EFTA01104578.pdf

W 0 I< T H p :re r t I r y PURCHASE AND SALE AGREEMENT 1 1. Purchase and Sale. For and in consideration of the mutual covenants herein and other good and valuable consideration, 2 the receipt and sufficiency of which is hereby acknowledged, the undersigned buyer 3 ("Buyer") agrees to buy and the 4 undersigned seller ("Seller') 5 agrees to sell all that tract or parcel of land, with such improvements as are located thereon, described as follows: 6 All that tract of land known as: 7 (Address) (City), Tennessee, (Zip), as recorded in 8 County Register of Deeds Office, deed book(s), page(s), 9 and/or instrument number and as further described as: 10 11 together with all fixtures, landscaping, improvements, and appurtenances, all being hereinafter collectively referred to as 12 the "Property." 13 A. INCLUDED as part of the Property (if present): all attached light fixtures and bulbs including ceiling fans; 14 permanently attached plate glass mirrors; heating, cooling, and plumbing fixtures and equipment; all doors, storm 15 doors and windows; all window treatments (e.g. shutters, blinds, shades, curtains, draperies) and hardware; all wall- 16 to-wall carpet; range; all built-in kitchen appliances; all bathroom fixtures and bathroom mirrors; all gas logs, 17 fireplace doors and attached screens; all security system components and controls; garage door opener and all (at 18 least ) remote controls; swimming pool and its equipment; awnings; permanently installed outdoor cooking 19 grills; all landscaping and all outdoor lighting; mailbox(es); attached basketball goals and backboards; TV antennae 20 and satellite dishes (excluding components); and central vacuum systems and attachments. 21 B. Other items that REMAIN with the Property at no additional cost to Buyer 22 23 24 25 C. Items that WILL NOT REMAIN with the Property: 26 27 28 29 D. LEASED ITEMS: Leased items that remain with the Property: (e.g., security systems, water softener systems, fuel 30 tank, etc.): 31 Buyer shall assume any and all lease payments as of Closing. If leases are not assumable, the balance shall be paid 32 in full by Seller at or before Closing. 33 o Buyer does not wish to assume a leased item. (THIS BOX MUST BE CHECKED IN ORDER FOR IT 34 TO BE A PART OF THIS AGREEMENT.) 35 Buyer does not wish to assume Seller's current lease of ; therefore, Seller 36 shall have said lease cancelled and leased items removed from Property prior to Closing. 37 E. FUEL: Fuel, if any, will be adjusted and charged to Buyer and credited to Seller at Closing at current market prices. 38 2. Purchase Price, Method of Payment and Closing Expenses. Buyer warrants that, except as may be otherwise 39 provided herein, Buyer will at Closing have sufficient cash to complete the purchase of the Property under the terms of 40 this Purchase and Sale Agreement (hereinafter "Agreement"). The purchase price to be paid is: 41 U.S. Dollars, 42 ("Purchase Price") which shall be disbursed at Buyer's expense and paid to Seller or Seller's Closing Agency in 43 immediately available funds in the form of one of the following: 44 i. a Federal Reserve Bank wire transfer; 45 ii. a Cashier's Check issued by a financial institution as defined in 12 CFR § 229.2(i); 46 iii. a check issued by the State of Tennessee or a political subdivision thereof 47 iv. a check issued by an instrumentality of the United States organized and existing under the Farm Credit Act of 48 1971; OR Copyright 2013 C Tennessee Association of Realtors* F9 — Purchase and Sale Agreement. Page 1 of 9 Version 1/01/2013 EFTA01104578 49 v. in other such form as is approved in writing by Seller. 50 A. Appraisal (Select either 1or 2 below. The sections not checked are not a part of this Agreement). 51 0 1. This Agreement IS NOT contingent upon the appraised value either equaling or exceeding the agreed upon 52 Purchase Price. 53 O 2. This Agreement IS CONTINGENT upon the appraised value either equaling or exceeding the agreed 54 upon Purchase Price. If appraised value is equal to or exceeds Purchase Price, this contingency is satisfied. 55 If the appraised value of the Property does not equal or exceed the Purchase Price, Buyer may terminate 56 this Agreement by providing written notice to the Seller and providing written proof of the same (for 57 example, this written proof could include, but is not limited to, a copy of appraisal or a signed letter from 58 Lender) via the Notification form or equivalent written notice. Upon termination, Buyer is entitled to 59 refund of the Earnest Money. 60 B. Closing Costs and Discount Points. 61 1. Seller Expenses. Seller shall pay all existing loans and/or liens affecting the Property, including all penalties, 62 release preparation costs, and applicable recording costs; any accrued and/or outstanding association dues or 63 fees; fee (if any) to obtain lien payoff/estoppel letters from any and all associations, mortgage holders or other 64 liens affecting the Property; Seller's closing fee, document preparation fee and/or attorney's fees; fee for 65 preparation of deed; and notary fee on deed. Seller additionally agrees to permit any withholdings and/or to pay 66 any additional sum due as is required under the Foreign Investment in Real Property Tax Act. Failure to do so 67 will constitute a default by Seller. 