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State of __________

Rev. 1399ECD

This Real Estate Purchase Agreement (this “Agreement”) is entered into as of the __________ (the “Effective Date” by and [between/among] _______________ [name of Seller], a corporation formed under the laws of __________located at _______,_______,_______,_______ and [second Seller name] , a corporation formed under the laws of __________ located at _______,_______,_______,_______ _______,_______,_______,_______ ([collectively,] “Seller”) and _______________ [name of Buyer], a corporation formed under the laws of __________ located at _______,_______,_______,_______ and [second Buyer name] , a corporation formed under the laws of __________ located at _______,_______,_______,_______ _______,_______,_______,_______ (“Buyer”). Each Seller and Buyer may be referred to in this Agreement individually as a “Party” and collectively as the “Parties.”

WHEREAS, Seller owns the Property, as defined below, and Seller desires to sell the Property under the terms and conditions set forth in this Agreement; and

WHEREAS, Buyer desires to purchase the Property offered for sale by Seller under the terms and conditions set forth in this Agreement.

NOW THEREFORE, in consideration of the mutual promises and for other good and valuable consideration exchanged by the Parties as set forth in this Agreement, the Parties, intending to be legally bound, hereby mutually agrees as follows:

• Property. Seller hereby agrees to sell and convey to Buyer, and Buyer hereby agrees to purchase from Seller (the “Transaction”), all of Seller’s right, title and interest in the real property located at __________, __________, __________ __________ [street address, city, state], and the legal description __________ [legal description] (the “Property”).

• Personal Property.

  • The sale includes all of Seller’s right, title and interest, if any, to all real estate, buildings, improvements, appurtenances and fixtures (except as described below). Fixtures shall include all things that are embedded in the land or attached to any buildings and cannot be removed without damage to the Property. In addition, the following items shall be included in the sale:
    • ________________________

  • The following fixtures and items are excluded from the sale:
    • __________

• Purchase Price. The purchase price for the Property is $ __________ (the “Purchase Price”) payable by Buyer as follows:

  • Previous Deposit. $ __________, previously paid by Buyer to Seller on __________ [date of previous deposit], to be applied to the Purchase Price at the Closing (as defined herein).

  • Earnest Money Deposit. $ __________ (the “Deposit”), due upon the signing of this Agreement, the receipt of which is hereby acknowledged, to be held in escrow pursuant to this Agreement. The Deposit shall be applied to the Purchase Price at the Closing.

  • Closing Balance. $ __________, due upon the delivery of the general warranty deed at the Closing. This amount is subject to change based on adjustments made pursuant to this Agreement.

  • Other. $ __________ [description]

  All payments shall be made in proceeds that are immediately available to Seller by one of the following methods:

  ___________

• Disclosures. Seller shall provide Buyer with all disclosures, including signed disclosure forms, as required by federal, state and local law , including: __________. Seller shall also disclose to Buyer in writing any defects in the Property known to Seller that materially affects the value or quiet enjoyment of the Property. Buyer’s obligations under this Agreement are contingent upon Buyer’s review and approval of all required Seller disclosures and reports, including any preliminary title report.

• Assumption of Loan. Buyer shall assume Seller’s existing mortgage (the “Mortgage”) owed to __________ [financial institution], dated __________, having a present balance of $__________. Buyer agrees to assume and pay the Mortgage in accordance with its terms for all payments due after the Closing. All fees associated with the transfer of the Mortgage shall be paid by __________ .

• Financing Contingency. Buyer’s obligations under this Agreement are contingent upon Buyer’s ability to obtain a firm commitment for a mortgage loan within a reasonable period of time within __________ [days] days after the execution of this Agreement upon terms acceptable to Buyer in Buyer’s sole discretion commercially reasonable terms in the amount of $ __________ [amount of mortgage], which is at least __________ years with an interest rate not to exceed __________% percent. If Buyer is unable to obtain such commitment within the time specified herein, Buyer must notify Seller within such time, and this Agreement shall be terminated and all amounts paid shall be returned to Buyer. Buyer’s obligations under this Agreement are also contingent upon an appraisal on the Property equaling or exceeding the Purchase Price.

