PURCHASE TERMS OF USE

Western Legacy Group LLC

Western Legacy Land

500 Westover Dr #35650

Sanford, North Carolina 27330

(406) 880-8501

Email: tonyyoder1989@gmail.com

These Purchase Terms of Use govern the purchase and sale of real estate property between Western Legacy Group LLC (“Seller”) and the purchaser (“Buyer”). By entering into a purchase agreement with Western Legacy Group LLC, Buyer agrees to all of the terms and conditions set forth below. The parties are advised to consult legal and tax counsel.

Section 1: Agreement of Purchase and Sale

Subject to the terms, covenants and conditions of this Agreement, Seller shall sell to Buyer and Buyer shall purchase from Seller the “Property” as described in the executed Purchase Contract, including the Parcel Number(s) and Legal Description(s) attached to the contract as Exhibit “A.”

Section 2: Purchase Options

Buyer may purchase the Property under one of two options: a Cash Purchase or Owner Financing (Terms).

A. Cash Purchase

Buyer shall pay the Purchase Price as follows:

A Down Payment due within 2 days of execution of this Agreement.
The balance payable via cashier’s check, wire transfer, certified funds or money order on the Closing Date as defined below.

B. Owner Financing (Terms Purchase)

Seller agrees to finance the agreed portion of the Purchase Price pursuant to a Promissory Note from Buyer to Seller, bearing the agreed interest rate per annum, payable over an agreed term in months with even monthly payments, plus a Note Servicing Fee, plus estimated taxes, secured by a Land Contract, with the first payment to begin on the date specified in the contract.

Section 3: Processing and Service Fees

Buyer shall pay to Seller a one-time processing fee upon Buyer’s full performance of this Agreement.

Section 4: Property Taxes

Property taxes for the current year shall be amortized over a 12-month period, and the pro-rated amount shall be paid by the Seller to the County Treasurer within 14 days of Buyer’s full performance of this Agreement. Buyer shall be responsible for payment of all property taxes assessed for periods following the date of the Deed from Seller to Buyer.

For Owner Financing purchases, Seller will pay the taxes on the Property each year and the Buyer will reimburse the Seller each year. Failure of the Buyer to reimburse the Seller for all taxes accrued from the date of this purchase within 60 days of the date due will void the Contract and the remaining amount owed on the Property will become due within 30 days.

Section 5: Possession and Use

Buyer is entitled to full and exclusive possession and use of the Property immediately upon Buyer’s full performance of this Agreement. Seller retains legal title to the Property until all obligations of Buyer have been timely performed. For Owner Financing purchases, prior to closing, the Property shall remain in the possession of the Seller.

Section 6: Closing Date and Delivery of Deed

It is agreed that time is of the essence with respect to all dates specified in this Agreement and any addenda, riders, or amendments. All deadlines are intended to be strict and absolute.

The closing shall take place on or before the Closing Date specified in the contract unless extended in writing signed by Seller and Buyer or extended by Seller under the terms of this Agreement. The closing shall be held at a place designated and approved by the Seller, unless otherwise required by applicable law. If closing does not occur by the date specified, or in any extension, this Agreement is automatically terminated, and Seller shall retain any earnest money deposit as liquidated damages.

At Closing, upon Buyer’s full performance, Seller shall execute and deliver to Buyer a Special Warranty Deed (Cash Purchase) or Warranty Deed (Owner Financing) in recordable form, conveying legal title to the Property to Buyer. Seller shall submit the Deed for recording in the real estate records of the jurisdiction in which the Property is located within 30 days of receipt of the final payment, and within 7 days of receipt of the recorded Deed, shall deliver the recorded Deed to Buyer by email or U.S. Mail. Seller agrees to convey title to the Property free of all liens and encumbrances.

For Owner Financing, the closing of the sale will be on or before the date specified, unless extended pursuant to the terms hereof. Closing may be extended to within 7 days after objections to matters disclosed in the title abstract, certificate, or Commitment or by the survey have been cured. The closing date may also be extended by written agreement of the parties.

