[{"id":"eea79634-f856-49d7-89a7-7c9a2205c800","order":1,"text":"VACANT LAND PURCHASE AND SALE AGREEMENT","fontSize":"20","textAlign":"center","bold":true,"underline":false,"marginBottom":"5","cflou":false,"active":true},{"id":"4da94977-f5d8-4060-9d44-18660aeeb118","order":2,"text":"(Unimproved Real Property)","fontSize":"14","textAlign":"center","bold":false,"underline":false,"marginBottom":"25","cflou":false,"active":true},{"id":"20b06fef-cf0e-430c-8ea1-6dbe7828c8b7","order":3,"text":"THIS VACANT LAND PURCHASE AND SALE AGREEMENT (this \"Agreement\") is made and entered into as of [Date of this Agreement] (the \"Effective Date\"), by and between the parties identified below.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"18","cflou":false,"active":true},{"id":"1650192f-375d-40aa-b3ce-587a91dc384e","order":4,"text":"SELLER","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"162301e8-0d92-4664-9105-04153327b5c8","order":5,"text":"[Full name of the Seller], an individual, whose mailing address is [Street address of the Seller], [City, State and ZIP code] (the \"Seller\").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"16","cflou":false,"active":true,"displayConditions":[{"field":"369e4f98-060c-43f1-8d6f-7422ab482f62","value":"individual","type":"add","operator":"="}]},{"id":"5ea632a8-6802-4deb-865c-2c3d83bdd8b7","order":6,"text":"[Legal name of the Seller entity], a corporation duly formed and validly existing under the laws of the State of [State of organization], whose principal office is located at [Street address], [City, State and ZIP code] (the \"Seller\").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"16","cflou":false,"active":true,"displayConditions":[{"field":"369e4f98-060c-43f1-8d6f-7422ab482f62","value":"entity","type":"add","operator":"="}]},{"id":"3ddfcdfb-24d5-4891-a52f-8a776e61e3b1","order":7,"text":"BUYER","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"7d502892-8b73-4396-9b0f-af6081663b20","order":8,"text":"[Full name of the Buyer], an individual, whose mailing address is [Street address of the Buyer], [City, State and ZIP code] (the \"Buyer\").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"16","cflou":false,"active":true,"displayConditions":[{"field":"b72babe8-f935-4683-85b9-b3f361efad23","value":"individual","type":"add","operator":"="}]},{"id":"7159773d-53c9-4a26-abcf-7e4710ee431c","order":9,"text":"[Legal name of the Buyer entity], a corporation duly formed and validly existing under the laws of the State of [State of organization], whose principal office is located at [Street address], [City, State and ZIP code] (the \"Buyer\").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"16","cflou":false,"active":true,"displayConditions":[{"field":"b72babe8-f935-4683-85b9-b3f361efad23","value":"entity","type":"add","operator":"="}]},{"id":"b00de3db-f6c5-4fab-88eb-14336cbadd08","order":10,"text":"The Seller and the Buyer are referred to in this Agreement individually as a \"Party\" and collectively as the \"Parties\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"18","cflou":false,"active":true},{"id":"694a3f6f-8da5-4ce3-8cdf-5742fdbf47b6","order":11,"text":"RECITALS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10"},{"id":"f76ca6c1-7833-426f-9102-84d983f5df88","order":12,"text":"WHEREAS, the Seller is the owner in fee simple absolute of certain unimproved, vacant real property situated in [County] County, State of [State], more particularly described in this Agreement (the \"Property\"); and","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1cfb46d0-1f73-4660-af59-3c0ba572dd17","order":13,"text":"WHEREAS, the Seller desires to sell and convey the Property to the Buyer, and the Buyer desires to purchase and accept the Property from the Seller, upon the terms and subject to the conditions, contingencies and covenants set forth below;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d5c59a15-cfa9-4bf2-91e5-082594a24e19","order":14,"text":"NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the earnest money described below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"16","cflou":false,"active":true},{"id":"3e2e79cf-38ec-4cc0-86a3-5df92df2fb74","order":15,"text":"1. AGREEMENT TO SELL AND PURCHASE","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"22","sectionNum":"S01"},{"id":"d9da9e00-c44b-46fa-981d-3d9796652dc7","order":16,"text":"The Seller agrees to sell and convey to the Buyer, and the Buyer agrees to purchase and accept from the Seller, upon and subject to the terms of this Agreement, all of the Seller's right, title and interest in and to the real property described below, together with all rights, privileges, hereditaments, tenements and appurtenances belonging or in any way appertaining to it (collectively, the \"Property\"). The completion of the purchase and sale of the Property is referred to in this Agreement as the \"Closing\" and takes place in the manner provided in the Section entitled \"CLOSING\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8f391752-fb5b-47f6-983c-ae61eb36ba6f","order":17,"text":"Location. The Property is situated in [County] County, State of [State], and is commonly identified as [Street address or location description].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f560000c-7162-42e0-88be-a90a95969ab0","order":18,"text":"Tax parcel and area. The Property is identified on the records of the county assessor as parcel number [Assessor's parcel number] and comprises approximately [Acreage] acres of unimproved land, more or less. The stated acreage is approximate, is taken from public records and is not warranted by the Seller.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"62d56cb0-d7ab-4f20-9246-0eab52aa0b32","order":19,"text":"Legal description. The Property is more particularly described as follows — [Full legal description of the Property]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1daeec5c-37e6-494e-93f1-b746d6fd08d6","order":20,"text":"Source of title. The Seller acquired title to the Property by instrument recorded in the official records of the county in which the Property is located at [Deed book and page or instrument number].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"dfd7bb61-31eb-4616-9202-3f7c354505fa","order":21,"text":"Present classification. The Property is presently classified as [Current zoning or land use classification] under the land use regulations of the jurisdiction in which it is located.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"00fdc768-a52f-4501-8c4d-a52d63603ffc","order":22,"text":"Appurtenances and included items. The sale includes all of the Seller's right, title and interest in and to all easements, rights-of-way, roads, riparian and littoral rights, and all strips and gores adjoining the Property, together with the following items, if any, which shall be conveyed at Closing free of any lien or security interest and without additional consideration — [Improvements, fixtures, wells, fencing, gates, structures, standing timber or other items included in the sale]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9df05e7d-f9bd-4ffd-996d-6f4f34d318b9","order":23,"text":"2. PURCHASE PRICE AND METHOD OF PAYMENT","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"22","sectionNum":"S02"},{"id":"5c08a64d-44bf-467d-af66-a40c0f802b73","order":24,"text":"Purchase Price. The total purchase price for the Property is $[Purchase price] in lawful money of the United States (the \"Purchase Price\"). The Purchase Price is a lump sum for the whole of the Property and is not calculated on a per-acre basis; no adjustment shall be made to it by reason of any variation between the stated acreage and the actual acreage of the Property.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c1ee43f3-b3eb-4fcb-bbfe-d450379281e3","order":25,"text":"Credit for the deposit. The earnest money deposit described in the Section entitled \"EARNEST MONEY DEPOSIT AND ESCROW\", if not previously disbursed in accordance with this Agreement, shall be credited against the Purchase Price at Closing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ed1981ec-dae3-4ccf-92da-19afae5cfdb6","order":26,"text":"Balance at Closing. The balance of the Purchase Price, as adjusted by the prorations, credits and closing costs provided for in this Agreement, shall be paid by the Buyer at Closing in cash or by wire transfer of immediately available funds.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"c8ca05ca-5bdf-46bc-886b-2d710a73d520","value":"cash","type":"add","operator":"="},{"field":"c8ca05ca-5bdf-46bc-886b-2d710a73d520","value":"loan","type":"add","operator":"="}]},{"id":"a653892f-f811-44fc-9745-af976b6080b2","order":27,"text":"Balance at Closing. The down payment and every other sum payable by the Buyer at Closing, as adjusted by the prorations, credits and closing costs provided for in this Agreement, shall be paid in cash or by wire transfer of immediately available funds. The remainder of the Purchase Price shall be carried by the Seller and shall be paid in accordance with the Section entitled \"SELLER FINANCING\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"c8ca05ca-5bdf-46bc-886b-2d710a73d520","value":"seller","type":"add","operator":"="}]},{"id":"3d74a89c-9449-48e4-aaa8-2c0b56eca0ec","order":28,"text":"All-cash transaction. The Buyer's obligations under this Agreement are not contingent upon the Buyer obtaining any loan, mortgage or other financing. The Buyer represents that the Buyer has, and will have at Closing, sufficient unrestricted funds available to pay the Purchase Price and all sums payable by the Buyer under this Agreement, and the Buyer shall furnish written evidence of those funds within five (5) days after the Effective Date if the Seller so requests.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"c8ca05ca-5bdf-46bc-886b-2d710a73d520","value":"cash","type":"add","operator":"="}]},{"id":"753d1712-ac57-480c-9582-3e2cfc739e0b","order":29,"text":"Third-party financing. The Buyer intends to finance part of the Purchase Price through a loan from an institutional lender, subject to the contingency set out in the Section entitled \"FINANCING CONTINGENCY\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"c8ca05ca-5bdf-46bc-886b-2d710a73d520","value":"loan","type":"add","operator":"="}]},{"id":"9e01eae7-7761-459f-8bc3-50e2f2d53b71","order":30,"text":"Seller financing. Part of the Purchase Price shall be financed by the Seller upon the terms set out in the Section entitled \"SELLER FINANCING\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"c8ca05ca-5bdf-46bc-886b-2d710a73d520","value":"seller","type":"add","operator":"="}]},{"id":"cc32a776-f9a4-48f5-b1f8-21947b86acd5","order":31,"text":"3. EARNEST MONEY DEPOSIT AND ESCROW","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"22","sectionNum":"S03"},{"id":"19c78338-199f-482a-a8d4-72ea365ce99c","order":32,"text":"Deposit. Within [Number] days after the Effective Date, the Buyer shall deposit the sum of $[Earnest money amount] (the \"Earnest Money Deposit\") with [Name of the escrow agent or title company] (the \"Escrow Holder\"). Timely payment of the Earnest Money Deposit is a material term of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"cab64659-0abe-45f0-98e2-ec0de6c83b21","order":33,"text":"Holding. The Escrow Holder shall hold the Earnest Money Deposit in a segregated account in accordance with the escrow instructions jointly given by the Parties and with applicable law. Any interest earned shall follow the principal and shall be credited to the Party entitled to receive the Earnest Money Deposit.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"bb39e34f-65f0-4d25-91ea-8063bcfa1ce6","order":34,"text":"Disbursement. If this Agreement is terminated by the Buyer in the exercise of a right of termination expressly granted by this Agreement, the Earnest Money Deposit shall be returned to the Buyer promptly and without deduction, other than any escrow cancellation charge. If this Agreement is terminated by reason of the Buyer's default, the Earnest Money Deposit shall be released to the Seller as provided in the Section entitled \"DEFAULT AND REMEDIES\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"be5e0d3e-9ea9-48d0-90d4-59e03332ad53","order":35,"text":"Conflicting demands. If the Escrow Holder receives conflicting demands, it may continue to hold the Earnest Money Deposit until it receives joint written instructions signed by both Parties or a final order of a court or arbitrator, or it may interplead the funds. The Parties shall jointly indemnify the Escrow Holder against any loss arising from the performance of its duties, except for its own negligence or willful misconduct. The Escrow Holder is not a party to this Agreement and assumes no responsibility for its performance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"79cad3ea-13cf-47ef-8432-5aac4f4e50d9","order":36,"text":"Escrow instructions. This Agreement, together with any supplemental instruction signed by both Parties, constitutes the joint escrow instructions to the Escrow Holder. Where a supplemental instruction conflicts with this Agreement, this Agreement shall control as between the Parties. Each Party shall sign promptly every reasonable additional instruction, receipt and authorization that the Escrow Holder requires in order to perform its duties and to close the transaction.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"758d4c74-1db7-4a5a-bf19-b0d06929eb74","order":37,"text":"4. FINANCING CONTINGENCY","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"22","displayConditions":[{"field":"c8ca05ca-5bdf-46bc-886b-2d710a73d520","value":"loan","type":"add","operator":"="}],"sectionNum":"S04"},{"id":"e4bc1cb3-5246-4750-b92a-7ff2238e32fd","order":38,"text":"Contingency. The Buyer's obligation to complete the purchase is contingent upon the Buyer obtaining a firm written commitment for a loan secured by a first lien on the Property, in a principal amount of not less than $[Loan amount], bearing interest at an initial rate not exceeding [Rate] percent per annum, on terms and conditions customarily offered by institutional lenders for the acquisition of unimproved land (the \"Loan\").