Nmisc Sample Agreement Of Purchase And Sale (Page 6 of 20) in pdf

NMISC SAMPLE CONTRACT

Commercial Code searches in the name of Seller and the Property and in the records of Chaves

County and in the UCC records of the Secretary of State of New Mexico, issued by a search

company acceptable to Purchaser, and covering a date not earlier than ten (10) days prior to the

Closing Date ("Searches"), and showing no security interest, lien, charge or other encumbrance on

or with respect to the Property other than: (i) ones to be paid by Seller and released at or prior to

Closing; or (ii) the Permitted Exceptions.

4.04

Title Defects Disclosed in Title Commitment, Survey and UCC Searches. Seller is

required to remove all Title Defects at or prior to the Closing in each case in a manner satisfactory

to Purchaser. If Seller after using all reasonable efforts is unable to cure all Title Defects by the

Closing, Purchaser shall have the right by delivery of written notice of election to Seller on or before

the Closing Date: (i) to terminate this Agreement, in which event, all of the Deposit shall be

returned to Purchaser; or (ii) to proceed pursuant to this Agreement with the right to deduct from the

Purchase Price an amount equal to the aggregate of liens or encumbrances of a definite or

ascertainable amount that constitute Title Defects, subject to Purchaser's and Seller's agreement as

to the amount (failing which Purchaser may waive objection to such Title Defect or terminate this

Agreement pursuant to clause (i) above, and to waive objection as to any other Title Defects). In

the event that Purchaser elects to proceed despite the existence of Title Defects, the Closing shall

be delayed to such date as may be reasonably required for Seller to cause removal of the Title

Defects with appropriate title insurance protection or otherwise, at Seller's costs, in each case in a

manner acceptable to Purchaser.

ARTICLE FIVE

CONDITIONS TO PURCHASER'S OBLIGATION TO CLOSE

5.01

Conditions to Purchaser's Obligation to Close. Purchaser's obligations to purchase

the Property is subject to satisfaction of the following conditions (which are in addition to all other

conditions set forth herein), and absent satisfaction of same at the Closing Date or on the date

otherwise set forth below, as the case may be, Purchaser may unilaterally and forthwith terminate

this Agreement and upon written notice of termination to Seller, the Deposit shall be returned to

Purchaser:

A. On the Closing Date, no suit, action or other proceeding by any person or entity shall be

pending or threatened that seeks, nor shall there exist any judgment, lien, injunction or order, the

effect of which is, to restrain or otherwise impair the purchase and sale of the Property or

Purchaser’s ability to use and enjoy the Property for the purposes set forth in the Settlement

Agreement and the Partial Final Decree;

B. Seller's representations and warranties set forth herein shall be true and correct in all

material respects as of the Closing Date;

C. Seller shall have performed each and all of its covenants and agreements required

under this agreement including, but not limited to, any mowing or other remediation as required

under Section 8.02;

D. All contingencies set forth in Article Three, as well as any other statutory contingencies

set forth in NMSA 1978, §§72-1-2.4(D), 72-14-10, and the 2002 general appropriations act, Laws

2002, ch. 109, §2, or in any subsequent changes to said statutes or other statutes which affect

Purchaser’s ability to complete its obligation under this Agreement shall be satisfied within the

applicable periods therein provided; and

Nmisc Sample Agreement Of Purchase And Sale Page 6

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