AGREEMENT FOR PURCHASE &
SALE OF REAL PROPERTY
Agreement For Purchase and Sale of Real Property entered into this
the __13th day of September, 2018 by and
between West Tennessee Presbytery of the Cumberland
Presbyterian Church, Xxxxxxxx Xxxxxxxx, Moderator, Board of Trustees
hereinafter called Seller(s), and
hereinafter called Buyer(s), and ALEXANDER AUCTIONS &
REAL ESTATE SALES, hereinafter called Agent.
the seller(s) have agreed to sell and the purchaser(s) have agreed to
purchase, on the terms and conditions hereinafter set out, the
following described real estate, (hereinafter called Property” or
“property”), situated in the _3rd
Civil District of Xxxxxx County, State of
_Tennessee described as follows:
METAL CHURCH BUILDING AND LOT LOCATED AT 0000 XXXXXX XXXXX XXXX,
XXXXXXXX, XX 00000. Tract No. 1 in the Walnut Grove C.P. Church
PROPERTY IS BEING SOLD SUBJECT TO
THE GENERAL TERMS WHICH ARE ATTACHED TO THIS CONTRACT FOR FUTURE
REFERENCE IN ADDITION TO ANY OTHER TERMS ANNOUNCED AT THE AUCTION.
REFERENCE: Tract No. 1 in the Walnut Grove C.P. Church Subdivision
filed September 29th,
2015. Source of Deed: DB 310/Page 27, DB 77/Page 512, and DB “X”,
REFERENCE: TAX MAP 015, PARCEL 031.00, TIPTION COUNTY TAX ASSESSOR’S
the property was offered at auction by Seller on September
13th, 2018 . Buyer
was the successful bidder for the property, under the terms and
conditions of said auction, which included, but was not limited to,
an agreement to execute this Agreement, as evidence of Buyer’s
commitment to buy the property; and
B. WHEREAS, Seller desires to sell
and Buyer desires to purchase, the property; and
NOW, THEREFORE, with reference
to the foregoing recitals which are incorporated herein by this
reference, and for other valuable consideration the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree
TERMS, CONDITIONS AND
CONTINGENCIES OF PURCHASE AND SALE:
PRICE Subject to the terms and conditions of this Agreement,
Seller agrees to sell to Buyer, and Buyer agrees to purchase from
Seller, the Property for a purchase price of
( $ _______________________)
(hereinafter the “Purchase Price”) payable in cash at the closing
(as defined below). Buyer acknowledges that Buyer, by closing, has
inspected and examined all factors concerning the Property and hereby
affirms the purchase price has been adjusted to reflect an “AS IS”
condition of the Property. Upon the close of escrow, Buyer shall
conclusively be deemed to have released Seller from all
responsibility relating to the Property, and to have accepted the
Property in its condition “AS IS”, without warranty or
representation express or implied, except as expressly set forth
OF TITLE: The Property is to be conveyed by _warranty
deed or, if not called a “warranty” deed in the state in
which the Property is located, then the transfer of title shall be by
that state’s deed of conveyance that warrants to defend title only
against lawful claims of the grantor and all persons claiming by,
through or under grantor hereinafter, the “Deed”). The Deed shall
be subject to easements, conditions and restrictions, leases, zoning,
ordinances or laws of governmental authority and covenants of record
that lawfully affect the property and subject to those matters that
would be shown on a current, accurate survey of the Property or by an
inspection thereof. In addition, the Deed shall be subject to the
restrictions and “AS IS” language contained in the Agreement.
The legal description to be used in the Deed transferring the
Property to Buyer shall be the legal description that was used in the
Deed that transferred the Property to Seller, unless a current survey
has been made and the surveyor has provided a new legal description,
or a recorded plat.
OF THE PROPERTY: Buyer may, at Buyer’s cost, obtain a
survey to use for Buyer’s purposes.
