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EXHIBIT 10.3
PRECONSTRUCTION
PURCHASE AND ESCROW AGREEMENT FOR
BEACHSIDE ALL-SUITES HOTEL, A CONDOMINIUM
THIS AGREEMENT is made and entered into by and between Purchaser
identified on the signature page hereof (hereafter referred to as "Purchaser")
and SOUTHWIND DEVELOPMENT COMPANY, L.L.C., an Alabama limited liability company
(hereafter referred to as "Developer").
R E C I T A L S
Developer proposes to construct a Condominium known as Beachside
All-Suites Hotel, a Condominium, located in ▇▇▇▇▇▇▇ County, Alabama, more
particularly described in the Declaration of Condominium of said Condominium
(the "Condominium"). If the Condominium is built, Purchaser desires to purchase
a Unit on the terms and conditions stated in this Agreement. IF FEWER THAN 75
HOTEL GUEST UNITS HAVE BEEN SOLD BY _________, ____ THE CONDOMINIUM IMPROVEMENTS
WILL NOT BE BUILT, AND YOUR ▇▇▇▇▇▇ MONEY DEPOSIT WILL BE REFUNDED TO YOU, WITH
INTEREST, IN ACCORDANCE WITH SECTIONS 5 & 8 HEREOF. The Declaration of
Condominium, which, if the Condominium is developed, will be filed for record in
the Probate Court of ▇▇▇▇▇▇▇ County, Alabama (the "Declaration"), more
particularly describes the Condominium. The Declaration provides, among other
things, that the Condominium will be known and operated as a hotel and that
personal use of any Hotel Guest Unit by the owner thereof is limited.
IT IS, THEREFORE, AGREED AS FOLLOWS:
1. UNIT.
A. Subject to the terms and conditions hereinafter set forth, Developer
agrees to sell and Purchaser agrees to purchase the Hotel Guest Unit known as
Unit Number ___ in Beachside All-Suites Hotel, a Condominium, located near the
City of Gulf Shores, ▇▇▇▇▇▇▇ County, Alabama. The Unit described above is herein
referred to as the "Unit".
B.
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Purchaser Developer
2. PRICE AND TERMS OF PAYMENT. Purchaser agrees to pay the Purchase Price
in the following manner:
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A. Condominium Unit $
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▇. ▇▇▇▇▇▇▇ Money Deposit paid as
▇▇▇▇▇▇▇ money upon the execution of this Agreement, which
shall be held by an "Escrow Agent" in an interest bearing
account in accordance with the terms and conditions of this
Agreement. $
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C. Balance Due Upon Closing: $
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3. FURNISHINGS. The Unit will be sold finished with colors and materials
determined by Developer and furnished as Developer deems appropriate for the
operation of the hotel.
4. MORTGAGE FINANCING; FINANCIAL STATEMENT; AND CREDIT REPORT. This sale
is not contingent upon Purchaser's obtaining financing. Notwithstanding the
foregoing, if Purchaser is denied financing by a lender, Developer may, in its
discretion, terminate this contract by written notice to Purchaser. If Purchaser
obtains financing to close this sale, all charges of the lender and other costs
of such loan and closing costs shall be borne by Purchaser. Purchaser shall
provide to Developer for review by Developer and Developer's lender a financial
statement signed by Purchaser in a form approved by Developer. Purchaser hereby
authorizes the Developer and Developer's lender to order and review credit
report(s) concerning Purchaser. If, in Developer's discretion, Purchaser's
credit report(s) is unsatisfactory, then Developer may terminate this contract
by written notice to Purchaser.
5. ESCROW AGENT. The deposits required to be made to the Escrow Agent by
Purchaser shall be deposited in escrow and held within the State of Alabama in
an account designated solely for that purpose by either a licensed title
insurance company, an attorney, a licensed real estate broker, or an institution
whose accounts are insured by a governmental agency or instrumentality until:
(i) delivered to the Developer at closing; (ii) delivered to the Developer
because of Purchaser's default under this Preconstruction Purchase and Escrow
Agreement to purchase the Unit; or (iii) refunded to Purchaser in accordance
with this Preconstruction Purchase and Escrow Agreement. The funds representing
such deposit shall be held in an interest bearing account, and the interest
accrued thereon shall belong to the party entitled to the principal deposit. The
Escrow Agent shall hold said deposit in the escrow account subject to the terms
and conditions of this Agreement. Developer shall give to Purchaser notice of
the person or company which shall act as Escrow Agent and the name and account
number of the escrow account. Developer may, from time to time, designate a
different Escrow Agent, and in any such case, Developer will promptly notify, in
writing, Purchaser of the name and address of the new Escrow Agent. In all
events, the Escrow Agent shall be a licensed title insurance company, an
attorney, a licensed real estate broker or an institution whose accounts are
insured by a governmental agency or instrumentality.
6. PURCHASER'S ACKNOWLEDGMENTS. REPRESENTATIONS AND WARRANTIES. Purchaser
hereby acknowledges, represents and warrants of the following:
[INITIALS]
[________(A) I HAVE RECEIVED FROM THE DEVELOPER COPIES OF THE FOLLOWING
DOCUMENTS:
(I) THE PROSPECTUS
(II) THE PROPOSED DECLARATION WITH PROPOSED PLANS ATTACHED;
(III) THE PROPOSED ARTICLES OF INCORPORATION OF THE CONDOMINIUM
ASSOCIATION;
(IV) THE PROPOSED BYLAWS OF THE CONDOMINIUM ASSOCIATION;
(V) THE PROPOSED HOTEL OPERATING AND RENTAL POOL AGREEMENT;
(VI) THIS PRECONSTRUCTION PURCHASED AND ESCROW AGENT
(ALL HEREIN COLLECTIVELY REFERRED TO AS THE "CONDOMINIUM
DOCUMENTS")
_________(B) I HAVE PERSONALLY VIEWED AND INSPECTED THE SITE OF THE PROPOSED
CONDOMINIUM.
_________(C) I MEET THE MINIMUM INCOME AND NET WORTH STANDARDS FOR THE PURCHASE
OF A UNIT BECAUSE (INITIAL APPROPRIATE LINE):
____ MY ANNUAL GROSS INCOME EXCEEDS $60,000 AND MY NET
WORTH, EXCLUDING HOME, HOME FURNISHINGS AND AUTOMOBILES,
EXCEEDS $60,000;
OR
____ MY NET WORTH, EXCLUSIVE OF HOME, HOME FURNISHINGS AND
AUTOMOBILES, EXCEEDS $225,000.]
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This Preconstruction Purchase and Escrow Agreement is subject to all of the
terms, conditions and stipulations of the Condominium Documents. The Condominium
Documents may be amended from time to time by the Developer prior to the
closing. Purchaser hereby adopts and ratifies all of the terms and provisions of
the Condominium Documents. Purchaser agrees to execute at closing the Assignment
and Assumption Agreement attached to the Hotel Operating and Rental Pool
Agreement, thereby making Purchaser a party thereto.
7. PURCHASER'S RIGHT OF TERMINATION. Purchaser shall have the right to
terminate this Agreement within seven (7). If the Purchaser elects to cancel
this Agreement pursuant to the terms hereof, Purchaser may do so by hand
delivering notice thereof to the Developer or by mailing notice thereof by
prepaid United States mail to the Developer. However, if Purchaser does not
deliver to Developer notice terminating this Agreement as provided for herein,
Purchaser shall have no further rights to terminate. Upon such proper
cancellation and termination by Purchaser, all sums paid to Escrow Agent by
Purchaser, together with interest accrued thereon, will be repaid to Purchaser
forthwith upon demand. Upon return to Purchaser of all sums, the parties hereto
shall be released from all obligations under this Agreement and, thereupon,
neither party hereto shall have any further liability to the other.
8. MINIMUM SALES CONTINGENCY. If the Developer does not sell at least 75
Hotel Guest Units prior to _____________ ____, ____, the Developer shall
promptly refund all monies paid hereunder by the Purchaser, together with the
interest accrued thereon, to Purchaser through the escrow account and this
Agreement shall be null and void.
9. CONSTRUCTION OF THE CONDOMINIUM. The Developer proposes to construct
the Condominium substantially in accordance with the Plans, subject, however, to
modifications and amendments approved solely by the Developer. In the event that
there is a conflict or ambiguity between the Plans and the brochures,
advertisement, or other drawings, it is agreed that the Plans shall govern. Risk
of loss and right to possession shall transfer to Purchaser at closing.
10. THE UNIT. The Unit dimensions are approximate. In the course of
construction of the improvements on the Property and of the Unit, certain
changes, deviations or omissions may be required by the Developer, an engineer
or architect, or required by governmental authorities. Therefore, Purchaser
hereby authorizes any changes, deviations or omissions that may be required
provided such do not materially affect the rights of the Purchaser, size or
location of the Purchaser's Unit, decrease the Purchaser's share in the Common
Elements, change the Purchaser's voting rights or increase his share in the
Common Expense.
