Moselle Property Sale Contract
Moselle Property Sale Contract
Moselle Property Sale Contract
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(2) The balance due wj~ sum ofSJ,850,000.00 unto the Seller on the
ea·
Contract Purchase Price after subtnictiJ ~ Buyers' earnest moocy deposit in the amount of
$50,000.00 from the Contract Purchase ·ce i f$3
5; ,000.00 , togechcr and along wilh all ofthe
Buye,s' closing costs and fees and settlea.ent o and owina bcrcin, shall bo p1id into tho
Roal Escate Trust Account of the Buyers' desi and Settlemont Agent
herein by the uadersianed Buyen and/or the Buyers' n or before the Closing hereof in
certified funds that are the equivalent of cas'.h by either ) or by Bank Money
Order(s) or Cashier Check(s). ~ ~
3. Title Iggryq ~
The Buyers shall, at Buyen' sole cost·:and expense, obtain and
commitment and binder (the "Commitment"} within Ninety (90) days of the E.ff...,i/lv#l~
Buyers' Attorney, indicating that at Closing such_title Insurance company will issu
Insurance Policy at standard rates in favor of Buyer in tho amount of the Purchase
marketable title to tho Property, free and clear of encroachments, liCRS, encumbrances and
and subject only to zoning restrictions of rc:a>rd, and taxes not yet due and payable (the "'l',,rnulllwt
Exceptions"). The Owner's Title Insurance Policy shall be Issued Immediately upon the closing. showing
and reflecting and indiClling good and clear and marketable and insurable fee.simple title to be duly and
properly vested In tho Buyers. Tho Buyers shall pey the premium for the owner's title insurance policy.
If such title insurance commitment discloses defects in tide. the Buyers shall notify Seller in
writing and Seller at its election may remedy such defects in title within Thirty (30) days of said notice. If
Seller elects not to remedy such defect, the Deposit shall be returned to Buyesr and this Contract shall be
null and void. If Seller elects to remedy such defect but cannot remedy such deiects In title, on or before
the date set forth in this Contract for Closing. The Buyers may take ooe or fflORl of the following actions:
(a) Grant the Seller additional time to remedy such defects, thereby extending the Closing date;
(b) Complete the purchase and accept sucli title as Seller Is able to convey, unless such defects
are delinquent real esta1e taxes or assessments, liens, ascertainable amount placed apinst the Property, in
which case that amount may be deducted from the Purchase Price and paid at Closing to remove such
defect; or '
(c) Declare this Contract null and void upon written notice to Seller, in which event the Earnest
Money Deposit shall be refunded to Buyers. Upon making such refund, this Contract shall be deemed
;,tc~cd and neither party shall have any further claim against the other by reason hereof.
\.;gl~
~
personal
makes
i,. and
the following representations and warranties, to the best of the SelleJ's own
Information and belief.
(b) The Seller will app · ion the Colleton County Probate Court for the entry of
an Order approving and au1horizing the ,..,,,- - ,.fer and conveyance of the Property to the Buyers on
and In accordance with the tenns and conditio tained within this Real Estate Purchase Contract. The
Seller shall transfer and convey the - foe-sim e absolute unto the Buyers by a recordable
Limited Warranty Deed, with good and clear and Insurable title to the Property 10 be
transferred and con~d to such Buyers free ud clear ll'lY. I liens and encumbrances thereon and
title clouds and dofeas in reprd thereto, or any other ·ons unless otherwise stated in this
Contl'IKltor agreed to by the Buyers after review ofithe Title
(d) The Seller hereby expressly discloses unto the Buyers that the Estate of [(-..~
Kennedy Branstetter Murdaugh is now being administered with the Colleton County Probate ~ -
Estate Caso File No. 2021-ES- IS-347, and with Ancillary Proceeding, foe such Estate being filed with the
Hampton County Problltll Court at Estate Case File No. 2022-BS-2S-00083, and with the Colleton County
Probate Court haviogjurisdiction over the sale of die Property sioce it was owned in fee.simple absolute
by the Decedent, Margaret Kennedy Branstetter Murdaugh, as the time of her testate death on 6f7/2021 ;
and tho Seller also hereby discloses unto the Buyen that a total of eleven (11) Creditor Claims have been
filed and are oow pending against the Estate of Margaret Kennedy Branstetter Murdaugh in tho Colletoo
Couty Probate Court at Eslate Case File No. 202f-BS-15-347 by the Creditors being named and l.isted, as
follows: Lal111l Jones and Company, LLC (Unpaid hrterior Decorating Bill for the "Edisto Beach
Property"); Renee S. Beach, as the Personal Repn:,entative of the Estate of Mallory Beadt (Wrongful
Death Claim arising from Boating Accident); Miley Altman (Bodily Injury Claim arising from Boating
Accident); Morpn Doughty (Bodily Injury Claim arisi,. from Boating Accident); Ascension Point
Recovery (Two/2 Claims filed for Amazon Store Card and for Belks Reward Master Card); Palmetto
State Bank (fbrtt/3 Claims filed as to two (2) unpaid Real Estate Mortgages eacumbering the "Moselle
Property" ud as to one (I) tmpaid Note and Real Estate Mortgage encumbering the "Edisto Beach
Property"); Creditor Claim filed on 6/6'2022 ·by' the Court Appointed Receivers in Wroogful Death
Lawsuit filed by Rcnu S. Beach as the Periona.l Representative of the Estate of Mallo,y Beach
(Fraudulent Conveyance/Statute of Elizabeth Claim as-inst the "Moselle Property"); and Creditor Claim
filed on 6'1/201.2 by John Marvin Murdaugh (Reimbursement for Estate debts and expenses personally
paid and advanc:ed out of pocket by John MIIVin Mumlaugh). The statutoiy deadline for tiling Creditor
against the Estate of Margaret Kennedy Branstetter Murdaugh ended and expired on June 7, 2022
p.m. which was one (I) year after the death of such Deccdellt on June 7, 2021.