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"c8ca05ca-5bdf-46bc-886b-2d710a73d520","value":"loan","type":"add","operator":"="}]},{"id":"05be8037-8c23-4027-aafa-2bccc7f20681","order":39,"text":"Application and diligence. The Buyer shall submit a complete application for the Loan within ten (10) days after the Effective Date, shall pay all application, appraisal and underwriting fees when due, shall furnish promptly all information and documents reasonably requested by the lender, and shall pursue the application diligently and in good faith. The Buyer shall keep the Seller informed of the status of the application and shall deliver a copy of the commitment for the Loan, or of any denial of it, within three (3) business days after receipt.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"c8ca05ca-5bdf-46bc-886b-2d710a73d520","value":"loan","type":"add","operator":"="}]},{"id":"ecdf5110-085d-4fc7-a749-b92924385de7","order":40,"text":"Deadline and termination. If the Buyer has not obtained the commitment for the Loan on or before the date falling [Number] days after the Effective Date (the \"Financing Deadline\"), the Buyer may terminate this Agreement by written notice delivered to the Seller on or before the Financing Deadline, whereupon the Earnest Money Deposit shall be returned to the Buyer and neither Party shall have any further obligation to the other except for those obligations expressly stated to survive termination.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"c8ca05ca-5bdf-46bc-886b-2d710a73d520","value":"loan","type":"add","operator":"="}]},{"id":"48881094-d07d-4341-825c-8b9bc2649612","order":41,"text":"Waiver. If the Buyer does not deliver a termination notice on or before the Financing Deadline, this contingency shall be deemed waived, the Buyer's obligations shall no longer be conditioned upon financing, and the Earnest Money Deposit shall thereafter be at risk in accordance with the Section entitled \"DEFAULT AND REMEDIES\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"c8ca05ca-5bdf-46bc-886b-2d710a73d520","value":"loan","type":"add","operator":"="}]},{"id":"724e7058-e80b-49f4-9ffb-f35e76127bb2","order":42,"text":"Appraisal. If the lender's appraisal values the Property at less than the Purchase Price and the lender declines to fund on that basis, the shortfall shall be treated as a failure of this contingency, unless the Buyer elects to pay the difference in cash at Closing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"c8ca05ca-5bdf-46bc-886b-2d710a73d520","value":"loan","type":"add","operator":"="}]},{"id":"4bcd6b39-8550-44fe-a3db-c37d336660b8","order":43,"text":"Seller cooperation. The Seller shall provide reasonable access to the Property for appraisal purposes and shall execute any customary lender document that does not increase the Seller's obligations or liability under this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"c8ca05ca-5bdf-46bc-886b-2d710a73d520","value":"loan","type":"add","operator":"="}]},{"id":"aeb303d9-5e40-47dd-8f38-dbfd87ae6a87","order":44,"text":"5. SELLER FINANCING","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"22","displayConditions":[{"field":"c8ca05ca-5bdf-46bc-886b-2d710a73d520","value":"seller","type":"add","operator":"="}],"sectionNum":"S05"},{"id":"9d8bd5d4-9326-4d19-be5e-df3469a35eed","order":45,"text":"Down payment. At Closing the Buyer shall pay to the Seller, in cash or immediately available funds, a down payment of $[Down payment amount], against which the Earnest Money Deposit shall be credited.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"c8ca05ca-5bdf-46bc-886b-2d710a73d520","value":"seller","type":"add","operator":"="}]},{"id":"4bdf90cd-17de-422d-b524-04cd1a375eb0","order":46,"text":"Promissory note. The unpaid balance of the Purchase Price shall be evidenced by a promissory note executed by the Buyer in favor of the Seller (the \"Note\"), bearing interest at the rate of [Interest rate] percent per annum, amortized over [Number] years, and payable in equal consecutive monthly installments of principal and interest commencing on the first day of the first calendar month following Closing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"c8ca05ca-5bdf-46bc-886b-2d710a73d520","value":"seller","type":"add","operator":"="}]},{"id":"1e7fa5a9-62b6-4f0b-abd1-d7062e978fb7","order":47,"text":"Maturity. The entire unpaid principal balance of the Note, together with all accrued and unpaid interest and other sums due, shall be due and payable in full on the date falling [Number] months after Closing. The Buyer acknowledges that the final payment may be a substantial balloon payment and that the Seller is under no obligation to refinance or extend it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"c8ca05ca-5bdf-46bc-886b-2d710a73d520","value":"seller","type":"add","operator":"="}]},{"id":"c4a75423-b96c-4a7a-86f5-c496697f1086","order":48,"text":"Security. The Note shall be secured by a purchase-money mortgage or deed of trust, in the form customary in the state in which the Property is located, constituting a first lien on the Property, executed and acknowledged by the Buyer at Closing and recorded immediately after the deed. The security instrument shall contain covenants requiring the Buyer to pay all taxes and assessments before delinquency, to maintain liability insurance naming the Seller as an additional insured, and to refrain from committing waste on the Property.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"c8ca05ca-5bdf-46bc-886b-2d710a73d520","value":"seller","type":"add","operator":"="}]},{"id":"6d32cf4e-6a28-4b2e-8819-f83d2c1bd346","order":49,"text":"Prepayment. The Buyer may prepay the Note in whole or in part at any time without premium or penalty. Partial prepayments shall be applied first to accrued interest and then to principal in inverse order of maturity, and shall not postpone the due date of any subsequent installment.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"c8ca05ca-5bdf-46bc-886b-2d710a73d520","value":"seller","type":"add","operator":"="}]},{"id":"d92929d1-1966-4ae3-87fd-c23743aadacc","order":50,"text":"Default, late charge and acceleration. If any payment is more than ten (10) days late the Seller may charge a late fee of five percent (5%) of the overdue installment. If a payment remains unpaid for thirty (30) days after written notice, or if the Buyer breaches any covenant of the security instrument, the Seller may declare the entire unpaid balance immediately due and payable and may exercise all remedies available under the security instrument and applicable law, including foreclosure.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"c8ca05ca-5bdf-46bc-886b-2d710a73d520","value":"seller","type":"add","operator":"="}]},{"id":"d186b346-ca57-45fe-a3e7-3beae9a9d409","order":51,"text":"Due on sale. The Note shall become immediately due and payable, at the Seller's option, if the Buyer sells, conveys, contracts to convey or otherwise transfers the Property or any interest in it without the Seller's prior written consent.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"c8ca05ca-5bdf-46bc-886b-2d710a73d520","value":"seller","type":"add","operator":"="}]},{"id":"7dd7b999-734a-4a0a-86d0-eed6ae5d947f","order":52,"text":"Credit information and disclosures. The Buyer shall furnish the Seller, within ten (10) days after the Effective Date, a current credit report and such financial information as the Seller may reasonably request, and the Seller may terminate this Agreement by written notice within five (5) days after receipt if the information is not reasonably satisfactory. The Parties shall execute any disclosure required by applicable federal or state law governing seller-financed residential or land transactions.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"c8ca05ca-5bdf-46bc-886b-2d710a73d520","value":"seller","type":"add","operator":"="}]},{"id":"16c2751a-9f37-4f97-9de7-d87e70830925","order":53,"text":"6. TITLE COMMITMENT, REVIEW AND TITLE INSURANCE","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"22","sectionNum":"S06"},{"id":"a0ce94b9-8020-4f71-911e-6e91ac46d7ed","order":54,"text":"Title commitment. Within ten (10) days after the Effective Date, the Seller shall cause [Name of the title insurance company] (the \"Title Company\") to issue and deliver to the Buyer a commitment for an owner's policy of title insurance covering the Property in the amount of the Purchase Price, together with legible copies of every instrument referred to as an exception (the \"Title Commitment\").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9480cc37-b310-48f7-815a-a65d020da8e1","order":55,"text":"Review and objections. The Buyer shall have [Number] days after receipt of the Title Commitment within which to deliver to the Seller written notice of any lien, encumbrance, easement, restriction, reservation, encroachment or other matter of title to which the Buyer objects. Objections to a matter disclosed by a boundary survey are governed exclusively by the Section entitled \"SURVEY\", and the period allowed by this Section does not apply to them.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c5da7ba6-bd78-42ce-b942-c04b1af5a4b7","order":56,"text":"Cure. The Seller shall have [Number] days after receipt of the Buyer's notice within which to cure or remove the matters objected to, to obtain affirmative title insurance coverage over them reasonably acceptable to the Buyer, or to notify the Buyer in writing that the Seller elects not to cure them.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"174b089c-52f1-410d-b788-b409774c25bb","order":57,"text":"Failure to cure. If the Seller fails or elects not to cure a matter objected to, the Buyer may, within five (5) days thereafter, either terminate this Agreement by written notice and receive the return of the Earnest Money Deposit, or waive the uncured objection and proceed to Closing, in which case the waived matter shall become a Permitted Exception. Failure to deliver a termination notice within that period shall constitute a waiver.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"538c890e-f4c2-4623-a637-64cdac4a890d","order":58,"text":"Monetary liens. Notwithstanding anything to the contrary, the Seller shall at or before Closing pay, discharge and cause to be released of record every mortgage, deed of trust, judgment lien, mechanic's or materialman's lien, delinquent tax, assessment lien and any other lien securing the payment of money that encumbers the Property, whether or not the Buyer has objected to it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6066bc0e-60a5-47c2-a9f3-d79fada1ddf0","order":59,"text":"Permitted Exceptions. \"Permitted Exceptions\" means the general and special real property taxes and assessments not yet due and payable, the matters shown on the Title Commitment or on any boundary survey obtained under this Agreement to which the Buyer has not objected or which the Buyer has waived, and the reservation or the prior severance of the mineral estate to the extent provided in the Section entitled \"MINERAL, OIL, GAS, WATER AND TIMBER RIGHTS\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c9f483ce-4f33-47ac-bc2f-2313dfd8ee21","order":60,"text":"Owner's policy. At Closing the Seller shall cause the Title Company to issue to the Buyer an owner's policy of title insurance in the amount of the Purchase Price, insuring good, marketable and insurable fee simple title in the Buyer subject only to the Permitted Exceptions. The Buyer may obtain, at the Buyer's cost, any endorsement it requires, including an access endorsement, a contiguity endorsement and a survey or same-as-survey endorsement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"21fe3397-8cfa-4ce3-bcdc-49d8138004cd","order":61,"text":"7. CONVEYANCE AND FORM OF DEED","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"22","sectionNum":"S07"},{"id":"332cec38-9cf4-4b07-9365-ab19584eba7f","order":62,"text":"Deed. At Closing the Seller shall execute, acknowledge and deliver to the Buyer a General Warranty Deed conveying the Property to the Buyer in fee simple, free and clear of every lien, encumbrance and other matter other than the Permitted Exceptions, and containing such covenants and warranties of title as that form of deed affords under the law of the state in which the Property is located.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7b69f0de-4000-41c7-ae16-c543ed480b6c","order":63,"text":"Extent of the warranty of title. The form of deed selected by the Parties determines the extent of the Seller's warranty of title. A general warranty deed warrants title against every claim, whenever arising. A special or limited warranty deed warrants title only against claims arising by, through or under the Seller during the Seller's period of ownership. A quitclaim deed conveys only such right, title and interest as the Seller then holds, without warranty of any kind, and the Buyer is advised that its protection in that case derives principally from the owner's policy of title insurance. Whichever form is used, the Seller's obligation to discharge the monetary liens described in the Section entitled \"TITLE COMMITMENT, REVIEW AND TITLE INSURANCE\" and to cause the owner's policy of title insurance to be issued to the Buyer at Closing is unaffected.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b191fe48-c60e-4024-a42a-38abbbe0dfc8","order":64,"text":"Form and recording. The deed shall be in a form sufficient for recording in the county in which the Property is located, shall recite the legal description approved under this Agreement, and shall be accompanied by every affidavit, transfer tax declaration and disclosure document required by the recording officer or by applicable law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b8cd4750-e4cf-4500-8a47-de04846bd4a2","order":65,"text":"Spousal joinder. If the Seller is a married individual and the Property constitutes homestead, community or marital property under the law of the state in which it is located, the Seller's spouse shall join in the execution of the deed and of every other instrument necessary to convey full and unencumbered title, whether or not the spouse holds record title.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"369e4f98-060c-43f1-8d6f-7422ab482f62","value":"individual","type":"add","operator":"="}]},{"id":"e1502389-0e31-400e-a4c5-13d38c4f0f6f","order":66,"text":"No merger. The covenants, representations, warranties and indemnities contained in this Agreement that are expressly stated to survive Closing shall not merge into the deed but shall remain enforceable after delivery and recording of the deed.