Living area ceilings at the top floor will be insulated with permalite tapered
roof insulation or equivalent to an average thickness of 5 inches, which
thickness, according to the manufacturer, will result in an approximate R-Value
of 14. Living area exterior walls will be insulated with fiberglass butt type
insulation to a thickness of 3.5 inches, which thickness, according to the
manufacturer, will result in an approximate R-Value of 13. (Purchaser agrees and
understands that in accordance with FTC Regulations,
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this information has been supplied by the installer and has not been determined
by Developer.)
11. INSPECTION PRIOR TO CLOSING/WARRANTY. The Purchaser has the right to
inspect, and/or have the Purchaser's designee inspect, the premises prior to
closing; such inspection shall occur within three (3) business days after notice
to Purchaser that the Unit may be inspected. The Purchaser shall satisfy himself
at his expense that all appliances, heating and air conditioning, wiring, and
plumbing are in working order before closing. Neither Developer nor Developer's
agent makes any warranty regarding the condition of the Unit or of the Common
Elements, except as follows: At closing, the Developer will give to Purchaser a
one (1) year limited warranty on the following terms and conditions:
(A) Not later than thirty (30) days after closing or occupancy,
whichever event shall first occur, the Purchaser shall deliver a written list of
any minor omissions or malfunctions not previously made known, in writing, to
the Developer. To the extent that such items are the responsibility of Developer
or not otherwise excluded hereunder, corrections or adjustments will be made by
the Developer;
(B) Developer warrants the Unit to be free from latent defects for
a period of one (1) year following closing or occupancy, whichever event shall
first occur;
(C) A latent defect in construction is herein defined as a defect
not apparent at time of occupancy or closing, but which becomes apparent within
one (1) year from date of closing or occupancy, whichever event shall first
occur, and such defect has been directly caused by Developer's failure to
construct in accordance with the standards of construction prevailing in the
geographical area of the Unit. It is understood, however, by Purchaser that
normal characteristic behavior of building materials, wear and tear, general
maintenance, and like items, will not constitute a latent defect;
(D) All latent defects must be described, in writing, and
delivered to Developer within the one (1) year period described herein;
(E) Developer does not assume responsibility for any of the
following, all of which are expressly excluded from this Limited Warranty:
(i) defects in appliances and pieces of equipment which
are covered by manufacturer's warranties;
(ii) incidental, consequential, or secondary damages
caused by a breach of this warranty;
(iii) defects which are the result of characteristics
common to the materials used, such as, but not limited to: warping and
deflection of wood; mildew and fading; chalking and checking of paint
due to sunlight; cracks due to drying and curing of concrete, stucco,
plaster, bricks, and masonry; drying, shrinking and cracking of
caulking and weather-stripping;
(iv) conditions resulting from condensation on, or
expansion or contraction of materials;
(v) defective design or materials supplied by the
Purchaser or installed under the Purchaser's direction, or defects in,
or caused by anything not built into or installed in the Unit pursuant
to Preconstruction Purchaser and Escrow Agreement between the Developer
and the
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Purchaser;
(vi) damages due to ordinary wear and tear, abusive use,
or lack of proper maintenance of the Unit; and
(vii) chips, scratches, or mars in tile, woodwork, walls,
porcelain, brick, plumbing fixtures, formica and glass not expressly
identified to the Developer prior to closing.
(F) NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE LIMITED
WARRANTY PROVIDED BY THE DEVELOPER TO THE PURCHASER OF A UNIT DOES NOT COVER ANY
APPLIANCE, PIECE OF EQUIPMENT, OR ITEM WHICH IS A CONSUMER PRODUCT FOR PURPOSES
OF THE ▇▇▇▇▇▇▇▇-▇▇▇▇ WARRANTY ACT (15 U.S.C., ss.ss.2301 THROUGH 2312). THE
LIMITED WARRANTY PROVIDED BY THE DEVELOPER TO THE PURCHASER IS GIVEN IN LIEU OF
ANY AND ALL OTHER WARRANTIES, EITHER EXPRESSED OR IMPLIED, INCLUDING ANY IMPLIED
WARRANTY OF MERCHANTABILITY WHICH ARE SEPARATELY DISCLAIMED.
(G) This warranty is extended only to the Purchaser named herein.
It is not transferable to subsequent purchasers of the Unit.
