Instructions & Checklist Real Estate Sale Contract (Land Only)

This package contains (1) Instructions and Checklist for Real Estate Sale Contract (Land Only); (2) Information about Real Estate Sale Contract (Land Only); (3) Real Estate Sale Contract (including Earnest Money Receipt). This agreement is for transactions involving vacant land (i.e. land only) that do not involve a Broker and where the Buyer is paying cash, obtaining a new loan, assuming an existing loan and/or obtaining Seller financing. When signed by one party, this signed contract constitutes a formal offer. The contract allows the person making the offer to designate a time and date by which the contract must be signed and returned before it expires. Once the contract is signed by both parties, it creates a binding obligation to purchase the property. Each party should sign two copies of the final draft of the contract. Each party should receive one copy with the original signatures of all parties. The parties to the contract must be aware of the various deadlines contained in the contract, relating to various acts (i.e. obtaining financing, inspections, title matters etc.) These forms contain the basic terms and language that should be included in similar agreements. The law in some states require a seller to make additional written disclosures, including environmental disclosures and any other known problems. Some cities and other municipalities may also have specific disclosure requirements that need to be included. Check with a real estate agent or attorney in your area to determine what additional disclosures, if any, are required in your state or locality. If not required by law, a Buyer may still request the disclosures and try to make them part of the contract. These forms are not intended and are not a substitute for legal advice. Laws vary from time to time and from state to state. These forms should only be a starting point for you and should not be used or signed without consulting an attorney first to make sure it fits your particular situation. The Buyer and the Seller should consult with an attorney and a tax professional to make sure that all legal and tax consequences of this Contract are fully explained and understood. An attorney should also be consulted whenever a document is negotiated with another party. The purchase and use of these forms is subject to the Disclaimers and Terms of Use found at www.findlegalforms.com .

Information
Real Estate Sale Contract (Land Only)
Whenever any real estate property is sold, a written agreement should be used to document the transaction and to set forth the terms between the Seller and the Buyer. The Real Estate Sale Contract form can be used by a Buyer and a Seller of any vacant land. Another type of form is required for the sale of free standing homes, condominiums, cooperative apartments, farmland and other special kinds of property. This contract does not address water rights (which may be important for oceanfront or lakefront property) or easements and rights of "ingress and egress" (i.e. when the property used to access the house (which is being sold) is owned by someone else). The Agreement provides for the traditional terms between a seller and buyer, including financing contingencies, surveys, pest and other inspections, title matters and more. This agreement is for transactions involving vacant land (i.e. land only) that do not involve a Broker and where the Buyer is paying cash, obtaining a new loan, assuming an existing loan and/or obtaining Seller financing Generally, this type of contract is prepared by the buyer and presented as a formal offer. However, the seller may initiate the preparation of the contract as well. The contract allows the person making the offer to designate a time and date by which the contract must be signed and returned before it expires. The law in some states requires a seller to make additional written disclosures about the condition of the property. Check with a real estate agent or attorney in your area to determine what additional disclosures, if any, are required in your state. In some of these states, a seller may still be required to make the disclosure, even if the property is sold "as is." If not required by law, a Buyer may still request the disclosures and try to make them part of the contract. To find out if your state has any mandatory disclosure laws, you can check with a local real estate broker or attorney, or call your states attorney generals office. Most states with mandatory disclosure laws have created state approved forms that can be used to make the disclosure. Since this contract may be a little different than the types of Real Estate Sale Contracts your local agents and lenders may be used to seeing, you may want to check with a local agent or lender if the use of another form will create a problem. This information and these forms are not intended as and are not a substitute for legal advice. Laws vary from time to time and from state to state. These forms should only be a starting point for you and should not be used or signed without consulting an attorney first to make sure it fits your particular situation. You should also consult with an attorney and a tax professional to make sure that all legal and tax consequences of this Contract are fully explained and understood. An attorney should also be consulted whenever a document is negotiated with another party.

