Exhibit 10.17
REAL ESTATE PURCHASE CONTRACT
This is a legally binding contract. Utah law requires real estate licensees to
use this form. Buyer and Seller, however, may agree to alter or delete its
provisions or to use a different form. If you desire legal or tax advice,
consult your attorney or tax advisor.
XXXXXXX MONEY RECEIPT
Buyer The Xxxxxxx Group Career Satisfaction Corporation offers to purchase the
Property described below and hereby delivers to the Brokerage, as Xxxxxxx Money,
the amount of $ 0 in the form of 0 which, upon Acceptance of this offer by all
parties (as defined in Section 23), shall be deposited in accordance with state
law.
Received by: 0 on October 28, 1999 (Date)
-------------------------------- ------------------------
Brokerage: Phone Number
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OFFER TO PURCHASE
1. PROPERTY: Approximately 0 Xxxxx xxxx Xxxxxxxx, Xxxx also described as:
Xxxxxxxx Xxxxxxx Xxxx X, Xxx #0 & Portion of #4 City of Woodland County of
Wasatch State of Utah (the "Property").
1.1 Included Items. Unless excluded herein, this sale includes the following
items if presently attached to the Property: plumbing, heating, air conditioning
fixtures and equipment; ceiling fans; water heater; built-in appliances; light
fixtures and bulbs; bathroom fixtures; curtains, draperies and rods; window and
door screens; storm doors and windows; window blinds; awnings; installed
television antenna; satellite dishes and system; permanently affixed carpets;
automatic garage door opener and accompanying transmitter(s)'. fencing; and
trees and shrubs. The following items shall also be included in this sale and
conveyed under separate Xxxx of Sale with warranties as to title:
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1.2 Excluded Items. The following items are excluded from this sale: None
1.3 Water Rights. The following water rights are included in this sale: all
associated water shares or rights to water in connection to the ground (see
Addendum #1)
1.4 Survey. (Check applicable boxes): A survey map of the Property certified by
a licensed surveyor [ ] WILL [X] WILL NOT be prepared. The Property corners [ ]
WILL [ X] WILL NOT be marked by survey stakes set by a licensed surveyor or
engineering company. The cost of the applicable items checked above will be: [ ]
paid by Buyer [ ] paid by Seller [ ] shared equally by Buyer and Seller [ ]
Other (specify) For additional terms, see attached Survey Addendum if
applicable.
2. PURCHASE PRICE. The Purchase Price for the Property is $225,000.00
2.1 Method of Payment. The Purchase Price will be paid as follows:
$ 0 (a) Xxxxxxx Money Deposit. Under certain conditions
------------------- described in this Contract, THIS DEPOSIT MAY BECOME
TOTALLY NON-REFUNDABLE.
$ 0 (b) New Loan. Buyer agrees to apply for a new loan as
------------------- provided in Section 2~3.Buyer will apply for one or more
of the following loans: [ ] CONVENTIONAL [ ] FHA
[ I VA [ I OTHER (specify)______________________________
If an FHAWA loan applies, see attached FHANA Loan
Addendum If the loan is to include any particular
terms, then check below and give details: [ ] SPECIFIC
LOAN TERMS_______________________________________________
$ 0 (c) Loan Assumption (see attached Assumption Addendum if
------------------- applicable)
$ 0 (d) Seller Financing (see attached Seller Financing
------------------- Addendum if applicable)
$ 191,250 (e) Other (specify) See Addendum #1
-------------------
$ 33,750 (f) Balance of Purchase Price in Cash at Settlement
-------------------
$ 225,000 PURCHASE PRICE. Total of lines (a) through (f)
-------------------
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2.2 Financing Condition. (check applicable box)
(a) [ ] Buyer's obligation to purchase the Property IS conditioned upon Buyer
qualifying for the applicable loan(s) referenced in Section 2.1(b) or (c) (the
"Loan"). This condition is referred to as the "Financing Condition."
(b) [X ] Buyer's obligation to purchase the Property IS NOT conditioned upon
Buyer qualifying for a loan. Section 2.3 does not apply.