OF XXXXXXX MONEY, OPENING OF ESCROW AND CLOSING: Upon
execution of this Agreement by Buyer, Buyer shall deposit with
Alexander Auctions & Real Estate Sales (hereinafter called
“Agent”), to be deposited in Alexander Auctions & Real Estate
Sales Escrow Account in the First State Bank whose address is 000
Xxxxxxxxxx Xxxxxx, Xxxxxx, XX 00000, the amount of
_ Dollars ($________________) as xxxxxxx money
(hereinafter “Escrow Deposit”) with the execution of this
contract and the amount of $
to be paid upon delivery of the deed as follows: $
cash at closing. Upon closing of the transaction
contemplated by this Agreement (hereinafter “Closing”), the
Escrow Deposit shall be credited toward the Purchase Price.
As a material part of the
consideration for Seller’s execution of this Agreement, Buyer
hereby agrees that Escrow shall close within Thirty
( 30 ) days after the date of the auction, which
auction date for this Property is/was ___ September 13th,
2018 (hereinafter the “Closing”).
In any litigation brought to enforce any of the terms of this
Agreement, the successful party shall be entitled to recover, in
addition to other damages, his attorney’s fees and court costs
incurred in said litigation.
DAMAGES: Buyer and Seller agree that if Buyer fails to
perform the obligations and responsibilities as and when required by
this Agreement, such failure shall constitute a material default by
Buyer and shall vest in Seller the right to terminate this Agreement
and the Escrow by giving written notice of termination to Buyer and
Agent. If Seller elects to terminate this Agreement, the xxxxxxx
money deposited shall be retained and divided equally between
Seller(s) and Alexander Auctions & Real Estate Sales as
liquidated damages and commission respectively. The right given
Seller(s) to make the above election shall not be Seller(s)'
exclusive remedy, and either party shall have the right to elect to
affirm this contract and enforce its specific performance or recover
full damages for its breach. Seller(s)' retention of such xxxxxxx
money shall not be evidence of an election to declare this contract
canceled, as Seller(s) shall have the right to retain his portion of
xxxxxxx money to be credited against damages actually sustained,
either in the enforcement of this Agreement by specific performance
or in the recovery of full damages, whichever may apply.
PRECEDENT TO BUYER’S PERFORMANCE: Buyer acknowledges that
Buyer has made a general inspection of the Property or the property
has been inspected by their personal representative with Power of
Attorney to act in their behalf, prior to executing this Agreement,
that Buyer is satisfied with the condition of the Property and that
this sale is an “AS IS” Sale.
Title Issues and Objections Buyer shall be responsible for
ordering at Buyers Expense a Title Opinion, title policy or title
commitment for an Owner’s Policy of Title Insurance. Buyer shall
forward the Title Opinion or Updated Commitment, when received, to
Alexander Auctions & Real Estate Sales and Seller. Buyer shall,
within fifteen (15) business days following Buyer’s receipt of the
Title Opinion or Updated Commitment, notify Alexander Auctions &
Real Estate Sales and Seller of Buyer’s written objection(s) to any
exceptions that are shown in the Title Opinion or Commitment. Seller
shall have 90 days to cure any such objections shown in the Title
Opinion or Updated Commitment. In no event shall such objections
include the matters waived by this agreement as described herein. In
the event, Seller cannot cure the objections that were shown in the
Title Opinion or Updated Commitment, Buyer may either terminate this
Agreement, as provided herein, or elect to purchase the Property
despite its objections. In any event, Buyer’s failure to respond,
on or before five (5) days prior to the Closing, shall be deemed
conclusive evidence of Buyer’s approval of the condition of title,
as shown on the Commitment.
event Seller cannot cure the objections shown in the Title Opinion or
updated Commitment and Seller elects to terminate this Agreement, as
provided herein, the xxxxxxx money deposit shall be refunded. If the
transaction shall not be closed because of the title objections or
refusal of the Seller to perform, then Seller shall pay the Agent the
commission and expenses on demand. Failure or refusal of wife or
husband of Seller or Buyer to execute deed or mortgage required
hereunder shall be deemed default on the part of such Seller or
Delivery of Documents: Seller shall have executed,
acknowledged (if required) and delivered all documents and
instruments required of Seller to Agent, as required in this
CONDITION OF “AS IS” PROPERTY: Buyer
Acknowledges That Except For Any Express Warranties and
Representations Contained in The Agreement And The Deed, Buyer Is
Not Relying On Any Written, Oral, Implied Or Other Representations,
Statements Or Warranties By Seller Or Any Agent Of Seller Or Any Real
Estate Broker Or Salesman. All Previous Written, Oral, Implied or
Other Statements, Representations, Warranties or Agreements, If Any,
Are Merged Herein.
