Buyer fails to consummate the purchase, he shall forfeit the earne st money as liquidated damages. 2. Seller represents and warrants to Buyer:(a) That all contractors, subcontractors, laborers and materialmen performing work upon or furnishing labor and materials to improve or benefit the Property at Seller's request have been, or will be at closing, paid in full by Seller. Seller will execute the necessary affidavit and indemnity form required by the ____________ to eliminate from its owner's title policy any exception for unfiled mechanics' liens. (b) Seller is not aware of any latent defects in the improvements. (c) Seller is not aware of any fact not disclosed herein which would or may upon notice or the passage of time (other than normal depreciation) render the Property unsuitable for its existing use or materially reduce the income or increase the e xpenses of operating the Property. (d) Seller warrants ownership of the Property and the right to enter into this contract and to convey the Property pursuant to the terms stated herein, subject to examination of title which shall be paid for by Seller. (e) To Seller's knowledge the Property has not been used for the handling, treatment, storage, or disposal of any hazardous or toxic substance, as defined under any applicable State or Federal laws or regulations, including, but not limited to, the comprehensive Environmental Response Compensation and Liability Act, as amended, and regulations under this Act, and analogous laws and regulations of the State of Mississippi. Notwithstanding the foregoing, Seller makes no warranty or representation whatsoever with regard to the environmental condition of said Property. 3. Seller agrees to deliver to Buyer, free of charge and cost, all existing engineeri ng and architectural data, including soil tests and surveys available, on the Property as a re in Seller's possession. 4. Seller further covenants and agrees with Buyer that: (a) The improvements on the property are to be delivered in as good condition as they are as of the date of this Contract, ordinary wear and tear excepted, and i f not in such condition when final settlement is made, Seller is obligated to put them in such condition; but in the event of destruction by fire, the following sub-paragraph shall govern. (b) The risk of loss or damage to the Property by fire or other casualty, until the closing, is assumed by Seller, but without obligation or the event of any such loss or damage, the following shall apply: (i) If such loss or damage aggregates less than $____________ in value, seller shall repair such damage in full. (ii) If damage is equal to or greater than $____________ in value, Buyer shall have the option by notice to Seller within ten (10) days after Buyer shall ha ve received written notice of such damage, to elect either to accept an assignment of insurance coverage held by Seller and take the Property in its damaged condition, or terminate this agreement. 5. Buyer shall have the right from the date of execution hereof by Seller to enter onto the Property for the purpose of performing any and all studies and tests which Buyer, at it s sole discretion, deems necessary. Seller also consents to permit Buyer and its authorized representatives to inspect the Property and its facilities; the results of such inspection must be a cceptable to Buyer. If the results of such inspection are unacceptable to Buyer, Buyer shall, upon written notice delivered to Seller, be relieved of all obligations under this Contract. Buyer agrees that said inspection shall take place within thirty (30) days from the execution of this Contract. Anything to the contrary in this agreement notwithstanding, the obligation of Buyer to consummate the closing of this transaction is subject to and conditioned upon the satisfaction at or prior to the closing of the following condition precedent: Buyer shall satisfy himself that the Property has not been use d for the handling, treatment, storage, or disposal of any hazardous or toxic substance, as defined under any applicable State or Federal laws or regulations, including, but not limited to, the Comprehensive Environmental Response Compensation and Liability Act, as amended, and regulations under this Act, and analogous laws and regulations of the State of Mississippi. 6. The title to said Property to be transferred by special warranty deed and conveyed from Seller to Buyer shall be a good and marketable title in fee simple and such as ____________ (hereinafter "____________"), will so insure at its regular rates. Seller shall, within five (5) days from the closing date, submit to Buyer a standard commitment from ____________ to insure title in Buyer, which commitment will only contain the following exceptions, unless wai ved by Buyer, to-wit: general and special taxes for the current year and subsequent years; all oi l, gas and other minerals in, on and under the subject property reserved by prior owners; utility easements; and zoning ordinances. 