2.3 Application for Loan.
(a) Buyer's duties. No later than the Application Deadline referenced in Section
24(a), Buyer shall apply for the Loan. "Loan Application"occurs only when Buyer
has: (i) completed, signed, and delivered to the lender (the "Lender") the
initial loan application and documentation required by the Lender; and (ii) paid
all loan application fees as required by the Lender. Buyer agrees to diligently
work to obtain the Loan. Buyer will promptly provide the Lender with any
additional documentation as required by the Lender.
(b) Procedure if Loan Application is denied. If Buyer receives written notice
from the Lender that the Lender does not approve the Loan (a "Loan Denial"),
Buyer shall, no later than three calendar days thereafter, provide a copy to
Seller. Buyer or Seller may, within three calendar days after Seller=s receipt
of such notice, cancel this Contract by providing written notice to the other
party. In the event of a cancellation under this Section 2.3(b): (i) if the Loan
Denial was received by Buyer on or before the Xxxxxxx Money Forfeiture Deadline
referenced in Section 24(d), the Xxxxxxx Money Deposit shall be returned to
Buyer; (ii) if the Loan Denial was received by Buyer after the Xxxxxxx Money
Forfeiture Deadline, Buyer agrees to forfeit, and Seller agrees to accept as
Seller's exclusive remedy, the Xxxxxxx Money as liquidated damages. A failure to
cancel as provided in this Section 2.3(b) shall have no effect on the Financing
Condition set forth in Section 2.2(a). Cancellation pursuant to the provisions
of any other section of this Contract shall be governed by such other
provisions.
2.4 Appraisal of Property. Buyer's obligation to purchase the Property [ ] IS
[X] IS NOT conditioned upon the Property appraising for not less than the
Purchase Price. If the appraisal condition applies and the Property appraises
for less than the Purchase Price, Buyer may cancel this Contract by providing
written notice to Seller no later than three calendar days after Buyer's receipt
of notice of the appraised value. In the event of such cancellation, the Xxxxxxx
Money Deposit shall be released to Buyer, regardless of whether such
cancellation is before or after the Xxxxxxx Money Forfeiture Deadline. A failure
to cancel as provided in this Section 2.4 shall be deemed a waiver of the
appraisal condition by Buyer.
3. SETTLEMENT AND CLOSING. Settlement shall take place on or before the
Settlement Deadline referenced in Section 24(e). A Settlement" shall occur only
when all of the following have been completed: (a) Buyer and Seller have signed
and delivered to each other or to the escrow/closing office all documents
required by this Contract, by the Lender, by written escrow instructions or by
applicable law; (b) any monies required to be paid by Buyer under these
documents (except for the proceeds of any new loan) have been delivered by Buyer
to Seller or to the escrow/closing office in the form of collected or cleared
funds; and (c) any monies required to be paid by Seller under these documents
have been delivered by Seller to Buyer or to the escrow/closing office in the
form of collected or cleared funds. Seller and Buyer shall each pay one-half
(1/2) of the fee charged by the escrow/closing office for its services in the
settlement/closing process. Taxes and assessments for the current year, rents,
and interest on assumed obligations shall be prorated at Settlement as set forth
in this Section. Tenant deposits (including, but not limited to, security
deposits, cleaning deposits and prepaid rents) shall be paid or credited by
Seller to Buyer at Settlement. Prorations set forth in this Section shall be
made as of the Settlement Deadline date referenced in Section 24(e), unless
otherwise agreed to in writing by the parties. Such writing could include the
settlement statement. The transaction will be considered closed when Settlement
has been completed, and when all of the following have been completed: (i) the
proceeds of any new loan have been delivered by the Lender to Seller or to the
escrow/closing office; and (ii) the applicable Closing documents have been
recorded in the office of the county recorder. The actions described in parts
(i) and (ii) of the preceding sentence shall be completed within four calendar
days of Settlement.
4. POSSESSION. Seller shall deliver physical possession to Buyer within: [ ] ___
hours [X ] 1 days after Closing;
[ ] Other (specify) _________________________________________________________
5. CONFIRMATION OF AGENCY DISCLOSURE. At the signing of this Contract:
[ ] Seller's Initials [ ] Buyer's Initials
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The Listing Agent, ________________, represents [ ] Seller, [ ] Buyer [ ] both
Buyer and Seller as a Limited Agent
The Selling Agent, ________________, represents [ ]Seller [ ] Buyer [ ] both
Buyer and Seller as a Limited Agent;
The Listing Broker, ________________,represents [ ]Seller [ ] Buyer [ ] both
Buyer and Seller as a Limited Agent;
The Selling Broker, ________________, represents [ ] Seller [ ] Buyer [ ] both
Buyer and Seller as a Limited Agent;
6. TITLE INSURANCE. At Settlement, Seller agrees to pay for a standard-coverage
owner's policy of title insurance insuring Buyer in the amount of the Purchase
Price.
