Purchase and Sale of Real Property Clause Samples

Purchase and Sale of Real Property. The Seller shall sell to the Purchaser, and the Purchaser shall purchase from the Seller, that certain real property, hereinafter referred to as the "Property," more particularly described as: subject to taxes and assessments for the sale year not in default and reservations, restrictions, and easements of record.

Purchase and Sale of Real Property and Assets on the Closing ------------------------------------------------------------ Date. Subject to the terms and conditions hereof, on the Closing Date (as ---- defined in Section 2.01(a) hereof), Seller shall (i) transfer, sell, convey and deliver to Buyer those certain tracts of real property together with all interests of Seller in any vacated streets or alleys adjacent thereto, all easements and other appurtenances and benefits thereto, all improvements thereon and all attached fixtures, more particularly described on Schedule 1.01 attached ------------- hereto (collectively, the "Real Property"), which Real Property shall be free and clear of all liens, liabilities, claims, mortgages, obligations, taxes, assessments or other encumbrances of any kind or nature, except for use restrictions imposed by zoning regulations, easements conveyed to public utilities and access easements which do not materially affect the value of the Real Property ("Liens"), and (ii) assign, transfer, sell, convey and deliver to Buyer all of Seller's right, title and interest in and to specific tangible and intangible assets of Seller necessary for the normal course of business operation of the Business, as they shall exist on the Closing Date (the "Purchased Assets"), free and clear of all Liens, including but not limited to the following: (a) the tangible and intangible personal property used by Seller currently and customarily used in the course of the Business, including all working inventory, tools, equipment, spare parts, vehicles, machinery, stock, supplies, changer coinage and tokens, licenses of software currently used in the operation of the Business, electronic copies of all documentation, checklists and forms used in the operation of the business, and other items listed on Schedule 1.01 (to be provided by Seller prior to the Closing Date) and attached ------------- hereto; (b) copies of all books, files, and records in Seller's possession concerning the operation of the Business and all other files necessary to conduct and operate the Business and copies of all title commitments and title policies, surveys, engineering studies and reports, environmental studies and reports and related documents in Seller's possession concerning the Real Property; (c) all rights and benefits of Seller in, to and under the Leetsdale Lease; and (d) all goodwill of the Seller related to the Business. The Real Property together with the Purchased Assets shall be collectively referre...

Purchase and Sale of Real Property. Section 2.01 The Purchaser hereby purchases and Vendor hereby sell the Shares for the consideration and subject to the terms and conditions hereinafter set forth, effective on the Closing Date. Section 2.02 The following shall be the terms of payment for the Shares: a) the Purchase Price (the “Purchase Price”) payable for the Shares shall be an amount equal to $10.00 and is dependent on the following conditions being met: i) Purchaser agrees that he will purchase the company as of the Effective Date and assume the assets and liabilities as outlined in the financial statements as of the Effective Date and attached hereto in Schedule B and subject to the adjustment in ii) below; ii) Vendor agrees that the total amount of the Long Term liabilities, including the Related Party Loan due to Purchaser of $386,542.27 will be capped at an amount equal to $1,250,000.00 plus the amount of working capital surplus determined on the Effective date which amount has been determined to be $32,001.87 and any amount in excess of that amount will be written down by the Vendor such that this will result in a gain to the Company and a Loss for the Vendor; iii) Vendor agrees to allow the Purchaser to partially repay the Collateral Loan in an amount equal to $277,500 by submitting to the Company for cancellation 2,408,268 shares owned by the Purchaser. iv) The Purchaser agrees to pay 5% interest on the amount owing on the Collateral Loan and to repay the principle and accrued interest on the Related Party Note no later than June 30, 2014 and to execute a Note as attached hereto in Schedule C on closing to Replace the Related Party Note and give his personal guarantee on the Note. v) The Collateral Loan shall be secured by the assets of the Company and the shares of the Company and Purchaser shall not make any sales of the shares of the Company or any of the assets of the Company without first paying off in full any amount owing on the Collateral Loan; b) This entire agreement shall be conditional upon the payments described in a) above being made by the Purchaser by June 30, 2015

Purchase and Sale of Real Property. 6 2.1 Purchase and Sale 6 2.2 Real Property Purchase Price. 6 2.3 Conveyance 6 2.4 Title Insurance 7 2.5 Review Right, Inspection and Survey 7

Purchase and Sale of Real Property. Subject to the terms and conditions of this Agreement, RRM shall, on the Closing Date, sell, transfer, convey and assign to the Company, and the Company shall purchase, the Real Property, free and clear of all liens, claims or encumbrances whatsoever except for Permitted Encumbrances.

