Real Estate Purchase Contract (Page 2 of 4) in pdf

(e)

Easements; Access Rights.

Buyer and Seller shall cooperate to secure any and all

easements, rights of way, consents, amendments, variances, permits and or approvals from third parties as are

necessary in order to permit Buyer to have ingress and egress to and full use and enjoyment of the Property in

the manner and for the purposes contemplated by Buyer.

Closing: The closing of the purchase and sale of the Property (the “Closing”) shall be on

________________, ____ _.m. at ____________________. In addition to the satisfaction or waiver of the

Contingencies, Buyer’s obligations under this Contract are subject to and contingent upon the occurrence of

the following on or before the date of Closing: (a) all of Seller’s representations and warranties hereunder

shall remain true and correct; (b) no moratorium, statute, order, regulation, ordinance or judgment of any

court or governmental agency shall have been enacted, adopted, issued or initiated that would materially and

adversely affect the Property or Buyer’s use thereof as contemplated herein; and (c) the parties shall have

delivered all other documents and other deliveries listed in paragraph 4 hereof.

Deliveries:

(a)

Seller’s Deliveries at Closing. At Closing, Seller shall deliver the following documents

and materials, all of which shall be in form and substance reasonably acceptable to the parties: (i) a duly

executed and acknowledged general warranty deed (the “Deed”); (ii) a certificate duly executed by Seller

that as of the date of Closing all representations and warranties by Seller set forth in this Contract remain

true and correct; (iii) a certification duly executed by Seller, certifying that Seller is not a “foreign person”,

pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended (“Section 1445”); (iv) a general

instrument of transfer, pursuant to which Seller shall convey and assign to Buyer all of Seller’s right, title and

interest in and to all personal property and other rights of Seller relating to the Property (“General Instrument

of Transfer”); (v) such affidavits and indemnities as the Title Company may reasonably require in order to

omit from the Title Policy all exceptions for (1) parties in possession, (2) mechanic’s liens, (3) unrecorded

assessments and other matters an accurate survey of the Property would disclose, and (4) nondelinquent real

estate taxes, water and sewer and other charges of municipal and governmental authorities and utility

companies; and (vi) a closing statement showing documents, closing costs and prorations, calculated in

accordance with paragraph 5 hereof, in form and substance satisfactory to Buyer and Seller (the “Closing

Statement”).

(b)

Buyer’s Deliveries at Closing. On the date of Closing, Buyer shall: (i) deliver at the

Closing the Purchase Price for the Property (plus any additional funds necessary to pay Buyers’ share of

closing costs and prorations, minus any credits granted to Buyer as set forth herein) in immediately available

funds; and (ii) sign the Closing Statement.

Closing Costs and Prorations: At the Closing, closing costs shall be paid and prorations made as

follows:

(a)

Closing Costs. Except as otherwise expressly provided herein, Seller shall pay at the

Closing: the costs of releasing any mortgage, financing statement, or other debt security, or any attachments,

assessments, delinquent real estate taxes or mechanic’s or materialmen’s liens outstanding against the

Property, all transfer taxes and conveyance fees and the costs of curing, remedying or removing any

Contingencies that Seller cures, remedies or removes. The costs of the Title Policy and the costs of the

Survey shall be paid in accordance with paragraph 2 of this Contract. Buyer shall pay the costs of recording

the Deed and any mortgage or financing instrument and any special endorsements to the Title Policy not

required to cure a title objection or Survey Exception.

(b)

Taxes. All real property taxes and assessments (“Taxes”) (including penalties thereon)

which are delinquent shall be paid at Closing out of funds due Seller. Any non-delinquent Taxes shall be

prorated on an accrual basis based on, if not yet fully determined as of the Closing, the most recently

available tax bill giving effect to applicable exemptions, recently voted millage, change in valuation and other

factors affected the Taxes.

Damage or destruction of property: Risk of loss to the real estate and appurtenances shall be

borne by Seller until Closing provided that if certain Property covered by this Contract shall be substantially

damaged or destroyed before this transaction is closed, Buyer may (a) proceed with the transaction and be

entitled to all insurance money, if any, payable to Seller under all policies covering the Property, or

(b) rescind the Contract and thereby release all parties from liability hereunder, by giving written notice to

Seller within ten (10) days after Buyer has written notice of such damage or destruction. Failure by Buyer

to so notify Seller shall constitute an election to proceed with the transaction.

Income-producing agreements: Seller shall convey any and all interest in leases or income-

producing agreements relative to the Property that may be in effect as of the date of Closing, and will

execute such assignments or other instruments as necessary to effectuate such conveyances.

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Real Estate Purchase Contract Page 2

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