7. SELLER DISCLOSURES. No later than the Seller Disclosure Deadline referenced
in Section 24(b), Seller shall provide to Buyer the following documents which
are collectively referred to as the "Seller Disclosures":
(a) a Seller property condition disclosure for the Property, signed and dated by
Seller;
(b) a commitment for the policy of title insurance;
(c) a copy of any leases affecting the Property not expiring prior to Closing;
(d) written notice of any claims and/or conditions known to Seller relating to
environmental problems and building or zoning code violations; and
(e) Other (specify)_____________________________________________________________
8. BUYER'S RIGHT TO CANCEL BASED ON EVALUATIONS AND INSPECTIONS. Buyer's
obligation to purchase under this Contract (check applicable boxes):
[X ] IS [ ] IS NOT conditioned upon Buyer's approval of the content of all the
Seller Disclosures referenced in Section 7;
[ ] IS [ X] IS NOT conditioned upon Buyer's approval of a physical condition
inspection of the Property;
[ ] IS [ X] IS NOT conditioned upon Buyer's approval of the following tests and
evaluations of the Property: (specify)
If any of the above items are checked in the affirmative, then Sections 8.1,
8.2, 8.3 and 8.4 apply; otherwise, they do not apply. The items checked in the
affirmative above are collectively referred to as the "Evaluations &
Inspections." Unless otherwise provided in this Contract, the Evaluations &
Inspections shall be paid for by Buyer and shall be conducted by individuals or
entities of Buyer's choice. Seller agrees to cooperate with the Evaluations &
Inspections and with the walk-through inspection under Section 11.
8.1 Period for Completion and Review of Evaluations and Inspections. No later
than the Buyer Cancellation Deadline referenced in Section 24(c) Buyer shall:
(a) complete all Evaluations & Inspections; and (b) determine if the Evaluations
& Inspections are acceptable to Buyer.
8.2 Right to Cancel or Object. If Buyer determines that the Evaluations &
Inspections are unacceptable, Buyer may, no later than the Buyer Cancellation
Deadline, either: (a) cancel this Contract by providing written notice to
Seller, whereupon the Xxxxxxx Money Deposit shall be released to Buyer; or (b)
provide Seller with written notice of objections.
8.3 Failure to Respond. If by the expiration of the Buyer Cancellation Deadline,
Buyer does not: (a) cancel this Contract as provided in Section 8.2, or (b)
deliver a written objection to Seller regarding the Evaluations & Inspections,
the Evaluations & Inspections shall be deemed approved by Buyer.
8.4 Response by Seller. If Buyer provides written objections to Seller, Buyer
and Seller shall have seven calendar days after Seller's receipt of Buyer's
objections (the "Response Period") in which to agree in writing upon the manner
of resolving Buyer's objections. Seller may, but shall not be required to,
resolve Buyer's objections. if Buyer and Seller have not agreed in writing upon
the manner of resolving Buyer's objections, Buyer may cancel this Contract by
providing written notice to Seller no later than three calendar days after
expiration of the Response Period; whereupon the Xxxxxxx Money Deposit shall be
released to Buyer, regardless of whether such cancellation is before or after
the Xxxxxxx Money Forfeiture Deadline. If this Contract is not canceled by Buyer
under this Section 8.4, Buyer's objections shall be deemed waived by Buyer. This
waiver shall not affect those items warranted in Section 10.
9. ADDITIONAL TERMS. There [X ] ARE [ ] ARE NOT addenda to this Contract
containing additional terms. If there are, the terms of the following addenda
are incorporated into this Contract by this reference: [ X] Addendum No. 1 [ ]
Survey ---------------- Addendum [ ] Seller Financing Addendum [ ] FHA/VA Loan
Addendum [ ] Assumption Addendum [ ] Lead-Based Paint Addendum (in some
transactions this addendum is required by law) [ ] Other (specify)
____________________________.
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10. SELLER WARRANTIES & REPRESENTATIONS.