~~ Der has received no notice of any violations ohoning, building, fire, safety or
healt~ / T:. "ect to the Property.
(f) :he fhas no knowledge of any public improvements mado or to be mado, which
would result in ents against the Property.
(g) The ller~ ~ owledge of Ill)' private improvements which have been made on the
Property which would or ~ d- • any mechanic's lien against the Property.
(i) The Seller has not ent~ ~y~ transaction for tho sale or lease of the Property.
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(j) The Seller has received no n of envi mental violations affecting the Property. To
the best ofSollct's knowledge, Seller and the pliance with all applicable federal, atate
and local laws, adminiatrative rulinp, regulations gu 11pprovals relating to the protection of
the environment.
The representations and warranties contained herein shall be effective as of the EtTectiv~ te ~
and as of Closing and shall survive Closing. The Seller shall indemnify and hold Buyer harmless from
any cost, damages or liabilities, including reasonable attomoy's fees arising out of or in any way related to
.
breach of any representation and Wlffllnty conrained herein.
s. Closing
The Closing herein shall occur and take place at the Law Offices of the Buyers' designated
Closing Attorney and Scttlemcnt Agent herein or, at such other place and location as the tl'ldersigned
parties hereto may hereafter anange and agree upon either on or before one hundred twenty (120) days
from the effective date of the within Real Estate Purchase Contract or within Sixty (60) days after this
Real Estate Purchase Contract and the contemplated sale thereunder of the above-described subject real
estate known as the "Moselle Property" is approved by the entry an Order Approving Sale of Real Estate
issued by the Colleton County Probate Court, witti such closing deadline to be determined by and based
on whicheva- of the aforesaid closing even1s oc:cta'S the la!est If lhe date of the deadline for the Closing
of this Real Estate Purchase Contragt should falf oh a legal holiday oc on a weekend, then in such event,
the closing deadline date shall be automatically extended to the next business day after the legal holiday
or weekend day. The Closing Deadline date may be exlellded hereafter by the mutual written agreement
and consent of the Seller and the within Buyers ~ -·shown and reflec1ed by a written Addendum to this
Contract properly executed by al I undersigned parties hereto.
.A ,; Ycem 1n Im,ct
, V~
Bu~~
The Seller, from the Effective ~ until the Closing Date, does hereby grant to the
employees, contnctors and representatives, the right and license to go upon the
Property to · the same. Inspections shall be made at Buyers' sole cost and expense, and at Buyer's
sole di ~ ay i ude topographical surveys, test borings, percolation tests, environmental tests,
m
inspections, soil and any other tests or investigatioos which will assist the Buyers in decennining
whether the Property su ~ · e for Buyers' purpos.es and whctha- any adverse environmenllll conditions
exist on the Property. Th shall be left in the same condition as it was prior to such testing.
boring.,, and/or surveyin shall indemnify the Seller for any damage caused by the Buyers
and/or their agents, empl or representative in petforming such due diligence.
(b} The Buyers shall • .(90) days from the Effective Date (the "Due Diligence
. :sf. . ·-..,,"'--
Period"} to make its investigations o l""ll1e..o11'1'1 • Buyas' failure to terminate the Contract prior to
expiration of the Due Diligence Period shall t,y,~ ned a waiver by tbe Buyers of their right to tenninate
...
retain""""'- u,.,,-
any experts .,...
oc consultants needed in co · · investigations of the Property and will ~
proceed diligently to complete its evaluation.· ln e of the discovery of any quantity of
contaminants or other adverse conditions on the ·ve of the source, or if the Buyers
detennine, foe any reason or no reason. in Buyers' sole and I d' · n, that the Property is not
suitable for Buyers' purposes, then the Buyers may;-upon writtlll,llll8i~ro Iler, tenninatB this Contract,
in which event the Deposit, toge1het with any interest earned tbelreol'l shall.'bii'-"etJUN~ to the Buyers, and
Seller shall have no further claim or demand against Boyer by reason MW&mi ·on.
7. ManagemeatPendingl12rin '/J ,A
The Seller shall be responsll>le from the ~~ective Date until the Closi~ ~ ~ing:
(c} Not to enter into any renewal or new lease without Buyer's consent, except within
parameters specified within this Contract. ·
(d) Not to enter into anyconlract or agreement that would en«:umber the Property after
Closing without Buyer's consent
(e} To advise the Buyers of any actions or claims oonceming the Property.
