Exhibit 2.1
Vacant Land Contract
FLORIDA ASSOCIATION OF REALTORS
PARTIES AND DESCRIPTION OF PROPERTY
1. SALE AND PURCHASE: National Residential Properties, Inc. ("Seller") and
G&F Corp. and/or its assignees ("Buyer") agree to sell and buy on the terms and
conditions specified below the property ("Property") agree to sell and buy on
the terms and conditions specified below the property ("Property") described as:
Address: NE Corner of XX 0xx Xx. & XX 00 Xxx, Xxxxx, XX
Legal Description: Xxxx 0, 0, 0, 0 xxx 00, Xxxxx 0, XXXXXXXX PARK, recorded in
Plat Book 42, Page 52, of the Public Records of Miami-Dade County, Florida
Including all improvements and the following additional property:_______________
________________________________________________________________________________
________________________________________________________________________________
PRICE AND FINANCING
2. PURCHASE PRICE: $1,805,500.00 payable to Buyer in U.S. Funds as follows:
(a) $ 50,000.00 Deposit received (checks are subject to clearance)
December 12, 2001 by _______________ for
Signature
Leopold, Korn & Leopold, P.A. ("Escrow Agent")
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Signature Name of Company
(b) $ 0.00 Additional deposit to be made by _________ or _____
--------------- days from Effective Date.
(c) Total Financing (see Paragraph 3 below) (express as
--------------- a dollar amount or percentage)
(d) Other: ___________________________________________
---------------
(e) $ 1,755,500.00 Balance to close (not including Buyer's closing
--------------- costs, prepaid items and prorations). All funds
paid at closing must be paid by locally drawn
cashier's check, official check or wired funds.
|_| (f) (complete only if purchase price will be determined based on a per
unit cost instead of a fixed price) The unit used to determine the purchase
price is |_| lot |_| acre |_| square foot |_| other (specify:____
_____________________________________) prorating areas of less than a full
unit. The purchase price will be $______________________ per unit based on a
calculation of total area of the Property as certified to Buyer and Seller
by a Florida-licensed surveyor in accordance with Paragraph 8(c) of this
Contract. The following rights of way and other areas will be executed from
the calculation:___________________________________________________________.
3. CASH FINANCING: (Check as applicable) |X| (a) Buyer will pay cash for the
Property with no financing contingency. |_| (b) This Contract is contingent
on Buyer qualifying and obtaining the commitment(s) or approval(s) specified
below (the "Financing") within ______ days from Effective Date (if left
blank then Closing Date or 30 days from Effective Date, whichever occurs
first) (the "Financing Period"). Buyer will apply for Financing within
______ days from Effective Date (5 days if left blank) will timely provide
any and all credit, employment, financial and other information required by
the lender. If Buyer, after using diligence and good faith, cannot obtain
the Financing within the Financing Period, either party may cancel this
Contract. Upon cancellation, Buyer will return to Seller all title evidence,
surveys and association documents provided by Seller, and Buyer's deposit(s)
will be returned after Escrow Agent receives proper authorization from all
interested parties. Buyer will pay all loan expenses, including the lender's
title insurance policy.
|_|(1) New Financing: Buyer will secure a commitment for new third
party financing for $ 0.00 or ______% of the purchase price at the
prevailing interest rate and loan costs. Buyer will keep Seller and
Broker fully informed of the loan application status and progress and
authorizes the lender or mortgage broker to disclose all such
information to Seller and Broker.
|_|(2) Seller Financing: Buyer will execute a first second purchase
money note and mortgage to Seller in the amount of $
__________________________, bearing annual interest at ______% and
payable as follows: _________________________________________________
_____________________________________________________________________
The mortgage, note, and any security agreement will be in a form
acceptable to Seller and will follow forms generally accepted in the
county where the Property is located; will provide for a late payment
fee and acceleration at the mortgagee's option if
Buyer defaults; will give Buyer the right to prepay without penalty
all or part of the principal at any time(s) with interest only to
date of payment; will be due on conveyance or sale; will provide for
release of contiguous parcels, if applicable; and will require Buyer
to keep liability insurance on the Property, with Seller as
additional named insured. Buyer authorizes Seller to obtain credit,
employment and other necessary information to determine
creditworthiness for the financing. Seller will, within 10 days from
Effective Date, give Buyer written notice of whether or not Seller
will make the loan.