Section 7: Closing Costs and Adjustments

Buyer and Seller agree to prorate the following expenses as of closing and funding: municipal water and sewer charges, utility charges, real estate taxes and assessments, common area charges, homeowner association or similar community assessments, co-operative fees and maintenance fees if any. In determining prorations, the funding date shall be allocated to the Purchaser. Payment of special assessments, district bonds and assessments, and homeowner’s association or special assessments shall be paid current and prorated between Purchaser and Seller as of the Closing Date with payments not yet due and owing to be assumed by Buyer without credit toward purchase price. Property taxes shall be prorated based on an estimate or actual taxes from the previous year on the Property. All prorations shall be based upon a 30-day month and all such prorations shall be final.

Seller shall not be responsible for any amounts due, paid or to be paid after closing, including but not limited to, any taxes, penalties, or interest assessed or due as a result of retroactive, postponed, or additional taxes resulting from any change in use of, or construction on, or improvement to the Property, or an adjustment in the appraised value of the Property. In the event Seller has paid any taxes, special assessments, or other fees and there is a refund of any such taxes, assessments, or fees after closing, and Buyer as current owner of the Property receives the payment, Buyer will immediately submit the refund to Seller.

Regardless of local custom, requirements or practice, the Buyer shall pay any and all realty transfer taxes due as a result of the conveyance of the Property. The Buyer shall pay all costs and fees incurred in the transfer of the Property, including cost of any survey, title policy, escrow or closing fees, and lender required fees, except as expressly assumed by the Seller in the Additional Terms or Conditions section of the Standard Purchase Contract.

For Owner Financing purchases closed through a title company, the following closing costs shall be paid as provided. No cost to the Buyer by closing directly.

Closing Cost	Buyer	Seller
Attorney Fees / Title Company Fees	X
Title Insurance	X
Title Abstract or Certificate	X
Recording Fees		X
Appraisal	X
Survey	X
Transfer Taxes		X
All other closing Cost	X

*50/50 between Buyer and Seller.

Section 8: Prorations

Taxes for the current year, interest, maintenance fees, assessments, dues and rents, if any, will be prorated through the Closing Date. If taxes for the current year vary from the amount prorated at closing, the parties shall adjust the prorations when tax statements for the current year are available.

Section 9: Acceptance

The offer set forth in this Agreement automatically expires unless Buyer accepts such Agreement by signing, and delivers written notice of such acceptance to Seller by 5:00pm Mountain Time on the date specified. If Buyer delivers a signed acceptance after the deadline indicated, then Seller may, but is not required to, accept the terms of the Agreement by accepting payment of any portion of the Purchase Price from the Buyer.

Section 10: Condition of Property

As-Is Condition. Buyer is purchasing the Property in its existing condition “as is, where is, and with all faults” and without any warranties, representations or guarantees, either express or implied, of any kind whatsoever from Seller with respect to all facts, circumstances, conditions, and defects. Buyer releases Seller from all liability for any damage or defects to the Property.
Inspection Rights. Seller has the right to inspect the Property at any time before Buyer pays the Purchase Price in full.
Property Condition (Owner Financing). Buyer represents that they have personally inspected and examined the Property and accepts the Property in its “as-is” and present condition. The Property is covered by a 90-Day Satisfaction Guarantee.

Section 11: 90-Day Satisfaction Guarantee

Western Legacy Group LLC will allow an additional inspection period of 90 days from the date of down payment. If, for whatever reason, Buyer is unsatisfied with the Property, Western Legacy Group LLC agrees to either exchange said property, or refund all monies minus closing costs, payment fees and accounting setup fees.

Section 12: All Sales Final

Buyer and Seller agree that all sales are final, subject to the 90-Day Satisfaction Guarantee for Owner Financing purchases.

Section 13: Time of the Essence

Time is of the essence in the performance of this Agreement. Time of Buyer’s performance under this Agreement is of the essence.

