Land Sale Contract Template

"Business Day" means any day other than a Saturday, a Sunday, or a day on which commercial banks in [City, State/Province] are authorized or required by law to close; if the last day for the performance of any act or the giving of any notice under this Agreement falls on a day that is not a Business Day, such last day shall be extended to the next succeeding Business Day.

"Closing" means the consummation of the purchase and sale of the Property in accordance with the terms of this Agreement, including the delivery of the deed and all other closing deliveries and the payment of the Purchase Price, as more particularly described in the Section entitled "Closing and Closing Deliveries."

"Closing Date" means the date on which the Closing occurs, which shall be [Closing Date] or such earlier or later date as Seller and Buyer may mutually agree in writing, and in no event later than the outside date of [Outside Closing Date] unless Seller, in its sole discretion, agrees in writing to an extension.

"Deposit" means the sum of [Deposit Amount] [currency], paid by Buyer directly to Seller in accordance with the Section entitled "Non-Refundable Deposit," which sum is fully earned by Seller upon receipt, is non-refundable to Buyer except solely as expressly provided in this Agreement, and shall be credited against the Purchase Price at Closing.

"Permitted Encumbrances" means all matters affecting title to the Property that are permitted to remain at Closing pursuant to the Section entitled "Title and Permitted Encumbrances," including without limitation real property taxes and assessments not yet due and payable, all applicable zoning, land use, building, subdivision and environmental laws and regulations, all matters of record, all matters that would be disclosed by an accurate survey or physical inspection of the Property, and all matters created by or with the consent of Buyer.

"Property" means the parcel of land described in the Section entitled "Description of the Property," together with all rights, privileges, easements and appurtenances belonging thereto, but excluding any rights expressly reserved by Seller or otherwise excluded under this Agreement.

"Purchase Price" means the total consideration payable by Buyer to Seller for the Property in the amount of [Purchase Price Amount] [currency], as set forth in the Section entitled "Purchase Price and Payment at Closing."

"Title Company" means [Name of Title Company / Closing Agent], having an office at [Title Company Address], or such other title insurance company or closing agent as Seller may designate in writing, which shall act as the closing agent and, if Buyer so elects at its own cost, as the issuer of any owner's policy of title insurance.

In this Agreement, unless the context otherwise requires: headings are for convenience only and shall not affect interpretation; the singular includes the plural and vice versa; references to any gender include all genders; the words "include," "includes," and "including" shall be deemed to be followed by "without limitation"; the words "herein," "hereof," and "hereunder" refer to this Agreement as a whole; references to a Section by its title are references to the Section of this Agreement bearing that title; and no provision shall be construed against either Party by reason of such Party having drafted or proposed such provision, each Party having been represented by counsel of its choosing or having had the opportunity to obtain such representation.

The Purchase Price for the Property shall be [Purchase Price Amount in words] ([Purchase Price Amount in figures]) [currency]. The Purchase Price is a fixed, lump-sum price for the Property as a whole and is not calculated on a per-acre, per-square-foot or other unit basis.

The Deposit, having been paid directly to Seller, shall be credited against the Purchase Price at Closing. The balance of the Purchase Price, being the Purchase Price less the Deposit, and plus or minus the prorations, credits and adjustments provided for in this Agreement (the "Closing Payment"), shall be paid by Buyer in full at Closing.

The Closing Payment shall be paid by Buyer in immediately available funds by confirmed wire transfer to the account of the Title Company, or to such other account as Seller may designate in writing, not later than [time] on the Closing Date, so as to permit the Title Company to disburse the net proceeds to Seller on the Closing Date. Personal checks, cashier's checks, promissory notes and other forms of payment shall not be accepted unless Seller, in its sole discretion, consents thereto in writing.

The Purchase Price shall be paid in full at Closing without any deferral, installment, seller financing, holdback, escrow or retention of any kind, except as Seller may expressly agree in writing. Buyer acknowledges that Seller shall not provide, and Buyer's obligations under this Agreement are not conditioned upon Buyer obtaining, any financing, loan commitment or other source of funds.

The Purchase Price shall be paid without set-off, counterclaim, deduction or withholding of any kind, except for such prorations and credits as are expressly provided for in this Agreement, and except for such withholding as may be mandatorily required by applicable law, in which case Seller shall be furnished with evidence of the amounts withheld and remitted.

Buyer shall be solely responsible for any bank charges, wire fees or other costs incurred in connection with the transmission of the Closing Payment. Any delay in Seller's receipt of the Closing Payment attributable to Buyer, Buyer's lender or Buyer's financial institution shall be deemed a delay by Buyer.

No allocation of the Purchase Price among any components of the Property shall be binding upon Seller unless agreed by Seller in writing, and Buyer shall not take any position for tax or reporting purposes inconsistent with any allocation so agreed.

Subject to the terms and conditions of this Agreement, Seller agrees to sell and convey the Property to Buyer, and Buyer agrees to purchase and accept the Property from Seller, for the Purchase Price.

Buyer acknowledges and agrees that its obligation to purchase the Property and to proceed to Closing is absolute and unconditional, and is not subject to any financing, appraisal, inspection, feasibility, zoning, entitlement, permitting, environmental, title, survey or other contingency or condition precedent of any kind, other than the performance by Seller of its express obligations to be performed at Closing under the Section entitled "Closing and Closing Deliveries."

