Fillable Real Estate Purchase Contract (Page 5 of 6) in pdf

management agreements shall be made; (b) no new lease, rental or property management agreements shall be entered

into; (c) no substantial alterations or improvements to the Property shall be made or undertaken; (d) no further financial

ncumbrances to the Property shall be made, and (e) no changes in the legal title to the Property shall be made.

13. AUTHORITY OF SIGNERS. If Buyer or Seller is a corporation, partnership, trust, estate, limited liability company or

other entity, the person signing the REPC on its behalf warrants his or her authority to do so and to bind Buyer and Seller.

14. COMPLETE CONTRACT. The REPC together with its addenda, any attached exhibits, and Seller Disclosures

(collectively referred to as the “REPC”), constitutes the entire contract between the parties and supersedes and replaces

any and all prior negotiations, representations, warranties, understandings or contracts between the parties whether verbal

or otherw

ise. The REPC cannot be changed except by written agreement of the parties.

15. MEDIATION. Any dispute relating to the REPC arising prior to or after Closing: [ ] SHALL [ ] MAY AT THE OPTION

OF THE PARTIES first be submitted to mediation. Mediation is a process in which the parties meet with an impartial

person who helps to resolve the dispute informally and confidentially. Mediators cannot impose binding decisions. The

parties to the dispute must agree before any settlement is binding. The parties will jointly appoint an acceptable mediator

and share equally in the cost of such mediation. If mediation fails, the other procedures and remedies available under the

REPC shall apply. Nothing in this Section 15 prohibits any party from seeking emergency legal or equitable relief, pending

ediation. The provisions of this Section 15 shall survive Closing.

16. DEFAULT.

16.1 Buyer Default. If Buyer defaults, Seller may elect one of the following remedies: (a) cancel the REPC and retain

the Earnest Money Deposit, or Deposits, if applicable, as liquidated damages; (b) maintain the Earnest Money Deposit, or

Deposits, if applicable, in trust and sue Buyer to specifically enforce the REPC; or (c) return the Earnest Money Deposit, or

Deposits, if applicable, to Buyer and pursue any other remedies available at law.

16.2 Seller Default. If Seller defaults, Buyer may elect one of the following remedies: (a) cancel the REPC, and in

addition to the return of the Earnest Money Deposit, or Deposits, if applicable, Buyer may elect to accept from Seller, as

liquidated damages, a sum equal to the Earnest Money Deposit, or Deposits, if applicable; or (b) maintain the Earnest

Money Deposit, or Deposits, if applicable, in trust and sue Seller to specifically enforce the REPC; or (c) accept a return of

the Earnest Money Deposit, or Deposits, if applicable, and pursue any other remedies available at law. If Buyer elects to

ccept liquidated damages, Seller agrees to pay the liquidated damages to Buyer upon demand.

17. ATTORNEY FEES AND COSTS/GOVERNING LAW. In the event of litigation or binding arbitration to enforce the

REPC, the prevailing party shall be entitled to costs and reasonable attorney fees. However, attorney fees shall not be

awarded for participation in mediation under Section 15. This contract shall be governed by and construed in accordance

ith the laws of the State of Utah. The provisions of this Section 17 shall survive Closing.

18. NOTICES. Except as provided in Section 23, all notices required under the REPC must be: (a) in writing; (b) signed by

the Buyer or Seller giving notice; and (c) received by the Buyer or the Seller, or their respective agent, or by the brokerage

irm representing the Buyer or Seller, no later than the applicable date referenced in the REPC.

19. NO ASSIGNMENT. The REPC and the rights and obligations of Buyer hereunder, are personal to Buyer. The REPC

may not be assigned by Buyer without the prior written consent of Seller. Provided, however, the transfer of Buyer’s interest

in the REPC to any business entity in which Buyer holds a legal interest, including, but not limited to, a family partnership,

family trust, limited liability company, partnership, or corporation (collectively referred to as a “Permissible Transfer”), shall

not be treated as an assignment by Buyer that requires Seller’s prior written consent. Furthermore, the inclusion of “and/or

assigns” or similar language on the line identifying Buyer on the first page of the REPC shall constitute Seller’s written

onsent only to a Permissible Transfer.

20. INSURANCE & RISK OF LOSS.

20.1

Insurance Coverage. As of Closing, Buyer shall be responsible to obtain casualty and liability insurance

coverage on the Property in amounts acceptable to Buyer and Buyer’s Lender, if applicable.

20.2

Risk of Loss. If prior to Closing, any part of the Property is damaged or destroyed by fire, vandalism, flood,

earthquake, or act of God, the risk of such loss or damage shall be borne by Seller; provided however, that if the cost of

repairing such loss or damage would exceed ten percent (10%) of the Purchase Price referenced in Section 2, either Seller

or Buyer may elect to cancel the REPC by providing written notice to the other party, in which instance the Earnest Money

eposit, or Deposits, if applicable, shall be returned to Buyer.

21. TIME IS OF THE ESSENCE. Time is of the essence regarding the dates set forth in the REPC. Extensions must be

agreed to in writing by all parties. Unless otherwise explicitly stated in the REPC: (a) performance under each Section of

the REPC which references a date shall absolutely be required by 5:00 PM Mountain Time on the stated date; and (b) the

term "days" and “calendar days” shall mean calendar days and shall be counted beginning on the day following the event

which triggers the timing requirement (e.g. Acceptance). Performance dates and times referenced herein shall not be

Page 5 of 6 pages

Buyer’s Initials ________

Date

Seller’s Initials ________

Date

Real Estate Purchase Contract Page 5

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