Section 14: Utilities

The present condition of all utility access to the Property is accepted by the Buyer. Seller is not aware of the existence of wetlands, shoreland, or floodplain on or affecting the real Property except as follows: None. Seller knows of no hazardous substances or petroleum products having been placed, stored, or released from or on the real Property by any person in violation of any law, nor of any underground storage tanks having been located on the real Property at any time, except as follows: None.

Section 15: Title and Conveyance

Seller is to convey title to Buyer by Warranty Deed (Owner Financing) or Special Warranty Deed (Cash Purchase). Seller shall, prior to or at closing, satisfy all outstanding mortgages, deeds of trust and special liens affecting the subject Property which are not specifically assumed by Buyer. Title shall be good and marketable, subject only to:

covenants, conditions and restrictions of record
public, private utility easements and roads and rights-of-way
applicable zoning ordinances, protective covenants and prior mineral reservations
special and other assessments on the Property, if any
general taxes for the current year and subsequent years

A title report shall not be provided to the Buyer at closing. Buyer may elect to do their own title search at their own expense. If there are title defects, Seller shall notify Buyer within 5 days of closing and Buyer, at Buyer’s option, may either:

if defects cannot be cured by designated closing date, cancel this contract, in which case all earnest money or down payment monies deposited shall be returned
accept title as is
if the defects are of such character that they can be remedied by legal action within a reasonable time, permit Seller such reasonable time to perform curative work at Seller’s expense

In the event the curative work is performed by Seller, the time specified herein for closing shall be extended for a reasonable period necessary for such action. Seller represents that the Property may be legally used as zoned and that no government agency has served any notice to Seller requiring repairs, alterations, or corrections of any existing condition except as stated herein.

Section 16: Appraisal, Survey and Termite Inspection

Any appraisal of the Property shall be the responsibility of the Buyer. A survey is not required.

Section 17: Promissory Note Terms (Owner Financing)

For value received, Borrower promises to pay Western Legacy Group, LLC, a Montana LLC, the principal amount agreed upon, together with interest on the unpaid principal balance until paid in full.

Payment. Borrower will pay Lender months of principal and interest payments in the agreed amount each, plus a Note Servicing Fee plus estimated property taxes, for a total monthly payment, inclusive of interest, beginning on the date specified, with interest calculated on the unpaid entire principal balance per annum. Payments will be applied first to any accrued unpaid interest, then to any late charges, then to principal. Borrower will pay Lender through the payment system, or at such other place as Lender may designate in writing. The minimum monthly payment is $150.
Default Rate. Upon default, including failure to pay upon final maturity, Lender, at its option, may, if permitted under applicable law, increase the interest rate on this Note by five (5) percentage points (“Default Rate”). The Default Rate of Interest shall thereafter supersede the rate set forth in Paragraph 1 above, even if the default is subsequently cured.
Prepayment. Borrower may prepay this note, in whole or in part. There are no prepayment penalties. Only the interest accrued to the date of payoff will be assessed.
Late Charge. If a payment is the specified number of calendar days late or more, Borrower will be charged in addition to regularly scheduled payment, in addition to all other sums owed hereunder.
Default. Each of the following shall constitute an event of default under this Note:
Borrower fails to make any payment when due
Borrower fails to comply with or to perform any other material term, obligation, covenant or condition contained in any other agreement between Lender and Borrower, including but not limited to, the Purchase and Sale Agreement, Promissory Note and Land Contract
Borrower defaults under any loan in favor of any other creditor, if such default may materially affect the Real Property securing this Note
Any statement made or furnished to Lender by Borrower in connection with this loan was false at the time the statement was made

If any default, other than a default in payment, is curable and if Borrower has not been given a notice of breach of the same provision of this Note within the preceding twelve (12) months, it may be cured (and no event of default will have occurred) if Borrower, after receiving written notice from Lender demanding cure of such default:

cures the default within fifteen (15) days
if the cure requires more than fifteen (15) days, immediately initiates steps sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practicable, but not more than thirty (30) days with respect to any non-monetary default

This Note is secured by a Land Contract of the same date.