7. Seller shall pay for the title search report, survey, pest inspection, preparation of the special warranty deed, and the premium for an owner's title insurance binder which shall be issued prior to closing. Seller and Buyer shall each pay their own attorneys' fees and expense s. Buyer shall pay for the recording of the Deed and any Deed of Trust. Seller shall pay the commissi on due at closing to ____________. 8. Taxes, assessments, rent, and interest, and all other items of income and expense, shall be prorated as of the date for delivery of possession. If the amount of taxes and assessme nts for the current year cannot be ascertained, rates and assessed valuations of the previous year, with known changes, shall be used. Upon receipt of the current year's tax statement(s), any subsequent adjustment of the estimated taxes shall be made on a pro rata basis between the parties forthwith upon demand. 9. Closing is to be made at the office of the Seller's attorney as soon as possible, but no later than __________ ___, ____ unless an extension is agreed to in writing by Buyer and Seller. Seller agrees to give possession and occupancy at time of closing. Seller also a grees to refund to Buyer the security deposit of ____________ Dollars ($____________) which Seller is holding. 10. Seller agrees to execute and deliver a good and sufficient Special warranty Deed to the Property, including a full nonexclusive easement to use the driveway shown in red in E xhibit "A" as a means of ingress and egress to and from the Property shown in yellow in Exhibit "A," and the right at any time to maintain the driveway on, over and across said easem ent property so as to be sufficient for all purposes of transportation and travel to ____________. Notwithstanding anything herein to the contrary, said Property shall be conveyed by Seller to Buyer free from any plan of condominium covering or affecting the Property. 11. All violations of governmental orders or of requirements noted or issued by any department of any governmental body having jurisdiction, or action in any court on account the reof against or affecting the Property at the date of closing of this Contract, whether di sclosed by inspection requested by Buyer or not, shall be complied with by the Seller and the Property conveyed free thereof. Seller represents to Buyer that Seller has not made, and will not make, any commitments or representations to the applicable governmental authorities, or any adj oining or surrounding property owners, which would in any manner be binding upon Buyer or interfere with Buyer's ability to use and improve the Property as contemplated by Buyer, without first obtai ning the Buyer’s consent. 12. In the event that, at the time of closing, all or any part of the Property is (or has previously been) acquired, or is about to be acquired, by authority of any governmental agency in the exercise of its power of eminent domain or by private purchase in lieu thereof (or in the event that at any such time there is any threat or imminence of any such acquisition by any such governmental agency), Buyer shall have the right, at its option, to terminate or to purchase only so much of the Property not condemned or under threat of condemnation, in which event the purchase price and terms shall be adjusted accordingly. 13. Unless otherwise provided herein, whenever notice is to be given under the terms of this Contract, such notice shall be deemed to have been given when given in person or whe n enclosed in an envelope having the proper postage, addressed to the Seller or Buyer at it s/his address as set forth below, and deposited at a United States Post Office or mailbox. T he date at which notice shall be deemed to have been given shall be the date of the postm ark on said envelope: SELLER: ________________________________________________ BUYER: ____________ ____________________________________ 14. This Contract shall be null and void unless ratified by all parties within ten (10) days of the date shown opposite the execution hereof on behalf of the Buyer. The latest date shown by a party's execution hereof shall be the final date of ratification by all parties t o this Contract, and the date for commencement of all time periods herein set forth. 15. It is the intention of the parties hereto that all questions with respect t o the construction of this Contract, and the rights and liabilities of the parties hereunder, shal l be determined in accordance with the laws of the state of Mississippi. 16. Buyer and Seller agree that this Contract shall be binding upon them, their, and each of their, respective heirs, executors, administrators, and successors and assigns. This Contrac t contains the final and entire agreement between the parties hereto. Neither Buye r nor Seller nor their Agents shall be bound by any terms, conditions, statements, warranties or representations, ora l or written, not herein contained. 17. This Contract may be executed in counterparts. We, the undersigned, hereby ratify, accept and agree to the above agreement and acknowledge it to be our contract. BUYER: DATE:__________________________ ____________________________________________ ________________________________ SELLER: ________________________________ DATE:__________________________ By: _________________________________________