This document sets forth (i) the terms and conditions by which Abodewell or one of our subsidiaries (individually and collectively, “Abodewell,” “we,” or “us”), will sell Property (as the term is defined herein) to Buyer, solely with respect to the condition of the Property (the “Purchase Terms”); and (ii) the terms and conditions under which Abodewell will be obligated to repurchase Buyer's Property in connection with the 30-Day Abodewell Satisfaction Guarantee (the “Abodewell Guarantee”) as set forth herein (the “Repurchase Terms” and, together with the Purchase Terms, the “Purchase & Repurchase Terms”). The Purchase & Repurchase Terms shall complement the Purchase Contract (as defined below), only to the extent stated herein. The Purchase Contract shall prevail in any situation where the Purchase & Repurchase Terms and the Purchase Contract conflict.
For the purposes of this document, the following terms are defined as such:
- “Buyer” means the Buyer, as defined in the Purchase Contract, or any person, party, entity, agent, affiliate, representative, assignee, facilitator, intermediary or accommodator related to (i) the Buyer as defined in the Purchase Contract or (ii) any transaction involving the Buyer related to the Property.
- “Closing Date” has the same meaning set forth in the Purchase Contract.
- “Material Detrimental Change” means any change or changes to the Property subsequent to the Closing Date, regardless of the cause, that, taken individually or together, materially impact the Property’s value or habitability, as determined in our reasonable, good faith sole discretion, including, but not limited to:
- damage to the Property beyond normal wear and tear (whether caused by the Buyer, third-party or any other cause);
- removal or modification of any major fixtures;
- effects of acts of God (e.g., flood, fire, earthquake, epidemics)
- effects of disturbances such as war, civil disturbances, riots or terrorism;
- casualty loss;
- a stock market decline represented by a ten (10) percent or greater annualized decline in the S&P 500 Index measured over the thirty (30) days following the Closing Date;
- a housing market decline represented by a five (5) percent or greater annualized decline in the seasonally adjusted Case-Shiller Home Price Index for the region in which the Property is located measured over the most recent month for which the index is available; or
- an insolvency event or filing of bankruptcy by Buyer, or any related or parent company thereof.
- “Move Out Deadline” has the meaning set out in these Purchase & Repurchase Terms.
- “Property” has the same meaning forth in the Purchase Contract.
- “Purchase Contract” refers to the agreement executed (and as may have been amended, supplemented, restated or otherwise modified from time to time and including any addenda thereto) between one of Abodewell’s direct or indirect subsidiaries as the “Seller” and another person or entity as “Buyer,” as the terms are defined in the most recently adopted version of the Texas Real Estate Commission’s One to Four Family Residential Contract (Resale) form or Texas Real Estate Commission Residential Condominium Contract (Resale) form, as applicable.
- “Sales Price” has the same meaning forth in the Purchase Contract.
- “Seller” has the same meaning forth in the Purchase Contract.
Seller and Buyer agree that the Property is being sold “as is” except as may be otherwise indicated in the Purchase Contract. Buyer acknowledges that Seller has not inhabited the property at any time and Seller makes no warranty to Buyer, either express or implied, as to the condition of the Property, including, but not limited to, any repairs conducted or completed by Seller or its agents, and Buyer waives any and all express or implied warranties regarding the same to the fullest extent allowable by law. This Section survives closing and does not merge into the deed delivered by Seller at closing.
- REPAIRS: Upon request, Seller is able to provide Buyer with a summary of repairs that Seller has had performed on the Property. As Seller has never resided on or at the Property, and all repairs have been performed by third parties, Seller makes no representation or warranty with respect to any repairs performed on the Property beyond what is mandated by applicable law. Any reliance by Buyer on any of the aforementioned documents shall be at its own risk.
- AS-IS CONVEYANCE: Seller has provided Buyer with an opportunity to inspect the Property and Buyer acknowledges that it is wholly responsible for assessing Property’s condition and quality unless otherwise stated in the Purchase Contract. Buyer further recognizes the Seller has not inhabited or otherwise resided in the Property and has limited knowledge thereof.