• Sale of Another Property Contingency. Buyer’s obligations under this Agreement are contingent upon Buyer’s sale and closing of Buyer’s property located at __________, __________, __________ __________.

• Seller Representations and Warranties. Seller represents and warrants that:

  • Seller is the sole owner of record of the Property and has full right, power and authority to sell, convey and transfer the Property.

  • Seller will convey to Buyer good and marketable title to the Property by providing to Buyer a valid general warranty deed.

  • The Property and the present use of the Property are not in violation of any governmental rules, codes, permits, regulations or limitations, and represents that nothing will be done or allowed to be done on or about the Property between the signing of this Agreement and the date of the Closing which will result in any such violation.

  • Seller is not a “foreign person” as defined in Section 1445(f) of the Internal Revenue Code of 1986, as amended.
• 
  

  Inspection. Buyer’s obligations under this Agreement are contingent upon Buyer’s inspection of the Property. Buyer may use any inspectors of Buyer’s choice, at Buyer’s expense. Seller shall cooperate in making the Property reasonably available for Buyer’s inspection. If Buyer is not, in good faith, satisfied with the condition of the Property after any inspection thereof, Buyer shall deliver to Seller a written request that Seller fix or remedy any unsatisfactory conditions. If Buyer and Seller are unable to reach an agreement regarding fixing or remedying the unsatisfactory conditions on or before ________, 20__, Buyer shall have the right to terminate this Agreement and be refunded any amounts previously paid under this Agreement.

• Title Insurance. As a condition to the Closing, Buyer shall obtain, at [Buyer/Seller] expense, a title insurance policy (the “Title Policy”) by a title insurance company selected by [Buyer/Seller] which is authorized to do business in ______ [state where property is located] (the “Title Company”)

  [./, subject only to:

  Promptly after the date hereof, Buyer shall order a preliminary title report from the Title Company. Within ___ days of receiving the report, Buyer shall forward a copy of the report to Seller and shall notify Seller of any objections to title in the report or otherwise known to Buyer. Seller shall have ___ days after receipt of Buyer’s objections to correct or address the objections. If Seller fails to correct or address the objections within the specified time period, Buyer shall have the right to terminate this Agreement and be refunded any amounts previously paid under this Agreement.

• Closing. The closing of the Transaction (the “Closing”) shall occur on _______, 20___ and shall take place at __________, __________, __________ __________ [address where closing will occur], unless otherwise agreed upon by mutual consent of the Parties. Buyer has the right to make a final inspection of the Property prior to the Closing.

• Seller Closing Deliverables. At the Closing, Seller shall deliver to Buyer the following:

  • A general warranty deed conveying to Buyer title to the Property, duly executed and acknowledged by Seller.

  • A certificate from Seller certifying that Seller’s representations and warranties in this Agreement are true and correct as of the date of the Closing.

  • Such affidavits or other evidence as the Title Company shall reasonably require for its title insurance policy.

  • All keys to doors and mailboxes, codes to any locks and owner’s manuals for appliances and fixtures.

  • Any other documents, certificates, notices, affidavits or statements required by this Agreement, the Title Company, the escrow agent (if any) or law to complete the Transaction.

  • A certificate from Seller certifying that Seller is not a foreign person.

  • [user to write in own]

• Buyer Closing Deliverables. At the Closing, Buyer shall deliver to Seller the following:

  • The full amount of the balance of the Purchase Price, as adjusted by any pro rations or credits.

  • Such affidavits or other evidence as the Title Company shall reasonably require for its title insurance policy.

  • Any other documents, certificates, notices or statements required by this Agreement, the Title Company, the escrow agent (if any) or law to complete the Transaction.

  • [user to write in own]

• Seller Closing Costs. On or before the Closing, Seller shall pay:

  • One half of any escrow or closing fees.

  • All escrow or closing fees.

  • All transfer taxes and conveyance fees.