This Agreement constitutes a binding contract of purchase and sale and shall not be construed as an option, a right of first refusal, or a mere offer. Upon the execution and delivery of this Agreement by both Parties and Seller's receipt of the Deposit, Seller shall refrain from entering into any binding contract for the sale of the Property to any third party during the term of this Agreement, provided Buyer is not in default hereunder.

Seller shall not be obligated to sell or convey to Buyer any personal property, equipment, crops, timber products harvested prior to Closing, or other movable items, and any such items located on the Property as of the Effective Date may be removed by Seller at any time prior to Closing without reduction of the Purchase Price. Any such items remaining on the Property at Closing shall be deemed abandoned to Buyer without warranty of any kind.

Seller shall not be obligated to obtain any rezoning, subdivision approval, land use entitlement, permit, utility commitment or other governmental approval in connection with the sale of the Property or any intended use thereof by Buyer, and the procurement of any such approval shall be at Buyer's sole cost, risk and responsibility following Closing.

If the transfer of the Property requires the recording of a plat, the creation of a separate tax parcel, or the satisfaction of any lot split or subdivision requirement, Seller shall reasonably cooperate with Buyer at no out-of-pocket cost or liability to Seller, and the failure to complete any such process shall not excuse Buyer's obligation to close, except to the extent that applicable law prohibits the conveyance absent such process.

The Property consists of that certain parcel of land located in [City/Township], [County], [State/Province], commonly known as [Street Address or Common Designation, if any], identified by the taxing authorities as Tax Parcel Number [Parcel Identification Number], and containing approximately [Acreage] acres, more or less.

The Property is more particularly described as follows: [Insert full legal description of the land as set forth in Seller's vesting deed recorded in Book [__], Page [__] / Instrument Number [__] of the official records of [County], [State/Province]].

The Property includes, to the extent owned by Seller and without warranty except as expressly set forth in the deed to be delivered at Closing, all of Seller's right, title and interest in and to any easements, rights-of-way, privileges, hereditaments and appurtenances belonging to the land, and any land lying in the bed of any street, road or alley adjoining the land to the centerline thereof.

The following rights and interests are excluded from the Property and are expressly reserved by Seller: [describe any reserved mineral, oil, gas, water, timber, development, signage or other rights, or state "None"]. Any reservation so described shall be set forth in the deed delivered at Closing and shall constitute a Permitted Encumbrance.

The acreage, dimensions, frontage and area of the Property stated in this Agreement are approximations only and are provided for identification purposes. No variation between such stated figures and the actual acreage, dimensions, frontage or area of the Property, whether disclosed by survey or otherwise, shall entitle Buyer to any reduction or adjustment of the Purchase Price or to any other remedy.

Any improvements, fences, structures or fixtures located on the land as of the Effective Date shall form part of the Property and shall be conveyed in their then-existing condition, without any representation or warranty as to their existence, condition, compliance with law or fitness for any purpose.

In the event of any inconsistency between the street address, tax parcel number or acreage and the legal description set forth in this Section, the legal description shall control.

Within [number] Business Days after the Effective Date, Buyer shall pay the Deposit to Seller by wire transfer of immediately available funds to an account designated in writing by Seller. Time is of the essence with respect to the payment of the Deposit, and if Buyer fails to pay the Deposit in full when due, Seller may, at its option, terminate this Agreement by written notice to Buyer at any time before the Deposit is received, whereupon neither Party shall have any further obligation hereunder except for those obligations that expressly survive termination.

The Deposit shall be paid directly to Seller and not held in escrow. Seller shall have the immediate and unrestricted right to use and commingle the Deposit with its general funds, and Seller shall have no obligation to segregate the Deposit, to hold it in trust, or to pay interest thereon to Buyer.

Buyer acknowledges and agrees that the Deposit is fully earned by Seller upon receipt in consideration of Seller's execution of this Agreement, Seller's agreement to remove the Property from the market, the opportunity afforded to Buyer to investigate the Property, and Seller's forbearance from pursuing other prospective purchasers. Accordingly, the Deposit is non-refundable to Buyer under all circumstances, including Buyer's dissatisfaction with the results of any inspection, title or survey review, Buyer's inability to obtain financing or governmental approvals, any casualty or condemnation affecting the Property, or Buyer's default or failure to close for any reason.

Notwithstanding the foregoing, the Deposit shall be returned to Buyer solely in the event that the Closing fails to occur by reason of (a) Seller's willful default in its obligation to convey the Property as required by this Agreement, or (b) Seller's inability to convey title to the Property free of Monetary Liens (as defined in the Section entitled "Title and Permitted Encumbrances") and other than Permitted Encumbrances, in either case after written notice from Buyer and the expiration of the cure period provided in the Section entitled "Default and Remedies." Such return shall be Buyer's remedy as and to the extent set forth in that Section.

If the Closing occurs, the Deposit shall be credited in full against the Purchase Price.

Buyer waives any right, whether arising by statute, common law or otherwise, to recover the Deposit or any portion thereof except as expressly provided in this Section, and Buyer agrees that the non-refundable nature of the Deposit is a negotiated term that is reasonable in light of the business nature of this transaction and the value conferred upon Buyer by Seller's agreements herein.