Purchase and Sale of Real Property. (a) Effective May 1, 1998, Yukon and Western shall enter into a standard triple net commercial month-to-month lease for the real estate and improvements used in connection with the Retail Operations located at ▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ (collectively, the "Real Property"). The monthly lease rate shall be $8,000.00 payable in advance on the first of each month. The monthly rent shall be prorated for commencement and termination on other than the first day of any month. Western shall provide insurance coverage on the Real Property and its business operations reasonably acceptable to Yukon. (b) Within 90 days of the date of this Agreement, Yukon may elect to sell to Western, and upon such election Western shall be obligated to purchase from Yukon, subject to the exceptions below, all of the right, title, and interest of Yukon at the Real Property's fair market value as determined by independent appraisal. Western and Yukon shall each select one MAI certified appraiser to prepare an appraisal of the Real Property. The costs of each of the appraiser shall be born by the party selecting the appraiser. As long as the two appraisals do not differ by more than 15%, the purchase price shall be the average of the two appraisals. If the two appraisals differ by 15% or more, the two selected appraisers shall jointly select a third appraiser to appraise the facility. The costs of the third appraisal shall be shared equally by the parties. The third appraiser's fair market value shall be included in the arithmetic average of the other two appraisers and the resulting average of all three appraisals shall be the purchase price. Such amount shall be paid in full in cash no more than three (3) months following the date of Yukon's election to sell the Real Property to Western. Yukon will provide a title insurance policy at closing which is satisfactory to Western. Western's obligation to purchase the Real Property shall be subject to Western's approval of the title policy as well as the environmental survey to be performed in accordance with Section 6.04, which approval shall not be unreasonably withheld. (c) If Yukon does not elect to sell the Real Property within 90 days of the date of this Agreement, Yukon and Western shall enter into a ten year lease of the facility, in substantially the form of attached EXHIBIT Z, at an initial lease rate of $8,000.00 per month. Such lease shall be renewable at the end of the ten year lease period for an additional ten year...

Purchase and Sale of Real Property. Seller hereby agrees to sell, and ---------------------------------- Buyer hereby agrees to purchase, upon the terms and conditions herein stated, that certain real property in ▇▇▇▇▇ County (the "County"), State of Nevada, consisting of approximately 1.08 acres of land and improvements thereon, commonly known as assessor's parcel numbers 162-20-701-005 and 162-20-701-017 and more particularly described on Exhibit "A" hereto, including the land, buildings and other improvements and all water, oil and mineral rights appurtenant thereto and all other rights, privileges and easements which are appurtenant to such real property (collectively, the "Property"). The Property includes any and all strips, gores, licenses, accretions, abandonments, and real property adjacent to the land described in Exhibit A which was at any time owned by, or is hereinafter acquired by, Seller and/or ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and/or ▇▇▇▇ ▇▇▇▇▇▇, unless now owned by the Company. "Property" includes any and all right, title and interest which the Seller holds or has claim to in fixtures, furniture, furnishings, fittings, equipment, machinery, apparatus, appliances, vehicles and other articles of personal property (including expendable and consumable items) located at or upon or used in connection with the real property referenced in this Section 1 other than those items of personal property specifically listed on Exhibit D hereto, but only to the extent owned by the Seller, which shall be removed by Seller prior to Closing (as hereinafter defined).

Purchase and Sale of Real Property. THIS AGREEMENT for the purchase and sale of real property (hereinafter the "Agreement") is entered into as of the Effective Date hereof; by and between Automotive Services Group, LLC with an address of ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, #▇▇▇, ▇▇, ▇▇ ▇▇▇▇▇ (hereinafter "Seller"), and Twin Properties, LLC, or its assignee, with an address of ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ 35E04 (hereinafter "Purchaser"), for the Property located in the State of Alabama, County of Tuscaloosa, City of Tuscaloosa, and described as Tuscaloosa undeveloped land Alabama, (hereinafter referred to as the "Property"), as noted on the attached Exhibit "A." Said Property shall include all buildings, improvements, easements, privileges, and appurtenances thereunto belonging, as of Closing, to Seller.

Purchase and Sale of Real Property. At the "Closing" (as hereinafter defined), Seller shall sell to Buyer, and Buyer shall purchase from Seller, upon the terms and conditions herein stated, the Property.