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d6ae73d7-79b0-4d79-9bea-61f9b827c4d2","order":67,"text":"8. SURVEY","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"22","sectionNum":"S08"},{"id":"6204b955-89ee-4626-a3ba-da18cd168e4c","order":68,"text":"Survey to be obtained. The Buyer shall, within [Number] days after the Effective Date, cause a boundary survey of the Property to be prepared by a surveyor licensed in the state in which the Property is located, in accordance with the current ALTA/NSPS Minimum Standard Detail Requirements for Land Title Surveys or with the minimum standards of that state (the \"Survey\"). The cost of the Survey shall be borne by the Buyer.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"77119c77-2398-4e47-a8b9-68261d66a019","value":"yes","type":"add","operator":"="}]},{"id":"eca7e728-7a91-4a5c-9392-3d79f51dadd1","order":69,"text":"Content. The Survey shall show the perimeter boundaries and total acreage of the Property, the means of legal and physical access, all recorded and visible easements, rights-of-way, utility lines, roads, watercourses, ponds, cemeteries, improvements, fencing, apparent encroachments either onto or from adjoining land, and any portion of the Property lying within a designated flood hazard area.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"77119c77-2398-4e47-a8b9-68261d66a019","value":"yes","type":"add","operator":"="}]},{"id":"903d3355-d9e4-46c6-8ea8-b41506cbbf51","order":70,"text":"Survey objections. The Buyer shall have ten (10) days after receipt of the Survey within which to deliver written notice of any matter disclosed by it to which the Buyer objects. Every such objection shall be treated in the same manner, and shall be subject to the same cure and termination rights, as a title objection under the Section entitled \"TITLE COMMITMENT, REVIEW AND TITLE INSURANCE\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"77119c77-2398-4e47-a8b9-68261d66a019","value":"yes","type":"add","operator":"="}]},{"id":"0ba49732-5fe1-4a44-9846-fc9d8692f27d","order":71,"text":"Legal description conformity. If the legal description shown on the Survey differs from the description set out in this Agreement, the Parties shall, at the Buyer's election, use the surveyed description in the deed, together with the description in this Agreement, provided that the Seller shall not be required to convey any land the Seller does not own and shall not be required to give any warranty as to the surveyed description beyond the warranty contained in the deed.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"77119c77-2398-4e47-a8b9-68261d66a019","value":"yes","type":"add","operator":"="}]},{"id":"5ddf7afe-380b-47e2-afe2-5c35ec524699","order":72,"text":"Survey waived. The Buyer has elected not to obtain a boundary survey of the Property. The Buyer acknowledges that, without a survey, the exact boundaries, total acreage, means of access, location of improvements and possible encroachments affecting the Property cannot be verified, that the acreage stated in this Agreement is approximate only, and that the standard owner's policy of title insurance will contain a general survey exception.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"77119c77-2398-4e47-a8b9-68261d66a019","value":"no","type":"add","operator":"="}]},{"id":"d07b325d-8927-41f1-9399-3bea55b1e934","order":73,"text":"Assumption of risk. The Buyer accepts all risk arising from the absence of a survey and waives any claim against the Seller founded upon a deficiency in acreage, a boundary discrepancy, an unrecorded easement apparent on the ground, or an encroachment that a survey would have revealed, except to the extent that the claim arises from the Seller's fraud, intentional misrepresentation or breach of an express representation contained in this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"77119c77-2398-4e47-a8b9-68261d66a019","value":"no","type":"add","operator":"="}]},{"id":"84ede8fb-4a6b-4325-8c9b-71049a5d2889","order":74,"text":"9. LEGAL ACCESS, EASEMENTS AND BOUNDARIES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"22","sectionNum":"S09"},{"id":"a22f65ce-ed7b-47a6-9127-e876001ec1ee","order":75,"text":"Access. The Seller represents that legal, physical and permanent access to the Property is provided by a dedicated public road right-of-way abutting the Property. At Closing the Seller shall convey to the Buyer, at no additional cost, all of the Seller's right, title and interest in every easement, right-of-way, road maintenance agreement and access permit serving the Property, and shall deliver copies of the recorded instruments creating them.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"37307eb3-a56f-49eb-9437-94f64a2e868f","order":76,"text":"Verification. The Buyer's obligation to close is conditioned upon the Title Company being willing to insure legal access to the Property from a public road, without exception other than the Permitted Exceptions. If the Title Company declines to do so, the Buyer may terminate this Agreement by written notice given before Closing and receive the return of the Earnest Money Deposit.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"90de94a9-b597-40f0-bc5e-ed13aa6a26b1","order":77,"text":"Cure of an access defect. Where the Title Company declines to insure access, the Seller may elect, by written notice given within ten (10) days, to cure the defect at the Seller's cost by granting or procuring a perpetual, recorded, appurtenant easement of ingress and egress of a width sufficient for vehicular access and for the installation of utilities, benefiting the Property and running with the land, in a form reasonably acceptable to the Buyer and to the Title Company, in which case the Buyer's right to terminate shall be suspended until the cure is completed or the election lapses. Nothing in this Section obliges the Seller to acquire land or an interest the Seller does not own.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"515f802f-790c-4558-aaed-00fb817c29ac","order":78,"text":"No further encumbrance. From the Effective Date until Closing or the earlier termination of this Agreement, the Seller shall not grant, create, modify, extend or consent to any easement, license, lease, option, restrictive covenant, mineral or oil and gas lease, timber contract, hunting lease, conservation easement or other encumbrance affecting the Property, and shall not permit any lien to attach to it, without the prior written consent of the Buyer.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"55fa8a86-9be8-4524-946a-c674adc4bd1f","order":79,"text":"Boundary markers and encroachments. The Seller shall not remove, relocate or destroy any boundary monument, corner marker, fence or survey stake, and shall promptly disclose to the Buyer any boundary dispute, adverse possession claim, prescriptive use or encroachment of which the Seller becomes aware before Closing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"bc2b75ee-c8fa-4e38-8e9e-74c2868566c2","order":80,"text":"10. RESTRICTIVE COVENANTS, OWNERS' ASSOCIATION AND SPECIAL DISTRICTS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"22","sectionNum":"S10"},{"id":"07439a74-1a18-499b-8bb2-466ced043616","order":81,"text":"Disclosure and delivery. The Seller shall disclose to the Buyer in writing, and shall deliver copies to the Buyer within five (5) days after the Effective Date, of every recorded declaration of covenants, conditions and restrictions, plat note, deed restriction, architectural or design guideline, owners' or property owners' association governing document, budget, current assessment schedule, reserve study, resale certificate and statement of unpaid assessments affecting the Property, and of every notice of a special improvement, public improvement, municipal utility, community development or similar district in which the Property lies.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b5238ec3-0a4e-4ec2-9ce0-c1aaa75972e8","order":82,"text":"Association obligations. If the Property is subject to a mandatory owners' association, the Buyer will become a member upon Closing and will be bound by the governing documents, including obligations to pay regular and special assessments, to obtain architectural approval before any construction, clearing or fencing, and to comply with use, setback, minimum dwelling size and building deadline restrictions. The Seller represents that all assessments due in respect of the Property have been paid, that no violation notice is outstanding, and that no special assessment has been approved or proposed other than as disclosed in writing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6c4be892-bc16-4cff-b7b3-70efc72d732d","order":83,"text":"Special districts and bond obligations. The Seller represents that the Property is not subject to a bond, assessment or standby fee levied by a special improvement, municipal utility, community development, water, drainage, road or reclamation district other than as disclosed in writing before the Effective Date. Where such a district exists, the Seller shall deliver every notice its formation statute requires a seller to give, and the Buyer acknowledges that the obligation may continue for many years and may exceed the general property tax.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"87d52742-e0cb-470c-86a7-24d950a5445a","order":84,"text":"Proration and transfer charges. Regular association assessments and district standby fees shall be prorated as of the date of Closing in the same manner as general property taxes. Every special assessment or district charge that is a lien as of Closing shall be paid by the Seller. Transfer, resale certificate, estoppel, working capital and initiation fees charged by an association shall be paid by the Buyer, except that the cost of the resale certificate or estoppel letter shall be paid by the Seller.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"90ab1ab8-9e3a-42f7-a173-ecf3436fe4f6","order":85,"text":"Termination right. If the Buyer is not reasonably satisfied with any document or charge disclosed under this Section, or if a required document is not delivered, the Buyer may terminate this Agreement by written notice given before the expiration of the period provided in the Section entitled \"DUE DILIGENCE AND FEASIBILITY PERIOD\", whereupon the Earnest Money Deposit shall be returned to the Buyer.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4ca0fb3c-4c29-485e-8554-e83e8cf28823","order":86,"text":"11. UTILITIES, WATER SUPPLY AND ON-SITE SEWAGE DISPOSAL","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"22","sectionNum":"S11"},{"id":"d9de63db-66b8-4999-8dd1-8fc70080b638","order":87,"text":"No warranty of availability. The Property is unimproved land. The Seller makes no representation or warranty as to the availability, adequacy, capacity, location or cost of connection of any utility service, including electricity, natural gas, telephone, broadband, public water or public sewer, or as to the existence of any capacity reservation, tap fee credit or impact fee credit.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"486adb4e-0c45-4ea9-8ced-1ec9380286ac","order":88,"text":"Buyer's investigation. During the due diligence period provided for in the Section entitled \"DUE DILIGENCE AND FEASIBILITY PERIOD\" the Buyer may, at the Buyer's sole cost, investigate the availability of utilities, conduct percolation tests, soil evaluations and water table observations, apply for on-site sewage disposal permits and well permits, and determine whether the Property is suitable for the Buyer's intended use.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"152e7dd2-1bac-414b-9374-376358345f36","order":89,"text":"Seller cooperation. The Seller shall sign, promptly upon request and at no cost or liability to the Seller, every application, consent or authorization reasonably required to enable the Buyer to obtain a percolation test, soil evaluation, septic permit, well permit, utility availability letter or similar approval, provided that no such application shall bind the Property or the Seller if this Agreement is terminated, and the Buyer shall withdraw any pending application at the Buyer's cost upon termination.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6483b9ea-3fe9-4950-9c1c-79b553bc5904","order":90,"text":"Termination right. If the Buyer determines during that period that the Property will not support an on-site sewage disposal system or an adequate potable water supply, the Buyer may terminate this Agreement in the manner there provided.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"84d51033-dd6a-4cc2-8829-f0a82f633ac4","order":91,"text":"12. ZONING, LAND USE AND ENTITLEMENTS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"22","sectionNum":"S12"},{"id":"6cb079c5-d4cd-4575-b79e-24ad16e697ef","order":92,"text":"Entitlement contingency. The Buyer's obligation to complete the purchase is contingent upon the Buyer determining, to the Buyer's reasonable satisfaction, that the Property may lawfully be used for the following intended use: [Intended use of the Property] (the \"Intended Use\"), and upon the Buyer obtaining, or confirming the availability of, every zoning approval, variance, conditional or special use permit, subdivision, plat or lot-split approval, access permit, stormwater or wetlands authorization and other entitlement necessary for the Intended Use.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"f3a769fe-78bb-4371-8e0d-7d1b6ea6c757","value":"yes","type":"add","operator":"="}]},{"id":"7badf193-a619-4162-88ac-497a938d4cf6","order":93,"text":"Deadline. The Buyer shall have [Number] days after the Effective Date within which to satisfy or waive this contingency (the \"Entitlement Deadline\"). If the Buyer delivers written notice to the Seller on or before the Entitlement Deadline stating that the Buyer is not satisfied that the Property may lawfully be used for the Intended Use, this Agreement shall terminate, the Earnest Money Deposit shall be returned to the Buyer, and neither Party shall have any further obligation except as expressly stated to survive termination. If no such notice is delivered, the contingency shall be deemed waived.