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Fillable Printable Real Estate Purchase and Sale Agreement - Illinois

Fillable Printable Real Estate Purchase and Sale Agreement - Illinois

Real Estate Purchase and Sale Agreement - Illinois

Real Estate Purchase and Sale Agreement - Illinois

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REAL ESTATE PURCHASE AND SALE AGREEMENT ("Agreement")
___________________________
Chicago, Illinois
1. PARTIES: FCBT Holdings, LLC, Series _________________, an Illinois limited liability company series
("Seller") agrees to sell and convey to:
(“Purchaser”) and Purchaser agrees to buy from Seller all of Seller’s rights, title and
interest in and to the Property (as defined in Section 2. below) for the consideration and upon and subject to the
terms, provisions, and conditions hereinafter set forth.
2. PROPERTY: The real estate located within the County of Cook, State of Illinois commonly known as
_______________________________ and having a permanent index number of XX-XX-XXX-XXX-0000 (the
Real Estate; Seller reserves the right to provide exact legal description of the Real Estate prior to Closing);
together with (a) hereditaments, tenements and appurtenances to the land, including right, title and interest of
Seller, if any, in and to adjacent streets, alleys, or rights-of-way; (b) Seller’s interest in and to any, licenses, and
permits with respect to the Property, if any and solely to the extent transferrable and (c) all leases of any of the
above real property to tenants, if any (“Leases”); all of the above herein collectively called the “Property”.
3. PURCHASE PRICE: CALCULATION OF PURCHASE PRICE
A. HIGH BID PRICE: $
BUYER'S PREMIUM:
(Equal to __% (____percent) of the High Bid) $
TOTAL PURCHASE PRICE: (A+B) $
Payable in U.S. dollars by Purchaser as follows:
B. INITIAL EARNEST MONEY: Simultaneously with the execution of this Agreement Purchaser
shall deposit with Escrow Agent a sum equal to $_________________ (____________ Dollars)
payable in the form of a cashier’s check made payable to the order of ___________________
(“Escrow Agent”), the receipt of which is hereby acknowledged.
C. ADDITIONAL EARNEST MONEY: If the Initial Earnest Money is less than ten percent (10%) of
the Total Purchase Price, the Purchaser shall make an Additional Earnest Money payment, the amount
of which, when taken together with the Initial Earnest Money shall equal ten percent (10%) of the
Total Purchase Price ("Additional Earnest Money"). The Additional Earnest Money shall be payable
by cashier’s check and made payable to the order of and delivered to Escrow Agent not less than five
business days after execution of this Agreement.
D. BALANCE OF PURCHASE PRICE: The balance of the Purchase Price plus or minus prorations
and Closing adjustments, if any, shall be paid at the Closing of this transaction (“Closing”) and must
be paid by wire transfer of funds or by other good funds (as defined in 215 ILCS 155/26(c)) acceptable
to the escrowee of the deed and money escrow for the Closing.
E. CASH, NON-CONTINGENT SALE AND PURCHASE: This is an all-cash sale and purchase and
it is NOT contingent upon Purchaser obtaining financing even though Purchaser may apply to a
lending institution of Purchaser’s choice for a loan. Purchaser understands and agrees that neither
receipt of a commitment from such a lending institution, acceptance of such a commitment, nor
satisfaction or failure to satisfy any condition set forth in such a commitment shall in any way be
conditions to or excuse the performance of Purchaser’s obligations under this Agreement.
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4. ESCROW: Escrow Agent will hold all Earnest Money in a non-interest bearing account any and all monies
received by it directly or through its agents, employees or its Attorneys until Closing or the Purchase Agreement
is canceled in accordance with its terms. Seller and Purchaser hereby agree that, in the event either Seller or
Purchaser directs Escrow Agent to disburse funds that are then being held in escrow, the party making such
request or receiving such funds shall indemnify, defend and hold harmless Escrow Agent or any other Escrow
Agent engaged in connection with the Closing of this transaction from and against any loss, liability or expense
(including reasonable attorney's fees) arising from said disbursement unless incurred by reason of gross
negligence or fraud. Escrow Agent reserves the right to interplead any dispute arising in connection with this
provision. Provided the Purchase Agreement has not theretofore been cancelled or terminated in accordance
with its terms, the initial Escrow Agent shall transfer all monies then being held to the Title Company not more
than three business days nor less than one business day prior to Closing, to be held by the Title Company
pursuant to escrow instructions executed by Seller and Purchaser.