Other Than as Specifically
Disclosed Herein, Seller Has Not Made, Does Not Make, And Expressly
Disclaims, Any Warranties, Representations, Covenants Or Guarantees,
Expressed Or Implied, Or Arising By Operation Of Law, As To The
Merchantability, Habitability, Quantity, Quality Or Environmental
Condition Of The Property Or Its Suitability Or Fitness For Any
Particular Purpose Or Use.
Upon Signing The Contract, Buyer
Affirms That It Has (i) Investigated And Inspected The Property To
Its Satisfaction And Is Familiar And Satisfied With The Condition Of
The Property And (ii) Has Made Its Own Determination As To (a) The
Merchantability, Quantity, Quality And Condition Of The Property,
Including The Presence Of Toxic Or Hazardous Substances, Materials,
Or Wastes Or Other Actual And Potential Environmental Contaminates,
And (b) The Property’s Suitability Or Fitness For Any Particular
Purpose Or Use. Buyer Hereby Accepts The Property In Its Present
Condition On An “As Is”, “Where Is” And “With All Faults”,
Including Environmental, Basis And Acknowledges That (i) Without This
Acceptance, This Sale Would Not Be Made (ii) That the Purchase Price
Reflects The Existing Condition Of The Property, Including The
Presence Of Environmental Contamination, If Any, Thereon, And (iii)
Seller Shall Be Under No Obligation Whatsoever To Undertake Any
Repair, Alteration, Remediation Or Other Work Of Any Kind With
Respect To Any Portion Of The Property.
Except As Otherwise Agreed To
Herein, Seller Is Hereby Released By Buyer And Its Successors And
Assigns Of And From Any And All Responsibility, Liability,
Obligations And Claims, Known Or Unknown, Including (1) Any
Obligation To Take The Property Back Or Reduce The Price, Or (2)
Actions For Contribution Or Indemnity, That Buyer Or Its Successors
And Assigns May Have Against Seller Or That May Arise In The Future,
Based In Whole Or In Part, Upon The Presence Of Toxic Or Hazardous
Substances, Materials, Or Wastes Or Other Actual Or Potential
Environmental Contaminates On Within Or Under The Surface Of The
Buyer Further Acknowledges That
the Provisions of This Paragraph Have Been Fully Explained to Buyer
and That Buyer Fully Understands and Accepts The Same. The
Provisions of This Paragraph Shall Survive Closing, Whether or Not
Specifically Stated in The Deed.
PRECEDENT TO SELLER’S PERFORMANCE: Seller’s obligation
to sell the Property is subject to the satisfaction of all the
conditions set forth below in this Article 7, within the time periods
specified. If any of these conditions are not satisfied within the
stated applicable time period, Seller may terminate this Agreement
and cancel the Escrow. In the event Seller terminates this Agreement
pursuant to this Article or because Buyer is otherwise in breach of
this agreement, the escrow funds shall be distributed to Seller as
liquidated damages pursuant to Article 4 hereinabove. Seller may
waive, in writing, any or all of the conditions, in whole or in part,
without prior notice to Buyer.
Delivery of Documents: Buyer shall have executed,
acknowledged (if required) and delivered all monies, documents and
instruments to Agent, as required in this Agreement.
Approval by Buyer: Buyer shall have, on a timely basis
approved or waived the conditions to Buyer’s performance, as
described in Article 5 above.