68 In the event Seller is subject to Tax Withholding as required by the Foreign Investment in Real Property 69 Tax Act, (hereinafter "FIRPTA"), Seller additionally agrees that such Tax Withholding must be collected 70 from Seller by Buyer's Closing Agent at the time of Closing. In the event Seller is not subject to FIRPTA, 71 Seller shall be required as a condition of Closing to sign appropriate affidavits certifying that Seller is not 72 subject to FIRPTA. It is Seller's responsibility to seek independent tax advice or counselprior to the Closing 73 Date regarding such tar matters. 74 2. Buyer Expenses. Buyer shall pay all transfer taxes and recording fees on deed of conveyance and deed of trust; 75 Buyer's closing fee, document preparation fee and/or attorney's fees; preparation of note, deed of trust, and 76 other loan documents; mortgage loan inspection or boundary line survey; credit report; required premiums for 77 private mortgage, hazard and flood insurance; required reserved deposits for insurance premiums and taxes; 78 prepaid interest; re-inspection fees pursuant to appraisal; and any costs incident to obtaining and closing a loan, 79 including but not limited to: appraisal, origination, discount points, application, commitment, underwriting, 80 document review, courier, assignment, photo, tax service and notary fees. 81 3. Title Expenses. Cost of title search or abstract, mortgagee's policy and owner's policy shall be paid as follows: 82 83 Buyer to receive benefit of simultaneous issue. 84 Not all of the above items are applicable to every transaction and may be modified as follows: 85 86 87 Closing Agency for Buyer: 88 Closing Agency for Seller: 89 Title Company: 90 or other Closing Agency as mutually agreed by Seller and Buyer. 91 C. Financial Contingency — Loan(s) To Be Obtained. This Agreement is conditioned upon Buyer's ability to obtain 92 a loan(s) in the principal amount up to % of the Purchase Price listed above to be secured by a deed of 93 trust on the Property. "Ability to obtain" as used herein means that Buyer is qualified to receive the loan described 94 herein based upon Lender's customary and standard underwriting criteria. In the event Buyer, having acted in good 95 faith and in accordance with the terms below, is unable to obtain financing, Buyer may terminate this Agreement by 96 providing written notice and a copy of Lender's loan denial letter via the Notification form or equivalent written 97 notice. Upon termination, Buyer is entitled to a refund of the Earnest Money. Lender is defined herein as the 98 financial institution funding the loan. 99 The loan shall be of the type selected below (Select the appropriate boxes. Unselected items will not be part of 100 this Agreement): 101 102 o Conventional Loan 0 VA Loan; attach addendum O FHA Loan; attach addendum Other Copyright 2013 O Tennessee Association of Realtors` F9 — Purchase and Sale Agreement. Page 2 of 9 Version 1/01/2013 EFTA01104579 103 Buyer may apply for a loan with different terms and conditions and also Close the transaction provided all other 104 terms and conditions of this Agreement are fulfilled, and the new loan does not increase any costs charged to Seller. 105 Buyer shall be obligated to Close this transaction if Buyer has the ability to obtain a loan with terms as described 106 herein and/or any other loan for which Buyer has applied and been approved. 107 Loan Obligations: The Buyer agrees and/or certifies as follows: 108 (I) Within five (5) days after the Binding Agreement Date, Buyer shall make application for the loan. Buyer 109 shall immediately notify Seller or Seller's representative of having applied for the loan and provide 110 Lender's name and contact information, and that Buyer has instructed Lender to order credit report and 111 appraisal via the Notification form or equivalent written notice; 112 (2) Within fourteen (14) days after the Binding Agreement Date, Buyer shall warrant and represent to Seller 113 via the Notification form or equivalent written notice that 114 a. all required Lender deposits, including appraisal cost and credit report, have been paid as evidenced by 115 supporting documentation (e.g. cancelled check, receipt from Lender, letter from loan originator, etc.); 116 and 117 b. Buyer has available funds to Close per estimates of Lender / loan originator. 118 (3) Buyer shall pursue qualification for and approval of the loan diligently and in good faith; 119 (4) Buyer shall continually and immediately provide requested documentation to Lender and/or loan 120 originator; 121 (5) Unless otherwise stated in this Agreement, Buyer represents that this loan is not contingent upon the lease 122 or sale of any other real property and the same shall not be used as the basis for loan denial; and 123 (6) Buyer shall not intentionally make any material changes in Buyer's financial condition which would 124 adversely affect Buyer's ability to obtain the Primary Loan or any other loan referenced herein. 125 Should Buyer fail to timely comply with 2.C.(I) and/or 2.C.