1.1  Transaction

Buyer will purchase the Property from Seller, and Seller will sell the Property to Buyer, pursuant to these Terms and Conditions. Unless the Parties agree otherwise, the “Closing” will occur at 10:00 a.m. on the Closing Date at the offices of the Closing Agent, as defined in Section 2.1. If the Closing is scheduled to occur before a deadline under these Terms and Conditions, the Closing Date will be extended to the date that is two days after the last applicable deadline. At the Closing, the Purchase Price will be paid in full, and title, risk of loss, and possession of the Property will be transferred to Buyer.

1.2  Property

The Property will include all of the land, plants, trees, structures, dwellings, fixtures, and improvements thereon, and all easements, interests, rights, and privileges appurtenant thereto. Any items identified on Exhibit A of the Agreement as being fixtures will be part of the Property. The Property will not include any personal property or any items that are not attached to the Property (collectively, “Excluded Items”). Any items identified on Exhibit A of the Agreement as being Excluded Items will not be part of the Property. The legal description of the Property will be the legal description provided in the Title Policy, as defined in Section 3.2.

1.3  Administration

All notices, waivers, resolutions, confirmations, consents, amendments, and agreements between the Parties must be made in writing. The term “writing” includes email and any other reasonable electronic medium that creates a record that can be reviewed by a third party. Notice to a Party will be deemed effective, and any applicable time period will commence, when made to the email address designated for such Party on the signature page of the Agreement.

1.4  Broker Commissions

Each Party will notify the other of any real estate agent it engages. If there is a Closing, Seller will pay up to the amount of the Commission Contribution toward a commission owed to Buyer’s designated real estate agent. Seller will be responsible for any amounts owed to any real estate agent it engages, and Buyer will be responsible for any amounts beyond the Commission Contribution which are owed to any real estate agent it engages.

2.1  Escrow Agent and Closing Agent

The Parties will seek to engage a third party (the “Escrow Agent”) to administer an escrow account (the “Escrow Account”) and the Closing (as the administrator of the Closing, the “Closing Agent”). If an Escrow Agent is not engaged by 5:00 p.m. on the 5th day after the Effective Date, either Party may terminate the Agreement upon notice to the other Party, in which case the Parties will not have any further liability or obligation to each other. Any fees charged by the Escrow Agent will be split evenly between Buyer and Seller unless the Parties agree otherwise.

2.2  Earnest Money Deposit

Buyer will deposit the Earnest Money Deposit in the Escrow Account. If the Earnest Money Deposit has not been deposited in the Escrow Account by 5:00 p.m. on the 10th day after the Effective Date, Seller may terminate the Agreement upon notice to Buyer, in which case the Parties will not have any further liability or obligation to each other. The Earnest Money Deposit will include any additional amounts deposited in the Escrow Account and all available interest earned thereon. The Escrow Agent will be directed to pay the Earnest Money Deposit as provided in these Terms and Conditions. If the Closing occurs, the Earnest Money Deposit will be applied to the Purchase Price at the Closing.

3.1  Deadlines

The Evaluation Period will begin to run on the Effective Date. Buyer will have until 5:00 p.m. on the last day of the Evaluation Period (the “Evaluation Deadline”) to evaluate the Property. Buyer will be deemed to have waived any evaluation not conducted before the Evaluation Deadline. Buyer will have until 5:00 p.m. on the 5th day after the Evaluation Deadline (the “Notice Deadline”) to provide a Notice of Unacceptable Conditions, as defined in Section 3.4, or to exercise the Free Right to Terminate, as defined in Section 3.6. Buyer will be deemed to have waived these rights if Buyer does not exercise them before the Notice Deadline.

3.2  Title Insurance

Buyer may obtain a commitment for title insurance (a “Title Commitment”) and conduct such investigation that Buyer deems necessary to evaluate title to the Property. The Title Commitment will be for an owner’s title insurance policy (the “Title Policy”) in the amount of the Purchase Price insuring fee simple title to the Property in Buyer, subject only to matters set forth in the Title Commitment. Buyer may choose the title insurance company (the “Title Company”), provided that the Title Company must be authorized to issue Title Policies in the State where the Property is located. Buyer will be responsible for the cost of the Title Commitment and the premium for the Title Policy. Buyer will be responsible for the cost of any endorsements or special requirements for the Title Policy, and Buyer will be responsible for the cost of any title insurance required by Buyer’s lenders. Seller will provide Buyer and the Title Company with information and documentation in Seller’s possession that is reasonably requested to enable the Title Company to issue the Title Commitment and the Title Policy.