10.1 Condition of Title. Seller represents that Seller has fee title to the
Property and will convey good and marketable title to Buyer at Closing by
general warranty deed, unless the sale is being made pursuant to a real estate
contract which provides for title to pass at a later date. In that case, title
will be conveyed in accordance with the provisions of that contract. Buyer
agrees, however, to accept title to the Property subject to the following
matters of record.. easements, deed restrictions, CC&R's (meaning covenants,
conditions and restrictions), and rights-of-way; and subject to the contents of
the Commitment for Title Insurance as agreed to by Buyer under Section 8. Buyer
also agrees to take the Property subject to existing leases affecting the
Property and not expiring prior to Closing Buyer agrees to be responsible for
taxes, assessments, homeowners association dues, utilities, and other services
provided to the Property after Closing. Except for any loan(s) specifically
assumed by Buyer under Section 2.1(c), Seller will cause to be paid off by
Closing all mortgages, trust deeds, judgments, mechanic's liens, tax liens and
warrants. Seller will cause to be paid current by Closing all assessments and
homeowners association dues.
10.2 Condition of Property. Seller warrants that the Property will be in the
following condition ON THE DATE SELLER DELIVERS PHYSICAL POSSESSION TO BUYER:
(a) the Property shall be broom-clean and free of debris and personal
belongings. Any Seller or tenant moving-related damage to the Property shall be
repaired at Seller's expense;
(b) the heating, cooling, electrical, plumbing and sprinkler systems and
fixtures, and the appliances and fireplaces will be in working order and fit for
their intended purposes;
(c) the roof and foundation shall be free of leaks known to Seller;
(d) any private well or septic tank serving the Property shall have applicable
permits, and shall be in working order and fit for its intended purpose; and
(e) the Property and improvements, including the landscaping, will be in the
same general condition as they were on the date of Acceptance.
11. WALK-THROUGH INSPECTION. Before Settlement, Buyer may, upon reasonable
notice and at a reasonable time, conduct a "walk-through" inspection of the
Property to determine only that the Property is "as represented," meaning that
the items referenced in Sections 1.1, 8.4 and 10.2 ("the items") are
respectively present, repaired/changed as agreed, and in the warranted
condition. If the items are not as represented, Seller will, prior to
Settlement, replace, correct or repair the items or, with the consent of Buyer
(and Lender if applicable), escrow an amount at Settlement to provide for the
same. The failure to conduct a walk-through inspection, or to claim that an item
is not as represented, shall not constitute a waiver by Buyer of the right to
receive, on the date of possession, the items as represented.
12. CHANGES DURING TRANSACTION. Seller agrees that from the date of Acceptance
until the date of Closing, none of the following shall occur without the prior
written consent of Buyer: (a) no changes in any existing leases shall be made;
(b) no new leases shall be entered into; (c) no substantial alterations or
improvements to the Property shall be made or undertaken; and (d) no further
financial encumbrances to the Property shall be made.
13. AUTHORITY OF SIGNERS. If Buyer or Seller is a corporation, partnership,
trust, estate, limited liability company, or other entity, the person executing
this Contract on its behalf warrants his or her authority to do so and to bind
Buyer and Seller.
14. COMPLETE CONTRACT. This Contract together with its addenda, any attached
exhibits, and Seller Disclosures, constitutes the entire Contract between the
parties and supersedes and replaces any and all prior negotiations,
representations, warranties, understandings or contracts between the parties.
This Contract cannot be changed except by written agreement of the parties.
15. DISPUTE RESOLUTION. The parties agree that any dispute, arising prior to or
after Closing, related to this Contract [ ] SHALL [X ] MAY (upon mutual
agreement of the parties) first be submitted to mediation. If the parties agree
to mediation, the dispute shall be submitted to mediation through a mediation
provider mutually agreed upon by the parties. Each party agrees to bear its own
costs of mediation. If mediation fails, the other procedures and remedies
available under this Contract shall apply. Nothing in this Section 15 shall
prohibit any party from seeking emergency equitable relief pending mediation.