The provisions of this Section shall survive the Closing or any termination of this Agreement.

At Closing, Seller shall convey fee simple title to the Property to Buyer by a [special warranty deed / limited warranty deed / bargain and sale deed] in recordable form (the "Deed"), warranting title only against the lawful claims of persons claiming by, through or under Seller, and not otherwise, subject only to the Permitted Encumbrances.

Buyer may, at its sole cost and expense, obtain from the Title Company a commitment for an owner's policy of title insurance covering the Property (the "Title Commitment"), together with copies of the recorded documents referenced therein. Seller shall have no obligation to furnish any title evidence, abstract or title policy, provided that Seller shall deliver to Buyer, within [number] Business Days after the Effective Date, copies of any existing title policy for the Property in Seller's possession, without representation or warranty as to its accuracy or completeness.

Buyer shall deliver to Seller written notice of any objection to matters disclosed in the Title Commitment or any survey (a "Title Objection") not later than [number] days after the Effective Date (the "Title Review Deadline"). Any matter of record or disclosed by the Title Commitment or survey as of the Title Review Deadline to which Buyer does not timely object shall be conclusively deemed a Permitted Encumbrance.

Seller shall have no obligation to cure, remove or insure over any Title Objection, to bring any action or proceeding, or to incur any expense in connection therewith, except that Seller shall, at or prior to Closing, cause to be paid, released or discharged any mortgage, deed of trust, judgment lien or other lien securing an ascertainable monetary obligation that was voluntarily created by Seller (collectively, "Monetary Liens"). Seller may satisfy Monetary Liens from the proceeds of the Purchase Price at Closing.

Within [number] Business Days after receipt of a timely Title Objection, Seller may, in its sole discretion, notify Buyer whether Seller elects to cure any objected matter other than Monetary Liens. Seller's failure to respond shall be deemed an election not to cure. In the event Seller elects or is deemed to have elected not to cure any Title Objection, Buyer shall accept title subject to such matter, which shall thereupon constitute a Permitted Encumbrance, and Buyer shall proceed to Closing without reduction of the Purchase Price.

Any title matter first arising or first disclosed of record after the Title Review Deadline and before Closing, and not caused by Buyer, shall be subject to the same objection and election procedure, provided that Buyer delivers its objection within [number] Business Days after first learning of such matter, and Seller may extend the Closing Date by up to [number] days to address such matter.

Buyer shall not cause or permit any lien, encumbrance, lis pendens or other matter to be recorded against the Property prior to Closing, and any such matter created by or through Buyer shall constitute a Permitted Encumbrance and a default by Buyer.

The cost of any owner's title insurance policy, any endorsements thereto, and any lender's title insurance policy shall be borne solely by Buyer, and the issuance of any such policy shall not be a condition to Buyer's obligation to close.

Within [number] Business Days after the Effective Date, Seller shall deliver to Buyer a copy of any existing survey of the Property in Seller's possession or control (the "Existing Survey"). The Existing Survey is furnished as an accommodation only, and Seller makes no representation or warranty whatsoever as to its accuracy, completeness, currency or suitability for any purpose, nor as to whether it may be relied upon or updated by Buyer.

Buyer may, at its sole cost and expense, obtain a new or updated survey of the Property prepared by a surveyor duly licensed in the jurisdiction in which the Property is located (the "New Survey"). Buyer shall cause a copy of any New Survey to be delivered to Seller without charge promptly upon its receipt by Buyer and, in any event, prior to the Title Review Deadline.

Any objection by Buyer to matters disclosed by the New Survey or the Existing Survey, including encroachments, boundary line discrepancies, gaps, overlaps, access deficiencies or easements, shall be made only as a Title Objection and within the time and in the manner provided in the Section entitled "Title and Permitted Encumbrances," and shall be governed exclusively by the procedures set forth therein.

The Deed shall convey the Property by the legal description set forth in the Section entitled "Description of the Property." If Buyer obtains a New Survey and the legal description derived therefrom differs from such legal description, Seller shall, at Buyer's request and cost, deliver at Closing a quitclaim deed, without warranty of any kind, conveying the Property by the survey description, provided that the survey description does not encompass any land not owned by Seller.

Seller does not warrant the location of any boundary line, corner, monument, fence, road or other physical feature of the Property, the existence or adequacy of legal or physical access to the Property, or the absence of encroachments by or upon adjoining lands. Buyer shall rely solely upon its own survey and investigations in these respects.

No discrepancy in acreage, area, dimensions or boundary location disclosed by any survey shall entitle Buyer to terminate this Agreement, to delay the Closing, or to obtain any reduction or adjustment of the Purchase Price.

From the Effective Date until the Closing, Buyer and its authorized agents, contractors and consultants may enter upon the Property, at Buyer's sole cost, risk and expense, for the purpose of conducting non-invasive inspections, studies, tests and investigations of the Property, provided that Buyer gives Seller not less than [number] Business Days' prior written notice of each entry and Seller shall have the right to have a representative present. No soil borings, drilling, environmental sampling or other invasive testing shall be conducted without Seller's prior written consent, which Seller may grant, condition or withhold in its sole discretion.