5. TITLE INSURANCE: Seller has delivered to Purchaser a Preliminary Title Insurance Commitment
("Commitment") issued by Chicago Title Insurance Company the ("Title Company") dated
______________________, 2012 and, identified as commitment number ___________________. If Purchaser
desires an Owner’s Policy of Title Insurance (“Owner's Policy”), the Title Company shall issue such Owner’s
Policy at Purchaser’s expense, in the full amount of the Purchase Price, dated as of Closing, insuring
Purchaser’s fee simple title to the Property subject to Permitted Exceptions (as hereinafter defined). Purchaser
has reviewed the Commitment, to the extent deemed necessary, has obtained copies of all Documents of Record
(as hereinafter defined) and by execution of this Agreement hereby waives any and all objections to any defects,
encumbrances, liens, encroachments, easements, or other matters disclosed by the Commitment, with the
exception of any mortgage liens and security interests of any Mortgage Holder ("Financing Liens"), if any, for
which appropriate releases, payoffs, and/or termination statements will be delivered at Closing. All such
matters disclosed by the Commitment other than the Financing Liens are referred to as the "Permitted
Exceptions”. If the Title Company is not able to issue or commit to issue the Owner's Policy at the Closing
because of a defect in, or encumbrance on, title to the Property other than Permitted Exceptions, and Purchaser
objects to such title defect or encumbrance, Seller shall be entitled to delay the Closing for up to 30 days for
purposes of attempting to clear such encumbrance from title or procuring title insurance over such defect or
encumbrance. In the event Seller does not clear such item or procure title insurance over same within the time
provided, this Agreement will thereupon terminate and all Earnest Money shall be returned to Purchaser, unless
Purchaser waives any such defect and elects to proceed to Closing without adjustment or setoff.
Notwithstanding anything in this Agreement to the contrary; (a) Purchaser need not obtain a title insurance
policy from the Title Company; and (b) if Purchaser desires to purchase a title insurance policy from any other
company, Purchaser may do so at Purchaser's discretion and at Purchaser's sole cost and expense; and (c)
Purchaser agrees that in the event Purchaser decides not to obtain a title insurance policy nor pay the cost
thereof to the Title Company, Purchaser shall notify Seller of that fact at least fifteen (15) days prior to the
Closing Date (and in the absence of such notice, it shall be conclusively presumed that Purchaser desires an
Owner’s Policy issued by the Title Company at Purchaser’s expense); and after Seller’s receipt of such notice,
(i) Seller need not furnish an Owner's Policy to Purchaser; (ii) Seller shall not be obligated to cause any title
company chosen by Purchaser to omit an exception to title if the Title Company is willing to insure Purchaser's
title without such exception; (iii) the foregoing procedure shall not delay Closing; and (iv) any costs incurred by
Seller caused by Purchaser’s election shall be paid by Purchaser.
6. SURVEY: Purchaser shall have the right to obtain a survey of the Property at Purchaser’s sole cost, and upon
reasonable advance notice to Seller, Seller shall cooperate in providing access to the Property to Purchaser’s
surveyor as shall be reasonably necessary to complete such survey. Purchaser shall indemnify, defend and hold
harmless Seller, its members, employees, agents, successors and assigns, from and against any and all claims,
suits causes of action, losses, costs and liabilities arising from or related to entry on the Property by Purchaser
or any agent of Purchaser in connection with the preparation of any such survey. In no event shall Purchaser’s
obtaining a survey delay or prevent Closing, and any matter shown in Purchaser’s survey shall be deemed an
additional Permitted Exception(s).
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7. CLOSING: The Closing of the sale shall take place pursuant to the standard form of deed and money escrow
generally utilized by the Title Company, at the offices of the Title Company located at 2400 N. Ashland Ave.,
Chicago, Illinois, or as otherwise mutually agreed by the parties, on or before the thirtieth (30
th
) day following
execution of this Agreement (or the first business day following such thirtieth day, should such thirtieth day
fall on a day which is not a normal business day) ("Closing Date"), unless Seller and Purchaser mutually agree
to change such date in writing.
