PURCHASE
AND
This Agreement is dated as of the
_______day of_________________ 2008.
1. PARTIES. Lou Teixeira and
Gail-Sylvia Teixeira hereinafter called the SELLER,
with a mailing address at
2. DESCRIPTION. The premises are located at
3. BUILDINGS,
STRUCTURES, IMPROVEMENTS, BUILDING, FIXTURES. Included in the sale as a part of the
Premises are the buildings, structures, and improvements thereon, if any.
4. TITLE
DEED. The Premises are to be
conveyed to BUYER or to the nominee designated by the BUYER by
written notice to SELLER at least seven (7) days before the deed is to
be delivered as herein provided, which 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) Such taxes for
the then current year as are not due and payable on the date of the delivery of
such deed;
(c) Any liens for
municipal betterments assessed after the date of this Agreement; and
(d) All easements,
restrictions and reservations of record to the extent the same do not interfere
with the use of the Premises as it is presently used.
5. PLANS. If the 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.
6. REGISTERED
TITLE. DELETED
7. PURCHASE
PRICE. The agreed purchase price
for the Premises is
DOLLARS of which
$________________ has been paid
herewith (as a deposit)
$________________ is to
be paid at the closing by bank, cashier’s or certified
check
$________________ TOTAL
8. The deed is to
be delivered and the closing is to take place on or before the 30th
day after the date of the execution of this Purchase and Sales Agreement (the
“Closing Date ) or as otherwise agreed at the
9. POSSESSION
AND CONDITION OF THE PREMISES.
Full possession of the Premises, is to be delivered at the time of the
delivery of the deed, the Premises to be then in the same condition as they now
are, reasonable use and wear thereof excepted BUYER shall be entitled to an
inspection of the Premises prior to the delivery of the deed in order to
determine whether their condition complies with the terms hereof.
10 EXTENSION
TO PERFECT TITLE OR MAKE THE PREMISES CONFORM. If SELLER shall
be unable to give title or to make conveyances, or to deliver possession of the
Premises, all as herein stipulated or if at the time of the delivery of the
deed 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 as provided herein, or to make the Premises conform to the
provisions hereof, as the case may be, in which event the time for performance
hereof shall automatically be extended for a period of thirty (30) days or, at BUYER’S
option, for such additional period of time as is reasonably necessary for SELLER
to undertake such efforts.
11. FAILURE
TO PERFECT TITLE OR MAKE THE PREMISES CONFORM. If at the conclusion of such extended time SELLER
shall have failed so to remove the defects in title, deliver possession or make
the Premises conform, as the case may be, all as herein agreed, then at BUYER’S
option, any payments made under this Agreement shall be forthwith refunded,
except as provided for herein, and all other obligations of all 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 during any extended time for
performance, to accept such title as SELLER can deliver to the Premises
in their then condition and to pay the purchase price without deduction (except
as otherwise provided herein), in which case SELLER shall convey such
title.
13. ACCEPTANCE
OF DEED. The acceptance of a
deed by BUYER or its 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 the deed.
14. USE OF
PURCHASE MONEY TO CLEAR TITLE.
To enable SELLER to make conveyance as herein provided or to
cause the condition of the Premises to conform to the provisions hereof, SELLER
shall, at the time of delivery of the deed, use the purchase money or any
portion thereof to clear the title of any or all encumbrances or interests or
to cause the condition of the Premises to conform to the provisions hereof,
provided that all instruments so procured are recorded simultaneously with the
delivery of the deed, or within a reasonable time thereafter in accordance with
local customs.
15. INSURANCE. Until the delivery of the deed, SELLER
shall continue to maintain the insurance that is currently in effect with
respect to the Premises, and the risk of loss, casualty or other damage to the
improvements included within the Premises shall be that of SELLER.
16. ADJUSTMENTS. All water and sewer use charges and real
estate taxes for the then current year shall be apportioned 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.
17. ADJUSTMENT
OF UNASSESSED AND ABATED TAXES.
If the amount of said real estate taxes is not known at the time of the
delivery of the deed, they will be apportioned on the basis of the taxes
assessed for the preceding year, with a reapportionment as soon as the new tax
rate and valuation can be ascertained; and, if the taxes that are to be
apportioned are thereafter reduced by abatement, the amount of such abatement,
less the reasonable cost of obtaining the same, will 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. BUYERS PREMIUM .