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"f3a769fe-78bb-4371-8e0d-7d1b6ea6c757","value":"yes","type":"add","operator":"="}]},{"id":"d14faeb1-9278-4066-9ac2-7e0c947f4e46","order":94,"text":"Seller cooperation. The Seller shall cooperate reasonably with the Buyer, at no cost or liability to the Seller, in the pursuit of the entitlements, including signing owner consent forms required by the applicable governmental authority, provided that no application shall be filed that would alter the zoning, classification, assessment or physical condition of the Property unless Closing occurs, and the Buyer shall restore the prior status of any such application, at the Buyer's cost, if this Agreement is terminated.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"f3a769fe-78bb-4371-8e0d-7d1b6ea6c757","value":"yes","type":"add","operator":"="}]},{"id":"45010df1-14e6-4a92-bf46-e90f198e1377","order":95,"text":"No entitlement contingency. The Buyer has elected not to condition this Agreement upon zoning, land use or entitlement approvals. The Buyer acknowledges that it has independently satisfied itself as to the zoning classification of the Property, the uses permitted, the applicable subdivision, setback, density, buffer, wetlands and floodplain regulations, the availability of building and development permits, and any applicable private restrictive covenant or owners' association requirement, and the Buyer accepts the Property subject to all of them.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"f3a769fe-78bb-4371-8e0d-7d1b6ea6c757","value":"no","type":"add","operator":"="}]},{"id":"6da81050-79ed-4993-906e-b5182abff495","order":96,"text":"No representation as to use. The Seller makes no representation or warranty that the Property may be used for any particular purpose, that any permit, approval, variance or entitlement will be granted, or that governmental requirements will not change. Zoning and land use regulations are matters of public record and are subject to amendment at any time.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"df96deef-00af-4497-912f-85b05bf9f7de","order":97,"text":"13. DUE DILIGENCE AND FEASIBILITY PERIOD","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"22","sectionNum":"S13"},{"id":"9f633907-2456-4dcd-9eb3-bfa4fbb378fb","order":98,"text":"Due Diligence Period. The Buyer shall have a period of [Number] days commencing on the Effective Date (the \"Due Diligence Period\") within which to inspect, examine, test and investigate the Property and to determine, in the Buyer's sole and absolute discretion, whether the Property is suitable for the Buyer's purposes.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a0d3ac99-961d-425a-8e9b-3a35a5b0d106","order":99,"text":"Right of entry. The Seller grants to the Buyer and to the Buyer's agents, engineers, surveyors, consultants and contractors the right to enter upon the Property at reasonable times during the Due Diligence Period for the purpose of conducting surveys, soil borings, percolation and perimeter tests, topographic and geotechnical studies, wetland delineations, environmental assessments, archaeological and endangered species reviews, utility investigations, timber cruises and any other examination the Buyer considers appropriate.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3304a237-caa4-4c05-ae99-3752afcdce49","order":100,"text":"Indemnity, restoration and insurance. The Buyer shall conduct all inspections at the Buyer's sole cost and risk, shall keep the Property free of any lien arising from work performed at the Buyer's direction, shall promptly restore the Property to substantially the condition existing before entry, and shall indemnify, defend and hold the Seller harmless from every claim, loss, damage, lien and liability, including reasonable attorneys' fees, arising out of the entry upon the Property by the Buyer or the Buyer's agents, except to the extent caused by the Seller's negligence or willful misconduct. The Buyer shall maintain, and shall require its contractors to maintain, commercial general liability insurance with limits of not less than one million dollars ($1,000,000) per occurrence and shall furnish a certificate of insurance upon request. This obligation survives Closing and any termination of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7ef69ee8-18b6-4287-9940-ff0a05ec9d15","order":101,"text":"Delivery of documents. Within five (5) days after the Effective Date the Seller shall deliver to the Buyer copies of every document in the Seller's possession or control relating to the Property, including any prior survey, plat, title policy, environmental report, soil, geotechnical or engineering study, percolation test result, septic or well permit, appraisal, tax bill, notice from a governmental authority, lease, easement, mineral or timber contract, owners' association document, and any covenant, condition or restriction affecting the Property.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"250f039b-3666-46fb-a5e4-77c35e663b76","order":102,"text":"Termination. The Buyer may terminate this Agreement for any reason or for no reason by delivering written notice of termination to the Seller on or before the expiration of the Due Diligence Period, whereupon the Earnest Money Deposit shall be returned to the Buyer and neither Party shall have any further obligation except as expressly stated to survive termination. If the Buyer does not deliver such notice, this contingency shall be deemed waived.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"93fc24f3-6e2b-44c1-9932-e5813ac50388","order":103,"text":"Confidentiality of reports. If this Agreement is terminated, the Buyer shall, upon the Seller's written request, deliver to the Seller copies of all third-party reports obtained by the Buyer with respect to the Property, without representation or warranty as to their accuracy and subject to the consent of the preparer.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a8c51b12-4f78-44a4-933d-43c029ae36b7","order":104,"text":"14. ENVIRONMENTAL MATTERS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"22","sectionNum":"S14"},{"id":"ae8a5e28-fb31-4f1d-8102-01495a0258c3","order":105,"text":"Phase I assessment. The Buyer may, within [Number] days after the Effective Date, obtain at the Buyer's cost a Phase I Environmental Site Assessment of the Property, prepared in accordance with ASTM Standard E1527 by an environmental professional selected by the Buyer, and may conduct such further limited sampling as that assessment recommends, subject to the Seller's prior written consent, which shall not be unreasonably withheld.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"04900526-330f-4281-ab6b-cacfb8244451","value":"yes","type":"add","operator":"="}]},{"id":"4de4fe77-bfde-4013-b9ca-f0c100f7123f","order":106,"text":"Result. If the assessment discloses a recognized environmental condition, a controlled recognized environmental condition or a business environmental risk, or recommends further investigation, the Buyer may, on or before the date stated above, either terminate this Agreement by written notice to the Seller, whereupon the Earnest Money Deposit shall be returned to the Buyer, or proceed to Closing without adjustment of the Purchase Price. Failure to deliver a termination notice by that date shall constitute a waiver of this contingency.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"04900526-330f-4281-ab6b-cacfb8244451","value":"yes","type":"add","operator":"="}]},{"id":"bd9d6109-a2e2-4a8e-b938-f65ac131deaa","order":107,"text":"No assessment obtained. The Buyer has elected not to obtain a Phase I Environmental Site Assessment and accepts the environmental condition of the Property subject only to the Seller's express representations set out in this Agreement. The Buyer acknowledges that an owner of contaminated land may incur liability under federal and state environmental law, and that the innocent landowner, contiguous property owner and bona fide prospective purchaser defenses under the Comprehensive Environmental Response, Compensation, and Liability Act generally require the performance of all appropriate inquiry before acquisition.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"04900526-330f-4281-ab6b-cacfb8244451","value":"no","type":"add","operator":"="}]},{"id":"c675c510-ce77-4f82-ad66-152050380a55","order":108,"text":"Seller's environmental representation. The Seller has not used the Property, and to the Seller's knowledge no other person has used the Property, for the generation, treatment, storage, release or disposal of hazardous substances, petroleum products, pesticides, solid waste or demolition debris, or as a landfill, dump, junkyard, quarry or underground or above-ground storage tank site. The Seller has received no notice from any governmental authority alleging a violation of environmental law with respect to the Property or naming the Property in any remediation or enforcement proceeding.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"19a42b9c-320f-4076-968e-ce050fd6e049","order":109,"text":"Wetlands, flood hazard and protected areas. The Seller has received no notice that the Property or any part of it is classified as jurisdictional wetlands, lies within a designated floodway or special flood hazard area, is subject to a conservation easement, wetlands or stream mitigation bank, agricultural district, forest management plan or endangered species habitat restriction, or contains a burial ground, cemetery or archaeological site, except as disclosed to the Buyer in writing before the Effective Date.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"346cb68c-02db-4db4-a363-b2c49b632454","order":110,"text":"Survival. The representations contained in this Section survive Closing and delivery of the deed for a period of twenty-four (24) months.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e599215e-e101-41c0-8fd7-caeb9608fdd9","order":111,"text":"Allocation and indemnity. The Seller shall indemnify, defend and hold the Buyer harmless from every claim, loss, cost, penalty, remediation expense and liability, including reasonable attorneys' and consultants' fees, arising from the release, disposal or presence of a hazardous substance on, under or migrating from the Property that first occurred before Closing, and from any breach of the representations contained in this Section. The Buyer shall indemnify, defend and hold the Seller harmless from every such claim arising from a release or disposal first occurring on or after Closing. Neither Party shall be liable to the other under this Section for consequential, punitive or exemplary damages, and neither Party waives any right of contribution, cost recovery or defense available under federal or state environmental law against a third party. The indemnity of the Seller under this Section is not subject to the threshold or the limit stated in the Section entitled \"SELLER'S REPRESENTATIONS AND WARRANTIES\" and survives for the period stated above.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"af75df6d-5200-4d2b-a324-50fc75bc6fb7","order":112,"text":"15. MINERAL, OIL, GAS, WATER AND TIMBER RIGHTS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"22","sectionNum":"S15"},{"id":"abac2a03-baa4-489e-8078-0d662fa35220","order":113,"text":"Conveyance of the entire estate. The Seller conveys to the Buyer, as part of the Property and without additional consideration, all of the Seller's right, title and interest in and to the mineral, oil, gas, coal, sand, gravel and other subsurface estate, all water rights whether riparian, appropriative, groundwater or otherwise, and all timber standing or growing on the Property, together with every rent, royalty, bonus, delay rental and payment accruing from and after Closing. The Seller represents that the Seller has not severed, leased, reserved or otherwise conveyed any part of the mineral, water or timber estate and has no knowledge of any such severance by a predecessor in title.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"643ea045-3644-42f7-93b8-d372ceea335f","value":"all","type":"add","operator":"="}]},{"id":"76d9315c-d2ef-46ec-8f8b-1d478e00eb37","order":114,"text":"Reservation by the Seller. The Seller expressly reserves and excepts from the conveyance all oil, gas, coal and other minerals in, on and under the Property, together with all royalties, bonuses and payments derived from them. The Seller further waives, for the Seller and the Seller's successors and assigns, all rights of ingress, egress, surface entry and surface use in connection with the exploration for or production of the reserved minerals, so that the reserved estate may be developed only by pooling or by directional drilling from a surface location outside the boundaries of the Property. The deed delivered at Closing shall contain the reservation and the surface waiver in substantially those terms. All water rights and all timber on the Property are conveyed to the Buyer.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"643ea045-3644-42f7-93b8-d372ceea335f","value":"reserve","type":"add","operator":"="}]},{"id":"70ec2ecb-0fd2-4b18-bbd2-39c40b6ba518","order":115,"text":"Prior severance acknowledged. The Buyer acknowledges that all or part of the mineral, oil and gas estate underlying the Property may have been severed, reserved, leased or conveyed by a predecessor in title before the Seller acquired the Property. The Seller conveys to the Buyer every mineral, water and timber interest presently owned by the Seller, if any, without warranty as to the existence, quantity or value of any such interest, and the Buyer takes the Property subject to all validly recorded prior severances, reservations, leases and rights of surface use appurtenant to them. The Buyer has been advised that a standard owner's policy of title insurance does not insure title to severed minerals and that a separate mineral title examination is recommended.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"643ea045-3644-42f7-93b8-d372ceea335f","value":"prior","type":"add","operator":"="}]},{"id":"c31f696a-8466-4246-8fa5-fb68e13e0db0","order":116,"text":"No production, lease or contract. The Seller represents that there is no producing or abandoned well, mine, quarry, pipeline, gathering line, compressor, timber deed, harvesting contract, hunting lease or grazing lease presently affecting the Property, and that the Seller has received no notice of any pending application for a permit to conduct any such activity, except as disclosed to the Buyer in writing before the Effective Date.