8. CLOSING DOCUMENTS:
A. At the Closing, Seller shall deliver to Purchaser, at Seller’s sole cost and expense, the following:
(1) Duly executed and acknowledged Quitclaim Deed conveying title in fee simple to the Real
Estate subject to the Permitted Exceptions;
(2) A mark-up of the Commitment, subject to the Permitted Exceptions and such other matters as
may have been approved by Purchaser pursuant to Paragraph 5 hereof which shall be issued by
the Title Company as the Owner's Policy after Closing;
(3) Internal Revenue Code Affidavit pursuant to Section 1445 stating that Seller is not a foreign
entity within the meaning of the Internal Revenue Code (unless Section 1445 is not applicable
to the subject transaction);
(4) State, county and local real estate transfer declarations, to the extent applicable, which
Purchaser shall execute at the Closing;
(5) A quit-claim assignment of the Leases, if any, and executed notices of sale to any tenants;
(6) Signed escrow instructions and Closing statement setting forth the Total Purchase Price and all
debits and credits to Purchaser and Seller in connection with this sale;
(7) Copies of all Leases and Service Agreements, if any, to the extent within Seller’s possession or
reasonable control; and
(8) Such documents as may be necessary to clear any exceptions to title that are not Permitted
Exceptions.
B. At the Closing, Purchaser shall deliver to Seller, at Purchaser's sole cost and expense, the following:
(1) The Total Purchase Price plus or minus prorations and adjustments, if any; and
(2) A signed counterpart of the Closing statement;
and Purchaser shall execute such other and further documents necessary to close this transaction as
required by the Title Company.
9. POSSESSION: Possession of the Property shall be delivered to Purchaser at Closing.
10. SALES EXPENSES TO BE PAID IN CASH AT OR PRIOR TO CLOSING:
A. SELLER’S EXPENSES: All costs of releasing and recording any release of mortgage required by
the terms of this Agreement; one-half (½) of any escrow fee (unless Purchaser purchases the Property
with proceeds of a purchase money mortgage loan); state, county and municipal transfer taxes as
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required by applicable statute or ordinance.
B. PURCHASER’S EXPENSES: All recording costs associated with the transaction at the Title
Company’s standard flat rate for recording of documents; municipal transfer taxes as required by
ordinance; the full amount of any money lender’s escrow; expense of ALTA Owner’s Policy and
Mortgage Title Policy (if applicable); one-half (½) of any escrow fee (unless Purchaser purchases the
Property with proceeds of a purchase money mortgage loan, in which case Purchaser shall pay the
entire escrow fee); the cost of extended coverage and any endorsements or additional insurance
required by the Purchaser or the Purchaser’s Lender; Purchaser's real estate brokerage fee if not
provided for in this Agreement; Seller’s attorney fee at a flat rate of $750.00; and Purchaser's attorney's
fee and expenses stipulated to be paid by Purchaser under other provisions of this Agreement.
11. PRORATIONS AND ADJUSTMENTS: The following shall be prorated and adjusted between Seller and
Purchaser as of the time of Closing, except as otherwise expressly provided herein:
A. Real estate tax proration shall be based upon 100% of the most recent ascertainable tax bill.
B. Rent payments under any Leases received by Seller by the Closing.
C. Such other items that are customarily prorated in transactions of this nature shall be ratably prorated as
of the time of Closing.
Except as expressly provided herein, all prorations shall be final.
12. DEFAULT:
A. Subject to Section 13, and unless otherwise provided for herein, if Purchaser fails to comply with the
terms and conditions hereof, Seller may terminate this Agreement, in which event the Earnest Money,
plus accrued interest, if any, shall be due and payable to Seller as its sole liquidated damages.
Purchaser shall be liable for payment of both the Initial Earnest Money and Additional Earnest
Money if not previously paid. The parties agree that actual damages in the event of default are
difficult to ascertain and further agree that the amount set forth as liquidated damages is a reasonable
estimate of the damages to Seller in the event of Purchaser’s default. Such sum is intended to be
liquidated damages, and not a penalty.
B. Subject to Section 13, if Seller defaults, Purchaser may elect to obtain a return of the Earnest Money
and accrued interest, if any, as liquidated damages. Purchaser acknowledges and agrees that under no
circumstances shall Seller be liable for Purchaser’s damages, consequential, actual, punitive,
speculative, or otherwise. This provision shall constitute Purchaser’s sole rights at law and equity.
13. RIGHT TO CURE: Purchaser and Seller hereby agree that in the event either party notifies Escrow Agent in
writing that the other party has breached this Agreement by reason of failure to timely deposit the Earnest
Money or to timely close the transaction or for any other reason as set forth in this Agreement and that the non-
defaulting party has thereby elected to declare a default, ("Default Notice") the Escrow Agent shall notify the
defaulting party in writing as to the same. Defaulting party shall have five (5) business days from the date
Escrow Agent notifies defaulting party of the Default Notice to dispute the notice in writing to the Escrow
Agent and the non-defaulting party. In the event defaulting party fails to dispute such Default Notice in writing,
within said five-day period, then, Escrow Agent is hereby authorized by both parties to remit the Earnest Money
and accrued interest, if any, to the non-defaulting party, reduced by the Escrow Agent’s actual expenses
described above. Purchaser and Seller hereby agree to indemnify, save harmless and agree to defend Escrow
Agent from and against any claims, demand, costs or damages (including reasonable attorney’s fees) incurred
by Escrow Agent and arising from or out of or with respect to Escrow Agent’s duties as Escrow Agent or from
complying with a written direction or demand from either party to disburse monies held in escrow.
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14. CONDEMNATION: If, prior to the Closing Date, condemnation proceedings are commenced against any
material portion of the Property, Purchaser may, at its option, terminate this Agreement by written notice to
Seller within ten (10) business days after Purchaser is advised of the commencement of such condemnation
proceedings and the Earnest Money shall be refunded to Purchaser, or Purchaser shall have the right to proceed
to consummate the purchase of the Property, in which event Purchaser may appear and defend any such
condemnation proceedings, and any award in condemnation shall become the Property of Purchaser and the
Purchase Price shall not be reduced.
15. RISK OF LOSS: The provisions of the Uniform Vendor and Purchaser Risk Act of the State of Illinois shall
be applicable to this Agreement.
16. BROKER’S COMMISSION: Seller shall cause to be paid a broker’s commission to ____________________
("Auctioneer/Broker") (and , a registered cooperating broker) upon and
in accordance with the terms and conditions set forth in the Listing Agreement and Purchaser hereby warrants
that the cooperating broker, if any, complied with the terms and conditions of the Terms of Sale. Seller and
Purchaser agree that all Brokers’ commissions shall be paid simultaneously with, and as a condition precedent
to, any disbursements made at Closing. This paragraph and disbursement instructions may not be amended or
revoked without the prior written consent of Broker. Purchaser represents and warrants that no broker, sales
agent or finder other than the registered cooperating broker referenced in this paragraph was instrumental in
identifying, showing or selling the Property to Purchaser. Each party hereto agrees to indemnify the other party
and all those parties claiming through them from and against any claims by any other broker other than
_____________________with whom the indemnifying party may have dealt.
17. AGENCY DISCLOSURE. The listing auctioneer/broker, ________________________________ and its
sales agents ("Listing Company") represent Seller. The Listing Company owes duties of trust, loyalty and
confidence to Seller only. While the Listing Company has a duty to treat Purchaser honestly, the Listing
Company is Seller’s agent and is acting on behalf of Seller and not Purchaser. Any cooperating broker will be
recognized as a Purchaser’s agent. BY SIGNING BELOW, PURCHASER ACKNOWLEDGES PRIOR
TIMELY NOTICE BY LISTING OR SELLING COMPANY THAT LISTING COMPANY IS SELLER’S
AGENT.
18. CONSULT YOUR ATTORNEY: THIS IS INTENDED TO BE A LEGALLY BINDING AGREEMENT.
READ IT CAREFULLY. NO REPRESENTATION OR RECOMMENDATION IS MADE BY SELLER,
BROKER, THEIR AGENTS OR EMPLOYEES AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR
TAX CONSEQUENCES OF THIS DOCUMENT OR THE TRANSACTION RELATING THERETO.
THESE ARE QUESTIONS FOR YOUR ATTORNEY. CONSULT YOUR ATTORNEY BEFORE SIGNING.
NEITHER THE SELLER NOR THE BROKER CAN GIVE YOU ANY LEGAL ADVICE.
