Wb 16 Form PDF Details

When engaging in the process of buying a business that includes real estate interests in Wisconsin, the WB-16 Offer to Purchase – Business With Real Estate Interest form plays a pivotal role. This detailed document, approved by the Wisconsin Real Estate Examining Board and mandatory for use in such transactions, guides both buyers and sellers through the intricacies of the sale. It covers everything from the purchase price and earnest money details to the specifics of what assets are included or excluded in the sale. Additionally, it addresses the transfer of business personal property and the allocation of purchase price among business assets, providing a structured framework for both parties to navigate through the sale. Important to note are the contingencies and legal obligations it lays out, ensuring all parties are aware of aspects like environmental evaluations, property conditions, and closing terms. Moreover, the form outlines how disputes regarding earnest money disbursement will be handled, alongside various other legal and procedural considerations, making it an essential document for executing a business purchase with real estate components in Wisconsin.

QuestionAnswer
Form NameWb 16 Form
Form Length14 pages
Fillable?No
Fillable fields0
Avg. time to fill out3 min 30 sec
Other nameswb 16 wisconsin offer to purchase business, wb 16 form, business offer purchase, wisconsin wb business search

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Approved by the Wisconsin Real Estate Examining Board

Page 1 of 14, WB-16

11-1-14 (Optional Use Date) 1-1-15 (Mandatory Use Date)

 

WB-16 OFFER TO PURCHASE – BUSINESS WITH REAL ESTATE INTEREST

1 LICENSEE DRAFTING THIS OFFER ON ____________________________________________ [DATE] IS (AGENT OF BUYER)

2(AGENT OF SELLER/LISTING BROKER) (AGENT OF BUYER AND SELLER) STRIKE THOSE NOT APPLICABLE

3GENERAL PROVISIONS The Buyer (if entity, include type and state of organization), ___________________________________

4 _____________________________________________________________________________________________________

5 _________________________________________________________, offers to purchase the Assets of the Business known as:

6 Business Name (include both legal name and any trade names) ______________________________________________________

7 __________________________________________________________________________________________________________

8 Type of Business Entity (e.g., corporation, LLC, partnership, sole proprietorship, etc.): _____________________________________

9 Business Description: ________________________________________________________________________________________

10__________________________________________________________________________________________________________

11__________________________________________________________________________________________________________

12_______________________________________________________________ (Lines 6-12 hereinafter referred to as the “Business”)

13Insert additional description, if any, at lines 699-713 or attach as an addendum per line 698. The terms of Buyer’s offer are as follows:

14PURCHASE PRICE: ______________________________________________________________________________________

15______________________________________________________ Dollars ($ __________________________________________).

16EARNEST MONEY of $ _______________________ accompanies this Offer and earnest money of $______________________

17will be mailed, or commercially or personally delivered within ___________________ days of acceptance to listing broker or

18_________________________________________________________________________________________________________.

19THE BALANCE OF PURCHASE PRICE will be paid in cash or equivalent at closing unless otherwise provided below.

20INCLUDED IN PURCHASE PRICE: Seller shall include in the purchase price the following:

21DESCRIPTION OF INTEREST IN REAL ESTATE:

22Street address is: ______________________________________________________________________________________ in the

23_______________ of ____________________________, County of __________________________, Wisconsin (the “Real Estate”).

24The Real Estate is owned by: __________________________________________________________________________________

25__________________________________________________________________________________________________________.

26The Real Estate is leased to: __________________________________________________________________________________

27_________________________________________________________________________________________ (see lines 300-325).

28

The interest in the Real Estate included in the purchase price is:

 

ownership

 

leasehold

 

assignment of existing

29

lease

 

______________________________________________. Insert any additional description, including further description

 

30of the type of interest in the Real Estate that is included in purchase price, at lines 699-713 or attach as an addendum per line 698.

