"Business Day" means any day other than a Saturday, a Sunday or a day on which commercial banks or the public recording office in the jurisdiction in which the Property is located are authorized or required by law to remain closed. If the last day of any period prescribed under this Agreement, or any date on which an act is required to be performed, falls on a day that is not a Business Day, such period shall be extended, or such act may be performed, on the next succeeding Business Day. Unless a period is expressly stated in Business Days, all periods shall be computed in calendar days, and any period ending on a particular day shall expire at 5:00 p.m. local time in the place where the Property is located.

"Closing" means the consummation of the purchase and sale of the Property in accordance with this Agreement, evidenced by the recording of the deed conveying the Property to the Buyer and the disbursement of the Purchase Price to the Seller through the Escrow Agent. "Closing Date" means [specific date], or such earlier or later date as the Buyer may designate or the Parties may agree in writing in accordance with this Agreement.

"Deposit" means the earnest money deposit paid by the Buyer to the Escrow Agent in accordance with the Section entitled Earnest Money Deposit and Escrow Arrangements, together with any additional deposit made by the Buyer under this Agreement and all interest and other earnings accrued on those sums while held by the Escrow Agent.

"Due Diligence Period" means the period beginning on the Effective Date and ending at 5:00 p.m. local time on the [number] day following the later of (i) the Effective Date and (ii) the date on which the Seller has delivered to the Buyer all of the Seller Disclosures and the Seller Deliveries required under this Agreement. The Due Diligence Period may be extended in accordance with the Section entitled Inspection Contingency and Due Diligence Period.

"Escrow Agent" means [Name of Independent Escrow or Closing Agent], having an address at [Escrow Agent Address], or such other independent, licensed and duly qualified escrow, title or closing agent as the Buyer may designate with the Seller's consent, which consent shall not be unreasonably withheld, conditioned or delayed. The Escrow Agent is an independent third party and is not the agent, affiliate or representative of either Party.

"Hazardous Materials" means any substance, material, waste, pollutant or contaminant that is regulated by, or that may form the basis of liability under, any applicable law relating to the protection of human health, safety or the environment, including petroleum and petroleum products, asbestos and asbestos-containing materials, lead-based paint, polychlorinated biphenyls, radon, urea formaldehyde, toxic or harmful mold or other microbial growth, methamphetamine or other controlled-substance residue, and any underground storage tank and its contents.

"Loan" means one or more mortgage loans or other bank financing that the Buyer intends to obtain from one or more banks, mortgage lenders or other institutional lenders selected by the Buyer in its sole discretion (each, a "Lender"), to be secured by the Property and used to pay a portion of the Purchase Price.

"Property" means, collectively, the Land, the Improvements, the Fixtures, the Personal Property and the Appurtenances, each as described in the Section entitled Agreement to Sell and Purchase; Description of the Property, and all other rights, title and interest of the Seller in and to the foregoing.

In this Agreement, unless the context otherwise requires: (i) headings are for convenience only and do not affect interpretation; (ii) words in the singular include the plural and vice versa; (iii) the words "include," "includes" and "including" are deemed to be followed by "without limitation"; (iv) references to any agreement or document include it as amended, supplemented or replaced from time to time; (v) references to a person include any individual, corporation, limited liability company, partnership, trust or other entity, and that person's permitted successors and assigns; (vi) no provision shall be construed against a Party by reason of that Party having drafted it; and (vii) time is of the essence with respect to every date and period of time specified in this Agreement that relates to the Seller's obligations.

Subject to the terms and conditions of this Agreement, the Seller agrees to sell, assign, convey and transfer to the Buyer, and the Buyer agrees to purchase and acquire from the Seller, all of the Seller's right, title and interest in and to the Property, free and clear of all liens, encumbrances, tenancies, occupancies, claims and restrictions of every kind other than the Permitted Encumbrances.

The term "Land" means the parcel of real property located at [Property Street Address], having the tax or parcel identification number [Parcel Number] and legally described as follows: [Full Legal Description of the Land]. If the legal description stated above is incomplete or inaccurate, the legal description contained in the Title Commitment or the Survey, as approved by the Buyer, shall control and shall be used in the deed of conveyance.

The term "Improvements" means the single-family residence, consisting of approximately [square footage] square feet of living area, [number] bedrooms and [number] bathrooms, together with all garages, carports, outbuildings, sheds, pools, spas, decks, patios, driveways, walkways, fences, walls, retaining structures, landscaping and all other buildings, structures and improvements of every kind located on the Land.

The term "Fixtures" means all fixtures and equipment attached to or forming part of the Land or the Improvements, including heating, ventilating and air-conditioning systems; water heaters; plumbing, electrical and lighting fixtures; ceiling fans; built-in appliances; security, alarm and smart-home systems and their control devices; window and door screens, storm windows and doors, blinds, shades, curtain rods and other window treatments; wall-to-wall carpeting; mailboxes; garage door openers and remote controls; water softeners and filtration systems; irrigation systems; solar energy equipment owned by the Seller; and all fixtures attached to any pool or spa.

The term "Personal Property" means the following items of tangible personal property located on and used in connection with the Property, which are included in the Purchase Price without additional charge: [list of included appliances and personal property, e.g., refrigerator, range, dishwasher, washer, dryer, microwave], together with all keys, access cards, codes and remote devices relating to the Property. The Personal Property shall be conveyed in good working order and free and clear of all liens and security interests.

The term "Appurtenances" means all easements, rights-of-way, privileges, hereditaments, mineral and water rights, development and air rights, strips and gores, and all rights of the Seller in and to any adjoining streets, alleys and public ways, together with all transferable licenses, permits, certificates of occupancy, plans, specifications, warranties, guaranties and service agreements relating to the Land, the Improvements or the Fixtures, to the extent assignable.

The following items are excluded from the sale and shall be removed by the Seller prior to Closing in accordance with this Agreement: [list of excluded items, if any, or "None"]. The Seller shall repair, at its sole cost and in a good and workmanlike manner, any damage to the Property caused by the removal of any excluded item.

The Buyer may, without the consent of the Seller, assign its rights under this Agreement in whole or in part to, or designate to take title to the Property, any entity that controls, is controlled by or is under common control with the Buyer, or any entity in which the Buyer or its principals hold a beneficial interest, by delivering written notice of such assignment or designation to the Seller and the Escrow Agent not later than [number] Business Days before the Closing Date. Any other assignment by the Buyer shall require the Seller's consent, which shall not be unreasonably withheld, conditioned or delayed. The Seller may not assign this Agreement without the prior written consent of the Buyer.

The Buyer's obligation to purchase the Property is expressly conditioned upon the Buyer obtaining, on or before the [number] day following the Effective Date (the "Financing Contingency Period"), a written commitment from a Lender for a Loan in a principal amount of not less than [Loan amount or percentage of Purchase Price], bearing interest at a rate not exceeding [percentage] percent per annum, amortized over a term of not less than [number] years, with total lender fees and discount points not exceeding [percentage] percent of the Loan amount, and otherwise on terms and conditions acceptable to the Buyer in its sole discretion (a "Loan Commitment").

The Buyer shall submit a written application for the Loan to at least one Lender within [number] Business Days after the Effective Date and shall thereafter use commercially reasonable efforts to obtain the Loan Commitment. The Buyer shall not be obligated to accept any Loan Commitment that is subject to conditions the Buyer reasonably believes it cannot satisfy, that requires a personal guaranty from any principal of the Buyer, that requires additional collateral other than the Property, or that contains terms less favorable to the Buyer than those described in this Section.

If the Buyer has not obtained a Loan Commitment acceptable to it, or if the Buyer determines in good faith that it will be unable to obtain such a Loan Commitment, the Buyer may terminate this Agreement by delivering written notice to the Seller and the Escrow Agent at any time on or before the expiration of the Financing Contingency Period. Upon such termination, the Escrow Agent shall promptly return the entire Deposit to the Buyer, and neither Party shall have any further obligation under this Agreement except those obligations that expressly survive termination.