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f7c1a5c1-21f1-438e-9293-27dfcb8f613d","order":117,"text":"16. EXISTING LEASES, OCCUPANCY RIGHTS AND SERVICE CONTRACTS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"22","sectionNum":"S16"},{"id":"ab51fe15-bee6-4c4e-a226-d9342cd26c25","order":118,"text":"Disclosure. The Seller shall deliver to the Buyer, within five (5) days after the Effective Date, a complete copy of every lease, tenancy, license agreement, farming, cropping, grazing, hunting, outfitting, apiary, billboard, telecommunications, solar, wind, mineral, timber, water, conservation or land management agreement, and of every service, maintenance, mowing or security contract affecting the Property, together with a statement of the rent, fee or royalty payable, the term, and any deposit held.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8db4820b-c2fe-4627-a408-30b183ac7b16","order":119,"text":"Termination or assumption. Unless the Buyer elects in writing, before the expiration of the period provided in the Section entitled \"DUE DILIGENCE AND FEASIBILITY PERIOD\", to take an assignment of a particular agreement, the Seller shall terminate every agreement disclosed under this Section, at the Seller's sole cost and in accordance with its terms and with applicable law, with effect on or before Closing, and shall deliver at Closing written evidence of the termination and of the surrender of possession.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9109bc1e-de50-4d28-8922-a7292a8952ce","order":120,"text":"Assigned agreements. Where the Buyer elects to take an assignment, the Seller shall deliver at Closing an assignment in recordable form together with the consent of the counterparty where required, shall transfer every deposit held to the Buyer, and the rent, fee or royalty shall be prorated as of the date of Closing. The Seller shall indemnify the Buyer against every obligation under the assigned agreement relating to the period ending on the day before Closing, and the Buyer shall indemnify the Seller against every obligation relating to the period beginning on the day of Closing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"713a53b1-6a5d-4754-a2a1-b84714d5e6bd","order":121,"text":"No new agreement. From the Effective Date until Closing or the earlier termination of this Agreement, the Seller shall not enter into, renew, extend or amend any agreement of the kind described in this Section, nor accept the prepayment of any rent, fee or royalty for a period extending beyond Closing, without the prior written consent of the Buyer.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9c2cb4e4-71f3-4ab6-be07-9946514d4a3b","order":122,"text":"Holding over. If any occupant remains in possession of the Property at Closing, the Buyer may terminate this Agreement, or may close and recover from the Seller every cost of obtaining possession, including reasonable attorneys' fees, and this remedy survives Closing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"71d8acb9-7ec3-45cc-aa6e-cc22c12521c3","order":123,"text":"17. SELLER'S REPRESENTATIONS AND WARRANTIES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"22","sectionNum":"S17"},{"id":"fc68e30b-2575-48fe-9017-0f885250c0ea","order":124,"text":"The Seller represents and warrants to the Buyer, as of the Effective Date and again as of Closing, as follows.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"593999c3-88d8-404e-9fc6-27b93904c620","order":125,"text":"Meaning of knowledge. A statement made in this Agreement to the Seller's knowledge means the actual present knowledge of the individual signing this Agreement on behalf of the Seller and of any person having day-to-day responsibility for the Property, after reasonable inquiry of the Seller's own files and records, but without any duty to conduct an independent investigation, to examine the public records, or to make a physical inspection of the Property. No knowledge is imputed to the Seller from any other person.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"107e8b8f-bfa1-4002-9e86-760b2cc26cef","order":126,"text":"Authority. The Seller has full right, power and authority to enter into this Agreement and to sell and convey the Property, the persons executing this Agreement on behalf of the Seller are duly authorized to do so, and this Agreement constitutes a valid and binding obligation of the Seller enforceable in accordance with its terms. No consent of any third party, court or governmental authority is required for the performance of this Agreement that has not been obtained.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e7fc0306-cc6a-4e07-b04b-9539ee430232","order":127,"text":"Title. The Seller is the owner in fee simple of the Property and has granted no outstanding option, right of first refusal, right of first offer, contract of sale or other right to acquire the Property in favor of any other person.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a3ddfd99-e2fa-4472-a48d-1f0bb0e5283b","order":128,"text":"Possession and occupancy. There is no lease, tenancy, license, farming, cropping, grazing, hunting, billboard, cell tower, solar or wind agreement or other right of possession or use affecting the Property, and no person is in possession of the Property other than the Seller.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"267de251-e838-44e5-9c1c-c5711ce05412","order":129,"text":"Litigation and proceedings. There is no pending or, to the Seller's knowledge, threatened litigation, arbitration, condemnation, eminent domain, boundary dispute, quiet title action, code enforcement action, special assessment proceeding, bankruptcy or other governmental proceeding affecting the Property or the Seller's ability to convey it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a273ad39-c61e-458e-8745-3498c0c9250e","order":130,"text":"Taxes and assessments. All general and special real property taxes, assessments and charges due in respect of the Property have been paid, and the Seller has received no notice of any proposed special assessment, improvement district, impact fee, deferred tax recapture or reassessment other than as disclosed to the Buyer in writing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"54c0240d-adee-468c-8a39-c86bc17d11b1","order":131,"text":"Preferential tax classification. If the Property is or has been classified for agricultural, forest, open space, conservation or similar preferential tax treatment, the Seller has disclosed that fact to the Buyer in writing. The Parties acknowledge that a change of use or ownership may result in rollback or recapture taxes. Any rollback or recapture tax attributable to a change of use or classification occurring on or before Closing shall be borne by the Seller, and any such tax attributable to a change occurring after Closing shall be borne by the Buyer. This allocation survives Closing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"05f4c4d3-e442-4c7d-b4e8-68852c8a8c8e","order":132,"text":"Compliance and notices. The Seller has received no notice from any governmental authority of a violation of any zoning, subdivision, building, health, environmental, wetlands, fire, weed or nuisance law, ordinance or regulation affecting the Property that remains uncured, and no work has been performed or material furnished at the Seller's request for which a lien could be filed.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"073f0942-c6c5-4f2b-89e2-01eea4c26a70","order":133,"text":"Foreign person. The Seller is not a foreign person, foreign corporation, foreign partnership, foreign trust or foreign estate within the meaning of the Internal Revenue Code, and shall deliver at Closing the certification described in the Section entitled \"FOREIGN INVESTMENT IN REAL PROPERTY TAX ACT\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"bbe460f9-5b0c-4c7e-973a-4ca0ddc47735","order":134,"text":"Accuracy and updating. No representation or warranty made by the Seller in this Agreement contains any untrue statement of material fact or omits a material fact necessary to make it not misleading. The Seller shall notify the Buyer promptly in writing if any representation becomes untrue before Closing, and the Buyer may in that event terminate this Agreement and receive the return of the Earnest Money Deposit.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"135d88ec-26d1-44af-b7b7-5a70117883cb","order":135,"text":"Survival. The representations and warranties of the Seller are material inducements to the Buyer and survive Closing and delivery of the deed for a period of twelve (12) months, except that the representations contained in the Section entitled \"ENVIRONMENTAL MATTERS\" survive for the period stated in that Section.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6df1d94d-9182-46fc-9650-55ab88af2bfb","order":136,"text":"Threshold and limit. The Buyer shall bring no claim for breach of a representation or warranty of the Seller unless written notice of the claim, describing it in reasonable detail, is delivered to the Seller before the expiry of the applicable survival period and unless the aggregate of all such claims exceeds one percent (1%) of the Purchase Price, in which case the whole of the claim may be recovered. The aggregate liability of the Seller for breach of the representations and warranties contained in this Agreement shall not exceed five percent (5%) of the Purchase Price. Neither the threshold nor the limit applies to fraud, to intentional misrepresentation, to the concealment of a material fact, to the obligation to discharge a monetary lien, to the covenants of the deed, or to any adjustment expressly provided for in this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"34df5aa1-4ffc-443e-b233-ac14e7070d6e","order":137,"text":"18. BUYER'S REPRESENTATIONS AND WARRANTIES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"22","sectionNum":"S18"},{"id":"0471a395-5d5a-4991-9356-63ba46aa3a4a","order":138,"text":"Authority. The Buyer has full right, power and authority to enter into and perform this Agreement, the persons executing it on behalf of the Buyer are duly authorized to do so, and this Agreement constitutes a valid and binding obligation of the Buyer enforceable in accordance with its terms.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e131d687-78fc-46a6-b471-989bcccf3849","order":139,"text":"Financial capacity. The Buyer has, or will have at Closing, the financial resources necessary to complete the purchase in accordance with this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c0791817-3a74-4619-990e-3e4202dc51da","order":140,"text":"Independent investigation. The Buyer is a sophisticated purchaser of real property, is acquiring the Property for its own account, and will rely solely upon its own inspections and investigations and upon the Seller's express representations contained in this Agreement, and not upon any other statement, estimate, projection, listing, advertisement, plat, aerial photograph or acreage figure furnished by the Seller or by any broker or agent.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b05c6cb6-fd91-4053-8e59-92dc39a6d150","order":141,"text":"Sanctions and lawful funds. Neither the Buyer nor any person controlling the Buyer is a person with whom transactions are prohibited under any economic sanctions program administered by the United States Department of the Treasury, and the funds used to purchase the Property are derived from lawful sources.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f2b4edfc-a573-4c39-b8d8-68e1468f3bde","order":142,"text":"Survival. The representations and warranties of the Buyer survive Closing and delivery of the deed for a period of twelve (12) months.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8ba2312a-51ed-4473-818e-9b8ab341c0f0","order":143,"text":"19. SALE AS IS; DISCLAIMER OF WARRANTIES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"22","sectionNum":"S19"},{"id":"b271042f-6ff5-4d84-84e3-b52ee68dc098","order":144,"text":"As is. Except for the representations and warranties expressly set forth in this Agreement and the warranties of title contained in the deed, the Buyer accepts the Property in its present condition, AS IS, WHERE IS AND WITH ALL FAULTS, and the Seller disclaims every other warranty, express or implied, including any implied warranty of merchantability, habitability, suitability or fitness for a particular purpose.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0dd51178-5c46-41a4-bcad-d15751b68f9f","order":145,"text":"Matters disclaimed. Without limiting the generality of the foregoing, the Seller makes no representation or warranty concerning the physical or topographical condition of the Property; soil composition, stability, compaction, drainage or bearing capacity; erosion, subsidence, fill, sinkholes, mines or rock; the presence or adequacy of water; the suitability of the Property for a septic system or for the construction of any improvement; the acreage, dimensions or boundaries of the Property; the presence of wetlands, floodplain, protected species, archaeological or historic resources; the availability of utilities or of any permit; or the compliance of the Property with any law or regulation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"65707906-b69e-45c5-ae1e-6458f6aa069e","order":146,"text":"Opportunity to inspect. The Buyer has been afforded a full and adequate opportunity to inspect, survey, test and investigate the Property and to review the documents delivered by the Seller, and the Buyer accepts the Property in reliance upon that investigation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9add8d65-6047-42f0-a96e-f7b8dbfd5e27","order":147,"text":"Preservation of remedies. Nothing in this Section limits or waives any right or remedy of the Buyer arising from fraud, intentional misrepresentation, intentional concealment of a material fact, or breach of an express representation, warranty or covenant of the Seller contained in this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0b287ce0-36c0-4eb7-96bb-45bd0ee6c1b8","order":148,"text":"20. STATUTORY DISCLOSURES AND ACKNOWLEDGMENTS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"22","sectionNum":"S20"},{"id":"335ad12f-115c-4c6b-a922-c74ca4f97e2b","order":149,"text":"Statutory disclosures. The Seller shall complete, sign and deliver to the Buyer, within five (5) days after the Effective Date, every disclosure statement, notice or report that the law of the state or of the local jurisdiction in which the Property is located requires a seller of unimproved real property to furnish, which may include a natural hazard or geologic hazard disclosure, a special flood hazard area notice, a notice of severed mineral or water rights, a notice of a special taxing or utility district, a wildfire or defensible space notice, an agricultural or right-to-farm notice, an airport or military installation influence notice, a radon or environmental hazard notice, and any required notice concerning access, road maintenance or the absence of public services.