PURCHASE AGREEMENT
This Purchase Agreement ("Agreement") is made this ___ of ________, 20__ by and
between _____________________ and/or Assign ("Buyer") and _______________________ ("Seller")
1. Seller agrees to sell and Buyer agrees to purchase that certain real property (the "Property") located in Clark County, Nevada owned by Seller which is described in Exhibit A attached hereto and known as APN # ______________ vacant land approx. ______ acres.
2. The purchase price for the Property shall be Three Million, Four Hundred Thousand Dollars ($3,400,000.00), payable as follows:
(a) Within five (5) days of the date of this Agreement, Buyer shall deposit with Nevada ("Title Company") the sum of Fifty Thousand Dollars ($50,000) (the "Deposit" The Deposit shall be applied to the Purchase Price at Closing.
(b) Upon Closing, Buyer shall deposit with Title Company the sum of Three Million,
Three Hundred Fifty Thousand Dollars ($ 3,350,000.00).
3. The sale of the Property shall close (the "Closing") on the date when a Grant, Bargain, Sale Deed for the Property from Seller conveying fee simple title therein to Buyer has been validly recorded, but shall be no later than Seven (7) months after the date of this Agreement. Escrow for the Property shall be opened when both parties deliver this executed Agreement to the Title Company.
4. Seller shall deliver to Buyer within fifteen (15) days from the date of this Agreement any and all reports, studies and documents Seller has concerning the Property. Buyer shall have Six months (6) from the date of this Agreement to investigate the Property and conduct due diligence with respect to any and all matters pertaining thereto. During this Six month (6) period, Buyer, within its sole discretion, may terminate this Agreement and receive a refund of the Deposit, in which event Buyer shall have no further obligations hereunder. Buyer and its representatives and agents may reasonably enter the Property to conduct tests, surveys, or other studies of the Property, provided Buyer holds Seller harmless from any damage caused by the negligence of Buyer and its representatives and agents. If Buyer does not terminate this Agreement within such Six month (6) period, the Deposit shall be refunded to Buyer only upon Seller's default. To the best of Seller's knowledge, the Property is not subject to conditions that would prevent its development for commercial or residential purposes.
5. All escrow fees shall be paid one‑half (1/2) by Seller and one‑half (1 /2) by Buyer. Seller shall pay the premium for the CLTA owner's policy and endorsements thereto, and real property transfer taxes. If Buyer wants an ALTA owner's policy, then Buyer shall pay the difference in premium to upgrade from a CLTA owner's policy. Any other costs incurred in the transfer of the Property shall be paid by Buyer or Seller as is customary in Clark County, Nevada. Property taxes based upon the latest available tax bill from the Clark County Assessor shall be prorated as of Closing and shall be assumed and paid thereafter by Buyer.
6. Seller shall cause Title Company to deliver to Buyer a preliminary title report concerning the Property within fifteen (15) days after the date of this Agreement. At Closing the Seller shall convey to Buyer clear and marketable title to the Property, subject only to those exceptions expressly approved in writing by Buyer. Any and all liens of record, including all assessments, must be removed by Seller no later than Closing.
7. In the event escrow fails to close by reason of default by Buyer, Buyer shall forfeit the Deposit as liquidated damages. Seller shall have no other remedies or rights of action against Buyer. Buyer and Seller acknowledge that the amount of damages for Buyer's breach cannot be determined at this time and that the sum of the Deposit is a reasonable estimation of the actual damages Seller might suffer upon Buyer's breach. In the event Seller defaults in any of its obligations hereunder, then, at Buyer's option, Buyer may enforce specific performance of this Agreement pursuant to its terms and may bring suit for damages.
8. Seller understands and acknowledges that Ada Dimaggio is a licensed real estate broker in the State of Nevada, is buying the Property for potential development and or resale. Commission on this property to be split between Ada DiMaggio, Wellington Realty, and Ben Super, Super Realty.
9. In the event it becomes necessary for either Buyer or Seller to retain legal counsel to enforce this Agreement, the prevailing party shall be entitled to recover its costs and expenses from the other party, including, without limitation, attorneys' fees, whether or not suit is actually filed. The laws of the State of Nevada shall govern the interpretation of this Agreement.
10. Facsimile copies of executed documents shall be fully binding and effective for all purposes except recording. Facsimile signatures on documents will be treated the same as original signatures, however, each party agrees that they will promptly forward original executed documents to Title Company and the other party upon request. it is further agreed that this Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.
11. Buyer and seller each agree to cooperate with each other in an IRC Section 1031 tax deferred exchange at no additional cost or liability to the cooperating party.
12. This Purchase Contract is valid if agreed to and executed by both Buyer and Seller on or before October 15, 2001.
13. This is a legally binding Agreement, please consult your lawyer, accountant or other professional before signing.
IN WITNESS WHEREOF, and intending to be legally bound thereby, Seller and Buyer execute this Agreement as of the date signed below.
Sincerely,
Buyer,
_____________________
By:
Dated:
Agreed and Accepted,
Seller,
By ________________________
Dated: