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					§ 53.78 Purchase and Sale Agreement for Real Estate (Non–Condominium)

                            PURCHASE AND SALE AGREEMENT

                                 This      day of      20

1.     PARTIES         ___________________________________

       ADDRESSES      hereinafter called SELLER, agrees to sell and

       AND MAILING     ____________________________________

                      _____________________________________
                      _____________________________________

               hereinafter called BUYER, agrees to buy, upon the terms set forth, the
               following described premises ("the Premises"):



2.     DESCRIPTION _____________________________________
                   _____________________________________
                   and being all of the land owned by SELLER on or off           in   , MA.
                   For SELLER's title see copy of deed attached hereto.



 3.      BUILDINGS, STRUCTURES, IMPROVEMENTS, FIXTURES               Included in the sale as
a part of the Premises are the buildings, structures, and improvements now thereon, and
the fixtures belonging to SELLER and used in connection therewith including, if any, all
wall-to-wall carpeting, drapery rods, automatic garage door openers, venetian blinds,
window shades, screens, screen doors, storm windows and doors, awnings, shutters,
furnaces, heaters, heating equipment, stoves, ranges, oil and gas burners and fixtures
appurtenant thereto, hot water heaters, plumbing and bathroom fixtures, garbage
disposers, electric and other lighting fixtures, mantels, outside television antennas,
fences, gates, trees, shrubs, plants, and, only if built in, refrigerators, air conditioning
equipment, ventilators, dishwashers, washing machines and dryers; and
______________________________________________________________________
_______________________________________________________________________
and all rights, privileges, and appurtenances pertaining to the Premises, including any and
right, title, and interest in and of SELLER in and to immediately adjacent parcels, streets,
alleys, and rights-of-ways; SELLER's interest in and to all licenses and permits with
respect to the Premises, if any, and all surveys and building plans and/or specifications;
and SELLER's interest in all third party warranties or guaranties, if any, relating to the
Premises or fixtures owned by SELLER and located on and/or attached to the Premises.
Any additional items which are included in the sale hereunder for no additional monetary
consideration or excluded from the sale hereunder are set forth in an exhibit attached
hereto labeled "Other Included and Excluded Items."



 4.    DEED, TITLE The Premises are to be conveyed by a good and sufficient warranty
deed running to BUYER, or to the nominee designated by BUYER by written notice to
SELLER at least seven         days before the deed is to be delivered as herein provided,
and said deed shall convey a good and clear record and marketable title thereto, free from
encumbrances, except



               (a)    Provisions of existing building and zoning laws;

                (b)    Existing rights and obligations in party walls which are not the
subject of written agreement;

                (c)     Such taxes for the then current year as are not due and payable on
the date of the delivery of such deed;

             (d)    Any liens for municipal betterments assessed after the date of this
agreement, but With the regard to liens for betterment assessments, any lien for
assessments which SELLER has elected to pay in installments shall be paid in full at
Closing by SELLER, regardless of when the installment would otherwise be due;

               (e)    Easements, restrictions and reservations of record, if any, so long
as the same do not prohibit or materially interfere with the current use of said Premises
and provided such easements, restrictions and reservations of record do not prohibit the
construction of improvements on any unimproved portion of the Premises; and

               (f)




 5.     PLANS If said deed refers to a plan necessary to be recorded therewith SELLER
shall deliver such plan with the deed in form adequate for recording or registration, such
plan to be endorsed by the             Planning Board "Approval under the Subdivision
Control Law not required" or to contain the certificate of a registered land surveyor
pursuant to M.G.L. c. 41 § 81X.
 6.     REGISTERED LAND        In addition to the foregoing, if the title to the Premises is
registered, said deed shall be in form sufficient to entitle BUYER to a Certificate of Title
of the Premises, and SELLER shall deliver with said deed all instruments, if any,
necessary to enable BUYER to obtain such Certificate of Title.



7.     PURCHASE         The agreed purchase price for the Premises is

       PRICE                         dollars, of which

               $         has been paid as a deposit this day and

               $

               $          are to be paid at the time of delivery of the deed, such payment to
be in bank, certified or treasurer's checks on Boston clearing house funds at the option of
BUYER subject to SELLER's option to have such payment wire transferred to SELLER's
bank account in a Massachusetts bank, such options to be exercised by BUYER or
SELLER by notice as provided herein at least five (5) business days before the Closing.

               $ _______

                Total



 8.     TIME FOR DEED DELIVERY OF PERFORMANCE Such deed is to be delivered at
o'clock        . M. on           , the                day of        , 20 , at the     ,
unless otherwise agreed in writing. It is agreed that time is of the essence of this
Agreement. Notwithstanding the provisions of Clause 8 to the contrary, in the event the
attorney for BUYER's lender is unable to close BUYER's loan transaction at the Closing,
SELLER agrees that the Closing may be extended to a time and date designated by
BUYER but in no event later than the tenth (10th) business day after the Closing for
performance and that such attorney may change the place for delivery to his office. In
addition, and notwithstanding any provisions to the contrary, in the event BUYER shall
receive and accept a loan commitment and BUYER is unable to perform in timely
manner because of the delays caused by the proposed mortgage lender, by lender's
counsel or by the closing attorney, or because of delays caused by SELLER performing
any acts agreed upon, or other circumstances affecting BUYER's principals or BUYER's
attorney, then BUYER shall be entitled to a reasonable extension for the time for
performance in order to accommodate the schedules of BUYER, the lender, the lender's
counsel or BUYER's attorney, such extensions not to exceed five (5) days in the
aggregate.
 9.      POSSESSION AND CONDITION OF PREMISES Full possession of the Premises free
of all tenants and occupants, except as herein provided, is to be delivered at the time of
the delivery of the deed, the Premises to be then (a) in the same condition as they now
are, reasonable use and wear thereof excepted, and (b) not in violation of said building
and zoning laws, and (c) in compliance with provisions of any instrument referred to in
clause 4 hereof. BUYER shall be entitled to personally enter the Premises prior to the
delivery of the deed in order to determine whether the condition thereof complies with
the terms of this clause.