The maker promises and agrees that in the case of a default in the payment of any sum required hereunder, or in the case of failure to perform any covenant contained in the Land Contract securing this Note, or if the maker becomes insolvent or makes a general assignment for the benefit of creditors, then the unpaid principal balance and accrued interest shall, at the option of the holder, immediately become due and payable although the time of maturity as expressed in this Note may not have arrived.

In the event of any sale, transfer, alienation, or other disposition of the property which is the subject of the Land Contract which secures this Note, or any part thereof or any interest therein, whether voluntary or involuntary, the entire unpaid principal balance and accrued interest shall, at the option of the holder, immediately become due and payable.

Borrower agrees to pay all costs, including reasonable attorneys’ fees, incurred in the collection of any unpaid amounts. Jurisdiction and venue of any claim, action or proceeding to enforce the parties’ rights under this Note shall be in the state and federal courts located in the maker’s court of choice.

The Borrower waives presentment for payment, demand, notice, protest, notice of protest, diligence, and non-payment of this Note, and all defenses on the ground of any extension of time for payment that may be given by Lender to Borrower.

Section 18: Land Sale Contract Terms (Owner Financing)

Seller warrants the Property to be free of all liens and taxes are current.
Seller warrants the Property to be available to the Buyer at the time of this contract’s effective date.
Seller holds the right to limit the amount of timber removed from the Property to include only that area needed to place a dwelling or structure, until the total price of the Property including interest is paid.
Seller to hold the Title Warranty Deed to the Property until the Property is completely paid and the Seller warrants that the Property Title will remain free from any loans, liens, or encumbrances through the period of payment.
The Seller, at the time of title transfer, will provide the Buyer with a marketable title.
Seller will pay the Taxes on the Property each year and the Buyer will reimburse the Seller each year. Failure of the Buyer to reimburse the Seller for all taxes accrued from the date of this purchase within 60 days of the date due will void this Contract and the remaining amount owed on the Property will become due within 30 days.
The Seller will notify the Buyer by email (Buyer must keep a valid email address on file) if the Buyer is at default.
The Seller will allow a grace period for the monthly payment from the date due. If the payment has not been received within the grace period, a penalty will be assessed to the payment.
The Seller reserves the right to take back possession of the Property if the Buyer is in default of the monthly payment by 35 days, at which time the Seller will notify the Buyer by email of default. The Buyer will have 30 days to bring payments current in order to cure the default. If full payment is not received at this time, the Property will be considered foreclosed and the Buyer will forfeit all interest and payments made. If the Seller and Buyer cannot work out any problems associated with the Property and legal action is taken, the side which loses the action will be responsible for all costs and legal fees associated with the legal action.
Terms of payment shall be as agreed in the contract.
Purchase price as agreed.
Down payment as agreed.
The total amount financed plus interest as agreed.
Payments will be made monthly for the agreed period at the agreed interest rate of simple interest. Each payment will be applied to principal and interest and the balance to the Note Servicing Fee and the estimated taxes.
Payments will begin on the agreed date and will continue until principal is paid in full.
There is no prepayment penalty. This note can be paid off at any time. Only the interest accrued to the date of payoff will be assessed.
Seller will record title Warranty Deed to the county and state within 30 days of payoff.

Binding Agreement Date: This instrument becomes binding once the Buyer signs this instrument.

Section 19: Default (Owner Financing)

If Buyer fails to comply with this contract, Buyer will be in default, and Seller may either:

enforce specific performance, seek such other relief as may be provided by law, or both
terminate this contract and receive the earnest money as liquidated damages, thereby releasing both parties from this contract

If, due to factors beyond Seller’s control, Seller fails within the time allowed to make any non-casualty repairs or deliver evidence of clean title, Buyer may either:

extend the time for performance up to 15 days and the Closing Date will be extended as necessary
terminate this contract as the sole remedy and receive a refund of the earnest money

If Seller fails to comply with this contract for any other reason, Seller will be in default and Buyer may either:

enforce specific performance, seek such other relief as may be provided by law, or both
terminate this contract and receive the earnest money, thereby releasing both parties from this contract

Section 20: Brokers / No Broker or Agents

Each party warrants and represents to the other that no real estate sales or brokerage commissions or like commissions are due in connection with this transaction, unless otherwise explicitly stated in the Additional Terms or Conditions section of the Standard Purchase Contract. Buyer shall indemnify, defend and hold Seller harmless from and against any claims by third parties made by or through the acts of Buyer for real estate or brokerage commissions, or a finder’s fee, in connection with the transactions provided for herein, and all costs and expenses incurred by Seller in connection therewith.