BUYER shall be required to pay a three (3%) percent Buyers Premium above the Purchase Price listed in Paragraph
Seven to Salvadore Auctions and Appraisals, Inc.
19. BROKERAGE
WARRANTY. BUYER and SELLER
each hereby represent to the other that other than the Auctioneer referenced in
Paragraph 18, they have not dealt with any broker in connection with this
transaction, and each hereby agrees to indemnify, defend and hold harmless the
other from and against any claim inconsistent with such representation. The provisions of this Section 19 shall
survive the delivery of the deed hereunder.
Exception: Seller has a contract
with a Real Estate Broker and agrees that any obligation under that contract is
solely the responsibility of the Seller.
20. DEPOSIT. The Deposit shall be held in escrow Salvadore
Auctions and Appraisals, Inc., in an
interest bearing escrow account subject to the terms of this Agreement and
shall be duly accounted for on the Closing Date.
21. WARRANTIES. In order to induce BUYER to enter into
this Agreement, SELLER represents that, to the best of its knowledge:
(a) There are no
outstanding violations of any environmental, building, health or other
applicable local, state or federal laws, rules, ordinances, regulations,
permits and requirements of public authorities having jurisdiction over the
Premises, or any state of facts that with notice or the passage of time could
ripen into any such violations;
(b) No work has
been performed on the Premises which would give rise to the filing of a
mechanic’s lien, nor will there by any such lien filed against the Premises for
work performed or goods or services provided to, on behalf of or with the
consent of SELLER between the date hereof and the closing date;
(c) SELLER
has the legal right, power and authority to enter into this Agreement and to
perform all of its obligations hereunder, and the execution and delivery hereof
the performance of such obligations will not conflict with or result in any
breach of any of the terms, conditions, covenants or provisions of any
agreement or instrument to which SELLER is a party or to which SELLER
is bound;
22. The BUYER
acknowledges and confirms that he is not relying upon any representation,
warranty, guarantee, promise, statement or inducement, oral or written, expressed
or implied, which may have been made by the SELLER or other acting or
purporting to act on behalf of the SELLER or any real estate broker or
agent with respect to the past, present or future condition of the Premises,
its actual or projected income and expenses, operation, value, uses,
maintenance or any other aspect of this transaction or the Premises, and BUYER
agrees to accept the Premises in their present condition, AS IS, subject to
normal wear and tear between the date hereof and the Closing Date.
23. FLOOD
HAZARD INSURANCE. If the
property is determined to be in a flood hazard zone, a lender may require flood
hazard insurance before it will grant a mortgage. Providing such insurance is the sole responsibility
of the BUYER.
24. TITLE
STANDARDS. Any matter of
practice arising under or relating to this Agreement which is the subject of a
practice standard of the Massachusetts Conveyancers’
Association shall be governed by such standard to the extent possible. Any title matter which is the subject of a
title standard of the Massachusetts Conveyancers’
Association at the time of the delivery of the deed shall be governed by said
title standard to the extent applicable.
25. BUYER'S
DEFAULT, DAMAGES The parties have agreed that in the event of default
by BUYER hereunder, the precise amount of damages suffered by SELLERS
will not be readily ascertained and, accordingly, that if BUYER shall
fail to fulfill BUYER’S agreements hereunder, then any deposits made
hereunder shall be retained by SELLER as liquidated damages, which shall
be SELLERS’ sole remedy, at law and in equity, for BUYER’S breach
hereunder.
26. AFFIDAVITS. At closing, BUYER and SELLER
shall execute such documents and affidavits as are customary to secure first
mortgage financing and/or owner’s title insurance policy from a recognized
title insurance company at normal premium rates using standard ALTA forms.
