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Contract For Three Party Exchange Of Real Estate Property
1. Exchange Upon Transferor's Election. Transferor my elect, by giving Transferee written notice of such election at least [number] days before the closing date, to require Transferee to purchase one or more parcels of real property designated by Transferor (Exchange Property) and to convey the Exchange Property to Transferor in exchange for the premises, in accordance with the provisions hereinafter set out.
2. Conditions of the Exchange. If Transferor makes such election, Transferee shall purchase the Exchange Property and complete the exchange provided for herein, subject to the following conditions.
(a) Contract of Sale. Transferor shall cause to be prepared a contract(s) of sale and all other documents that may be required by Transferee to purchase the Exchange Property. Transferee shall have an opportunity to review and approve such contract(s) of sale and other documents. Transferee shall not unreasonably withhold or delay approval thereof. Transferee shall approve such contract(s) of sale, and other documents, if
(i) such contract(s) provides that the sole remedy of Transferor of the Exchange Property in the event of default shall be to retain the down payment as liquidated damages;
(ii) all obligations under such other documents can be enforced only against the Exchange Property; and
(iii) the purchase price for the Exchange Property does not exceed ........ dollars ($........).
(b) Down Payment. At the request of Transferee, Transferor, on behalf of Transferee, shall advance any down payment required under any contract of sale for the Exchange Property.
(c) Indemnification. At the closing of title to the premises, Transferor shall execute and deliver to Transferee an agreement, reasonably satisfactory to Transferee, to reimburse and indemnify and hold harmless Transferee for and against any liabilities and reasonable expenses arising under the contract(s) of sale for the Exchange Property, or otherwise arising from any such attempted purchase, or Transferee's ownership of the Exchange Property, other than Transferee's obligation to purchase the Exchange Property.
d. Simultaneous Closing. The closing of title to the Exchange Property shall be simultaneous with the closing of title to the premises.
(e) Actions to Enforce Contract. Transferee shall not be required to bring any action to compel Transferor of the Exchange Property to perform its obligations under the contract(s) of sale for the Exchange Property unless Transferor
(i) requests such action and
(ii) agrees to pay all costs and expenses arising out of any such action.
(f) Title to Be Exchanged. Transferee must convey to Transferor only such title and interest in the Exchange Property as Transferee has acquired, without any warranty or representation by Transferee as to the title or condition of the Exchange Property.
(g) Right to Specific Performance. Transferor's obligation to accept conveyance of the Exchange Property from Transferee, in accordance with this Agreement, is specifically enforceable by Transferee.
(h) Down Payment Adjustments. At the closing of title, Transferor shall refund to Transferee the amount paid by Transferee as a deposit under this Agreement less
(i) any amounts advanced by Transferor under Paragraph 2(b) of this Agreement and
(ii) any payments for transfer taxes, recording fees, or other charges made by Transferee in the purchase of the Exchange Property.
Difference in Purchase Prices. If the total appraised value of the Exchange Property does not equal the purchase price of the premises, Transferee shall pay Transferor the difference at the closing of title, in cash or certified bank check.
2A. Failure to Acquire the Exchange Property. If, for any reason (other than Transferee's default) including Transferor's failure to comply with the terms of this Agreement, Transferee does not acquire title to the Exchange Property on the closing date,
(a) Transferor will convey the premises to Transferee in accordance with the terms of this Agreement;
(b) Transferee will be entitled to a credit against the purchase price for all reasonable expenses incurred in connection with the attempted purchase of the Exchange Property; and
(c) Transferee will assign all of Transferee's rights under the contract(s) of sale for the Exchange Property (including any down payment made) to Transferor.
3. Transferor's Inability to Convey Title. If, for any reason whatsoever, Transferor is not able to convey title to the premises, subject only to the matters set forth in this Agreement, then (unless Transferee elects to accept such title as Transferor is able to convey)
(a) Transferee shall be completely excused from performance of Transferee's obligations under any contract of sale for the Exchange Property, if any, and shall have no obligation to acquire the Exchange Property;
(b) Transferor shall immediately reimburse Transferee for all reasonable expenses incurred in connection with the attempted purchase of the Exchange Property; and
(c) Transferee shall assign all of Transferee's rights under any contract of sale for the Exchange Property (including any down payment made) to Transferor.