Real Estate Sale Contract

This Real Estate Sale Contract (the Contract) is made by and between ___________________ __________________________, (Seller), and ______________________________________, (Buyer, and collectively, the Parties). The Parties hereby agree as follows: 1. Property to be Sold. Seller shall sell and Buyer shall buy the following property and the improvements thereon (the Property) commonly known as:

(Common Description). (check the appropriate box) The legal description of the property is as follows: ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ The legal description of the property is given in Attachment 1. 2. Purchase Price. The purchase price for the Property is: $___________________ (the Purchase Price). 3. Payment. (initial and completet the applicable provision(s)) a. [ _________ / __________ ] Buyer shall pay an earnest money deposit (the Earnest Money) in the amount of $______________ to _____________________ (the Earnest Money Holder) upon signing this Contract. This deposit is to be credited against the Purchase Price. b. [ _________ / __________ ] The total amount to be financed by Buyer (not including financed mortgage insurance premiums, or closing costs, if any) is $____________ (the Finance Amount). c. [ _________ / __________ ] Buyer also assumes and agrees to pay, as a part of the Purchase Price, the balance owing upon a certain promissory note secured by a first mortgage or deed of trust on the Property in favor of ____________________________ bearing interest at _______% per annum and payable as to principal and interest $__________ per month, having an approximate present principal balance of $______________________, now of record in the offices of the county where the Property is located (the Mortgage Loan). Buyer agrees to pay the Mortgage Loan according to its terms. If the lenders consent to the assumption of the Mortgage Loan is 1
Initials Seller _________________ Buyer _________________

required, this Contract is contingent upon obtaining such consent without change in the terms of the Mortgage Loan and without any fee. If any required consent cannot be obtained as set forth herein, then Buyer may, at Buyers option by notice to Seller, within ten (10) days following the lenders response to request for assumption by Buyer, cancel this Contract, or Buyer may elect to complete the purchase with alternate financing. In the event of cancellation by Buyer, the Earnest Money shall be returned to Buyer. d. [ _________ / __________ ] Seller agrees to provide financing in the amount of $______________________ (the Seller Financed Amount). Seller financing, if any, shall be provided through a promissory note, secured by deed of trust or a first mortgage on the Property, from Buyer to Seller for $__________________ , bearing ___% interest per year (the Interest Rate), payable in monthly installments of $___________, with the first payment beginning on __________________ and continuing every month thereafter with a like amount on the same date each month until the full amount of this note and all accrued interest is paid in full. e. [ _________ / __________ ] Buyer will pay the balance of $______________ on or before the Closing (defined below) in cash or by cashier's check subject to adjustments and prorations. The total amount to be paid by Buyer (Earnest Money + Finance Amount + Seller Financed Amount + loan assumption + cash balance at closing) is $________________. 4. Credit Check. If Seller provides any financing under this Contract, Buyer must first be approved by Seller as to Buyers financial ability and creditworthiness. Buyer agrees to provide all necessary financial information, including information relating to credit, creditworthiness, income, employment and banking to Seller by __________ (date). Buyer also understands, agrees to and authorizes Seller to perform a credit check on Buyer and to contact any references and to verify the information provided, including banking and personal references and employment information. Buyer understands that Sellers approval shall be solely at Sellers absolute discretion. Seller shall notify Buyer by _____________ (date) if Seller is unable to approve Buyer or Buyer shall be deemed approved. 5. Earnest Money. If the Earnest Money Holder is someone other than Seller, that holder shall be instructed to deposit the funds in an insured escrow account. Unless, the Earnest Money is somehow forfeited by Buyer pursuant to any terms of this, any accrued interest shall be accrued for the benefit of Buyer and either applied toward the purchase price at closing or returned to Buyer in the event the transaction does not close. Notwithstanding other provisions in this Contract regarding the refund or forfeiture of the Earnest Money, any Earnest Money Holder (or holder of any other amount paid pursuant to this Contract before the Closing) will be directed not to disburse those funds without the written consent of Buyer and Seller, unless permitted to do so by applicable law. If Buyer and Seller are unable to agree in writing upon the disbursement of the Earnest Money or any other funds, the Earnest Money Holder may commence an interpleader or similar action and is authorized to pay the funds to the Clerk of the Court where the Property is located for disposition according to the order of the court. 2
Initials Seller _________________ Buyer _________________