If the Buyer does not deliver a termination notice under this Section on or before the expiration of the Financing Contingency Period, the financing contingency shall be deemed satisfied, except as provided in the following two clauses of this Section. The Buyer may, by written notice delivered to the Seller before the expiration of the Financing Contingency Period, extend the Financing Contingency Period on [number] occasion(s) for up to [number] days each, and the Closing Date shall be extended correspondingly, if necessary.

Notwithstanding the satisfaction or deemed satisfaction of the financing contingency, if a Lender withdraws, revokes or materially modifies a Loan Commitment, or fails or refuses to fund the Loan at Closing, in each case for reasons not caused by the Buyer's willful default, the Buyer may either (i) extend the Closing Date by up to [number] days in order to obtain replacement financing on terms substantially similar to those described in this Section, or (ii) terminate this Agreement by written notice to the Seller and the Escrow Agent, in which event the entire Deposit shall be returned to the Buyer.

The Seller shall cooperate in good faith with the Buyer and each Lender in connection with the Loan, including by providing reasonable access to the Property for the Lender's appraisers, inspectors and other representatives, by promptly furnishing information and documents relating to the Property reasonably requested by any Lender, and by executing any customary affidavits, estoppel statements and certifications reasonably required by the Lender or the Title Company as a condition of funding the Loan, provided that the Seller incurs no material out-of-pocket expense and no liability beyond that set forth in this Agreement.

The Buyer's failure to obtain the Loan, on terms acceptable to it in accordance with this Section, shall under no circumstances constitute a default by the Buyer under this Agreement, and the Seller shall have no claim to the Deposit or to any damages as a result of such failure.

The total purchase price for the Property shall be [amount in words] ([amount in figures]) (the "Purchase Price"), payable by the Buyer in accordance with this Section and subject to the credits, prorations and adjustments provided for in this Agreement.

The Purchase Price shall be paid as follows: (i) the Deposit, which shall be credited against the Purchase Price at Closing; (ii) the proceeds of the Loan, in the principal amount of approximately [Loan amount], to be disbursed by the Lender directly to the Escrow Agent at Closing; and (iii) the balance of the Purchase Price, as adjusted for prorations, credits and closing costs as shown on the final settlement statement approved by the Parties, to be paid by the Buyer to the Escrow Agent at or before Closing by wire transfer of immediately available funds.

At Closing, the Seller shall credit the Buyer against the Purchase Price with the sum of [amount] as a seller concession, which the Buyer may apply toward its closing costs, prepaid items or loan fees to the extent permitted by the Lender. If any portion of such concession cannot be applied because of Lender restrictions, the unused portion shall be credited against the Purchase Price.

The Purchase Price shall not be increased for any reason whatsoever, including any increase in the appraised or market value of the Property after the Effective Date. The Purchase Price shall be subject to reduction only as expressly provided in this Agreement, including under the Sections entitled Appraisal Contingency, Inspection Contingency and Due Diligence Period, and Risk of Loss, Casualty, and Condemnation.

The Parties agree that the Personal Property has a nominal value of [amount] and that the balance of the Purchase Price is allocated to the Land, the Improvements, the Fixtures and the Appurtenances. The Buyer may, at its election and for its own tax and accounting purposes, prepare a more detailed allocation of the Purchase Price among the components of the Property, and the Seller shall not take any position inconsistent with such allocation in any filing with a taxing authority.

All funds payable to the Seller at Closing shall be disbursed by the Escrow Agent only after the deed of conveyance has been recorded, or the Title Company has irrevocably committed to issue the Owner's Title Policy, and only after the Escrow Agent has paid off all monetary liens and other obligations of the Seller required to be satisfied at Closing under this Agreement.

If any applicable tax law requires the Buyer or the Escrow Agent to withhold any portion of the amount realized by the Seller from the sale of the Property, the Escrow Agent is irrevocably authorized and directed to withhold such amount from the Seller's proceeds and to remit it to the appropriate taxing authority, and such withholding shall be treated for all purposes of this Agreement as payment of the Purchase Price to the Seller, unless the Seller delivers at or before Closing a properly executed certification or exemption sufficient under applicable law to relieve the Buyer and the Escrow Agent of any withholding obligation.

Within [number] Business Days after the Effective Date and the Escrow Agent's acknowledgment of receipt of a fully executed copy of this Agreement, the Buyer shall deposit with the Escrow Agent the sum of [amount] as an earnest money deposit, by wire transfer, certified funds or other method acceptable to the Escrow Agent. The Buyer's failure to make the Deposit when due shall not constitute a default unless the Buyer fails to make the Deposit within [number] Business Days after receipt of written notice of such failure from the Seller.

The Escrow Agent shall hold the Deposit in a segregated, federally or governmentally insured, interest-bearing account at a financial institution reasonably acceptable to the Buyer, or, if the Buyer so elects, in a non-interest-bearing trust account. All interest earned on the Deposit shall become part of the Deposit and shall follow the disposition of the Deposit. The Buyer shall be treated as the owner of the Deposit for tax reporting purposes until disbursement, and the Buyer shall provide the Escrow Agent with its taxpayer identification number upon request.

The Escrow Agent shall disburse the Deposit only in accordance with this Agreement. At Closing, the Deposit shall be paid to the Seller and credited against the Purchase Price. Upon any termination of this Agreement by the Buyer pursuant to any right of termination granted to the Buyer under this Agreement, including the financing, appraisal, inspection, title, disclosure, casualty and condemnation provisions and any default by the Seller, the Escrow Agent shall return the entire Deposit to the Buyer within [number] Business Days after receipt of the Buyer's termination notice, without the necessity of any consent, instruction or joinder from the Seller, and the Seller hereby irrevocably authorizes and directs the Escrow Agent to do so.

If the Seller claims entitlement to the Deposit under the Section entitled Default, Remedies, and Disposition of Deposit, the Seller shall deliver a written demand to the Escrow Agent and the Buyer setting forth in reasonable detail the basis of its claim. The Escrow Agent shall not disburse the Deposit to the Seller if the Buyer delivers a written objection to the Escrow Agent within [number] Business Days after the Buyer's receipt of the Seller's demand, in which event the Escrow Agent shall continue to hold the Deposit until it receives joint written instructions from the Parties or a final, non-appealable order of a court of competent jurisdiction.

The Escrow Agent is acting as a stakeholder only and shall not be liable for any act or omission made in good faith, but shall be liable for its own gross negligence, willful misconduct or breach of the escrow terms set forth in this Agreement. The Escrow Agent may rely upon any written notice, demand or instruction reasonably believed by it to be genuine and to have been signed by the proper Party.

In the event of a dispute concerning the Deposit, the Escrow Agent may, at its option, deposit the Deposit with the clerk of a court of competent jurisdiction in an interpleader or similar action, whereupon the Escrow Agent shall be released from further liability with respect to the Deposit. The reasonable costs of any such proceeding shall be borne by the Party that does not prevail in the dispute regarding the Deposit.

The Escrow Agent shall acknowledge in writing its receipt of a fully executed copy of this Agreement and of the Deposit, and its agreement to act in accordance with the escrow provisions of this Agreement, by executing the joinder set forth at the end of this Agreement. The escrow provisions of this Agreement shall constitute the escrow instructions of the Parties, and in the event of any conflict between this Agreement and any standard or supplemental escrow instructions of the Escrow Agent, this Agreement shall control unless the Parties expressly agree otherwise in writing.

The fees and charges of the Escrow Agent for holding the Deposit and administering the escrow shall be borne [equally by the Parties / by the Seller], except as otherwise provided in this Section. If this Agreement is terminated as a result of a default by the Seller or the failure of any condition for which the Seller is responsible, all escrow cancellation charges shall be paid by the Seller.