10.     EXTENSION TO CONFORM MAKE PREMISES PERFECT TITLE If SELLER shall be
unable to give title or to make conveyance, or to deliver possession of the Premises, all as
herein stipulated, or if at the Closing the Premises do not conform with the provisions
hereof, then SELLER shall use reasonable efforts to remove any defects in title, or to
deliver possession provided herein, or to make the Premises conform to the provisions
hereof, as the case may be, in which event the Closing shall be extended for a period of
up to thirty (30) days as determined by SELLER. BUYER agrees that reasonable efforts
shall not require SELLER to expend more than $                       ,     exclusive      of
attorney's fees. In addition to the foregoing, SELLER shall have the affirmative
obligation to pay or otherwise secure the discharge, or obtain the release, of: (i) any and
all voluntary mortgages and other voluntary liens and encumbrances and/or real estate
taxes existing as of Closing and (ii) any other municipal betterments which are liens
existing as of the date of this Agreement.



               [or]



               If SELLER shall be unable to give title or to make conveyance, or to
deliver possession of the Premises, all as herein stipulated, or if at the Closing the
Premises do not conform with the provisions hereof, BUYER shall have the option,
exercisable by written notice to SELLER at least         ( ) business days prior to the
Closing, to either (a) have all payments made hereunder forthwith refunded to BUYER
together with interest thereon at    percent ( %) per annum from the date of payment
until paid, and all other obligations of the parties hereto cease and this Agreement to
become void without recourse to the parties hereto or (b) proceed with this Agreement
and accept a deed to the Premises subject to any defects in title or any other failure to
comply with the provisions of this Agreement subject to a reduction in the agreed
purchase price of the amount, not to exceed percent ( %) of the agreed purchase price,
estimated by BUYER's mortgage lender to be the cost of removing such defects or
otherwise bringing the Premises into compliance with the provisions hereof, such
estimate to be in such lender's reasonable judgment and to be binding on the parties
hereto.




11.      FAILURE TO PERFECT TITLE PREMISES OR MAKE CONFORM, ETC.            If    at    the
expiration of the extended time SELLER shall have failed so to remove any defects in
title, deliver possession, or make the Premises conform, as the case may be, all as herein
agreed, or if at any time during the period of this agreement or any extension thereof, the
holder of a mortgage on the Premises shall refuse to permit the insurance proceeds, if
any, to be used for such purposes, then any payments made under this agreement shall be
forthwith refunded and all the other obligations of the parties hereto shall cease and this
agreement shall be void without recourse to the parties hereto.



12.     BUYER'S ELECTION TO ACCEPT TITLE BUYER shall have the election, at either the
original or any extended time for performance, to accept such title as SELLER can
deliver to the Premises in their then condition and to pay therefore the purchase price
without deduction, in which case SELLER shall convey such title, except that in the
event of such conveyance in accord with the provisions of this clause, if the Premises
shall have been damaged by fire or casually insured against, then SELLER shall, unless
the SELLER has previously restored the Premises to their former condition, either

              (a)    pay over or assign to BUYER, on delivery of the deed, all amounts
recovered or recoverable on account of such insurance, less any amounts reasonably
expended by SELLER for any partial restoration, or

               (b)     if a holder of a mortgage on the Premises shall not permit the
insurance proceeds or a part thereof to be used to restore the the Premises to their former
condition or to be so paid over or assigned, give to BUYER a credit against the purchase
price, on delivery of the deed, equal to said amounts so recovered or recoverable and
retained by the holder of the said mortgage less any amounts reasonably expended by
SELLER for any partial restoration.



13.    ACCEPTANCE OF DEED             The acceptance of a deed by BUYER or his
nominee as the case may be, shall be deemed to be a full performance and discharge of
every agreement and obligation herein contained or expressed, except such as are, by the
terms hereof, to be performed after the delivery of said deed.
14.     USE OF MONEY TO CLEAR TITLE           SELLER may, if SELLER so desires, at the
Closing, use all or part of the purchase price to clear the title of any encumbrances or
interests provided that all instruments necessary for this purpose are recorded by and at
the expense of SELLER simultaneously with the deed or at such later time as shall be
reasonably acceptable to BUYER and provided further, with respect to discharges of
mortgages from insurance companies, banks and credit unions, such discharges may be
recorded within a reasonable time after the recording of the deed.



              [or]



               Notwithstanding the provisions of Clause 4 to the contrary, (a) if at the
Closing there are outstanding monetary encumbrances on the Premises held by a lending
institution or mortgage company which encumbrances were placed on the Premises by
SELLER, or, were assumed by SELLER when SELLER acquired the Premises, and (b) at
said time for performance the total amount necessary to pay off all of such monetary
encumbrances is less than an amount equal to the agreed purchase price less SELLER's
closing costs, including without limitation brokerage fees or commissions on the sale,
Massachusetts deed stamps and recording fees for curative documents, SELLER shall use
such portion of the purchase money as is necessary to pay off all such monetary
encumbrances and BUYER shall accept title subject to such undischarged encumbrances,
provided, BUYER or BUYER's lender or such lender's attorney has, at said time,
received written assurances or other assurances satisfactory to BUYER's lender or such
lender's attorney from all holders of such encumbrances that recordable instruments to
discharge such encumbrances in full will be sent to BUYER promptly following the
holders receipt of specified funds.



15.     INSURANCE Until the delivery of the deed, SELLER shall maintain insurance
on said Premises as follows:

       Type of insurance     Amount of Coverage

       (a) Fire and Extended Coverage       In present amounts

       (b)

16.    ADJUSTMENTS Collected rents, mortgage interest, water and sewer use charges,
operating expenses (if any) according to the schedule attached hereto or set forth below,
and taxes for the then current fiscal year, shall be apportioned and fuel value shall be
adjusted, as of the day of performance of this agreement and the net amount thereof shall
be apportioned and fuel value shall be adjusted, as of the day of performance of this
agreement and the net amount thereof shall be added to or deducted from, as the case
may be, the purchase price payable by BUYER at the time of delivery of the deed.
Uncollected rents for the current rental period shall be apportioned if and when collected
by either party.

               Unless paid by SELLER by separate check, there shall be deducted from
the balance due SELLER at the Closing the following:

               (a)    Massachusetts and any county deed excises;

               (b)    Balance of brokerage fees due from SELLER;

             (c)    Cost of recording discharges            and   releases   of   monetary
encumbrances and any title curative documents;

               (d)     Amounts required to discharge outstanding mortgages as of the
next business day after the later of the Closing or the deed to BUYER is recorded; and

              (e)    Lender's or BUYER's attorneys' fee for procuring discharges of
outstanding mortgages.



