Open an Order - Sales

PURCHASE AND SALES AGREEMENT FOR VACATION OWNERSHIP INTEREST AND JOINT ESCROW INSTRUCTIONS

Buyer, Seller and Resort Information

The information gathered in these screens will be used to complete the information required on the agreement. Once the information has been completed by the Seller, a confirmation e-mail will be sent to the Purchaser. The Purchaser will be given a link to review this form and add required Purchaser information. Collectively, information entered by both Seller and Purchaser creates a Purchase and Sales Agreement between said parties.

Please review this information carefully.
Date: June 25, 2018

Seller Information

* Required

Spouse Information

* Required

Buyer Information

* Required

Resort Information

* Required



Payment and Escrow

* Required
$
$

Per First American Title Ins. Co., Buyer must submit a minimum deposit of $500 (but not to exceed $2000) via credit card at the time Buyer submits online Purchase & Sale Agreement. If total deposit requested by Seller is in excess of deposit made by Buyer via credit card upon submitting Purchase & Sale Agreement, additional payment instructions will be given by First American Title Ins. Co.

Buyer will deposit the balance of the purchase price in escrow at least five business days preceding the Close of Escrow.

Please allow a minimum of 30 days; Escrow will close as soon as Escrow Agent is in receipt of all required documentation from the Resort and the Buyer and Seller have performed under the contract; if the closing is expected to take place substantially longer than the scheduled closing date, Escrow Agent will notify the parties.

Escrow will open within two business days after the execution of this Agreement by Buyer and Seller

Resort Documents

* Required

Seller has delivered to Buyer and Buyer has reviewed and approved copies of the following documents related to the Vacation Ownership Interest:

Resort Assessments

$

Interval Property Taxes

The county tax assessor may individually tax the Interval. If property taxes are assessed separately the following shall apply:

Escrow Holder is directed to:

Allocation of Fees, Costs, Charges & Taxes

Please indicate below which party will be responsible for each of the fees below.
* Required

Any miscellaneous costs and expenses not specifically allocated in this Agreement shall be allocated between the Parties in accordance with the standard practice for such allocations in the area in which the Resort is located as reasonably determined by Escrow Holder.

Damages and Arbitrations

This section deals with the legal rights between the parties.

Liquidated Damages are provided for should the purchaser decide to cancel this contract outside of the state prescribed rescission period.

Arbitration is a legal proceeding. It allows the parties to a transaction to negotiate any legal differences without a court trial.

Note: Please print this contract for your records.

Liquidated Damages

THE PARTIES AGREE THAT ANY DISPUTE OR CLAIM ARISING UNDER THIS AGREEMENT, WHETHER IN LAW OR EQUITY, SHALL BE DECIDED BY NEUTRAL, BINDING ARBITRATION. UNLESS THE PARTIES OTHERWISE AGREE IN WRITING THE ARBITRATOR SHALL BE AN ATTORNEY OR A RETIRED JUDGE WHO HAS AT LEAST 5 YEARS EXPERIENCE IN REAL ESTATE LAW. THE ARBITRATOR SHALL CONDUCT SUCH ARBITRATION PROCEEDING IN ACCORDANCE WITH THE APPLICABLE PROVISIONS OF CALIFORNIA CODE OF CIVIL PROCEDURE PART III, TITLE 9, AND SHALL RENDER THE AWARD OR DECISION IN ACCORDANCE WITH SUBSTANTIVE CALIFORNIA LAW. JUDGMENT ON THE ARBITRATOR'S AWARD MAY BE ENTERED IN ANY COURT HAVING JURISDICTION. THE PARTIES SHALL HAVE THE RIGHT TO DISCOVERY IN ACCORDANCE WITH CALIFORNIA CODE OF CIVIL PROCEDURE 1283.05.

Arbitration

Arbitration Agreement
THE PARTIES AGREE THAT ANY DISPUTE OR CLAIM ARISING UNDER THIS AGREEMENT, WHETHER IN LAW OR EQUITY, SHALL BE DECIDED BY NEUTRAL, BINDING ARBITRATION. UNLESS THE PARTIES OTHERWISE AGREE IN WRITING, THE ARBITRATOR SHALL BE AN ATTORNEY OR A RETIRED JUDGE WHO HAS AT LEAST 5 YEARS EXPERIENCE IN REAL ESTATE LAW. THE ARBITRATOR SHALL CONDUCT SUCH ARBITRATION PROCEEDING IN ACCORDANCE WITH THE APPLICABLE PROVISIONS OF CALIFORNIA CODE OF CIVIL PROCEDURE PART III, TITLE 9, AND SHALL RENDER THE AWARD OR DECISION IN ACCORDANCE WITH SUBSTANTIVE CALIFORNIA LAW. JUDGMENT ON THE ARBITRATOR'S AWARD MAY BE ENTERED IN ANY COURT HAVING JURISDICTION. THE PARTIES SHALL HAVE THE RIGHT TO DISCOVERY IN ACCORDANCE WITH CALIFORNIA CODE OF CIVIL PROCEDURE 1283.05.