|_|(3) Mortgage Assumption: Buyer will take title subject to and
assume and pay existing first mortgage to __________
_____________________________________________________________________
LN# _________________________ in the approximate amount of $
________________________________________ currently payable at $
_________________ per month including principal, Interest, |_|taxes
and insurance and having a |_| fixed |_| other
(describe)___________________________________________________________
interest rate of ________% which |_| will |_| will not escalate upon
assumption. Any variance in the mortgage will be adjusted in the
balance due at closing with no adjustment to purchase price. Buyer
will purchase Seller's escrow account dollar for dollar. If the
lender disapproves Buyer, or the interest rate upon transfer exceeds
_________________% or the assumption/transfer fee exceeds $
___________________________ either party may elect to pay the excess,
failing which this agreement will terminate and Buyer's deposit(s)
will be returned.
CLOSING
4. CLOSING DATE; OCCUPANCY: This Contract will be closed and the deed and
possession delivered on or before 30 days from Effective Date, unless extended
by other provisions of this Contract. If on Closing Date insurance underwriting
is suspended, Buyer may postpone closing up to 5 days after the insurance
suspension is lifted.
5. CLOSING PROCEDURE; COSTS: Closing will take place in the county where the
Property is located and may be conducted by electronic means. If title insurance
insures Buyer for title defects arising between the title binder effective date
and recording of Buyer's deed, closing agent will disburse at closing the net
sale proceeds to Seller and brokerage fees to Broker as per Paragraph 17. In
addition to other expenses provided in this Contract, Seller and Buyer will pay
the costs indicated below.
(a) Seller Costs: Seller will pay taxes on the deed and recording fees for
documents needed to cure title; certified, confirmed and ratified special
assessment liens; title evidence (if applicable under Paragraph B); Other:
__________________________________________________________________________
(b) Buyer Costs: Buyer will pay taxes and recording fees on notes and
mortgages and recording fees on the deed and financing statements; loan
expenses; pending special assessment liens; lender's title policy at the
simultaneous issue rate; inspections; survey and sketch; insurance; Other:
_________________________________________________________________________.
(c) Title Evidence and Insurance: Check (1) or (2):
|_|(1) Seller will provide a Paragraph 8(a)(1) owner's title
insurance commitment as title evidence. Seller Buyer will select the
title agent. Seller Buyer will pay for the owner's title policy,
search, examination and related charges. Each party will pay its own
closing fees.
|X|(2) Seller will provide title evidence as specified in Paragraph
8(a)(2). Seller Buyer will pay for the owner's title policy and
select the title agent. Seller will pay fees for title searches prior
to closing, including tax search and lien search fees; and Buyer will
pay fees for title searches after closing (if any), title examination
fees and closing fees.
(d) Prorations: The following items will be made current and prorated as
of the day before Closing Date: real estate taxes, interest, bonds,
assessments, leases and other Property expenses and revenues. If taxes and
assessments for the current year cannot be determined, the previous year's
rates will be used with adjustment for any exemptions.
(e) Tax Withholding: Buyer and Seller will comply with the Foreign
Investment in Real Property Tax Act, which may require Seller to provide
additional cash at closing if Seller is a "foreign person" as defined by
federal law.
PROPERTY CONDITION
6. LAND USE: Seller will deliver the Property to Buyer at the time agreed in its
present "as is" condition, with conditions resulting from Buyer's Inspections
and casualty damage, if any, excepted. Seller will maintain the landscaping and
grounds in a comparable condition and will not engage in or permit any activity
that would materially after the Property's condition without the Buyer's prior
written consent.
(a) Flood Zone: Buyer is advised to verify by survey, with the lender and
with appropriate government agencies which flood zone the Property is in,
whether flood insurance is required and what restrictions apply to
improving the Property and rebuilding in the event of casualty.
(b) Government Regulation: Buyer is advised that changes in government
regulations and levels of service which affect Buyer's intended use of the
Property will not be grounds for canceling this Contract if the
Feasibility Study Period has expired or if Buyer has checked choice (c)(2)
below.