19. NO REPRESENTATION; PURCHASER'S DUTY TO REVIEW; AS-IS: SELLER IS CONVEYING
THE PROPERTY TO THE PURCHASER ON AN AS-IS BASIS, WITH NO WARRANTIES OF ANY
KIND, EXPRESS OR IMPLIED. PURCHASER ACKNOWLEDGES THAT IT HAS HAD THE
OPPORTUNITY TO INSPECT AND REVIEW THE PROPERTY, AND ACKNOWELDGES THAT IT
SHALL ACCEPT THE PROPERTY FROM SELLER ON AN AS-IS BASIS. PURCHASER
ACKNOWLEDGES THAT SELLER HAS ACQUIRED THE PROPERTY THROUGH FORECLOSURE,
DEED-IN-LIEU OR SIMILAR LEGAL PROCESS AND THEREFORE HAS NO DIRECT KNOWLEDGE
REGARDING THE CONDITION OF THE PROPERTY AND CONSEQUENTLY SELLER MAKES NO
REPRESENTATIONS WHATSOEVER REGARDING THE PROPERTY AND PURCHASER IS NOT
RELYING ON ANY SUCH REPRESENTATIONS. Specifically, but without limiting the generality of the
foregoing, Purchaser acknowledges that Purchaser has not relied upon any architect's plans, sales plans, site
plan, plats, selling brochures, advertisements, representations, warranties, statements or estimates of any nature
whatsoever, whether written or oral, made by Seller, the Broker or others, including, but not limited to, any
relating to the description or physical condition of the Property, or the dimensions of the Property or any other
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physical characteristics thereof, estimated real estate taxes for the Property, the right to any income tax
deduction for any real estate taxes or mortgage interest paid by Purchaser, compliance or non-compliance with
zoning, building code, sanitation code, environmental regulation or any other statute, ordinance or
governmental rule affecting the Property, or any other data, except as may be specifically represented herein.
Purchaser acknowledges that Purchaser has relied on Purchaser's own examination and investigation thereof.
No person has been authorized to make any representation on behalf of Seller; and Purchaser further represents
that neither Seller nor any representative of the Seller has made any representations to Purchaser concerning the
condition of the real estate or the improvements thereon; and Purchaser represents that Purchaser is relying
entirely on their personal inspection as to the condition of the real estate and any improvements thereon. No
oral representation or statements shall be considered a part of this Agreement. Purchaser agrees; (a) to purchase
the Property without offset or any claim against, or liability to, Seller or its agents; and (b) that Purchaser shall
not be relieved of any of Purchaser's obligations hereunder by reason of any minor inaccuracy or error. The
provisions of this paragraph shall survive the Closing.
20. CONDITION OF PROPERTY AND PERSONAL PROPERTY: In addition to the matters set forth in the
preceding paragraph, Purchaser acknowledges it is not relying on any representations, statements or guarantees,
including but not limited to, representations regarding the size of the lot, the presence or absence of toxic or
hazardous substances, zoning, building or sanitation code violations or other violations of applicable statutes,
ordinances or rules, or the existence of any encroachments or unrecorded easements, prior or subsequent to
Closing. Purchaser acknowledges that no personal property is included as part of the transaction.
21. TOXIC/HAZARDOUS SUBSTANCES: Purchaser assumes all risk of loss, damage or injury which may
arise as a result of, or may be in any way connected with, the presence of radon gas, lead paint, asbestos or any
other toxic or hazardous substance in or about the Property. Purchaser fully and forever releases any and all
liabilities, expenses and damages, whether now or hereafter known, which Purchaser have or may hereafter
have against Seller, its officers, employees, agents and contractors. Purchaser releases and indemnifies Seller,
its officers, employees, agents and contractors, from and against any loss, damage, cost or expense (including
Attorney’s Fees), relating to any claim concerning the presence of radon gas, asbestos or other toxic or
hazardous substances in or about the Property, or come in contact with the Property, which claim is made by
Purchaser, or any person Purchaser allows to reside in or about the Property or come in contact with the
Property. This provision shall survive delivery of the deed and the Closing.