Buyer and Seller agree that, if there is neither a dispute regarding disbursement of the Earnest Money nor a written consent to distribution and either party fails to: (i) respond in writing within ________ days of receipt of a written notice of pending disbursement sent by certified or registered mail from the third party Earnest Money Holder, if any, or (ii) make written demand for return or forfeiture of the Earnest Money within ___________ days of receipt of written notice of cancellation of this Contract (as the case may be), then such failure shall constitute consent to disbursement of the Earnest Money as provided in such notice. 6. Sale Contingencies. If the purchase price or any part thereof is to be financed by a third party loan, this Contract is conditioned upon the Buyer obtaining a firm commitment for said loan within _______ days from the date hereof, at an interest rate not to exceed _______ percent (____%); of _______ years, and in the principal amount of $______________. Buyer agrees to make application for, and to use reasonable diligence to obtain said loan. Should Buyer fail to obtain same or to waive Buyer's rights hereunder within said time, Buyer may cancel Contract. This financing contingency is to be removed by ____________________. 7. Additional Contingencies. This contract is also contingent upon satisfactory completion of the following items (initial those that apply): a. [ _______ / _______ ] A contractor's inspection of the property at Buyer's expense resulting in a report satisfactory to Buyer. This contingency is to be removed by ___________________. b. [ _______ / _______ ] An environmental inspection of the property at Buyer's expense resulting in findings satisfactory to Buyer. This contingency is to be removed by _______________________________. c. [ _______ / _______ ] A review of public and private building and use requirements affecting the property at Buyer's expense resulting in findings satisfactory to Buyer. This contingency is to be removed by __________________________. d. [ _______ / _______ ] A stake survey or survey report at Buyer's expense resulting in findings satisfactory to Buyer. This contingency is to be removed by ___________________________. e. [ _______ / _______ ] Approval of the title insurance commitment by Buyer's lawyer. This contingency is to be removed within _____ days after the title insurance commitment is received by Buyer. f. [ _______ / _______ ] Buyer obtaining and acquiring all the necessary approvals and permits to use the property for ___________________. g. [ _______ / _______ ] The sale and closing of Buyer's property located at _________ ________________________________________________________________________ ____ on or before ______________________. Seller may continue to offer the Property for sale. If Seller accepts another bona fide offer before the sale and closing of Buyer's 3
Initials Seller _________________ Buyer _________________

property, Seller shall notify Buyer. Buyer shall have _______ days from receipt of Seller's written notice about the other offer to exercise the option of continuing this Contract. To exercise this option, Buyer must pay to Seller a non-refundable fee of $______________ (to be applied to the Purchase Price at the Closing) and agree in writing to remove both the contingency respecting the sale of Buyer's property and any financing contingency of this Contract (as applicable). Buyer shall not exercise the option to continue this Contract and complete the purchase of the Property unless: (i.) Buyer has entered into a bona fide contract for sale of Buyer's property and Buyer's financing for the purchase of the Property is approved by Buyer's lender subject only to the sale of Buyer's property; or (ii.) Buyer is financially able to complete the purchase of the Property without selling Buyer's property. 8. Removal of Contingencies. If any contingency in this Contract is not removed in writing by the required date, this Contract becomes voidable. After the required date and until the contingency is removed, either Party may cancel this Contract by written notice to the other. In that case, Seller will return the deposit to Buyer or authorize the escrow agent or Earnest Money Holder, to do so. 9. Time for Acceptance and Effective Date. If this offer is not executed by both Parties hereto on or before __________, the Earnest Money shall be, at the option of the Buyer, returned to him and this offer shall thereafter be null and void. The date of the Contract (Effective Date) shall be the date when the last one of the Seller and Buyer has signed this offer. 10. Physical Condition of Property. Buyer acknowledges that Buyer or Buyers Agent(s) or Representative(s) has made at least a casual inspection of the Property. To the best of Seller's knowledge, there are no physical problems with the property that would not be apparent upon inspection. Seller shall maintain the Property (including any lawn or shrubbery) in its present condition through the date of possession, ordinary wear and tear excepted. In the event of any material change in the condition of the Property before closing, Seller shall promptly notify Buyer. 11. Inspections. Buyer may, at Buyer's expense, have inspections made of the Property. This may include, but not be limited to, inspections of the land, environmental hazards, pest infestation or damage and all other physical matters which may affect the value of the Property by licensed persons. Buyer shall give written notice to Seller, together with a copy of the written report(s) by the inspector(s) of any problem prior to taking of possession thereof, or six (6) days prior to closing, whichever is first. Unless Buyer reports failures within said period, Buyer shall be deemed to have waived any warranty that Seller may have given in this Contract as to failures not reported. Valid reported failures shall be corrected at Seller's cost with funds therefore escrowed at closing. Seller agrees to provide access for inspection upon reasonable notice. Buyer shall pay for any damage to the Property resulting from any inspection. If written notice of any unsatisfactory condition (other than active pest infestation) signed by Buyer and supported by the written opinion of qualified inspector(s) is given to Seller as set forth in this Section 11, Seller shall pay valid costs for treatment and repair of all damage up to _____% of the Purchase Price. Should such costs exceed that amount, Buyer shall have the 4
Initials Seller _________________ Buyer _________________