Statutory Notice Language
"NOTICE: BY INITIALING IN THE SPACE BELOW, YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE 'ARBITRATION OF DISPUTES' PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY INITIALING IN THE SPACE BELOW, YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THE 'ARBITRATION OF DISPUTES' PROVISION. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY." "WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THE 'ARBITRATION OF DISPUTES' PROVISION TO NEUTRAL ARBITRATION."

Authorization and Release

The Seller must authorize us to communicate with the home owner's association. Depending upon the resort, we may also require this form to be submitted with a signature.

The Seller must complete this form.

Date: June 25, 2018

Seller's Limited Authorization & Release

* Required

The undersigned seller(s) hereby represent that they are the current owners of the above referenced timeshare interval at

The undersigned seller(s) hereby represent that they are the current owners of the above referenced timeshare interval at

Seller(s) hereby authorize the management company currently managing the above named resort, to furnish any and all information regarding my interval to First American Title for use with the above referenced escrow. This includes the status of current years maintenance dues, prior years maintenance dues, outstanding late fees, if any, and information regarding any reservations made by seller(s) for the current or future use years.

Summary

Information in bold are items that you entered in the previous steps. If you find an error click on the item, or navigate back to the step and make the change.

Note: Please print this contract for your records.

Seller
First Name
 
Middle Name
 
Last Name
 
Spouse First Name
 
Spouse Middle Name
 
Spouse Last Name
 
Address
 
City
 
State
 
Other
 
Zipcode
 
Country
UNITED STATES
Phone
 
Email
 
Buyer
First Name
Middle Name
Last Name
Phone
Email
HOA Information
Interval Number
Resort Name
Contract No.
Management Company

This Purchase and Sale Agreement for Vacation Ownership Interest and Joint Escrow Instructions (this "Agreement") is made June 25, 2018 by and between ("Seller") and ("Buyer"). Buyer and Seller are sometimes hereinafter individually referred to as a "party" and jointly as the "Parties."

Purchase and Sale Agreement
for Vacation Ownership Interest And Joint Escrow Instructions

RECITALS
A.

Seller is the owner of that certain vacation ownership interest as identified on Exhibit "A" attached hereto and incorporated herein by reference ("Vacation Ownership Interest"), which interval is generally described as Interval No:. The Vacation Ownership Interest is a part of that certain project commonly known as (the "Resort") which is located in the City of , state/province/region of located in the Country of UNITED STATES. Seller represents that the Vacation Ownership Interest has the following features:

Unit Type
 
Duration
 
Additional Duration information
 
Season
 
Number of Points
 
Fixed Week
 
Fixed Unit
 
The first year the buyer has rights to reserve the property
 

B.
Seller desires to sell and Buyer desires to buy the Vacation Ownership Interest on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, incorporating the foregoing recitals and in consideration thereof and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree to the following terms, covenants and conditions:

AGREEMENT

1. Purchase and Sale of Vacation Ownership Interest

Subject to all of the terms, conditions and provisions of this Agreement, and for the consideration herein set forth, Seller hereby agrees to sell to Buyer and Buyer hereby agrees to purchase from Seller the Vacation Ownership Interest

2. PURCHASE PRICE
2.1. Amount of Purchase Price.

The purchase price for the Vacation Ownership Interest is (the "Purchase Price").

2.2. Payment of Purchase Price.

The Purchase Price shall be paid as follows:

(a) Concurrently with the Opening of Escrow (as defined in Section 3.1 below) , Buyer shall deposit in Escrow in good funds the sum of (the "Deposit").

(b) At least five (5) business day(s) preceding the Close of Escrow, Buyer shall deposit in Escrow the balance of the Purchase Price in good funds.

"Good funds" means cash, a wire transfer of funds, or a cashier's or certified check drawn on or issued by the offices of a financial institution located in the State of California.

3. Opening Escrow and Closing Date
3.1. Opening of Escrow.

At least ten (10) business days prior to the Close of Escrow, Buyer shall notify Escrow Holder in writing as to the manner in which title to the Vacation Ownership Interest shall be vested, unless Buyer had provided vesting instructions herewith.

3.2. Close of Escrow.

Escrow shall close on or after . Escrow may close earlier if all conditions have been satisfied and the Parties so agree in a written direction delivered to Escrow Holder ("Close of Escrow"). Escrow shall be deemed closed upon the recordation of the Grant Deed (as defined in Section 7) transferring the Vacation Ownership Interest from Seller to Buyer.