(c) Inspections: (check (1) or (2) below)
|_|(1) Feasibility Study: Buyer will, at Buyer's expense and within
______ days from Effective Date ("Feasibility Study Period"),
determine whether the Property is suitable, in Buyer's sole and
absolute discretion, for ____________________________________________
_______________________________ use. During the Feasibility Study
Period, Buyer may conduct a Phrase 1 environmental assessment and any
other tests, analyses, surveys and investigations ("Inspections")
that Buyer deems necessary to determine to Buyer's satisfaction the
Property's engineering, architectural and environmental properties;
zoning and zoning restrictions; subdivision statutes; soil and grade;
availability of access to public roads, water, and other utilities;
consistency with local, state and regional growth management plans;
availability of permits, government approvals, and licenses; and
other Inspections that Buyer deems appropriate to determine the
Property's suitability for the Buyer's intended use. If the Property
must be rezoned, Buyer will obtain the rezoning from the appropriate
government agencies. Seller will sign all documents Buyer is required
to file in connection with development or rezoning approvals.
Seller gives Buyer, its agents, contractors and assigns, the right to
enter the Property at any time during the Feasibility Study Period
for the purpose of conducting Inspections; provided, however, that
Buyer, its agents, contractors and assigns enter the Property and
conduct Inspections at their own risk. Buyer will indemnify and hold
Seller harmless from losses, damages, costs, claims and expenses of
any nature, including attorney's fees, expenses and liability
incurred in application for rezoning or related proceedings, and from
liability to any person, arising from the conduct of any and all
Inspections or any work authorized by Buyer. Buyer will not engage in
any activity that could result in a construction lien being filed
against the Property without Seller's prior written consent. If this
transaction does not close, Buyer will, at Buyer's expense, (1)
repair all damages to the Property resulting from the Inspections and
return the Property to the condition it was in prior to conduct of
the Inspections, and (2) release to Seller all reports and other work
generated as a result of the Inspections.
Buyer will deliver written notice to Seller prior to the expiration
of the Feasibility Study Period of Buyer's determination of whether
or not the Property is acceptable. Buyer's failure to comply with
this notice requirement will constitute acceptance of the Property as
suitable for Buyer's intended use in its "as is" condition. If the
Property is unacceptable to Buyer and written notice of this fact is
timely delivered to Seller, this Contract will be deemed terminated
as of the day after the Feasibility Study Period ends and Buyer's
deposit(s) will be returned after Escrow Agent receives proper
authorization from all interested parties.
|_|(2) No Feasibility Study: Buyer is satisfied that the Property is
suitable for Buyer's purposes, including being satisfied that either
public sewerage and water are available to the Property or the
Property will be approved for the installation of a well and/or
private sewerage disposal system and that existing zoning and other
pertinent regulations and restrictions, such as subdivision or deed
restrictions, concurrency, growth management and environmental
conditions, are acceptable to Buyer. This Contract is not contingent
on Buyer conducting any further investigations.
(d) Subdivided Lands: If this Contract is for the purchase of subdivided
lands, defined by Florida Law as "(a) Any contiguous land which is divided
or is proposed to be divided for the purpose of disposition into 50 or
more lots, parcels, units, or Interests; or (b) Any land, whether
contiguous or not, which is divided or proposed to be divided into 50 or
more lots, parcels, units, or interests which are offered as a part of a
common promotional plan." Buyer may cancel this Contract for any reason
whatsoever for a period of 7 business days from the date on which Buyer
executes this Contract. If Buyer elects to cancel within the period
provided, all funds or other property paid by Buyer will be refunded
without penalty or obligation within 20 days of the receipt of the notice
of cancellation by the developer.
7. RISK OF LOSS; EMINENT DOMAIN: If any portion of the Property is materially
damaged by casualty before closing, or Seller negotiates with a governmental
authority to transfer all or part of the Property in lieu of eminent domain
proceedings, or if an eminent domain proceeding is initiated. Seller will
promptly inform Buyer. Either party may cancel this Contract by written notice
to the other within 10 days from Buyer's receipt of Seller's notification,
failing which Buyer will close in accordance with this Contract and receive all
payments made by the government authority or insurance company, if any.
TITLE
8. TITLE: Seller will convey marketable title to the Property by statutory
warranty deed or trustee, personal representative or guardian deed as
appropriate to Seller's status.