Prior to any entry upon the Property, Buyer shall deliver to Seller evidence that Buyer and each of its contractors maintain commercial general liability insurance with limits of not less than [amount] [currency] per occurrence, naming Seller as an additional insured. Buyer shall promptly restore the Property to its condition immediately prior to any entry or testing, and shall keep the Property free of mechanics' and materialmen's liens arising from Buyer's activities.

Buyer shall indemnify, defend and hold harmless Seller and its members, managers, partners, officers, directors, employees and agents from and against any and all claims, liabilities, damages, losses, costs and expenses, including reasonable attorneys' fees, arising from the entry upon or activities at the Property by Buyer or its agents, contractors or consultants, excepting only the mere discovery of pre-existing conditions not exacerbated by Buyer. This indemnity shall survive the Closing or any termination of this Agreement.

Buyer acknowledges that the results of its inspections shall not give rise to any right to terminate this Agreement, to delay the Closing, or to adjust the Purchase Price, and that Buyer's investigations are undertaken solely for Buyer's own information and benefit. Buyer shall keep the results of all inspections confidential and, if this Agreement is terminated, shall deliver copies of all third-party reports to Seller without representation or warranty and without charge.

Buyer expressly acknowledges and agrees that, except for the representations and warranties of Seller expressly set forth in the Section entitled "Representations and Warranties of Seller" and the limited warranty of title contained in the Deed, Seller has not made, does not make, and specifically disclaims any representations, warranties, promises, covenants, agreements or guaranties of any kind or character whatsoever, whether express or implied, oral or written, past, present or future, concerning the Property, including its value, quality, physical or geological condition, soil and subsurface conditions, drainage, flood zone status, wetlands, the presence or absence of hazardous substances, habitability, merchantability, fitness for a particular purpose, compliance with laws, zoning, availability of utilities, access, or suitability for any development or use.

Buyer shall purchase and accept the Property at Closing in its "AS IS, WHERE IS, WITH ALL FAULTS" condition as of the Closing Date, including latent and patent defects and environmental conditions, whether known or unknown. Any information, reports or materials furnished by or on behalf of Seller have been provided as an accommodation only, without any representation or warranty as to accuracy or completeness, and Buyer shall not rely thereon.

Effective upon Closing, Buyer, for itself and its successors and assigns, hereby waives, releases and forever discharges Seller and its affiliates, members, managers, partners, officers, directors, employees and agents from any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses, whether known or unknown, foreseen or unforeseen, arising out of or relating to the physical, environmental or legal condition of the Property, including any claim for contribution or cost recovery under any environmental law, except for claims arising from Seller's fraud or breach of the express representations and warranties set forth in this Agreement within the survival period specified herein.

Buyer acknowledges that the Purchase Price reflects and takes into account that the Property is being sold in its "as is" condition subject to the foregoing disclaimers and release, and that the provisions of this Section are a material inducement to Seller's agreement to sell the Property at the Purchase Price. The provisions of this Section shall survive the Closing and the delivery of the Deed and shall not merge therein.

Seller represents and warrants to Buyer that, as of the Effective Date, Seller is a [type of entity] duly organized, validly existing and in good standing under the laws of [jurisdiction of organization], and has full power and authority to enter into this Agreement and to consummate the transaction contemplated hereby.

Seller represents and warrants that the execution, delivery and performance of this Agreement by Seller have been duly authorized by all necessary organizational action, and that this Agreement constitutes the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to bankruptcy, insolvency and similar laws affecting creditors' rights generally and to general principles of equity.

Seller represents and warrants that, to Seller's Knowledge, Seller has not received written notice from any governmental authority of any pending condemnation proceeding affecting the Property, nor of any pending litigation against Seller that would materially impair Seller's ability to convey the Property, in each case that has not been disclosed to Buyer in writing.

Seller represents and warrants that Seller has not entered into any lease, option to purchase, right of first refusal or other agreement granting any third party a right to possess or acquire the Property that will survive Closing, other than [describe, or state "None"] and the Permitted Encumbrances.

Seller represents and warrants that Seller is not a "foreign person" within the meaning of applicable tax withholding laws, if any, governing the disposition of real property interests, and Seller shall deliver at Closing such certification thereof as may be customarily required.

As used in this Agreement, "Seller's Knowledge" means the actual, present, conscious knowledge of [Name and Title of Seller's Designated Representative], without any duty of inquiry or investigation and without imputation of the knowledge of any other person. Such individual shall have no personal liability whatsoever under this Agreement or in respect of any representation or warranty made herein.

The representations and warranties of Seller set forth in this Section shall be deemed remade as of the Closing Date, subject to any changes in facts or circumstances of which Seller notifies Buyer in writing prior to Closing. If any such change renders a representation or warranty materially untrue and such change was not caused by Seller's willful act, the same shall not constitute a default by Seller, and Buyer's sole remedy shall be to waive the matter and proceed to Closing.

If, prior to Closing, Buyer obtains actual knowledge that any representation or warranty of Seller is inaccurate and Buyer nonetheless proceeds to Closing, Buyer shall be deemed to have waived any claim arising from such inaccuracy.