17.     ADJUSTMENTS OF UNASSESSED AND ABATED TAXES                   If the amount of said
taxes is not known at the time of delivery of the deed, they shall be apportioned on the
basis of the taxes assessed for the preceding fiscal year, with a reapportionment as soon
as the new tax rate and valuation can be ascertained; and, if the taxes which are to be
apportioned shall thereafter be reduced by abatement, the amount of such abatement, less
the reasonable cost of obtaining the same, shall be apportioned between the parties,
provided that neither party shall be obligated to institute or prosecute proceedings for an
abatement unless herein otherwise agreed.



18.    BROKER'S FEE A Broker's fee for professional services of $            is due from
SELLER to       and      but only if, as, and when the purchase price is paid to SELLER
and a deed to BUYER is recorded.



               [or if one broker]

                 A Broker's fee for professional services of $  is due from SELLER to
but only if, as, and when the purchase price is paid to SELLER and a deed to BUYER is
recorded.
               [or if no broker]

              As represented in Clause , there is no broker involved in the purchase of
said Premises hereunder and therefore there is no brokerage fee contemplated to be paid
by SELLER.



19.    BROKER(S) WARRANTY             The Broker(s) named herein    warrant(s) that the
Broker(s) is(are) duly licensed as such by the Commonwealth of Massachusetts.



20.      DEPOSIT        All deposits made hereunder shall be held by SELLER's attorneys,
, [or by      ] in a Federally-insured, interest bearing account, subject to the terms of this
Agreement. The escrow agent holding the deposit pursuant to the provisions hereof will
not be liable for any action or nonaction taken in good faith in the performance of such
agent's duties hereunder, but shall be liable only for such agent's own willful default or
misconduct. In the event of any dispute relating to the right of possession or disposition
of the deposit, the escrow agent shall retain dominion and control over the same until
such dispute shall have been settled by mutual written agreement of BUYER and
SELLER with instructions to the escrow agent, whereupon the deposit will be paid over
in accordance with such mutual agreement; or if such dispute is taken to a court of
competent jurisdiction, the deposit will be paid over unto the custody of such court or
otherwise paid over in accordance with the final order, decree or judgment of such court.
Any and all expenses incurred by the escrow agent as a result of any dispute over the
deposit shall be paid to the escrow agent and any such payment shall be the joint
obligation of SELLER and BUYER. All interest earned on such deposit shall accrue to
and be paid at the Closing to SELLER and BUYER as follows, but if BUYER fails to
fulfill BUYER's agreements hereunder all accrued interest shall be paid to SELLER and
if SELLER is unable to perform SELLER's obligations hereunder, all accrued interest
shall be paid to BUYER:

                    SELLER      %     BUYER       %



21.     BUYER'S DEFAULT DAMAGES If BUYER shall fail to fulfill BUYER's obligations
and agreements herein, all deposits made hereunder shall be retained by SELLER as
complete damages and shall be SELLER's sole remedy and recourse in law or at equity,
SELLER and BUYER hereby agreeing that the deposit hereunder, being        ( ) percent
of the agreed purchase price, is a reasonable forecast of SELLER's losses that would
result if BUYER were to breach this Agreement, which losses could result from
SELLER's inability to resale the Premises for the same agreed purchase price due to any
number of presently undeterminable factors.



22.    RELEASE BY HUSBAND OR WIFE          SELLER's spouse hereby agrees to join in
said deed and to release and convey all statutory and other rights and interests in the
Premises.



23.    BROKER AS PARTY         The Broker(s) named herein join(s) in this agreement and
become(s) a party hereto, insofar as any provisions of this agreement expressly apply to
the Broker(s), and to any amendments or modifications of such provisions to which the
Broker(s) agree(s) in writing.



24.    LIABILITY OF TRUSTEE, SHAREHOLDER, BENEFICIARY, ETC. If           SELLER         or
BUYER executes this agreement in a representative or fiduciary capacity, only the
principal or the estate represented shall be bound, and neither the SELLER or BUYER so
executing, nor any shareholder or beneficiary of any trust, shall be personally liable for
any obligation, express or implied, hereunder.



25.    WARRANTIES AND REPRESENT- ATIONS               BUYER acknowledges that BUYER
has not been influenced to enter into this transaction nor has he relied upon any
warranties or representations not set forth or incorporated in this agreement or previously
made in writing, except for the following additional warranties and representations, if
any, made by either SELLER or the Broker(s):




26.     MORTGAGE CLAUSE CONTINGENCY BUYER's obligations hereunder shall be
subject to BUYER obtaining on or before             , 20 (the "Financing Date"), a firm
written commitment for a first mortgage direct reduction loan to be secured only by the
Premises for not more than $ for not more than years at prevailing interest rates and
with reasonable and customary terms, but not extraordinary conditions which BUYER
can not reasonably satisfy, and obliging such lender to issue funds for the net proceeds of
such loan as required by SELLER under Clause 7, after applying to one mortgage lender.
In the event that BUYER does not notify SELLER of BUYER's inability to obtain such a
mortgage commitment before 5:00 p.m. on the Financing Date, it shall be conclusively
presumed that BUYER has obtained such mortgage commitment and the contingency
contained in this Clause shall be deemed to be waived. In the event BUYER gives notice
to SELLER on or before 5:00 p.m. on the Financing Date of BUYER's inability to obtain
such a mortgage commitment as provided above, then this Agreement shall automatically
terminate and become null and void and without recourse to any party hereunder, and all
deposits and interest on such deposit shall be forthwith refunded to BUYER.



27.    CONSTRUCTION OF AGREEMENT              This instrument, executed in multiple
counterparts, is to be construed as a Massachusetts contract, is to take effect as a sealed
instrument, sets forth the entire contract between the parties, is binding upon and inures
to the benefit of the parties hereto and their respective heirs, devises, executors,
administrators, successors and assigns, and may be cancelled, modified or amended only
by a written instrument executed by both SELLER and BUYER. If two or more persons
are named herein as BUYER their obligations hereunder shall be joint and several. The
captions and marginal notes are used only as a matter of convenience and are not
considered a part of this agreement or to be used in determining the intent of the parties
to it.



