REAL ESTATE PURCHASE CONTRACT. RECITALS WHEREAS, Buyer desires to purchase the property(ies) listed in Section 1 below, and

Transcription

1 Home Purchase Agreement REAL ESTATE PURCHASE CONTRACT This Real Estate Purchase Contract (this "Contract") is made on the 23rd day of September 2009 between Empower Group, LLC, a Utah limited liability company with its principal place of business located at 550 East 770 North, Orem, Utah ("Seller") and Sean Whalen, an unmarried man, ("Buyer") with its principal place of business located at 3055 Piute Drive, Provo, Utah ("Buyer"). RECITALS WHEREAS, Buyer desires to purchase the property(ies) listed in Section 1 below, and WHEREAS, Seller is willing to sell the Property to Buyer subject to the terms and conditions set forth herein. TERMS AND CONDITIONS Now, therefore, in consideration of the mutual promises herein set forth and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree: 1. PROPERTY ADDRESS: It is agreed that Seller will sell and Buyer will buy, subject to the terms and conditions set forth in this Contract, the Property. The Property is located at the following address(es): 3645 Farnsworth Street, Detroit, MI PURCHASE PRICE: Buyer agrees to pay ELEVEN THOUSAND Dollars ($11,000.00) for the Property (the "Purchase Price"), as well ONE HUNDRED SIXTY Dollars ($160.00) for closing costs and expenses. 3. CLOSING: For purposes of this Contract, Closing means the date that Buyer and Seller have executed and delivered to each other all documents required by the Contract, any monies required to be paid by Buyer or Seller under this Contract to the other party have been delivered to the other party in the form of cash, wire transfer, cashier's check, or other immediately available funds, and that any other documents required by Seller have been executed by Buyer. 3.1 Date of Closing. Closing shall take place on or before September 23rd Place of Closing. Closing will be held at the offices of Seller, Seller's representative, or other mutually agreed upon location, or through electronic signature (online transaction) or through facsimile. 3.3 Closing Costs and Expenses. Seller is responsible for filing fees to record the Quit Claim Deed(s) referred to in Section 4 below and for the preparation of the deed(s). Buyer is responsible for any other closing services requested by Buyer, such as title

2 insurance or a property report. 4. DOCUMENTS FOR CLOSING: All liens, encumbrances, property taxes and home owner's association assessments for periods prior to and subsequent to Closing are the responsibility of Buyer. Seller is not responsible to pay any back taxes or pay off any liens or encumbrances of any kind, and is only responsible for paying any recording fees for recording the Quit Claim Deed(s). If a local government requires any back taxes or liens to be paid off prior to recording a deed, Buyer agrees to pay those immediately after closing so Seller can record the Quit Claim Deed. Seller shall be responsible for preparing and recording the deed(s). Buyer is responsible for obtaining title insurance at its own discretion and cost. Seller shall deliver to Buyer a Quit Claim Deed. Buyer understands and acknowledges that Seller has equitable title to the Property but may not currently be recorded as the title holder on the Property. 5. INSPECTION REVIEW: Buyer shall have three (3) calendar days following the date of this Contract to inspect, evaluate, and otherwise examine the title, condition and suitability of the Property (the "Inspection Review Period"). Buyer may terminate this Contract at any time during the Inspection Review Period for any reason whatsoever by providing written notice to Seller. Such notice must be received by Seller on or before the expiration of the Inspection Review Period. If Buyer timely terminates this contract, Seller shall return the full Purchase Price, less the Earnest Money Deposit or $250, whichever is more, to Buyer. If Buyer fails to provide Seller with the termination notice prior to the expiration of the Inspection Review Period, the condition of the Property shall be deemed acceptable to Buyer and Buyer shall waive any right to terminate this Contract. Seller is not obligated to (A) remove any exception, (B) bring any action or proceeding or incur any expense to convey title to the Property, (C) provide any refund or discount, or (D) make the title marketable or insurable. 6. CONDITION OF SALE: Buyer acknowledges that Seller obtained the Property, or is under contract to obtain the Property, from an institution, entity, organization or individual who obtained the Property by foreclosure, deed in lieu of foreclosure, forfeiture or other similar process. This Contract is subject to Seller obtaining title to the Property prior to or after Closing. 7. RESTRICTIONS, EASEMENTS, LIMITATIONS: Buyer agrees to take title to the Property subject to: (A) zoning, restrictions, prohibitions and requirements imposed by governmental authority, (B) restrictions and matters appearing on the plat or common to the subdivision, (C) public utility easements, provided said easements are located on the side or rear lines of the Property, (D) all taxes owed, any other liens, assessments or encumbrances, including without limitation any housing or other violations or condemnation proceedings. 8. PERSONAL PROPERTY: Items of personal property, now or hereafter located on the Property, are not included in this sale or the Purchase Price unless the personal property is specifically described in this Contract. In the event Seller conveys any personal property, or fails to remove such property prior to Closing, Buyer agrees to accept the personal property without any representations or warranties (including, but not limited to, any representations pertaining to title, liens or the condition of such property) from Seller, and to accept such property in its "As-Is" "Where-Is" condition.

