THIS CONTRACT, made and entered into on day of, 20, by and among [hereinafter called "Seller"] and [hereinafter called "purchaser"], is as follows:

Transcription

1 STATE OF UTAH COUNTY OF SUMMIT PURCHASE CONTRACT THIS CONTRACT, made and entered into on day of, 20, by and among [hereinafter called "Seller"] and [hereinafter called "purchaser"], is as follows: 1. Description of property and conditions of sale. Seller agrees to sell and convey, and Purchaser agrees to purchase, all that tract or parcel of land located in the County of Summit, State of Utah, herein called the "Property," and more particularly bounded and described in Exhibit "A" attached hereto and by this reference made a part hereof, together with a private easement to access said Property. The Property is not subject to any lease, and no tenant will be in possession on the closing date. 2. Purchase price. The Purchaser shall pay for the Property that is to be conveyed the sum of $ in cash or certified check, with $ to be paid in advance as Earnest Money and the balance to be paid in full at the closing, upon the delivery of the deed by Seller. In the event that this transaction fails to close and Purchaser is not at fault in such failure, then the Purchaser shall be entitled to recover its Earnest Money from Seller. 3. Insurance. Risk of loss or damage to the Property by fire or other casualty until the delivery of the deed to Purchaser shall be continued in Seller, and Seller does and shall continue to insure the Property against such loss or damage. Any amount recovered by Seller for such loss or damage prior to delivery of the deed hereunder shall, at Purchaser's option, be paid over to Purchaser or, if adjustment of the loss thereunder shall not have been made, Seller shall assign to Purchaser all of such policies of insurance and all Seller's rights and claims thereunder. 4. Deed. Seller shall convey Purchaser good and marketable, fee simple title to the Property by delivery of a properly executed general warranty deed, subject to all easements, covenants, encumbrances, restrictions, and reservations appearing of 1

2 record covering the Property if they are still in force and effect as of the closing date. Seller shall also deliver to Purchaser Title Insurance. (c) Purchaser shall have thirty (30) days after the last execution hereof in which to search title to Property and in which to furnish Seller with a written statement of any title objections affecting the marketability of said title. Seller shall have thirty (30) days after receipt of such objections to satisfy all valid title objections and if Seller fails to satisfy such valid objections within such 30-day period, then, at the option of Purchaser, evidenced by written notice to Seller, given within five (5) days after the expiration of said 30-day period, Purchaser (i) may choose to rescind this Contract, where upon neither party shall have any further obligations or rights hereunder, or (ii) may elect to close and shall receive the deed required herein from Seller irrespective of such title objections. Prior to the time of closing and delivery of the deed, Purchaser or its agents shall have the right to go on the Property to make engineering inspections at reasonable times. Purchaser shall furnish Seller with copies of any reports rendered as a result of such inspections. Purchaser agrees that the engineering inspections will be made in a manner that will not unduly interfere with the use of the Property by Seller, and Purchaser agrees to indemnify and hold Seller harmless against any property damage or personal injury resulting from such activities on Property. 5. Apportionment of expenses and costs. (c) Seller shall pay for the Title Report and Title Insurance. Purchaser shall pay for the deed and deed preparation costs, all inspections and recording costs. Taxes and casualty insurance shall be apportioned and paid pro rata as of the closing date. 6. Miscellaneous. This Contract constitutes the entire agreement between the parties hereto and it is understood and agreed that all undertakings and agreements heretofore had between these parties are merged herein. No representation, promise, or inducement not included herein shall be binding upon any party hereto. The terms "Seller" and "Purchaser" shall be construed in the plural, and the appropriate gender will be read into all pronouns used herein to reference any of said parties whenever the sense of this Contract so requires. This Contract may not be changed orally, but only by an agreement in writing, signed by Purchaser and Seller. 2

3 (c) Notices given pursuant to this Contract shall be in writing, delivered in person or by certified mail, return receipt requested, addressed to the mailing addresses given herein. The time of postmark shall be deemed the time of receipt of mailed notices. (1) If to the Purchaser: (2) If to the Seller: (d) (e) (f) (g) (h) (i) (j) The provisions of this Contract shall inure to the benefit of and shall be binding upon the parties hereto and their respective heirs, successors and assigns and the legal representatives of their estates, as the case may apply. The word "closing" or words of similar import as used in this Contract shall be construed to mean the originally fixed time and closing date specified herein or any adjourned time and date provided herein or agreed to in writing by the parties. Time is of the essence in this Contract. Seller and Purchaser agree that such papers as may be legally necessary to carry out the terms of this Contract shall be executed and delivered by such parties at closing. Whenever possible, each provision of this Contract and any other related document shall be interpreted in such manner as to be valid under applicable law; but, if any provision of any of the foregoing shall be invalid or prohibited under said applicable law, such provision shall be ineffective to the extent of such invalidity or prohibition without invalidating such document. This Contract and each and every related document is to be governed by, and construed in accordance with, the laws of the State of Utah. Possession of Property shall be granted to Purchaser no later than the date of closing. This Contract may not be assigned by Purchaser. 3

4 (k) In the event Purchaser elects at any time in the future to sell this Property, described herein at Exhibit "A," the Seller shall, for a period of sixty days, have the first right of refusal to purchase for itself said Property at the current fair market value. This clause shall survive the closing date hereof and subsequent conveyance of this Property. 7. Closing date. This Purchase Contract shall be closed at the Summit County Courthouse, Coalville, Utah at (time and date). IN WITNESS WHEREOF, the parties hereto set their respective hands and affixed their seals the day and year first indicated above. PURCHASER By:_ SELLER By:_ STATE OF UTAH ) ) ss SUMMIT COUNTY ) The foregoing instrument was acknowledged before me this day of, 20, by, the. STATE OF UTAH ) ) ss SUMMIT COUNTY ) NOTARY PUBLIC Residing at: My Commission Expires: The foregoing instrument was acknowledged before me this day of, 20, by, the. NOTARY PUBLIC Residing at: My Commission Expires: 4

5 EXHIBIT "A" Property Description 5