COMMERCIAL REAL ESTATE SALES AGREEMENT

            THIS AGREEMENT, made the _______ day of ______________, 200__, by and between _______________________________________, husband and wife, of _______________________________________, hereinafter called “SELLERS,” and ___________________________________________, of _______________________________, hereinafter called “BUYERS”;

W I T N E S S E T H:

            THE PARTIES hereto, intending to be legally bound, hereby agree as follows:

1.  The Sellers agree to sell to Buyers and Buyers agree to purchase from Sellers land and buildings in ___________ Township, ___________ County, Pennsylvania, described in a Deed into Sellers recorded in Warren County Record Book ____, Page ____, the parcel being conveyed to contain ____ (___) acres, more or less.

            2.  The purchase price shall be _________________________and no/100 Dollars ($____________.00).  Sellers, through their real estate broker, __________________________ in the City of _______________, acknowledge receipt of $__________.00 hand money (the “Deposit”) prior to the signing of this Agreement to be held by ____________________ until closing, and shall be a credit thereafter on the closing toward the total purchase price.  This Agreement is contingent, however, on the Buyers selling ______________________ in ___________________ prior to closing.  Closing shall take place on or before ____________________.  If the Buyers are not able to sell __________________ in ____________________ by ____________________, then this Sales Agreement shall be null and void and all deposit monies paid by the Buyers shall be promptly refunded to the Buyers.  Buyers may request, however, an extension to close up to ninety (90) days from __________________________.  If said request is received in writing by Sellers or their broker on or before _______________________, said extension may be signed if the parties mutually agree to said extension before ____________________.  If Sellers receive notice that closing is to take place on or before ___________________, they shall have a minimum of fifteen (15) days after the closing date to remove their personal property.

         3.  Allocations.  The Sellers and the Buyers hereby agree that the Purchase Price shall be allocated as provided herein, and that the following allocations are fair and reasonable and the product of the negotiation between the Sellers and the Buyers of the terms and conditions of this sale:

                     Personal Property, Equipment &Fixtures                 $_______.00

                     Land                                                   $_______.00

                     Buildings                                           $_______.00

                     Total                                                    $_______.00

            4.  Sellers and Buyers shall each pay one-half of the Pennsylvania and Local Realty Transfer Taxes due, each projected to be in the amount of $________.00.

            5.  The 200__-200__ real estate taxes shall be prorated as of the date of closing, with the Township and County taxes being prorated on a calendar-year basis, and School tax being prorated on a fiscal-year basis.  Possession shall be transferred at closing.

            6.   Risk of loss from fire or other casualty shall remain with the Seller until closing.

            7.  The Sellers shall not commit waste and shall maintain the property and lands in-like condition until closing.  Buyers shall have the right prior to closing to inspect the property upon giving forty-eight (48) hours written notice to the Sellers’ attorney.

            8.  The first-floor cook range in the east wing, the second-floor refrigerator, range, oven, microwave, and dishwasher in the east wing, the first-floor cook range in the west wing, and the first-floor washer and dryer in the west wing are to be conveyed with the real estate.  All appliances shall be in good working order at the time of closing.

9.  The Buyers are hereby notified that the premises described in this Agreement are not serviced by a community sewage treatment facility, but require an on-site septic system.  Buyers should contact the local agency charged with enforcement of the Pennsylvania Sewage Facilities Act to learn the requirements prior to signing this Agreement.

10.  As of the closing date, to best of the Sellers’ knowledge, the Sellers represent and warrant the following to the Buyers:

(a)            The Sellers are not nor is the property in violation of any law, environmental statute, ordinance, regulation, requirement or directive of any type;

(b)            The property is not subject to any zoning regulation; and

(c)            The property is not the subject of any lawsuit. 

11.  Sellers certify that, to the best of their knowledge, information, and belief, there have been no hazardous substances dumped on the premises by any person, firm, or entity and that the Deed conveying the premises will contain a “hazardous waste clause.”