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"839cc960-0f9d-41d8-a50e-b52e62735642","order":150,"text":"Effect of late or omitted delivery. Where applicable law grants the Buyer a right to terminate or to rescind on account of a disclosure delivered late, delivered incompletely, or not delivered at all, that statutory right is preserved in full and is in addition to every right granted by this Agreement, and no provision of this Agreement shall be construed as a waiver of it. Where no statutory period applies, the Buyer may terminate this Agreement by written notice given within five (5) days after receipt of a disclosure delivered after the date required by this Section, and the Earnest Money Deposit shall be returned to the Buyer.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"cbfa1b2d-f420-4fc8-8baa-238ae79b1740","order":151,"text":"Right-to-farm and rural conditions acknowledgment. The Buyer acknowledges that the Property may adjoin land in agricultural, ranching, forestry, mining or other rural use, and that lawful operations on that land may produce noise, dust, smoke, odors, vibration, insects, chemical application, night lighting, slow-moving equipment and traffic at any hour, which may not be actionable as a nuisance under applicable right-to-farm legislation. The Buyer further acknowledges that unimproved land may be without mail delivery, refuse collection, school bus service, maintained roads, snow removal, police, fire or emergency medical service, and that the response times of emergency services may be long.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"03c4dee5-05d5-4c0b-80ed-4935816024fd","order":152,"text":"Government programs and conservation plans. The Seller shall disclose whether the Property is enrolled in any federal, state or local conservation, set-aside, wetland reserve, carbon, easement or cost-share program, and whether any obligation, repayment or penalty would arise from a transfer or from a change of use. Any repayment or penalty attributable to the period ending on the day before Closing shall be borne by the Seller.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"dc1e16c0-b26c-4f1c-acc2-54b526d8a473","order":153,"text":"No substitute for investigation. The disclosures given under this Section are made to the best of the Seller's knowledge and are not a warranty of any kind, are not a substitute for the Buyer's own inspections and investigations, and shall not be relied upon as such.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9353f9ac-9d96-4aed-9535-dfc7217e4e14","order":154,"text":"21. REAL PROPERTY TAXES, ASSESSMENTS AND PRORATIONS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"22","sectionNum":"S21"},{"id":"3b9d0788-1035-42fe-b5ad-81eec90d04d3","order":155,"text":"Prorations. General real property taxes and assessments for the year of Closing shall be prorated between the Parties as of the date of Closing on the basis of the most recent available tax bill, the Seller being responsible for the period ending on the day before Closing and the Buyer for the period beginning on the day of Closing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"70afcfb6-2b57-44e8-8871-fb056ee1aaf3","order":156,"text":"Reproration. If the tax bill for the year of Closing is not available at Closing, the proration shall be made on the basis of the previous year's bill and shall be readjusted between the Parties within thirty (30) days after the actual bill becomes available. This obligation survives Closing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1fba82ac-3281-4aaa-b063-a4eee2c8875e","order":157,"text":"Special assessments. Every special assessment that is a lien upon the Property as of Closing shall be paid in full by the Seller at Closing, whether or not then payable in installments, unless the Buyer agrees in writing to assume it. Assessments first becoming a lien after Closing shall be the responsibility of the Buyer.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1a7f322e-f7d7-44ac-ab70-8337c7a8633c","order":158,"text":"Rollback taxes. Rollback, recapture and deferred taxes arising from a change of use or classification shall be allocated as provided in the Section entitled \"SELLER'S REPRESENTATIONS AND WARRANTIES\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"04c086e6-21aa-49c8-a7b6-f7cca7a8d100","order":159,"text":"22. CLOSING","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"22","sectionNum":"S22"},{"id":"eb4ce10f-45a8-437f-be7f-cf06d051a671","order":160,"text":"Date and place. The Closing shall take place on or before [Closing date], at the offices of the Title Company or by mail or electronic escrow closing, at a time mutually agreed by the Parties.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"010c68db-4e25-43ef-9b94-53d6d2876e38","order":161,"text":"Seller's deliveries. At Closing the Seller shall execute and deliver: the deed described in this Agreement; an owner's affidavit and lien waiver sufficient to permit the Title Company to delete the standard exceptions; the certification of non-foreign status; a certificate confirming that the Seller's representations and warranties remain true and correct; every transfer tax or conveyance declaration required by law; keys, gate codes and combinations, if any; every survey, plat, permit, study or report relating to the Property in the Seller's possession; every assignment, estoppel or resale certificate and written evidence of termination required by the Section entitled \"RESTRICTIVE COVENANTS, OWNERS' ASSOCIATION AND SPECIAL DISTRICTS\" and by the Section entitled \"EXISTING LEASES, OCCUPANCY RIGHTS AND SERVICE CONTRACTS\"; and any other document reasonably required by the Title Company to complete the transaction and to issue the owner's policy.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8ed342fc-f39a-4030-955d-bdfd3437eccb","order":162,"text":"Buyer's deliveries. At Closing the Buyer shall deliver every sum then payable by the Buyer under this Agreement in cash or immediately available funds, any promissory note and security instrument required by this Agreement, evidence of the authority of the persons signing for the Buyer, and any other document reasonably required by the Title Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"85ddeb1f-e017-4d95-aafe-418e33717aa0","order":163,"text":"Recording. The deed and, where applicable, the security instrument shall be recorded in the official records of the county in which the Property is located immediately following Closing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"515682a8-c2eb-41d1-9b87-0ae3f86db3d3","order":164,"text":"Limited extension. If the Title Company, the surveyor or the lender, if any, requires additional time to complete the transaction through no fault of either Party, the date for Closing shall be extended for the period reasonably required, not exceeding ten (10) days, upon written notice given before the scheduled Closing date.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"af0ccf5e-3b88-46dd-b963-c5ef31c56128","order":165,"text":"Bill of sale and assignments. Where any improvement, fixture, well, structure, standing timber, crop or other item is included in the sale, the Seller shall deliver at Closing a bill of sale transferring it free of any lien or security interest, together with an assignment of every transferable permit, well log, water right, warranty, plan and study relating to the Property.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"50be2b89-c4b6-462d-9a4a-e3a635438af1","order":166,"text":"Tax reporting. The Escrow Holder or the Title Company shall act as the reporting person for the transaction and shall file every information return required by law, including Form 1099-S, and each Party shall furnish its taxpayer identification number and such other information as the reporting person reasonably requires.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b64ecbdc-9fd8-4efc-874f-1ff461d28f01","order":167,"text":"Evidence of authority. Each Party shall deliver at Closing such evidence of its existence, good standing and authority, and of the authority of the individual signing on its behalf, as the Title Company reasonably requires, including certified resolutions, a certificate of incumbency, a partnership or operating agreement, or a certificate of trust.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"fe26a16c-66d2-4181-a16c-5c1aa3282453","order":168,"text":"23. CLOSING COSTS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"22","sectionNum":"S23"},{"id":"e9cc48d7-fb44-4f5f-be55-4a33911bd617","order":169,"text":"Seller's costs. The Seller shall pay the cost of preparing the deed and the Seller's closing documents, the premium for the owner's policy of title insurance, one-half of the escrow or settlement fee, every state, county and municipal transfer, documentary stamp or conveyance tax customarily paid by a seller in the state in which the Property is located, the cost of releasing every lien the Seller is required to discharge, any brokerage commission payable by the Seller, and the Seller's own attorneys' fees.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"246d7e1a-2fb9-4614-abd3-9d670fb33956","order":170,"text":"Buyer's costs. The Buyer shall pay the cost of recording the deed and any security instrument, one-half of the escrow or settlement fee, the premium for any lender's policy of title insurance and any endorsement requested by the Buyer, all loan costs and prepaid items, the cost of any survey, inspection, test, appraisal or environmental assessment ordered by the Buyer, and the Buyer's own attorneys' fees.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"bfaa4ec2-fc4d-467d-9e71-2dcdaa654d83","order":171,"text":"Local law and custom. Where the law or the uniform custom of the county in which the Property is located requires a different allocation of a particular charge, that requirement shall control, and the remaining allocations shall continue in effect.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9cf381ff-0475-4ec8-b908-7f4bce413860","order":172,"text":"24. POSSESSION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"22","sectionNum":"S24"},{"id":"f8d1af61-441a-4761-8574-d7921605393d","order":173,"text":"Exclusive possession of the Property shall be delivered to the Buyer at Closing, free of every occupant, tenant, licensee, crop, livestock, equipment, personal property and debris, except for the items expressly included in the sale.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5210d0ec-02ff-4ffa-9373-96d22e013920","order":174,"text":"25. COVENANTS AND EXCLUSIVITY PENDING CLOSING","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"22","sectionNum":"S25"},{"id":"cbd6a0c0-7fa9-481d-b373-d40740852116","order":175,"text":"From the Effective Date until Closing or the earlier termination of this Agreement the Seller shall maintain the Property in its present condition, ordinary wear and tear excepted, and shall not cut, remove or contract for the removal of timber, topsoil, sand, gravel or minerals, shall not deposit or permit the deposit of waste, fill or debris, shall not commence or permit any grading, clearing, excavation or construction, and shall continue any customary mowing, agricultural or conservation practice consistent with past practice.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"69c780c0-44f7-4fdf-94c4-3a01a8e50cfa","order":176,"text":"The Seller shall keep in force every liability insurance policy presently carried in respect of the Property and shall promptly notify the Buyer of any notice, claim, proceeding, trespass, casualty or violation received or observed in relation to the Property.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"bb322208-3832-4771-869c-b0dfc97e3d52","order":177,"text":"Exclusivity. From the Effective Date until Closing or the earlier termination of this Agreement, the Seller shall not offer the Property for sale, solicit, entertain, negotiate or accept any offer, letter of intent, option or back-up contract for the sale, exchange, lease or encumbrance of the Property or of any interest in it, and shall promptly notify the Buyer of any unsolicited approach received. Any contract entered into in breach of this covenant is voidable at the option of the Buyer, and this covenant may be enforced by injunction and by an action for specific performance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c8be6bc4-135c-4039-af7d-bc4610104288","order":178,"text":"Access for the Buyer. The Seller shall permit the Buyer and the Buyer's representatives reasonable access to the Property at all times before Closing, subject to the indemnity and insurance requirements set out in the Section entitled \"DUE DILIGENCE AND FEASIBILITY PERIOD\", and shall not obstruct or interfere with any inspection, survey or test permitted by this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0c66446d-4028-4185-a75f-b33bfe30d4b7","order":179,"text":"26. RISK OF LOSS, CASUALTY AND CONDEMNATION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"22","sectionNum":"S26"},{"id":"d21c000c-3251-433e-b126-090256fbc754","order":180,"text":"Risk of loss. Risk of loss and damage to the Property remains with the Seller until Closing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3033819c-97be-4910-b03c-72b24a2c780c","order":181,"text":"Casualty. If before Closing the Property suffers damage from fire, flood, erosion, landslide, storm, timber loss or other casualty that materially and adversely affects its value or its suitability for the Buyer's intended use, the Buyer may, within ten (10) days after receiving written notice of the casualty, terminate this Agreement and receive the return of the Earnest Money Deposit, or proceed to Closing and receive an assignment of all insurance proceeds payable in respect of the casualty together with a credit against the Purchase Price equal to any deductible.