3 9. ASSUMPTION OF LIABILITY: As of expiration of the Inspection Review Period, Buyer hereby assumes any and all obligations of Seller and/or its affiliates with respect to the Property. 10. PROPERTY CONDITION: Buyer understands and acknowledges that Seller acquired equitable title to the Property by foreclosure, deed-in-lieu of foreclosure, forfeiture, tax sale, or from an entity, institution, organization, or individual who acquired the Property through the same or another similar process and, consequently, Seller has not conducted any investigation concerning the condition of the Property. As a material part of the consideration to be received by Seller under this Contract which has been negotiated and agreed to by Buyer and Seller, Buyer acknowledges and agrees to accept the Property in its "As Is" "Where-Is" condition at the time of Closing, including without limitation, any hidden defects or environmental or other hazardous conditions affecting the Property, whether known or unknown, whether such defects or conditions could be discoverable through inspection or not. Except as otherwise provided herein, Buyer acknowledges and agrees that Seller has not made and hereby specifically disclaims any warranty, guaranty, or representations, oral or written, past, present, or future, express or implied, or otherwise arising by operation of law, as to, or concerning the Property including, without limitation: (i) the nature and condition of the Property, including, without limitation, the fixtures (i.e., appliances, plumbing, heating, air conditioning, electrical distribution, water heating, any other mechanical systems, all structural components) water, air, climate, soil (including subsidence and settling, expansiveness and swell potential or the effects thereof and radon or gamma rays emanating from the Property), and geology, and the suitability thereof for any and all activities and uses which Buyer may elect to conduct thereon; (ii) the manner, construction, condition, and state of repair or lack of repair of any part of the Property and improvements located thereon, including, without limitation, mold, asbestos, lead paint, dry rot or the presence of animals, or insects; (iii) the nature and extent of any right-of-way, lease, possession, lien, encumbrance, license, reservation, condition or otherwise; (iv) the compliance of the Property or its operation with any laws, rules, ordinances, codes, or regulations of any government or other body, including any environmental, land use, zoning, or building laws; (v) the condition, habitability, merchantability, or fitness for a particular purpose of the Property and/or the improvements and fixtures located thereon; and (vi) the income to be derived from the Property. Buyer has thoroughly inspected and examined the Property to the extent deemed necessary by Buyer in order for Buyer to evaluate the Property and the transaction memorialized by this Contract. Buyer agrees that it is relying solely upon the inspection, examination, and evaluation of the Property by Buyer and not on any information provided by, or to be provided by, Seller. It is further agreed that Seller has not warranted, and does not hereby warrant, that the Property or any improvements located thereon now or in the future will meet or comply with the requirements of any safety code or regulation of the state, city, county, or any other applicable jurisdiction or authority in which the Property is located or having authority over the Property. SELLER EXPRESSLY STATES AND BUYER SPECIFICALLY ACKNOWLEDGES THAT SELLER HAS NOT PERSONALLY INSPECTED THE PROPERTY OR HAD THE PROPERTY INSPECTED BY AN INSPECTOR FOR THE PURPOSE OF ASCERTAINING THE CONDITION OF THE PROPERTY. 11. LEAD BASED PAINT: EVERY PURCHASER OF ANY INTEREST IN RESIDENTIAL REAL PROPERTY ON WHICH A RESIDENTIAL DWELLING WAS BUILT PRIOR TO 1978 IS

