AGREEMENT OF SALE by cWlFtF5

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									AGREEMENT OF SALE

THIS AGREEMENT OF SALE, dated___________________ ,2007, by and between,

_______________________ hereinafter referred to as "Seller", and__________
_
_________________________     hereinafter referred to as "Buyer".

WITNESSETH:

1.      Property. The seller hereby sells to the Buyer, and the Buyer purchases from the seller, at
the price, and upon the terms and conditions hereinafter set forth, that tract of land (the "Land",
together with all structures or buildings thereon (the "Building"), and all advantages and
appurtenances thereunto belonging, situated in
Anne Arundel county, Maryland, and known as_____________________                     ,
being depicted on the attached Exhibit A. The Land and the Building, together with all appliances and
other items of personal property that are owned by the Seller and are located in the Building and used
in connection with the operation thereof, including are hereinafter collectively referred to as the
"Property". The Land and the Building are shown on the plat attached hereto as a part hereof and
labeled Exhibit A.

2.     Purchase Price. The purchase price for the Property is________
______ and no/100 Dollars ($_______________), payable as follows:
(a) A deposit in the amount of_________________________ and no/100 Dollars,
($             ) has been paid in cash by the Buyer on the date hereof. This deposit is to
be held in escrow by ____________________________________                 and placed in
an escrow account with no interest accruing. At closing the deposit shall be paid over to the Seller
and credited against the purchase price
(b)    The balance of the purchase price shall be payable in cash or by certified or cashier's check at
closing, or by wired funds or escrow account check of a reputable attorney or title company.

3. Representations of Seller: The seller makes the following representations and warranties to the
Buyer, which shall survive the closing and the delivery of the deed and bill of sale for the Property to
the Buyer.
(a)    The seller is, and will be, to and including the closing Date (as hereinafter defined), in
compliance with each and every undertaking on its part under all outstanding leases of the Property
or any part thereof (the "Leases") and all service contracts affecting the Property or any part thereof
(the "Service contracts"), if any. To the best of Seller's knowledge as of the date hereof the tenants
under any Leases and the parties providing services under any Service contracts have each
compiled with all material undertakings on their respective parts to be performed. The seller will give
the Buyer prompt written notice or any material default by any tenant under any Leases or any party
to any service Contracts occurring subsequent to the date hereof and prior to the closing Date to the
extent Seller acquires knowledge thereof.




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(b)     There are no laws, statues, ordinances, building or use restrictions, or zoning regulations
applicable to the Property which prohibit any of the uses presently being made thereof, and none of
such uses constitute, In whole or in part, a nonconforming use. The seller will give the Buyer prompt
written notice of any such law, statute, ordinance, restriction or regulation arising subsequent to the
date hereof and prior to the closing Date to the extent Seller acquires knowledge thereof.

(c)     At the closing, except for any Leases and any service Contracts, there will be no contracts
affecting the Property or any part thereof. At the closing there will be no contracts or agreements for
the management of the Property, or any part, thereof, and there will be no leasing commission due or
owing In connection with any lease or on account of any tenancy or occupancy of any portion of the
Property.

(d)     The Seller has no knowledge of any actions, suits or proceedings which have been instituted
or threatened against or affecting the Property, at law or in equity, or before any federal, state or
municipal governmental commission, board, bureau, agency or instrumentality which will materially
adversely affect the value, occupancy, use or operation of the Property. The seller will give the Buyer
prompt written notice of any such action, suit or proceeding arising subsequent to the date hereof and
prior to the Closing Date to the extent Seller acquires knowledge thereof.

(e)    The Seller has duly and validly authorized, executed and delivered this Agreement, and
neither the execution and delivery of this Agreement, nor its performance are restricted by or violate
any contractual or other obligation of the seller.

(f)     There are no assessments for public improvements against the Property which remain unpaid,
including, without limitation, those for construction of sewer or water lines or mains, streets, sidewalks
and or curbs.

(g)    The seller has not, subsequent to January 1, 2000, received a notice of reassessment of the
property, or any part thereof. The Seller will give the Buyer prompt written notice of any such notice
received by the Seller subsequent to the date hereof-and prior to the Closing Date.

(h)  To the best of the Seller's knowledge, all improvements on Property lie within the boundaries
shown on Exhibit A and do not encroach on any other property or violate any setback requirements.