27. BUYER’S
INSPECTIONS. From and after the
date hereof and for the next seven (7) days, BUYER and BUYER’S representatives,
consultants, engineers, contractors, principals, proposed lenders, appraisers
and/or agents shall have the continuing right of access to the Premises during
normal working hours, but upon 24 hours prior telephonic notice to SELLER for
purposes of examining the Premises and making surveys, and the like, all of
which shall be undertaken at BUYER’S sole cost and expense. BUYER agrees that BUYER shall
perform such tests in a manner so as to minimize interference with access to
and use of the Premises by SELLER and shall indemnify and hold harmless SELLER
from and against any damage to SELLERS’ property arising from such
entry, and from any bodily injury, death or damage to property of BUYER
or BUYER’S representatives, consultants, engineers, contractors,
principals, proposed lender, appraisers and/or agents upon reasonable notice, SELLER
shall make available its personnel for the purpose of showing the Premises to
the aforementioned representatives of BUYER.
If the results of any such test or BUYER’S
other engineering, architectural or other examinations concerning the property
are reasonably unsatisfactory to BUYER, then BUYER may terminate
this Agreement by providing written notice of such unsatisfactory results to
the SELLER and provide copies of any reports indicating such results to
the SELLER, by 5:00 p.m. on the seventh day after the execution of this
Agreement, whereupon this Agreement shall be terminated without further
recourse to either party.
28. LIABILITY
OF TRUSTEE, SHAREHOLDER, BENEFICIARY.
If SELLER or BUYER execute this Agreement in a
representative or fiduciary capacity, only the principal or the estate
represented shall be bound, and neither SELLER nor BUYER so
executing, nor any trustee, shareholder or beneficiary of any trust, partner of
any partnership or member of any limited liability corporation shall be
personally liable for any obligation, expressed or implied, hereunder.
29. OTHER
WARRANTIES AND REPRESENTATIONS. BUYER
and SELLER agree that they have incorporated in this Agreement their
entire understanding and that no oral statement or prior written statement made
by either of them or by any other person extrinsic to this Agreement shall have
any force or effect. BUYER agrees
that BUYER is not relying on any representations, oral or written,
concerning the age, condition, workmanship or suitability of the Premises or
any part thereof for any purposes made by any person, other than those
representations expressly set forth in this Agreement or in other documents
expressly made a part hereof.
30. CONSTRUCTION
OF AGREEMENT. This instrument 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,
devisees, executors, administrators, successors and assigns, and my be
canceled, modified or amended only by a written instrument executed by both SELLER
and BUYER. The captions and
marginal notes are used only as a matter of convenience and are not to be
considered a part of this Agreement or to be used in determining the intent of
the parties to it.
31. NOTICES. All notices and other communications or
deliveries that are required or permitted to be given hereunder shall be given
in writing, by facsimile transmission with a copy following in the United
States mail, or be registered or certified mail, return receipt requested, or
by generally recognized overnight delivery, or by hand and
(a) if intended for SELLER, addressed to them at the
address set forth above
Lou Teixeira
Gail Sylvia-Teixeira
with a copy to:
(b) If intended
for BUYER, addressed to it at the address set forth above,
with a copy to:
or to such other address established by
like notice. All such notices and
communications shall be effective when so deposited in the
32. FOREIGN
PERSON. SELLER hereby
warrants and represents to BUYER that SELLER is not a “foreign
person” as defined by the Internal Revenue Code, Section 1445, and agrees to
execute and deliver to BUYER at closing an affidavit or certificate in
compliance with Section 1445 (b) (2) and the applicable regulations thereunder.
33. CERTIFICATES. The SELLER hereby agrees to sign and
deliver, at the time of performance, such affidavits, documents and
certificates as may be required by the lending institution which is providing
the purchase money mortgage funds to the BUYER for this transaction,
provided that the same are reasonably requested by such lending
institution.
34. ESCROW FUNDS.
In the event of a disagreement relative to the disbursal of escrow funds
as referenced in this Purchase and Sale Agreement, the escrow agent may retain
all deposits made under this Agreement and distribute same upon instructions
mutually agreed upon and given by the SELLERS’ and BUYERS'. A disagreement shall be defined as the lack
of instructions mutually given by all parties.
THIS AGREEMENT IS EXECUTED AS A
SEALED INSTRUMENT AS OF THE DATE SET
SELLER:
_________________________________
Lou
Teixeira
SELLER:
_________________________________
Gail
Sylvia-Teixeira
BUYER:
_________________________________
AUCTIONEER:
BY: