Section 1 - Purchase and Sale.
Seller agrees to sell and convey, and Buyer agrees to purchase, the real property described above (the "Property") on the terms and conditions set forth in this Agreement.
Section 2 - Purchase Price; Earnest Money.
The total purchase price is as stated above, payable at closing by wire transfer of collected funds. Buyer shall deliver the Earnest Money Deposit to the Closing Agent within three (3) business days after the Effective Date, to be held in escrow and credited to the purchase price at closing.
Section 3 - Title and Survey.
Seller shall convey marketable title by general or special warranty deed, free and clear of all liens and encumbrances except those of record that do not materially affect use of the Property.
Section 4 - Inspection Period.
Buyer shall have the inspection period above from the Effective Date to inspect the Property and conduct any due diligence Buyer deems appropriate. Buyer may terminate this Agreement for any or no reason during the inspection period by written notice to Seller, in which case the Earnest Money Deposit shall be refunded to Buyer in full.
Section 5 - Condition; As-Is.
The Property is sold AS-IS, WHERE-IS, with all faults. Seller makes no representations or warranties regarding the physical condition of the Property other than as expressly stated herein.
Section 6 - Seller Representations.
Seller represents that Seller has full authority to sell the Property, is not in bankruptcy, and is not aware of any pending litigation, code enforcement, or undisclosed liens that would prevent closing.
Section 7 - Closing.
Closing shall occur on or before the Closing Date at the office of the Closing Agent. Seller pays doc stamps on the deed (where applicable), owner's title insurance, and satisfaction recording. Buyer pays deed recording and its own endorsements. Taxes pro-rated day-of-closing.
Section 8 - Assignment.
Buyer may freely assign this Agreement to any affiliated entity, nominee, or third-party purchaser without Seller's consent. Any such assignment releases the original Buyer upon written notice to Seller identifying the assignee.
Section 9 - Default.
If Buyer defaults, Seller's sole remedy is to retain the Earnest Money Deposit as liquidated damages. If Seller defaults, Buyer may recover the deposit and terminate, or seek specific performance.
Section 10 - Governing Law.
Governed by the laws of the state in which the Property lies; venue in that county.
Section 11 - Entire Agreement.
This is the entire agreement. Modifications must be in writing and signed by both parties.
Section 12 - Electronic Signatures.
Parties agree this instrument may be executed electronically under the federal ESIGN Act and applicable state UETA. Electronic signatures have the same legal effect as originals.