The parties represent that neither party has employed the services of a real estate broker or agent in connection with the Property, or that if such agents have been employed, the party employing said agent shall pay any and all expenses outside the closing of this agreement.

Section 21: Attorneys’ Fees

If either party breaches any provisions of this Agreement, the breaching party shall pay to the non-breaching party all attorneys’ fees (set by the court and not a jury, at both trial and appellate levels), other costs and expenses incurred by the non-breaching party in enforcing this Agreement or preparing for legal or other proceedings, regardless of whether suit is instituted. The prevailing party in any legal proceeding brought under or with respect to the transaction described in this contract is entitled to recover from the non-prevailing party all costs of such proceeding and reasonable attorney’s fees.

Section 22: Amendment

No modification of this Agreement is effective unless in writing and signed by the parties.

Section 23: Recording

Neither party shall record the Cash Purchase Contract with the County Recorder of the County in which the Property is located. The Owner Financing agreement may be recorded in the official records of the applicable county.

Section 24: Representations

Seller represents that as of the Closing Date:

there will be no liens, assessments, or security interests against the Property which will not be satisfied out of the sales proceeds unless securing payment of any loans assumed by Buyer
assumed loans will not be in default

If any representation in this contract is untrue on the Closing Date, this contract may be terminated by Buyer, and the earnest money will be refunded to Buyer. All representations contained in this contract will survive closing.

Section 25: Federal Tax Requirement

If Seller is a “foreign person”, as defined by applicable law, or if Seller fails to deliver an affidavit that Seller is not a “foreign person”, then Buyer shall withhold from the sales proceeds an amount sufficient to comply with applicable tax law and deliver the same to the Internal Revenue Service together with appropriate tax forms. IRS regulations require filing written reports if cash in excess of specified amounts is received in the transaction.

Section 26: Effect of Contract

This Purchase Terms of Use amends and supplements the Contract and, if applicable, Escrow instructions. In the event there is any conflict between this Purchase Terms of Use and the Contract or Escrow Instructions or Notice or Other Documents attached and made a part of this Agreement, the terms of this Purchase Terms of Use take precedence and shall prevail except as otherwise provided by law. The undersigned, if executing this Purchase Terms of Use on behalf of a Seller and/or Purchaser that is a corporation, partnership, trust or other entity, represents and warrants that he/she is authorized by that entity to enter into this agreement and bind the entity to perform all duties and obligations stated in this Purchase Contract.

Section 27: Entire Agreement / Agreement of Parties

This Agreement constitutes the entire contract between the parties with regard to the purchase and sale of the Property. All terms and conditions contained in any other writings previously executed by the parties and all other discussions, understandings or agreements regarding the Property and the subject matter hereof shall be deemed to be superseded hereby. This contract cannot be changed except by written agreement of the parties.

Section 28: Prior Agreements

This contract incorporates all prior agreements between the parties, contains the entire and final agreement of the parties, and cannot be changed except by their written consent. Neither party has relied upon any statement or representation made by the other party or any sales representative bringing the parties together. Neither party shall be bound by any terms, conditions, oral statements, warranties, or representations not herein contained. Each party acknowledges that he/she has read and understands this contract. The provisions of this contract shall apply to and bind the heirs, executors, administrators, successors, and assigns of the respective parties hereto. When herein used, the singular includes the plural and the masculine includes the feminine as the context may require.