28.    LEAD PAINT LAW          The parties acknowledge that, under Massachusetts law,
whenever a child or children under six years of age resides in any residential Premises in
which any paint, plaster or other accessible material contains dangerous levels of lead,
the owner of the Premises must remove or cover said paint, plaster or other material so as
to make it inaccessible to children under six years of age.



29.     SMOKE DETECTORS SELLER shall, at the time of the delivery of the deed,
deliver a certificate from the fire department of the city or town in which the Premises are
located stating that the Premises have been equipped with approved smoke detectors in
conformity with applicable law.



30.    CONDITIONS It shall also be a condition of BUYER's obligation to purchase the
Premises that at the Closing:

              (a)    all appliances and systems in the Premises are in satisfactory
operating condition;

               (b)        , on which the Premises front, is a public way or there is
appurtenant to the Premises the perpetual right and easement of record to use   and
any and all other roads leading to the nearest public way for all purposes for which streets
and ways are now or may hereafter be used in the Town of                   , including without
limitation access on foot or in motor vehicles thereon and installation and use thereon and
therein of utility service lines for water, electricity, sewer, cable television and telephone
service;

                (c)    the Premises are served by municipal water, or, if not, by a private
well, and that the quantity and quality of the water furnished thereby is adequate to serve
a single family residence;

              (d)     the Premises are served by a municipal sewer system, or, if not, the
septic system for the Premises lies wholly within the boundaries of said Premises and
complies with Title 5 of the Massachusetts Environment Code;

               (e)     no portion of the Premises is subject to (i) General Laws, Chapter
131, Sections 40 and 40A, relative to the filling, dredging or alteration of wetlands, (ii)
zoning provisions, ordinances or regulations of the municipality relative to wetlands,
flood plains, watershed districts or similar classifications, (iii) zoning provisions,
ordinances or regulations of the municipality relative to conservation, land preservation
or similar classifications, and (iv) zoning provisions, ordinances or regulations of the
municipality relative to historic district restrictions or similar restriction;

               (f)   the Premises comply with applicable zoning, building and
subdivision laws and regulations without variance, special permit or nonconforming use
exception; and

                 (g)   BUYER can obtain an owner's policy of insurance insuring title to
said Premises in BUYER, free from encumbrances except as set forth in Clause 4 of this
Agreement and for standard exceptions and other exceptions, including but not limited to
takings, assessments and orders, as are routinely taken in ALTA Owner's policies, issued
by a title insurance company qualified to do business in Massachusetts.



31.    REBA STANDARDS           Any matter or practice arising under or relating to this
Agreement which is the subject of a title standard or a practice standard of the Real Estate
Bar Association of Massachusetts in effect on the date of this Agreement shall be covered
by such title standard or practice standard to the extent applicable.



32.    BROOM CLEAN CONDITION SELLER shall deliver the Premises at the Closing in
broom clean condition, removing all of SELLER's personal property and trash with the
exception of personal property included in the purchase price.
33.    ACCESS        BUYER, BUYER's agents and BUYER's mortgagee shall have the
right of access, upon 24 hours notice and during reasonable hours, to enter on the
Premises for the purpose of all reasonable inspections, including but not limited to
measurements and appraisals.



34.     UST AND CHLORDANE             Represents and warrants to BUYER that, to the best
of SELLER's knowledge, information and belief, (a) there are no underground storage
tanks or other subsurface facilities on the Premises and (b) chlordane has not been used
as a pesticide on said Premises. The provisions of this Clause shall survive the Closing.



35.     AFFIDAVITS AND CERTIFICATES       At the Closing, SELLER shall execute and
deliver to BUYER the following documents:

              (a)    an affidavit stating that SELLER is not a foreign person under
Internal Revenue Code Section 1445;

                (b)    an affidavit to BUYER and BUYER's title insurance company
certifying that there are no parties in possession of the Premises and that no work has
been done on the Premises which would entitle anyone to claim a mechanic's or
materialman's lien with respect to said Premises;

              (c)     Internal Revenue Code Section 1099B Forms and W–9 Forms;

               (d)      an affidavit representing there is no urea formaldehyde foam
insulation on or in the Premises;

             (e)     a smoke detector certificate pursuant to the requirements of
M.G.L., Chapter 48 Section 26F; and

                (f)    any other affidavits and certificates customarily required by
BUYER's mortgagee and banks in the greater Boston area in connection with mortgage
loans for transactions of this type.



36.     BROKERS         BUYER and SELLER represent to each other that neither party has
dealt with any broker or any other person in connection with this purchase of the
Premises hereunder other than        and       the brokers named herein ("BROKER"), to
whom SELLER agrees to pay any commission due pursuant to the provisions of Clause
18. BROKERS represents to SELLER that neither BROKER knows of anyone else
entitled to a fee or commission on the sale hereunder. BUYER, BROKERS and SELLER
agree that each will hold harmless and indemnify the others from any loss, cost, damage
and expense, including reasonable attorney's fees, incurred by BUYER or SELLER for a
commission or finder's fee as a result of the falseness of these representations. The
provisions of this Clause shall survive the Closing.



               [or if one broker]



                BUYER and SELLER represent to each other that neither party has dealt
with any broker or any other person in connection with this purchase of the Premises
hereunder other than            the broker named herein ("BROKER"), to whom SELLER
agrees to pay any commission due pursuant to the provisions of Clause 18. BROKER
represents to SELLER that BROKER knows of no one else entitled to a fee or
commission on the sale hereunder. BUYER, BROKER and SELLER agree that each will
hold harmless and indemnify the others from any loss, cost, damage and expense,
including reasonable attorney's fees, incurred by BUYER or SELLER for a commission
or finder's fee as a result of the falseness of these representations. The provisions of this
Clause shall survive the Closing.



               [or if no broker]



               BUYER and SELLER represent to each other that neither party has dealt
with any broker or any other person in connection with this purchase of the Premises.
BUYER and SELLER agree that each will hold harmless and indemnify the others from
any loss, cost, damage and expense, including reasonable attorney's fees, incurred by
BUYER or SELLER for a commission or finder's fee as a result of the falseness of these
representations. The provisions of this Clause shall survive the Closing.