- ACKNOWLEDGEMENTS AND DISCLAIMERS. To the maximum extent permitted by law in the applicable jurisdiction identified in the Purchase Contract:
- THE PARTIES ACKNOWLEDGE THAT THESE PROVISIONS WERE FREELY NEGOTIATED AND ARE PARAMOUNT TO THE AGREEMENT BETWEEN BUYER AND SELLER.
- BUYER ACKNOWLEDGES THAT BUYER IS ACQUIRING THE PROPERTY ON AN “AS IS, WHERE IS AND WITH ALL FAULTS BASIS” WITHOUT PROMISES, REPRESENTATIONS, COVENANTS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND RELATING TO THE PROPERTY’S CONDITION, QUALITY OR VALUE, THE PROPERTY’S CONFORMANCE WITH APPLICABLE LAW, THE EXISTENCE OF HAZARDOUS SUBSTANCES IN, ON OR BENEATH THE PROPERTY, OR EXPENSES ASSOCIATED WITH THE PROPERTY.
- BUYER WAIVES ANY IMPLIED WARRANTY AS TO HABITABILITY OF THE PROPERTY.
- BUYER WAIVES ANY WARRANTIES REGARDING THE QUALITY OF ANY ALTERATIONS OR REPAIRS TO THE PROPERTY.
- BUYER AGREES TO INSPECT AND EXAMINE THE PROPERTY AND THE PROPERTY’S CONDITION TO THE EXTENT DETERMINED NECESSARY BY BUYER. BUYER ACKNOWLEDGES IT ASSUMES ALL ADVERSE RISK AT CLOSING, SUCH AS ENVIRONMENTAL AND PHYSICAL CONDITIONS THAT WERE NOT DISCOVERED THROUGH BUYER’S INSPECTION OR EXAMINATION.
- UNLESS OTHERWISE STATED IN THE PURCHASE CONTRACT, BUYER ACKNOWLEDGES IT IS NOT RELYING ON THE CORRECTNESS OF OR THOROUGHNESS OF ANY STATEMENT, REPRESENTATION, ADVERTISEMENT, BROCHURE, RENDERING, PROMISE, CLAIM, ASSERTION, OR OTHER INFORMATION PROVIDED BY OR ATTRIBUTABLE TO SELLER OR SELLER’S SUBSIDIARES, AGENTS, AFFILIATES, REPRESENTATIVES OR EMPLOYEES IN RELATION TO THE PROPERTY, AND ANY SUCH RELIANCE BY THE BORROWER IS EXPRESSLY DISCLAIMED.
- BUYER DISCLAIMS ANY DUTY FOR SELLER OR SELLER’S SUBSIDIARIES, AGENTS, AFFILIATES, REPRESENTATIVES OR EMPLOYEES TO MAKE DISCLOSURES.
- BUYER DISCLAIMS ANY RELIANCE ON THE SILENCE OF, OR ALLEGED FAILURE TO DISCLOSE BY, SELLER OR SELLER’S SUBSIDIARIES, AGENTS, AFFILIATES, REPRESENTATIVES OR EMPLOYEES.
- BUYER ACKNOWLEDGES THAT IT HAS RETAINED COUNSEL, OR OTHERWISE HAS CHOSEN BY ITS’S OWN VOLITION NOT TO RETAIN COUNSEL, DESPITE AMPLE OPPORTUNITY TO DO SO, AND INSTEAD HAS CHOSEN TO RELY ON ITS OWN EXPERTISE AND ITS INDEPENDENT JUDGMENT (OR THAT OF ITS AGENTS, IF ANY) IN ENTERING INTO THE PURCHASE CONTRACT AND PURCHASING THE PROPERTY.
- Our obligation to repurchase the Property pursuant to these Repurchase Terms only arises if ALL of the following conditions are satisfied:
- Buyer must send an email to email@example.com by 11:59 P.M. Central Time on the date thirty (30) days after the Closing Date. The email must contain the following information, at a minimum:
- The Property’s address.
- The Closing Date.
- An express written statement that Buyer is requesting Seller repurchase the Property pursuant to the Abodewell Guarantee because the property fails to meet the needs of Buyer.
- A date no later than forty-five (45) days after the Closing Date by which Buyer is willing to completely vacate the Property (the “Move-Out Deadline”).