(a) Title Evidence: Title evidence will show legal access to the Property
and marketable title of record in Seller in accordance with current title
standards adopted by the Florida Bar, subject only to the following title
exceptions, none of which prevent Buyer's intended use of the Property as
apartment residential : covenants, easements and restrictions of record;
matters of plat; existing zoning and government regulations; oil, gas and
mineral rights of record if there is no right of entry; current taxes;
mortgages that Buyer will assume; and encumbrances that Seller will
discharge at or before closing. Seller will, prior to closing, deliver to
Buyer Seller's choice of one of the following types of title evidence,
which must be generally accepted in the county where the Property is
located (specify in Paragraph 5(c) the selected type). Seller will use
option (1) in Palm Beach County and option (2) in Miami-Dade County.
(1) A title Insurance commitment issued by a Florida-licensed title
insurer in the amount of the purchase price and subject only to title
exceptions set forth in this Contract.
(2) An existing abstract of title from a reputable and existing
abstract firm (if firm is not existing, then abstract must be
certified as correct by an existing firm) purporting to be an
accurate synopsis of the Instruments affecting title to the Property
recorded in the public records of the county where the Property is
located and certified to Effective Date. However if such an abstract
is not available to Seller, then a prior owner's title policy
acceptable to the proposed Insurer as a base for reissuance of
coverage. Seller will pay for copies of all policy exceptions and an
update in a format acceptable to Buyer's closing agent from the
policy effective date and certified to Buyer or Buyer's closing
agent, together with copies of all documents recited in the prior
policy and in the update. If a prior policy is not available to
Seller then (1) above will be the title evidence. Title evidence will
be delivered no later than 10 days before Closing Date.
(b) Title Examination: Buyer will examine the title evidence and deliver
written notice to Seller, within 5 days from receipt of title evidence but
no later than closing, or any defects that make the title unmarketable.
Seller will have 30 days from receipt of Buyer's notice of defects
("Curative Period") to cure the defects at Seller's expense. If Seller
cures the defects within the Curative Period. Seller will deliver written
notice to Buyer and the parties will close the transaction on Closing Date
or within 10 days from Buyer's receipt of Seller's notice if Closing Date
has passed. If Seller is unable to cure the defects within the Curative
Period, Seller will deliver written notice to Buyer and Buyer will, within
10 days from receipt of Seller's notice, either cancel this Contract or
accept title with existing defects and close the transaction.
(c) Survey: Buyer may, prior to Closing Date and at Buyer's expense, have
the Property surveyed and deliver written notice to Seller, within 5 days
from receipt of survey but no later than closing, of any encroachments on
the Property, encroachments by the Property's improvements on other lands
or deed restriction or zoning violations. Any such encroachment or
violation will be treated in the same manner as a title defect and Buyer's
and Seller's obligations will be determined in accordance with
subparagraph (b) above. If any part of the Property lies seaward of the
coastal construction control line, Seller will provide Buyer with an
affidavit or survey as required by law delineating the line's location on
the property, unless Buyer waives this requirement in writing.
MISCELLANEOUS
9. EFFECTIVE DATE; TIME: The "Effective Date" of this Contract is the date on
which the last of the parties initials or signs the latest offer. Time is of the
essence for all provisions of this Contract. All time periods expressed as days
will be computed in business days (a "business day" is every calendar day except
Saturday, Sunday and national legal holidays), except for time periods greater
than 60 days, which will be computed in calendar days. If any deadline falls on
a Saturday, Sunday or national legal holiday, performance will be due the next
business day. All time periods will end at 5:00 p.m. local time (meaning in the
county where the Property is located) of the appropriate day.
10. NOTICES: All notices will be made to the parties and Broker by mail,
personal delivery or electronic media. Buyer's failure to deliver timely written
notice to Seller, when such notice is required by this Contract, regarding any
contingencies will render that contingency null and void and the Contract will
be construed as if the contingency did not exist.
11. COMPLETE AGREEMENT: This Contract is the entire agreement between Buyer and
Seller. Except for brokerage agreements, no prior or present agreements will
bind Buyer, Seller or Broker unless incorporated into this Contract.
Modifications of this Contract will not be binding unless in writing, signed and
delivered by the party to be bound. Signatures, initials, documents
referenced in this Contract, counterparts and written modifications communicated
electronically or on paper will be made acceptable for all purposes, including
delivery, and will be binding. Handwritten or typewritten terms inserted in or
attached to this Contract prevail over preprinted terms. If any provision of
this Contract is or becomes invalid or unenforceable, all remaining provisions
will continue to be fully effective. This Contract will not be recorded in any
public records.
