Free Land Purchase Agreement

I. Agreement Overview

This Land Purchase Agreement ("Agreement") is entered into on January 2, 2050, by and between [Your Company Name], a corporation with its principal office located at [Your Company Address] (hereinafter referred to as the "Seller"), and OmniTrick, a corporation with its principal office located at Scottsdale, AZ 85250 (hereinafter referred to as the "Buyer").

The purpose of this Agreement is to establish the terms and conditions under which the Seller agrees to sell, and the Buyer agrees to purchase, the land described below.

II. Property Description

The Property to be sold under this Agreement is described as follows:

1. Location: 1124 Desert View Drive, Scottsdale, AZ 85250.

2. Size: Approximately 40 acres of undeveloped land located in a prime location for commercial development.

3. Parcel Number: AZ-SCOT-0552.

4. Legal Description: A detailed legal description of the Property is provided in Exhibit A, attached to this Agreement.

III. Purchase Price and Payment Terms

1. Purchase Price

The total purchase price for the Property is $4,200,000 ("Purchase Price").

2. Earnest Money Deposit

The Buyer shall deposit an earnest money payment of $420,000 ("Deposit") with [Escrow Agent’s Name], within three (3) business days of the execution of this Agreement. The Deposit will be credited toward the Purchase Price at closing.

3. Balance Payment

The Buyer shall pay the remaining balance of $3,780,000 at the closing, through wire transfer to the Seller’s designated account.

IV. Due Diligence Period

1. Inspection Rights

The Buyer is granted a due diligence period of 30 days from the effective date of this Agreement to inspect the Property, including:

• Physical inspection of the land.

• Environmental and geological surveys.

• Review of zoning and land use regulations.

• Title search and investigation.

2. Termination Rights

If the Buyer determines that the Property is unsuitable for its intended purpose, the Buyer may terminate this Agreement by providing written notice to the Seller. In such event, the Deposit shall be refunded to the Buyer, and neither party shall have further obligations under this Agreement.

V. Closing

1. Closing Date

The closing of the transaction will take place on or before April 15, 2050, or on another date mutually agreed upon by the parties.

2. Location of Closing

Closing shall occur at [Your Company Name]’s designated office or remotely via an electronic exchange platform.

3. Seller’s Deliverables

At closing, the Seller shall provide:

• A duly executed Warranty Deed transferring marketable title to the Buyer.

• A Title Insurance Policy in favor of the Buyer.

• Any necessary documents to transfer utility access rights or easements.

4. Buyer’s Deliverables

At closing, the Buyer shall deliver:

• The remaining balance of the Purchase Price.

• Any required documents or authorizations needed to complete the transaction.

VI. Representations and Warranties

1. Seller’s Representations

The Seller warrants that:

• It has full legal title to the Property and the authority to enter into this Agreement.

• The Property is free from encumbrances, liens, or legal disputes, except those disclosed in Exhibit B.

• There are no known environmental issues or hazards on the Property that would impair its intended use.

2. Buyer’s Representations

The Buyer warrants that:

• It has the financial capability to complete the purchase.

• The Property is being purchased for lawful business purposes, including potential development.

• The Buyer has completed or will complete all due diligence investigations prior to closing.

VII. Default and Remedies

1. Buyer’s Default

If the Buyer defaults under this Agreement by failing to make the required payment or perform its obligations, the Seller may terminate the Agreement and retain the earnest money deposit as liquidated damages.

2. Seller’s Default

If the Seller defaults under this Agreement by failing to convey clear title or fulfill other obligations, the Buyer may terminate the Agreement and recover the Deposit or seek legal remedies.

VIII. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona. Any disputes arising from or relating to this Agreement shall be resolved in the courts located within Arizona.

IX. Miscellaneous

1. Entire Agreement

This Agreement, along with any attachments or exhibits, represents the entire understanding between the parties and supersedes all prior negotiations or agreements related to the Property.

2. Amendments

This Agreement may only be amended in writing and signed by both parties.

3. Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect.

X. Termination Conditions

This Agreement may be terminated under the following circumstances:

1. By mutual written consent of both parties.

2. By the Buyer during the due diligence period if the Property is determined to be unsuitable.

3. By the Seller if the Buyer fails to meet the financial obligations outlined herein.

XI. Signatory Section

This Agreement is executed by authorized representatives of both parties as of the date first written above.

For [Your Company Name]

Signed by: [Your Name]
Title: Chief Executive Officer
Date: January 2, 2050

For OmniTrick

Signed by: Salvador Green
Title: Chief Operations Officer
Date: January 2, 2050

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