37.     NOTICES        All notices required or permitted to be given hereunder shall be in
writing and deemed duly given when (a) mailed by registered or certified, first-class mail,
return receipt requested, postage prepaid, (b) hand delivered, (c) sent by facsimile, or (d)
sent by overnight delivery service, addressed:
        if to SELLER to:




        with a copy to:




Phone

Fax



        if to BUYER to:




        with a copy to:
Phone

Fax



38.     INSPECTION BUYER shall, at BUYER's sole expense, arrange for an inspection
of the Premises and should the results of such inspection reveal any condition not
satisfactory to BUYER, BUYER shall have the right to cancel this Agreement by written
notice to SELLER delivered or mailed first class, postage prepaid on or before , 20 , in
which event BUYER's deposit shall be returned and this Agreement shall be null and
void and without recourse to any party. Until the Closing, BUYER and BUYER's agents,
employees and contractors shall have the right, from time to time, at BUYER's sole cost,
expense, risk and hazard and in all such manner as BUYER may reasonably determine,
without damage being imposed upon the Premises, to enter upon said Premises to make,
or cause to be made, engineering and development findings in respect thereto, including
(without limitation) surveying, conducting test borings in order to determine subsoil
conditions of ledge, peat or other soft materials, the making of tests to determine the
presence of oil or hazardous or toxic materials, and, in general conducting other soil tests,
analyses and studies of the Premises. SELLER agrees to fully cooperate with BUYER, in
all reasonable respects, but at reasonable times and frequencies and at no cost to
SELLER. In consideration of the foregoing BUYER agrees (a) to indemnify and save
SELLER harmless from and against all loss, demands, causes of action, costs and
expenses, claim, liability, or damage, including reasonable attorneys fees, caused by or
related to any and all entries and activities as aforesaid by BUYER or BUYER's agents,
employees, licensees and contractors; and (b) as soon as practicable after any excavation
to restore the surface and subsurface of the Premises to substantially the same condition
as they were in immediately prior to such excavation, it being understood and agreed that
neither the rights of BUYER under this Clause nor the exercise of such rights shall affect
SELLER's representations and warranties under this Agreement.



               [or]



                BUYER shall have twenty-one (21) days from the delivery to BUYER of
a fully executed counterpart of this Agreement (the "Due Diligence Period") to determine
the suitability of the Premises for its development plans. During the Due Diligence
Period, BUYER, at BUYER's sole expense, BUYER may conduct an inspection of the
Premises and such due diligence investigations, research and examinations as BUYER
deems necessary or desirable to determine the suitability of the Premises for its
investment purposes, including without limiting the generality of the foregoing, such
environmental tests, surveys and land use analyses. In the event that BUYER determines
that the Premises is not suitable for BUYER's investment purposes, in BUYER's sole and
absolute discretion, BUYER shall have the right to cancel this Agreement by written
notice to SELLER delivered or mailed first class, postage prepaid or Federal Express
within two days of the expiration of Due Diligence Period, in which event BUYER's
deposit shall forthwith be returned, with all interest thereon, and this Agreement shall be
null and void and without recourse to any party. From the date hereof until the Closing,
BUYER and BUYER's agents, employees and contractors shall have the right, from time
to time, at BUYER's sole cost, expense, risk and hazard and in all such manner as
BUYER may reasonably determine, without damage being imposed upon the Premises,
to enter upon the Premises to make, or cause to be made, engineering and development
findings in respect thereto, including (without limitation) surveying, conducting tests to
determine the presence of oil or hazardous or toxic materials, and, in general conducting
other soil tests, analyses and studies of the Premises. SELLER agrees to fully cooperate
with BUYER, in all reasonable respects, but at reasonable times and frequencies and at
no cost to SELLER. In consideration of the foregoing BUYER agrees (a) to indemnify
and save SELLER harmless from and against all loss, demands, causes of action, costs
and expenses, claim, liability, or damage, including reasonable attorneys fees, caused by
or related to any and all entries and activities as aforesaid by BUYER or BUYER's
agents, employees, licenses and contractors; and (b) as soon as practicable after any
excavation to restore the surface and subsurface of the Premises to substantially the same
condition as they were in immediately prior to such excavation, it being understood and
agreed that neither the rights of BUYER under this Clause nor the exercise of such rights
shall effect SELLER's representations and warranties under this Agreement. BUYER
shall have no responsibility for any existing condition discovered on the Premises (and
not caused by BUYER or its representatives).



               [or]



           BUYER acknowledges that BUYER has had the Premises inspected and
BUYER agrees to purchase the Premises on an "as is" basis as of the date of this
Agreement.



39.     SOCIAL SECURITY NUMBERS SELLER and              BUYER      represent   that   their
respective social security numbers are as follows:

                SELLER       __________________

                SELLER      ____________________

                BUYER _____________________
                BUYER       _____________________



40.     POST–CLOSING ADJUSTMENTS             If any errors or omissions are found to have
occurred in any calculations or figures used in the settlement statement signed by the
parties (or would have been included if not for any such error or omission) and notice
hereof is given within two months of the Closing to the party to be charged, then such
party agrees to make a payment to correct the error or omission.



41.    KEYS AND SECURITY SYSTEMS            SELLER shall deliver to BUYER, at the
Closing, keys for all existing locks to all buildings on the Premises, openers for all
automatic garage doors, and all necessary security codes for alarm systems on the
Premises.



42. SELLER'S WARRANTIES AND INDEMNITY                 SELLER warrants and represents to
BUYER as follows:

               (a)    SELLER has full right, power and authority to enter into and
become bound by this Agreement and to consummate the transactions contemplated
hereby; that any person other than SELLER executing this Agreement has been duly
authorized by all necessary action and has full right, power and authority to execute and
deliver this Agreement on behalf of SELLER.

