CONTRACT TO BUY AND SELL REAL PROPERTY THIS CONTRACT TO BUY AND SELL REAL PROPERTY (“Contract”) is entered into on _______________, 2009 (“Effective Date”), by and between: M. THOMAS ARCENEAUX (“Seller”), husband of Elizabeth Montgomery Arceneaux, but dealing herein with his separate and paraphernal property, whose address is 828 East Kings Highway, Shreveport, Louisiana 71105; and ____________________________________________________, husband and wife (“Buyer,” whether one or more), whose mailing address is ________________, ____________________________. FOR AND IN CONSIDERATION of the mutual obligations set forth in this Contract, Seller and Buyer agree as follows: 1. Property:. Seller agrees to sell and Buyer agrees to buy the following described property (“Property”), having municipal address of 828 East Kings Highway, Shreveport, Louisiana 71105: Lot One (1) of Georgian Manor, Unit No. 2, a subdivision of Shreveport, Caddo Parish, Louisiana, as per plat thereof recorded in Book 2100, Page 127, of the Conveyance Records of Caddo Parish, Louisiana, being a resubdivision of Georgian Manor, a subdivision of Shreveport, Caddo Parish, Louisiana, as per plat thereof recorded in Book 2000, Page 249, of the Conveyance Records of Caddo Parish, Louisiana, together with all buildings and improvements thereon. 2. Price: The purchase price (“Purchase Price”)for the _____________________________________________________________ ($______________.00), payable in cash at closing. Property is DOLLARS
3. Deposit: Upon full execution of this Contract by Seller and Buyer, Buyer shall deposit with Sunbelt Title Company (the "Escrow Agent") the sum of ______________________ ($___________.00) cash or other form of certified funds approved by Escrow Agent as a deposit (the "Deposit") to secure Buyer's performance of its obligations under this Contract. The Deposit shall not be considered earnest money and shall be applied to the Purchase Price at Closing. Escrow Agent shall place said Deposit in Escrow Agent's non-interest bearing sales escrow account and shall not be responsible or liable to Buyer for any loss of the Deposit caused by the failure, suspension, bankruptcy, etc. of the financial institution in which the Deposit has been placed. 4. Property Inspections: Buyer is hereby advised by Seller that Buyer should use due diligence in making its own inspections of the condition of the Property, and that Buyer should satisfy itself that the Property is suitable for Buyer's intended use and purpose. Accordingly, Buyer, at Buyer's option and expense, shall have until _____________________, 2009 (the "Inspection Period"), to conduct inspections of the Property desired by Buyer. During said Inspection Period, Buyer and its agents shall also have the right to enter onto the Property to
conduct boundary and topographical surveys, soil tests, structural, roof, foundation, mechanical or any other inspections deemed necessary or appropriate by Buyer in his sole discretion, flood plain analysis, and any other inspections reasonably required by Buyer. All such inspections shall be done at times and in a manner that will not interfere with the Seller’s use of the Property. Any damage caused to the Property resulting from said inspections shall be immediately repaired by Buyer, at Buyer's expense, to the condition of the Property on the Effective Date. Buyer shall indemnify and hold Seller harmless from all liabilities, claims, damages, liens, costs and expenses in connection with said inspections. During the Inspection Period, Seller shall cooperate with Buyer in connection with the inspections and agrees to make available to Buyer or permit Buyer to inspect any information in Seller's possession that may be reasonably requested by Buyer relating to the Property which may be reasonably necessary to complete such inspections. 5. Buyer's Right to Terminate as a Result of Inspection: If, during the Inspection Period, Buyer determines that the Property has any physical condition that is objectionable to Buyer, then Buyer shall, prior to the expiration of the Inspection Period, notify Seller of said objection and specify what, if anything, can be done to cure said objection. Seller, at Seller's expense, shall have the right, but not the obligation, for a period of ten (10) days immediately following Buyer's notice or until the Closing Date, whichever shall sooner occur, to attempt to cure said objection(s). If Seller is unable or unwilling to cure said objection to Buyer's satisfaction within said ten (10) days, Buyer shall then have the right and option exercisable prior to closing: (i) to waive the objection, accept the Property in its "as is" condition and proceed to close this Sale, subject only to any other remaining terms and conditions of this Contract; or (ii) by giving proper notice as called for herein, to declare this contract null and void, and receive the Deposit in full, thus relieving Buyer and Seller from any further obligations under this Contract. If Buyer fails to take any action with respect to said option then Buyer shall be deemed to have waived the objection(s) and shall be obligated to purchase the Property subject to the uncured objection(s). In the event Buyer fails to notify Seller of any objections prior to the expiration of the Inspection Period, then Buyer shall be deemed to have accepted the condition of the Property, and furthermore, Buyer shall be deemed to have waived the right to object to any matters to which Buyer failed to timely object relating to the condition of the Property, in which case Buyer and Seller shall be obligated to proceed to close this sale, subject only to any other remaining terms and conditions of this Contract. 