Demands: Agent is hereby authorized and instructed to obtain
demands for payment of any recorded liens against the Property and,
after approval of such demands by Seller (which approval shall not be
unreasonably withheld), to pay such demands and secure the release of
such liens at the Closing out of the funds deposited into Escrow by
Seller or Buyer.
Allocations of Costs and Expense: The expenses of Agent and
costs and expenses of consummating the transaction contemplated in
this Agreement shall be paid in the following manner:
1. By Buyer shall pay for (a) the cost of Attorney’s
Title Opinion, (b) the cost of Commitment and Owner’s Policy of
Title Insurance referred to in Article 5(A) and Article 8(C) the cost
of recording the Deed to Buyer, including Revenue Stamps and /or any
transfer tax, if applicable; including closing fees charged by the
Buyer’s Attorney, Mortgagor or Buyer’s Closing Agent; (d) any and
all costs associated with the cost of recording any documents for
Buyer’s benefit, if any.
2. The 2018 taxes will be assumed by purchaser.
3. By Seller: Seller shall pay (a) any expense associated
with the Property to the date of Closing; (b) the proration of real
property taxes (if applicable), assessments and personal property
taxes, if any, with respect to the Property based upon the latest
available tax information; (c) the cost of deed preparation; and (d)
the cost of removal of any liens caused by Seller.
4. If any errors or omissions are made regarding adjustments and
prorations as aforesaid, the parties shall make the appropriate
corrections promptly upon the discovery thereof. If any estimations
are made at the Closing regarding adjustments or prorations, the
parties shall make the appropriate correction promptly when accurate
information becomes available. Any corrected adjustment or proration
shall be paid in cash to the party entitled thereto.
Policy of Title Insurance: At the Closing, Buyer’s Attorney
or Title Company shall deliver to Buyer a Commitment for Title
Insurance or a Policy of Title Insurance in the amount of the
Purchase Price, committing to insure, or insuring title vested in
Buyer, free of encumbrances, except:
non-delinquent general and special real property taxes and
2. Easements, encumbrances, covenants, conditions, restrictions,
reservations, rights-of-way and other matter of record or that would
be shown by a current and accurate survey of the Property of whatever
kinds or nature, including, but not limited to, those matters
relating to utility lines, road, sewers, right of surface entry, and
the zoning and use regulations of any municipal, county or state
agency or body affecting the Property, as shown on the Commitment
approved by Buyer. Buyer may, at Buyer’s cost, arrange for such
additional title insurance coverage as is available under applicable
State and local underwriting requirements and practice.
AND WARRANTIES OF SELLER: Seller hereby represents and
warrants to Buyer:
other than a natural person, Seller is duly organized, validly
existing and in good standing in the State of its information and has
all requisite power and authority to own and sell property and
conduct business in the State where the Property is located, and each
individual executing this Agreement on behalf of Seller represents
and warrants that he/she is duly authorize to execute and deliver
this Agreement on behalf of Seller.
the best of the actual knowledge of Seller, without investigation, no
notices of any violation relating to the Property or its use have
been received by Seller; there are no writs, injunctions, decrees,
orders or judgments outstanding and there are no lawsuits, claims,
proceedings or investigations pending or threatened relating to the
ownership, use, maintenance or operation of the Property; nor, to the
best knowledge of Seller, are there any bases for such lawsuits,
claims, proceedings or investigations being instituted or filed..
AND WARRANTIES OF BUYER: Buyer hereby represents and warrants
A. If other than a natural person, Buyer is duly organized, validly
existing, in good standing in the State of its formation, and has all
requisite power and authority to purchase and own property and
conduct business in the State where the Property is located, and each
individual executing this Agreement on behalf of Buyer represents and
warrants that he/she is duly authorized to execute and deliver this
Agreement on behalf of Buyer.
B. In addition to any other representations and warranties contained
in this Agreement, Buyer, whether a natural person or a legal entity,
represents and warrants that in making its decision to purchase the
Property, Buyer represents that it has relied and will rely solely
upon its own independent investigation of the Property, Seller's
specific representations and warranties contained in this Agreement
and the Commitment, and is not relying on any statement or act or
omission of Seller, its attorneys, employees, agents or
representatives, except as specifically set forth in this Agreement.