(2) above and provide notice as required, Seller may 126 make written demand for compliance via the Notification form or equivalent written notice. If Buyer does not 127 furnish Seller the requested documentation within two (2) days after such demand for compliance, Buyer shall be 128 considered in default and Seller's obligation to sell is terminated. 129 THIS BOX MUST BE CHECKED IN ORDER FOR IT TO BE A PART OF THIS AGREEMENT. 130 El Financing Contingency Waived (e.g. "All Cash", etc.): Buyer's obligation to close shall not be subject to any 131 financial contingency. Buyer reserves the right to obtain a loan. Buyer will furnish proof of available funds to close 132 in the following manner (e.g. bank statement, Lender's commitment 133 letter) within five (5) days after Binding Agreement Date. Failure to Close due to lack of funds shall be considered 134 default by Buyer. 135 3. Earnest Money. Buyer has paid or will pay within ddddd days after the Binding Agreement Date to 136 (name of Holder) ("Holder") 137 located at (address of Holder), an 138 Earnest Money deposit of S by check (OR 139 ("Earnest Money"). In the event any Earnest Money check is not honored, for any reason, by the bank upon which it is 140 drawn, Holder shall promptly notify Buyer and Seller. Buyer shall have one (I) day after notice to deliver good funds to 141 Holder. In the event Buyer does not timely deliver good funds, Seller shall have the right to terminate this Agreement 142 upon written notice to Buyer via the Notification form or equivalent written notice. Earnest Money is to be deposited 143 promptly after the Binding Agreement Date or the agreed upon delivery date in this Earnest Money paragraph or as 144 specified in the Special Stipulations paragraph contained at paragraph 18 herein. Holder shall disburse Earnest Money 145 only as follows: 146 (a) at Closing to be applied as a credit toward Buyer's Purchase Price; 147 (b) upon a written agreement signed by all parties having an interest in the funds; 148 (c) upon order of a court or arbitrator having jurisdiction over any dispute involving the Earnest Money; 149 (d) upon a reasonable interpretation of the Agreement; or 150 (e) upon the filing of an interpleader action with payment to be made to the clerk of the court having jurisdiction 151 over the matter. 152 Holder shall be reimbursed for, and may deduct from any funds interpleaded, its costs and expenses, including 153 reasonable attorney's fees. The prevailing party in the interpleader action shall be entitled to collect from the other party 154 the costs and expenses reimbursed to Holder. No party shall seek damages from Holder (nor shall Holder be liable for 155 the same) for any matter arising out of or related to the performance of Holder's duties under this Earnest Money 156 paragraph. Earnest Money shall not be disbursed prior to fourteen (14) days after deposit unless written evidence of 157 clearance by bank is provided. Copyright 2013 °Tennessee Association of Realtors. F9 — Purchase and Sale Agreement. Page 3 of 9 Version 1101/2013 EFTA01104580 158 4. Closing, Prorations, Special Assessments and Warranties Transfer. 159 A. Closing Date. This transaction shall be closed ("Closed") (evidenced by delivery of warranty deed and payment of 160 Purchase Price, the "Closing"), and this Agreement shall expire, at 11:59 p.m. local time on the day of 161 ("Closing Date"), or on such earlier date as may be agreed to by the 162 parties in writing. Such expiration does not extinguish a party's right to pursue remedies in the event of default. 163 Any extension of this date must be agreed to by the parties in writing via the Closing Date/Possession Date 164 Amendment or equivalent written agreement. 165 1. Possession. Possession of the Property is to be given (Select the appropriate boxes below. Unselected items 166 will not be part of this Agreement): 167 D with delivery of warranty deed and payment of Purchase Price; 168 OR 169 El on at o'clock o am/ o pm, local time; 170 Occupancy Agreement Attached. ❑ 171 B. Prorations. Real estate taxes, rents, dues, maintenance fees, and association fees on said Property for the calendar 172 year in which the sale is Closed shall be prorated as of the Closing Date. In the event of a change or reassessment of 173 taxes for the calendar year after Closing, the parties agree to pay their recalculated share. Real estate taxes, rents, 174 dues, maintenance fees, and association fees for prior years and roll back taxes, if any, will be paid by Seller. 175 C. Special Assessments. Special assessments approved or levied prior to the Closing Date shall be paid by the Seller 176 at or prior to Closing unless otherwise agreed as follows: 177 178 D. Warranties Transfer. Seller, at the option of Buyer and at Buyer's cost, agrees to transfer Seller's interest in any 179 manufacturer's warranties, service contracts, termite bond or treatment guarantee and/or similar warranties which by 180 their terms may be transferable to Buyer. 181 E. Association Fees. Buyer shall be responsible for all homeowner or condominium association transfer fees, related 182 administration fees, capital expenditures/contributions incurred due to the transfer of Property and/or like expenses 183 which are required by the association, property management company and/or bylaws, declarations or covenants for 184 the Property (unless othenvise specifically addressed herein and/or unless specifically chargeable to Seller under 185 applicable bylaws and/or neighborhood covenants). 186 5. Title and Conveyance. 187 A. Seller warrants that at the time of Closing, Seller will convey or cause to be conveyed to Buyer or Buyer's assign(s) 188 good and marketable title to said Property by general warranty deed, subject only to: 189 (I) zoning; 190 (2) setback requirements and general utility, sewer, and drainage easements of record on the Binding 191 Agreement Date upon which the improvements do not encroach; 192 (3) subdivision and/or condominium declarations, covenants, restrictions, and easements of record on the 193 Binding Agreement Date; and 194 (4) leases and other encumbrances specified in this Agreement. 195 If title examination, closing or loan survey pursuant to Tenn. Code Ann. § 62-18.126, boundary line survey, or other 196 information discloses material defects, Buyer may, at Buye?s discretion: 197 (I) accept the Property with the defects OR 198 (2) require Seller to remedy such defects prior to the Closing Date. Buyer shall provide Seller with written 199 notice of such defects via the Notification form or equivalent written notice. If defects are not remedied 200 prior to Closing Date, Buyer and Seller may elect to extend the Closing Date by mutual written agreement 201 evidenced by the Closing Date/Possession Amendment form or other written equivalent. If defects are not 202 remedied by the Closing Date or any mutually agreed upon extension thereof, this Agreement shall 203 terminate, and Buyer shall be entitled to refund of Earnest Money. 204 Good and marketable title as used herein shall mean title which a title insurance company licensed to do business in 205 Tennessee will insure at its regular rates, subject only to standard exceptions. The title search or abstract used for 206 the purpose of evidencing good and marketable title must be acceptable to the title insurance agent and the issuing 207 title insurance company. Seller agrees to execute such appropriate affidavits and instruments as may be required by 208 the issuing title insurance company. 209 B. Deed. Deed is to be made in the name of 210 The manner in which Buyer takes title determines ownership and survivorship rights. It is the Buyer's responsibility 211 to consult the closing agency or attorney prior to Closing. Copyright 2013 B3 Tennessee Association of Realtors. F9 — Purchase and Sale Agreement. Page 4 of 9 Version 1/01/2013 EFTA01104581 212 6. Seller's Property Disclosure. Pursuant to the requirements of the Tennessee Residential Property Condition Disclosure 213 Act at Tenn. Code Ann. § 66-5-201, et seq. as amended, a Property Condition Disclosure Statement, Exemption, or if 214 Buyer waives Disclosure, a Disclaimer, has been or will be provided prior to the Binding Agreement Date. 215 7. Lead-Based Paint Disclosure (Select the appropriate box below. Items not selected are not part of this 216 Agreement). 217 does not apply. does apply (Property built prior to 1978 — see attached Lead-Based Paint Disclosure). ❑ 218 8. Inspections. 219 A. Buyer's Right to Make Inspection(s). All inspections/reports, including but not limited to the home inspection 220 report, those required/recommended in the home inspection report, Wood Destroying Insect Infestation 221 Inspection Report, septic inspection and well water test, are to be made at Buyer's expense, unless otherwise 222 stipulated in this Agreement. The parties hereto agree that in the event Buyer shall elect to contract with a third 223 party inspector to obtain a "Home Inspection" as defined by Tennessee law, said inspection shall be conducted by a 224 licensed Home Inspector. However, nothing in this paragraph shall preclude Buyer from conducting any inspections 225 on his/her own behalf, nor shall it preclude Buyer from retaining a qualified (and if required by law, licensed) 226 professional to conduct inspections of particular systems or issues within such professional's expertise or licensure, 227 including but not limited to inspection of the heating/cooling systems, electrical systems, foundation, etc., so long as 228 said professional is not in violation of Tenn. Code Ann. § 62.6.301, et seq. as may be amended. Seller shall cause 229 all utility services and any pool, spa, and similar items to be operational so that Buyer may complete all 230 inspections and tests under this Agreement. Buyer agrees to indemnify Seller from the acts of himself, his 231 inspectors and/or representatives in exercising his rights under this Purchase and Sale Agreement. Buyer's 232 obligations to indemnify Seller shall also survive the termination of this Agreement by either party, which shall 233 remain enforceable. Buyer waives any objections to matters of purely cosmetic nature (e.g. decorative, color or 234 finish items) disclosed by inspection. Buyer has no right to require repairs or alterations purely to meet 235 current building codes, unless required to do so by governmental authorities. In the event Buyer fails to timely 236 make such inspections and respond within said timeframe as described herein, the Buyer shall have forfeited any 237 rights provided under this Paragraph 8, and in such case shall accept the Property in its current condition, 238 normal wear and tear excepted. 239 B. Initial Inspections. Buyer and/or his inspectors/representatives shall have the right and responsibility to enter the 240 Property during normal business hours, for the purpose of making inspections and/or tests of the Property. Buyer 241 and/or his inspectors/representatives shall have the right to perform a visual analysis of the condition of the 242 Property, any reasonably accessible installed components, the operation of the Property's systems, including any 243 controls normally operated by Seller including the following components: heating systems, cooling systems, 244 electrical systems, plumbing systems, structural components, foundations, roof coverings, exterior and interior 245 components, any other site aspects that affect the Property, and environmental issues. 246 C. Wood Destroying Insect Infestation Inspection Report. If desired by Buyer or required by Buyer's Lender, it 247 shall be Buyer's responsibility to obtain at Buyer's expense a Wood Destroying Insect Infestation Inspection Report 248 (the "Report"), which shall be made by a Tennessee licensed and chartered pest control operator. 249 The foregoing expense may be subject to governmental guidelines relating to VA Loans (See VA/FHA Loan 250 Addendum if applicable). 251 The inspection shall include each dwelling, garage, and other permanent structure on the Property excluding 252 for evidence of active infestation and/or damage. 253 Buyer shall cause such Report to be delivered to Seller simultaneously with the delivery of the Buyer Inspection 254 Contingency Removal / Notification or equivalent written notice. If the Report indicates evidence of active 255 infestation, Seller agrees to treat infestation at Seller's expense and provide documentation of the treatment to Buyer 256 prior to Closing. Requests for repair of damage, if any, may be addressed in the Buyer Inspection Contingency 257 Removal/Notification form or equivalent written notice pursuant to Subparagraph 8.D., Buyer's Inspection and 258 Resolution below. 259 D. Buyer's Inspection and Resolution. Within days after the Binding Agreement Date ("Inspection 260 Period"), Buyer shall cause to be conducted any inspection provided for herein, including but not limited to the 261 Wood Destroying Insect Infestation Inspection Report AND shall provide written notice of such to Seller using the 262 Buyer Inspection Contingency Removal/Notification form or equivalent written notice as described below. In said 263 notice Buyer shall either: 264 (I) furnish Seller with a list of written specified objections and immediately terminate this Agreement, 265 provided Buyer has conducted a Home Inspection or other inspection(s) as allowed herein, and in good 266 faith discovers matters objectionable to Buyer within the scope of such inspection(s). As additional 267 consideration for Buyer's right to terminate, Buyer shall deliver to Seller or Seller's representative, upon Copyright 2013 C Tennessee Association of Realtors* F9 — Purchase and Sale Agreement. Page 5 of 9 Version 1/01/2013 EFTA01104582 268 Seller's request, a copy of all inspection reports. All Earnest Money shall be returned to Buyer upon 269 termination. 270 OR 271 (2) accept the Property in its present "AS IS" condition with any and all faults and no warranties expressed or 272 implied. Seller has no obligation to make repairs. 273 OR 274 (3) furnish Seller a written list of items which Buyer requires to be repaired and/or replaced with like quality or 275 value in a professional and workmanlike manner. Seller shall have the right to request any supporting 276 documentation that substantiates any item listed. 277 a. Resolution Period. Seller and Buyer shall then have a period of days following receipt of 278 the above stated written list ("Resolution Period") to reach a mutual agreement as to the items to 279 be repaired or replaced with like quality or value by Seller, which shall be evidenced by the Buyer 280 Inspection Contingency Removal/Notification, the Repair Counter Proposal form, or written 281 equivalent(s). The parties agree to negotiate repairs in goodfaith during the Resolution Period. 282 In the event Seller and Buyer do not reach a mutual written resolution during such Resolution 283 Period or a mutually agreeable written extension thereof as evidenced in an Amendment to this 284 Agreement signed by both parties within said period of time, this Agreement is hereby terminated. 285 If terminated, Buyer is entitled to a refund of the Earnest Money. 286 o E. Waiver of All Inspections. THIS BOX MUST BE CHECKED TO BE PART OF THIS AGREEMENT. 287 Buyer, having been advised of the benefits of inspections, waives any and all Inspection Rights under this 288 Paragraph 8 (including but not limited to the Wood Destroying Insect Infestation Inspection Report). 289 9. Final Inspection. Buyer and/or his inspectors/representatives shall have the right to conduct a final inspection of 290 Property no later than days prior to the Closing Date only to confirm Property is in the same or better condition 291 as it was on the Binding Agreement Date, normal wear and tear excepted, and to determine that all repairs/replacements 292 agreed to during the Resolution Period, if any, have been completed. Property shall remain in such condition until the 293 Closing at Seller's expense. Closing of this sale constitutes acceptance of Property in its condition as of the time of 294 Closing, unless otherwise noted in writing. 295 10. Disclaimer. It is understood and agreed that the real estate firms and real estate licensee(s) representing or assisting 296 Seller and/or Buyer and their brokers (collectively referred to as "Brokers") are not parties to this Agreement and do not 297 have or assume liability for the performance or nonperformance of Seller or Buyer. Buyer and Seller agree that Brokers 298 shall not be responsible for any of the following, including but not limited to those matters which could have been 299 revealed through a survey, flood certification, title search or inspection of the Property; for the condition of the Property, 300 any portion thereof, or any item therein; for any geological issues present on the Property; for any issues arising out of 301 the failure to physically inspect Property prior to entering into this Agreement and/or Closing; for the necessity or cost of 302 any repairs to the Property; for hazardous or toxic materials; for the tax or legal consequences of this transaction; for the 303 availability, capability, and/or cost of utility, sewer, septic, or community amenities; for any proposed or pending 304 condemnation actions involving Property; for applicable boundaries of school districts or other school information; for 305 the appraised or future value of the Property; for square footage or acreage of the Property; for any condition(s) existing 306 off the Property which may affect the Property; for the terms, conditions, and availability of financing; and/or for the 307 uses and zoning of the Property whether permitted or proposed. Buyer and Seller acknowledge that Brokers are not 308 experts with respect to the above matters and that they have not relied upon any advice, representations or statements of 309 Brokers (including their firms and affiliated licensees) and waive and shall not assert any claims against Brokers 310 (including their firms and affiliated licensees) involving same. Buyer and Seller understand that it has been strongly 311 recommended that if any of these or any other matters concerning the Property are of concern to them, that they secure 312 the services of appropriately credentialed experts and professionals of Buyer's or Seller's choice for the independent 313 expert advice and counsel relative thereto. 314 11. Brokerage. As specified by separate agreement, Seller agrees to pay Listing Broker at Closing the agreed upon 315 compensation. The Listing Broker will direct the closing agency to pay the Selling Broker, from the compensation 316 received, an amount in accordance with the terms and provisions specified by separate agreement. The parties agree and 317 acknowledge that the Brokers involved in this transaction may receive compensation from more than one party. All 318 parties to this Agreement agree and acknowledge that any real estate firm involved in this transaction shall be deemed a 319 third party beneficiary only for the purposes of enforcing their commission rights, and as such, shall have the right to 320 maintain an action on this Agreement for any and all compensations due and any reasonable attorney's fees and court 321 costs. 322 12. Default. Should Buyer default hereunder, the Earnest Money shall be forfeited as damages to Seller and shall be applied 323 as a credit against Seller's damages. Seller may elect to sue, in contract or tort, for additional damages or specific 324 performance of the Agreement, or both. Should Seller default, Buyer's Earnest Money shall be refunded to Buyer. In Copyright 2013 O Tennessee Association of Realtors* F9 — Purchase and Sate Agreement. Page 6 of 9 Version 1/01/2013 EFTA01104583 325 addition, Buyer may elect to sue, in contract or tort, for damages or specific performance of this Agreement, or both. In 326 the event that any party hereto shall file suit for breach or enforcement of this Agreement (including suits filed after 327 Closing which are based on or related to the Agreement), the prevailing party shall be entitled to recover all costs of such 328 enforcement, including reasonable attorney's fees. 329 13. Home Protection Plan. This is not a substitution for Home Inspection. Exclusions to coverage may apply. (Select the 330 appropriate box below. Items not selected are not part of this Agreement). 331 Home Protection Plan. to pay $ for the purchase of a limited home 332 protection plan to be funded at Closing. Plan Provider: 333 Ordered by: (Real Estate Company) 334 Home Protection Plan waived. 335 14. Other Provisions. 