4 NOTIFIED THAT SUCH PROPERTY MAY PRESENT EXPOSURE TO LEAD FROM LEAD-BASED PAINT THAT MAY PLACE YOUNG CHILDREN AT RISK OF DEVELOPING LEAD POISONING. LEAD POISONING IN YOUNG CHILDREN MAY PRODUCE PERMANENT NEUROLOGICAL DAMAGE, INCLUDING LEARNING DISABILITIES, REDUCED INTELLIGENCE QUOTIENT, BEHAVIORAL PROBLEMS, AND IMPAIRED MEMORY. LEAD POISONING ALSO POSES A PARTICULAR RISK TO PREGNANT WOMEN. THE SELLER OF ANY INTEREST IN RESIDENTIAL REAL PROPERTY IS REQUIRED TO PROVIDE THE BUYER WITH ANY INFORMATION ON LEAD-BASED PAINT HAZARDS FROM RISK ASSESSMENTS OR INSPECTIONS IN THE SELLER'S POSSESSION AND NOTIFY THE BUYER OF ANY KNOWN LEAD-BAWSED PAINT HAZARDS. A RISK ASSESSMENT OR INSPECTION FOR POSSIBLE LEAD-BASED PAINT HAZARDS IS RECOMMENDED PRIOR TO PURCHASE. Buyer acknowledges receipt of the EPA approved lead-hazard information pamphlet entitled "Protect Your Family From Lead in Your Home" (included with this Contract). Buyer acknowledges that Seller has made no inquiry into the existence of lead-based paint and/or lead based paint hazards in the Property. Seller has no reports or records pertaining to lead-based paint and/or lead-based paint hazards in the Property. 12. WAIVERS: As a material part of the consideration to be received by Seller under this Contract, and as negotiated and agreed to by Buyer and Seller, Buyer waives the following: (i) all rights to and obligations on the part of Seller to provide to Buyer any and all disclosures, including any and all formal disclosure documents required by applicable state or federal law; (ii) all rights to file and maintain an action against the Seller for specific performance, or to invoke any other equitable remedy that may be available that if invoked, would prevent Seller from conveying the Property to a third party purchaser; and (iii) any right to avoid this sale or reduce the price or hold the Seller responsible for damages on account of the condition of the Property, lack of suitability and fitness, or rehibitory vices and defects, apparent, nonapparent or latent, discoverable or nondiscoverable. 13. INDEMNIFICATION: Buyer agrees to indemnify and hold harmless Seller and its agents from and against any and all losses, claims, demands, liabilities, costs, damages and expenses, (including but not limited to attorneys' fees and court imposed fines) that Seller may incur arising from Buyer's actions or failure to act on, respond to or comply with any local, state or federal law, rule or ordinance affecting the Property including, but not limited to, building code requirements, nuisance claims or abatements thereof, condemnation proceedings, lien enforcement actions, and the like. Buyer agrees to indemnify and hold harmless Seller and its agents from and against any and all losses, claims, demands, liabilities, costs, damages and expenses, (including but not limited to attorney's fees and court imposed fines) that Seller may incur arising from Buyer's failure to fulfill the terms of this contract or Buyer's attempt to obtain a refund of any portion of the Purchase Price from its/their credit card company or any other entity. Buyer acknowledges and agrees that if Buyer fails to timely terminate this Contract on or before the expiration of the Inspection Review Period, Buyer shall have waived its right to seek a refund of the earnest money (or any other portion of the Purchase Price delivered to Seller). If Buyer violates this contract by attempting to obtain a refund of any portion of the Purchase Price from its/their credit card company or financial institution after the expiration of the Inspection Review Period by disputing a credit card charge or by any other means, notwithstanding any other rights available to Seller herein, in addition to the portion of the Purchase Price received by Seller, Buyer will also be liable to Seller, as liquidated damages, for an amount equal to 50% of the Purchase Price. In addition, if Buyer is

