Hey what’s up? Here is the next case study:
Sally’s Situation
ally FaceTimes you; it’s 3 A.M. and you were up slugging away at your course work and tying up some loose ends for the project, so you didn’t mind the break. She instantly jumps in saying, “Look! I found a whole bunch of stuff that we need to review. After I received the Market study for that property in Boca (DOCX), I thought we should start reviewing the terms. The stuff I found will be great as an exercise to prepare us for negotiating the terms for the Boca property. I am sending it all over for you to review. When you finish looking it over, I think it would be fun to practice filling them out. Some of the stuff will help us understand the meaning of the various clauses and conditions contained in the agreements that we will encounter once we start negotiating to buy a property. Take a look at them; let me know what you think. I will send over instructions for an exercise we can do a little later.”
YOUR ASSIGNMENT
Sally wants you to take a look at the Contract of Sale of Commercial Property (DOCX). and the Annotated Sale of Commercial Property Contract (DOCX). Sally also asks that you redraft clauses, change terms, add clauses, and make paragraphs mutual rather than one-sided. The article, The Purchase and Sale Agreement (Clark Wilson), (Links to an external site.) will help you in making the proper revisions. These Tips for Drafting Contracts (PDF) should be helpful too. Lastly, the assigned readings in the text are also a good resource for this assignment.
Rubric:
MGMT 390 – 5.4 Case Study – Drafting a Contract/Real Estate Agreement
MGMT 390 – 5.4 Case Study – Drafting a Contract/Real Estate Agreement
Criteria Ratings Pts
This criterion is linked to a Learning OutcomeIdentification and Analysis of the Main Issues/ProblemThis criterion is linked to a Learning Outcome: Identification and Analysis of the Main Issues/Problem
25.0 pts
A Superior
25.0 pts Identifies and understands all of the main issues in the question. An insightful, and thorough analysis of all the issues.
23.0 pts
B Above Average
Identifies and understands most of the main issues in the question. A thorough analysis of most of the issues.
21.0 pts
C Average
Identifies and understands some of the issues in the question. A superficial analysis of some of the issues in the case.
19.0 pts
D Below Average
Identifies and understands a few of the issues in question. Incomplete analysis of the issues.
17.0 pts
F Failure
Identifies and understands very little of the issues in the question. No analysis of the issues.
25.0 pts
This criterion is linked to a Learning OutcomeAnswers to Research QuestionsThis criterion is linked to a Learning Outcome: Answers to Research Questions.
20.0 pts
A Superior
Answers to research questions are clear throughout. Connection with class and study material goes well beyond the obvious connections among ideas; demonstrates insight and original thinking.
18.0 pts
B Above Average
Answers to research questions present some irrelevant information on topic etc., but very little; treatment goes beyond obvious connections with class and study material.
16.0 pts
C Average
Answers to research questions are vague in places; some irrelevant or distracting information.
14.0 pts
D Below Average
Answers to research questions are unclear and/or confusing. Treatment is very superficial; paper may be well written but says nothing.
12.0 pts
F Failure
Does not address the research questions. Treatment is very superficial and says very little.
20.0 pts
This criterion is linked to a Learning OutcomeOrganization and CoherenceThis criterion is linked to a Learning Outcome: Organization and Coherence
20.0 pts
A Superior
Uses a logical structure appropriate to paper’s subject, purpose, audience, thesis, and disciplinary field. Sophisticated transitional sentences often develop one idea from the previous one or identify their logical relations. It guides the reader through the chain of reasoning or progression of ideas.
18.0 pts
B Above Average
Shows a logical progression of ideas and uses fairly sophisticated transitional devices; e.g., may move from a least to a more important idea. Some logical links may be faulty, but each paragraph clearly relates to paper’s central idea.
16.0 pts
C Average
May list ideas or arrange them randomly rather than using any evident logical structure. May use transitions, but they are likely to be sequential (first, second, third) rather than logic-based. While each paragraph may relate to central idea, logic is not always clear. Paragraphs have topic sentences but may be overly general, and arrangement of sentences within paragraphs may lack coherence.
14.0 pts
D Below Average
May have random organization, lacking internal paragraph coherence and using few or inappropriate transitions. Paragraphs may lack topic sentences or main ideas, or may be too general or too specific to be effective. Paragraphs may not all relate to paper’s thesis.