31DESCRIPTION OF OTHER ASSETS:

32Seller shall also include in the purchase price (unless excluded at lines 48-50) the Assets of the Business including all goodwill,

33stock-in-trade, trade fixtures, accounts receivable, Business Personal Property, Fixtures, and the following additional property

34(consider work in process, if applicable): _________________________________________________________________________

35____________________________________________________________________ STRIKE AND COMPLETE AS APPLICABLE

36(hereinafter, including the interest in Real Estate described above, collectively the “Assets”).

37Seller shall convey Business Personal Property and any other personal property by Bill of Sale or ___________________________

38_________________________________________, free and clear of all liens and encumbrances except ______________________

39__________________________________________________________________________________________________________

40For the items below, the purchase price shall be based on the following terms: ___________________________________________

41(a) stock-in-trade ____________________________________________________________________________________________

42__________________________________________________________________________________________________________

43_______________________________________________________________________________________________________________

44(b) accounts receivable ________________________________________________________________________________________________

45__________________________________________________________________________________________________________

46__________________________________________________________________________________________________________

47(c) Other (e.g., work in process) ________________________________________________________________________________

48NOT INCLUDED IN THE PURCHASE PRICE: __________________________________________________________________

49__________________________________________________________________________________________________________

50__________________________________________________________________________________________________________

51CAUTION: Identify Fixtures, trade fixtures and Business Personal Property to be excluded by Seller or which are rented and

52will continue to be owned by the lessor (see lines 221-228 and 560-570).

Property Address: ________________________________________________________________________________________________________ Page 2 of 14, WB-16

53 NOTE: The terms of this Offer, not the listing contract or marketing materials, determine what items are included/excluded.

54ACCEPTANCE Acceptance occurs when all Buyers and Sellers have signed one copy of the Offer, or separate but identical copies

55of the Offer.

56CAUTION: Deadlines in the Offer are commonly calculated from acceptance. Consider whether short term deadlines

57running from acceptance provide adequate time for both binding acceptance and performance.

58BINDING ACCEPTANCE This Offer is binding upon both Parties only if a copy of the accepted Offer is delivered to Buyer on or

59before _______________________________________________________________. Seller may keep the Assets on the market

60and accept secondary offers after binding acceptance of this Offer.

61CAUTION: This Offer may be withdrawn prior to delivery of the accepted Offer.

62OPTIONAL PROVISIONS Terms of this Offer that are preceded by an OPEN BOX ( ) are part of this offer ONLY if the box is

63marked such as with an “X.” They are not part of this Offer if marked “N/A” or are left blank.

64DELIVERY OF DOCUMENTS AND WRITTEN NOTICES Unless otherwise stated in this Offer, delivery of documents and written

65notices to a Party shall be effective only when accomplished by one of the methods specified at lines 66-84.

66(1) Personal Delivery: giving the document or written notice personally to the Party, or the Party's recipient for delivery if named at

67line 68 or 69.

68Seller’s recipient for delivery (optional): __________________________________________________________________________

69Buyer’s recipient for delivery (optional): _________________________________________________________________________

70 (2) Fax: fax transmission of the document or written notice to the following telephone number:

71Seller: (_________) ___________________________________ Buyer: (_________) _____________________________________

72 (3) Commercial Delivery: depositing the document or written notice fees prepaid or charged to an account with a commercial 73 delivery service, addressed either to the Party, or to the Party's recipient for delivery if named at line 68 or 69, for delivery to the

74Party's delivery address at line 77 or 78.

75 (4) U.S. Mail: depositing the document or written notice postage prepaid in the U.S. Mail, addressed either to the Party, or to

76the Party's recipient for delivery if named at line 68 or 69, for delivery to the Party's delivery address at line 77 or 78.

77Delivery address for Seller: ___________________________________________________________________________________

78Delivery address for Buyer: ___________________________________________________________________________________

79 (5) E-Mail: electronically transmitting the document or written notice to the Party’s e-mail address, if given below at line 83 or 84.

80If this is a consumer transaction where the property being purchased or the sale proceeds are used primarily for personal, family or

81household purposes, each consumer providing an e-mail address below has first consented electronically to the use of electronic

82documents, e-mail delivery and electronic signatures in the transaction, as required by federal law.