16. DEFAULT. If Buyer defaults, Seller may elect either to retain the Xxxxxxx
Money Deposit as liquidated damages, or to return it and xxx Buyer to
specifically enforce this Contract or pursue other remedies available at law. If
Seller defaults, in addition to return of the Xxxxxxx Money Deposit, Buyer may
elect either to accept from Seller a sum equal to the Xxxxxxx Money Deposit as
liquidated damages, or may xxx Seller to specifically enforce this Contract or
pursue other remedies available at law. If Buyer elects to accept liquidated
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damages, Seller agrees to pay the liquidated damages to Buyer upon demand. It is
agreed that denial of a Loan Application made by the Buyer is not a default and
is governed by Section 2.3(b).
17. ATTORNEY FEES AND COSTS.
17.1 In Actions to Enforce this Contract. In the event of litigation or binding
arbitration to enforce this Contract, the prevailing party shall be entitled to
costs and reasonable attorney fees. Attorney fees shall not be awarded for
participation in mediation under Section 15.
17.2 In Interpleader Actions. If a principal broker holding the Xxxxxxx Money
Deposit is required by law to file an interpleader action in court to resolve a
dispute over that Deposit, Buyer and Seller authorize that principal broker to
draw from that Deposit an amount necessary to advance the court costs needed to
bring that interpleader action. The amount of the Deposit remaining after
advancing those costs shall be interpleaded into court. Buyer and Seller further
agree that whichever of them is found to be in default may be ordered to pay any
reasonable attorney fees, or additional court costs, incurred by the principal
broker in bringing the action, unless the court finds that there was fault on
the part of the principal broker or his or her agent that would make such an
award of attorney fees and costs unjust.
18. NOTICES. Except as provided in Section 23, all notices required under this
Contract must be: (a) in writing; (b) signed by the party giving notice; and (c)
received by the other party or the other party's agent no later than the
applicable date referenced in this Contract.
19. ABROGATION. Except for the provisions of Sections 15 and 17.1 and express
warranties made in this Contract, the provisions of this Contract shall not
apply after Closing.
20. RISK OF LOSS. All risk of loss to the Property not caused by Seller or
Buyer, including physical damage or destruction to the Property or its
improvements due to any cause except ordinary wear and tear and loss caused by a
taking in eminent domain, shall be borne by Seller until Seller delivers
possession of the Property to Buyer.
21. TIME IS OF THE ESSENCE. Time is of the essence regarding the dates set forth
in this Contract. Extensions must be agreed to in writing by all parties. Unless
otherwise explicitly stated in this Contract: (a) performance under each Section
of this Contract which references a date shall absolutely be required by 5:00 PM
Mountain Time on the stated date; and (b) the term "days" shall mean calendar
days and shall be counted beginning on the day following the event which
triggers the timing requirement (i.e., Acceptance, receipt of the Seller
Disclosures, etc.). Performance dates and times referenced herein shall not be
binding upon title companies. lenders, appraisers and others not parties to this
Contract, except as otherwise agreed to in writing by such non-party.
22. FAX TRANSMISSION AND COUNTERPARTS. Facsimile (fax) transmission of a signed
copy of this Contract, any addenda and counteroffers, and the retransmission of
any signed fax shall be the same as delivery of an original. This Contract and
any addenda and counteroffers may be executed in counterparts.
23. ACCEPTANCE. "Acceptance" occurs when Seller or Buyer, responding to an offer
or counteroffer of the other: (a) signs the offer or counteroffer where noted to
indicate acceptance; and (b) communicates to the other party or to the other
party's agent that the offer or counteroffer has been signed as required.
24. CONTRACT DEADLINES. ~uyer and Seller agree that the following deadlines
shall apply to this Contract:
(a) Application Deadline 0 (Date)
---------------------------
(b) Seller Disclosure Deadline before closing (Date)
---------------------------
(c) Evaluation & Inspections Deadline 0 (Date)
---------------------------
(e) Settlement Deadline November 18, 1999 (Date)
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25. OFFER AND TIME FOR ACCEPTANCE. Buyer offers to purchase the Property on the
above terms and conditions. If Seller does not accept this offer by: 12:00 [ ]
AM [ X] PM Mountain Time on August 25, 1999 (Date), this offer shall lapse; and
the Brokerage shall return the Xxxxxxx Money Deposit to Buyer.