6. Title Matters: At the Closing, Seller shall deliver to Buyer a warranty deed conveying to Buyer a good, valid, merchantable and insurable title to the Property, free and clear of all mortgages and liens. Buyer, at Buyer's expense, shall have up to thirty (30) days immediately following the Effective Date of this agreement to cause Sunbelt Title Company to issue a commitment for title insurance for the Property and to obtain a survey of the Property and notify Seller of any title defects and the requirements necessary to cure same ("Title Examination Period"). Seller, at Seller's expense, shall have up to ten (10) days immediately following said notice or up to the Closing, whichever shall sooner occur, to cure any title defects and shall make a reasonable, good faith effort to do so (the "Title Curative Period"). If, during said Title Curative Period, Seller is unable to cure the title defects or make same insurable to Buyer's satisfaction, Buyer shall then have the right and option, exercisable on or before the Closing: (i) to waive the title curative requirements, accept the title and its defects in its "as is" condition and
proceed to close this sale, subject only to any other remaining terms and conditions of this Contract; or (ii) by giving proper notice as called for herein, to declare this Contract null and void and receive the Deposit in full thus relieving Buyer and Seller of any further obligations under this Contract. If Buyer fails to take any action with respect to said option, then Buyer shall be deemed to have waived the uncured title objection(s) and shall be obligated to purchase the Property, subject to the uncured title objection(s). Seller and Buyer shall execute additional affidavits and documents reasonably required by the closing attorney, title company or escrow agent in accordance with customary real estate closing practices (i.e. Title Company affidavit regarding payment of bills and absence of mechanic's liens; non-foreign affidavit, closing statement, affidavits of identity). 7. Implied Waiver of Objections by Buyer: If Buyer fails to notify Seller within the time allowed for, of any defects in title or objections to the physical condition of the Property or of any other matters which Buyer may have the right to object to as may be stated herein, Buyer shall be deemed to have waived any objection to such matters, which shall relieve Seller of any further obligations related thereto, in which case Buyer and Seller shall be obligated to proceed to close this sale, subject only to any other remaining terms and conditions of this Contract. 8. a. Conditions to Closing: The closing of the sale is conditioned on the following: Sellers having good and merchantable title to the Property;
b. Buyer having made inspection of the Property and found it to be in normal condition and repair, fit for use for its intended purpose, normal wear and tear excepted; c. Sellers furnishing a certificate of current date from a licensed and bonded company showing no visible evidence of current infestation or of unrepaired prior damage from termites or other insects. 9. Closing Costs: Buyer and Sellers shall each pay one-half of the closing costs associated with the sale, including the cost of the termite certificate, but Buyer shall pay all closing costs associated with any loan or financing of any part of the Purchase Price. Taxes and other like charges shall be prorated as of closing. 10. Closing: The closing (“Closing”) shall occur on or before ________________, 2009. Buyer will be entitled to possession at closing. The Closing shall take place in the offices of Sunbelt Title Company, 2250 Hospital Drive, Suite 100, Bossier City, Louisiana, unless otherwise agreed to by Seller and Buyer. 11. Waiver of Redhibition and Defects: Buyer shall take the Property in “AS IS” condition. The deed conveying the Property shall contain a waiver of redhibitory vices or defects substantially in the form of the following: BUYER TAKES THE PROPERTY “AS IS”, WITH FULL WAIVER OF ALL WARRANTIES OF FITNESS OR CONDITION OF THE PROPERTY FOR ANY PURPOSE WHATSOEVER, INCLUDING ANY WARRANTIES
