Commercial Agreement To Buy And Sell Template (Page 2 of 3) in pdf

rights to Redhibition including a return of all or part of the purchase price. This waiver applies with respect to all defects, whether

apparent or latent, visible or not and regardless of whether Buyer is presently aware of such defects. Buyer acknowledges Seller or

Seller’s representatives have made no warranties as to any matter, including merchantability, quantity or quality of the property, or

fitness for intended or ordinary use. Buyer hereby waives any and all rights Buyer may have in connection therewith. Buyer

understands the meaning and significance of this provision.

PRORATION. All property taxes and, if applicable, taxes on movables included in sale, utilities, operating costs, rentals and

other revenues shall be prorated as of the date of closing.

CONTRACTS FOR SERVICES. Seller will disclose all service contracts and will be responsible for any that the Buyer will not

be assuming after the sale.

CHANGES DURING TRANSACTION. During the pendency of this transaction, Seller agrees that no changes in the

existing leases will be made, no new leases will be entered into, and no substantial alterations or repairs will be made or

undertaken without written consent of the Buyer.

MINERAL RIGHTS. (Check one of the following):

[ ] Seller shall transfer to Buyer _____________% of the mineral rights and/or royalty interest, if any, currently owned by Seller.

[ ] Seller reserves unto Seller and Seller’s heirs, successors and assigns, all oil, gas and minerals lying in, on or below the subject

property, provided, however, Seller shall have no right to the use of the surface of the property and any and all activities relative to

the exploration for, discovery of and production of any and all minerals shall be conducted strictly by offsite operations such as

directional drilling and/or unitization.

CLOSING DATE AND COSTS. The sale shall take place before Buyer’s Closing Agent within _______________ calendar

days after expiration of the Due Diligence Period and all costs necessary to close said sale, including, but not limited to, title

examination and/or title insurance, and appraisal, shall be at the expense of the Buyer except Seller shall be responsible for all

costs incurred for curative title work, mortgage cancellation and other seller related costs. Seller agrees to deliver a merchantable

title free and clear of any and all liens and encumbrances. In the event Buyer’s title examination shall disclose defects in the title,

Seller shall have _______ (___) days from receipt of notice of said title defects to make a good faith effort to cure such defects. If

100 said time period will expire after the closing date outlined hereinabove, said closing date shall be automatically be extended so

101 as to allow Seller the complete said time period to cure said defects. The closing date shall also be automatically extended to

102 fifteen (15) days after Seller cures said title defects. If such defects cannot be cured within said time period, Buyer may, at its

103 election, take the title as it then is or terminate this Agreement. If Buyer chooses to terminate this Agreement due to Seller’s

104 inability to cure said title defects, Buyer shall be entitled to return of the deposit. Buyer shall be given occupancy upon execution

105 of the Act of Sale unless otherwise agreed to in writing between the parties.

106

107 COMMISSION. Buyer and Seller hereby represent to one another that no real estate agent or broker is entitled to any fees or

108 commissions in connection with the transactions contemplated hereunder, except _________________________________ and

109 _________________________________. Commissions to Buyer’s Broker should be further explained in a separate Commission

110 Agreement.

111

112 NOTICES. All notices which may be required herein shall be in writing and delivered by (1) personal delivery with receipt

113 acknowledged (2) United States Certified Mail, return receipt requested, postage prepaid (3) national overnight delivery service,

114 with return receipt, delivery charge prepaid (4) facsimile to fax numbers listed below, or (5) emailed with delivery confirmation

115 to the email addresses listed below:

116

117 Seller: _________________________________________________ Fax: ___________________________________________

118

119

_________________________________________________ Email: __________________________________________

120

121

_________________________________________________

122

123 Buyer: _________________________________________________ Fax: ___________________________________________

124

125

_________________________________________________ Email: __________________________________________

126

127

_________________________________________________

128

129 BREACH OF AGREEMENT BY SELLER. In the event of any default of this Agreement by Seller, Buyer shall at Buyer’s

130 option have the right to declare this Agreement null and void and demand and/or sue for any of the following: (1) Termination of

131 this Agreement (2) Specific performance (3) Termination of this Agreement and an amount equal to ten percent (10%) of the

132 Purchase Price as stipulated damages. Further, Buyer shall be entitled to the return of the deposit. The Seller may also be liable

133 for Broker fees.

134

135 BREACH OF AGREEMENT BY BUYER. In the event of any default of this Agreement by Buyer, Seller shall have at Seller’s

136 option the right to declare this Agreement null and void and demand and/or sue for any of the following: (1) Termination of this

137 Agreement (2) Specific performance or (3) Termination of this Agreement and an amount equal to ten percent (10%) of the Sale

138 Price as stipulated damages. Further, Seller shall be entitled to retain the deposit. The Buyer may also be liable for Broker fees.

139

140 ATTORNEY’S FEES. Should either party institute legal proceedings to enforce the terms or conditions of this Agreement, the

141 prevailing party shall be entitled to recover from the non-prevailing party all of the prevailing party’s reasonable attorney’s fees,

142 costs and other expenses reasonably and necessarily incurred.

143

144 CONFIDENTIALITY. Buyer agrees that the terms and conditions herein are for the exclusive knowledge of the parties hereto

145 and are to be held in strict confidence and not revealed to anyone else until after the closing. In the event a closing fails to take

146 place, the Buyer is not to reveal the terms and conditions of this Agreement to anyone without express permission from the Seller.

147

148

_____ Seller’s Initials

_____Buyer’s Initials

Rev. 05/2012

_____ Seller’s Initials

_____Buyer’s Initials

Page 2 of 3

Commercial Agreement To Buy And Sell Template Page 2

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