(i)   The documents and information to be delivered by the Seller to the Buyer pursuant to
paragraph 4 and 5(a) below will be complete, accurate and not misleading.

   (j) From the date of this Agreement to the Closing date the Seller will comply with the Seller's
       obligations contained in paragraph 5(b) below.




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4.      Delivery of Certain Material to Buyer. Promptly, but in no event later than fifteen (15) days
following the date hereof the Seller shall deliver to the Buyer the following:

(a)    A true and complete copy of all owner's policies of title insurance, if any, previously obtained
by the Seller with respect to the Property.

(b)    All surveys and engineering or similar reports in the Seller's possession relating to the
Property.

(c)     Copies of all Service Contracts and all Leases together with a summary of each Lease
specifying (i) the tenant's name, (ii) the premises leased, (iii) the lease term (including any renewal
rights), (iv) the rent and the date through which rent has been paid, (v) the extent of tenant's
responsibility for the payment of utility costs, taxes, expenses, and escalation, (vi) a listing of all
commission, rebates, allowances or free rent given to the tenant, and (vii) the amount of any security
deposit held by the seller with respect to the lease.

(d)   True copies of the income and expenses statements for the Property for the calendar years of
2006 and 2007 year to date.

(e)    Copies of all notices of any building code, OSHA, MOSHA, or other violations relating to the
Property which is uncorrected, if any, and a description of any building code or other violation of
which the Seller is aware.

(f)    The names and addresses of all contractors who have performed maintenance or repair work
or have made studies or estimates with respect to the maintenance, repair or restoration of the
Property or correction of any building code or other violations together with copies of all studies,
estimates, plans and specifications in the Seller's possession for such maintenance, repair,
restoration or code violations.

(g)     Copies of all building plans and specifications for the Property which are in the Seller's
possession.
A listing of the Personal Property, together with a listing of all items or security interests of others with
respect thereto.
Seller for any Tenant unobtainable which shall survive settlement. After reviewing the information, the
Buyer shall provide a list of Tenants to remain or to be vacated by settlement.
The Buyer shall provide the Seller an estoppel certificate that the Seller for any Tenant un-obtained
which shall survive settlement.




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5.         Additional undertakings of the Seller.

(a)     The seller shall give to the Buyer and its agents, engineers and other representatives, full
access to the Property during normal business hours, upon reasonable notice, during the period prior
to the Closing Date. During such period the seller shall furnish to the Buyer all information concerning
the Property which the Buyer may reasonably request. The Buyer may, at its sole expense, make
such engineering and other studies of the Property prior to the closing Date as it may deem
necessary.

(b)     The seller agrees that, from the date of this Agreement to the closing date, it will: (i) operate
the Property only in the ordinary and usual manner and that it will not enter into any new lease or any
renewal or amendment of any of the Leases without written consent of the Buyer; (ii) not become a
party to any service contract or similar agreement with respect to or affecting the Property without the
prior written consent of the Buyer; (iii) not cancel (except for nonpayment of rent or other material
breach), modify, or amend any of the Leases or accept the surrender thereof, without the prior written
consent of the Buyer; (iv) maintain, at its expense, all existing fire and extended coverage policies
covering the Property. (v) use reasonable effort to require all tenants occupying the Property to
comply with all material obligations on their respective parts to be performed pursuant to their
respective leases. (vi) keep the Property in good condition and repair. The consent of the Buyer to
those matters specified in this paragraph 5(b) shall not be unreasonably withheld by Buyer.

6.     Miscellaneous Adjustments and Pro-rations. The following adjustments and pro-rations shall
be adjusted between the parties on the closing Date. The provisions of paragraph 6(a), 5(c) and 6(e)
shall survive the Closing and the delivery of the deed for the Property to the Buyer.

     (a)     All rentals collected by Seller up to the Closing Date which are allowable to the period
     commencing with the Closing Date shall be paid to the Buyer. Any rentals which have accrued to
     and remain unpaid as of the closing Date shall belong to the seller, and shall be remitted to seller
     as and when collected by the Buyer. Rents collected by the Buyer after the Closing Date shall be
     applied first to current rent due and then to past rent starting with the most recent delinquency. All
     rents collected prior to the Closing Date for taxes and expenses under escalation clauses in the
     Leases, shall be paid over to the Buyer at Closing if such taxes or expenses remain unpaid on the
     Closing Date. All rents collected after the Closing date for taxes and expenses under escalating
     clauses in the Leases shall be paid over to Seller, if Seller has paid such taxes or expenses prior
     to the closing Date. For the purposes of this subparagraph all rentals shall be apportioned on a
     daily basis using the number of the days in the month in which the closing Date occurs.