3.3  Property Inspections

Buyer may inspect the Property and conduct such investigation that Buyer deems necessary to evaluate the condition of the Property (collectively, “Inspections”). The type and timing of Inspections will be subject to Seller’s prior reasonable approval. Buyer may engage third parties to perform Inspections. All Inspections will be at Buyer’s sole cost and expense. Seller will provide Buyer and each inspector with information and documentation in Seller’s possession that is reasonably requested to evaluate the Property. Buyer and each inspector will have reasonable access to the Property to conduct approved Inspections. Access to the Property will be at Buyer’s and each inspector’s own risk. Buyer will reimburse Seller for the cost of repairing any material damage to the Property caused by any Inspection.

3.4  Notice Of Unacceptability

Buyer will have until the Notice Deadline to notify Seller (a “Notice of Unacceptable Conditions”) of any aspect of the Title Commitment or the Property that is unacceptable to Buyer (each an “Unacceptable Condition”). Any lien that may be discharged by the payment of money (a “Monetary Lien”) will automatically be deemed an Unacceptable Condition and must be discharged at Closing. A Notice of Unacceptable Conditions should separately list each Unacceptable Condition in reasonable detail and provide supporting documentation to the extent possible. Without limiting the Free Right to Terminate, Buyer will be deemed to have waived the right to terminate the Agreement on account of any aspect of the Title Commitment (other than Monetary Liens) or the Property that is not identified as an Unacceptable Condition in a Notice of Unacceptable Conditions.

3.5  Automatic Termination Unless Resolution

If Buyer provides a Notice of Unacceptable Conditions, the Agreement will terminate at 5:00 p.m. on the 10th day after delivery of such notice (the “Resolution Deadline”) unless, before such time, (a) the Parties enter into an agreement to resolve each Unacceptable Condition (a “Resolution”), (b) the Parties agree to extend the Resolution Deadline, or (c) Buyer waives each Unacceptable Condition (other than Monetary Liens). If the Parties agree to extend the Resolution Deadline, the Agreement will terminate at 5:00 p.m. on such agreed upon date unless, before such time, (x) the Parties enter into a Resolution, (y) the Parties agree to extend the Resolution Deadline again, or (z) Buyer waives each Unacceptable Condition (other than Monetary Liens). If the Parties enter into a Resolution, it will be deemed to be incorporated into the Agreement. If the Agreement terminates as provided in this Section, the Earnest Money Deposit will be paid to Buyer, and the Parties will not have any further liability or obligation to each other.

3.6  Free Right to Terminate

Unless the Parties have entered into a Resolution, Buyer may terminate the Agreement at any time before the Notice Deadline by providing a notice of termination to Seller (the “Free Right to Terminate”). Buyer may exercise the Free Right to Terminate for any reason or no reason at all, provided that Buyer may not exercise the Free Right to Terminate if the Parties have entered into a Resolution. If Buyer exercises the Free Right to Terminate, the Agreement will terminate, the Earnest Money Deposit will be paid to Buyer, and the Parties will not have any further liability or obligation to each other.

4.1  Utilities

Before the Closing, Seller will give Buyer the names and contact information for each utility providing service to the Property as of the Effective Date (collectively, the “Utilities”). Seller will maintain the service of each Utility until the Closing. Seller will pay for all amounts charged by the Utilities that are attributed to the time before the Closing Date, and Buyer will pay for all amounts charged by the Utilities that are attributed to the time on and after the Closing Date. Seller is responsible for cancelling Utility service in its name, and Buyer is responsible for ensuring Utility service in its name.

4.2  Maintenance

Before the Closing, Seller will maintain the Property in the condition it is in as of the Effective Date, subject to reasonable wear and tear. Seller will make repairs and replacements to maintain the Property in such condition, provided that Seller will not be required to make repairs or replacements that cost more than 5% of the Purchase Price, individually or in the aggregate (the “Repair or Replacement Threshold”).

