PURCHASE AGREEMENT FOR EMERALD CREEK RESORT CONDOMINIUMS HORIZONTAL PROPERTY REGIME PHASE I THIS AGREEMENT made by and between Smoky Mountain Par 3 Golf; LLC, hereinafter called "Seller", whose mailing address is 1670 E. Parkway, Gatlinburg, TN. 37738 , and __________________________________________ hereinafter called "Purchaser", whose mailing address is: ______________________________________________________________________________________ Telephone Numbers: Home: Fax: Business: E-mail: WHEREAS, Seller plans to construct a _64__-unit condominium project in Phase I to be known as Emerald Creek Resort Condominiums Horizontal Property Regime, (sometimes hereinafter referred to as the "Project") upon land, or a portion thereof, consisting of approximately _3.25_ acres located in SEVIER County, TN and designated as SEVIER County re-subdivision together with easements or rights for parking as shall comply with applicable ordinance of county and or state ordinances; and WHEREAS, Purchaser desires to purchase Unit No._____________(hereinafter referred to as the "Unit") of Phase I of Emerald Creek Resort Condominiums Horizontal Property Regime, a Horizontal Property Regime to be formed, as more fully described on the Plans and Specifications referred to in Paragraph 4 herein below, pursuant to the terms and conditions of this Agreement. NOW, THEREFORE, for and in consideration of the mutual promises contained in this Agreement, Purchaser agrees to purchase and Seller agrees to sell in fee simple, subject to the exceptions listed below, the Unit on the terms and conditions set forth below: TERMS AND CONDITIONS 1. PURCHASE PRICE: The PURCHASE PRICE to be paid by Purchaser to Seller for the unit is $________ ____ to be paid as follows: a. $__________ Initial deposit paid All Deposits shall be held by Mountain National Bank ("Escrow Agent") in non-interest bearing accounts. b.. $___________ Amount of mortgage loan (if any) c. $___________ Remaining balance of the purchase price due and payable at closing (in cash or certified funds).
2. DEPOSITS: The Deposit shall be held by Escrow Agent in a non-interest bearing account. At closing, the deposit shall be credited toward the purchase price. 3. FINANCING: This Agreement is subject to the following financing arrangements (if such provision is checked): a.____ It is mutually agreed by the Seller and the Purchaser that this Purchase Agreement is contingent upon the Purchaser qualifying for and obtaining a first mortgage loan in the amount as set forth in the applicable section of Paragraph 1 above. The Purchaser agrees to make diligent, truthful, and proper application to lending institutions willing to provide the mortgage loan, and to furnish such information as may be required in the processing of the urchaser's application for a mortgage loan within fifteen (15) days of notice by Seller. In addition, Purchaser acknowledges that Seller is required to provide pre-loan credit verifications of all Purchasers to the construction lender. Purchaser shall provide the financial information required within Fifteen (15) days of notice from Seller. The Purchaser further agrees that, once having obtained preliminary mortgage loan approval, he will take no deliberate action which would cause his financial position to deteriorate to the extent that his application for a mortgage loan would be subsequently denied. If Purchaser succeeds in being pre-qualified prior to construction but at the time of closing for legitimate reasons fails to qualify for a loan after applying in accordance with this paragraph, Purchaser's deposit shall be refunded in full without interest, provided however, that Seller may elect to provide a private loan to purchaser at market terms and rates in the event that an institutional lender will not provide funding. In such event, Purchaser shall be required to close or be considered in default of this agreement. In the event that Seller elects not to provide such private loan funds then this Purchase Agreement shall be deemed terminated, all earnest money deposits refunded and neither party shall have any further rights Or obligations. b._____Purchaser does not intend to apply for financing and Purchaser affirms that financing is not a contingency of this Purchase Agreement. The Purchaser agrees to provide the Seller with written proof of the available funds for Purchaser to close on the Unit. This written proof must be received by the Seller WITH IN FIFTEEN (15) DAYS of the execution of this Agreement. 