12.0 pts
F Failure
Absent of any kind of organization. Lacks paragraph topic sentence and transitions between paragraphs. Paragraphs do not relate to the paper’s thesis.
20.0 pts
This criterion is linked to a Learning OutcomeLinks to Course Readings and Additional ResearchThis criterion is linked to a Learning Outcome: Links to Course Readings and Additional Research
20.0 pts
A Superior
Excellent research into the issues with clearly documented links to class (and/or outside) readings. Much more than the minimum required; effort to explore topic exceeds expectations; use of primary and secondary sources; all information meets quality criteria. Sources interspersed with writer’s own analysis or synthesis; quotes are less than 10% of paper; good use of summary and paraphrase; all sources are documented; 1- 3 minor errors (such as incorrect punctuation).
18.0 pts
B Above Average
Good research and documented links to the material read. Slightly more than the minimum required; effort to ensure breadth and depth; possibly no primary sources; all information meets quality criteria. Sources interspersed with writer’s own work; quotes are less than 20% of paper; good use of summary and paraphrase; all sources are documented; 4- 6 minor errors (such as incorrect punctuation).
16.0 pts
C Average
Limited research and documented links to any readings. At least the minimum required; reasonable breadth and depth of exploration; 1-2 sources lack quality criteria (i.e., Wikipedia). 1-2 instances of stringing source references together with little of the writer’s own work; quotes are 25% or more of paper; 1-2 citations missing or with major errors (ex: authors missing or incorrect).
14.0 pts
D Below Average
Incomplete research and links to any readings. Less than the minimum required; or providing only surface coverage; most sources lack quality criteria. More than 2 instances of stringing source references; quotes are 40% or more of paper; OR paper includes few references to sources; 3-4 citations missing or with major errors.
12.0 pts
F Failure
Provided no references or support of analysis. Very few sources; no attempt to explore various points of view; all sources lack quality criteria total. No references to sources; OR there is evidence of plagiarism; 5 or more citations missing or with major errors.
20.0 pts
This criterion is linked to a Learning OutcomeStyle, Mechanics, and FormatThis criterion is linked to a Learning Outcome: Style, Mechanics, and Format
15.0 pts
A Superior
Chooses words for their precise meaning and uses an appropriate level of specificity. Sentence style fits audience and purpose. Sentences clearly structured and carefully focused. Almost entirely free of spelling, punctuation, and grammatical errors. Accurately use required formatting style and proper referencing.
12.0 pts
B Above Average
Generally uses words accurately and effectively, but may be too general. Sentences generally clear, structured, and focused, though some may be awkward or ineffective. May contain a few errors, which may annoy the reader but not impede understanding. Accurately use required formatting style and proper referencing.
10.0 pts
C Average
Uses relatively vague and general words, may use some inappropriate language. Sentence’s structure generally correct, but sentences may be wordy, unfocused, repetitive, or confusing. Usually contains several mechanical errors, which may temporarily confuse the reader but not impede the overall understanding. Accurately use required formatting style and proper referencing with few exceptions.
8.0 pts
D Below Average
Tends to being vague and abstract, or very personal and specific. Usually contains several awkward or ungrammatical sentences; sentence structure is simple or monotonous. Usually contains either many mechanical errors or a few important errors that block the reader’s understanding and ability to see connections between thoughts. Accurately use required formatting style and proper referencing with several exceptions.
6.0 pts
F Failure
Misuse of words throughout. Awkward sentences throughout. Difficult to attach a thought process. Poorly punctuated, misspelled words, grammatically abusive. Fail to use required formatting style and proper referencing.
15.0 pts
Total Points: 100.0 CONTRACT OF SALE OF COMMERCIAL PROPERTY
This Contract of Sale of Commercial Property (the “Agreement”) is made and effective [DATE],
BETWEEN:
[YOUR COMPANY NAME] (the “Seller”), a corporation organized and existing
under the laws of the [State/Province] of [STATE/PROVINCE], with its head
office located at:
[YOUR COMPLETE ADDRESS]
AND:
[PURCHASER NAME] (the “Purchaser”), an individual with his main address
located at OR a corporation organized and existing under the laws of the
[State/Province] of [STATE/PROVINCE], with its head office located at:
[COMPLETE ADDRESS]
RECITALS
Whereas: In consideration of the covenants and agreements of the respective parties, as set forth below,
Seller agrees to sell and convey to Purchaser, and Purchaser agrees to purchase and take from Seller,
the real property situated in [CITY], [STATE], and particularly described as follows:
[SET FORTH LEGAL DESCRIPTION]
Together with all improvements on the property and appurtenances to it, and the articles of equipment
and other personal property listed in Exhibit A, which is attached and incorporated by reference. The real
and personal property described above is referred to as property.