/s/ 8/16/99
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(Buyer's Signature) (Offer Date) (Buyer's Signature) (Offer Date)
The later of the above Offer Dates shall be referred to as the
"Offer Reference Date"
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(Buyers' Names) (PLEASE PRINT) (Notice Address) (Phone)
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ACCEPTANCE/COUNTEROFFER/REJECTION
CHECK ONE:
[ ] ACCEPTANCE OF OFFER TO PURCHASE: Seller Accepts the foregoing offer on the
terms and conditions specified above.
[ ] COUNTEROFFER: Seller presents for Buyer's Acceptance the terms of Buyer's
offer subject to the exceptions or modifications as specified in the attached
ADDENDUM NO. ______
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(Seller's Signature) (Date) (Time) (Seller's Signature) (Date) (Time)
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(Sellers' Names) (PLEASE PRINT) (Notice Address) (Phone)
[ ] REJECTION: Seller Rejects the foregoing offer.
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(Seller's Signature) (Date) (Time) (Seller's Signature) (Date) (Time)
*********************************
DOCUMENT RECEIPT
State law requires Broker to furnish Buyer and Seller with copies of this
Contract bearing all signatures. (Fill in applicable section below.)
A. I acknowledge receipt of a final copy of the foregoing Contract bearing all
signatures.
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(Buyer's Signature) (Date) (Buyer's Signature) (Date)
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(Seller's Signature) (Date) (Seller's Signature) (Date)
B. I personally caused a final copy of the foregoing Contract bearing all
signatures to be [ ] faxed [ ] mailed [ ] hand delivered on
___________________________ (Date) postage prepaid, to the [ ] Seller [ ] Buyer.
Sent/Delivered by (specify) ______________________________________________
THIS FORM APPROVED BY THE UTAH REAL ESTATE COMMISSION AND THE OFFICE OF THE UTAH
ATTORNEY GENERAL EFFECTIVE JUNE 12, 19g6. IT REPLACES AND SUPERSEDES ALL
PREVIOUSLY APPROVED VERSIONS OF THIS FORM.
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REALTOR ADDENDUM NO. 1
TO
REAL ESTATE PURCHASE CONTRACT Page 1 of 1
THIS IS AN [X ] ADDENDUM [ ] COUNTEROFFER to that REAL ESTATE PURCHASE CONTRACT
(the "REPC") with an Offer Reference Date of October 28, 1999 including all
prior addenda and counteroffers, between The Xxxxxxx Group as Buyer, and Xxxxx
Xxxxxxx as Seller, regarding the Property located at Woodland, Utah. The
following terms are hereby incorporated as part of the REPC:
_______________________________________ _______________________________________
(e) Other: $191,250 to be paid as 127,500 shares of Class A Common Voting Stock
in The Xxxxxxx Group Career Satisfaction Corp.
Buyer: To purchase 2 acre feet water at $4,000.00 each.
To the extent the terms of this ADDENDUM modify or conflict with any provisions
of the REPC, including all prior addenda and counteroffers, these terms shall
control. All other terms of the REPC, including all prior addenda and
counteroffers, not modified by this ADDENDUM shall remain the same. [ ] Seller
[ ] Buyer shall have until ________ [ ] AM [ ] PM Mountain Time on _____________
,19 ____ to accept the terms of this ADDENDUM in accordance with the provisions
of Section 23 of the REPC. Unless so accepted, the offer as set forth in this
ADDENDUM shall lapse.
/s/ 10/28/99
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[X]Buyer[]Seller Signature (Date)(Time) []Buyer[]Seller Signature (Date )(Time)
ACCEPTANCE COUNTEROFFER REJECTION
CHECK ONE:
[ ] ACCEPTANCE: [ ] Seller [ ] Buyer hereby accepts the terms of this ADDENDUM.
[ ] COUNTEROFFER: [ ] Seller [ ] Buyer presents as a counteroffer the terms of
attached ADDENDUM NO. ____
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(Signature) (Date) (Time) (Signature) (Date) (Time)
[ ] REJECTION: [ ] Seller [ ] Buyer rejects the foregoing ADDENDUM.
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(Signature) (Date) (Time) (Signature) (Date) (Time)
THIS FORM APPROVED BY THE UTAH REAL ESTATE COMMISSION AND THE OFFICE OF THE UTAH
ATTORNEY GENERAL, EFFECTIVE AUGUST 17, 1998. IT REPLACES AND SUPERCEDES ALL
PREVIOUSLY APPROVED VERSIONS OF THIS FORM.