                (b)     (i) the Premises are not in violation in any respect of the following
(herein collectively called the "Environmental Laws"): Massachusetts General Laws
Chapter 21E ("c.21E"); the Resource Conservation and Recovery Act of 1976 ("RCRA"),
42 U.S.C.A. § 6901, et seq., as amended, see Solid Waste Disposal Act; the
Comprehensive Environmental Response, Compensation and Reauthorization Act of
1986 ("CERCLA"), 42 U.S.C.A. § 9601 et seq.; and any other Federal, state or local
statute, law, ordinance, code, rule, regulation, order or decree regulating, relating to, or
imposing liability or standards of conduct concerning any hazardous substance,
hazardous waste, hazardous materials, oil, asbestos, Urea Formaldehyde Foam Insulation
and the group of organic compounds known as polychlorinated biphenyls ("PCBs")
(collectively "hazardous substances"); (ii) there are no liens on or affecting the Premises
imposed by any Environmental Laws, (iii) there is no actual, asserted or threatened,
liability or obligation of SELLER, related to the Premises, under any Environmental
Laws and (iv) there are no hazardous substances on the Premises, nor have hazardous
substances been generated, discharged, treated, stored, or disposed of, or otherwise
deposited in or located on, or released on or to the Premises, including, without
limitation, the surface and subsurface waters of the Premises.
                (c)     SELLER has not engaged in any activity on the Premises and to
the best of SELLER's knowledge there is no other person who has engaged in any
activity on the Premises which would cause (i) the Premises to be a hazardous waste
treatment, storage or disposal facility within the meaning of or otherwise bring the
Premises within the ambit of the RCRA, as amended, or any similar state law or local
ordinance or other Environmental Law; or (ii) the discharge of hazardous substances,
pollutants or effluent into any water source or system, or the discharge into the air of any
emissions at any time or which would require a permit under the Federal Water Pollution
Control Act, 33 U.S.C.A. § 1251, et seq., or the Clean Air Act, 42 U.S.C.A. § 7401, et
seq., or any similar state statute, regulation, local ordinance or any other Environmental
Law. As used herein, the terms "hazardous substances, hazardous waste, hazardous
materials or oil" and "release", "discharge", "disposal", and "solid waste" shall have the
meanings specified in CERCLA, RCRA, and c.21E, provided, in the event any
Environmental Law is amended during the term of this Agreement so as to broaden the
meaning of any term defined thereby, such broader meaning shall apply subsequent to the
effective date of such amendment, and provided further, to the extent that any such
Environmental Law establishes a meaning for such terms which is broader than that
specified in any other Federal or state environmental laws, such broader meaning shall
apply; and no hazardous substances have been used in the construction, renovation,
maintenance, repair or replacement of any portion of any improvements on the Premises.

               (d)     The Premises and their present uses are not in violation in any
respect of applicable zoning, building and subdivision laws and regulations.



                And SELLER agrees that if BUYER pays the agreed purchase price to
SELLER and records a deed to the Premises, SELLER shall indemnify and hold BUYER
harmless from and against, and shall reimburse BUYER with respect to any and all
claims, demands, causes of action, loss, damage, liabilities, costs and expenses (including
reasonable attorneys' fees and court costs) asserted against or incurred by BUYER by
reason of or arising out of a breach of any representation or warranty of SELLER as set
forth in this Clause.



43.    PREMISES COMPLIANCE            Notwithstanding anything herein contained, the
Premises shall not be considered to be in compliance with the provisions of this
Agreement with respect to title unless:

               (a)    all buildings, structures and improvements, including but not
limited to, any driveways, garages and cesspools or leaching fields, and all means of
access to the Premises, shall be located completely within the boundary lines of the
Premises and shall not encroach upon or under any property of any other person or
entities; and
              (b)    no building, structure, improvement or property of any kind
encroaches upon or under the Premises from other Premises.



44.    WHEN AGREEMENT IS BINDING          This Agreement shall not be binding upon
BUYER and no funds held as a deposit hereunder shall be negotiated until BUYER has
received a copy of the Agreement fully executed by SELLER. BUYER may cancel this
Agreement at any time prior to BUYER's receipt of a fully executed copy of this
Agreement. For the purposes of this Agreement, facsimile transmission of the executed
GBREB P & S and this Rider shall suffice.



45.     MAINTENANCE OF PREMISES Between the date hereof and the Closing SELLER
shall maintain and service the Premises and its appurtenances at the same or greater level
of effort and expense as SELLER has maintained or serviced the Premises for SELLER's
own account prior to this Agreement.



46.      PENDING LITIGATION OR OTHER ACTIONS AFFECTING PREMISES               SELLER
represents that SELLER is not aware of any unresolved litigation or pending or ongoing
regulatory hearings or actions which could affect the Premises, and SELLER agrees to
keep BUYER informed, by notice given pursuant to this Agreement, of any such
litigation, hearings or actions, whether scheduled, anticipated, or in progress.



47.    PURCHASE MONEY FINANCING             As provided in Clause         , $     of the
purchase price shall be paid by execution and delivery of a purchase money note
substantially similar in form and substance to Exhibit C attached hereto. The purchase
money note shall be for the term of     years, shall bear interest at the rate of ( %)
percent per annum with monthly payments of interest only payable in arrears, and may be
prepaid at any time without penalty. The purchase money second mortgage will secure
the purchase money note and shall subordinate only to a first mortgage in an amount not
to exceed $ .



48.     SALE BY FIDUCIARY– HIGHEST PRICE BUYER agrees that since SELLER is under
a fiduciary obligation to realize the best price obtainable for the Premises, Seller shall not
be obligated to consummate the sale to BUYER if, at any time prior to the Closing,
SELLER receives a bona fide written offer to purchase the Premises for a price greater
than the agreed purchase price herein, provided that SELLER shall give BUYER the
opportunity to match or exceed any such offer by executing an amendment of this
Agreement within five (5) business days of the date BUYER receives from SELLER a
copy of such bona fide written offer.



49.     SALE BY ADMINISTRATOR OR EXECUTOR             It shall be a condition of SELLER's
obligation to sell the Premises hereunder that at the Closing SELLER has obtained a
license to sell the Premises for the agreed sales price at private sale from the appropriate
probate court and has obtained written assents to the sale hereunder from all of the heirs
at law.



50.     SURVIVAL OF REPRESENT- ATIONS The acceptance of a deed by BUYER or
BUYER's nominee, as the case may be, shall be deemed to be a full performance and
discharge of every agreement and obligation herein contained or expressed, except such
as are, by the terms hereof, to be performed after the delivery of said deed, and except for
the warranties and representations set forth in Clauses         and      which (a) shall be
deemed material to this Agreement, (b) shall survive the delivery of the deed hereunder
for the periods set forth below beside each Clause and (c) shall be effective despite any
inspection by BUYER, and BUYER shall have the full right to rely on them in
purchasing the Premises. SELLER acknowledges that BUYER believes in the truth of
said representations and warranties and is relying on them, and that but for said belief and
reliance, BUYER would not have executed this Agreement. BUYER shall have the
following time periods after the date of the recording of a deed of the Premises to
BUYER to bring any action to enforce a violation or breach of any of SELLER's
warranties or representations contained in this Agreement, and after such enforcement
periods lapse the warranties and representations and BUYER's rights with respect thereto
shall be terminated and null and void:



               Clause    -   days.