The Buyer's obligation to purchase the Property is further conditioned upon the Property being appraised, by a licensed or certified appraiser engaged by the Lender or, if the Lender does not require an appraisal, by the Buyer, at a value not less than the Purchase Price (the "Appraisal Contingency").

The Buyer shall cause the appraisal to be ordered within [number] Business Days after the Effective Date and shall have until the [number] day following the Effective Date (the "Appraisal Contingency Period") to receive the appraisal report and to exercise its rights under this Section. If the appraisal report has not been delivered to the Buyer by the expiration of the Appraisal Contingency Period through no fault of the Buyer, the Appraisal Contingency Period shall automatically be extended until [number] Business Days after the Buyer's receipt of the appraisal report, and the Closing Date shall be extended correspondingly, if necessary.

If the appraised value of the Property is less than the Purchase Price, the Buyer may, by written notice delivered to the Seller and the Escrow Agent on or before the expiration of the Appraisal Contingency Period, together with a copy of the appraisal report or the relevant portion thereof, elect either (i) to terminate this Agreement, in which event the entire Deposit shall be returned to the Buyer; or (ii) to request that the Seller reduce the Purchase Price to an amount equal to the appraised value or such other amount as the Buyer may specify (an "Appraisal Reduction Request").

The Seller shall respond in writing to any Appraisal Reduction Request within [number] Business Days after its receipt. If the Seller agrees to the Appraisal Reduction Request, the Purchase Price shall be reduced accordingly and the Parties shall execute a written amendment to this Agreement. If the Seller rejects the Appraisal Reduction Request, proposes alternative terms or fails to respond within such period, the Buyer may, within [number] Business Days thereafter, either accept the Seller's alternative proposal, if any, proceed to Closing at the original Purchase Price, or terminate this Agreement by written notice, in which event the entire Deposit shall be returned to the Buyer.

Nothing in this Agreement shall obligate the Buyer to pay, from its own funds or otherwise, any difference between the appraised value of the Property and the Purchase Price, nor to increase the amount of the Deposit or its cash contribution toward the Purchase Price as a result of the appraisal.

If the appraisal is made subject to the completion of any repairs, the correction of any condition or the delivery of any certification, the Seller shall, at its sole cost and expense, complete such repairs, correct such conditions or deliver such certifications in a good and workmanlike manner and in compliance with applicable law no later than [number] Business Days before the Closing Date, and shall permit the appraiser or the Lender to re-inspect the Property to confirm completion.

The Seller shall provide the appraiser with timely and reasonable access to all areas of the Property, and shall not take any action intended to influence the appraised value of the Property. If the Seller fails to provide such access within [number] Business Days after a request, the Appraisal Contingency Period shall be extended day-for-day for the duration of the delay.

During the Due Diligence Period and at all times thereafter until Closing or the earlier termination of this Agreement, the Buyer and its employees, agents, lenders, contractors, engineers, inspectors, appraisers and other representatives shall have the right to enter upon the Property, upon not less than [number] hours' prior notice to the Seller (which may be given by telephone or electronic mail), for the purpose of conducting such inspections, tests, studies, surveys and investigations as the Buyer, in its sole discretion, deems necessary or desirable.

The Buyer's inspections may include, without limitation, general home inspections; structural, foundation and engineering inspections; roof inspections; inspections of the heating, ventilating, air-conditioning, plumbing, electrical, mechanical and sewer systems, including video inspection of sewer laterals; wood-destroying insect and pest inspections; environmental assessments and testing for Hazardous Materials, including radon, mold and lead-based paint; well and septic inspections, if applicable; geological, soils and drainage studies; flood zone determinations; insurance underwriting inspections; and reviews of zoning, permitting, code compliance, rental licensing and land-use matters. The Buyer may conduct invasive or destructive testing only with the Seller's prior written consent, which shall not be unreasonably withheld, conditioned or delayed.

Within [number] days after the Effective Date, the Seller shall deliver or make available to the Buyer true, correct and complete copies of all of the following, to the extent in the Seller's possession or control (collectively, the "Seller Deliveries"): existing surveys and title policies; building permits, certificates of occupancy, plans and specifications; inspection, engineering and environmental reports; warranties and guaranties relating to the roof, systems, appliances and other components of the Property; service, maintenance, security and utility contracts; real estate tax bills and assessment notices for the preceding [number] years; utility bills for the preceding [number] months; insurance claims history for the preceding [number] years; any leases or occupancy agreements; and all notices received from any governmental authority, homeowners' association or insurer relating to the Property.

If the Buyer, in its sole and absolute discretion and for any reason or no reason, determines that the Property is unsatisfactory, the Buyer may terminate this Agreement by delivering written notice to the Seller and the Escrow Agent on or before the expiration of the Due Diligence Period, whereupon the entire Deposit shall be returned to the Buyer and neither Party shall have any further obligation under this Agreement except those that expressly survive termination. If the Buyer fails to deliver a termination notice before the expiration of the Due Diligence Period, the Buyer shall be deemed to have elected to proceed, subject to all of the Buyer's other rights and conditions under this Agreement and without waiver of any representation, warranty or covenant of the Seller.

As an alternative to termination, the Buyer may, on or before the expiration of the Due Diligence Period, deliver to the Seller a written request (a "Repair Request") that the Seller repair or remedy specified conditions of the Property, provide a credit against the Purchase Price, or reduce the Purchase Price. The Seller shall respond to any Repair Request in writing within [number] Business Days after its receipt. If the Seller does not agree in writing to all of the items in the Repair Request within such period, the Buyer may, within [number] Business Days after the earlier of the Seller's response or the expiration of the Seller's response period, terminate this Agreement and receive a return of the entire Deposit, and the Due Diligence Period shall be deemed extended through the expiration of such period.

All repairs that the Seller agrees to perform shall be completed at the Seller's sole cost no later than [number] Business Days before the Closing Date by duly licensed and insured contractors reasonably acceptable to the Buyer, in a good and workmanlike manner, in compliance with applicable law and with all required permits and final inspections obtained. The Seller shall deliver to the Buyer paid invoices, lien waivers, permits and any transferable warranties for such repairs, and the Buyer shall have the right to re-inspect the Property to verify completion.

If the Seller fails to deliver any of the Seller Deliveries or the Seller Disclosures when due, or fails to provide timely access to the Property, the Due Diligence Period shall be extended by one day for each day of such failure, and the Closing Date shall be extended correspondingly at the Buyer's election.

The Buyer shall repair any physical damage to the Property caused by the Buyer's inspections and shall restore the Property substantially to its condition before such inspections, and the Buyer shall indemnify the Seller against third-party claims for bodily injury or property damage to the extent directly caused by the negligent acts of the Buyer or its representatives while on the Property. Such obligations shall not extend to, and the Buyer shall have no liability for, the mere discovery of any pre-existing condition, any diminution in value of the Property resulting from such discovery, or any acts or omissions of the Seller or its representatives.

The Buyer shall keep the results of its inspections confidential, except for disclosures to its members, managers, officers, employees, lenders, investors, insurers, attorneys, accountants, consultants and other advisors, to prospective assignees permitted under this Agreement, and as required by law. Nothing in this Section shall prevent the Buyer from relying upon or using such results in the enforcement of its rights under this Agreement.

Within [number] days after the Effective Date, the Seller shall cause [Name of Title Insurance Company], or such other reputable title insurance company as the Buyer may designate (the "Title Company"), to deliver to the Buyer a current commitment for an owner's policy of title insurance in the amount of the Purchase Price, naming the Buyer or its designee as the proposed insured (the "Title Commitment"), together with legible copies of all documents referred to in the Title Commitment as exceptions to title.

The Buyer may, at its election and at [the Buyer's / the Seller's] expense, obtain a current survey of the Property prepared by a licensed land surveyor (the "Survey"). The Survey shall be certified to the Buyer, the Lender and the Title Company and shall be sufficient to permit the Title Company to delete or modify the standard survey exception from the Owner's Title Policy.

The Buyer shall have until the later of (i) the expiration of the Due Diligence Period and (ii) [number] Business Days after its receipt of the Title Commitment, all exception documents and the Survey (the "Title Review Period") to deliver to the Seller written notice of any objection to any matter disclosed in the Title Commitment or the Survey (each, a "Title Objection"). Within [number] Business Days after receipt of any Title Objection, the Seller shall notify the Buyer in writing whether the Seller will cure the Title Objection prior to Closing. If the Seller fails to respond within such period, or elects not to cure any Title Objection, the Buyer may, within [number] Business Days thereafter, either waive such Title Objection or terminate this Agreement, in which event the entire Deposit shall be returned to the Buyer.

Notwithstanding anything to the contrary in this Agreement, and whether or not the Buyer delivers a Title Objection, the Seller shall, at or before Closing and at its sole cost, pay, discharge and cause to be released of record all mortgages, deeds of trust, mechanics' and materialmen's liens, judgment liens, tax liens, delinquent assessments, homeowners' association liens and other monetary liens and encumbrances affecting the Property (collectively, "Monetary Liens"), none of which shall constitute Permitted Encumbrances. The Escrow Agent is irrevocably authorized to apply the Seller's proceeds at Closing to the payment of Monetary Liens.

If any update of the Title Commitment or the Survey discloses any new matter that was not disclosed in the original Title Commitment or Survey (a "New Title Matter"), the Buyer may deliver a Title Objection with respect to such New Title Matter within [number] Business Days after receiving notice of it, and the procedures of this Section shall apply, with the Closing Date being extended as necessary to permit their completion. The Seller shall not, without the Buyer's prior written consent, create or permit any New Title Matter, and any New Title Matter created or permitted by the Seller shall be removed by the Seller at its sole cost before Closing.

"Permitted Encumbrances" means only (i) the lien of real estate taxes and assessments not yet due and payable as of Closing, subject to proration under this Agreement; (ii) those matters disclosed in the Title Commitment or the Survey to which the Buyer does not object, or which the Buyer waives in writing, in accordance with this Section; and (iii) any matter created by or with the written consent of the Buyer. In no event shall any Monetary Lien, any lease or occupancy right, or any matter that would prevent the use of the Property as a residence constitute a Permitted Encumbrance.

At Closing, the Seller shall convey to the Buyer good, marketable and insurable fee simple title to the Property by [general warranty deed / the deed customary in the jurisdiction providing the fullest warranties of title], subject only to the Permitted Encumbrances, and the Title Company shall be irrevocably committed to issue to the Buyer an owner's policy of title insurance in the amount of the Purchase Price, insuring the Buyer's fee simple title subject only to the Permitted Encumbrances, with the standard exceptions deleted to the extent permitted and with such endorsements as the Buyer may reasonably require (the "Owner's Title Policy"). The premium for the standard coverage of the Owner's Title Policy shall be paid by the Seller.

If the Seller is unable or fails to convey title in accordance with this Section, the Buyer may, at its election, (i) extend the Closing Date by up to [number] days to permit the Seller to cure the deficiency; (ii) waive the deficiency and proceed to Closing without reduction of the Purchase Price, except that any Monetary Lien shall be paid from the Seller's proceeds; (iii) terminate this Agreement and receive a return of the entire Deposit; or (iv) if such failure results from the Seller's breach of its obligations, exercise the remedies available to the Buyer upon a default by the Seller.

Within [number] days after the Effective Date, the Seller shall deliver to the Buyer a complete, accurate and signed written property condition disclosure statement in the form customarily used, or required by law, in the jurisdiction in which the Property is located, together with any additional disclosures required by applicable law (collectively with all other disclosures delivered by the Seller under this Section, the "Seller Disclosures").

The Seller Disclosures shall disclose, without limitation, all known material defects in the Property; the age and condition of the roof, foundation, structure and major systems; any past or present water intrusion, flooding, leaks, moisture or drainage problems; any past or present mold, pest or wood-destroying insect infestation and any treatment thereof; any Hazardous Materials present on, under or about the Property; any renovations, additions or alterations performed with or without permits; any boundary disputes, encroachments or easement disputes; any pending or threatened assessments, litigation or governmental proceedings; any insurance claims made with respect to the Property; and any death, crime or other matter required by law to be disclosed.

If the Improvements or any portion of them were constructed prior to [year], the Seller shall also deliver to the Buyer, within the period stated above, a lead-based paint and lead-based paint hazards disclosure in the form required by applicable law, together with copies of all available records and reports pertaining to lead-based paint or lead-based paint hazards on the Property. The Buyer shall have the opportunity, during the Due Diligence Period, to conduct a risk assessment or inspection for the presence of lead-based paint and lead-based paint hazards, and the Buyer's right to do so shall not be deemed waived except by the Buyer's express written waiver.

If the Property is subject to a homeowners' association, condominium association or other common-interest community, the Seller shall, within [number] days after the Effective Date and at the Seller's sole cost, deliver to the Buyer copies of the declaration, articles, bylaws, rules and regulations, current budget, reserve study, most recent financial statements, minutes of meetings for the preceding [number] months, a statement of all dues, assessments and charges currently due or approved, any pending or anticipated special assessments, any litigation involving the association, and any restrictions on leasing or occupancy of the Property (the "Association Documents").

The Seller shall promptly, and in any event within [number] Business Days after becoming aware of any matter, deliver to the Buyer a written supplement or amendment to the Seller Disclosures disclosing any fact or circumstance that arises or becomes known to the Seller after the delivery of the original Seller Disclosures and that would render any Seller Disclosure untrue, incomplete or misleading.

If any Seller Disclosure, Association Document or supplement or amendment to the Seller Disclosures is delivered after the date that is [number] days before the expiration of the Due Diligence Period, or discloses any matter that, in the Buyer's reasonable judgment, adversely affects the Property, its value or its intended use by the Buyer, the Buyer may terminate this Agreement by written notice to the Seller and the Escrow Agent within [number] Business Days after the Buyer's receipt thereof, whereupon the entire Deposit shall be returned to the Buyer.

The Seller Disclosures are made by the Seller for the benefit of the Buyer and may be relied upon by the Buyer. The Seller Disclosures supplement, and shall not limit, qualify, cure or diminish, the representations and warranties of the Seller set forth in this Agreement, and no Seller Disclosure, supplement or amendment shall operate to cure any breach of such representations and warranties or limit the Buyer's rights and remedies with respect to any such breach. Any disclosure required by law shall be made in the form and manner so required, notwithstanding any provision of this Agreement.

The Seller represents and warrants to the Buyer, as of the Effective Date and again as of the Closing Date, that the Seller has full power, legal capacity and authority to execute, deliver and perform this Agreement; that, if the Seller is an entity, it is duly organized, validly existing and in good standing and its execution of this Agreement has been duly authorized by all necessary action; that all persons holding any ownership interest in the Property, including any spouse or domestic partner whose consent or joinder is required by law, have joined in or consented to this Agreement; and that this Agreement constitutes the legal, valid and binding obligation of the Seller, enforceable against it in accordance with its terms.

The Seller further represents and warrants that the Seller is the sole owner of fee simple title to the Property; that the execution and performance of this Agreement will not violate any agreement, mortgage, judgment, order or law binding upon the Seller or the Property; that no person has any option, right of first refusal, right of first offer or other right to purchase or lease the Property or any part of it; and that there are no leases, tenancies, licenses or other occupancy agreements affecting the Property and no person other than the Seller is in possession of or has any right to occupy any portion of the Property.

The Seller represents and warrants that the Improvements are structurally sound and free of material defects in design, materials and workmanship; that the foundation, slab, framing, walls, floors and load-bearing components are free of material cracks, settlement or movement; that the roof is free of leaks and has a remaining useful life of not less than [number] years; that the basement, crawl spaces and all other areas of the Improvements are free of water intrusion, seepage, flooding and moisture damage; and that there is no existing or past infestation of termites or other wood-destroying insects or pests that has not been fully treated and the resulting damage fully repaired.

The Seller represents and warrants that the heating, ventilating, air-conditioning, plumbing, electrical, mechanical, water heating, sewer, septic (if any), well (if any), drainage, irrigation and security systems, all built-in appliances, and all Fixtures and Personal Property are in good working order and repair, are adequate for their intended purposes and will be in such condition at Closing; that the Property is connected to and served by public water, sewer, electricity and [gas] utilities, or by private systems disclosed in the Seller Disclosures, all of which are fully operational; and that the Property has direct, legal and physical access to a public road.

The Seller represents and warrants that no Hazardous Materials are present on, in, under or about the Property in violation of applicable law or in quantities or conditions that require investigation, remediation or reporting; that the Property has not been used for the generation, storage, manufacture or disposal of any Hazardous Materials or for the manufacture, cultivation or use of any controlled substance; that there are no underground storage tanks on the Property; and that there is no mold or other microbial growth in the Improvements other than in insignificant quantities in areas customarily subject to incidental moisture.

The Seller represents and warrants that the Property, and its current use as a residence, comply in all material respects with all applicable zoning, building, fire, health, safety and land-use laws, codes and ordinances and with all recorded covenants, conditions and restrictions; that all additions, alterations, renovations and improvements to the Property were made with all required permits, inspections and final approvals; that the Seller has received no notice of any violation of any of the foregoing that remains uncorrected; and that the Property is not located in a designated flood hazard area, except as disclosed in the Seller Disclosures.

The Seller represents and warrants that there is no pending or, to the Seller's Knowledge, threatened litigation, arbitration, condemnation, eminent domain, rezoning, special assessment or other governmental or administrative proceeding affecting the Seller or the Property; that no work has been performed or materials furnished to the Property within the period during which liens may be filed for which full payment has not been made; that all real estate taxes, assessments, utility charges and association dues relating to the Property that are due and payable have been paid in full; that the Seller is not a debtor in any bankruptcy or insolvency proceeding; that the Seller is not a foreign person for purposes of any applicable tax withholding law, unless otherwise disclosed in writing to the Buyer before the Effective Date; and that the Seller is not a person with whom the Buyer is prohibited from transacting business under any applicable sanctions or anti-money laundering law.

As used in this Agreement, "Seller's Knowledge" means the actual knowledge of the Seller and of [name of any individual(s) with knowledge of the Property, if Seller is an entity], and the knowledge that such persons would have obtained after reasonable inquiry of any property manager, contractor or agent of the Seller having responsibility for the Property and after review of the files and records of the Seller relating to the Property. Each representation and warranty in this Section that is not expressly qualified by reference to the Seller's Knowledge is made absolutely and without any knowledge qualification.

All representations and warranties of the Seller shall be deemed remade as of the Closing Date and shall be true and correct in all respects as of the Closing Date. The truth and accuracy of such representations and warranties at Closing is a condition precedent to the Buyer's obligations under this Agreement. The Buyer's rights with respect to the Seller's representations and warranties shall not be limited, waived or impaired by any inspection, investigation or knowledge of the Buyer or its representatives, whenever obtained, nor by the Buyer's election to proceed to Closing, and the Buyer is entitled to rely upon such representations and warranties in entering into and performing this Agreement.

The Buyer represents and warrants to the Seller, as of the Effective Date and as of the Closing Date, that the Buyer is a [type of entity] duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, and is or will be at Closing qualified to own real property in the jurisdiction in which the Property is located.

The Buyer represents and warrants that it has full power and authority to execute, deliver and perform this Agreement; that the execution, delivery and performance of this Agreement by the Buyer have been duly authorized by all necessary [corporate / limited liability company / partnership] action; that the person signing this Agreement on behalf of the Buyer is duly authorized to do so; and that this Agreement constitutes the legal, valid and binding obligation of the Buyer, enforceable against it in accordance with its terms.

The Buyer represents and warrants that the execution and performance of this Agreement by the Buyer will not violate any provision of the Buyer's organizational documents or any agreement, judgment or order binding upon the Buyer.

The Buyer represents and warrants that it is not a debtor in any pending bankruptcy, insolvency, reorganization or receivership proceeding.

The Buyer represents and warrants that neither the Buyer nor, to the Buyer's actual knowledge, any person holding a controlling interest in the Buyer, is a person with whom the Seller is prohibited from transacting business under any applicable sanctions or anti-money laundering law.

The representations and warranties of the Buyer set forth in this Section are the only representations and warranties made by the Buyer in connection with this Agreement. The Buyer makes no representation or warranty regarding its ability to obtain the Loan, the availability of its funds or the outcome of any appraisal or inspection, it being expressly agreed that the Buyer's obligations are conditioned as set forth in this Agreement.

From the Effective Date until Closing or the earlier termination of this Agreement, the Seller shall maintain the Property, including the Improvements, the Fixtures, the Personal Property, the landscaping and the pool or spa (if any), in at least the same condition and state of repair as existed on the Effective Date, ordinary wear and tear excepted, and shall promptly perform all ordinary and necessary maintenance and repairs, including any repairs required to keep all systems and appliances in good working order.

The Seller shall not, without the Buyer's prior written consent, which may be withheld in the Buyer's sole discretion: (i) sell, convey, lease, license, mortgage or otherwise encumber or transfer the Property or any interest in it; (ii) enter into, extend or modify any lease, occupancy agreement, service contract or other agreement affecting the Property that would be binding on the Buyer or the Property after Closing; (iii) grant or amend any easement, covenant, restriction or other title matter; (iv) apply for or consent to any rezoning, variance, subdivision or other change in the land-use status of the Property; or (v) make any alteration, addition, demolition or improvement to the Property, other than repairs required or permitted under this Agreement.

The Seller shall keep in full force and effect, until Closing, hazard and liability insurance covering the Property with coverage at least equal to that in effect on the Effective Date, and shall not take or permit any action that would reasonably be expected to cause such insurance to be cancelled or not renewed.

The Seller shall pay when due all real estate taxes, assessments, utility charges, association dues and other amounts payable with respect to the Property, and shall comply with all laws, codes, ordinances, recorded restrictions and association rules applicable to the Property.

The Seller shall promptly, and in any event within [number] Business Days, notify the Buyer in writing upon the Seller becoming aware of (i) any fact, condition or event that would cause any representation or warranty of the Seller to be untrue or inaccurate in any respect; (ii) any physical damage to the Property or any material defect or malfunction in any system or component of the Property; (iii) any notice of violation, assessment, litigation, condemnation or governmental proceeding relating to the Property; or (iv) any other matter that may materially affect the Property or the transactions contemplated by this Agreement. No such notice shall cure any breach or limit the Buyer's rights or remedies.

The Seller shall continue to provide all utilities to the Property through the Closing Date, shall not permit any utility service to be terminated, and shall cooperate with the Buyer in arranging the transfer of utility accounts to the Buyer effective as of the Closing Date.

The Seller shall not solicit, negotiate, accept or entertain any offer, back-up offer or proposal for the sale, lease or other disposition of the Property, and shall cause its brokers and agents to refrain from doing so, and shall cause the Property to be removed from any listing service or marketing as an active listing, from the Effective Date until the termination of this Agreement.

The Seller shall cooperate in good faith with the Buyer, the Lender, the Title Company, the Escrow Agent and their respective representatives in connection with the satisfaction of the conditions set forth in this Agreement and the consummation of the Closing, and shall execute and deliver such additional documents and instruments as may be reasonably required to carry out the intent of this Agreement.

All risk of loss or damage to the Property, by fire, flood, storm, earthquake, vandalism, theft, act of God or any other cause whatsoever, shall remain with the Seller until the Closing has been completed and possession of the Property has been delivered to the Buyer in accordance with this Agreement.

If, prior to Closing, the Property or any part of it is damaged or destroyed by any casualty, the Seller shall notify the Buyer in writing within [number] Business Days after the occurrence, describing the nature and extent of the damage, the estimated cost of repair and the amount of insurance coverage available. The Buyer may, by written notice to the Seller and the Escrow Agent within [number] days after its receipt of the Seller's notice and of a written estimate of the cost of repair from a licensed contractor reasonably acceptable to the Buyer, elect to terminate this Agreement, in which event the entire Deposit shall be returned to the Buyer and neither Party shall have any further obligation hereunder, except those obligations that expressly survive termination.

If the Buyer does not elect to terminate this Agreement following a casualty, the Buyer may elect either (i) to require the Seller to repair and restore the Property, at the Seller's sole cost and expense and prior to Closing, to substantially the condition existing on the Effective Date, in a good and workmanlike manner and in compliance with applicable law, with the Closing Date extended as reasonably necessary to permit the completion of such repairs and the Buyer's re-inspection of the Property; or (ii) to proceed to Closing without repair, in which event the Seller shall assign to the Buyer at Closing all of the Seller's right, title and interest in and to all insurance proceeds and claims arising from the casualty, and the Buyer shall receive a credit against the Purchase Price equal to the amount of any deductible, self-insured retention or uninsured portion of the loss, together with any insurance proceeds previously received by the Seller and not applied to the repair of the Property.

If, prior to Closing, any condemnation or eminent domain proceeding is commenced or threatened against all or any part of the Property, or any part of the Property is taken by condemnation or conveyed in lieu of condemnation, the Seller shall promptly notify the Buyer in writing, and the Buyer may, within [number] days after its receipt of such notice, terminate this Agreement by written notice to the Seller and the Escrow Agent, in which event the entire Deposit shall be returned to the Buyer.

If the Buyer does not terminate this Agreement following any condemnation, the Parties shall proceed to Closing without reduction of the Purchase Price, except as provided in this clause, and the Seller shall assign to the Buyer at Closing all of the Seller's right, title and interest in and to all awards, compensation and proceeds payable in connection with such condemnation, and shall pay or credit to the Buyer at Closing all such awards and proceeds previously received by the Seller.

The Seller shall not settle, compromise or adjust any insurance claim or condemnation award relating to the Property without the Buyer's prior written consent, which shall not be unreasonably withheld, and the Buyer shall be entitled to participate in all negotiations and proceedings relating to any such claim or award.

The Buyer's election periods under this Section shall be in addition to any other periods under this Agreement, and the Closing Date shall be extended, at the Buyer's election, as necessary to allow the Buyer the full benefit of such periods.

The Closing shall take place on the Closing Date through the offices of the Escrow Agent by means of a customary escrow arrangement under which the Parties deliver their respective documents and funds to the Escrow Agent in advance, without the necessity of the Parties' physical attendance. The Buyer may, by written notice to the Seller given not less than [number] Business Days in advance, accelerate the Closing Date to any Business Day after the satisfaction or waiver of the Buyer's contingencies, or extend the Closing Date on one occasion by up to [number] days if additional time is reasonably required by the Lender to fund the Loan.

At or before Closing, the Seller shall deliver to the Escrow Agent, each duly executed and, where appropriate, acknowledged: (i) the deed of conveyance described in the Section entitled Title, Survey, and Permitted Encumbrances, in recordable form; (ii) a bill of sale conveying the Personal Property free and clear of all liens, with warranties of title; (iii) an assignment of all assignable warranties, guaranties, permits, plans and service contracts that the Buyer elects to assume; (iv) an owner's affidavit, no-lien affidavit and gap indemnity in the form reasonably required by the Title Company to issue the Owner's Title Policy without exception for mechanics' liens, parties in possession or matters arising between the effective date of the Title Commitment and recording; (v) a certification of non-foreign status or other document sufficient under applicable tax law to relieve the Buyer of any withholding obligation; (vi) payoff statements and releases for all Monetary Liens; (vii) a certificate re-confirming the Seller's representations and warranties as of the Closing Date; (viii) a current estoppel or status certificate from any homeowners' association; (ix) evidence of the Seller's authority satisfactory to the Title Company; (x) the settlement statement; and (xi) such other documents as are customarily delivered by sellers in the jurisdiction or reasonably required by the Title Company, the Lender or the Escrow Agent.

At or before Closing, the Buyer shall deliver to the Escrow Agent (i) the balance of the Purchase Price and the Buyer's share of closing costs, as adjusted under this Agreement, in immediately available funds, with the Loan proceeds to be delivered by the Lender; (ii) the settlement statement; (iii) evidence of the Buyer's authority reasonably required by the Title Company; and (iv) such documents as are required by the Lender in connection with the Loan.

The Buyer's obligation to close is subject to the satisfaction, or the Buyer's written waiver, of each of the following conditions: (i) the Seller's representations and warranties shall be true and correct in all respects as of the Closing Date; (ii) the Seller shall have performed all of its covenants and obligations under this Agreement; (iii) the Title Company shall be irrevocably committed to issue the Owner's Title Policy; (iv) the Lender shall be prepared to fund the Loan; (v) the Property shall be in the condition required by this Agreement, as confirmed by the Buyer's final walk-through; (vi) all repairs agreed to by the Seller shall have been completed as required; and (vii) no casualty or condemnation shall have occurred that has not been resolved in accordance with this Agreement. If any such condition is not satisfied, the Buyer may extend the Closing Date by up to [number] days to permit its satisfaction or terminate this Agreement and receive a return of the entire Deposit, without prejudice to the Buyer's remedies if the failure results from the Seller's default.

The following items shall be prorated between the Parties as of 11:59 p.m. on the day preceding the Closing Date, so that the Buyer is treated as the owner of the Property for the entire Closing Date: (i) real estate taxes and assessments for the current tax period, on the basis of the most recent actual tax bill, with the Seller responsible for all installments of special assessments that are due or become a lien before Closing; (ii) homeowners' association dues and regular assessments; (iii) water, sewer, trash and other utility charges, unless separately read and billed as of the Closing Date; and (iv) any other items customarily prorated in the jurisdiction in which the Property is located. If the actual tax bill for the current period is not available at Closing, taxes shall be prorated on the basis of [one hundred ten percent / the applicable percentage] of the most recent actual tax bill, and the Parties shall re-prorate within [number] days after the actual bill becomes available.

The Seller shall pay: (i) all transfer, documentary stamp, conveyance and similar taxes and fees imposed upon the conveyance of the Property; (ii) the premium for the standard coverage of the Owner's Title Policy and the costs of title search and examination; (iii) the cost of releasing and recording releases of all Monetary Liens and curing any title matter the Seller is obligated to cure; (iv) all commissions and fees owed to any broker or agent engaged by the Seller, including [Seller's Broker Name], which the Seller shall pay pursuant to a separate agreement; (v) any association transfer, resale certificate or estoppel fees; (vi) the costs of preparing the deed and other Seller documents; and (vii) [one-half / the applicable share] of the Escrow Agent's closing and escrow fees.

The Buyer shall pay: (i) all fees, costs, points and charges relating to the Loan, including the premium for any lender's policy of title insurance; (ii) the premium for any extended coverage or endorsements to the Owner's Title Policy requested by the Buyer; (iii) the cost of recording the deed; (iv) the costs of its own inspections and, unless otherwise stated in this Agreement, the Survey; (v) [one-half / the applicable share] of the Escrow Agent's closing and escrow fees; and (vi) the fees of the Buyer's own attorneys and advisors. Any closing cost not expressly allocated in this Agreement shall be allocated in accordance with the custom prevailing in the jurisdiction in which the Property is located. Each Party shall bear the fees of its own attorneys, except as otherwise provided in this Agreement.

Any proration or closing cost computed in error, and any item not determinable at Closing, shall be adjusted between the Parties promptly upon discovery, and the Party owing any amount shall pay it to the other within [number] days after written demand. The obligations under this clause shall survive Closing for a period of [number] months.

The Seller shall deliver exclusive possession of the Property to the Buyer at Closing, vacant and free of all tenants, occupants, licensees and other persons, free of all rights of possession other than those of the Buyer, and in the condition required by this Agreement, with all personal property of the Seller (other than the Personal Property) and all trash, debris and refuse removed from the Land and the Improvements, and with the Improvements in broom-clean condition.

The Buyer and its representatives shall have the right to conduct a final walk-through inspection of the Property within [number] hours prior to Closing to confirm that the Property is in the condition required by this Agreement, that all agreed repairs have been completed, and that all Fixtures, Personal Property and systems are present and in working order. If the final walk-through discloses any deficiency, the Buyer may, at its election, require the Seller to cure the deficiency before Closing, with the Closing Date extended as necessary, or require that an amount equal to [percentage] percent of the Buyer's reasonable estimate of the cost of cure be withheld from the Seller's proceeds and held by the Escrow Agent pending completion of the cure, in addition to the Buyer's other rights and remedies.

At Closing, the Seller shall deliver to the Buyer, or leave in a location within the Property designated by the Buyer, all keys, key cards, garage door openers, gate remotes, mailbox keys, security and alarm codes, passwords and access credentials for any smart-home or connected devices, and all manuals, warranties and operating instructions for the Fixtures, the Personal Property and the systems of the Property, to the extent in the Seller's possession or control. The Seller shall cause all security codes and smart-home access credentials to be reset or transferred to the Buyer's exclusive control as of Closing.

If the Seller fails to deliver possession of the Property as required by this Section, the Seller shall pay to the Buyer, as compensation for loss of use and not as a penalty, the sum of [amount] for each day or part of a day from the Closing Date until possession is delivered as required, without prejudice to the Buyer's right to recover possession by any lawful means, to recover its actual damages in excess of such sum, and to exercise all other rights and remedies under this Agreement. To secure such obligation, the Escrow Agent shall withhold from the Seller's proceeds at Closing the sum of [amount] (the "Possession Holdback"), which shall be released to the Seller upon the delivery of possession in compliance with this Section, less any amounts due to the Buyer under this clause.

Any personal property of the Seller remaining on the Property after the delivery of possession, or after the Closing Date if possession has not been timely delivered, shall be deemed abandoned, and the Buyer may remove, store, sell or dispose of such property at the Seller's sole risk and expense, without liability to the Seller or any other person, and the Seller shall reimburse the Buyer for all costs incurred in connection therewith within [number] days after written demand.

The Seller shall not permit any person to enter into occupancy of the Property after the Effective Date, and no post-closing occupancy or rent-back of the Property by the Seller shall be permitted except pursuant to a separate written occupancy agreement on terms acceptable to the Buyer in its sole discretion.

From and after Closing, the Seller shall cooperate with the Buyer in transferring the benefit of all assignable warranties, guaranties and service contracts relating to the Property, and shall promptly forward to the Buyer any mail, notices, invoices, warranty communications or other correspondence relating to the Property that the Seller receives after Closing.

The Seller shall be in default under this Agreement if (i) any representation or warranty of the Seller is untrue or inaccurate in any material respect when made or as of the Closing Date; (ii) the Seller fails to perform any covenant or obligation under this Agreement and such failure continues for [number] Business Days after the Seller's receipt of written notice from the Buyer, provided that no notice or cure period shall apply to the Seller's failure to close on the Closing Date or to deliver possession as required; or (iii) the Seller refuses or fails to convey the Property in accordance with this Agreement.

Upon a default by the Seller, the Buyer may, at its election and as its cumulative remedies: (i) terminate this Agreement by written notice to the Seller and the Escrow Agent, in which event the entire Deposit shall be returned to the Buyer, and the Seller shall reimburse the Buyer, within [number] days after written demand, for all out-of-pocket costs and expenses incurred by the Buyer in connection with this Agreement and the transactions contemplated by it, including loan application and commitment fees, rate-lock fees, appraisal, inspection, survey and title costs, and reasonable attorneys' fees, together with such other damages as the Buyer may recover under applicable law; (ii) enforce specific performance of the Seller's obligations under this Agreement, in which event the Buyer may also recover its damages resulting from the delay in Closing; or (iii) waive the default and proceed to Closing, with a credit against the Purchase Price in an amount equal to the Buyer's damages resulting from the default, if reasonably determinable.

The Seller acknowledges that the Property is unique and that the Buyer's damages in the event of the Seller's default would be difficult to ascertain, and that the Buyer shall therefore be entitled to specific performance without the necessity of posting a bond or other security or of proving the inadequacy of other remedies. If the Buyer elects to seek specific performance, the Buyer may record a notice of the pendency of the action in the public records of the jurisdiction in which the Property is located. If specific performance is unavailable because the Seller has conveyed or encumbered the Property in breach of this Agreement, the Buyer may recover all of its actual damages, including the loss of its bargain.

The Buyer shall be in default under this Agreement only if the Buyer fails, without legal excuse and other than as a result of the failure of any condition, contingency or Seller obligation under this Agreement, to complete the purchase of the Property on the Closing Date in accordance with this Agreement, and such failure continues for [number] Business Days after the Buyer's receipt of written notice of such failure from the Seller. No other failure by the Buyer shall constitute a default giving rise to a right to the Deposit, but the Seller may pursue its direct damages for a breach of the Buyer's post-termination restoration obligations under the Section entitled Inspection Contingency and Due Diligence Period.

Upon a default by the Buyer, the Seller's sole and exclusive remedy shall be to terminate this Agreement and to receive the Deposit as liquidated damages, and the Seller hereby expressly waives all other rights and remedies, including the right to seek specific performance or actual, consequential or punitive damages. The Parties acknowledge that the Seller's actual damages in the event of a default by the Buyer would be extremely difficult and impractical to determine, that the amount of the Deposit represents a reasonable estimate of such damages as of the Effective Date, and that the payment of the Deposit to the Seller as liquidated damages is not intended as a forfeiture or penalty. [If required by applicable law, the Parties shall separately initial this liquidated damages provision: Seller's Initials: ________ Buyer's Initials: ________]

In no event shall the Buyer, or any member, manager, officer, director, shareholder, partner, employee or affiliate of the Buyer, be personally liable for any obligation of the Buyer under this Agreement, and in no event shall the Buyer be liable to the Seller for any consequential, incidental, special, punitive or speculative damages, including lost profits or lost opportunities to sell the Property to others.

The Deposit shall be disbursed only as follows: (i) to the Seller at Closing, as a credit against the Purchase Price; (ii) to the Buyer upon any termination of this Agreement other than a termination by the Seller as a result of a default by the Buyer under this Section; or (iii) to the Seller as liquidated damages upon a termination by the Seller as a result of a default by the Buyer under this Section, subject to the procedures set forth in the Section entitled Earnest Money Deposit and Escrow Arrangements. In all events in which the Buyer is entitled to the return of the Deposit, the entire Deposit, including all accrued interest, shall be returned to the Buyer without deduction, except for any escrow charges allocated to the Buyer in this Agreement.

The rights and remedies of the Buyer under this Section are cumulative and in addition to all other rights and remedies available to the Buyer under this Agreement and applicable law, and the exercise of any one right or remedy shall not preclude the exercise of any other. No failure or delay by the Buyer in exercising any right or remedy shall operate as a waiver of it.

The Seller shall indemnify, defend and hold harmless the Buyer, its permitted assignees and designees, the Lender, and their respective members, managers, officers, directors, employees, agents, successors and assigns (collectively, the "Buyer Indemnitees") from and against any and all claims, demands, losses, damages, liabilities, judgments, fines, penalties, costs and expenses, including reasonable attorneys', consultants' and experts' fees and costs of investigation, remediation and repair (collectively, "Losses"), incurred by any Buyer Indemnitee and arising out of or relating to: (i) any inaccuracy in or breach of any representation or warranty of the Seller under this Agreement or in any Seller Disclosure, certificate or document delivered by the Seller; (ii) any breach of any covenant or obligation of the Seller under this Agreement; (iii) any claim by any person relating to the ownership, use, occupancy, operation or condition of the Property arising from facts, events or conditions occurring or existing prior to Closing; (iv) any Hazardous Materials present on, in, under or emanating from the Property prior to Closing; (v) any lien or claim arising from work performed or materials furnished to the Property by or on behalf of the Seller; (vi) any claim by any tenant, occupant or other person claiming a right of possession through the Seller; and (vii) any claim for a commission or fee by any broker, finder or agent claiming through the Seller.

The Buyer shall indemnify, defend and hold harmless the Seller from and against any Losses incurred by the Seller to the extent arising out of (i) any inaccuracy in or breach of any representation or warranty of the Buyer under this Agreement; (ii) the matters for which the Buyer is responsible under the restoration and indemnity provisions of the Section entitled Inspection Contingency and Due Diligence Period, subject to the limitations stated therein; and (iii) any claim for a commission or fee by any broker, finder or agent claiming through the Buyer, other than [Buyer's Broker Name, if any], whose compensation shall be paid by the Seller in accordance with [the listing agreement / a separate agreement]. The Buyer's aggregate liability under this Section shall not exceed [amount].

A Party seeking indemnification (the "Indemnified Party") shall give the Party from whom indemnification is sought (the "Indemnifying Party") written notice of any third-party claim reasonably promptly after the Indemnified Party becomes aware of it, provided that any delay in giving such notice shall relieve the Indemnifying Party of its obligations only to the extent it is materially prejudiced thereby. The Indemnifying Party may assume the defense of a third-party claim with counsel reasonably acceptable to the Indemnified Party, but shall not settle any claim without the Indemnified Party's prior written consent unless the settlement involves only the payment of money by the Indemnifying Party and includes a full release of the Indemnified Party. The Indemnified Party may participate in the defense with counsel of its own choosing, at the Indemnifying Party's expense if a conflict of interest exists or if the Indemnifying Party fails to diligently conduct the defense.

The representations and warranties of the Seller set forth in this Agreement, in the Seller Disclosures and in any certificate or document delivered by the Seller at Closing shall survive Closing and the delivery and recording of the deed for a period of [number] months after the Closing Date, except that the representations and warranties relating to authority, title, Hazardous Materials and the absence of liens shall survive until the expiration of the applicable statute of limitations. Any claim made in writing within the applicable survival period shall survive until its final resolution. The representations and warranties of the Buyer shall survive Closing for a period of [number] months.

All covenants and obligations of either Party that by their nature are to be performed, or may be performed, after Closing or after the termination of this Agreement, including the indemnification obligations under this Section, the proration adjustment obligations, the possession obligations and the confidentiality obligations, shall survive Closing or such termination until fully performed, and shall not merge into the deed of conveyance or any other closing document. The Parties expressly agree that the doctrine of merger shall not apply to limit any representation, warranty, covenant or indemnity of the Seller under this Agreement.

The Seller's obligations under this Section shall not be limited, reduced or affected by any investigation, inspection or knowledge of any Buyer Indemnitee, whether obtained before or after the Effective Date or the Closing, nor by the Buyer's waiver of any condition to Closing, and the Buyer Indemnitees shall be entitled to indemnification for Losses arising from any breach of which the Buyer had knowledge prior to Closing. The Seller's aggregate liability under this Section shall not be subject to any deductible or threshold and shall not exceed [amount / the Purchase Price], except that no limitation shall apply to Losses arising from fraud, intentional misrepresentation, Hazardous Materials, title, Monetary Liens or broker claims.

As security for the Seller's obligations under this Section, the Escrow Agent shall withhold from the Seller's proceeds at Closing the sum of [amount] (the "Indemnity Holdback") and shall hold it in escrow for a period of [number] months after the Closing Date. Upon written notice from the Buyer of a claim for indemnification within such period, the Escrow Agent shall retain from the Indemnity Holdback an amount equal to the Buyer's good-faith estimate of the claim, pending the resolution of the claim by agreement of the Parties or a final judgment. Any balance of the Indemnity Holdback not subject to a pending claim shall be released to the Seller at the end of such period. The Indemnity Holdback shall not limit the Seller's liability under this Section.

The indemnification obligations of the Seller under this Section are in addition to, and not in lieu of, any other rights and remedies available to the Buyer under this Agreement or applicable law, including the remedies set forth in the Section entitled Default, Remedies, and Disposition of Deposit.

This Agreement, and all claims and disputes arising out of or relating to this Agreement, its negotiation, execution, performance or termination, or the transactions contemplated by it, whether sounding in contract, tort or otherwise, shall be governed by and construed in accordance with the laws of [State/Jurisdiction in which the Property is located], without regard to any conflict-of-laws principles that would require the application of the laws of any other jurisdiction.

In the event of any dispute, controversy or claim between the Parties arising out of or relating to this Agreement (a "Dispute"), either Party may deliver written notice of the Dispute to the other Party, and senior representatives of the Parties with authority to settle the Dispute shall meet, in person or by video conference, within [number] Business Days after such notice and attempt in good faith to resolve the Dispute through negotiation.

If the Dispute is not resolved within [number] days after delivery of the notice of Dispute, either Party may submit the Dispute to non-binding mediation administered by [name of mediation provider] in [city/county], before a single mediator experienced in residential real estate matters, with the mediator's fees and administrative costs shared equally by the Parties. Neither the negotiation nor the mediation procedures set forth in this Section shall be a condition precedent to, or delay, any action by the Buyer for specific performance, injunctive relief or the recording of a notice of the pendency of an action, any action for the release of the Deposit to the Buyer, or any action necessary to preserve a claim from being barred by a limitation period.

Any Dispute not resolved through negotiation or mediation shall be resolved exclusively in the state or local courts of competent jurisdiction located in [County/District] in which the Property is located, and each Party irrevocably submits to the exclusive jurisdiction and venue of such courts and waives any objection based on inconvenient forum. Any action for specific performance or affecting title to or possession of the Property may in all events be brought in the courts of the jurisdiction in which the Property is located.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY IT.

In any litigation, mediation or other proceeding arising out of or relating to this Agreement, the prevailing Party shall be entitled to recover from the non-prevailing Party its reasonable attorneys' fees, expert witness fees, court costs and other expenses incurred in connection with such proceeding and any appeal, in addition to any other relief to which it may be entitled.

All notices, demands, consents, elections and other communications under this Agreement shall be in writing and shall be deemed given (i) upon personal delivery; (ii) one Business Day after deposit with a nationally recognized overnight courier, charges prepaid; or (iii) upon transmission by electronic mail, provided that a copy is sent within one Business Day thereafter by one of the foregoing methods, in each case addressed to the Seller at [Seller Notice Address and Email], to the Buyer at [Buyer Notice Address and Email], with a copy to [Buyer's Counsel Name, Address and Email], and to the Escrow Agent at [Escrow Agent Notice Address and Email], or to such other address as a Party may designate by notice. Notices may be given by a Party's counsel on its behalf.

This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous offers, letters of intent, negotiations, understandings and agreements, written or oral. This Agreement may be amended, and any provision of it waived, only by a written instrument signed by the Party against whom enforcement is sought. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid or unenforceable provision shall be reformed to the minimum extent necessary to render it enforceable consistent with the Parties' intent. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, personal representatives, successors and permitted assigns.

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered by electronic mail in portable document format or by means of a recognized electronic signature platform shall be deemed original signatures for all purposes. If the Seller has not executed and delivered this Agreement to the Buyer on or before [time] on [date], the Buyer's offer to purchase the Property on the terms set forth in this Agreement shall be deemed withdrawn without further action by the Buyer.