12. ASSIGNABILITY; PERSONS BOUND: Buyer may not assign this Contract without
Seller's written consent. The terms "Buyer," "Seller," and "Broker" may be
singular or plural. This Contract is binding on the heirs, administrators,
executors, personal representatives and assigns (if permitted) of Buyer, Seller
and Broker.
DEFAULT AND DISPUTE RESOLUTION
13. DEFAULT: (a) Seller Default: If for any reason other than failure of Seller
to make Seller's title marketable after diligent effort, Seller fails, refuses
or neglects to perform this Contract, Buyer may choose to receive a return to
Buyer's deposit without waiving the right to seek damages or to seek specific
performance as per Paragraph 16. Seller will also be liable to Broker for the
full amount of the brokerage fee. (b) Buyer Default: If Buyer fails to perform
this Contract within the time specified, including timely payment of all
deposits, Seller may choose to retain and collect all deposits paid and agreed
to be paid as liquidated damages or to seek specific performance as per
Paragraph 16; and Broker will, upon demand, receive 50% of all deposits paid and
agreed to be paid (to be split equally among cooperating brokers) up to the full
amount of the brokerage fee.
14. DISPUTE RESOLUTION: This Contract will be construed under Florida law. All
controversies, claims, and other matters in question arising out of or relating
to this transaction or this Contract or its breach will be settled as follows:
(a) Disputes concerning entitlement to deposits made and agreed to be
made: Buyer and Seller will have 30 days from the date conflicting demands
are made to attempt to resolve the dispute through mediation. If that
fails, Escrow Agent will submit the dispute, if so required by Florida
law, to Escrow Agent's choice of arbitration, a Florida court or the
Florida Real Estate Commission. Buyer and Seller will be bound by any
resulting settlement or order.
(b) All other disputes: Buyer and Seller will have 30 days from the date a
dispute arises between them to attempt to resolve the matter through
mediation, failing which the parties will resolve the dispute through
neutral binding arbitration in the county where the Property is located.
The arbitrator may not alter the Contract terms or award any remedy not
provided for in this Contract. The award will be based on the greater
weight of the evidence and will state findings of fact and the contractual
authority on which it is based. If the parties agree to use discovery, it
will be in accordance with the Florida Rules of Civil Procedure and the
arbitrator will resolve all discovery-related disputes. Any disputes with
a real estate licensee named in Paragraph 17 will be submitted to
arbitration only if the licensee's broker consents in writing to become a
party to the proceeding. This clause will survive closing.
(c) Mediation and Arbitration; Expenses: "Mediation" is a process in which
parties attempt to resolve a dispute by submitting it to an impartial
mediator who facilitates the resolution of the dispute but who is not
empowered to impose a settlement on the parties. Mediation will be in
accordance with the rules of the American Arbitration Association ("AAA")
or other mediator agreed on by the parties. The parties will equally
divide the mediation fee, if any. "Arbitration" is a process in which the
parties resolve a dispute by a hearing before a neutral person who decides
the matter and whose decision is binding on the parties. Arbitration will
be in accordance with the rules of the AAA or other arbitrator agreed on
by the parties. Each party to any arbitration will pay its own fees, costs
and expenses, including attorneys' fees, and will equally split the
arbitrators' fees and administrative fees of arbitration. In a civil
action to enforce an arbitration award, the prevailing party to the
arbitration shall be entitled to recover from the nonprevailing party
reasonable attorneys' fees, costs, and expenses.
ESCROW AGENT AND BROKER
15. ESCROW AGENT: Buyer and Seller authorize Escrow Agent to receive, deposit
and hold funds and other items in escrow and, subject to clearance, disburse
them upon proper authorization and in accordance with the terms of this
Contract, including disbursing brokerage fees. The parties agree that Escrow
Agent will not be liable to any person for misdelivery of escrowed items to
Buyer or Seller, unless the misdelivery is due to Escrow Agent's willful breach
of this Contract or gross negligence. If Escrow Agent interpleads the subject
matter of the escrow, Escrow Agent will pay the filing fees and costs from the
deposit and will recover reasonable attorneys' fees and costs to be paid from
the escrowed funds or equivalent and charged and awarded as court costs in favor
of the prevailing party. All claims against Escrow Agent will be arbitrated, so
long as Escrow Agent consents to arbitrate.