Transfer to Purchaser shall include all right, title, and interest of Seller in and to all streets, alleys, roads,
and avenues adjoining the real property, and shall further include any award for damaging or taking by
eminent domain by public or quasi-public authority, of the real property or any part of it.
1. PRICE
The purchase price for property is [AMOUNT], payable as follows:
[DESCRIBE TERMS].
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All rights are reserved. The material contained herein is the copyright property of Embry-Riddle
Aeronautical University, Daytona Beach, Florida, 32114. No part of this material may be
reproduced, stored in a retrieval system or transmitted in any form, electronic, mechanical,
photocopying, recording or otherwise without the prior written consent of the University.
2. TITLE; TENANCIES
A. Conveyance of title to property shall be by warranty deed with full covenants, executed by Seller
[IF APPROPRIATE, (ADD): ACCOMPANIED BY A DULY CERTIFIED RESOLUTION OF THE
BOARD OF DIRECTORS OF SELLER, AUTHORIZING THE CONVEYANCE], to Purchaser or
Purchaser’s nominees. Title to be conveyed shall be good and marketable, subject only to
[SPECIFY ACCEPTABLE LIENS, ENCUMBRANCES, RESTRICTIONS, and EASEMENTS AND
OTHER BURDENS].
B. Property is presently occupied by [NUMBER] tenants under month-to-month tenancies or leases,
as set forth in Exhibit B, which is attached and made a part of this agreement. Transfer of title and
possession to property shall be subject to those tenancies, but all right, title and interest of Seller
in property shall be transferred to Purchaser or its nominees at the time of conveyance of title.
C. Conveyance of title shall be made and sale closed within [NUMBER] days after the date of this
agreement. Title shall be evidenced by a standard form title insurance policy issued by [NAME
OF TITLE COMPANY], insuring title to property to be in Purchaser or its nominees, subject only
to the matters set forth in this agreement
3. ASSESSMENTS
If, at the time of transfer of title, property or any part of property is subject to an assessment or
assessments payable in installments, all such installments not due or delinquent at the time of transfer
shall nevertheless be deemed to be due and payable at such time and as liens on the real property
described above, and all such assessments shall be paid and discharged by Seller.
4. ESCROW; PRO-RATION
A. Escrow shall be opened with [NAME OF ESCROW COMPANY]. Such instructions as the escrow
company may require, not inconsistent with the provisions of this agreement, shall be signed and
filed by the parties.
B. The following items shall be prorated as of the close of escrow: rentals, real estate taxes due but
not delinquent, prepaid insurance premiums [ADD OTHER ITEMS, AS APPROPRIATE].
C. Escrow shall close when the escrow company is in a position to record all documents required
under this agreement, make all disbursements, and [ISSUE OR SECURE] a title insurance policy.
5. RISK OF LOSS; MAINTENANCE; TRANSFER OF POSSESSION
A. Risk of loss or damage by fire or other casualty to property or any part of property prior to close of
escrow shall be the risk of Seller. In the event of such loss or damage prior to closing, this
agreement shall not be affected but Seller shall assign to Purchaser all rights under any
insurance policy or policies applicable to the loss. If action is necessary to recover under any
casualty policy, Seller shall grant permission to bring the action in Seller’s name.
B. Improvements and personal property described above shall be maintained in their present
condition prior to the close of escrow by Seller, wear from normal and reasonable use and
deterioration excepted.
C. Possession of property, subject to the leases and tenancies referred to above, shall be
transferred at close of escrow.
6. COMMERCIAL ZONING
Seller warrants that property is zoned for commercial purposes and that all existing uses are lawful and
within such zoning. Purchaser plans the use of property for [DESCRIBE PURPOSES]. Purchaser intends
to apply for a [BUILDING PERMIT OR AS THE CASE MAY BE] for such additional use, and for
appropriate amendments to the existing zoning plan for the area in which property is located. Seller will
cooperate fully with Purchaser with respect to the contemplated plans. If Purchaser is unable to proceed
with the described project because of any adverse decision of [CITY], or any board, commission, or
officer of [CITY], Purchaser shall [STATE AGREED REMEDY, SUCH AS: REMIT [AMOUNT OF THE
PURCHASE PRICE BY CREDITING THAT AMOUNT ON THE PURCHASE-MONEY MORTGAGE TO
BE EXECUTED BY PURCHASER IN FAVOR OF SELLER].