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"981c16fc-b893-45d4-915e-9b309a94f709","order":182,"text":"Condemnation. If before Closing all or any part of the Property is taken by eminent domain, or proceedings for a taking are commenced or threatened, the Seller shall notify the Buyer promptly in writing, and the Buyer may within ten (10) days after that notice terminate this Agreement and receive the return of the Earnest Money Deposit, or proceed to Closing and receive an assignment of the entire condemnation award and of every claim in respect of the taking.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1741cd60-45d5-488e-abf5-bb84700a2ecb","order":183,"text":"27. FOREIGN INVESTMENT IN REAL PROPERTY TAX ACT","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"22","sectionNum":"S27"},{"id":"8ecb55d1-7905-496a-ad26-3e2642bb6fc8","order":184,"text":"Section 1445 of the Internal Revenue Code requires a transferee of a United States real property interest to withhold tax if the transferor is a foreign person. At or before Closing the Seller shall deliver to the Buyer, or to the Title Company acting as the Buyer's agent, a certification of non-foreign status containing the Seller's name, address and taxpayer identification number, signed under penalty of perjury.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7543591c-3785-4cd3-98e8-ce9cf43dc791","order":185,"text":"If the Seller fails to deliver the certification, or if the Buyer has actual knowledge that it is false, the Buyer shall withhold from the Purchase Price and remit to the Internal Revenue Service the amount required by law, and such withholding shall not constitute a default by the Buyer or entitle the Seller to terminate this Agreement. The Parties shall cooperate in obtaining any withholding certificate or reduced-rate determination available under applicable law, at the Seller's cost.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"74fd23d7-72fe-42b4-be05-c626cac66c53","order":186,"text":"28. REAL ESTATE BROKERS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"22","sectionNum":"S28"},{"id":"94326817-c3bb-4663-99b7-e99749d6dd22","order":187,"text":"Brokers. The Seller is represented by [Name of the listing broker or firm] and the Buyer is represented by [Name of the selling broker or firm]. A brokerage commission equal to [Percentage] percent of the Purchase Price shall be paid by the Seller at Closing, from the proceeds of sale, and shall be divided between the brokers in accordance with their separate written agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"7936a2ec-3da5-4fde-b36f-1aff44ece8e1","value":"yes","type":"add","operator":"="}]},{"id":"84b0a456-c219-4e92-8bba-974b55e16200","order":188,"text":"No commission is earned or payable unless and until Closing occurs and the deed is delivered and recorded. Each Party represents that it has dealt with no real estate broker, agent or finder other than the brokers named above, and each Party shall indemnify, defend and hold the other harmless from every claim for a commission or finder's fee arising from any act of the indemnifying Party. This indemnity survives Closing and any termination of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"7936a2ec-3da5-4fde-b36f-1aff44ece8e1","value":"yes","type":"add","operator":"="}]},{"id":"bd5d867a-20bf-4d66-9bab-2746f9008093","order":189,"text":"Agency disclosure. Each broker named above has disclosed in writing to the Party it represents the nature of its agency relationship, whether as a seller's agent, a buyer's agent, a dual or designated agent, or a transaction broker, and each Party acknowledges receipt of that disclosure and consents to the relationship disclosed. No broker is authorized to make any representation, warranty or agreement on behalf of either Party, and neither Party has relied upon any statement of a broker as to the value, condition, acreage, boundaries, zoning, permitted use or development potential of the Property.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"7936a2ec-3da5-4fde-b36f-1aff44ece8e1","value":"yes","type":"add","operator":"="}]},{"id":"da92411d-e7bd-4ac1-b3ca-859cab08b4c2","order":190,"text":"No brokers. Each Party represents and warrants to the other that it has not engaged, dealt with or been introduced by any real estate broker, agent or finder in connection with this transaction, and that no brokerage commission, finder's fee or similar compensation is or will become due in connection with it. Each Party shall indemnify, defend and hold the other harmless from every claim for a commission or fee arising from any act of the indemnifying Party. This indemnity survives Closing and any termination of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"7936a2ec-3da5-4fde-b36f-1aff44ece8e1","value":"no","type":"add","operator":"="}]},{"id":"08ae7159-9100-4694-8d74-3bb77933fd57","order":191,"text":"29. SECTION 1031 EXCHANGE COOPERATION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"22","displayConditions":[{"field":"5da2edeb-1ab4-46e0-bcf9-1be894f4bf76","value":"yes","type":"add","operator":"="}],"sectionNum":"S29"},{"id":"2b095be2-fe0a-4828-bacd-f21b4c31166e","order":192,"text":"Either Party may elect to structure the transfer of the Property as part of a like-kind exchange under Section 1031 of the Internal Revenue Code. Each Party shall cooperate reasonably with the other in effecting the exchange, including executing an assignment of this Agreement to a qualified intermediary or exchange accommodation titleholder and any customary exchange documentation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"5da2edeb-1ab4-46e0-bcf9-1be894f4bf76","value":"yes","type":"add","operator":"="}]},{"id":"c1190b86-9aa7-49fe-95b7-5b5d3f75a952","order":193,"text":"Cooperation is subject to the following conditions: the Closing shall not be delayed; the cooperating Party shall incur no additional cost, expense, obligation or liability; the cooperating Party shall not be required to take title to any other property; the exchanging Party shall remain primarily liable for the performance of its obligations under this Agreement notwithstanding the assignment; and the exchanging Party shall indemnify, defend and hold the cooperating Party harmless from every claim, cost and liability arising from the exchange. The cooperating Party makes no representation as to the tax treatment of the exchange, and this Section survives Closing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"5da2edeb-1ab4-46e0-bcf9-1be894f4bf76","value":"yes","type":"add","operator":"="}]},{"id":"547a1eb6-5699-4b02-8d30-eddbfdfd005a","order":194,"text":"30. DEFAULT AND REMEDIES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"22","sectionNum":"S30"},{"id":"106f427b-5508-4fb7-9848-f923416e5a73","order":195,"text":"Notice and cure. Neither Party shall be deemed to be in default unless it has failed to cure the default within five (5) days after receipt of written notice specifying it, except that no notice or cure period shall apply to a failure to close on the date required by this Agreement or to a failure to pay the Earnest Money Deposit when due.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"25920740-55e7-454a-89d9-5ca503f34a2a","order":196,"text":"Buyer's default. If the Buyer fails to complete the purchase in breach of this Agreement, the Seller's sole and exclusive remedy shall be to terminate this Agreement and to retain the Earnest Money Deposit as liquidated damages. The Parties agree that the actual damages the Seller would suffer are difficult or impossible to ascertain, that the Earnest Money Deposit is a reasonable estimate of those damages, and that it is not a penalty or forfeiture. This limitation does not apply to the Buyer's indemnity and restoration obligations, to the covenant of confidentiality, to the obligation to discharge any lien arising from work performed at the Buyer's direction, or to any other obligation expressly stated to survive termination, in respect of which the Seller retains every remedy available at law and in equity.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4a57e8dc-5009-4a8f-9489-b4e4e4d97e6c","order":197,"text":"Seller's default. If the Seller fails to complete the sale in breach of this Agreement, the Buyer may terminate this Agreement and obtain the return of the Earnest Money Deposit together with reimbursement of the Buyer's actual out-of-pocket costs of title examination, survey, inspection, appraisal and environmental assessment, or alternatively may enforce this Agreement by an action for specific performance, the Parties acknowledging that the Property is unique and that damages are an inadequate remedy. In support of such an action the Buyer may record a memorandum of this Agreement or a notice of lis pendens.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d9b0721c-a6e5-4b12-b054-f67070ae410f","order":198,"text":"Attorneys' fees. In any action, arbitration or proceeding arising out of or relating to this Agreement, the prevailing Party shall be entitled to recover from the other its reasonable attorneys' fees, expert witness fees, court costs and arbitration fees, at trial, on appeal and in any enforcement proceeding.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ad7821b1-5d08-4fcf-a072-48d5f16a29e7","order":199,"text":"Other remedies. Except as expressly limited by this Section, all rights and remedies of the Parties are cumulative and may be exercised successively or concurrently, and this Section survives termination of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1c467d13-b3d8-402c-a990-1dc4225c8686","order":200,"text":"31. FORCE MAJEURE","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"22","sectionNum":"S31"},{"id":"af7ff2ba-b18f-4b55-a5d6-3046945b5592","order":201,"text":"Suspension of time limits. If either Party is prevented from performing any obligation under this Agreement, other than an obligation to pay money, by an event beyond its reasonable control, including an act of God, fire, flood, earthquake, landslide, severe weather, wildfire, epidemic or pandemic, act of war, terrorism, civil disturbance, cyberattack, strike, failure of a utility or telecommunications network, or the closure, suspension of service or extraordinary backlog of a recording office, court, surveyor, governmental authority or title insurer, every time limit affected by that event, including the date for Closing, shall be extended by the period of the delay.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8c84c22f-47d6-49c4-87f9-5a33771762d5","order":202,"text":"Notice and mitigation. The affected Party shall notify the other in writing of the event and of its expected duration as soon as reasonably practicable, and shall use reasonable efforts to mitigate and to resume performance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e57c83d9-f7e1-47bf-aa93-c27fa3991776","order":203,"text":"Limit of the extension. No extension under this Section shall exceed sixty (60) days in the aggregate. If the event continues beyond that period, either Party may terminate this Agreement by written notice, whereupon the Earnest Money Deposit shall be returned to the Buyer and neither Party shall have any further obligation except for those obligations expressly stated to survive termination. Financial inability, a change in market conditions, and the failure of a lender to fund for reasons other than an event described above are not events of force majeure.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"faf00970-007e-4897-b7ea-e918174e4b38","order":204,"text":"32. NOTICES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"22","sectionNum":"S32"},{"id":"f7525f73-c92a-490a-8770-47a38189b607","order":205,"text":"Every notice, demand, election, waiver or other communication required or permitted under this Agreement shall be in writing and shall be delivered by hand, by nationally recognized overnight courier, by certified mail with return receipt requested, or by electronic mail with confirmation of transmission, addressed to the Seller at the address stated above and at [Email address of the Seller], and to the Buyer at the address stated above and at [Email address of the Buyer], with a copy in each case to the Party's attorney or broker if one has been identified in writing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a8bee256-5346-4f34-b11a-dea5ab151ecd","order":206,"text":"Notice is effective upon delivery if hand delivered or sent by courier, on the third business day after mailing if sent by certified mail, and on the date of transmission if sent by electronic mail before 5:00 p.m. local time at the location of the Property on a business day and otherwise on the next business day. A Party may change its address or electronic mail address by notice given in the manner provided by this Section.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ba746a59-15df-446e-ab7e-895f0f629872","order":207,"text":"33. ASSIGNMENT AND BINDING EFFECT","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"22","sectionNum":"S33"},{"id":"6f2842e7-8198-43c6-bc93-098842a320b6","order":208,"text":"The Buyer may not assign this Agreement without the prior written consent of the Seller, which shall not be unreasonably withheld or delayed, except that the Buyer may assign this Agreement without consent to an entity controlled by, controlling or under common control with the Buyer, or to a qualified intermediary for the purpose of a like-kind exchange, in each case upon written notice to the Seller and provided that the Buyer remains liable for the performance of the Buyer's obligations.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ed91e0ba-b0ca-4b3a-b3f0-6ea7bc356972","order":209,"text":"This Agreement binds and inures to the benefit of the Parties and their respective heirs, devisees, personal representatives, trustees, successors and permitted assigns.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1cb8b308-bc16-4267-86d1-745f48ba04e7","order":210,"text":"34. CONFIDENTIALITY AND NO PUBLICITY","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"22","sectionNum":"S34"},{"id":"a3fd3fee-d61a-41ff-bc36-6449495d3b9a","order":211,"text":"Confidential information. Each Party shall keep confidential the terms of this Agreement, the Purchase Price, and every non-public document, study, report, survey and financial information furnished by the other Party in connection with the transaction, and shall use that information only for the purpose of evaluating and completing the transaction.