336 A. Binding Effect, Entire Agreement, Modification, Assignment, and Binding Agreement Date. 337 This Agreement shall be for the benefit of, and be binding upon, the parties hereto, their heirs, successors, legal 338 representatives and assigns. This Agreement constitutes the sole and entire agreement between the parties hereto 339 and no modification of this Agreement shall be binding unless signed by all parties or assigns to this Agreement. No 340 representation, promise, or inducement not included in this Agreement shall be binding upon any party hereto. Any 341 assignee shall fulfill all the terms and conditions of this Agreement. The parties hereby authorize either licensee to 342 insert the time and date of receipt of the notice of acceptance of the final offer and further agree to be bound by such 343 as the Binding Agreement Date following the signatory section of this Agreement, or Counter Offer, if applicable. 344 B. Survival Clause. Any provision contained herein, which by its nature and effect is required to be performed after 345 Closing shall survive the Closing and delivery of the deed, and shall remain binding upon the parties to this 346 Agreement and shall be fully enforceable thereafter. 347 C. Governing Law and Venue. This Agreement is intended as a contract for the purchase and sale of real property 348 and shall be governed by and interpreted in accordance with the laws and in the courts of the State of Tennessee. 349 D. Time of Essence. Time is of the essence in this Agreement. 350 E. Terminology. As the context may require in this Agreement: (1) the singular shall mean the plural and vice versa; 351 (2) all pronouns shall mean and include the person, entity, fum or corporation to which they relate; (3) the masculine 352 shall mean the feminine and vice versa; and (4) the term day(s) used throughout this Agreement shall be deemed to 353 be calendar day(s) ending at 11:59 p.m. local time unless othenvise specified in this Agreement. Local time shall be 354 determined by the location of Property. In the event a performance deadline, other than the Closing Date 355 (paragraph 4), Date of Possession (paragraph 4), and Offer Expiration Date (paragraph 20), occurs on a Saturday, 356 Sunday or legal holiday, the performance deadline shall extend to the next following business day. Holidays as used 357 herein are those days deemed federal holidays pursuant to 5 U.S.C. § 6103. In calculating any time period under 358 this Agreement, the commencement shall be the day following the initial date (e.g. Binding Agreement Date). 359 F. Responsibility to Cooperate. Buyer and Seller agree to timely take such actions and produce, execute, and/or 360 deliver such information and documentation as is reasonably necessary to carry out the responsibilities and 361 obligations of this Agreement. Except as to matters which are occasioned by clerical errors or omissions or 362 erroneous information, the approval of the closing documents by the parties shall constitute their approval of any 363 differences between this Agreement and the Closing. Buyer and Seller agree that if requested after Closing, they 364 will correct any documents and pay any amounts due where such corrections or payments are appropriate by reason 365 of mistake, clerical errors or omissions, or the result of erroneous information. 366 G. Notices. Except as otherwise provided herein, all notices and demands required or permitted hereunder shall be in 367 writing and delivered either (I) in person; (2) by a prepaid overnight delivery service; (3) by facsimile transmission 368 (FAX); (4) by the United States Postal Service, postage prepaid, registered or certified, return receipt requested; or 369 (5) Email. NOTICE shall be deemed to have been given as of the date and time it is actually received. Receipt of 370 notice by the real estate licensee or their Broker assisting a party as a client or customer shall be deemed to be notice 371 to that party for all purposes under this Agreement as may be amended, unless otherwise provided in writing. 372 H. Risk of Loss. The risk of hazard or casualty loss or damage to Property shall be borne by the Seller until transfer of 373 title. If casualty loss prior to Closing exceeds 10% of the Purchase Price, Seller or Buyer may elect to terminate this 374 Agreement with a refund of Earnest Money to Buyer. 375 I. Equal Housing. This Property is being sold without regard to race, color, sex, religion, handicap, familial status, or 376 national origin. 377 J. Severability. If any portion or provision of this Agreement is held or adjudicated to be invalid or unenforceable for 378 any reason, each such portion or provision shall be severed from the remaining portions or provisions of this 379 Agreement, and the remaining portions or provisions shall be unaffected and remain in full force and effect. Copyright 2013 C Tennessee Association of Realtors. F9 — Purchase and Sale Agreement. Page 7 of 9 Version 1/01/2013 EFTA01104584 380 K. Other. In further consideration of Buyer's right to legally, properly and in good faith invoke a right to terminate 381 this Agreement pursuant to any specific Buyer contingency as stated herein, Buyer agrees, upon Seller's request, to 382 provide Seller or Seller's representative with copies of any supporting documentation which supports Buyer's right 383 to exercise said contingency, the sufficiency and adequacy of said additional consideration being acknowledged. 384 Any such supporting documents shall be provided for Seller's benefit only and Seller shall not disseminate the same 385 to third parties. However, Buyer shall not be required to provide any documents to Seller in violation of any 386 confidentiality agreement or copyright protection laws, if applicable. 