7. BROKER’S COMMISSION
A commission of [AMOUNT] has become due from Seller to [NAME OF BROKER] by reason of the sale
provided for in this agreement. That amount shall be paid to broker at close of escrow directly, from cash
payable on close to Seller.
8. SURVEY
Within [NUMBER] days after the date of acceptance of this contract, the Seller will provide and deliver to
Buyer or Buyer’s Attorney, a new spotted certified survey having all corners staked and showing all
improvements upon the Property.
9. EXAMINATION OF TITLE AND TIME OF CLOSING
If the title evidence and survey as specified above disclose that Seller is vested with fee simple title to the
Property (subject only to the permitted exceptions set forth above acceptable to Buyer), this sale shall be
closed and Buyer shall perform the agreements made in this contract, at the office of Buyer’s Attorney, on
or before [NUMBER] days after acceptance of this contract. If title evidence or survey reveal any defect or
condition which is not acceptable to Buyer, the Buyer shall, within [NUMBER] days, notify the Seller of
such title defects and Seller agrees to use reasonable efforts to remedy such defects and shall have
[NUMBER] days to do so, in which case this sale shall be closed within [NUMBER] days after delivery of
acceptable evidence to Buyer and Buyer’s Attorney that such defects have been cured. Seller agrees to
pay for and clear all delinquent taxes, liens, and other encumbrances, unless the parties otherwise agree.
If Seller is unable to convey to Buyer a good and insurable title to the Property, the Buyer shall have the
right to demand all sums deposited by Buyer and held by or for the Seller. At the same time, Buyer shall
return to Seller all items, if any, received from Seller, whereupon all rights and liabilities of the parties to
this contract shall cease. However, the Buyer shall have the right to accept such title as Seller may be
able to convey and to close this sale upon the other terms as set forth in this contract.
10. DEFAULT BY BUYER
If Buyer fails to perform the agreements of this contract within the time set forth herein, Seller may retain,
as liquidated damages and not as a penalty, all of the initial deposit, it is being agreed that this is Seller’s
exclusive remedy.
11. DEFAULT BY SELLER
If Seller fails to perform any of the agreements of this contract, all deposits made by Buyer shall be
returned to Buyer on demand, or the Buyer may bring suit against Seller for damages resulting from the
breach of contract, or the Buyer may bring an action for specific performance. Buyer’s remedies are
cumulative and not exclusive of one another, and all other remedies shall be available in either law or
equity to Buyer for Seller’s breach hereof.
12. ATTORNEY FEES AND COSTS
If any litigation is instituted with respect to enforcement of the terms of this contract, the prevailing party
shall be entitled to recover all costs incurred, including, but not limited to, reasonable attorney’s fees and
court costs.
13. CONDITION OF THE PROPERTY
Seller agrees to deliver the Property to Buyer in its present condition, ordinary wear and tear excepted,
and further certifies and represents that Seller knows of no latent defect in the Property. All heating,
cooling, plumbing, electrical, sanitary systems, and appliances shall be in good working order at the time
of closing. Seller represents and warrants that the personal property conveyed with the premises shall be
the same property inspected by Buyer and that no substitutions will be made without the Buyer’s written
consent. Buyer may also inspect or cause to be inspected the foundation, roof supports, or structural
member of all improvements located upon the Property. If any such system, appliance, roof, foundation,
or structural member shall be found defective, Buyer shall notify Seller at or before closing and Seller
shall thereupon remedy the defect forthwith at its sole expense (in which case the time for closing shall be
reasonably extended as necessary). If the costs of such repairs shall exceed [%] of the total purchase
price, Seller may elect not to make such repairs and the Buyer may elect to take the Property in such
defective condition and deduct [%] from the purchase price or Buyer may, at his/her option, elect to
terminate this contract and receive the full refund of all deposits and other sums tendered hereunder. In
addition, Seller agrees to remove all debris from the Property by date of possession.
14. OCCUPANCY
Seller shall deliver possession to Buyer no later than the closing date unless otherwise stated herein.