The representations and warranties of Seller set forth in this Section shall survive the Closing for a period of [number, e.g., 6] months only (the "Survival Period"), after which they shall merge into the Deed and be of no further force or effect. Any claim not asserted by written notice to Seller specifying the claim in reasonable detail, and followed by the commencement of legal proceedings within [number] days after the expiration of the Survival Period, shall be forever barred.

Buyer represents and warrants to Seller that Buyer is a [type of entity] duly organized, validly existing and in good standing under the laws of [jurisdiction of organization], or, if an individual, is of legal age and competent to contract, and has full power and authority to enter into this Agreement and to consummate the transaction contemplated hereby.

Buyer represents and warrants that the execution, delivery and performance of this Agreement by Buyer have been duly authorized by all necessary action, that this Agreement constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, and that such execution, delivery and performance do not conflict with any agreement, order or judgment to which Buyer is a party or by which Buyer is bound.

Buyer represents and warrants that Buyer has, and at Closing will have, sufficient immediately available funds to pay the Purchase Price and all other sums payable by Buyer hereunder, and that Buyer's obligations under this Agreement are not contingent upon the receipt of any financing, the sale of any other property, or the occurrence of any other event.

Buyer represents and warrants that Buyer is a sophisticated purchaser experienced in the acquisition, ownership and development of real property, is acquiring the Property for business or investment purposes, and is relying solely upon its own investigations and judgment, and not upon any statement, representation or information provided by or on behalf of Seller, except as expressly set forth in this Agreement.

Buyer represents and warrants that neither Buyer nor any of its owners, affiliates, officers or directors is a person or entity with whom transactions are prohibited under any applicable sanctions, anti-terrorism or anti-money laundering laws, and that the funds used to pay the Deposit and the Purchase Price are not derived from any unlawful activity.

Buyer represents and warrants that there is no action, suit or proceeding pending or, to Buyer's knowledge, threatened against Buyer that would impair Buyer's ability to perform its obligations hereunder, and that Buyer is not the subject of any bankruptcy, insolvency or reorganization proceeding.

The representations and warranties of Buyer set forth in this Section shall be true and correct on the Effective Date and on the Closing Date, and shall survive the Closing and any termination of this Agreement without limitation as to time.

The Closing shall take place on the Closing Date through the offices of the Title Company by means of an escrowed closing, in which the Parties deliver their respective closing documents and funds to the Title Company in advance of the Closing Date, without the necessity of their physical attendance, or at such other place or in such other manner as the Parties may agree in writing.

At or prior to Closing, Seller shall deliver or cause to be delivered to the Title Company: the Deed, duly executed and acknowledged; a customary owner's affidavit as to mechanics' liens and parties in possession, in form reasonably acceptable to Seller and limited to matters within Seller's Knowledge, which shall not expand Seller's liability beyond that expressly provided in this Agreement; the non-foreign status certification referenced in the Section entitled "Representations and Warranties of Seller"; evidence of Seller's authority reasonably required by the Title Company; a closing statement executed by Seller; and such transfer tax returns and declarations as are required by applicable law to be executed by Seller.

At or prior to Closing, Buyer shall deliver or cause to be delivered to the Title Company: the Closing Payment and all other sums payable by Buyer hereunder; a closing statement executed by Buyer; evidence of Buyer's authority reasonably required by Seller or the Title Company; a certificate confirming that Buyer's representations and warranties remain true and correct as of the Closing Date; all transfer tax returns and declarations required to be executed by Buyer; and such other documents as Seller or the Title Company may reasonably require to consummate the transaction.

Seller may, by written notice to Buyer given not less than [number] Business Days before the scheduled Closing Date, extend the Closing Date one or more times for a total period not exceeding [number] days in order to obtain releases of Monetary Liens, to address any title matter, to complete any tax-deferred exchange, or to satisfy any other requirement for Closing.

Buyer shall not be entitled to extend or postpone the Closing Date without Seller's prior written consent, which Seller may withhold in its sole discretion. If Seller, in its discretion, agrees to any extension requested by Buyer, Seller may condition such consent upon payment by Buyer of an additional non-refundable deposit or extension fee in such amount as Seller may require.

The Title Company is hereby authorized and directed to record the Deed, to disburse the net proceeds of the Purchase Price to Seller, and to pay any Monetary Liens and costs chargeable to Seller from such proceeds, in each case in accordance with the closing statement approved by the Parties.

The acceptance of the Deed by Buyer shall be deemed full performance and discharge of every agreement and obligation of Seller under this Agreement, except those that are expressly stated herein to survive the Closing.

Possession of the Property shall be delivered to Buyer at Closing, upon Seller's receipt of the full Purchase Price, by delivery of the Deed, subject only to the Permitted Encumbrances and the rights of any party in possession disclosed to Buyer in writing prior to the Title Review Deadline.

Prior to Closing, Buyer shall have no right of possession, occupancy, use or control of the Property, other than the limited right of entry for inspection purposes granted in the Section entitled "Buyer's Inspection and Acceptance of Property in As Is Condition," and Buyer shall not place any improvements, materials, equipment, signage or personnel on the Property, nor commence any clearing, grading or construction, without Seller's prior written consent.