(H) Should any term of this Agreement be determined by a court of
competent jurisdiction to be unenforceable, such determination shall not affect
the enforceability of the remaining provisions.
(I) This Agreement shall be governed by and construed in
accordance with the laws of the State of Alabama.
If the premises are destroyed or substantially damaged by fire or any other
cause before the closing date, this Agreement shall become null and void at the
option of either party, and the ▇▇▇▇▇▇▇ money, together with the interest
accruing thereon, shall be refunded to Purchaser.
12. CLOSING.
A. Date and Place. The closing date and the place of closing
shall be specified in a written notice given by the Developer to Purchaser in
the manner hereinafter provided for the giving of notice, provided such written
notice shall be given not fewer than ten (10) days prior to the date specified
in the notice as the date of closing. The closing shall not take place until the
Declaration of Condominium is recorded and the Unit is substantially completed,
as evidenced by a recorded certificate of substantial completion executed by an
independent registered architect or independent registered engineer or by
issuance of a certificate of occupancy authorized by law.
B. Title to be Conveyed. Upon closing, Developer shall convey the
Unit to Purchaser subject to the following exceptions:
(1) The terms, conditions, covenants, and provisions of
the Declaration of Condominium, as amended, the Articles of
Incorporation of the Condominium Association, the Bylaws, and Rules and
Regulations of the Condominium Association;
(2) Zoning, planning and other restrictions, regulations
and other limitations imposed
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on the Real Property, or the use thereof, by or under the Federal
Coastal Zone Management Act, or other federal law or regulation, or the
City of Gulf Shores or any other governmental authorities having
jurisdiction over the Real Property;
(3) Current ad valorem taxes not yet due and payable;
(4) Any easements which may be, or have been, granted to
public authorities or utility companies to provide for utility lines,
equipment, etc., for utilities serving the Condominium or other
property;
(5) Encroachments, overlaps, boundary line disputes, and
any other matter which would be disclosed by an accurate survey or
inspection of the Real Property;
(6) Applicable building setback lines;
(7) Outstanding oil, gas, and other mineral interests and
rights in connection thereunder;
(8) Existing utility easements; and
(9) Covenants prohibiting use of a portion of the Real
Property for certain quick service restaurants or for certain named
restaurants for a period of twenty (20) years.
C. Expenses.
(1) The following expenses will be paid by the Developer:
(a) Preparation of the deed;
(b) Developer's attorney's fees; and
(c) Cost of owner's title insurance policy.
(2) The Purchaser shall pay all other costs of the
closing, including but not limited to:
(a) Recording of the deed, including all deed
taxes;
(b) All costs required to be paid by the
Mortgagee, if the Unit is to be mortgaged by
the Purchaser;
(c) Utility deposits apportioned or assigned to
said Unit;
(d) Purchaser's attorney's fees and the fees for
services of any other parties engaged by
Purchaser;
(e) Purchaser's proportionate share of the
premium(s) for the insurance procured by the
Developer for the Condominium Association
for the first year of operation; the total
premium is expected to be approximately
$___.00. The Purchaser's proportionate
share will be the same percentage as the
Purchaser's percentage ownership in the
Common
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Elements; and
(f) Purchaser's proportionate share of the ad
valorem taxes of the Real Property allocable
to the Unit for the period of time from the
date of closing to the end of the then
pending tax year. The estimate will be based
on the assumption that the Tax Assessor's
Office will assess the Real Property for the
pertinent year based on the sales price
provided for in the Preconstruction Purchase
and Escrow Agreement at full millage rates
and further on the assumption that no
exemptions will be applied by the Tax
Assessor's Office. The foregoing sum shall
be paid to the Developer, and such funds
shall not be, nor be deemed to be, trust
funds, but may be co-mingled with the
general funds of Developer. The Developer
will cause the ad valorem tax ▇▇▇▇ on the
Real Property to be paid for such year.
Purchaser shall be entitled to a refund from
the Developer if the ad valorem tax ▇▇▇▇
pertaining to the Real Property is less than
the amount collected at closing. In
determining the portion of the ad valorem
tax ▇▇▇▇ pertaining to the Unit, the amount
of such tax ▇▇▇▇ shall be multiplied by a
percentage equal to Purchaser's percentage
ownership of Common Elements.