C. Except As Expressly Set Forth Herein, Seller Shall Have No
Liability To Buyer, And Buyer Shall Release Seller From All Risks And
Liability (Including Contractual And/Or Statutory Actions For
Contribution Or Indemnity), For, Concerning, Or Regarding (1) The
Nature And Condition Of The Property, Including, But Not Limited To,
The Suitability Thereof For Any Activity Or Use; (2) Any Improvements
Or Substances Located Thereon; Or (3) The Compliance Of The Property
With Any Laws, Rules Ordinances, Or Regulations Of Any Government Or
Other Body. The Foregoing Includes A Release Of Seller From Claims
Based On Seller's Negligence In Whole Or In Part And Claims Based On
Strict Liability. Buyer And Its Successors And Assigns Have, And
Shall Be Deemed To Have, Assumed All Risk And Liability With Respect
To Presence Or Remediation Of All The Known And Unknown Toxic Or
Hazardous Substances, Materials, Or Wastes Or Other Actual Or
Potential Environmental Contaminates On, Within Or Under The Surface
Of The Property, Including Both Known Or Unknown, Apparent,
Non-Apparent Or Latent, And Whether Existing Prior To, At, Or
Subsequent To, Transfer Of The Property.
D. Buyer represents and warrants that Buyer has the certified
funds to Close this sale and understands that there is no contingency
for Buyer securing financing to fund the Closing of this sale.
Buyer may assign its rights or delegate its obligation
under this Agreement; however, the original contracting party shall
remain liable for any and all obligations herein through the closing
of this transaction.
12. RISK OF LOSS: The risk of hazard or
casualty loss or damage to property shall be borne by the Seller
until transfer of title. If casualty loss exceeds twenty per cent
(20%) of the purchase price, Seller or Buyer may elect to terminate
this agreement with a refund of xxxxxxx money to Buyer.
a. In the event, the property becomes the subject matter of a taking
under the power of eminent domain by any governmental agency prior to
closing, Buyer shall have the option to terminate this agreement and
the xxxxxxx money refunded to Buyer.
b. In the event, this agreement is terminated in accordance with
Article 12 and/or Article 12(a) and 12(b). Seller shall pay the Agent
the commission and sale’s expenses on demand.
AUCTIONEER’S REMARKS: The parties hereto
acknowledge that this purchase is being made at public auction and
the parties are thereby bound by all terms and conditions stated in
the auctioneer’s remarks. All announcements made from the auction
stand will take precedence over any previous advertisements,
announcements or statements.
is sold subject to the general terms and specific terms which are
attached to this contract for future reference.
AGENT INFORMATION: The agency for the
seller, its agents and affiliates, will not be responsible or liable
A. Quotas, bases, or allotments controlled by the ASCS office in and
for said County in which the above described property is located.
B. Any existence of wetland classification or wetland violations as
designated by the ASCS or NRCS.
C. Amount of acres or location of boundary lines of the above
D. The removal of fixtures or appurtenances from the above described
E. Nor warrant in any way the title to the above described property.
F. Nor is in any way to be responsible for accuracy of survey, if
G. Nor is in any way to be responsible for any environmental
hazards, hazardous materials, contaminants, sewerage contaminants,
sewerage tanks, lagoons, disposal lines, underground tanks, garbage
or trash dumps of any type or any environmental problems or
contaminants to the land/property and improvements located thereon.
is any way responsible for the absence or condition of a sewerage
septic tank and disposal system, sewerage disposal lines or lagoons.
15. TAX CERTIFICATION: Section 1455 of the
Internal Revenue Code provides that the transferee of a United States
real property interest must deduct and withhold a tax based on the
amount realized by the transferor on the disposition, if the
transferor is a foreign person. Seller is not a foreign person, and
the "FIRPTA" certification will be provided to Agent by
Buyer at Closing.