AGAINST REDHIBITORY VICES OR DEFECTS. BUYER HAS HAD SUFFICIENT OPPORTUNITY TO INSPECT THE PROPERTY AND TO SATISFY HIMSELF ABOUT ITS CONDITION. 12 Mineral Reservation: The Seller will reserve all oil, gas and other minerals from the transfer, but shall not be entitled to use the surface of the property for any mineral exploration or related activities. The Warranty Deed shall contain the following reservation: Seller hereby reserves from this transfer all oil, gas and associated hydrocarbons or constituents that can or may be produced through the bore of a producing oil or gas well, excluding, however, coalbed methane gas and its associated hydrocarbons on, under or that may be produced and saved from the Property. In the exercise of its rights under this mineral reservation, Seller shall not be entitled to disturb the surface of the Property, and the Seller shall not engage in subsurface mining or other mineral exploration of the Property that might cause subsidence. Seller shall not use the surface of the Property for any drilling or production purposes, including but not limited to drilling, completion, reworking, laying or operations of pipelines, or any other activity, it being the intention of the Seller and the Buyer that any activities relating to prospecting for, exploration or production of the minerals reserved herein shall be conducted on property other than the Property. 13. Fixtures, Etc.: The Property will include all permanently installed and built-in appliances and all other fixtures, equipment or devices that are affixed to the Property or any building thereon, except the following specific items: Chandelier in Dining Room (Owner will provide $500 allowance for replacement), washer and dryer and other items not permanently affixed to the Property. 14. No Realtor or Broker: Sellers and Buyers each certify that no realtor or similar party has been involved in this transaction, and no fees or commissions are due to any agent, broker, finder or similar person. 15. Default: Failure or refusal of either Buyer or Seller to fulfill and perform their respective obligations as stated herein shall cause said party to be in default of this Contract. a. If Seller defaults in its obligations, Buyer shall have the right to: (i) by giving proper notice as called for herein, declare this Contract null and void, and receive a refund of the Deposit in full, thus relieving Buyer and Seller of any further obligations under this Contract; or (ii) seek specific performance of this Contract or pursue any other remedy available pursuant to applicable law, including reasonable attorneys fees, damages and any other relief provided by law. b. If Buyer defaults in its obligations, Seller shall have the right to: (i) by giving proper notice as called for herein, declare this contract null and void and receive the Deposit in full as liquidated damages, thus relieving Buyer and Seller of any further obligations under this contract; or (ii) seek specific performance of this Contract or pursue any other remedy available
pursuant to applicable law, including reasonable attorney fees, damages and any other relief provided by law. c. The Deposit shall be disbursed from the escrow account holding said Deposit, only upon the mutual consent of both Buyer and Seller, or by court order, however, if due to default, a dispute arises between Buyer and Seller and they do not mutually agree to the release of the Deposit, the Deposit may be placed in the registry of a court of proper jurisdiction and venue, pending a final determination as to the entitlement to the deposit. 16. Legal Fees: If Buyer or Seller should employ an attorney to enforce any provisions of this contract or to protect his or her interests in any matter arising under this contract, or to recover damages for breach of this contract, the prevailing party on any such issue brought in a court of competent jurisdiction shall be entitled to recover from the non-prevailing party all of its reasonable costs, damages and expenses, including reasonable attorney fees, expended or incurred in connection therewith in addition to any other relief provided by law. 17. Miscellaneous: This Contract shall be binding upon and shall inure to the benefit of the parties hereto, and their respective heirs, successors, assigns, and legal representatives. Time is of the essence of this contract and all conditions hereof. This Contract, including any exhibits and amendments attached hereto, constitutes the entire understanding and agreement between Buyer and Seller and supersedes all prior and contemporaneous agreements, understandings, negotiations, offers, promises and discussions, whether oral or written, and there are no warranties, representations or agreements between Buyer and Seller in connection with this Contract or transaction contemplated herein, except as set forth herein. This Contract and the rights and obligations of the Parties hereto shall be governed by and construed in accordance with the laws of the State of Louisiana. The captions and headings in this contract are for convenience and reference only and the words contained therein shall in no way be held to define or add to the interpretation, construction or meaning of any provision of this Contract. All provisions of this Contract are distinct and severable. If any provision is held to be invalid or unenforceable, that shall not affect the validity or enforceability of the remaining provisions hereof. No waiver of any breach of any term or condition of this Contract shall be deemed a waiver of any prior or later breach of any other term or condition of this Contract. All warranties, representations and indemnities contained herein, if any, shall, as applicable, survive the Closing. As used herein, any gender shall include all genders. Words used in the singular may include the plural, and vice versa.
THUS DONE AND SIGNED on _______________, 2009. SELLER: __________________________________ M. Thomas Arceneaux BUYERS __________________________________ __________________________________