Until Closing, Seller shall retain the right to continue to use, operate and manage the Property in the ordinary course consistent with Seller's past practice, including the right to permit existing agricultural, grazing, hunting or other licensed uses, provided that any such license that would otherwise extend beyond Closing shall be terminated at or prior to Closing unless disclosed to and accepted by Buyer.

Seller shall deliver possession of the Property in substantially the same condition as existed on the Effective Date, reasonable wear and tear, natural changes, casualty, condemnation and Buyer's activities excepted, and Seller shall have no obligation to clear, grade, remove debris, demolish improvements, or perform any other work on the Property.

If any personal property of Seller remains on the Property at Closing, Seller shall have a license to enter the Property for [number] days following Closing to remove such property, failing which such property shall be deemed abandoned to Buyer as provided in the Section entitled "Agreement to Sell and Purchase."

From and after Closing, Buyer shall assume all risks and responsibilities of ownership and possession of the Property, including all obligations of maintenance, security, insurance, compliance with laws, and liability for injury to persons or property occurring on or about the Property.

Real property taxes and assessments for the tax year in which the Closing occurs shall be prorated between Seller and Buyer as of 11:59 p.m. on the day preceding the Closing Date, on the basis of the actual tax bill for such year if available or, if not available, on the basis of [the most recent available tax bill / the most recent assessed valuation and millage rate], and such proration shall be final and not subject to re-proration after Closing, except as Seller may agree in writing.

Any special assessments levied or pending against the Property as of the Closing Date that are payable in installments shall be prorated such that Seller shall be responsible only for installments due and payable prior to the Closing Date, and Buyer shall assume all installments due and payable on or after the Closing Date.

Any rollback, recapture, deferred or retroactive taxes, penalties or interest assessed by reason of a change in use, classification, ownership or zoning of the Property occurring on or after Closing, including the loss of any agricultural, forestry, open space or similar preferential tax treatment, shall be borne solely by Buyer, regardless of the period to which such taxes relate, and this obligation shall survive the Closing.

Seller shall pay the following costs in connection with the Closing: the cost of preparing the Deed; the cost of obtaining and recording releases of Monetary Liens; Seller's own attorneys' fees; and [one-half of the Title Company's escrow or closing fee / no portion of the Title Company's closing fee].

Buyer shall pay the following costs in connection with the Closing: all premiums and charges for any owner's or lender's title insurance policy and endorsements; all costs of title searches and the Title Commitment; all survey costs; all costs of Buyer's inspections and investigations; all recording fees for the Deed and any financing documents; all documentary stamp, transfer, conveyance, excise and similar taxes imposed upon the conveyance of the Property, except to the extent applicable law mandatorily imposes such tax upon the seller; [the balance of / all of] the Title Company's escrow or closing fee; and Buyer's own attorneys' fees.

Any operating expenses, utility charges, maintenance fees or association dues relating to the Property, if any, shall be prorated as of the Closing Date in the same manner as real property taxes. Any income derived from the Property prior to the Closing Date, including revenue from licenses or crops harvested before Closing, shall belong exclusively to Seller.

Each Party shall be responsible for its own income, gains, franchise and similar taxes arising from the transaction contemplated by this Agreement. Seller may elect to structure the sale as part of a tax-deferred exchange, and Buyer shall cooperate therewith at no out-of-pocket cost or liability to Buyer, including by acknowledging any assignment of this Agreement to a qualified intermediary.

Any errors or omissions in the computation of prorations at Closing shall be corrected within [number] days after Closing upon written demand, provided that no claim for correction may be asserted after the expiration of such period. The provisions of this Section shall survive the Closing.

Risk of loss or damage to the Property by fire, flood, storm, earthquake, act of God or other casualty shall remain with Seller until Closing; provided, however, that no such casualty, regardless of its extent, shall entitle Buyer to terminate this Agreement, to delay the Closing, or to obtain any reduction or abatement of the Purchase Price.

In the event of any casualty prior to Closing, Seller shall have no obligation to repair, restore or replace any portion of the Property, any improvements, timber or vegetation thereon, and Seller shall assign to Buyer at Closing, without recourse or warranty, all of Seller's right, title and interest in any insurance proceeds actually payable to Seller by reason of such casualty and not theretofore applied by Seller to emergency repairs, debris removal or the protection of the Property, less Seller's reasonable costs of collection.

Seller shall promptly notify Buyer in writing upon Seller's receipt of written notice of the commencement of any proceeding in eminent domain or condemnation affecting all or any portion of the Property, or of any conveyance in lieu thereof.

In the event of any taking or threatened taking by eminent domain or condemnation of all or any portion of the Property prior to Closing, this Agreement shall remain in full force and effect, Buyer shall proceed to Closing and pay the full Purchase Price without reduction, and Seller shall, at Closing, assign to Buyer all of Seller's right, title and interest in and to any award or compensation payable by reason of such taking, less any amounts reasonably expended by Seller in connection with the proceeding, and credit to Buyer any award theretofore actually received by Seller, net of such amounts.

Notwithstanding the foregoing, if the entire Property is taken by eminent domain prior to Closing such that no portion thereof remains to be conveyed, either Party may terminate this Agreement by written notice to the other, in which event Seller shall retain the Deposit and Seller shall assign to Buyer, as Buyer's sole recovery, the right to receive that portion of the condemnation award that exceeds the Purchase Price less the Deposit, if any, and neither Party shall have any further obligation hereunder except those that expressly survive termination.