4. CONSTRUCTION: Seller shall cause the Unit to be constructed substantially in accordance with the plans and specifications thereof prepared by __Doyle Jones________Architects of _Sevierville____, TN which are available at said architect's offices. 5. MASTER DEED: Seller shall provide Purchaser at closing and transfer of title with a copy of the Master Deed for Emerald Creek Condominiums Horizontal Property Regime and the Bylaws for Emerald Creek Condominiums Homeowners' Association, Inc. Purchaser agrees to abide by, and comply with, the terms and provisions of such Master Deed and Bylaws. 6. TITLE: In consideration of the conditions and covenants contained in this Agreement, Seller agrees to convey to Purchaser a marketable title in fee simple to the Unit by general warranty indenture deed subject only to the following: 6.1 All rights, covenants, conditions, restrictions and easements of record' 6.2 Taxes and assessments not yet due and payable; 6.3 Sevier County, and Tennessee ordinances, including zoning ordinances, if any; and city and county building codes and development standards, if any; 6.4 Licenses and easements of record or existing on the ground; 6.5 Master Deed, Covenants and Restrictions and By-Laws, and any amendments thereto, affecting the Unit to be recorded in the Office of the Register of Deeds for SEVIER Co, TN;
If a title insurance company which is a member of the American Land Title Association will issue a commitment to issue an owner's title insurance policy at Purchaser's expense insuring the title to the Unit in an amount equal to the Purchase Price (which owner's title insurance policy will have as exceptions only standard exceptions and those exceptions as are herein agreed and set forth), Seller shall be deemed to be able to convey a marketable title in fee simple. If, at the Closing, Seller cannot deliver a general warranty deed to the Unit subject to the exceptions above and standard exceptions, Seller shall have the right to extend the Closing for an additional thirty (30) days to comply with the requirements of this paragraph. 7. SELLER'S RESERVATION OF FLEXIBILITY: The Seller reserves the right to make architectural, structural or design changes as it deems necessary or desirable, which may be occasioned by expediency, practicability or as commonly accepted in the construction industry in general, or as required by governmental authorities, which make no substantial change in the size or floor plan of the Unit without consulting Purchaser. In addition, Seller expressly reserves the right to make substitutions of materials, appliances, products or brand names, provided such substitutions are of substantially equal quality to those shown in the plans, as determined solely by Seller. Seller cannot guarantee a firm completion and availability date for any uncompleted Unit. Seller shall make every reasonable and diligent effort to meet or exceed estimated construction schedules; however, Seller shall not be obligated to make, provide or compensate for any accommodations or costs to Purchaser or any other damages as a result of construction or other delays. Further, such delays shall not serve to cancel, amend or diminish any of the Purchaser's obligations herein undertaken. ALL MAPS, BROCHURES AND PLANS ARE PURELY FOR PLANNING AND ILLUSTRATION PURPOSES AND ARE NOT TO BE RELIED UPON AS THE FINAL MAPS FOR RECORDING. SELLER SHALL BE OBLIGATED FOR AND PURCHASER SHALL RELY SOLELY UPON THE PLANS AND PLATS THAT ARE OR WILL BE RECORDED WITH THE MASTER DEED. COPIES OF THE PLANS AND PLATS SHALL BE AVAILABLE TO THE PURCHASER FOR INSPECTION IF HE OR SHE SO DESIRES. 8. CLOSING COSTS: The Seller shall pay for the preparation of the deed. The Purchaser shall pay for any and all other closing costs, including but not limited to, recording fees, prepaid items, Purchaser's attorney's fees and title insurance premiums. The Purchaser shall also pay at the Closing: advance assessments for hazard and liability insurance; assessments, be they special or otherwise, in advance for Association Dues, an initial Capital Contribution to the Association equal to two months' homeowner's association dues which shall not be prepaid Association dues; and ad valorem taxes for the pro rata portion of the calendar year during which Purchaser holds title to the Unit. 9. CLOSING: Purchaser shall close the purchase of the Unit within ten (10) days after he is notified by Seller that the Seller is prepared to tender title. In the event Purchaser fails to take title pursuant to the provisions of this Agreement, the Seller may, at Seller's option cancel this Agreement, or in the alternative, Seller may bring any proceeding or action afforded to Seller by law or in equity. In the event Seller elects to cancel this Agreement as hereinabove provided, Seller may retain all monies paid by Purchaser as liquidated damages. Except as set forth in this section, Seller will complete the Units in Phase I of the Project within _1yr 6___ months of the date of this Purchase Agreement, and the only allowable excuse for the Seller's failure to meet this completion schedule shall be an excuse which is legally recognizable as a defense for nonperformance under the Agreement due to impossibility, such as excuses based upon the acts of others or circumstances beyond Seller's control, including, without limitation, war, legal action, national strike, major tropical storm, or other acts of God. Notwithstanding the foregoing, Seller shall not be obligated to construct the Unit which is the subject of this Agreement unless Seller has entered into Purchase Agreements for the sale of at least eighty percent (80%) of the Units in Phase I of the Project within one hundred eighty days (180) from the date of execution by a purchaser of the first Purchase Agreement for the sale of a Unit in that particular phase. If Seller has not entered into a Purchase Agreement for the sale of Units representing at least eighty percent (80%) of the Units in the Project within one hundred eighty (180) days from the date the first purchaser in the Project signs a Purchase Agreement, Seller may terminate this Agreement, at its option, in which case all deposits paid hereunder shall be refunded to Purchaser without interest, and neither party shall have any further rights or obligations pursuant to this Agreement. The acceptance of a Deed by the Purchaser shall be deemed to be a full performance and discharge of every agreement and obligation on the part of the Seller. Purchaser shall not be entitled to possession of the Unit or any portion thereof until conclusion of closing. Buyer's Initials_______ Seller's Initials________
10. WARRANTY: For a period of one (1) year from the date of closing, Seller will, at no cost to Purchaser, repair or replace any portion of the Unit, except for fixtures and appliances covered by a manufacturer's warranty, which are defective as to materials or workmanship. Seller's liability is expressly limited to such repair or replacement, and SELLER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF HABITABILITY, WORKMANSHIP,
MERCHANTABILITY OR FITNESS FOR A PARTICULAR OR INTENDED PURPOSE. SELLER IS NOT RESPONSIBLE FOR ANY CONSEQUENTIAL DAMAGES PROXIMATELY CAUSED BY BREACH OF WARRANTY, THE SELLER'S TOTAL LIABILITY BEING THE COST OF REPLACEMENT OR REPAIR, AND PURCHASER WILL NOT BE ENTITLED TO ANY COMPENSATION FOR LOST RENTAL INCOME OR INCONVENIENCE. Completion of minor punch list items shall not be grounds for withholding funds or for Purchaser's refusal to close the purchase of the Unit. 11. NOTICE: Any notice or communication which may be given or is required to be given under the terms of this Agreement shall be in writing, and mailed to the respective party at the address set forth in Paragraph 1 above, which mailing shall constitute full and complete notice to the other party. 12. NO OTHER REPRESENTATIONS: All prior understandings and agreements between the parties hereto are merged into this Agreement, which fully and completely expresses the parties' agreement, and the same is entered into after full investigation, neither party relying upon any statement or representation not embodied in this Agreement made by the other. Purchaser represents that he is purchasing this Unit for his personal use and enjoyment and that no representations have been made to him concerning the economic or tax advisability of this purchase. 13. MODIFICATION OF AGREEMENT: This Agreement may not be changed or modified, absent some subsequent written instrument executed by both parties to this Agreement. 14. BENEFIT: This Agreement shall be binding upon the parties, their heirs, successors, executors, or administrators, but the rights of the Purchaser may not and shall not be assigned to any party, persons, or entity, without the express written consent of the Seller. However, Seller may assign its rights and obligations pursuant to this agreement.