               Clause    -   days.



51.     SALE BY TRUSTEE OF NOMINEE TRUSTEE          SELLER warrants and represents to
BUYER that none of the holders of the beneficial interests under the trust referred to in
Clause 1 have a fiduciary duty to obtain the highest price for the Premises being sold
hereunder and agrees that this warranty and representation shall survive the closing and
the deliver of the deed hereunder. It shall be a condition of BUYER's obligation to buy
the Premises hereunder that at the Closing SELLER delivers to BUYER (a) a recordable
certificate executed by all of the holders of beneficial interests under SELLER's nominee
trust stating that they have authorized and directed the trustee of said nominee trust to sell
the Premises to Buyer pursuant to the terms and conditions of this Agreement and (b) a
recordable certificate of the trustee of said nominee trust stating the following:



               He is the sole incumbent Trustee of the Trust;



                      The Trust has not been revoked or terminated and all amendments
thereto have been recorded with said Deeds;



                       The Trust is the sole owner of the Premises:



                       Pursuant to the Trust, when specifically authorized and directed by
the beneficiaries of the Trust, the Trustee has full right, power and authority to deal with
any property owned or held by the Trust with the same force and effect as though such
property were individually owned;



                       The Trustee, by instrument in writing signed by all the holders of
beneficial interests under the Trust, has been duly authorized and directed to (1) sell the
Premises to SELLER for the sum of $            ; and (2) to execute such other agreements,
instruments and documents as the Trustee deems necessary in order to effectuate the
grant of, and delivery of a deed to, the Premises.



                        None of said holders is deceased or under any legal disability or is
a corporation or is a party to any bankruptcy or other insolvency proceeding.



52.    ALTERNATIVE DISPUTE RESOLUTION SELLER and BUYER agree that if a dispute
under this Agreement arises they shall first attempt to directly resolve such dispute, but, if
such direct resolution is unsuccessful, they shall participate in at least six (6) hours of
mediation to be facilitated by a mediator affiliated with MCA Dispute Resolution or by a
mediator mutually acceptable to them and under the mediation procedures set by the
mediator. If SELLER and BUYER cannot agree on the same mediator, each shall
designate a mediator and the two so designated shall choose a third mediator to conduct
the session and such choice shall be binding on both parties. The mediation session shall
be conducted within thirty (30) days of the date on which the mediator receives the
request to mediate. SELLER and BUYER further agree that the costs of such mediation
shall be shared equally by them unless they define other agreeable terms between them.
If, however, they do not resolve their dispute through direct negotiation or mediation,
then they shall be entitled to proceed to litigation, or, if agreed between them, other
dispute resolution procedures. SELLER and BUYER understand and agree that any
mediation pursuant to this Clause shall not be binding upon either party and shall not be
admissible in any subsequent litigation.



53.      WAIVER OF TITLE DEFECTS BUYER agrees to have the record title to the
Premises examined and to cause a title insurance company licensed to do business in
Massachusetts to issue a commitment for an owners title insurance policy with respect to
the Premises and to furnish a copy of the same to SELLER within           ( ) days of the
date of execution of this Agreement. The foregoing obligation of BUYER to secure a
commitment for title insurance shall not be construed as requiring BUYER to satisfy any
of the title conditions or requirements for the issuance of the policy or to correct any of
the exceptions shown in such commitment, but is merely being furnished to SELLER to
apprise SELLER of defects in title to the Premises as of the effective time and date of the
commitment and the requirements for the issuance of the policy. If the facts disclosed in
the policy are inconsistent with the provisions of Clause       of this Agreement (quality
of title), SELLER may elect to cure said defect as provided in Clause                of this
Agreement (extension to cure defects), if necessary, and extend the time for performance
as provided herein. If BUYER fails to raise objection as to title matters disclosed in the
commitment as of the effective date of the commitment on or before that date, which is
the          (    ) day following the date of execution of this Agreement, in writing to
SELLER, then BUYER shall be deemed to have waived all objections to such matters as
of the effective date of the commitment.



               [or]



               SELLER's title to the Premises shall be deemed to meet the requirements
of clause 4 hereof for all purposes unless on or before      , 20 written notice of a
claimed defect therein is given to SELLER and SELLER's attorneys as provided herein.
Such notice shall specify any defects claimed in SELLER's title and BUYER shall have
rights with respect to defects in SELLER's title only in respect to (a) defects in title
existing as of      , 20 , which have been claimed in such notice and (b) defects in title
arising after      , 20 . BUYER shall take the Premises subject to any defects in title
existing as of     , 20 , which have not been claimed in such notice.
54.    LEGAL ADVICE            BUYER and SELLER each acknowledge that they have
each been advised of the importance of seeking legal advice prior to signing this
Agreement, and each acknowledges that each has been afforded the opportunity to confer
with counsel prior to signing this Agreement.



55.    STATUS OF "OFFER TO PURCHASE REAL ESTATE"            Upon the execution and
delivery of this Agreement by SELLER and BUYER, all previous agreements between
BUYER and SELLER in connection with the Premises, including the "Offer to Purchase
Real Estate," executed by BUYER and dated               , 20 , shall be void and without
recourse to the parties thereto and hereto, it being the intention of the parties that the
terms and conditions of this Agreement shall fully and completely supersede all of the
terms and conditions of the said "Offer to Purchase Real Estate."



56.     COUNTERPARTS        This Agreement may be executed and delivered in a
number of counterparts, each of which, when so executed and delivered, shall be an
original and all of such counterparts shall together constitute one and the same
Agreement.



57.    RECORDING AGREEMENT          If BUYER records or files this Agreement or a
copy, notice or memorandum hereof, with any Registry of Deeds or Registry District of
the Land Court, then, at SELLER's sole option BUYERS shall be deemed in default
hereunder and SELLER shall immediately after such recording be entitled to exercise all
of SELLER's rights and remedies upon BUYER's default as provided herein; and all
other obligations of the parties hereto shall cease and this Agreement shall be void
without recourse to parties hereto.