D. Obligations at Closing. At the closing, the following will
take place:
(1) Purchaser shall execute and deliver to Developer such
documents which may be necessary to give effect to
this Agreement;
(2) Purchaser will pay the balance of the Purchase Price
to the Developer;
(3) Purchaser will pay to the Condominium Association for
deposit into an Operating Cash Reserve Fund;
(4) The Developer will execute and deliver to the
Purchaser a Warranty Deed conveying the Unit, subject
to the matters and things hereinabove set forth. The
acceptance of said deed by Purchaser shall be deemed
to be a full performance and discharge of every
agreement and obligation on the part of the Developer
to be performed pursuant to the provisions of this
Agreement, except those which survive by operation of
law or are herein specifically stated to survive the
delivery of the deed;
(5) The Escrow Agent will transfer to the Developer, for
credit to Purchaser, all money deposited by Purchaser
with Escrow Agent, together with the interest accrued
thereon; and
(6) The Developer will obtain, at Developer's expense,
from Gulf Shores Title Company or other title
insurance company chosen by the Developer, a standard
American Land Title Condominium Association owner's
title insurance commitment, in the usual form,
listing the Purchaser as proposed insured in the
amount of the Purchase Price. The commitment will
contain the standard exceptions and shall further
contain the same exceptions as the Warranty Deed.
E. Title Taken. Purchaser requests that title be taken in the
name(s) of _____________ and ____________, and that if more than one name is
shown, the form of ownership be _____ tenants in common; _______ joint tenants
with rights of survivorship; or _____ other [explain:________________________ ].
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13. DEFAULT. Should Purchaser fail to make any of the payments coming due
hereunder or fail or refuse to execute the instruments required to close this
transaction, or refuse to pay the Purchase Price, costs or other sums required
by this Agreement, or otherwise default hereunder, the Developer shall be
forthwith paid all monies held in the escrow account, including interest accrued
thereon, on behalf of the Purchaser, and such monies shall be retained by the
Developer either, at the Developer's option, (i) as partial payment of the
Purchase Price, in which case, Developer shall be entitled to specific
performance of this Agreement by Purchaser and shall be entitled to recover its
costs of enforcing this Agreement against Purchaser, including reasonable
attorney fees; or (ii) as liquidated and agreed upon damages which the Developer
has sustained and suffered as a result of Purchaser's default, and thereupon the
parties hereto will be released and relieved from all obligations hereunder. The
provisions herein contained for liquidated and agreed upon damages are bona fide
provisions for such and are not a penalty, the parties understanding that by
reason of the Developer binding itself to the sale of the Unit, and by reason of
the withdrawal of it from sale at a time when other parties would be interested
in purchasing the Unit, that the Developer will have sustained damages, if
Purchaser defaults, which damages will be substantial but will not be capable of
determination with mathematical precision, and therefore, as aforesaid, the
provision for liquidated and agreed upon damages has been incorporated in this
Agreement as a provision beneficial to both parties and as a reasonable estimate
of damages that would be suffered by the Developer in the event of such default.
Purchaser agrees that if Purchaser defaults in this Agreement, Purchaser will
not file any action against the Developer seeking the return of any portion of
any payment made pursuant this Agreement, or seeking any reduction in the amount
of the liquidated and agreed upon damages.
14. NON-ASSIGNABILITY. The Purchaser shall not assign this Agreement or the
Purchaser's rights hereunder without the prior written consent of the Developer.
If Developer consents to any proposed assignment, such consent shall not release
the original purchaser from liability under this Agreement. Any proposed
assignment is subject to restrictions arising from the registration of the sale
of the Unit as a security. Subject to the provisions hereof, this Agreement
shall be binding upon the parties hereto and their personal representatives,
heirs, successors and assigns.
15. ESCROW AGREEMENT. This Agreement will also serve as the Escrow
Agreement between the parties.
16. AGREEMENT NOT AN ENCUMBRANCE. No encumbrance shall arise against the
Property as a result of this Agreement or any monies deposited hereunder. In
furtherance and not in limitation of the provisions of the preceding sentence,
Purchaser agrees that the provisions of this Agreement are and shall be subject
and subordinate to any lien of any mortgage, including, but not limited to, any
building loan mortgage, heretofore or hereafter made and any advances heretofore
made thereon and any payments or expenses already made or incurred or which
hereafter may be made or incurred, pursuant to the terms hereof, or incidental
thereto, or to protect the security thereof, to the full extent thereof without
the execution of any further legal documents by Purchaser. This subordination
shall apply whether such advances are voluntary or involuntary and whether made
in accordance with any schedule of payments or accelerated by virtue of the
right of the lender to make advances before they become due in accordance with
the schedule of payments. Developer shall, at its option, either satisfy such
mortgage or obtain a release of the Unit from the lien of such mortgage on or
prior to the closing date. The existence of any mortgage or mortgages
encumbering the Property, or portions thereof, other than the Unit, shall not
constitute an objection to title or excuse Purchaser from completing payment of
the Purchase Price or performing all his other obligations hereunder or be the
basis of any claim against, or liability of, Developer, provided that any such
mortgage is subordinated to the Declaration of Condominium or that the Unit is
released from the lien of such mortgage.