22. NOTICES: All notices, elections, consents, demands and communications (collectively called “Notices” or
individually called Notice”) shall be in writing and delivered personally or by registered or certified mail
return receipt requested, postage prepaid, express mail or by commercial carrier and, if sent to Purchaser,
addressed to Purchaser at Purchaser’s address and, if sent to the Seller, addressed to the Seller at Seller’s
address each stated on the signature page of this Agreement with a copy to the Broker whose address is stated
on signature page of the Agreement. Copies of Notices shall be sent to the attorneys for the respective parties,
if identified on the signature page. Either party may, by written notice to the other, change the address to which
notices are to be sent. Unless otherwise provided herein, all notices shall be deemed given when personal
delivery is effected or when deposited in any branch, station or depository maintained by the U.S. Postal
Service or the express mail service within the United States of America, except that a Notice of a change of
address shall be deemed given when actually received. Seller’s or Purchaser's affidavit of the date and time of
deposit in a mailbox or with the express mail service or the postmark, whichever is earlier shall constitute
evidence of the effective date when the notice has been given. Notice may also be given by email or facsimile
to the email addresses or fax numbers of the parties set forth herein (if any), provided that the sending party
shall retain a machine-generated proof of transmission of same and shall make such proof of transmission
available to any intended recipient upon demand. Notices given by email or facsimile shall be deemed received
at the time transmitted, except that notices so transmitted outside normal business hours (9:00 am to 5:30 pm,
Monday through Friday, excluding Federal holidays) shall be deemed received at 9:00 am the next following
business day.
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23. NO RECORDING: Neither this Agreement nor any type of memorandum thereof shall be recorded with the
office of the Recorder of Deeds or with any other governmental agency, and any purported recordation nor
filing hereof by Purchaser shall constitute a default on the part of Purchaser.
24. ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the parties as to the
subject matter hereof and supersedes all prior understandings and agreements. There are no representations,
agreements arrangements or understandings oral or written between the parties, including the Broker, relating to
the subject matter contained in this Agreement that is not fully expressed or referred to herein.
25. SUCCESSORS AND ASSIGNS: The provisions of this Agreement shall bind and inure to the benefit of
Purchaser and Purchaser’s heirs, legal representatives, successors and permitted assigns and shall bind and inure
to the benefit of the Seller, Seller's heirs, legal representatives and its successors and assigns. Purchaser may
not assign this Agreement without prior written consent of Seller.
26. REAL ESTATE SETTLEMENT PROCEDURES ACT: Purchaser and Seller hereby agree to make all
disclosures and do all things necessary to comply with the applicable provisions of the Real Estate Settlement
Procedures Act of 1974. In the event that either party shall fail to make appropriate disclosure when asked,
such failure shall be considered a breach on the part of said party.
27. JOINT PURCHASERS: The term “Purchaser” shall be read as “Purchasers” if more than one person is the
Purchaser of the Property, in which case their obligations shall be joint and several.
28. FURTHER ASSURANCES: Either party shall execute, acknowledge and deliver to the other party such
instruments and take such other actions, in addition to the instruments and actions specifically provided for
herein at any time and from time to time after execution of this Agreement whether before or after the Closing,
as such other party may reasonably request in order to effectuate the provisions of this Agreement or the
transaction contemplated herein or to confirm or perfect any right to be created or transferred hereunder or
pursuant to this transaction, provided that neither party shall be required to incur any material expense in
connection therewith.
29. SEVERABILITY: If any clause or provision of this Agreement is held to be invalid or unenforceable by any
court of competent jurisdiction as against any person or under any circumstances, the remainder of this
Agreement and the applicability of any such clause or provision to other persons or circumstances shall not be
affected thereby. All other clauses or provisions of this Agreement, not found invalid or unenforceable shall be
and remain valid and enforceable.
30. TIME: Time is of the essence of this Agreement.
31. STRICT COMPLIANCE / WAIVER: Any failure by either party to insist upon strict performance by the
other party of any of the provisions of this Agreement shall not be deemed a waiver of any of the provisions
hereof, irrespective of the number of violations or breaches that may occur, and each party, notwithstanding any
such failure, shall have the right thereafter to insist upon strict performance by the other of any and all of the
provisions of this Agreement.
32. GOVERNING LAW: The provisions of this Agreement and all questions with respect to the construction and
enforcement thereof and the rights and liabilities of the parties hereto shall be governed by, and construed and
enforced in accordance with, the laws of the State of Illinois.
33. WAIVER OF JURY TRIAL: EXCEPT AS PROHIBITED BY LAW, THE PARTIES SHALL, AND
THEY HEREBY DO, EXPRESSLY WAIVE TRIAL BY JURY IN ANY LITIGATION ARISING OUT
OF, CONNECTED WITH, OR RELATING TO THIS AGREEMENT OR THE RELATIONSHIP
CREATED HEREBY. WITH RESPECT TO ANY MATTER FOR WHICH A JURY TRIAL CANNOT
BE WAIVED, THE PARTIES AGREE NOT TO ASSERT ANY SUCH CLAIM AS A
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COUNTERCLAIM IN, NOR MOVE TO CONSOLIDATE SUCH CLAIM WITH, ANY ACTION OR
PROCEEDING IN WHICH A JURY TRIAL IS WAIVED.
