Real Estate Purchase And Sale Agreement Page 4
Download a blank fillable Real Estate Purchase And Sale Agreement in PDF format just by clicking the "DOWNLOAD PDF" button.
Open the file in any PDF-viewing software. Adobe Reader or any alternative for Windows or MacOS are required to access and complete fillable content.
Complete Real Estate Purchase And Sale Agreement with your personal data - all interactive fields are highlighted in places where you should type, access drop-down lists or select multiple-choice options.
Some fillable PDF-files have the option of saving the completed form that contains your own data for later use or sending it out straight away.
ADVERTISEMENT
1
2
3
4
5
6
7
8
9
10
11
12
13
14Objections within the Title Review Period, then all title exceptions disclosed on the Title Commitment
and Survey shall constitute Permitted Exceptions, subject to Section 5.3.
5.2
Objections and Cure. If Buyer delivers Objections within the Title Review Period, then
Seller shall expeditiously and diligently proceed in good faith and a commercially reasonable manner to
satisfy such Objections; provided, that this shall not require Seller to pay any money or incur any fees,
costs, or liability whatsoever, other than to pay off any indebtedness or other obligations secured by any
Seller’s Liens and discharge, terminate, and release all such Liens by Closing. Seller may, but is not
required to, cure other Objections requiring it to pay money or incur fees, costs, or liability, in which case
it shall use commercially reasonable efforts to cure such other Objections no later than the Closing Date.
If Seller fails to cure such other Objections, then Buyer shall have the option to either: (a) terminate this
Agreement, in which event Buyer shall receive a full refund of any Earnest Money and the parties shall be
relieved of any further obligations hereunder, or (b) elect to close notwithstanding such uncured other
Objections, in which event there shall be no adjustment to the Purchase Price and such Objections shall
constitute Permitted Exceptions.
5.3
Insured Closing. The Closing shall be an "insured closing" with "gap coverage" as such
terms are commonly understood in the title insurance industry, i.e., at Closing, upon request Buyer will be
entitled to receive an updated and marked-up Title Commitment or a pro forma Title Policy to insure that
Buyer will receive the Title Policy and that no circumstances have arisen since the date of the Title
Commitment that would adversely affect title to the Property other than Permitted Exceptions. The Title
Policy will provide "extended form coverage," i.e., without standard or general preprinted exceptions
(other than the survey exception unless Buyer procures an appropriate Survey), which shall not constitute
Permitted Exceptions.
6.
OTHER DUE DILIGENCE AND INSPECTIONS. In addition to its rights to review title to the
Property as described in Section 5, Buyer shall have the right to conduct other reviews, inspections, and
due diligence with respect to the Property as described herein.
6.1
Seller’s Deliveries and Notices. Within five (5) business days after the Effective Date,
Seller shall deliver to Buyer true, correct, and complete copies of all Due Diligence Documents in Seller’s
possession or control.
6.2
Inspections. During the Due Diligence Period, Buyer shall have the license and right to
enter onto the Property from time to time during normal business hours for the purpose of conducting
such surveys, studies, tests, audits, examinations, investigations, and other inspections of the Property as
it deems necessary or desirable; provided, that Buyer shall give Seller reasonable advance notice of and
opportunity to be present at such inspections, and Buyer shall not perform any scraping, drilling, boring,
or other forms of invasive testing at the Property without Seller’s consent. Buyer shall defend, indemnify
and hold harmless Seller from and against (but if the University is Buyer, then to the extent permitted by
Missouri law and not inconsistent with the doctrine of sovereign immunity it shall be responsible for) any
claims, causes of action, damages, liability, or costs or expenses arising or resulting from such
inspections. Buyer also agrees to repair and restore any damage to the Property caused by such
inspections.
7.
REPRESENTATIONS AND WARRANTIES.
7.1
Seller’s Representations and Warranties. In order to induce Buyer to enter into this
Agreement and to consummate the purchase of the Property, Seller hereby represents and warrants to
Buyer as of the Effective Date and as of the Closing as follows:
(a)
(i) Seller is the entity specified in the introductory paragraph to this Agreement
and is qualified to do business and in good standing under the laws of the State of Missouri; and
4
ADVERTISEMENT
0 votes
Related Articles
Related forms
Related Categories
Parent category: Business