Section 29: No Agency

Nothing in this Agreement may be construed to form or recognize a joint venture, agency, partnership, or other business organization between the parties of any kind. The parties each agree that their relationship with respect to the other is that of an independent party entering into an arms-length agreement.

Section 30: Assignment

This agreement may not be assigned by Buyer without the consent of Seller. This agreement may be assigned by Seller and shall be binding on the heirs and assigns of the parties hereto.

Section 31: Eminent Domain

If the Property is condemned by eminent domain after the effective date hereof, the Seller and Buyer shall agree to continue the closing, or a portion thereof, or cancel this Contract. If the parties cannot agree, this contract shall remain valid with the Buyer being entitled to be cancelled and the down payment money returned to Buyer.

Section 32: Notices

All notices from one party to the other must be in writing and are effective when mailed to, hand-delivered at, or transmitted by facsimile machine as follows:

To Seller at:

Western Legacy Group LLC

500 Westover Dr #35650

Sanford, North Carolina 27330

(406) 880-8501

Email: tonyyoder1989@gmail.com

To Buyer at: the address provided by Buyer in the executed Purchase Contract.

Section 33: Jurisdiction and Venue / Governing Law

For Cash Purchase: Any breach, dispute, controversy or claim between the Parties arising out of or relating to this Agreement, or an amendment or addition hereto, which is not settled by the Parties, is subject to the exclusive jurisdiction of the courts of the State of Idaho and will be construed in accordance with the laws of the State of Idaho, without resort to conflict of law principles. The proper venue for any legal action arising out of this Agreement is the State courts located in the State of Idaho.

For Owner Financing: This contract shall be governed by the laws of the State of Utah.

Section 34: Headings and Gender

Headings in this Agreement are for convenience only and may not be used to interpret or construe its provisions. As used in this Agreement, the masculine, feminine or neuter gender, and the singular or plural number, each include the others whenever the context so indicates.

Section 35: Severability

If any part of this Agreement is declared unenforceable or invalid, no other portion of the Agreement shall be affected, and the remainder of this Agreement will continue to be valid and enforceable.

Section 36: Authority

The persons signing for an entity participating in this Agreement represent and warrant that they have been duly authorized to enter into this Agreement on behalf of the entity, and that the respective entities they are signing for have been legally organized and are in good standing within the entity’s state of domicile.

Section 37: Legal Counsel

Buyer has had full and fair opportunity to review this Agreement with independent legal counsel and agrees that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement.

Section 38: Counterparts

This Agreement may be executed simultaneously or in counterparts, each of which is deemed an original, but all of which together constitute one and the same Agreement. Facsimile copies of the executed signature pages of this Agreement are effective and binding upon the parties as if such signatures were original signatures.

Section 39: Limited Power of Attorney

Buyer hereby appoints Seller as Buyer’s agent under a limited power of attorney to do the following on behalf of Buyer with respect to the Property described in Exhibit “A” of the Purchase Contract:

Execute a deed, transfer statement, transfer tax statement, affidavit, transfer disclosure statements, statement regarding representation of purchase price, or any other document required by any state, county, parish, city, municipality, district or other governmental body necessary or convenient to the transfer of title to the Property from Seller to Buyer.

This limited power of attorney is coupled with an interest and is non-revocable.

Section 40: Integration with Purchase Contract

Any capitalized terms not otherwise defined in these Purchase Terms of Use are defined in the executed Purchase Contract. These Purchase Terms of Use are to be construed together with, and as part of, the Purchase Contract. In the event of any conflict between the terms of the Purchase Contract and these Purchase Terms of Use, the terms of the Purchase Contract control, except as otherwise provided in Section 26 above.

Section 41: Receipt of Down Payment

Receipt of the Down Payment Money will be acknowledged in writing by Seller as of the date received.

WARNING: THIS CONTRACT HAS SUBSTANTIAL LEGAL CONSEQUENCES AND THE PARTIES ARE ADVISED TO CONSULT LEGAL AND TAX COUNSEL.

EXECUTED AS OF THE EFFECTIVE DATE.

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