58.    ORAL INFORMATION Any information provided by SELLER or brokers to
BUYER regarding the Premises, terms, structure(s) and/or systems have been supplied as
a matter of courtesy only. BUYER acknowledges that BUYER has not relied on the
accuracy of any such information furnished by SELLER or brokers alone, and that they
have obtained independent professional assessments to their satisfaction.
59.     PRIOR COMMUNICATION           It is understood and agreed that (i) all
contemporaneous or prior representations, statements, understandings, and agreements,
oral or written, between the parties merged in this Agreement, alone fully and completely
express the agreement of the parties, and (ii) that this Agreement is entered into after full
investigation with neither party relying on any statement or representation made by the
other which is not embodied in this Agreement.



60.    EXTENSIONS The extension provided for in paragraph 10 hereof may be for a
shorter period of time as may be set forth in SELLER's written notice if such
nonconformity can be cured within a shorter period of time.



61.     EXTENSION AUTHORITY           In order to facilitate the execution of such
documents extending the time for the performance of any event or of any notice that may
be given under this Agreement, each of the undersigned hereby authorizes his respective
attorney to assent to and execute on that part's behalf, any agreements extending the time
for performance of any event or of any notice that may be given under this Agreement.



62.     PERMITS         Subsequent to the expiration of the Due Diligence Period, BUYER
may seek to obtain various permits, licenses, approvals and the like. SELLER agrees to
cooperate fully in this effort by executing, as the Owner, applications and documents that
may be required in this process. All costs associated with these efforts shall be borne by
BUYER. Any desired applications for variances or special permits or any permits,
licenses or approvals the denial of which would not allow reapplication for the same
within six months shall be subject to SELLER's approval not to be unreasonably
withheld, conditioned or delayed. In any event, SELLER shall execute an Application for
a Demolition Certificate and an application for determination of historic significance.



63.    SELLER'S DOCUMENTS SELLER shall deliver to BUYER prior to                 , 20 ,
copies of all documents in her possession or control regarding the Premises, including,
but not limited to such items as land surveys, environmental reports, architectural
drawings and the like, but specifically excluding financial or tax records relative to
SELLER's cost basis and cost of improvements to the Premises, and other personal
records of SELLER which do not relate to the physical or legal aspects thereof.



64.    TAKING      In the event of a complete or partial taking by eminent domain of
the Premises BUYER shall have the election to accept a deed to the Premises complying
with a clause and without a reduction in the purchase prices plus an assignment of
SELLER's right to damages as to such eminent domain taking.



65.     ADDITIONAL CLOSING CONDITIONS It shall be a condition of BUYER's
obligations to close, and of which conditions BUYER shall be free to waive in its sole
discretion, that on the Closing:



              (i)    SELLER shall not be in default in the performance of any
covenant or agreement to be performed by SELLER under this Agreement;



             (ii)    All representations and warranties made by SELLER contained in
Paragraph 51 of this Agreement shall continue to be true and correct in all material
respects;



              (iii)   The Premises shall be free and clear of any tenants or occupants;
and



              (iv)    The Premises shall be free and clear of any hazardous materials
above reportable limits.



66.    WARRANTIES AND REPRESENT- ATIONS             SELLER represents, covenants and
warrants to and agrees with BUYER, as of the date of this Agreement and, shall represent
and warrant, as of the time of closing, as follows:




               (a)     There are no management, leasing, service, equipment,
maintenance or other agreements ("Property Service Agreements") which are not
terminable on thirty (30) days notice with respect to or affecting the Premises and as of
the Closing, the Premises shall not be subject to any Property Service Agreements;
              (b)      SELLER has not committed nor obligated itself in any manner
whatsoever to sell the Property to any other party other than the BUYER;



                (c)    SELLER owns the personal property described in Paragraph 3
above and there are no conditional sales nor retail installment sales agreements applicable
to any fixtures and/or personal property conveyed hereunder;



                (d)     To the best of SELLER's knowledge, (i) no hazardous or toxic
materials have been released, discharged or disposed of at or upon, or adjacent to the
Premises; (ii) no written claim, demand or proceeding of any kind relating to any past or
present Release or threatened Release of any hazardous or toxic material in, on or under
the Premises or any past or present violation of any environmental laws at the Premises
has been made or commenced, or is pending, or is being threatened by any person; and
(iii) no underground oil or gas storage tank now exists at the Premises and SELLER has
no notice or knowledge of the existence of an underground oil or gas storage tank (a
"UST") at any time prior hereto. For purposes of this subsection, the term "Release" shall
mean any unlawful spilling, pumping, pouring, emitting, emptying, discharging,
injecting, escaping, leeching, dumping or disposing into the environment, including,
without limitation, continuing migration, of hazardous or toxic materials into or through
the soil, surface water or ground water.



                (e)     SELLER has no knowledge of any unrecorded or undisclosed legal
or equitable interest in the Property owned or claimed by any party other than SELLER.



                It shall be a condition of BUYER's obligation to close under this
Agreement that all warranties and representations made by SELLER hereunder shall be
true (subject to exceptions thereto approved by BUYER in writing, such approval to be in
BUYER's sole discretion) as of the time of closing, and SELLER shall deliver to BUYER
at the time of closing a certificate in the form attached hereto. In any event, SELLER
shall indemnify, defend and hold BUYER, and its employees, agents, officers, directors
and assigns, free and harmless from and against all losses, costs, damages and expenses
of every kind and nature whatsoever (including reasonable attorneys' fees and costs)
sustained or incurred by BUYER as a result of any breach of any representation or
warranty of SELLER contained in this Clause 66.
67.      ASSIGNABILITY       BUYER shall be free to assign its rights hereunder to an
affiliate of BUYER.



68.     SATURDAY, SUNDAY, OR HOLIDAYS/ EXTENSIONS If the time period by which
any right, option or election provided under this Agreement must be exercised, or by
which any act required hereunder must be performed or by which the Closing must be
held expires on a Saturday, Sunday, federal holiday or legal bank holiday in the state
where the Premises are located, then such time period shall be automatically extended to
the close of business on the next business day.



69.     FACSIMILE SIGNATURES        Facsimile signatures shall be deemed originals for
all purposes.



70.     AUTHORITY The undersigned members of BUYER personally represent that
they are authorized to bind BUYER.




       __________________________
       SELLER




       _____________________________
       SELLER




       ______________________________
       BUYER




       ________________________________
       BUYER
__________________________________
BROKER




__________________________________
BROKER

				
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