option of canceling the Contract within five (5) days after receipt of contractor's repair estimate by giving written notice to Seller and the Earnest Money shall be refunded to Buyer, or Buyer may elect to proceed with the transaction, in which event Buyer shall receive a credit at closing of an amount equal to _____% of said Purchase Price. 12. Utilities. The following utilities are provided to the Property as specified below: Water: Sewer: Gas: Electricity: Seller will pay any other charges made against the property by any government authority for installation or extension of water, sanitary or sewer service, if such charges have been incurred before the date of closing. Buyer will pay for the charges incurred after the date of closing. 13. Title. Seller shall, at Seller's sole cost and expense, cause a title insurance company mutually acceptable to the Parties (the Title Company) to issue and deliver to Buyer a title commitment (the Title Commitment) accompanied by one copy of all documents affecting the Property, and which constitute exceptions to the Title Commitment. The Title Commitment shall commit to insure a marketable fee simple title in the Buyer upon the recording of the deed. The Title Commitment shall be delivered to Buyer as soon as practicable, but at least fifteen (15) days before the Closing. Buyer shall give Seller written notice within ten (10) days after receipt of the Title Commitment, if the condition of title as set forth in such Title Commitment and survey is not satisfactory in Buyer's sole discretion. In the event that the condition of title is not acceptable, Buyer shall state which exceptions to the Title Commitment are unacceptable. Seller shall, at its sole cost and expense, promptly undertake and use its best efforts to eliminate or modify all unacceptable matters to the reasonable satisfaction of Buyer. If Seller does not remedy any title defects before the Closing (or reasonably later date if extended by Buyer in Buyer's discretion), Buyer may, at its option: (i) extend the time period for Seller to satisfy said objections, (ii) accept title subject to the objections raised by Buyer, without an adjustment to the Purchase Price, in which event said objections shall be deemed to be waived for all purposes, or (iii) rescind this Contract, whereupon the deposit described herein shall be returned to Buyer and this Contract shall be of no further force and effect. Seller Buyer shall pay for an owners title insurance policy in the amount of the Purchase Price insuring marketable fee simple title in Buyer from and after the Closing, subject only to exceptions for any liens, encumbrances or other matters created or brought about by Buyer and exceptions permitted according to this Contract. The policy shall also insure Buyer as of the date of recording of the deed or other instrument of conveyance against any lien, or right to a lien, for services, labor or material imposed by law and not shown by the public records. Seller agrees to cooperate with, and comply with the requirements of, the title insurance company for issuance of this coverage. Unless otherwise agreed or if not available for reasons other than any act of Seller, Buyers title policy will include mechanics lien coverage. 5
Initials Seller _________________ Buyer _________________