387 15. Buyer's Additional Due Diligence. If any of the matters below are of concern to Buyer, Buyer should address the 388 concern by specific contingency in the Special Stipulations Paragraph of this Agreement. 389 A. Survey and Flood Certification. Survey Work and Flood Certifications are the best means of identifying boundary 390 lines and/or encroachments and easements or flood zone classifications. Buyer may obtain a Mortgage Inspection or 391 Boundary Line Survey and Flood Zone Certifications. 392 B. Water Supply. The system may or may not meet state and local requirements. It is the right and responsibility of 393 Buyer to determine the compliance of the system with state and local requirements. [For additional information on 394 this subject, request the "Water Supply and Waste Disposal Notification" form.] 395 C. Waste Disposal. The system may or may not meet state and local requirements. It is the right and responsibility of 396 Buyer to determine the compliance of the system with state and local requirements. In addition, Buyer may, for a 397 fee, obtain a septic system inspection letter from the Tennessee Department of Environment and Conservation, 398 Division of Ground Water Protection. [For additional information on this subject, request the "Water Supply and 399 Waste Disposal Notification" form.] 400 D. Title Exceptions. At Closing, the general warranty deed will be subject to subdivision and/or condominium 401 declarations, covenants, restrictions and easements of record, which may impose obligations and may limit the use 402 of the Property by Buyer. 403 16. Seller's Additional Obligations. If Seller has any knowledge of an exterior injection well and/or a percolation test or 404 soil absorption rate on the Property, Seller shall be obligated to counter this offer by disclosure of the existence of the 405 above including any tests and reports unless disclosure has already been received and acknowledged in writing by Buyer. 406 Seller shall also disclose in the same manner whether any single family residence located on the Property has been 407 moved from an existing foundation to another foundation where such information is known to the Seller. Seller shall 408 also be obligated to counter this offer to disclose if the Property is located in a Planned Unit Development (PUD) as 409 defined pursuant to Tenn. Code Ann. § 66-5-213 unless said disclosure has already been received in writing and 410 acknowledged by Buyer. If the Property is in a PUD, Seller agrees to make available copies of the development's 411 restrictive covenants, homeowner bylaws, and master deed to Buyer upon request 412 17. Exhibits and Addenda. All exhibits and/or addenda attached hereto, listed below, or referenced herein are made a part 413 of this Agreement: 414 415 416 417 418 419 420 18. Special Stipulations. The following Special Stipulations, if conflicting with any preceding paragraph. shall control: 421 422 423 424 425 426 427 428 429 430 431 432 433 434 435 Copyright 2013 B3 Tennessee Association of Realtors* F9 — Purchase and Sale Agreement. Page 8 of 9 Version 1101/2013 EFTA01104585 436 19. Method of Execution. The parties agree that signatures and initials transmitted by facsimile, other photocopy 437 transmittal, or by transmittal of digital signature as defined by the applicable State or Federal law will be acceptable and 438 may be treated as originals and that the final Purchase and Sale Agreement containing all signatures and initials may be 439 executed partially by original signature and partially on facsimile, other photocopy documents, or by digital signature as 440 defined by the applicable State or Federal law. 441 20. Time Limit of Offer. This Offer may be withdrawn at any time before acceptance with Notice. Offer terminates if not 442 countered or accepted by o'clock o a.mJ o p.m.; on the day of 443 LEGAL DOCUMENTS: This is an important legal document creating valuable rights and obligations. If you have 444 any questions about it, you should review it with your attorney. Neither the Broker nor any Agent or Facilitator is 445 authorized or qualified to give you any advice about the advisability or legal effect of its provisions. 446 NOTE: Any provisions of this Agreement which are preceded by a box "o" must be marked to be a part of this 447 Agreement. By affixing your signature below, you also acknowledge that you have reviewed each page and have 448 received a copy of this Agreement. 449 Buyer hereby makes this offer. 450 451 BUYER BUYER 452 at o'clock Dam/ Opm at o'clock Elam/ 0 pm 453 Offer Date Offer Date 454 Seller hereby: 455 o ACCEPTS — accepts this offer. 456 o COUNTERS — accepts this offer subject to the attached Counter Offer(s). 457 o REJECTS this offer and makes no counter offer. 458 459 SELLER SELLER 460 at o'clock o am/ a pm at o'clock o am/ o pm 461 Date Date 462 Binding Agreement Date. This instrument shall become a "Binding Agreement" on the date ("Binding Agreement Date") 463 the last offeror, or licensee of the offeror, receives notice of offeree's acceptance. Notice of acceptance of the final offer was 464 pro