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3a04bbdf-226e-492f-86b3-45fd84d9958e","order":212,"text":"Permitted disclosure. A Party may disclose confidential information to its attorneys, accountants, lenders, title insurer, escrow agent, surveyors, consultants, brokers and prospective assignees who need it for the transaction and who are informed of its confidential character, and may make any disclosure required by law, by a court or arbitrator, by a regulator or by the rules of a securities exchange, provided that the disclosing Party gives the other Party such prior notice as is lawful and practicable.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"31390f7e-89b1-4a0d-8f82-216d47ee6658","order":213,"text":"No publicity. Neither Party shall issue a press release, marketing announcement, photograph, drone image, social media post or other public statement concerning the transaction before Closing without the prior written consent of the other Party, except that a broker may report the sale to a multiple listing service after Closing in accordance with its rules.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7fc8bc18-dfe2-460b-8076-d87a34b5c6a5","order":214,"text":"Duration and remedy. This Section survives Closing for a period of one (1) year and survives any termination of this Agreement for a period of two (2) years. The Parties agree that damages may be an inadequate remedy for a breach of this Section and that injunctive relief is available without the necessity of posting a bond.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"47a778a0-9334-4640-a591-a0ef7c2a0bc6","order":215,"text":"35. DISPUTE RESOLUTION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"22","sectionNum":"S35"},{"id":"fb401709-62f6-455d-bb56-47221da26eb7","order":216,"text":"Mediation first. Before commencing any arbitration or judicial proceeding, other than an action for injunctive relief, specific performance, or the recording of a memorandum or notice of lis pendens, the Parties shall first submit the dispute to mediation before a mediator experienced in real property disputes, the fees of the mediator to be shared equally. If the dispute is not resolved within thirty (30) days after a written request for mediation, either Party may proceed as provided below.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"775613f4-2062-4d09-b6c3-070c575f1020","order":217,"text":"Binding arbitration. Any dispute arising out of or relating to this Agreement, or its breach, that is not resolved by mediation shall be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in the county in which the Property is located. The arbitrator shall have no authority to award punitive damages and shall issue a reasoned written award, upon which judgment may be entered in any court of competent jurisdiction. The arbitrator may award attorneys' fees and costs to the prevailing Party. Each Party knowingly waives any right to a trial by jury and any right to participate in a class, collective or representative proceeding. Notwithstanding the agreement to arbitrate, either Party may apply to a court of competent jurisdiction for provisional or injunctive relief, including an order of specific performance, a temporary restraining order, and the recording of a memorandum of this Agreement or of a notice of lis pendens, and no such application shall constitute a waiver of the agreement to arbitrate or of the right to have the merits determined by the arbitrator.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"c460a79f-113f-44df-bae4-14305553b46d","value":"arbitration","type":"add","operator":"="}]},{"id":"bbe4b9fe-afa9-49c6-acf0-96446cc081e5","order":218,"text":"Judicial resolution. Any dispute arising out of or relating to this Agreement, or its breach, that is not resolved by mediation shall be resolved exclusively by the state or federal courts sitting in the county in which the Property is located. Each Party irrevocably submits to the jurisdiction and venue of those courts and waives any objection founded upon forum non conveniens. EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"c460a79f-113f-44df-bae4-14305553b46d","value":"court","type":"add","operator":"="}]},{"id":"b219f7fd-d142-4a74-b8fe-9ff9c6423d96","order":219,"text":"36. GOVERNING LAW AND VENUE","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"22","sectionNum":"S36"},{"id":"6ecb7b7f-55c1-4f70-86d2-8412d72519d4","order":220,"text":"This Agreement, and every right and obligation arising out of it, shall be governed by and construed in accordance with the laws of the State of [State], without regard to its conflict of laws principles and without regard to the residence or place of organization of either Party.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d76335b3-2ba3-48c4-b6d2-05fac82e17c2","order":221,"text":"The Parties agree that the courts and, where applicable, the arbitral forum sitting in [County] County, State of [State], are the proper and exclusive venue for every proceeding arising out of or relating to this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3b5da450-7e98-4e4c-8d8c-0b659090992e","order":222,"text":"37. TIME OF THE ESSENCE AND COMPUTATION OF TIME","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"22","sectionNum":"S37"},{"id":"805813c5-f6f5-41d4-932c-8828451525a8","order":223,"text":"Time is of the essence of this Agreement and of every provision of it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b3a7bed5-e27b-4fe9-9f9e-e7f76256a5f2","order":224,"text":"Coordination with Closing. No contingency period provided for in this Agreement shall extend beyond the day before the date for Closing. Where a period fixed by this Agreement would otherwise expire on or after that date, the date for Closing shall be extended, by not more than fifteen (15) days, to the first business day following the expiry of that period, and the Buyer shall satisfy or waive the contingency on or before the extended date for Closing. Any further extension requires the written agreement of both Parties.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1db22ac6-cc88-4d03-bbbb-322f56eba2c2","order":225,"text":"Unless otherwise expressly stated, a reference to days means calendar days. A period expressed in days commences on the day after the event that triggers it. If the last day of a period falls on a Saturday, a Sunday or a federal or state legal holiday, the period is extended to the next day that is not a Saturday, a Sunday or a legal holiday. A \"business day\" means a day other than a Saturday, a Sunday or a day on which the federal government or the government of the state in which the Property is located observes a legal holiday. Performance due on a given day shall be completed by 5:00 p.m. local time at the location of the Property on that day.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ab9cde5d-7ed5-4994-960a-a7c89552d26f","order":226,"text":"38. MISCELLANEOUS PROVISIONS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"22","sectionNum":"S38"},{"id":"aa8f4105-978e-46b7-81c8-6079a205314e","order":227,"text":"Entire agreement. This Agreement, together with every exhibit and addendum attached to it, contains the entire agreement of the Parties concerning the Property and supersedes every prior or contemporaneous negotiation, letter of intent, offer, counter-offer, listing, representation and understanding, whether oral or written.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"350013d5-06d2-4a3d-a91e-b220c236b17b","order":228,"text":"Amendment and waiver. This Agreement may be amended only by a written instrument signed by both Parties. No waiver of any provision is effective unless in writing, and no waiver of a breach constitutes a waiver of any other or subsequent breach. No delay or omission in exercising a right operates as a waiver of it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3e62c975-0d24-426f-8828-b9429abddf0d","order":229,"text":"Severability. If any provision of this Agreement is held invalid, illegal or unenforceable, that provision shall be modified to the minimum extent necessary to render it enforceable, or if modification is not possible shall be severed, and the remaining provisions shall continue in full force and effect.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3d22510e-12cf-465f-a62f-4e655fde1f96","order":230,"text":"Counterparts and electronic signature. This Agreement may be executed in counterparts, each of which is an original and all of which together constitute one instrument. Signatures transmitted by facsimile, portable document format or a recognized electronic signature service have the same effect as original signatures, and the Parties consent to the use of electronic records and signatures under applicable federal and state law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"312f30ba-02c3-4ddd-b969-c7f8714540e3","order":231,"text":"Construction. The headings of the Sections are for convenience only and do not affect interpretation. Words importing the singular include the plural and words importing one gender include every gender. The word \"including\" means \"including without limitation\". A term defined in any part of this Agreement bears that meaning throughout, whether it is used before or after the definition, and a defined term used in the singular includes its plural form. This Agreement is the product of negotiation between the Parties and shall not be construed against the Party that drafted it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6c70347c-6ce8-4dc6-9414-443393aedd83","order":232,"text":"Further assurances. Each Party shall execute and deliver every further document and take every further action reasonably required to carry out the intent of this Agreement, both before and after Closing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7142c5d6-61c4-426f-b461-51ff153af623","order":233,"text":"No third-party beneficiaries. This Agreement is made for the benefit of the Parties only and confers no right upon any other person, except that the indemnities expressly granted in favor of the Escrow Holder and of the brokers, if any, may be enforced by them.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c3b52ab0-1870-4a01-9c92-2b1c80ff962b","order":234,"text":"Recording of this Agreement. Neither Party shall record this Agreement in the public records, except that the Buyer may record a memorandum of this Agreement or a notice of lis pendens in support of an action permitted by the Section entitled \"DEFAULT AND REMEDIES\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3cd8ce96-0098-405a-ac0d-78bf914e3138","order":235,"text":"Independent advice. Each Party acknowledges that this Agreement affects legal rights, that it has had the opportunity to obtain independent legal, tax, surveying and environmental advice before signing, and that it has either obtained that advice or has knowingly declined to do so.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3d87777b-fff9-4d5e-82ec-857144a73e13","order":236,"text":"Joint and several liability. Where a Party consists of more than one person or entity, each of them is jointly and severally liable for the obligations of that Party under this Agreement, notice given to or by any one of them is effective as notice given to or by all of them, and the act or election of any one of them binds all of them.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4ef99248-68d9-4141-ba47-945a106fdbc5","order":237,"text":"Exhibits and addenda. Every exhibit and addendum signed or initialled by the Parties and attached to this Agreement forms part of it, and may include the legal description of the Property, the list of permitted exceptions, the form of the deed, the form of the promissory note and security instrument, the statutory disclosures, and any survey or plat approved by the Parties. Where an addendum conflicts with the body of this Agreement, the addendum shall control.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"32464f61-d6e5-4fc0-9d0b-7c91ee546fca","order":238,"text":"Offer, acceptance and lapse. This Agreement constitutes an offer that shall lapse, and shall be of no further effect, unless it is accepted by the signature of both Parties and a fully executed counterpart is delivered to the offeror or to the Escrow Holder within five (5) days after the date on which the offeror signed it. Delivery of a signed counterpart to the other Party, to that Party's broker or to the Escrow Holder constitutes acceptance and communication of acceptance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9c34379f-77d3-46c1-96fe-e9bc7dd34193","order":239,"text":"IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date first written above.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"marginTop":"24"},{"id":"e6d0c167-ff70-4afc-8830-25f30d0faf1b","order":240,"text":"SELLER","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"1666a896-d544-43d9-8ea8-6e30fccc8043","order":241,"text":"____________________________________
[Full name of the Seller]
Date: ____________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"369e4f98-060c-43f1-8d6f-7422ab482f62","value":"individual","type":"add","operator":"="}]},{"id":"ff5ba2b0-cbb6-4f0d-b008-1c0d72c5fd29","order":242,"text":"[Legal name of the Seller entity]

By: ____________________________________
Name: [Name of the signatory]
Title: [Title of the signatory]
Date: ____________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"369e4f98-060c-43f1-8d6f-7422ab482f62","value":"entity","type":"add","operator":"="}]},{"id":"27006f4a-a2f1-4d3b-a694-d6ba0ba4e3fd","order":243,"text":"BUYER","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"e46dbd8a-2cce-4a7e-bdec-788648d64bcb","order":244,"text":"____________________________________
[Full name of the Buyer]
Date: ____________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"b72babe8-f935-4683-85b9-b3f361efad23","value":"individual","type":"add","operator":"="}]},{"id":"442e2cc2-2191-4ec6-8e4e-677be6a839ad","order":245,"text":"[Legal name of the Buyer entity]

By: ____________________________________
Name: [Name of the signatory]
Title: [Title of the signatory]
Date: ____________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"b72babe8-f935-4683-85b9-b3f361efad23","value":"entity","type":"add","operator":"="}]},{"id":"122160bd-9768-492d-8008-eea0e6d69156","order":246,"text":"Each Party acknowledges receipt of a fully executed counterpart of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"0","cflou":false,"active":true}]