4.3  Warranties and Instruction Manuals

Before the Closing, Seller will leave all warranties and instruction manuals related to the Property that are in Seller’s possession (collectively, “Warranties and Instruction Manuals”) in a visible location at the Property. Seller makes no representations or warranties that it has any Warranties and Instruction Manuals. Seller hereby assigns to Buyer as of the Closing, to the extent assignable, and without any representation or warranty by Seller, any and all warranties related to the Property.

4.4  Removal of Excluded Items and Final Walkthrough

Before the Closing, Seller will remove all trash, debris, and Excluded Items from the Property. On the Closing Date, or at any other agreed upon time before the Closing, Buyer may conduct a final walkthrough of the Property to confirm that all trash, debris, and Excluded Items have been removed from the Property, that all Warranties and Instruction Manuals have been left behind, and that there has been no Material Damage or Destruction.

4.5  Codes, Keys, and Openers

At the Closing, Seller will give Buyer all codes, keys, garage door openers, and other devices for accessing or securing the Property (collectively, “Codes, Keys, and Openers”).

4.6  Taxes and Assessments

All taxes, assessments, and homeowner’s association fees related to the Property (collectively, “Taxes and Assessments”) for the year in which the Closing occurs will be prorated. Seller will be responsible for Taxes and Assessments that relate to periods before the Closing Date, and Buyer will be responsible for Taxes and Assessments that relate to periods on and after the Closing Date.

4.7  Transfer Taxes

All stamp, transfer, or similar taxes incurred in connection with the sale of the Property (collectively, “Transfer Taxes”) will be split evenly between Buyer and Seller and paid at the Closing.

5.1  Notice of Material Damage

Seller will notify Buyer (a “Material Damage Notice”) of any one or more instances of damage or destruction to the Property occurring after the Effective Date where the cost of repair or replacement (without regard to available insurance proceeds), individually or in the aggregate, exceeds or is reasonably expected to exceed the Repair or Replacement Threshold (each an instance of “Material Damage”).

5.2  Notice of Unacceptability

Buyer will have until 5:00 p.m. on the 5th day after receipt of a Material Damage Notice (the “Unacceptable Damage Notice Deadline”) to notify Seller of any Material Damage that is unacceptable to Buyer (an “Unacceptable Damage Notice”). Without limiting the Free Right to Terminate, Buyer will be deemed to have waived the right to terminate the Agreement on account of any Material Damage that is not identified as being unacceptable in an Unacceptable Damage Notice.

5.3  Automatic Termination Unless Resolution

If Buyer provides an Unacceptable Damage Notice, the Agreement will terminate at 5:00 p.m. on the 10th day after delivery of such notice (the “Damage Resolution Deadline”) unless, before such time, (a) the Parties enter into a Resolution to resolve each item of Material Damage, (b) the Parties agree to extend the Damage Resolution Deadline, or (c) Buyer waives each item of Material Damage. If the Parties agree to extend the Damage Resolution Deadline, the Agreement will terminate at 5:00 p.m. on such agreed upon date unless, before such time, (x) the Parties enter into a Resolution, (y) the Parties agree to extend the Damage Resolution Deadline again, or (z) Buyer waives each item of Material Damage. If the Parties enter into a Resolution, it will be deemed to be incorporated into the Agreement. If the Agreement terminates as provided in this Section, the Earnest Money Deposit will be paid to Buyer, and the Parties will not have any further liability or obligation to each other.

6.1  Closing Costs

      (a)  Seller Closing Costs

At or before the Closing, Seller will pay, or cause to be paid (including through application of the Purchase Price), each of the following amounts (the “Seller Closing Costs”) into escrow with the Closing Agent, to be paid at the Closing to Buyer or such other persons to whom the Parties have agreed: (i) Seller’s portion of any fees owed to the Escrow Agent; (ii) Seller’s portion of any fees owed to the Closing Agent; (iii) amounts necessary to discharge any remaining Monetary Liens; (iv) amounts Seller has agreed to pay under any Resolution; (v) amounts Seller has agreed to pay under any other amendment to the Agreement; (vi) Seller’s portion of any prorated Taxes and Assessments; (vii) Seller’s portion of any Transfer Taxes; (viii) the Commission Contribution, if any; (ix) any other amounts Seller has agreed to pay to any third party at the Closing; and (x) any other amounts required by the Closing Agent to complete the Closing.