5 successful in obtaining a refund from its/their credit card company or financial institution, Buyer agrees to immediately turn those funds over to Seller. 14. RELEASE: Buyer hereby waives, releases, acquits and forever discharges Seller, its employees or agents, or any other person acting on behalf of Seller, of and from any and all claims, actions, causes of action, demands, rights, damages, costs, expenses or compensation whatsoever, direct or indirect, known or unknown, foreseen or unforeseen, which Buyer now has or may have or which may arise in the future on account of or in any way growing out of or in connection with any hazardous materials or any other conditions on, under, from, or affecting the Property, or any law or regulation applicable thereto. 15. DEFAULT: 15.1 Buyer's Default. Should the Closing fail to occur due to Buyer's default, Seller may terminate this Contract whereupon the earnest money deposit shall be released to Seller, and Seller shall have the right to pursue any damages in excess of the earnest money deposit as set forth herein and/or permitted by applicable law. In the event of any other failure of Buyer to perform according to this Contract, Seller shall have the right to pursue any available remedy under this Contract or at law or in equity, including specific performance Seller's Default. Should Seller fail to perform according to this Contract within ten (10) days after written notice from Purchaser, Purchaser may, as its sole and exclusive remedy, terminate this Contract whereupon the earnest money deposit shall be released to Buyer. However, Buyer may not terminate this Contract for Buyer's failure to deliver deed(s) to the Buyer if Seller is working in good faith to convey those deeds and has been delayed by title companies, local governments, or previous owners of the Property. 16. RISK OF LOSS: Buyer assumes all risk of loss related to damage to the Property. Buyer acknowledges and agrees that any such damage to the Property occurring after the expiration of the Inspection Review Period shall not be grounds for terminating this Contract. 17. CHOICE OF LAW: This Contract shall be construed in accordance with the laws of the State of Utah without regard to any conflicts of laws provisions, and the obligations, rights and remedies to the parties hereunder shall be determined in accordance with the laws of the State of Utah except to the extent preempted by federal law. 18. JURISDICTION; VENUE: Buyer hereby agrees that (i) all actions and proceedings relating directly or indirectly to this Contract that result in litigation in a court of law shall be litigated in courts located within Utah, and that the exclusive venue therefore shall be Utah County and consents to the jurisdiction and venue of any such court. 19. ATTORNEY'S FEES: The parties agree that all disputes, legal or equitable, which cannot be resolved by negotiation between the parties, shall be submitted for resolution to binding arbitration in the State of Utah. Both parties agree that disputes shall be submitted and resolved consistent with the rules and procedures of the American Arbitration Association. In

6 the event that any party hereunder brings a proceeding to enforce this Contract, the party that prevails in such proceeding shall be entitled to recover, in addition to all other amounts and relief that may be granted, its reasonable costs and attorneys' fees incurred in connection with such proceeding. 20. NOTICES: ALL NOTICES SHALL BE IN WRITING AND SENT TO SELLER AND PURCHASER AT THE ADDRESSES PROVIDED HEREIN AND GIVEN BY PERSONAL DELIVERY, OVERNIGHT COURIER SERVICE, FACSIMILE, OR UNITED STATES MAIL. NOTICES SHALL BE DEEMED DELIVERED THE DATE ACTUALLY DELIVERED OR FIVE (5) BUSINESS DAYS AFTER DEPOSIT IN THE UNITED STATES MAIL. 21. AUTHORITY OF SIGNERS: If Buyer or Seller is a corporation, partnership, trust, estate, limited liability company, or other entity, the person signing this Contract on its behalf warrants his or her authority to do so and to bind the Buyer and Seller. 22. ASSIGNMENT: Buyer may not assign this Contract without the prior written consent of Seller. This Contract may be assigned by Seller and will be binding on the successors, heirs and assigns of the parties. 23. MODIFICATION: No provision, term or clause of this Contract shall be revised, modified, amended or waived except by an instrument in writing signed by both Buyer and Seller. 24. TIME IS OF THE ESSENCE: The parties agree that time is of the essence regarding the dates set forth in this Contract. Extensions must be agreed to in writing by all parties. Buyer understands that due to the high volume of foreclosures in the country some municipalities have a significant backlog of deeds to be recorded. Seller will work diligently to record the deed as soon as possible, but Buyer understands that in some cases this will take several weeks or months. 25. SEVERABILITY: If any provision of this Contract or any portion of any provision of this Contract shall be deemed to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not alter the remaining portion of such provision, or any other provision hereof, as each provision of this Contract shall be deemed severable from all other provisions hereof so long as removing the severed portion does not materially alter the overall intent of this Contract. 26. CONSTRUCTION: If any provision of this Contract or any portion of any provision of this Contract shall be deemed to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not alter the remaining portion of such provision, or any other provision hereof, as each provision of this Contract shall be deemed severable from all other provisions hereof so long as removing the severed portion does not materially alter the overall intent of this Contract. 27. COUNTERPARTS: This Contract may be executed in any number of original, fax and scanned counterparts, all of which shall be deemed originals constituting one and the same instrument. IN WITNESS WHEREOF, the Parties have caused this Contract to be executed as of the date first

7 written above. By signing below, you agree to this entire Real Estate Purchase Contract. Note that your digital signature is equivalent to a handwritten signature (as provided in the Federal E-Sign Act). SIGNED_ELECTRONICALLY (Buyer) Sean Whalen