16. PROFESSIONAL ADVICE; BROKER LIABILITY: Broker advised Buyer and Seller to
verify all facts and representations that are important to them and to consult
an appropriate professional for legal advice (for example, interpreting
contracts, determining the effect of laws on the Property and transaction,
status of title, foreign investor reporting requirements, etc.) and for tax,
property condition, environmental and other specialized advice. Buyer
acknowledges that Broker does not reside in the Property and that all
representations (oral, written or otherwise) by Broker are based on Seller
representations or public records unless Broker indicates personal verification
of the representation. Buyer agrees to rely solely on Seller, professional
inspectors and governmental agencies for verification of the Property condition
and facts that materially affect Property value. Buyer and Seller respectively
will pay all costs and expenses, including reasonable attorneys' fees at all
levels, incurred by Broker and Broker's officers, directors, agents and
employees in connection with or arising from Buyer's or Seller's misstatement or
failure to perform contractual obligations. Buyer and Seller hold harmless and
release Broker and Broker's officers, directors, agents and employees from all
liability for loss or damage based on (1) Buyer's or Seller's misstatement or
failure to perform contractual obligations; (2) Broker's performance, at Buyer's
and/or Seller's request, of any task beyond the scope of services regulated by
Chapter 475, F.S., as amended, including Broker's referral, recommendation or
retention of any vendor; (3) products or services provided by any vendor; and
(4) expenses incurred by any vendor. Buyer and Seller each assume full
responsibility for selecting and compensating their respective vendors. This
paragraph will not relieve Broker of statutory obligations. For purposes of this
paragraph, Broker will be treated as a party to this Contract. This paragraph
will survive closing.
17. BROKERS: The licensee(s) and brokerage(s) named below are collectively
referred to as "Broker." Seller and Buyer acknowledge that the brokerage(s)
named below are the procuring cause of this transaction. Instruction to Closing
Agent: Seller and Buyer direct closing agent to disburse at closing the full
amount of the brokerage fees as specified in separate brokerage agreements with
the parties and cooperative agreements between the brokers, unless Broker has
retained such fees from the escrowed funds. In the absence of such brokerage
agreements, closing agent will disburse brokerage fees as indicated below.
Xxxxxx Xxxx
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Real Estate Licensee Real Estate Licensee
United First Realty, Inc.
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Broker/Brokerage fee: ($ or % of Purchase Price) 3% Broker/Brokerage fee; ($ or % of Purchase Price)
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ADDITIONAL TERMS
18. ADDITIONAL TERMS:__________________________________________________________
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This is intended to be a legally binding contract. If not fully
understood, seek the advice of an attorney prior to signing.
OFFER AND ACCEPTANCE
(Check if applicable:|_| Buyer received a written real property disclosure
statement from Seller before making this Offer.) Buyer offers to purchase the
Property on the above terms and conditions. Unless this Contract is signed by
Seller and a copy delivered to Buyer no later than 5:00 [_]a.m. |X|p.m. on June
21, 2002 , this offer will be revoked and Buyer's deposit refunded subject
to clearance of funds.
Buyer will select the title agent.|_|Seller|_|Buyer will pay for the owner's
title policy, search, examination and related charges. Each party will pay its
own closing fees.
Date: Buyer: /s/Xxxxxx Xxxx Tax ID/SSN:
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Print name: G&F Corp. and/or its assignees
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Date: Buyer: Tax ID/SSN:
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Print name:
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Phone: Address:
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Fax:
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Date: Seller: /s/Xxxxxxx Xxxxxx Tax ID/SSN:
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Print name: National Residential Properties
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Date: Seller: Tax ID/SSN:
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Print name:
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Phone: Address:
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Fax:
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|_|Seller counters Buyer's offer (to accept the counter offer, Buyer must sign
or initial the counter offered terms and deliver a copy of the acceptance to
Seller by 5:00 p.m. on _______________________).|_|Seller rejects Buyer's offer.
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Effective Date: 6/21/02 (The date on which the last party
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signed or initialed acceptance of the final offer.)
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