      (b)  Buyer Closing Costs

At or before the Closing, Buyer will pay, or cause to be paid (including through application of the Purchase Price), each of the following amounts (the “Buyer Closing Costs”) into escrow with the Closing Agent, to be paid at the Closing to Seller or such other persons to whom the Parties have agreed: (i) the Purchase Price, after giving effect to application of the Earnest Money Deposit; (ii) Buyer’s portion of any fees owed to the Escrow Agent; (iii) Buyer’s portion of any fees owed to the Closing Agent; (iv) amounts owed for the Title Commitment; (v) premiums owed for the Title Policy; (vi) amounts owed for additional title insurance requirements of Buyer or its lenders; (vii) amounts owed in connection with any loan to purchase the Property; (viii) amounts Buyer has agreed to pay under any Resolution; (ix) amounts Buyer has agreed to pay under any other amendment to the Agreement; (x) Buyer’s portion of any prorated Taxes and Assessments; (xi) Buyer’s portion of any Transfer Taxes; (xii) any other amounts Buyer has agreed to pay to any third party at the Closing; and (xiii) any other amounts required by the Closing Agent to complete the Closing.

6.2  Closing Deliverables

      (a)  Seller Closing Deliverables

At or before the Closing, Seller will deliver, or cause to be delivered, each of the following items (the “Seller Closing Deliverables”) into escrow with the Closing Agent, duly executed, acknowledged, and notarized where required, to be delivered at the Closing to Buyer or such other persons to whom the Parties have agreed: (i) any deeds, assignment agreements, or documents of transfer required by the Title Company to issue the Title Policy; (ii) any acknowledgments, affidavits, or attestations required by the Title Company to issue the Title Policy; (iii) any items required to discharge any remaining Monetary Liens; (iv) reasonable evidence of payment to all Utilities for amounts owed by Seller; (v) all Codes, Keys, and Openers; (vi) any items Seller has agreed to provide under any Resolution; (vii) any items Seller has agreed to provide under any other amendment to the Agreement; (viii) the Lead-Based Paint Disclosure, as defined in Section 10.10, if applicable; and (ix) any other items required by the Closing Agent to complete the Closing.

      (b)  Buyer Closing Deliverables

At or before the Closing, Buyer will deliver, or cause to be delivered, each of the following items (the “Buyer Closing Deliverables”) into escrow with the Closing Agent, duly executed, acknowledged, and notarized where required, to be delivered at the Closing to Seller or such other persons to whom the Parties have agreed: (i) any deeds, assignment agreements, or documents of transfer required by the Title Company to issue the Title Policy; (ii) any acknowledgments, affidavits, or attestations required by the Title Company to issue the Title Policy; (iii) any items Buyer has agreed to provide under any Resolution; (iv) any items Buyer has agreed to provide under any other amendment to the Agreement; (v) the Lead-Based Paint Disclosure, as defined in Section 10.10, if applicable; and (vi) any other items required by the Closing Agent to complete the Closing.

6.3  Closing Conditions

      (a)  Seller Closing Conditions

Seller’s obligation to complete the Closing is subject to the satisfaction or waiver by Seller of each of the following conditions (the “Seller Closing Conditions”): (i) Buyer must have paid all of the Buyer Closing Costs into escrow; (ii) Buyer must have delivered all of the Buyer Closing Deliverables into escrow; (iii) Buyer must have performed all of its obligations under any Resolution; (iv) Buyer must have performed all of its obligations under any amendment to the Agreement; (v) there must not have been any Material Damage (unless the Parties have entered into a Resolution); (vi) all of Buyer’s Representations and Warranties must be true; and (vii) there must not be any law, order, or injunction prohibiting the Closing. Seller will not be obligated to complete the Closing if any of the Seller Closing Conditions have not been satisfied or waived by Seller.