15. DEFAULT: If Purchaser shall default in any of the terms and conditions hereof, and such default shall continue for a period of five (5) days after notice sent by registered mail by the Seller to the Purchaser at the above address, the Purchaser shall, at the option of the Seller, lose any and all rights under this Agreement, and all deposits shall be retained by Seller as liquidated damages, together with any interest earned thereon, if any. If the Seller shall default under the terms and conditions hereof, the Purchaser may elect to have all deposits paid hereunder returned, together with any interest earned thereon, if any, as liquidated damages. In addition to the remedies set forth herein, either party may exercise any other legal and/or equitable rights available under applicable law, including specific performance. 16. NO REPRESENTATIONS: The Purchaser acknowledges and agrees that the Unit has been marketed without any representations regarding rental arrangements, rental pools or other similar services whereby emphasis was/is placed on the future economic benefits to the Purchaser from the managerial efforts of the Seller or any other party arranged for by the Seller. In addition, the Unit has been marketed without any representations regarding required or guaranteed resale arrangements or other similar services whereby emphasis was/is placed on the economic benefits to the Purchaser to be derived from the resale efforts of the Seller or any party arranged for by the Seller. Buyer's Initials_______ Seller's Initials________
In the event the Purchaser elects to rent his Unit, it is understood and acknowledged by the parties hereto that the Purchaser may handle the rental of his Unit or he may contract with the real estate agency of his choice. 17. TIME IS OF THE ESSENCE: It is expressly understood and agreed that time is of the essence as to all obligations hereunder, including the Purchaser's obligation to obtain a mortgage commitment and provide the lending institution with all information requested. 18. TELEPHONE AND CABLE TELEVISION SYSTEMS: Purchaser acknowledges that the telephone and cable television systems for the project may be retained by Seller or Seller's assigns and those systems if retained, will be owned by Seller or Seller's assigns and not by Purchasers of Emerald Creek Condominiums Horizontal Property Regime. Purchaser acknowledges that Purchaser will be responsible for payment of the charges for the telephone service provided. Fees for cable television service may be included in Homeowners Association Assessments. Further, at the time of closing, Purchaser agrees to pay Seller a telephone and/or cable installation fee of $_________. 19. ADDITIONAL PHASE OR PHASE~: The Seller has every intention of constructing additional phases of the Emerald Creek Condominiums. However, in the event that Seller cannot complete said additional phases, then that portion of Lot ___ allocated for such phase(s) shall remain the property of the Seller and not subject to the Emerald Creek Condominiums Horizontal Property Regime. In the event the Seller determines that an additional phase or phases beyond the initial ______ phases planned would be economically advisable, in its sole discretion, the Seller reserves the right, but shall not be obligated, to add additional phase(s). In no event shall Lot ____contain more than a total of _____ units. In addition, the Seller, in its sole discretion, may add an additional tract of land to the development in which case yet additional units may be added in future phases. In no case shall the total project exceed _____ units. In the event an additional phase(s) is constructed, it/they may be added to and merged with the initial horizontal property regime and homeowners association, and the purchasers of Units in such additional phase(s) shall have all the rights and obligations, to include the use of the common elements, as those initial Unit purchasers and owners. Should an additional phase(s) be added, then the percentage of ownership in the common elements of all owners would be diminished, so that at all times, the total ownership in the project, as completed, would total one hundred (100%) percent. 20. PROPERTY: The property on which the Project is to be constructed is currently owned by Seller but is subject to an agreement whereby Seller will acquire same prior to closing. 21. ASSIGNMENT: This Agreement may be assigned to any person or entity by Purchaser without the express written permission of Seller. Seller may assign this agreement as may be required in the normal course of Seller's business. 22. GOVERNING LAW. This Purchase Agreement shall be governed by the laws of the State of Tennessee.
Buyer's Initials_______ Seller's Initials________
IN WITNESS WHEREOF, the parties hereto have executed this Agreement this day of WITNESSES: PURCHASER:_________________________________
SELLER: Smoky Mountain Par 3 Golf; LLC, By:__________________________ Its Manager ________________________Sales Agent
Buyers Signature ____________________________
Phone_______________________ Cell _______________________ Email______________________
Buyers Signature _____________________________
Phone________________________ Cell________________________ Email________________________ Fax________________________
Buyer's Initials_______ Seller's Initials___