16. NOTICES: Any notice, delivery or demand (other
than those which must be given to Agent) shall be given by one party
to the other by overnight carrier sent "next business day
service", or by mail deposited in the United States mail,
postage prepaid, certified, return receipt requested, addressed to
the other party at their respective addresses as follows:
TN Presbytery of the Cumberland _____________________________
Presbyterian Church _____________________________
Xxxxxxx, Moderator ______ _____________________________
Board of Trustees ________________ _____________________________
ALEXANDER AUCTIONS & REAL
000 XXXXXXXXXX XXXXXX *
XX XXX 000
XXXXXX, XX 00000
* EMAIL: email@example.com
PHONE: (731) 587 – 4244
* FAX: (000) 000-0000
Time is of the essence as to each and every provision of this
This Agreement contains the entire agreement between the parties
hereto with respect to the matters covered herein and may be amended
only by evidence of written documentation signed by both Buyer and
Seller prior to its submittal to any third party or entity for
purposes of implementation, change or effect.
party will, whenever and as often as it shall be required by the
other party, execute, acknowledge and deliver such further
instructions as may be reasonably requested in order to complete the
sale, conveyance and transfer herein provided for, and to do any and
all other acts and to execute, acknowledge and deliver to Agent any
and all documents as may be reasonably requested in order to carry
out the intent and purposes of this Agreement.
any part, term or provision of this Agreement, or any document
dealing with any entity set forth within this Agreement and required
herein to be executed or delivered at the Closing be declared
invalid, void or unenforceable, all remaining parts, terms and
provisions hereof shall remain in full force and effect and shall in
no way be invalidated, impaired or otherwise affected thereby.
prevailing party in any action instituted to enforce or interpret any
provision of this Agreement shall be entitled to all fees, expenses
and costs, including reasonable attorney’s fees as fixed by the
Agreement shall be construed in accordance and interpreted, governed
and enforced under and according to the laws of the State in which
the Property is located.
G. No representations, promises, conditions or warranties with
reference to the execution of this Agreement have been made or
entered into between the parties hereto other than as herein
expressly provided, and except to the extent that express warranties
are contained herein.
POSSESSION: The Buyer shall be entitled to possession
of the Property at the Closing, unless stated different hereafter;
Possession to be given with deed and the property is
selling subject to any leases and specific terms and conditions.
Possession shall be delivered outside of Escrow, and Agent shall
incur no liability with respect thereto.
I. In addition, the parties hereby agree that each party has
reviewed and revised this Agreement and that the normal rule of
construction, to the effect that any ambiguities are resolved against
the drafting party, shall not be employed in the interpretation of
this Agreement and no other rule of strict construction shall be used
against any party. All exhibits and schedules attached or to be
attached hereto, and all other agreements and instruments referred to
herein, are hereby incorporated herein by reference, as fully as if
copied herein verbatim.
J. METHOD OF EXECUTION: The parties agree that
signatures and initials transmitted by facsimile, other photocopy
transmittal, or by transmittal of digital signature as defined by the
applicable State or Federal Law will be acceptable and may be treated
as originals and that the final Purchase and Sale Agreement
containing all signatures and initials may be executed partially by
original signature and partially on facsimile, other photocopy
documents, or by digital signatures as defined by the applicable
State or Federal Law.
K. Until this Agreement is signed by the Seller, this offer may not
be withdrawn within forty-eight (48) hours after Buyer signs the
L. Each party represents that it has the legal power, right and
authority to enter into this Agreement and the instruments referenced
herein, and to consummate this transaction.
NOTE: Any provisions of this
Agreement which are preceded by a “”
must be marked to be a part of this Agreement. By affixing your
signature below you also acknowledge that you have reviewed each page
and received a copy of this Agreement.
WITNESS our hands, in duplicate,
this 13th day of September, 2018.
Subject to clearance of any
given, undersigned Agent
Buyers receipt of
Alexander Auctions & Real
Estate Sales above mentioned xxxxxxx money
which is held in trust
subject to the
terms of this contract.