Seller represents that there are no persons occupying the Property. Seller agrees to provide true and
accurate copies of all written leases to Buyer within [NUMBER] days after the date of acceptance of this
contract. Said leases are subject to Buyer’s approval. Seller shall provide such letters notifying tenants to
pay rent to the buyer after closing as Buyer may reasonably request. Seller warrants that any rent rolls
and other income and expense data provided to Buyer are complete and accurate, all of which must be
acceptable to Buyer.
15. NOTICES
Any notices required to be given herein shall be sent to the parties listed below at their respective
addresses either by personal delivery or by certified mail – return receipt requested. Such notice shall be
effective upon delivery or mailing.
16. GOVERNING LAW
The law of the [State/Province] shall govern this Agreement, or any dispute arising from the relationship
between the parties to this Agreement, excluding any laws that direct the application of another
jurisdiction’s laws.
17. BINDING EFFECT OF AGREEMENT
This agreement and the covenants and agreements of it shall bind and inure to the benefit of the parties,
and their respective heirs, personal representatives, successors and assigns. Unless the agreement
otherwise requires, the covenants of this agreement shall survive the transfer of title.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
[NUMBER] duplicate originals of the agreement have been signed.
SELLER
PURCHASER
Authorized Signature
Authorized Signature
Print Name and Title
Print Name and Title
EXHIBIT A
IMPROVEMENTS, APPURTENANCES AND EQUIPMENT
CONTRACT OF SALE OF COMMERCIAL PROPERTY
This Contract of Sale of Commercial Property (the “Agreement”) is made and effective [DATE],
BETWEEN:
[YOUR COMPANY NAME] (the “Seller”), a corporation organized and existing
under the laws of the [State/Province] of [STATE/PROVINCE], with its head
office located at:
[YOUR COMPLETE ADDRESS]
AND:
[PURCHASER NAME] (the “Purchaser”), an individual with his main address
located at OR a corporation organized and existing under the laws of the
[State/Province] of [STATE/PROVINCE], with its head office located at:
[COMPLETE ADDRESS]
RECITALS
In consideration of the covenants and agreements of the respective parties, as set forth below, Seller
agrees to sell and convey to Purchaser, and Purchaser agrees to purchase and take from Seller, the real
property situated in [CITY], [STATE], and particularly described as follows:
[SET FORTH LEGAL DESCRIPTION]
together with all improvements on the property and appurtenances to it, and the articles of equipment and
other personal property listed in Exhibit A, which is attached and incorporated by reference. The real and
personal property described above is referred to as property.
Transfer to Purchaser shall include all right, title, and interest of Seller in and to all streets, alleys, roads,
and avenues adjoining the real property, and shall further include any award for damaging or taking by
eminent domain by public or quasi-public authority, of the real property or any part of it.
1. PRICE
The purchase price for property is [AMOUNT], payable as follows:
[DESCRIBE TERMS].
2. TITLE; TENANCIES
worldwide.erau.edu
All rights are reserved. The material contained herein is the copyright property of Embry-Riddle
Aeronautical University, Daytona Beach, Florida, 32114. No part of this material may be
reproduced, stored in a retrieval system or transmitted in any form, electronic, mechanical,
photocopying, recording or otherwise without the prior written consent of the University.
A. Conveyance of title to property shall be by warranty deed with full covenants, executed by Seller
[IF APPROPRIATE, ADD: ACCOMPANIED BY A DULY CERTIFIED RESOLUTION OF THE
BOARD OF DIRECTORS OF SELLER, AUTHORIZING THE CONVEYANCE], to Purchaser or
Purchaser’s nominees. Title to be conveyed shall be good and marketable, subject only to
[SPECIFY ACCEPTABLE LIENS, ENCUMBRANCES, RESTRICTIONS, EASEMENTS AND
OTHER BURDENS].
B. Property is presently occupied by [NUMBER] tenants under month-to-month tenancies or leases,
as set forth in Exhibit B, which is attached and made a part of this agreement. Transfer of title and
possession to property shall be subject to those tenancies, but all right, title and interest of Seller
in property shall be transferred to Purchaser or its nominees at the time of conveyance of title.