  • ____________

• Buyer Closing Costs. On or before the Closing, Buyer shall pay:

  • One half of any escrow or closing fees.

  • All escrow or closing fees.

  • All transfer taxes and conveyance fees.

  • ____________

• Delayed Closing. The Closing may be extended an additional __________ days if Buyer’s lender requires additional documentation or information. The delay in the Closing will not be the fault of Buyer.

• Risk of Loss. Seller assumes the risk of loss or damage by fire, natural disaster or other casualty to the Property until the Closing. In the event that all or a portion of the Property is destroyed or otherwise materially damaged prior to the Closing, Buyer shall have the option (a) to complete the Transaction and receive any insurance proceeds payable or (b) to terminate this Agreement and be refunded any amounts previously paid under this Agreement.

• Possession of the Property. Seller shall deliver exclusive possession of the Property on on the closing date ____20___, [date Seller shall deliver possession of the Property].

• Assumption of Leases. The Property is currently subject to the following lease or rental agreements (the “Leases”):

  • [Name of Lease Agreement] by and between Seller and [Name of Tenant], dated [date of Lease].

  In accordance with the required disclosures under this Agreement, Seller shall provide Buyer with copies of all lease or rental agreements. Seller represents and warrants that (a) the Transaction does violate the terms of the Leases and (b) Seller will notify existing tenants under the Leases of the change in ownership prior to the Closing. At the Closing, Seller shall deliver to Buyer an Assignment and Assumption of Lease Agreement for each Lease, as well as all security deposits and advanced payments related the Leases.

• Buyer’s Lien. All sums paid on account of this Agreement and the reasonable expenses related to the examination of title are hereby made a lien upon the Property, but such lien shall not continue after default by Buyer hereunder.

• Condition of Property. Buyer acknowledges that Buyer is purchasing the Property “AS IS” in the condition that it is in at Buyer’s final inspection. Seller agrees that the Property shall be in the same condition on the date of the Closing as of the date that Buyer’s final inspection is completed.

• Real Estate Taxes. All real property taxes and adjustments which are delinquent shall be paid at the Closing out of funds due to Seller. Any non-delinquent real property taxes and adjustments, if any, shall be apportioned pro rata on an accrual basis.

• Default. In the event Buyer defaults, Buyer shall forfeit the Deposit to Seller as liquidated damages, which shall be the sole and exclusive remedy available to Seller. In the event Seller defaults, the Deposit shall be refunded to Buyer, and Buyer may sue for all remedies available at law or in equity.

• Acceptance of Deed. The delivery and acceptance of the deed herein described shall be deemed to constitute full compliance with all the terms, conditions, covenants and representations contained herein, or made in connection with the Transaction, except as may herein be expressly provided and except for the warranties of title.

• Bankruptcy. In the event a bankruptcy petition is filed naming Seller as a debtor under any Bankruptcy Code, between the signing of this Agreement and the Closing, then this Agreement shall be terminated and Buyer shall be entitled to a refund of any and all sums paid under this Agreement.

• Attorney’s Fees. Except as otherwise expressly provided in this Agreement, in the event of any litigation brought in law or equity to enforce any material provision of this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys' fees and court costs from the other Party.

• Governing Law. The terms of this Agreement shall be governed by and construed in accordance with the laws of the State of __________ [governing law state], not including its conflicts of law provisions.

• Disputes. Any dispute arising from this Agreement shall be resolved in the courts of the State of __________ through binding arbitration conducted in accordance with the rules of the American Arbitration Association through mediation through mediation. If the dispute cannot be resolved through mediation, then the dispute will be resolved through binding arbitration conducted in accordance with the rules of the American Arbitration Association.

• Notices. Any notice or other communication given or made to any Party under this Agreement shall be in writing and delivered by hand, sent by overnight courier service or sent by certified or registered mail, return receipt requested, to the following addresses:

  [Seller Name]
  [Seller Address]
  [Seller City], [Seller State], [Seller Zipcode]

  [Buyer Name]
  [Buyer Address]
  [Buyer City], [Buyer State], [Buyer Zipcode]

• Assignment. This Agreement and Buyer’s rights under this Agreement may not be assigned by Buyer without the express written consent of Seller.