83E-Mail address for Seller: ____________________________________________________________________________________

84E-Mail address for Buyer: ____________________________________________________________________________________

85BUSINESS AND PROPERTY CONDITION PROVISIONS

86REPRESENTATIONS REGARDING THE BUSINESS, ASSETS AND TRANSACTION: Seller represents to Buyer that as of the

87date of acceptance Seller has no notice or knowledge of Conditions Affecting the Business, Assets or Transaction (as defined at lines

88465-530) other than those identified in Seller’s disclosure report(s) CHECK AND INSERT DATES AS APPLICABLE:

89 Seller disclosure report (commercial or business real estate) dated _______________________________________________

90 Real Estate Condition Report (1-4 dwelling units) dated ________________________________________________________

91 Vacant Land Disclosure Report (no buildings) dated ___________________________________________________________

92 Business disclosure report(s) dated ________________________________________________________________________

93 Other: _____________________________________________ (specify) dated _____________________________________

94 which was/were received by Buyer prior to Buyer signing this Offer and which is/are made a part of this Offer by reference and

95__________________________________________________________________________________________________________

96__________________________________________________________________________________________________________

97____________________ INSERT CONDITIONS NOT ALREADY INCLUDED IN THE DISCLOSURE OR CONDITION REPORT(S).

98CAUTION: If Assets include 1-4 dwelling units, a Real Estate Condition Report containing the disclosures provided in Wis.

99Stat. § 709.03 may be required. If Assets include Real Estate without any buildings, a Vacant Land Disclosure Report

100containing the disclosures provided in Wis. Stat. § 709.033 may be required. Buyer may have rescission rights per Wis.

101Stat. § 709.05. A commercial or business disclosure report for commercial/business Real Estate may be used as well as

102business disclosure report(s) regarding Assets other than real estate. More than one report may be used.

103SALES AND USE TAX

104Sales and use tax, if any, for sales occurring prior to closing shall be paid by Seller. Within 120 days of closing, Seller shall provide

105Buyer with a sales and use tax clearance certificate from the Department of Revenue that any sales and use tax due has been paid,

106per Wis. Stat. Ch. 77. These responsibilities shall survive closing.

107 SALES AND USE TAX ESCROW: Seller agrees to escrow $_________________________ at closing to be held by

108 ___________________________________________________________________________ (escrow agent) and released to Seller

109 when Seller provides the escrow agent with a sales and use tax clearance certificate from the Department of Revenue confirming

110that any sales and use tax due has been paid, per Wis. Stat. Ch. 77. If a certificate is not provided to escrow agent within 120 days of

111closing, escrow funds shall be released to Buyer. Release of funds to Buyer shall not relieve Seller of Seller’s obligation to pay any

112sales and use tax due. All escrow fees shall be paid by Seller.

Page 3 of 14, WB-16

113DELIVERY/ACTUAL RECEIPT Delivery to, or Actual Receipt by, any named Buyer or Seller constitutes delivery to, or Actual

114Receipt by, all Buyers or Sellers.

115BUSINESS OPERATION Seller shall continue to conduct the Business in a regular and normal manner and shall use Sellers best

116efforts to keep available the services of Sellers present employees and to preserve the goodwill of Sellers suppliers, customers and

117others having business relations with Seller. Seller shall maintain the equipment, appliances, business fixtures, fixtures, tools,

118furniture and other Business Personal Property in substantially the same working order as of the date of acceptance of this Offer.