C. Conveyance of title shall be made and sale closed within [NUMBER] days after the date of this
agreement. Title shall be evidenced by a standard form title insurance policy issued by [NAME
OF TITLE COMPANY], insuring title to property to be in Purchaser or its nominees, subject only
to the matters set forth in this agreement
3. ASSESSMENTS
If, at the time of transfer of title, property or any part of property is subject to an assessment or
assessments payable in installments, all such installments not due or delinquent at the time of transfer
shall nevertheless be deemed to be due and payable at such time and as liens on the real property
described above, and all such assessments shall be paid and discharged by Seller.
4. ESCROW; PRO-RATION
A. Escrow shall be opened with [NAME OF ESCROW COMPANY]. Such instructions as the escrow
company may require, not inconsistent with the provisions of this agreement, shall be signed and
filed by the parties.
B. The following items shall be prorated as of the close of escrow: rentals, real estate taxes due but
not delinquent, prepaid insurance premiums [ADD OTHER ITEMS, AS APPROPRIATE].
C. Escrow shall close when the escrow company is in a position to record all documents required
under this agreement, make all disbursements, and [ISSUE OR SECURE] a title insurance policy.
5. RISK OF LOSS; MAINTENANCE; TRANSFER OF POSSESSION
A. Risk of loss or damage by fire or other casualty to property or any part of property prior to close of
escrow shall be the risk of Seller. In the event of such loss or damage prior to closing, this
agreement shall not be affected but Seller shall assign to Purchaser all rights under any
insurance policy or policies applicable to the loss. If action is necessary to recover under any
casualty policy, Seller shall grant permission to bring the action in Seller’s name.
B. Improvements and personal property described above shall be maintained in their present
condition prior to the close of escrow by Seller, wear from normal and reasonable use and
deterioration excepted.
C. Possession of property, subject to the leases and tenancies referred to above, shall be
transferred at close of escrow.
6. COMMERCIAL ZONING
Seller warrants that property is zoned for commercial purposes and that all existing uses are lawful and
within such zoning. Purchaser plans the use of property for [DESCRIBE PURPOSES]. Purchaser intends
to apply for a [BUILDING PERMIT OR AS THE CASE MAY BE] for such additional use, and for
appropriate amendments to the existing zoning plan for the area in which property is located. Seller will
cooperate fully with Purchaser with respect to the contemplated plans. If Purchaser is unable to proceed
with the described project because of any adverse decision of [CITY], or any board, commission, or
officer of [CITY], Purchaser shall [STATE AGREED REMEDY, SUCH AS: REMIT [AMOUNT OF THE
PURCHASE PRICE BY CREDITING THAT AMOUNT ON THE PURCHASE-MONEY MORTGAGE TO
BE EXECUTED BY PURCHASER IN FAVOR OF SELLER].
7. BROKER’S COMMISSION
A commission of [AMOUNT] has become due from Seller to [NAME OF BROKER] by reason of the sale
provided for in this agreement. That amount shall be paid to broker at close of escrow directly, from cash
payable on close to Seller.
8. SURVEY
Within [NUMBER] days after the date of acceptance of this contract, the Seller will provide and deliver to
Buyer or Buyer’s Attorney, a new spotted certified survey having all corners staked and showing all
improvements upon the Property.
9. EXAMINATION OF TITLE AND TIME OF CLOSING
If the title evidence and survey as specified above disclose that Seller is vested with fee simple title to the
Property (subject only to the permitted exceptions set forth above acceptable to Buyer), this sale shall be
closed and Buyer shall perform the agreements made in this contract, at the office of Buyer’s Attorney, on
or before [NUMBER] days after acceptance of this contract. If title evidence or survey reveal any defect or
condition which is not acceptable to Buyer, the Buyer shall, within [NUMBER] days, notify the Seller of
such title defects and Seller agrees to use reasonable efforts to remedy such defects and shall have
[NUMBER] days to do so, in which case this sale shall be closed within [NUMBER] days after delivery of
acceptable evidence to Buyer and Buyer’s Attorney that such defects have been cured. Seller agrees to
pay for and clear all delinquent taxes, liens, and other encumbrances, unless the parties otherwise agree.
If Seller is unable to convey to Buyer a good and insurable title to the Property, the Buyer shall have the
right to demand all sums deposited by Buyer and held by or for the Seller. At the same time, Buyer shall
return to Seller all items, if any, received from Seller, whereupon all rights and liabilities of the parties to
this contract shall cease. However, the Buyer shall have the right to accept such title as Seller may be
able to convey an…
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