14. Existing Mortgages. Seller shall furnish to Buyer within twenty (20) days from execution hereof a statement from all mortgagee(s) (if any) setting forth principal balance, method of payment, interest rate and whether the mortgage(s) is in good standing. If a mortgage requires approval by the mortgagee of the Buyer in order to avoid default, or for assumption by the Buyer of said mortgage, and: a. the mortgagee does not approve the Buyer, the Buyer may rescind the contract (and the Earnest Money will be returned to Buyer), or b. the mortgagee requires an increase in the interest rate or charges a fee for any reason in excess of $________, the Buyer may rescind the Contract unless Seller elects to pay such increase or excess. Buyer shall use reasonable diligence to obtain approval. The amount of any escrow deposits held by mortgagee shall be credited to Seller. 15. Lien Affidavit. Seller shall furnish to Buyer at closing an affidavit attesting to the absence of any security interest in, or financing statement, claim, lien, or potential lien known to Seller with respect to the Property, and further attesting that there have been no improvements to the Property for one hundred twenty (120) days immediately prior to the Closing. 16. Professional Survey. A survey shall shall not be made of the Property prior to the Closing. If a survey is required pursuant to this Section 16, then such survey shall be If the survey shows encroachments on the Property herein described, or that any improvements located on the Property herein described encroach on other lands, written notice of that effect shall be given to the Seller and Seller shall have the same time to remove such encroachments as is allowed under this Contract for the curing of defects of title. If the Seller shall fail to remove or cure said encroachments within the period of time, then the deposit this day paid shall be returned to Buyer and all rights and liabilities arising hereunder shall terminate, or Buyer may close this transaction in the same manner as if no defects had been found without reduction in the Purchase Price. 17. Delivery of Deed. On or before the Closing, Seller shall execute, transfer and deliver marketable title to the property to Buyer by a warranty deed (the Warranty Deed) and take all other steps reasonably necessary to complete the closing. The Warranty Deed shall convey to Buyer a marketable fee simple title to the Property free and clear of all liens and encumbrances, except as provided in this Contract. 18. Taxes and Other Prorations. Taxes, assessments, rent, interest, insurance and other expenses and revenue of the Property shall be prorated as to the date of closing for the year of closing (on a 30-day-month, 360-day-year basis) and thereafter shall be the responsibility of Buyer, subject to applicable law. If the closing shall occur before the tax rate is fixed for the then current year, the apportionment of taxes shall be upon the basis of the tax rate of the preceding year applied to the latest assessed valuation. However, if the Property was materially improved following the determination of the assessed value upon which the prior year's taxes were based, taxes will be estimated based on the preceding year's levy at the more current assessed value, if ascertainable, 6
Initials Seller _________________ Buyer _________________

and the estimated amount prorated. The parties also agree that if the Property has been reappraised or reclassified within the preceding year and the actual taxes based on the new value are not available, they will agree to a reasonable estimation of the current years taxes based on the information available on the Closing. Buyer shall have the option of taking over any existing policies of insurance on the Property, if assumable, in which event premiums shall be prorated. The cash at the Closing shall be increased or decreased as may be required by said prorations. All references in this Contract to prorations as of the Closing will be deemed Date of Occupancy if occupancy occurs prior to the Closing, unless otherwise provided for herein. 19. Adjustments. (select and initial one) [ _____ / _____ ] Subsequent to the closing, when the tax rate is fixed for the year in which the Closing occurs, Seller and Buyer agree to adjust the proration of taxes and, if necessary, to refund or pay, as the case may be, an amount necessary to effect such adjustments. This provision shall survive the Closing. or [ _____ / _____ ] Unless the parties agree otherwise, all prorations shall be final. 20. Special Assessments. Any special assessments for the year in which the sale of the Property is closed (exclusive of rebates and penalties) that are a lien on the Property shall be prorated between the parties as of the Closing. Buyer will pay any special assessments that become a lien on the property after the Closing. 21. Closing and Possession. This transaction shall be closed (the Closing) and the deed and other closing papers delivered on the ______ day of ______ 20__, unless extended by other provisions of this Contract, or by written agreement of the Parties. The Closing shall take place at a mutually convenient place and time. However, if a portion of the Purchase Price is to be derived from an institutional mortgagee, the requirements of said mortgagee as to time of day, place and procedures for closing, and for disbursement of mortgage process, shall control, anything in this Contract to the contrary notwithstanding. Unless otherwise agreed by the parties, Buyer shall have possession of the Property immediately following the Closing. The deed shall be recorded upon clearance of funds and evidence of title continued at Buyer's expense, to show title in Buyer, without any encumbrances or change which would render Seller's title unmarketable from the date of the last evidence, and the cash proceeds of sale shall be held in escrow by Seller's attorney or by such other escrow agent as may be mutually agreed upon for a period of not longer than five (5) days from and after the date of the Closing. If Seller's title is rendered unmarketable, Buyer shall within said five (5) day period, notify Seller in writing of the defect and Seller shall have thirty (30) days from date of receipt of such notification to cure said defect. In the event Seller fails to timely cure said defect, all monies paid hereunder shall, upon written demand therefore and within five (5) days thereafter, be returned to Buyer and, simultaneously with such repayment, Buyer shall vacate the Property and 7 Initials