119PROPERTY DAMAGE BETWEEN ACCEPTANCE AND CLOSING Seller shall maintain the physical Assets until the earlier of

120closing or occupancy of Buyer in materially the same condition as of the date of acceptance of this Offer, except for ordinary wear

121and tear. If, prior to the earlier of closing or occupancy by Buyer, the physical Assets are damaged in an amount of not more than five

122percent (5%) of the purchase price, Seller shall be obligated to repair the damaged property and restore it to the same condition that

123is was in on the day of this Offer. No later than closing, Seller shall provide Buyer with lien waivers for all lienable repairs and

124restoration. If Seller is unable to repair and restore the damaged property, Seller shall promptly notify Buyer in writing and this Offer

125may be canceled at the option of the Buyer. If the damage shall exceed such sum, Seller shall promptly notify Buyer in writing of the

126damage and this Offer may be canceled at the option of Buyer. Should Buyer elect to carry out this Offer despite such damage,

127Buyer shall be entitled to any insurance proceeds relating to the damaged property, plus a credit towards the purchase price equal to

128the amount of Sellers deductible on such policy, if any. However, if this sale is financed by a land contract or a mortgage to Seller,

129any insurance proceeds shall be held in trust for the sole purpose of restoring the physical Assets.

130INSPECTIONS AND TESTING Buyer may only conduct inspections or tests if specific contingencies are included as a part of this

131Offer. An “inspection” is defined as an observation of the Assets which does not include an appraisal or testing of the Assets, other

132than testing for leaking carbon monoxide, or testing for leaking LP gas or natural gas used as a fuel source, which are hereby

133authorized. A “test” is defined as the taking of samples of materials such as soils, water, air or building materials from the Assets and

134the laboratory or other analysis of these materials. Seller agrees to allow Buyer’s inspectors, testers, appraisers and qualified third

135parties reasonable access to the Assets upon advance notice, if necessary to satisfy the contingencies in this Offer. Buyer and

136licensees may be present at all inspections and testing. Except as otherwise provided, Seller’s authorization for inspections does not

137authorize Buyer to conduct testing of the Assets.

138NOTE: Any contingency authorizing testing should specify the Assets to be tested, the purpose of the test, (e.g., to

139determine if the presence or absence of a source of environmental contamination), any limitations on Buyer's testing and

140any other material terms of the contingency.

141Buyer agrees to promptly restore the Assets to their original condition after Buyer’s inspections and testing are completed unless

142otherwise agreed to with Seller. Buyer agrees to promptly provide copies of all inspection and testing reports to Seller. Seller

143acknowledges that certain inspections or tests may detect environmental pollution which may be required to be reported to the

144Wisconsin Department of Natural Resources.

145BUYER’S PRE-CLOSING VIEW OF ASSETS Within 3 days prior to closing, at a reasonable time pre-approved by Seller or Seller's

146agent, Buyer shall have the right to view the Assets solely to determine that there has been no significant change in the condition of

147the Assets, except for ordinary wear and tear and changes approved by Buyer, and that any Defects Seller has agreed to cure have

148been repaired in the manner agreed to by the Parties.

149CAUTION: The intention of this paragraph is only to allow Buyer to view the Assets. The Parties should consider separate

150language to address specific concerns.

151PROPERTY IMPROVEMENT, DEVELOPMENT OR CHANGE OF USE If Buyer contemplates improving, developing or changing

152the use of the Assets, Buyer may need to address municipal ordinances and zoning, recorded building and use restrictions,

153covenants and easements which may prohibit some improvements or uses. The need for licenses, building permits, zoning

154variances, environmental audits, etc. may need to be investigated to determine feasibility of improvements, development or use

155changes for the Assets. Contingencies for investigation of these issues may be added to this Offer. See lines 355-381 and 382-424.

156If plant closings or mass layoffs will occur as a result of this Offer the Buyer and Seller should review federal and state plant closing

157laws.

158PROPERTY DIMENSIONS AND SURVEYS Buyer acknowledges that any land, building or room dimensions, or total acreage or

159building square footage figures, provided to Buyer by Seller or by a broker, may be approximate because of rounding, formulas used

160or other reasons, unless verified by survey or other means.

161CAUTION: Buyer should verify total square footage or acreage figures and land, building or room dimensions, if material to

162Buyer’s decision to purchase.