• Amendment. This Agreement may be amended or modified only by a written agreement signed by all of the Parties.

• Waiver. No Party shall be deemed to have waived any provision of this Agreement or the exercise of any rights held under this Agreement unless such waiver is made expressly and in writing. Waiver by any Party of a breach or violation of any provision of this Agreement shall not constitute a waiver of any other subsequent breach or violation.

• Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective legal representatives, heirs, executors, administrators, successors and permitted assigns.

• Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same document.

• Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in whole or in part, the remaining provisions shall not be affected and shall continue to be valid, legal and enforceable as though the invalid, illegal or unenforceable parts had not been included in this Agreement.

• Headings. The section headings herein are for reference purposes only and shall not otherwise affect the meaning, construction or interpretation of any provision in this Agreement.

• Entire Agreement. This Agreement contains the entire understanding between the Parties and supersedes and cancels all prior agreements of the Parties, whether oral or written, with respect to the subject matter.

• Miscellaneous. __________

IN WITNESS WHEREOF, the Parties hereto, individually or by their duly authorized representatives, have executed this Agreement as of the Effective Date.

Seller Signature

Seller Full Name

Seller Full Name

Seller Representative Signature

Seller Representative Name and Title

Trustee Signature

Trustee Name

Seller Signature

Seller Full Name

Seller Full Name

Seller Representative Signature

Seller Representative Name and Title

Trustee Signature

Trustee Name

Buyer Signature

Buyer Full Name

Buyer Full Name

Buyer Representative Signature

Buyer Representative Name and Title

Buyer Trustee Signature

Buyer Trustee Name

Buyer Signature

Buyer Full Name

Buyer Full Name

Buyer Representative Signature

Buyer Representative Name and Title

Buyer Trustee Signature

Buyer Trustee Name

State of __________

Rev. 1399ECD

This Real Estate Purchase Agreement (this “Agreement”) is entered into as of the __________ (the “Effective Date” by and [between/among] _______________ [name of Seller], a corporation formed under the laws of __________located at _______,_______,_______,_______ and [second Seller name] , a corporation formed under the laws of __________ located at _______,_______,_______,_______ _______,_______,_______,_______ ([collectively,] “Seller”) and _______________ [name of Buyer], a corporation formed under the laws of __________ located at _______,_______,_______,_______ and [second Buyer name] , a corporation formed under the laws of __________ located at _______,_______,_______,_______ _______,_______,_______,_______ (“Buyer”). Each Seller and Buyer may be referred to in this Agreement individually as a “Party” and collectively as the “Parties.”

WHEREAS, Seller owns the Property, as defined below, and Seller desires to sell the Property under the terms and conditions set forth in this Agreement; and

WHEREAS, Buyer desires to purchase the Property offered for sale by Seller under the terms and conditions set forth in this Agreement.

NOW THEREFORE, in consideration of the mutual promises and for other good and valuable consideration exchanged by the Parties as set forth in this Agreement, the Parties, intending to be legally bound, hereby mutually agrees as follows:

• Property. Seller hereby agrees to sell and convey to Buyer, and Buyer hereby agrees to purchase from Seller (the “Transaction”), all of Seller’s right, title and interest in the real property located at __________, __________, __________ __________ [street address, city, state], and the legal description __________ [legal description] (the “Property”).

• Personal Property.

  • The sale includes all of Seller’s right, title and interest, if any, to all real estate, buildings, improvements, appurtenances and fixtures (except as described below). Fixtures shall include all things that are embedded in the land or attached to any buildings and cannot be removed without damage to the Property. In addition, the following items shall be included in the sale:
    • ________________________

  • The following fixtures and items are excluded from the sale:
    • __________

• Purchase Price. The purchase price for the Property is $ __________ (the “Purchase Price”) payable by Buyer as follows:

  • Previous Deposit. $ __________, previously paid by Buyer to Seller on __________ [date of previous deposit], to be applied to the Purchase Price at the Closing (as defined herein).