Seller _________________ Buyer _________________

reconvey same to the Seller by special warranty deed. In the event Buyer fails to make timely demand for refund, he shall take title as is, waiving all rights against Seller as to such intervening defect except as may be available to Buyer by virtue of warranties, if any, contained in deed. 22. Restrictions, Easements and Limitations. The Buyer shall take title subject only to: a. Taxes and assessments for year of closing and subsequent years; b. Restrictions and matters appearing on the plat or otherwise common to the subdivision, easements and zoning ordinances of record, and other requirements imposed by governmental authority, if any; c. Public utility easements of record, if any; d. Mortgage to be assumed or purchase money mortgages as described above, if any; Any variance in the amount of said mortgage from the amount stated herein shall be added to or deducted from either the cash payment or the second mortgage as the Seller may elect. e. Other: _____________________________________________________________ ______________________________________________________________________ _____________________________________________________________________. 23. Sellers Obligations at Closing. At Closing, Seller shall do the following: a. Execute, acknowledge, and deliver to Buyer the Warranty Deed or ______________ conveying the Property to Buyer subject to any limitations set forth above: b. Furnish closing statement, mechanic's lien affidavit, assignments of leases, and any corrective instruments that may be required in connection with perfecting the title. 24. Buyers Obligations at Closing. Subject to the terms, conditions and provisions hereof, and concurrently with the performance by Seller of its obligations set forth in this Contract, Buyer shall deliver to Seller, a cashier check or other immediate local funds in the amount set forth in this Contract and any required mortgage, mortgage note, security agreement and financing statement and __________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ _____________________________________________________________. (Other or none) 25. Closing Costs. The costs and expenses in connection with the Closing shall be paid as follows (select whichever applies. Check both if cost is split 50/50 between Buyer and Seller. Delete those that dont apply, and renumber remaining provisions beginning at subsection (a)): __. [ Seller Buyer Both] will pay any transfer tax when title passes.

Initials Seller _________________ Buyer _________________

__. [ Seller Buyer Both] will pay any Documentary stamps which are required to be affixed to the Warranty Deed; __. [ Seller mortgage. Buyer Both] will pay any intangible tax required by law on the

__. [ Seller Buyer Both] will pay all recording costs, including recording of the Warranty Deed, mortgage, and any documents required in connection with the title insurance commitment. __. [ Seller Buyer Both] will pay any premium payable for the Title Commitment and title policy (i.e. title insurance) issued pursuant thereto. __. [ Seller __. [ Seller any) __. [ Seller __. [ Seller __. [ Seller Buyer Buyer Both] will pay any survey work. Both] will pay any recording of purchase money mortgage (if

Buyer Buyer Buyer

Both] will pay any recording any corrective instruments Both] will pay any loan origination fees. Both] will pay any other costs, as follows: .