163DEFAULT Seller and Buyer each have the legal duty to use good faith and due diligence in completing the terms and conditions of

164this Offer. A material failure to perform any obligation under this Offer is a default which may subject the defaulting party to liability

165for damages or other legal remedies.

166If Buyer defaults, Seller may:

167(1) sue for specific performance and request the earnest money as partial payment of the purchase price; or

168(2) terminate the Offer and have the option to: (a) request the earnest money as liquidated damages; or (b) sue for actual

169damages.

170If Seller defaults, Buyer may:

171(1) sue for specific performance; or

172(2) terminate the Offer and request the return of the earnest money, sue for actual damages, or both.

173In addition, the Parties may seek any other remedies available in law or equity.

Page 4 of 14, WB-16

174 The Parties understand that the availability of any judicial remedy will depend upon the circumstances of the situation and the

175discretion of the courts. If either Party defaults, the Parties may renegotiate the Offer or seek nonjudicial dispute resolution instead of

176the remedies outlined above. By agreeing to binding arbitration, the Parties may lose the right to litigate in a court of law those

177disputes covered by the arbitration agreement.

178NOTE: IF ACCEPTED, THIS OFFER CAN CREATE A LEGALLY ENFORCEABLE CONTRACT. BOTH PARTIES SHOULD READ

179THIS DOCUMENT CAREFULLY. BROKERS MAY PROVIDE A GENERAL EXPLANATION OF THE PROVISIONS OF THE

180OFFER BUT ARE PROHIBITED BY LAW FROM GIVING ADVICE OR OPINIONS CONCERNING YOUR LEGAL RIGHTS UNDER

181THIS OFFER OR HOW TITLE SHOULD BE TAKEN AT CLOSING. AN ATTORNEY SHOULD BE CONSULTED IF LEGAL

182ADVICE IS NEEDED.

183ENTIRE CONTRACT This Offer, including any amendments to it, contains the entire agreement of the Buyer and Seller regarding

184the transaction. All prior negotiations and discussions have been merged into this Offer. This agreement binds and inures to the

185benefit of the parties to this Offer and their successors in interest.

186EARNEST MONEY

187HELD BY: Unless otherwise agreed, earnest money shall be paid to and held in the trust account of the listing broker (Buyer’s

188broker if Assets are not listed or Seller’s account if no broker is involved), until applied to purchase price or otherwise disbursed as

189provided in the Offer.

190CAUTION: Should persons other than a broker hold earnest money, an escrow agreement should be drafted by the Parties

191or an attorney. If someone other than Buyer makes payment of earnest money, consider a special disbursement agreement.

192DISBURSEMENT: If negotiations do not result in an accepted offer, the earnest money shall be promptly disbursed (after

193clearance from payor’s depository institution if earnest money is paid by check) to the person(s) who paid the earnest money. At

194closing, earnest money shall be disbursed according to the closing statement. If this Offer does not close, the earnest money shall be

195disbursed according to a written disbursement agreement signed by all Parties to this Offer. If said disbursement agreement has not

196been delivered to broker within 60 days after the date set for closing, broker may disburse the earnest money: (1) as directed by an

197attorney who has reviewed the transaction and does not represent Buyer or Seller; (2) into a court hearing a lawsuit involving the

198earnest money and all Parties to this Offer; (3) as directed by court order; or (4) any other disbursement required or allowed by law.

199Broker may retain legal services to direct disbursement per (1) or to file an interpleader action per (2) and broker may deduct from

200the earnest money any costs and reasonable attorney’s fees, in an amount up to $1,000 but no more than one-half of the earnest

201money, prior to disbursement.