  • Earnest Money Deposit. $ __________ (the “Deposit”), due upon the signing of this Agreement, the receipt of which is hereby acknowledged, to be held in escrow pursuant to this Agreement. The Deposit shall be applied to the Purchase Price at the Closing.

  • Closing Balance. $ __________, due upon the delivery of the general warranty deed at the Closing. This amount is subject to change based on adjustments made pursuant to this Agreement.

  • Other. $ __________ [description]

  All payments shall be made in proceeds that are immediately available to Seller by one of the following methods:

  ___________

• Disclosures. Seller shall provide Buyer with all disclosures, including signed disclosure forms, as required by federal, state and local law , including: __________. Seller shall also disclose to Buyer in writing any defects in the Property known to Seller that materially affects the value or quiet enjoyment of the Property. Buyer’s obligations under this Agreement are contingent upon Buyer’s review and approval of all required Seller disclosures and reports, including any preliminary title report.

• Assumption of Loan. Buyer shall assume Seller’s existing mortgage (the “Mortgage”) owed to __________ [financial institution], dated __________, having a present balance of $__________. Buyer agrees to assume and pay the Mortgage in accordance with its terms for all payments due after the Closing. All fees associated with the transfer of the Mortgage shall be paid by __________ .

• Financing Contingency. Buyer’s obligations under this Agreement are contingent upon Buyer’s ability to obtain a firm commitment for a mortgage loan within a reasonable period of time within __________ [days] days after the execution of this Agreement upon terms acceptable to Buyer in Buyer’s sole discretion commercially reasonable terms in the amount of $ __________ [amount of mortgage], which is at least __________ years with an interest rate not to exceed __________% percent. If Buyer is unable to obtain such commitment within the time specified herein, Buyer must notify Seller within such time, and this Agreement shall be terminated and all amounts paid shall be returned to Buyer. Buyer’s obligations under this Agreement are also contingent upon an appraisal on the Property equaling or exceeding the Purchase Price.

• Sale of Another Property Contingency. Buyer’s obligations under this Agreement are contingent upon Buyer’s sale and closing of Buyer’s property located at __________, __________, __________ __________.

• Seller Representations and Warranties. Seller represents and warrants that:

  • Seller is the sole owner of record of the Property and has full right, power and authority to sell, convey and transfer the Property.

  • Seller will convey to Buyer good and marketable title to the Property by providing to Buyer a valid general warranty deed.

  • The Property and the present use of the Property are not in violation of any governmental rules, codes, permits, regulations or limitations, and represents that nothing will be done or allowed to be done on or about the Property between the signing of this Agreement and the date of the Closing which will result in any such violation.

  • Seller is not a “foreign person” as defined in Section 1445(f) of the Internal Revenue Code of 1986, as amended.
• 
  

  Inspection. Buyer’s obligations under this Agreement are contingent upon Buyer’s inspection of the Property. Buyer may use any inspectors of Buyer’s choice, at Buyer’s expense. Seller shall cooperate in making the Property reasonably available for Buyer’s inspection. If Buyer is not, in good faith, satisfied with the condition of the Property after any inspection thereof, Buyer shall deliver to Seller a written request that Seller fix or remedy any unsatisfactory conditions. If Buyer and Seller are unable to reach an agreement regarding fixing or remedying the unsatisfactory conditions on or before ________, 20__, Buyer shall have the right to terminate this Agreement and be refunded any amounts previously paid under this Agreement.

• Title Insurance. As a condition to the Closing, Buyer shall obtain, at [Buyer/Seller] expense, a title insurance policy (the “Title Policy”) by a title insurance company selected by [Buyer/Seller] which is authorized to do business in ______ [state where property is located] (the “Title Company”)

  [./, subject only to:

  Promptly after the date hereof, Buyer shall order a preliminary title report from the Title Company. Within ___ days of receiving the report, Buyer shall forward a copy of the report to Seller and shall notify Seller of any objections to title in the report or otherwise known to Buyer. Seller shall have ___ days after receipt of Buyer’s objections to correct or address the objections. If Seller fails to correct or address the objections within the specified time period, Buyer shall have the right to terminate this Agreement and be refunded any amounts previously paid under this Agreement.