26. Time. Time is of the essence of this Contract. Any reference herein to time periods of less than six (6) days shall in the computation thereof, exclude Saturdays, Sundays and legal holidays, and any time period provided for herein which shall end on a Saturday, Sunday or legal holiday shall extend to 5:00 p.m. of the next business day. 27. Defaults and Remedies. Failure of either Party to comply with any material covenant, agreement, or obligation within the time limits required by this Contract shall constitute a material default. Following a material default by either Buyer or Seller, the other Party may pursue any remedies or damages available at law or in equity. All rights, powers, options or remedies afforded to Buyer or Seller either hereunder or by law shall be cumulative and not alternative and the exercise of one right, power, option or remedy shall not bar other rights, powers, options or remedies allowed herein or by law. If Buyer defaults, Seller may (1) enforce specific performance of the Contract and pursue any other available legal remedies or both or (2) cancel this Contract and claim the deposit as liquidated damages and Seller agrees to accept and take said deposit as Seller's total damages and relief hereunder in such event. In such event the parties agree that said sum shall constitute liquidated damages since both Buyer and Seller agree that actual damages for default or breach of contract could not readily be ascertained at the date of execution of this Contract.

Initials Seller _________________ Buyer _________________

If Seller defaults, Buyer may (1) enforce specific performance of the Contract and pursue any other available legal remedies or both or (2) demand a refund of the deposit in termination of this contract, in which case and this shall be the sole remedy of Buyer under this Contract. 28. Disputes. (select the appropriate provision; Delete unused provisions.) Litigation. If a dispute arises, either Party may take the matter to court. Mediation and Possible Litigation. If a dispute arises, the Parties will try in good faith to settle it through mediation conducted by ______________________. a mediator to be mutually selected. The Parties will share the costs of the mediator equally. Each Party will cooperate fully and fairly with the mediator and will attempt to reach a mutually satisfactory compromise to the dispute. If the dispute is not resolved within 30 days after it is referred to the mediator, either party may take the matter to court. Mediation and Possible Arbitration. If a dispute arises, the Parties will try in good faith to settle it through mediation conducted by ______________________. a mediator to be mutually selected. The Parties will share the costs of the mediator equally. Each Party will cooperate fully and fairly with the mediator and will attempt to reach a mutually satisfactory compromise to the dispute. If the dispute is not resolved within 30 days after it is referred to the mediator, it will be arbitrated by ______________________. an arbitrator to be mutually selected. Judgment on the arbitration award may be entered in any court that has jurisdiction over the matter. Costs of arbitration, including lawyers' fees, will be allocated by the arbitrator. 29. Attorneys Fees and Costs. In connection with any litigation including appellate proceedings arising out of this Contract, the prevailing party shall be entitled to recover reasonable attorney's fees and costs. 30. Parties. If Seller or Buyer constitutes two or more persons, the terms Seller or Buyer shall be construed to read Sellers or Buyers whenever the sense of the Contract requires. Unless identified as Seller or Buyer, no real estate professional, escrow agent or closing agent is a party to this Contract. 31. Entire Agreement. This Contract is the entire agreement between the Parties with respect to the transaction contemplated herein. It replaces and supersedes any and all oral agreements between the Parties, as well as any prior writings. Neither this Contract nor any provision hereof may be waived, modified, amended, discharged, or terminated except by an instrument in writing 10

Initials Seller _________________ Buyer _________________

signed by the party against which the enforcement of such waiver, modification, amendment, discharge or termination is sought, and then only to the extent set forth in such instrument. 32. Additional Agreements. Seller and Buyer additionally agree that:

. 33. Notices. Any notice to be given or to be served upon any party hereto, in connection with this Contract, must be in writing. A notice may be delivered to any party at the address that follows that partys signature or to a new address that such party designates in writing. A notice may be delivered: (1) in person; (2) by certified mail; or (3) by overnight courier as follows: If to Seller: Seller _____________________________ Address: ___________________________ City _______________________________ State and Zip _______________________ and if to Buyer: Buyer _____________________________ Address: ___________________________ City _______________________________ State and Zip _______________________

Seller _____________________________ Address: ___________________________ City _______________________________ State and Zip _______________________

Buyer _____________________________ Address: ___________________________ City _______________________________ State and Zip _______________________