Prior to Closing, Seller shall have the exclusive right to negotiate, settle and compromise any condemnation proceeding or insurance claim, and Buyer shall have no right to participate therein, except that Seller shall not, without Buyer's consent, which shall not be unreasonably withheld, conditioned or delayed, agree to any settlement that would become binding upon Buyer after Closing in a manner materially adverse to Buyer beyond the loss of the area taken.

Seller shall have no obligation to maintain any insurance covering the Property prior to Closing, and Buyer may, at its own cost, obtain such insurance as Buyer deems advisable with respect to its interest under this Agreement.

Buyer shall be in default under this Agreement if Buyer fails to pay the Deposit, the Closing Payment or any other sum when due, fails to deliver any of its closing deliveries, fails to close on the Closing Date for any reason other than Seller's default, breaches any representation or warranty, or fails to perform any other covenant or obligation hereunder. Buyer shall have no right to cure any failure to close on the Closing Date or to pay any sum when due, time being of the essence, and as to any other default Buyer shall have [number] days after written notice from Seller within which to cure.

In the event of Buyer's default, Seller may, at its sole election: (a) terminate this Agreement by written notice to Buyer and retain the Deposit as liquidated damages, the Parties acknowledging that Seller's actual damages in the event of Buyer's default would be difficult or impossible to ascertain with precision and that the Deposit represents a reasonable estimate of such damages and not a penalty; or (b) enforce specific performance of Buyer's obligations under this Agreement, in which event Seller shall also be entitled to recover its reasonable attorneys' fees and costs incurred in such action.

Notwithstanding the election of remedies set forth above, Seller's retention of the Deposit shall not limit Seller's right to recover from Buyer, in addition thereto, all damages, costs and expenses arising under Buyer's indemnification, restoration, confidentiality and lien-protection obligations, all of which shall survive termination, together with reasonable attorneys' fees incurred in enforcing the same.

Seller shall be in default under this Agreement only if Seller willfully fails to deliver the Deed or its other closing deliveries on the Closing Date in breach of this Agreement, or fails to cause Monetary Liens to be released at Closing, and such failure continues for [number] Business Days after Seller's receipt of written notice from Buyer specifying the default in reasonable detail; provided that Buyer has fully performed, and is ready, willing and able to perform, all of its obligations hereunder.

In the event of Seller's default, Buyer's sole and exclusive remedy shall be either: (a) to terminate this Agreement by written notice to Seller, in which event Seller shall return the Deposit to Buyer within [number] Business Days, together with reimbursement of Buyer's documented out-of-pocket third-party costs incurred in connection with this Agreement not to exceed [amount] [currency] in the aggregate, and neither Party shall have any further obligation hereunder except those that expressly survive termination; or (b) to seek specific performance of Seller's obligation to convey the Property, provided that any action for specific performance must be commenced within [number] days after the scheduled Closing Date, failing which Buyer shall be deemed to have elected the remedy described in clause (a).

Buyer hereby expressly waives any right to recover damages of any kind from Seller by reason of Seller's default prior to Closing, other than the reimbursement expressly provided above, and waives any right to record a lis pendens or notice of pendency of action against the Property except in connection with a timely and properly filed action for specific performance.

Any breach by Seller of a representation or warranty discovered after Closing shall be governed exclusively by the Survival Period and the limitations set forth in the Sections entitled "Representations and Warranties of Seller" and "Limitation of Seller's Liability."

No failure or delay by either Party in exercising any right or remedy shall operate as a waiver thereof, and no single or partial exercise of any right or remedy shall preclude any other or further exercise thereof, except to the extent this Section expressly makes a remedy exclusive or deems an election to have been made.

Notwithstanding anything to the contrary contained in this Agreement or in any document delivered at Closing, the aggregate liability of Seller arising out of or in connection with this Agreement, the Property, or the transaction contemplated hereby, including liability for any breach of representation, warranty, covenant or obligation surviving Closing, shall not exceed [amount] [currency] or [percentage]% of the Purchase Price, whichever is less (the "Liability Cap").

Seller shall have no liability for any claim arising after Closing unless and until the aggregate amount of all valid claims exceeds [amount] [currency] (the "Threshold"), in which event Seller shall be liable only for the amount by which such claims exceed the Threshold, subject always to the Liability Cap.

In no event shall Seller be liable to Buyer or any person claiming through Buyer for any consequential, incidental, indirect, special, exemplary or punitive damages, or for any lost profits, loss of business opportunity, diminution in value, development delay or costs of capital, whether arising in contract, tort, strict liability or otherwise, and whether or not Seller was advised of the possibility thereof.

The obligations of Seller under this Agreement are binding only upon Seller and its interest in the Property or, after Closing, the net proceeds of the sale actually received by Seller, and no recourse shall be had against any member, manager, partner, shareholder, officer, director, employee, agent, affiliate or representative of Seller, or against any of their respective assets, for any obligation or liability of Seller hereunder.