34. ATTORNEYS FEES: A party to this Agreement who is the prevailing party in any legal proceeding against
any other party brought under or with respect to this Agreement or the transaction contemplated hereby shall be
additionally entitled to recover court costs and reasonable attorney’s fees from the non-prevailing party.
35. GENDER: A reference in this Agreement to any one gender, masculine, feminine or neuter, includes the other
two, and the singular includes the plural, and vice versa, unless the context requires otherwise.
36. CERTAIN REFERENCES: The term “herein”, “hereof” or “hereunder or similar terms used in this
Agreement refer to this entire Agreement and not to the particular provision in which the term is used. Unless
otherwise stated, all references herein to paragraphs, subparagraphs or other provisions are references to
paragraphs, subparagraphs or other provisions of this Agreement.
37. CAPTIONS: The captions in this Agreement are for convenience and reference only and in no way define,
limit or describe the scope of this Agreement or the intent of any provision hereof.
38. NO ORAL CHANGES: This Agreement cannot be changed or any provision waived orally. ANY
CHANGES OR ADDITIONAL PROVISIONS OR WAIVERS MUST BE SET FORTH IN A RIDER
ATTACHED HERETO OR IN A SEPARATE WRITTEN AGREEMENT SIGNED BY THE PARTIES.
39. EXHIBITS: All Exhibits described herein and attached hereto are incorporated herein by this reference for all
purposes.
40. DATE OF PERFORMANCE: If any date for performance hereunder falls on a Saturday, Sunday or other day
which is a holiday under Federal law or under the State law where the Property is located, the date for such
performance shall be the next succeeding business day.
41. COUNTERPARTS: This Agreement may be executed in multiple counterparts all of which when taken
together shall constitute one Agreement.
42. COUNTERPART FACSIMILE EXECUTION: For purposes of executing this Agreement, a document
signed and transmitted by facsimile machine or signed and scanned to .pdf computer file format and transmitted
by email shall be treated as an original document. The signature of any party thereon shall be considered as an
original signature, and the document transmitted shall be considered to have the same binding legal effect as an
original signature on an original document. At the request of either party, any facsimile or emailed .pdf file
document shall be re-executed by both parties in original form. No party hereto may raise the use of a facsimile
machine or email or the fact that any signature was transmitted through the use of a facsimile machine or email
as a defense to the enforcement of this Agreement or any amendment executed in compliance with this
paragraph. This paragraph does not supersede the requirements of Section 22 of this Agreement.
43. IRREVOCABLE OFFER: This document constitutes an irrevocable offer to purchase by Purchaser for two
(2) days of execution by Purchaser in accordance with this Agreement. In the event the offer to purchase is not
accepted within two (2) days, this offer may be withdrawn without penalty and Purchaser shall receive the
return of its earnest money deposit in its entirety.
Such offer to purchase shall not be deemed accepted by Seller until executed by Seller or Seller’s duly
authorized agent.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have executed this
Real Estate Purchase and Sale Agreement on the dates listed below, to be effective as of the date signed by the
Seller.
PURCHASER:
(Sign Name) (Sign Name)
(Print Name) (Print Name)
PURCHASER’S ADDRESS: PURCHASER’S PHONE:
Phone:
Fax:
Email: _______________
SOCIAL SECURITY OR TAXPAYER I.D. DATE PURCHASER SIGNS THIS
NUMBER OF PURCHASER: AGREEMENT: ______________
PURCHASER’S
ATTORNEY:
_______________
_______________
_______________
_______________
Phone:
Fax:
Email:
COOPERATING
BROKER:
_______________
_______________
_______________
_______________
Phone:
Fax:
Email:
SELLER: FCBT HOLDINGS, LLC, Series ________________, an Illinois limited liability company series
By: _______________________________________
(Sign Name)
_
(Print Name)
Its:
SELLER’S ADDRESS: SELLER’S PHONE:
Phone:
Fax:
Email: _______________
DATE SELLER SIGNS THIS AGREEMENT:
(Effective Date of Agreement)
SELLER’S
ATTORNEY:
LISTING/AUCTIONING
BROKER:
_______________
_______________
_______________
_______________
Phone:
Fax:
Email:
Page 10 of 10
EXHIBIT A
LEGAL DESCRIPTION
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