     (b)      All security deposits, if any, collected by the seller from the tenants of the Property, shall be
              paid by the seller to the Buyer on the closing Date.




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All utilities shall be adjusted and apportioned as of the Closing Date.
All taxes, general or special, and all other public or governmental charges or assessments against the
premises, which are not payable by Tenants under tax escalation provisions in the Leases, which are
or may be payable on an annual basis (including Metropolitan District, sanitary Commission or other
benefit charges, assessments, liens or encumbrances for sewer, water, drainage or other public
improvements completed or commenced on or prior to the date hereof, or subsequent thereto), shall
be adjusted and apportioned as of the closing Date and shall be assumed and paid thereafter by the
Buyer, whether assessments have been levied or not as of the closing date.

(e)    All amounts paid or payable under Service Contracts shall be adjusted and apportioned as of
the closing Date.
The costs of state and local documentary stamps, excise taxes and recordation taxes shall be paid
one-half (1/2) by the Buyer (1/2) by the Seller.

7.     Damage to or Taking of Property Prior to closing Date. The risk of any loss of or damage to the
Property or the taking of the Property or any part thereof by eminent domain prior to the closing Date
shall be borne by the seller. In the event that the Property or any portion thereof is damaged or
destroyed prior to the Closing Date by fire or other casualty or there is a threatened taking of any
portion thereof by eminent domain:

(a)     If, in the judgment of the Buyer, the damage or destruction will require the expenditure of more
than Twenty Five Thousand Dollars ($25,000.00) to repair and/or if such threatened taking is likely, in
the judgment of the Buyer, to result in an award of Twenty Five Thousand Dollars ($25,000.00) or
more, then the Buyer shall have the right to terminate this Agreement by giving written notice thereof
to the seller on or before the expiration often (10) days following the giving of written notice by the
Seller to the Buyer of such damage or threatened taking; or

(b)    If this Agreement is not terminated by the Buyer pursuant to the provisions of subparagraph
(a) above, then this Agreement shall remain in full force and effect, and the Closing the Seller shall
assign all its rights, title and interest in and to the Insurance proceeds and condemnation of awards to
the Buyer, less any amounts required to reimburse Seller for expenses of repair or restoration.

8.     Buyer's contingencies. The obligation of the Buyer to purchase the Property pursuant to the
provisions of this Agreement is contingent upon the following (any or all of which may be waived, in
whole or in part, by the Buyer).

(a)    The Buyer, within thirty, (30), days after the date of satisfactory completion of paragraph 8b
below, having obtained from a lending institution, a commitment for a first purchase money mortgage
loan, secured by the Property, in the
principal amount of not less than______________________ Dollars ($_______
_____), at an interest rate not to exceed____percent ___%) per annum, and
repayable in equal monthly installments of principal and interest amortized over Twenty (20) years,
with the unpaid principal balance due or re-negotiable in Five (5) years.




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(b)      The Buyer, within thirty (30) days after the date the seller shall have furnished the Buyer with
all of the information required to be furnished by the seller pursuant to paragraph I hereof, being
satisfied, in its sole and absolute judgment, (i) that the Building, including the mechanical, electrical
and plumbing systems thereof, are sound and in good working order, (ii) that the Leases and
Services contracts, if any, are bona fide arms length agreements, and (iii) that Property will generate
sufficient income so that it will be economically feasible for the Buyer to purchase the Property and
operate It for the uses presently being made thereof.

(c)    The Buyer being satisfied, in its Sole and absolute judgment, that none of the matters
occurring subsequent to the date hereof and prior to the closing Date as to which Seller is required to
give the Buyer written notice pursuant to the requirements of subparagraphs (a), (b), (d) and (g) of
paragraph 3 hereof, shall have any material adverse affect upon the value of the Property or the uses
presently being made thereof.

(d)     . The Buyer being satisfied, in its sole and absolute judgment, that the Property has not been
used for the storage and/or disposal of hazardous materials, is not the subject of any judicial or
administrative proceeding regarding environmental hazards or other such matters and that the
building has not been constructed with any materials which would, under present law or regulation,
constitute a health risk or environmental hazard. The Buyer shall pay for the standard initial cost of
and environmental analysis. In the event the environmental engineer recommends additional studies
or clean up, these costs shall be paid by the Seller, or the Seller may terminate the contract within 72
hours of receiving the report
In the event the Buyer shall give the Seller timely written notice of non-fulfillment of any or of all the
above contingencies, the deposit referred to in subparagraph 2(a), including all interest thereon shall
be promptly refunded to the Buyer and this Agreement shall thereupon become null and void, at law
and in equity.

9. Closing. Closing shall be held at the Offices of (to be determined) and Attorney at Law, located in,
Anne Arundel County, Maryland within thirty (30) days after the satisfactory completion of paragraph
8(b) above. At Closing, the seller shall deliver, or cause to be delivered, to the Buyer, upon payment
by Buyer to Seller of the balance of the purchase price, the following, (copies of which shall be
delivered to Buyer in a reasonable period of time prior to the Closing Date).

(a)    A deed to the Land and Building, containing covenants of special warranty, against
encumbrances and further assurances, which shall convey to Buyer a good and merchantable fee
simple title to the Land and Building, subject however to the current Leases.. The deed shall be
recorded at the expense of the Buyer.

(b) As assignment of all current Leases, Service Contracts and security deposits. Such assignment
shall contain an assumption by Buyer of Seller's obligations under the Current Leases and Service
Contracts.




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(c) To the extent assignable, an assignment of any existing certificates of occupancy or other
licenses issued by applicable governmental authorities with respect to the Property.

(d) Any other documentation reasonably required to consummate the Buyer's purchase of the
Property.

10.   Possession. Possession of the Property shall be given to Buyer at the time of closing of the
Property.

11.     Seller's Exclusive Remedy. In the event of default by the Buyer in the consummation of the
purchase of the Property in accordance with the terms of this Agreement, the deposit referred to in
sub-paragraph 2(a), shall be paid over to the Seller as liquidated damages and not as a penalty. It is
agreed that damages would be difficult or impossible to ascertain and that the deposit is a fair
estimate of the damages. The Seller shall have no other remedy in the event of the Buyer's default, at
law or in equity

12.     Buyer's Remedies, In the event the Seller should be in default of any obligation on its part to
be performed hereunder or in the event any representation or warranty of Seller should be false, or in
the event any condition or obligation referred to in paragraphs 4, 5, and 8 shall not shall not be
satisfied within the time period specified, then in addition to any other remedy available at law or in
equity, the Buyer shall be entitled to cancel this Agreement and to receive the immediate return of the
deposit referred to in sub-paragraph 2(a), including the interest thereon.

13.     Real Estate Brokers. The Seller recognizes____________________. (the
"Broker") as the broker negotiating this Agreement and agrees to pay it a real estate commission as
set forth in a separate agreement. The Buyer warrants and represents to the Seller that the Buyer has
not used the services of any other real estate broker, agent or finder other then the Broker. In reliance
of this warranty and representation of the Buyer, the Seller agrees to hold the Buyer harmless against
all claims by any real estate broker, agent or finder for a commission or fee arising out of the
transactions contemplated by the Agreement. The provisions of this paragraph 13 shall survive
Closing and the delivery of the deed and bill of sale to the Property.

14.    Notice. Any notice to be given to a party under this Agreement shall be deemed to given on
the date hand delivered to the party, or on the second business day following the date when
deposited in the United States mail, postage prepaid, certified mail, return receipt requested,
addressed to the:

Seller at:    __________________________




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Buyer at:    ___________________________
             ___________________________
             ___________________________
             ___________________________

with copy to: ___________________________
              ___________________________
              ___________________________


15.    Agreement Binding. This agreement shall be binding upon, and shall inure to the benefit of, the
parties hereto and their respective heirs, personal representatives, successors and assigns.

16.    Time of the Essence. Time shall be of the essence of this Agreement.
In WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and their
seals affixed as of the day and year first above written.



___________________                            ______        _______________________
Witness:                                        Date:         Buyer:

___________________                            ______        _______________________
Witness:                                        Date:         Seller:




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