• Closing. The closing of the Transaction (the “Closing”) shall occur on _______, 20___ and shall take place at __________, __________, __________ __________ [address where closing will occur], unless otherwise agreed upon by mutual consent of the Parties. Buyer has the right to make a final inspection of the Property prior to the Closing.

• Seller Closing Deliverables. At the Closing, Seller shall deliver to Buyer the following:

  • A general warranty deed conveying to Buyer title to the Property, duly executed and acknowledged by Seller.

  • A certificate from Seller certifying that Seller’s representations and warranties in this Agreement are true and correct as of the date of the Closing.

  • Such affidavits or other evidence as the Title Company shall reasonably require for its title insurance policy.

  • All keys to doors and mailboxes, codes to any locks and owner’s manuals for appliances and fixtures.

  • Any other documents, certificates, notices, affidavits or statements required by this Agreement, the Title Company, the escrow agent (if any) or law to complete the Transaction.

  • A certificate from Seller certifying that Seller is not a foreign person.

  • [user to write in own]

• Buyer Closing Deliverables. At the Closing, Buyer shall deliver to Seller the following:

  • The full amount of the balance of the Purchase Price, as adjusted by any pro rations or credits.

  • Such affidavits or other evidence as the Title Company shall reasonably require for its title insurance policy.

  • Any other documents, certificates, notices or statements required by this Agreement, the Title Company, the escrow agent (if any) or law to complete the Transaction.

  • [user to write in own]

• Seller Closing Costs. On or before the Closing, Seller shall pay:

  • One half of any escrow or closing fees.

  • All escrow or closing fees.

  • All transfer taxes and conveyance fees.

  • ____________

• Buyer Closing Costs. On or before the Closing, Buyer shall pay:

  • One half of any escrow or closing fees.

  • All escrow or closing fees.

  • All transfer taxes and conveyance fees.

  • ____________

• Delayed Closing. The Closing may be extended an additional __________ days if Buyer’s lender requires additional documentation or information. The delay in the Closing will not be the fault of Buyer.

• Risk of Loss. Seller assumes the risk of loss or damage by fire, natural disaster or other casualty to the Property until the Closing. In the event that all or a portion of the Property is destroyed or otherwise materially damaged prior to the Closing, Buyer shall have the option (a) to complete the Transaction and receive any insurance proceeds payable or (b) to terminate this Agreement and be refunded any amounts previously paid under this Agreement.

• Possession of the Property. Seller shall deliver exclusive possession of the Property on on the closing date ____20___, [date Seller shall deliver possession of the Property].

• Assumption of Leases. The Property is currently subject to the following lease or rental agreements (the “Leases”):

  • [Name of Lease Agreement] by and between Seller and [Name of Tenant], dated [date of Lease].

  In accordance with the required disclosures under this Agreement, Seller shall provide Buyer with copies of all lease or rental agreements. Seller represents and warrants that (a) the Transaction does violate the terms of the Leases and (b) Seller will notify existing tenants under the Leases of the change in ownership prior to the Closing. At the Closing, Seller shall deliver to Buyer an Assignment and Assumption of Lease Agreement for each Lease, as well as all security deposits and advanced payments related the Leases.

• Buyer’s Lien. All sums paid on account of this Agreement and the reasonable expenses related to the examination of title are hereby made a lien upon the Property, but such lien shall not continue after default by Buyer hereunder.

• Condition of Property. Buyer acknowledges that Buyer is purchasing the Property “AS IS” in the condition that it is in at Buyer’s final inspection. Seller agrees that the Property shall be in the same condition on the date of the Closing as of the date that Buyer’s final inspection is completed.