8. Copyeyuce
The Seller shall convey the Property by transferable aod recordable Limited Warranty Deed. with
the Property being transferred me aod clear of-~y and all licm and encumbrances thereon, save and
except for the Permitted Bxccptions, or as agreed to- by Buyer after review of the 1itlc Commitment.
Limited Warranty Deed. or its eqilivaleot., executed, acknowledged and delivered by the
the Buyers at Closing conveying title to the Property;
10. CIOlintlCom
At closing, the Seller shall prl!llp~ real esta.te taxes for the property and pay all
11. ~ ''A 1
Ir the Seller tails or refuses to consummate the sale of the Property pursuant to
any ~ the Buyers mey (i) temaioa&e the Contr:act upoo written notice to the Seller and escrow~
thi;cJ{ct~ --
and be entided to a refund of all moneys paid undet this contract or (ii} seek specific performance of this
Contract es Buyer's solo n,medies. If the Buyers fail or n:fusc to consu111mate the purchase of the Property
pursuant to this Cootract for any reason, other than a permitted reason within this Contract., Seller, as
Seller's sole and exclusive remedy, may declare this Contract cancelled in which event the Deposit shall
be paid 10 the Seller as full liquidaled damages and! not 115 a penalty, it being agreed that Seller's damages
would be difftcUlt or impossible to asccnain. In any litigation to enforce the terms and provisions of this
oootract., the pn,vailing party shall be entitled to recover reasonable attorney fees and costs.
12. &!im
All notices related to this transaction .shall be deemed to be effective when mailed, poslage
prepaid, by United States, certified mail, return f?ipt request.eel, to the addresses listed on page one of
· this agreement ' ··
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/ "' Eltr. .rlt, SC 29181
A:/~to2"::.,_
'2992'
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13. Brokerage
The Seller and the Beyers W¥ fflillllCI,
any realtor or broker other than Crofhf~ K<
and the Buyers will indemnify and
--nt to each olher lhat no fee or commission is due to
y, Inc. who is to be paid by the Seller, and the Seller
....,,i, .....,. harmless from any other such broker's fee or
0.
Cfflllll.iui011 which Ibey may have cootracted •
This Agreement consists of these tyj,e_written pages and Exhibits incorporated by reference
herein. There are no other Agteernents, cond.itioos or 1111demandings between the parties. All
understaudings and agreements heretofore have·. been merged into this Contract, which fully and
completely expresses the Concract of the parties.
Llke-Kipd fsr!teer;
Prior to or simultaneously with the Closing heRof, the Seller or the Buyers may wish to execute
an assignment and transfer or either party's interest jn this Contract and the Property to a third party for
the purpose of effectuating an exchange of the Propen:y for other Liu-kind Property. Each undersigned
party hemo hereby agrees to cooperate with the odler in this ex.change of the Property for other like-kind
Property. Each \Uldersigned party hereto hereby agr:ees to coopeme io this exchange, provided the third
party Assignee of either party's interest shaU perform that parties obligatioos with respect to the
a
conveyance of the Property, and further provided tbtt said exchange shall in no way cause any expense to
_A ~ party which that party would not have ! ~ had said exchaage not taken place.
, Iv 'or Perforaance.
period by which aoy right, option or election provided under this Conttact must be
exercised, ich any act reqllited herwnder must be performed, or by which the Closing must be
held, exp~· ,Sunday or legal or bank holiday, then such time period shall be automatically
extended throu of business on the next regularly scheduled bush- day.
28. . ..
The terms and conditin,T,;'6fflli& Estate Purchase Contract shall survive the passage of title and
shall not be merged with the ex ing of the Limiled Wananty Deed transferring and
conveying the above-described subj 'kitown as the "Moselle Property" lo the Buyers.
21. Asslgg•ts r/
a
This Real Estate Purchase Contract ma~ ~ assigned in whole or in pert by either
the Buyers or the Seller witbout the written conse!ll · ion of all of the other undersigned parties
hereto.~
22
• : ~~:r:I bear all risk of loss until the Closing. In dui ~ ·or to the Closing, the
improvements or property are damaged by fire or other casualty of any ~ • The Seller
shall promptly give the Buyers written notice thereof, and the Buyers may e · e i this contract or
proceed with a commemurate reduction in the amomt of the purchase price. at
24. Co•terparts. • .• / T
Thls Contract may be executed in seven! counterparts, each of which may be deemed an
original, and all of such counterparts togJ:ther shall constitute one and the same aw-nent
25. Captlom,
All captions, headings, paragraph and subparagJllPh numbets and letters are solely for reference
purposes and shall not be deemed to be supplementing. limiting, or otherwise VBJYing the text or
this
Contract.
26. §e!erahllty. j
The invalidity or unenforceability of a putieuJar provision of this Contract shall not affect the
other provisions hcreo.f, and this Contract shall be construed iQ all respects as if such invalid or
unenforceable provision were omitted.
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