202LEGAL RIGHTS/ACTION: Broker’s disbursement of earnest money does not determine the legal rights of the Parties in relation to

203this Offer. Buyer’s or Seller’s legal right to earnest money cannot be determined by broker. At least 30 days prior to disbursement per

204(1) or (4) above, broker shall send Buyer and Seller notice of the disbursement by certified mail. If Buyer or Seller disagree with

205broker’s proposed disbursement, a lawsuit may be filed to obtain a court order regarding disbursement. Small Claims Court has

206jurisdiction with regard to civil actions involving amounts claimed up to the amount specified in Wis. Stat. Ch. 799. Buyer and Seller

207should consider consulting attorneys regarding their legal rights under this Offer in case of a dispute. Both Parties agree to hold the

208broker harmless from any liability for good faith disbursement of earnest money in accordance with this Offer or applicable

209Department of Safety and Professional Service regulations concerning earnest money. See Wis. Admin. Code Ch. REEB 18.

210SPECIAL ASSESSMENTS/OTHER EXPENSES Special assessments, if any, levied or for work actually commenced prior to date

211of this Offer shall be paid by Seller no later than closing. All other special assessments shall be paid by Buyer.

212CAUTION: Consider a special agreement if area assessments, property owners association assessments, special charges

213for current services under Wis. Stat. § 66.0627 or other expenses are contemplated. “Other expenses” are one-time charges

214or ongoing use fees for public improvements (other than those resulting in special assessments) relating to curb, gutter,

215street, sidewalk, municipal water, sanitary and storm water and storm sewer (including all sewer mains and hook-

216up/connection and interceptor charges), parks, street lighting and street trees, and impact fees for other public facilities, as

217defined in Wis. Stat. § 66.0617(1)(f).

218DEFINITIONS

219ACTUAL RECEIPT: “Actual Receipt” means that a Party, not the Party’s recipient for delivery, if any, has the document or written

220notice physically in the Party’s possession, regardless of the method of delivery.

221BUSINESS PERSONAL PROPERTY: “Business Personal Property” is defined as all tangible and intangible personal property and

222rights in personal property owned by Seller and used in the Business as of the date of this Offer, including, but not limited to,

223furniture, trade fixtures and equipment, tools used in business, telephone numbers and listings if transferable, customer lists, trade

224names, intellectual property, Internet domain names, digital media, digital marketing, databases, business records, supplies, leases,

225advance lease deposits, customer deposits, signs, all other personal property used in Business, and if transferable, all permits,

226special licenses and franchises, except those assets disposed of in the ordinary course of business or as permitted by this Offer.

227CAUTION: Identify on lines 48-50 Business Personal Property not included in the purchase price or not exclusively owned

228by Seller, such as licensed or rented personal property, tenants’ personal property and tenants’ trade fixtures.

229(Definitions Continued on Page 9)

Property Address: ________________________________________________________________________________________________________Page 5 of 14, WB-16

230TIME IS OF THE ESSENCE “Time is of the Essence” as to: (1) earnest money payment(s); (2) binding acceptance; (3) occupancy;

231(4) date of closing; (5) contingency Deadlines STRIKE AS APPLICABLE and all other dates and Deadlines in this Offer except: ____

232____________________________________________________________________________________. If “Time is of the Essence”

233applies to a date or Deadline, failure to perform by the exact date or Deadline is a breach of contract. If "Time is of the Essence" does

234not apply to a date or Deadline, then performance within a reasonable time of the date or Deadline is allowed before a breach occurs.

235ALLOCATION OF PURCHASE PRICECHECK LINE 236 OR 245

236

 

 

The Parties agree to the following allocation of the purchase price:

237

Goodwill:

$ __________________________________________

238

Stock-in-trade (inventory):

$ __________________________________________

239

Accounts receivable:

$ __________________________________________

240

Business Personal Property:

$ __________________________________________

241

Real Estate Interest:

$ __________________________________________

242

Other:

$ __________________________________________

243

Other:

$ __________________________________________

244

 

 

Total

$ __________________________________________

245

 

 

The Parties shall agree in writing on an allocation by the following deadline: (within _________________ days of acceptance of

 

 

 

 

 

 

246

the Offer) (_______________________________, _________)

STRIKE AND COMPLETE AS APPLICABLE.

If the Parties cannot

247

agree on an allocation by the deadline either Party may, within 5 days following the deadline, deliver written notice to terminate and

248

all earnest money shall be returned to Buyer. If no notice is delivered by either party within such 5 day period, the Parties agree to

249proceed to closing and separately allocate the purchase price.