Buyer agrees that any recovery from Seller shall be reduced by the amount of any insurance proceeds, title insurance recoveries or third-party recoveries received by Buyer in respect of the matter giving rise to the claim, and Buyer shall use commercially reasonable efforts to pursue such recoveries before asserting any claim against Seller.

The limitations set forth in this Section shall not apply to Seller's obligation to return the Deposit when expressly required by this Agreement, nor to liability arising from Seller's actual fraud as finally determined by a court of competent jurisdiction.

The provisions of this Section shall survive the Closing or any termination of this Agreement and shall control over any inconsistent provision of this Agreement or of any document executed in connection herewith.

This Agreement and all claims or causes of action, whether in contract, tort or otherwise, arising out of or relating to this Agreement or the transaction contemplated hereby shall be governed by and construed in accordance with the laws of [Governing Jurisdiction], without regard to its conflict of laws principles, provided that matters relating to the conveyance of title and the recording of the Deed shall be governed by the law of the jurisdiction in which the Property is located.

Prior to commencing any legal proceeding, other than an action for injunctive relief or for specific performance subject to a limitations period under this Agreement, the Party asserting a dispute shall deliver written notice thereof to the other Party, and senior representatives of the Parties shall meet, in person or by video conference, within [number] Business Days after such notice and attempt in good faith to resolve the dispute. If the dispute is not resolved within [number] days after such notice, either Party may proceed in accordance with this Section.

Each Party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts located in [County, State/Province], and of any appellate courts therefrom, for the resolution of any dispute arising out of or relating to this Agreement, and waives any objection to venue in such courts and any claim that such courts constitute an inconvenient forum.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PROPERTY OR THE TRANSACTION CONTEMPLATED HEREBY.

In any action or 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 of litigation, including those incurred on appeal and in the enforcement of any judgment.

Any claim by Buyer against Seller arising out of or relating to this Agreement must be commenced within the periods specified in this Agreement or, if no period is specified, within [number] months after the date on which the claim first arose, and any claim not so commenced shall be forever barred to the extent permitted by applicable law.

The provisions of this Section shall survive the Closing or any termination of this Agreement.

All notices, demands, consents and other communications under this Agreement shall be in writing and shall be deemed given when delivered personally, one Business Day after deposit with a nationally recognized overnight courier service for next-day delivery, or upon transmission by electronic mail with confirmation of transmission, provided that a copy is sent by one of the foregoing other methods within one Business Day thereafter, in each case addressed as follows: if to Seller, to [Seller Notice Address], Attention: [Name], Email: [Email], with a copy to [Seller's Counsel Name and Address]; and if to Buyer, to [Buyer Notice Address], Attention: [Name], Email: [Email], with a copy to [Buyer's Counsel Name and Address]; or to such other address as a Party may designate by notice given in accordance with this clause. Notices may be given by a Party's counsel on its behalf.

Buyer shall not assign, transfer or encumber this Agreement or any of its rights hereunder, whether voluntarily, by operation of law or by change of control, without the prior written consent of Seller, which Seller may withhold in its sole discretion, and any purported assignment without such consent shall be void and shall constitute a default by Buyer. No permitted assignment shall release Buyer from its obligations hereunder. Seller may assign this Agreement to any affiliate, successor or qualified intermediary without Buyer's consent. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the Parties and their respective successors and permitted assigns.

Each Party represents to the other that it has not dealt with any real estate broker, finder or agent in connection with this transaction other than [Broker Name(s), or "None"] (the "Broker"), whose commission, if any, shall be paid by [Seller / Buyer] pursuant to a separate written agreement. Each Party shall indemnify, defend and hold harmless the other from any claim for commission or fee by any other broker, finder or agent claiming by, through or under the indemnifying Party. This clause shall survive the Closing or any termination of this Agreement.

This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous negotiations, letters of intent, understandings and agreements, whether written or oral. This Agreement may be amended, modified or waived only by a written instrument executed by the Party against whom enforcement is sought.

Time is of the essence of this Agreement and of each provision hereof. If any provision of this Agreement is held invalid, illegal or unenforceable, such provision shall be enforced to the maximum extent permissible and the remaining provisions shall continue in full force and effect, provided that the essential economic terms of this Agreement for Seller are preserved.

Buyer shall keep the terms of this Agreement and all non-public information concerning Seller and the Property confidential prior to Closing, and shall not disclose the same except to its attorneys, lenders, consultants and investors who need to know such information and are bound to keep it confidential, or as required by law. Buyer shall not record this Agreement or any memorandum hereof, and any such recording by Buyer shall constitute a default entitling Seller to terminate this Agreement and retain the Deposit.

This Agreement shall not be construed to confer any rights or remedies upon any person other than the Parties and their respective successors and permitted assigns. Nothing herein shall be deemed to create any partnership, joint venture or agency relationship between the Parties.

This Agreement shall not be binding upon Seller, and shall not constitute an offer by Seller, unless and until it has been executed and delivered by both Parties. 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, and signatures delivered by electronic transmission or by means of a recognized electronic signature platform shall be deemed original signatures for all purposes.

Each Party shall, at the request of the other and without further consideration, execute and deliver such further instruments and take such further actions as may be reasonably necessary to carry out the intent of this Agreement, provided that no such instrument or action shall increase the obligations or liabilities of Seller beyond those expressly set forth herein.