      (b)  Buyer Closing Conditions

Buyer’s obligation to complete the Closing is subject to the satisfaction or waiver by Buyer of each of the following conditions (the “Buyer Closing Conditions”): (i) Seller must have paid all of the Seller Closing Costs into escrow; (ii) Seller must have delivered all of the Seller Closing Deliverables into escrow; (iii) Seller must have left all Warranties and Instruction Manuals at the Property; (iv) Seller must have removed all trash, debris, and Excluded Items from the Property; (v) Seller must have performed all of its obligations under any Resolution; (vi) Seller must have performed all of its obligations under any amendment to the Agreement; (vii) there must not have been any Material Damage (unless the Parties have entered into a Resolution); (viii) all of Seller’s Representations and Warranties must be true; and (ix) there must not be any law, order, or injunction prohibiting the Closing. Buyer will not be obligated to complete the Closing if any of the Buyer Closing Conditions have not been satisfied or waived by Buyer.

7.1  Seller’s Representations and Warranties

Seller represents and warrants to Buyer that each of the following statements (Seller’s “Representations and Warranties”) are true and correct as of the Effective Date and will be true and correct as of the Closing: (i) Seller is the sole owner of the Property; (ii) Seller has the complete and unrestricted authority to enter into the Agreement and perform its obligations hereunder; (iii) the execution of the Agreement by Seller and the performance by Seller of its obligations hereunder will not violate any other agreement, order, or legal obligation to which Seller is bound; (iv) except as shown in the public record, Seller has not given any person any easement, right of way, or other interest in the Property; (v) except as shown in the public record, there is no lien, claim, or encumbrance affecting the Property, other than Taxes and Assessments that have not become due and payable; (vi) all Taxes and Assessments that have become due and payable have been paid; (vii) Seller has paid for all work performed at the Property; (viii) Seller will pay all commissions, fees, and expenses owed by it in connection with the Agreement; (ix) the Property is not in violation of any zoning, land use, or environmental law or regulation; (x) there is no pending or threatened condemnation proceeding affecting the Property; and (xi) there is no pending or threatened claim or litigation, and there have been no occurrences which could result in a claim or litigation, that could result in a lien affecting the Property.

EXCEPT FOR SELLER’S REPRESENTATIONS AND WARRANTIES, THE PROPERTY IS BEING SOLD “AS IS, WHERE IS, AND WITH ALL FAULTS.” SELLER’S REPRESENTATIONS AND WARRANTIES ARE THE ONLY REPRESENTATIONS OR WARRANTIES MADE BY SELLER. SELLER HAS NOT MADE, DOES NOT MAKE, AND HEREBY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, RELATING TO THE AGREEMENT OR THE PROPERTY, INCLUDING, WITHOUT LIMITATION, ANY AND ALL REPRESENTATIONS AND WARRANTIES RELATING TO THE CONDITION OF THE PROPERTY OR ANY DEFECTS, LATENT OR OTHERWISE, KNOWN OR UNKNOWN. ANY OTHER DISCLOSURE, STATEMENT, INFORMATION, OR MATERIAL PROVIDED BY SELLER OR ANY PERSON ON SELLER’S BEHALF WILL BE FOR BUYER’S CONVENIENCE ONLY AND WILL NOT CONSTITUTE A REPRESENTATION OR WARRANTY ON WHICH BUYER MAY RELY.

7.2  Buyer’s Representations and Warranties

Buyer represents and warrants to Seller that each of the following statements (Buyer’s “Representations and Warranties”) are true and correct as of the Effective Date and will be true and correct as of the Closing: (i) Buyer has the complete and unrestricted authority to enter into the Agreement and perform its obligations hereunder; (ii) the execution of the Agreement by Buyer and the performance by Buyer of its obligations hereunder will not violate any other agreement, order, or legal obligation to which Buyer is bound; (iii) Buyer will pay all commissions, fees, and expenses owed by it in connection with the Agreement; (iv) the Agreement affords Buyer the opportunity to conduct all evaluation of the Property deemed necessary by Buyer; and (v) other than Seller’s Representations and Warranties, Buyer has relied solely on its own independent evaluation of the Property regardless of any disclosure, statement, information, or material provided or not provided by Seller or any person on Seller’s behalf.

BUYER’S REPRESENTATIONS AND WARRANTIES ARE THE ONLY REPRESENTATIONS OR WARRANTIES MADE BY BUYER. BUYER HAS NOT MADE, DOES NOT MAKE, AND HEREBY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, RELATING TO THE AGREEMENT OR THE PROPERTY.

8.1  Termination

The Agreement may be terminated prior to the Closing (a) by an agreement of the Parties, (b) by either Party upon notice to the other Party if the Closing has not occurred by 5:00 p.m. on the 10th day after the Closing Date, as long as the failure to close has not been caused by the Party providing notice of termination, or (c) by either Party as a result of a Dispute Notice as provided in Section 9.1.

8.2  Effect of Termination

If the Agreement is terminated as provided in Section 8.1, unless the Parties agree otherwise, the Earnest Money Deposit will be paid to Buyer, and the Parties will not have any further liability or obligation to each other, except in the case of (a) a Closing Breach, as defined in this Section, or (b) a termination as a result of a Dispute Notice as provided in Section 9.1. If a Party has performed or is prepared to perform all of its obligations under the Agreement such that the other Party’s Closing Conditions have been or will be satisfied at the time of Closing, but the other Party fails, refuses, or is unable to complete the Closing, such other Party will be deemed to have committed a “Closing Breach,” and the Party that has performed or is prepared to perform its obligations will be entitled to the remedies afforded a Claiming Party as provided in Section 9.1.

9.1  Exclusive Remedies for Disputes Before the Closing

The remedies in this Section will be the only remedies available to the Parties for claims made against each other before the Closing, whether based in contract, tort, or any other legal theory. Each Party waives and releases all other claims it may have against the other Party before the Closing. If a Party fails to perform its obligations under the Agreement or otherwise breaches the Agreement, including a Closing Breach as defined in Section 8.2, the other Party may notify the breaching Party of the alleged breach (a “Dispute Notice”). A Dispute Notice should separately list each alleged breach (each a “Claim”) in reasonable detail and provide supporting documentation to the extent possible.

      (a)  Automatic Termination Unless Resolution or Objection

If a Party (the “Claiming Party”) provides a Dispute Notice to the other Party (the “Defending Party”), the Agreement will terminate at 5:00 p.m. on the 10th day after delivery of such notice (the “Dispute Resolution Deadline”) unless, before such time, (a) the Parties enter into a Resolution to resolve each Claim, (b) the Parties agree to extend the Dispute Resolution Deadline, (c) the Claiming Party waives each Claim, or (d) the Defending Party notifies the Claiming Party that the Defending Party objects to the Dispute Notice (an “Objection Notice”). If the Parties agree to extend the Dispute Resolution Deadline, the Agreement will terminate at 5:00 p.m. on such agreed upon date unless, before such time, (w) the Parties enter into a Resolution, (x) the Parties agree to extend the Dispute Resolution Deadline again, (y) the Claiming Party waives each Claim, or (z) the Defending Party provides an Objection Notice. If the Parties enter into a Resolution, it will be deemed to be incorporated into the Agreement.

If the Agreement terminates as provided in this Subsection, the Earnest Money Deposit will be paid to the Claiming Party, the Defending Party will be responsible for any fees charged by the Escrow Agent and the Closing Agent, the Defending Party will reimburse the Claiming Party for out of pocket costs and expenses reasonably incurred by the Claiming Party in connection with the Agreement (including amounts paid or owing to third parties, but excluding attorneys’ fees and court costs incurred in connection with the Dispute Notice), and the Parties will not have any further liability or obligation to each other.

If the Agreement terminates as provided in this Subsection and the Defending Party objects to the payment of the Earnest Money Deposit to the Claiming Party or fails to pay any amounts owed by it under this Subsection, the Claiming Party may institute an action in a court of competent jurisdiction against the Defending Party to recover the relief prescribed in Section 9.1(c).

      (b)  Resolution of Objections

If a Defending Party provides an Objection Notice, the Agreement will terminate at 5:00 p.m. on the 10th day after delivery of the Objection Notice (the “Objection Resolution Deadline”) unless, before such time, (a) the Parties enter into a Resolution, (b) the Parties agree to extend the Objection Resolution Deadline, or (c) the Claiming Party notifies the Defending Party that the Claiming Party waives each Claim. If the Parties agree to extend the Objection Resolution Deadline, the Agreement will terminate at 5:00 p.m. on such agreed upon date unless, before such time, (d) the Parties enter into a Resolution, (e) the Parties agree to extend the Objection Resolution Deadline again, or (f) the Claiming Party notifies the Defending Party that the Claiming Party waives each Claim. If the Parties enter into a Resolution, it will be deemed to be incorporated into the Agreement.