• Real Estate Taxes. All real property taxes and adjustments which are delinquent shall be paid at the Closing out of funds due to Seller. Any non-delinquent real property taxes and adjustments, if any, shall be apportioned pro rata on an accrual basis.

• Default. In the event Buyer defaults, Buyer shall forfeit the Deposit to Seller as liquidated damages, which shall be the sole and exclusive remedy available to Seller. In the event Seller defaults, the Deposit shall be refunded to Buyer, and Buyer may sue for all remedies available at law or in equity.

• Acceptance of Deed. The delivery and acceptance of the deed herein described shall be deemed to constitute full compliance with all the terms, conditions, covenants and representations contained herein, or made in connection with the Transaction, except as may herein be expressly provided and except for the warranties of title.

• Bankruptcy. In the event a bankruptcy petition is filed naming Seller as a debtor under any Bankruptcy Code, between the signing of this Agreement and the Closing, then this Agreement shall be terminated and Buyer shall be entitled to a refund of any and all sums paid under this Agreement.

• Attorney’s Fees. Except as otherwise expressly provided in this Agreement, in the event of any litigation brought in law or equity to enforce any material provision of this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys' fees and court costs from the other Party.

• Governing Law. The terms of this Agreement shall be governed by and construed in accordance with the laws of the State of __________ [governing law state], not including its conflicts of law provisions.

• Disputes. Any dispute arising from this Agreement shall be resolved in the courts of the State of __________ through binding arbitration conducted in accordance with the rules of the American Arbitration Association through mediation through mediation. If the dispute cannot be resolved through mediation, then the dispute will be resolved through binding arbitration conducted in accordance with the rules of the American Arbitration Association.

• Notices. Any notice or other communication given or made to any Party under this Agreement shall be in writing and delivered by hand, sent by overnight courier service or sent by certified or registered mail, return receipt requested, to the following addresses:

  [Seller Name]
  [Seller Address]
  [Seller City], [Seller State], [Seller Zipcode]

  [Buyer Name]
  [Buyer Address]
  [Buyer City], [Buyer State], [Buyer Zipcode]

• Assignment. This Agreement and Buyer’s rights under this Agreement may not be assigned by Buyer without the express written consent of Seller.

• Amendment. This Agreement may be amended or modified only by a written agreement signed by all of the Parties.

• Waiver. No Party shall be deemed to have waived any provision of this Agreement or the exercise of any rights held under this Agreement unless such waiver is made expressly and in writing. Waiver by any Party of a breach or violation of any provision of this Agreement shall not constitute a waiver of any other subsequent breach or violation.

• Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective legal representatives, heirs, executors, administrators, successors and permitted assigns.

• Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same document.

• Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in whole or in part, the remaining provisions shall not be affected and shall continue to be valid, legal and enforceable as though the invalid, illegal or unenforceable parts had not been included in this Agreement.

• Headings. The section headings herein are for reference purposes only and shall not otherwise affect the meaning, construction or interpretation of any provision in this Agreement.

• Entire Agreement. This Agreement contains the entire understanding between the Parties and supersedes and cancels all prior agreements of the Parties, whether oral or written, with respect to the subject matter.

• Miscellaneous. __________

IN WITNESS WHEREOF, the Parties hereto, individually or by their duly authorized representatives, have executed this Agreement as of the Effective Date.

Seller Signature

Seller Full Name

Seller Full Name

Seller Representative Signature

Seller Representative Name and Title

Trustee Signature

Trustee Name

Seller Signature

Seller Full Name

Seller Full Name

Seller Representative Signature

Seller Representative Name and Title

Trustee Signature

Trustee Name

Buyer Signature

Buyer Full Name

Buyer Full Name

Buyer Representative Signature

Buyer Representative Name and Title

Buyer Trustee Signature

Buyer Trustee Name

Buyer Signature

Buyer Full Name

Buyer Full Name

Buyer Representative Signature

Buyer Representative Name and Title

Buyer Trustee Signature

Buyer Trustee Name