Real Estate Purchase And Sale Agreement Page 5

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(ii) Seller has been duly authorized to enter into and perform its obligations under this
Agreement, which is valid, binding, and enforceable against Seller in accordance with its terms
(subject to general creditor’s rights and equitable principles) and does not violate any agreement
or judicial order to which Seller is a party or to which it or the Property is subject.
(b)
There is not now pending nor, to the best of Seller's knowledge and belief has
there been threatened, any investigation, demand, action, suit, or proceeding relating to the
Property before or by any agency, court, or other governmental authority. Seller has not received
any notice from any federal, state, county or municipal governmental authority alleging any fire,
health, safety, building, pollution, environmental, zoning or other legal violation with respect to
the Property, which has not been entirely corrected in accordance with applicable law. To the
best of Seller’s knowledge and belief, the Property is not in violation of any applicable law.
(c)
Except as set forth in the hazardous waste and/or environmental studies and
reports included in the Due Diligence Documents to be provided to Buyer, to the best of Seller’s
knowledge and belief, no hazardous materials have been released at the Property, and none are
currently located on the Property which are not being stored and maintained in accordance with
all applicable laws.
(d)
There are no special assessments, takings, or other governmental actions filed,
pending or, to the best of Seller’s knowledge and belief, proposed, against the Property.
(e)
There are no option or right-of-first-refusal agreements affecting the Property.
There are no Contracts (other than the Assigned Contracts, if any). Seller is not in default of, and
to the best of its knowledge and belief no other party is in default of, and no event or
circumstance has occurred which, after notice or opportunity to cure would constitute such a
default of, any Assigned Contract.
7.2
Buyer’s Representations and Warranties. In order to induce Seller to enter into this
Agreement and to consummate the sale of the Property, Buyer hereby represents and warrants to Seller as
of the Effective Date and as of the Closing as follows: (i) Buyer 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 (ii) Buyer has been duly authorized to enter into and perform its obligations under
this Agreement, which is valid, binding, and enforceable against Buyer in accordance with its terms
(subject to general creditor’s rights and equitable principles) and does not violate any agreement or
judicial order to which Buyer is a party or to which it is subject.
8.
COVENANTS. From and after the Effective Date and until the Closing or earlier termination of
this Agreement:
8.1
Title. Seller shall not convey any right, title, or interest in or to the Property, or create or
permit any new title exceptions with respect to the Property without Buyer’s consent, other than
exceptions to be cured by Closing. If there are any Seller’s Liens, Seller shall cause the same to be
discharged, terminated, and released as required in order to convey title to the Property in accordance
with this Agreement.
8.2
Physical Condition and Operation. Seller will manage, operate, insure, and maintain the
Property in the same manner and condition as before the Effective Date, reasonable wear and tear
excepted; without limiting the generality of the foregoing, Seller will not alter the Property or commit or
permit waste to the Property without Buyer’s consent. If the Property includes any Personal Property,
Seller will not remove any material item of Personal Property without Buyer’s consent, unless the same is
obsolete and is replaced by tangible personal property of equal or greater utility and value.
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