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17. SPECIAL DECLARANT RIGHTS. The Declaration of Condominium reserves
certain Special Declarant Rights to the Developer. Reference is made to the
Declaration of Condominium for those Special Declarant Rights. In general and
not by way of limitation, the Developer has the right to: (i) maintain sales
offices, management offices, and models in Units in the Condominium; (ii)
maintain signs on the Common Elements; (iii) use easements throughout Common
Elements for purposes of making improvements within the Condominium or within
real estate that may be added to the Condominium; and (iv) appoint or remove the
officers and members of the Board of Directors of the Condominium Association.
18. MERGER. All understandings and agreements heretofore made between the
parties are merged in this Agreement which expresses the parties entire
agreement, and no representations, oral or written, not contained herein shall
be considered a part hereof. This Agreement may not be altered, enlarged,
modified, or changed except by an instrument in writing executed by the parties
hereto. The authority of Developer's sales representatives is limited and
confined to securing purchasers for the Property upon the terms and conditions
set out in this Agreement. Sales representatives have no power or authority to
make any change, alteration, modification, stipulation, inducement, promise, or
representation whatsoever other than those stated herein.
19. WHEN AGREEMENT EFFECTIVE. This Agreement shall not be binding upon
Developer until signed by either the Developer's Manager or a person duly
authorized by Developer's Manager to act on behalf of Developer for the purpose
of binding Developer to this Agreement. However, once executed by Developer this
Agreement shall be effective as of the date executed by the Developer as set out
below.
20. NOTICE. All notices, statements, demands or other communications
(herein referred to as "notices"), to be given under or pursuant to this
Agreement, shall be in writing, and addressed to the parties at their respective
addresses, as provided herein, and shall be delivered in person, or by certified
or registered mail, post prepaid, or by telegram or cable, charges prepaid. If
mailed or telegraphed, such Notice shall be deemed to have been given
twenty-four (24) hours after the date of mailing or twenty-four (24) hours after
the date of delivery to the telegraph or cable company.
The Developer's address is (for purposes of this paragraph):
The Purchaser's address is as set out below.
21. MISCELLANEOUS. When the context permits within this Agreement, use of
the plural shall include the singular, use of the singular shall include the
plural, and the use of any gender shall be deemed to include all genders. All
terms used herein shall have the meaning given to them in the Declaration of
Condominium and hereby are incorporated by reference and made a part hereof.
22. DISCLOSURE. The Listing Company, _____________________________ is
exclusively an agent of:
________ Developer
________ Purchaser
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________ Both parties as a limited consensual dual agent
________ Neither party and is acting as a transaction broker
The selling company, ______________________________ is exclusively an agent of:
________ Developer
________ Purchaser
________ Both parties as a limited consensual dual agent
________ Neither party and is acting as a transaction broker
Developer initials:_________
Purchaser's initials:_______
23. ARBITRATION OF DISPUTES. Any controversy or claim between the parties
hereto arising out of this Agreement must be settled by binding arbitration in
_______________ by the American Arbitration Association in accord with its then
prevailing rules, in lieu of judicial proceedings. The arbitrators shall have no
power to change the provisions of this Agreement, and the determination of the
arbitrators shall be conclusive and binding upon the parties thereto, and
judgment upon the award rendered may be entered in accordance with applicable
law in any court having jurisdiction thereof. The prevailing party in any
arbitration proceeding shall be entitled, in addition to such other relief as it
may obtain, to the payment of all costs and expenses incurred in connection
therewith, including reasonable attorneys' fees.
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IN WITNESS WHEREOF, the Purchaser has executed this Agreement this
_____ day of _________, _______.
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PURCHASER
Social Security No.:
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PURCHASER
Social Security No.:
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ADDRESS OF PURCHASER
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bus. phone
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home phone
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IN WITNESS WHEREOF, the Developer has caused this Agreement to be
executed and accepted this offer to purchase on the day of ______, _______.
SOUTHWIND DEVELOPMENT COMPANY, L.L.C.,
An Alabama limited liability company
By:
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As Its:
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