            12.  The parties agree to comply with the Federal Lead Disclosure Act and the Pennsylvania Real Estate Sales Disclosure Act Laws and to execute the necessary disclosure statements.

                    13.  Sellers shall bear all responsibility for any broker’s commissions payable to Stephens Real Estate or to any other broker arising out of this transaction.

                  14.  Title to the subject premises shall be transferred by General Warranty Deed, and title to the premises shall be good and marketable in the opinion of an attorney for the Buyers, based on a sixty-year title examination to a good and sufficient General Warranty Deed.  Any exception and reservation for oil, gas, and minerals in, on, and under the premises existing in favor of another party in the chain of title will not be considered a defect in title or anything which would take away an otherwise good and marketable title to the real estate.

            15.  At closing, the Sellers shall deliver to the Buyers a right-of-way, which shall be recorded, that will allow the Buyers and their invitees and their successors and assigns, to use the paths and trails for walking only (no ATV’s, horses, etc.), not inconsistent with the Long-Term Timber Contract, on the following two adjacent parcels of land of the Sellers:

[INSERT DEED DESCRIPTION HERE]

            16.  Sellers shall, before selling either of the two (2) adjacent properties of land listed below, first offer property to the Buyers, at a price to be named by the Sellers; and if the Buyers do not accept such offer within twenty (20) days, then the Sellers may sell either of the two (2) adjacent properties to any other person or persons but only at the same price and terms.  The two (2) adjacent parcels of land that the Sellers are giving the Buyers a first right of refusal to are:

[INSET ADDITIONAL PARCEL DEED DESCRIPTIONS HERE IF APPLICABLE]

            17.  The Buyers may have the property surveyed within one (1) year from the date of the closing.  The Buyers shall escrow $2,500 from the Sellers’ sales proceeds, which shall be applied to the actual cost and expense of the survey.  If no survey is performed within one (1) year from the date of closing or if the actual cost of the survey is less than $2,500, then the Buyers shall promptly refund the balance of the monies held in the escrow account to the Sellers.

            18.  Within 25 days of the execution of this Agreement, Buyers, at Buyers’ expense, may choose to have inspections and/or certifications completed by licensed or otherwise qualified professionals.  Should Buyers elect to have a home inspection of the Property, as defined in the Pennsylvania Home Inspection Law, such home inspection shall be performed by a full member in good standing of a national home inspection association, or by a person supervised by a full member of a national home inspection association, in accordance with the ethical standards and code of conduct or practice of that association.  If Buyers are not satisfied with the condition of the Property as stated in any written report, Buyers will:

            a)  Accept the Property with the information stated in the report(s); or

            b)  Terminate this Agreement in writing within fifteen (15) days of the inspection by notice to Sellers, in which case all deposit monies paid on account of purchase price will be returned promptly to Buyers and this Agreement will be VOID; or

            c)  Enter into a mutually acceptable written agreement with Sellers providing for any repairs or improvements to the Property and/or any credit to Buyers at settlement.  Should efforts to reach a mutually acceptable agreement fail, Buyers must choose to accept the Property or terminate this Agreement within the time as stated herein.

            19.  If Sellers shall be in default hereunder due to the failure of title or a fire/catastrophe that partially or totally destroys the property, the Buyers, as their sole and exclusive remedies, may either:

            (a)            Terminate this Agreement by written notice delivered to the Sellers at or prior to the closing, in which event the Deposit and all interest earned thereon shall belong to the Buyers, Seller shall have no further obligation or liability to the Buyers and the Buyers shall have no further rights hereunder.

            IN WITNESS WHEREOF, the parties have caused this instrument to be duly executed the day and year first above written.

                                                            __________________________________________

                                                            Seller

                                                            __________________________________________

                                                            Seller

                                                            __________________________________________

                                                            Buyer

                                                            __________________________________________

                                                            Buyer

_________________________________________________________________________________