34. Expiration of Offer. If this Contract is first prepared and signed by one party and delivered to the other, it shall (before signed by the receiving party) constitute an offer that expires on _____________ (Expiration Date) at _______ (time) unless earlier accepted by signing and returning it to the offering party. If both Parties do not sign this Contract before the Expiration Date, then any deposits or Earnest Money shall be returned to Buyer. The offer may be withdrawn by the offering Party before acceptance by written notice to the other Party before acceptance. 35. Pending Litigation. Seller warrants and represents that there are no legal actions, suits or other legal or administrative proceedings, including cases, pending or threatened or similar proceedings affecting the Property or any portion thereof, nor has Seller knowledge that any such action is presently contemplated which might or does affect the conveyance contemplated hereunder. 36. Survival of Representations and Warranties. The representations and warranties set forth in this Contract shall be continuing and shall be true and correct on and as of the Closing with the same force and effect as if made at that time, and all of such representations and warranties shall survive the closing and shall not be affected by any investigation, verification or approval by any party hereto or by anyone on behalf of any party hereto. 11

Initials Seller _________________ Buyer _________________

37. Headings. Headings used in this Contract are provided for convenience only and shall not be used to construe the meaning or intent of any term. 38. Governing Law. This Contract will be governed by and construed in accordance with the laws of the state of ______________________________________. 39. Assignment. (Select one and initial. Delete the unused provision.) [ _______ / _______ ] Buyer is prohibited from assigning all or any part of this Contract. or [ _______ / _______ ] Buyer may assign this Contract. 40. Binding Effect. This Contract shall be binding upon and shall inure to the benefit of the Parties hereto and their successors and assigns. 41. Counterparts. This Contract may be executed in several counterparts, each constituting a duplicate original, but all such counterparts constituting one and the same Contract. 42. Interpretation. Whenever the context hereof shall require, the singular shall include the plural, the male gender shall include the female gender and the neuter, and vice versa. 43. Severability. If any court determines that any provision of this Contract is invalid or unenforceable, any invalidity or unenforceability will affect only that provision and will not make any other provision of this Contract invalid or unenforceable and such provision shall be modified, amended or limited only to the extent necessary to render it valid and enforceable. 44. Waiver. If one Party waives any term or provision of this Contract at any time, that waiver will only be effective for the specific instance and specific purpose for which the waiver was given. If either Party fails to exercise or delays exercising any of its rights or remedies under this Contract, that Party retains the right to enforce that term or provision at a later time. 45. Typewritten or Handwritten Provisions. Typewritten or handwritten provisions inserted herein or attached hereto as Addenda shall control all printed provisions in conflict therewith. 46. Representations Regarding Use. Buyer acknowledges that no representations, other than the ones contained in this Contract, have been made by Seller, regarding the use of the Property or suitability, fitness or proper zoning for any particular use or purpose. THIS IS INTENDED TO BE A LEGALLY BINDING CONTRACT. CONSULT AN ATTORNEY AND A TAX PROFESSIONAL BEFORE SIGNING IT, TO MAKE SURE YOU UNDERSTAND ALL OF THE TERMS AND LEGAL AND TAX CONSEQUENCES.

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Initials Seller _________________ Buyer _________________

Signature __________________________ Seller _____________________________ Date ______________________________ Address: ___________________________ City _______________________________ State and Zip _______________________

Signature __________________________ Seller _____________________________ Date ______________________________ Address: ___________________________ City _______________________________ State and Zip _______________________

Signature __________________________ Buyer _____________________________ Date ______________________________ Address: ___________________________ City _______________________________ State and Zip _______________________

Signature __________________________ Buyer _____________________________ Date ______________________________ Address: ___________________________ City _______________________________ State and Zip _______________________

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Initials Seller _________________ Buyer _________________

EARNEST MONEY RECEIPT

Any Earnest Money Holder receiving funds is authorized and agrees by acceptance thereof to promptly deposit and to hold same in escrow and to disburse same subject to clearance thereof in accordance with terms and conditions of the Contract. The receipt of the Earnest Money under the Contract and the terms of the Contract are acknowledged. If payment was made by check, this acknowledgment is subject to clearance of the check. Failure of clearance of funds shall not excuse performance by the Buyer.

By:_________________________________ (Earnest Money Holder Signature) Name: ______________________________ Address: ____________________________ City _______________________________ State and Zip ________________________

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Initials Seller _________________ Buyer _________________

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