- Buyer has never previously taken advantage of the Abodewell Guarantee for another property.
- The Property served as Buyer’s primary residence, and Buyer has moved into and resided at the Property since the Closing Date.
- Buyer has not listed the Property for sale, rent, lease or sub-lease through any venue in any medium (including, but not limited to, the MLS, Zillow, Redfin, Craigslist, Airbnb or any other online service) or retained any agent to do the same on its behalf at any time after the Closing Date.
- The Property has experienced no Material Detrimental Change following the Closing Date. Buyer agrees to allow Abodewell and/or Abodewell’s agents or employees to inspect the Property, at Buyer’s reasonable convenience, within ten (10) days of Abodewell receiving notice of Buyer’s desire to exercise its rights under the Abodewell Guarantee in order to determine whether a Material Detrimental Change has occurred. Furthermore, Abodewell will be under no obligation to repurchase the Property pursuant to the Abodewell Guarantee if it learns of the occurrence of a Material Detrimental Change that occurs after it inspects the Property but prior to the closing of its repurchase of the Property.
- Buyer successfully and completely vacates the Property by the Move-Out Deadline.
- Buyer has provided proof to Abodewell that it has obtained a homeowner’s insurance policy on the Property with an effective date as of the Closing Date and ensures that such policy is in effect until the closing of Abodewell’s repurchase of the Property pursuant to the Abodewell Guarantee.
- Title to the Property has not transferred or changed subsequent to the Closing Date and there is no cloud existing on the title other than those solely caused by the actions of Abodewell.
- All liens and monetary encumbrances on the Property will be paid in full by Buyer from the proceeds that Buyer receives from Abodewell’s repurchase of the Property.
- If the conditions in Section IV(a) are met, Abodewell will repurchase the Property pursuant to the Abodewell’s standard Repurchase Agreement, the form of which will be provided to Buyer, for the Sales Price less certain costs set forth in this paragraph, including any costs associated with repairing any damages to the Property that are present at the time of the repurchase, except for normal wear and tear. In determining what is not considered normal wear and tear, Buyer agrees that it will be responsible for bearing the cost for any of the types of repairs set out under the headings of “Seller repair concessions cover” on the Abodewell Repairs Page (accessible at https://www.abodewell.com/repairs) and that the need for such repairs will be determined by an estimator hired by Abodewell, in its sole discretion, regardless of whether Abodewell can definitively prove Buyer caused the conditions necessitating such repairs. If Buyer does not agree to bear the cost of such repairs as estimated by Abodewell’s estimator, then Abodewell will no longer be required to repurchase the Property pursuant to the Abodewell Guarantee. Abodewell also reserves the right to be represented by a real estate brokerage of its choice during the repurchase transaction and execution of the Repurchase Agreement, and Buyer agrees to pay for standard brokerage fees incurred by Abodewell in connection therewith, including, but not limited to, any brokerage commissions.
Updates to the Purchase & Repurchase Terms may be made from time to time, and without notice to you, though the date of the last update will be indicated at the bottom of this page. The governing Purchase & Repurchase Terms will be those in effect at the time the Purchase Contract is executed by both parties. We recommend that you review the Purchase & Repurchase Terms on the date Purchase Contract is executed and that you save or print a copy for your records.
- Time is of the Essence. Buyer shall be aware that time is of the essence with respect to the Repurchase Terms and that failure to complete any requisite actions within the time frame set forth therein will result in a forfeiture of its ability to exercise any rights under the Abodewell Guarantee.
- Assignment. Any rights granted under the Purchase & Repurchase Terms, are non-transferrable and may not be assigned by Buyer, but may be assigned freely by Abodewell. All other transfers and assignments are invalid with the consent of Abodewell.
- No Waiver. Abodewell's of any individual term of these Purchase & Repurchase Terms shall not be construed as a further or continuing waiver of such term or any other term, and Abodewell’s failure to assert any right or provision under these Purchase & Repurchase Terms shall not constitute a waiver of such right or provision either currently or in the future.
- Titles and Headings. Titles and headings used in this document are strictly for benefit to the reader and shall not be used to interpret the provisions herein.
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Last Updated: March 8th, 2018