If the Agreement terminates as provided in this subsection, either Party may institute an action in a court of competent jurisdiction against the other Party to recover the relief prescribed below.

      (c)  Limited Relief If No Resolution

In any action instituted under Section 9.1, relief will be limited to receipt of the Earnest Money Deposit, reimbursement of any fees paid or owing to the Escrow Agent and the Closing Agent, and reimbursement of all other out of pocket costs and expenses reasonably incurred in connection with the Agreement and Dispute Notice (including amounts paid or owing to third parties, including reasonable attorneys’ fees and court costs). The prevailing Party in any such action will be entitled to the entirety of such relief, and the Parties will instruct the court to award the entirety of such relief to the prevailing Party in any such action.

9.2  Exclusive Remedies for Disputes After the Closing

The remedies in this Section will be the only remedies available to the Parties for claims made against each other after the Closing, whether based in contract, tort, or any other legal theory. If there is a Closing, each Party will be deemed to have satisfied all of its obligations under the Agreement, including any Resolution, and each Party waives and releases the other Party from any claims it may have or later discover against the other Party, whether known or unknown, except as stated in this Section. After the Closing, each Party will indemnify the other Party for all loss, liability, damage, and expense (including reasonable attorneys’ fees and court costs) actually incurred by such other Party to the extent resulting from a breach of any of the indemnifying Party’s Representations and Warranties, subject to the following limitations.

      (a)  Limitation on Discoverable Claims

Except with respect to breaches that are not discovered due to fraud, an indemnifying Party will not be liable with respect to breaches that were known or discoverable by an indemnified Party through the exercise of reasonable diligence prior to Closing.

      (b)  Limitation on Time to Make Claims

Except with respect to breaches that are not discovered due to fraud, an indemnifying Party will not be liable with respect to claims that are made more than one year after the Closing. With respect to breaches that are not discovered due to fraud, an indemnifying Party will not be liable with respect to claims that are made more than one year after the discovery of such breach.

      (c)  Limitation on Types and Amount of Damages

Unless an indemnifying Party is determined by a court of competent jurisdiction to have engaged in fraud with respect to a breach, except with respect to indemnifiable third party claims, (a) an indemnifying Party will not be liable for any punitive, special, or exemplary damages, and (b) an indemnifying Party will not be liable for more than the amount of the Purchase Price.

9.3 Waiver and Release of All Other Remedies

THE REMEDIES IN SECTION 9 ARE THE SOLE AND EXCLUSIVE REMEDIES FOR CLAIMS THAT A PARTY MAY HAVE AGAINST THE OTHER PARTY RELATING TO THE AGREEMENT, WHETHER BASED IN CONTRACT, TORT, OR ANY OTHER LEGAL THEORY. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY WAIVES AND RELEASES THE OTHER PARTY FROM ANY AND ALL CLAIMS AND LIABILITIES WHICH ARE NOT DESCRIBED ABOVE. EACH PARTY ACKNOWLEDGES THAT THE AGREEMENT LIMITS THE REMEDIES THAT MIGHT OTHERWISE BE AVAILABLE. THE FACT THAT EACH PARTY’S REMEDIES ARE LIMITED TO THE SOLE AND EXCLUSIVE REMEDIES DESCRIBED ABOVE IS A MATERIAL PART OF THE BARGAIN BETWEEN THE PARTIES WHICH IS REFLECTED IN THE AMOUNT OF THE PURCHASE PRICE AND THE OTHER TERMS AND CONDITIONS TO WHICH THE PARTIES HAVE AGREED. EACH PARTY AGREES THAT IT WOULD NOT HAVE ENTERED INTO THE AGREEMENT IF NOT FOR THIS WAIVER AND RELEASE.

10.1  Computing Time Periods

When computing time periods under the Agreement, the first day of the period will not be counted, and every other day, including Saturdays, Sundays, and Holidays, will be counted. If the last day of a period is a Saturday, Sunday, or Holiday, the period will continue to run until the next day that is not a Saturday, Sunday, or Holiday. If performance requires interaction with the Escrow Agent, the Title Company, or the Closing Agent on the last day of a period and such person is closed for business on such day, the period will continue to run until the next day that such person is open for business and which is not a Saturday, Sunday, or Holiday. The term “Holiday” means a day on which the Federal Reserve Bank for the district in which the Property is located is closed. All references to time of day will be to local time in the time zone where the Property is located.

10.2  Interpretations

All references in the Agreement to monetary amounts refer to United States dollars. Headings are for convenience of reference only and may not be used to interpret the Agreement. The term “Section” includes the section of the Agreement that is referenced and each subsection and enumerated item within such section. The term “person” includes an individual and any legal or commercial entity. The term “third party” means a person other than Buyer or Seller. If a Party includes more than one person, each person will be jointly and severally liable for such Party. Unless stated otherwise in the Agreement, each Party may exercise its sole and absolute discretion under the Agreement. Time is of the essence with respect to all dates, time periods, and the performance of all obligations under the Agreement.

10.3  Third Parties

Except to the extent prohibited by applicable law, any one or more third parties may perform any one or more services in connection with the Agreement. No third party is an intended beneficiary of the Agreement. No third party will have any right, remedy, or claim with respect to the Agreement.

10.4  Entire Agreement

The Agreement sets forth the Parties complete and exclusive agreement regarding the purchase and sale of the Property and supersedes all prior or contemporaneous agreements regarding the same. The Agreement, including the dates and deadlines in the Agreement, may only be modified by an agreement of the Parties.

10.5  Severability

If any provision of the Agreement is held invalid or unenforceable, the other provisions of the Agreement will remain in full force and effect. Any provision of the Agreement held invalid or unenforceable in part will remain in full force and effect to the extent not held invalid or unenforceable.

10.6  Survival

The Agreement will survive the Closing and the recording of any deed.Terms of the Agreement which expressly or by their nature are intended to survive the termination of the Agreement will continue in full force and effect following the termination of the Agreement.

10.7  Governing Law

The Agreement and all proceedings relating to the Agreement will be governed by and interpreted under the laws of the State where the Property is located without regard to conflicts of laws principles that would require the application of any other law. Any proceeding relating to the Agreement must be brought in the courts of the State and County where the Property is located or in the United States District Court for the District where the Property is located. Each Party submits to the exclusive jurisdiction of such courts in any such proceeding and agrees not to bring any action relating to the Agreement in any other court.

10.8  Successors and Assigns

Neither Party may assign the Agreement without the consent of the other Party. Subject to the foregoing, the Agreement will be binding upon and inure to the benefit of the heirs, executors, administrators, successors, and permitted assigns of the Parties.

10.9  Opportunity for Counsel

Each Party acknowledges it has had an opportunity, if desired, to consult with an attorney or real estate professional of its choosing before entering into the Agreement. Except to the extent stated differently in the Agreement, each Party will be responsible for its own attorneys’ fees in connection with the Agreement and any dispute arising out of or relating to the Agreement.

10.10  Lead-Based Paint Disclosure

Seller will disclose whether the Property includes housing constructed before 1978. If the Property includes housing constructed before 1978, the Parties agree to complete, sign, and attach the document titled Seller’s Disclosure of Information on Lead-Based Paint and/or Lead-Based Paint Hazards, available at epa.gov/lead (the “Lead-Based Paint Disclosure”), to the Agreement. Buyer agrees it has been given the opportunity to conduct an inspection for the presence of lead-based paint and/or lead-based paint hazards and has waived any such inspections that have not been conducted.

10.11  Additional Disclosures

Seller may make additional disclosures about the Property on Exhibit A of the Agreement. If additional disclosures are required by applicable law, Seller may make them there. Disclosures may also be incorporated by reference in Exhibit A of the Agreement and, if applicable, attached to said Exhibit A.

10.12  Execution

The Agreement may be executed in counterparts, and each counterpart will be deemed an original. All counterparts, when taken together, will constitute one and the same instrument. The Agreement and the transactions contemplated by the Agreement may be conducted by electronic means. Signatures to the Agreement and any other document delivered pursuant to the Agreement may be made electronically. Copies of signatures and electronic images of signatures will be deemed originals for all purposes.