250CAUTION: Failure of the parties to agree on an allocation of purchase price prior to closing may have tax implications. Fair

251market value of the real property must be determined prior to closing to complete the transfer return per Wis. Stat. § 77.22.

252The Parties should consult accountants, legal counsel or other appropriate experts, as necessary.

253

 

ENVIRONMENTAL EVALUATION CONTINGENCY: This Offer is contingent upon a qualified independent environmental

254consultant of Buyer’s choice conducting an Environmental Site Assessment of the Real Estate (see lines 544-559), at (Buyer’s)

255(Seller’s) STRIKE ONE (“Buyer’s” if neither is stricken) expense, which discloses no Defects. For the purpose of this contingency, a

256Defect (see lines 538-540) is defined to also include a material violation of environmental laws, a material contingent liability affecting

257the Real Estate arising under any environmental laws, the presence of an underground storage tank(s) or material levels of

258hazardous substances either on the Real Estate or presenting a significant risk of contaminating the Real Estate due to future

259migration from other properties. Defects do not include conditions the nature and extent of which Buyer had actual knowledge or

260written notice before signing the Offer.

261CAUTION: The Parties should consider additional environmental inspection or testing contingencies of the Assets.

262■ CONTINGENCY SATISFACTION: This contingency shall be deemed satisfied unless Buyer, within ______________________

263days of acceptance, delivers to Seller a copy of the Environmental Site Assessment report and a written notice listing the Defect(s)

264identified in the Environmental Site Assessment report to which Buyer objects (Notice of Defects).

265CAUTION: A proposed amendment is not a Notice of Defects and will not satisfy this notice requirement.

266RIGHT TO CURE: Seller (shall) (shall not) STRIKE ONE (“shall” if neither is stricken) have a right to cure the Defects. If Seller has

267the right to cure, Seller may satisfy this contingency by: (1) delivering written notice to Buyer within 10 days of Buyer's delivery of the

268Notice of Defects stating Seller’s election to cure Defects, (2) curing the Defects in a good and workmanlike manner and (3)

269delivering to Buyer a written report detailing the work done within 3 days prior to closing. This Offer shall be null and void if Buyer

270makes timely delivery of the Notice of Defects and written Environmental Site Assessment report and: (1) Seller does not have a right

271to cure or (2) Seller has a right to cure but: (a) Seller delivers written notice that Seller will not cure or (b) Seller does not timely

272deliver the written notice of election to cure.

273CLOSING Legal possession of the Assets shall be delivered to Buyer at the time of closing. This transaction is to be closed no later

274than _____________________________________ at the place selected by Seller, unless otherwise agreed by the Parties in writing.

275CLOSING PRORATIONS The following items, if applicable, shall be prorated at closing, based upon date of closing values: real

276estate taxes, personal property taxes, rents, prepaid insurance (if transferred), private and municipal charges, property owners

277association assessments, fuel, other prepaid amounts for items being transferred to Buyer, and _______________________

278_________________________________________________________________________________________________________.

279CAUTION: Provide basis for utility charges, fuel or other prorations if date of closing value will not be used.

280Any income, taxes or expenses shall accrue to Seller, and be prorated at closing, through the day prior to closing. Personal property

281taxes shall be prorated based on (the taxes for the current year, if known, otherwise on the taxes for the preceding year)

282( ________________________________________________________________) STRIKE AND COMPLETE AS APPLICABLE.

283Real estate taxes shall be prorated at closing based on CHECK BOX FOR APPLICABLE PRORATION FORMULA:

284

 

The net general real estate taxes for the preceding year, or the current year if available (Net general real estate taxes are

285defined as general property taxes after state tax credits and lottery credits are deducted) (NOTE: THIS CHOICE APPLIES IF NO

286BOX IS CHECKED)

287

 

Current assessment times current mill rate (current means as of the date of closing)