4. Title Vesting And Title Insurance Policy.
4.1. Title Vesting.

At least ten (10) business days prior to the Close of Escrow, Buyer shall notify Escrow Holder in writing as to the manner in which title to the Vacation Ownership Interest shall be vested, unless Buyer had provided vesting instructions herewith.

4.2. Title Insurance Policy.

Escrow Holder shall cause to be issued and deliver to Buyer as of the Close of Escrow, a Vacation Ownership Policy of Title Insurance (ALTA Owners Policy of Title Insurance) (the "Title Policy") issued by First American Title Insurance Company ("Title Company") with liability in the amount of the Purchase Price covering the Vacation Ownership Interest and showing title vested as directed by Buyer, free of encumbrances, except:

(a) Non-delinquent real and personal property taxes and assessments;

(b) The declaration of covenants, conditions, and restrictions for the Vacation Ownership Interest of record;

(c) Any other covenants, conditions, restrictions, easements, rights and right of way to record; and

(d) Any deed of trust or lien caused by Buyer.

5. Resort documents and Assessments.
5.1. Resort Documents Deliver and Approval.

Seller has delivered to Buyer and Buyer has reviewed and approved copies of the following documents related to the Vacation Ownership Interest (the "Resort Documents"):

5.2. Resort Assessments.

Pursuant to the Resort Documents, Buyer is required to pay a regular annual maintenance fee assessment to the Resort association applicable to the Vacation Ownership Interest. As of the date of this Agreement, the current annual maintenance fee assessment applicable to the Vacation Ownership Interest is

5.3. Interval Property Taxes.

The county tax assessor may individually tax the interval. If property taxes are assessed separately the following shall apply:

5.4. Resort Disclosures

(a) If the Resort documents prohibit the user of the Vacation Ownership Interest as an interval for rental pool purposes, Buyer understands and agrees that he/she is purchasing the Vacation Ownership Interest only for personal use and not any other purpose and covenants and agrees that that the Vacation Ownership Interest will not be placed in any rental pool or with any rental agency.

(b) If the Vacation Ownership Interest consists of more than one (1) time interval pursuant to the Resort Documents, the Vacation Ownership Interest may be subject to multiple assessments.

(c) No federal or state agency nor has either Escrow Holder or Title Company made any recommendation or endorsement of the Vacation Ownership Interest.

(d) Buyer should directly contact the Resort to understand the terms, conditions and obligations related to the Vacation Ownership Interest.

(e) Neither Buyer nor any person or entity related to Buyer owns more than ten (10) vacation ownership interested in the Resort.

(f) Buyer understands that the Resort association may require that the regular annual maintenance fee assessment be paid in one lump sum or in periodic installments.

(g) Buyer understands that the Vacation Ownership Interest does not automatically come with any exchange program membership. If Buyer desires to join an exchange program, Buyer will need to contact the exchange company directly.

6. Allocation of Fees, Costs, Charges & Taxes.

Costs and expense shall be allocated as follows:

Escrow Fees shall be paid by:
 
Recording Fees shall be paid by:
 
Transfer Taxes shall be paid by:
 
Homeowner Association Transfer Fees shall be paid by:
 
Homeowner Association Demand Fees shall be paid by:
 
Document Preparation Fees shall be paid by:
 
Title Insurance Fees shall be paid by:
 

Any miscellaneous costs and expenses not specifically allocated in this Agreement shall be allocated between the Parties in accordance with the standard practice for such allocations in the area in which the Resort is located as reasonably determined by Escrow Holder.

7. Execution and Delivery Of Documents And Funds.

Buyer and Seller shall each deliver any and all documents and funds reasonably required to effect the transfer of the Vacation Ownership Interest in accordance with the terms and provisions of this agreement. All funds shall be deposited in Escrow in good funds (as defined in Section 2.2 above) at least five (5) days prior to the Close of Escrow. Seller shall execute, acknowledge and deliver to Escrow Holder a deed or other applicable conveyance document in a form reasonably satisfactory to the Title Company (as defined in Section 4.2 above) which vests title in the Vacation Ownership Interest as directed by Buyer pursuant to Section 4.1 (the "Grant Deed").

8. Liquidated Damages.

(If the Parties desire that this provision be effective, they must initial this provision below.)

IF BUYER FAILS TO COMPLETE THE PURCHASE OF THE VACATION OWNERSHIP INTEREST BY REASON OF DEFAULT OF BUYER, SELLER SHALL BE RELEASED FROM ITS OBLIGATION TO SELL THAT VACATION OWNERSHIP INTEREST TO BUYER AND SELLER MAY RETAIN AS LIQUIDATED DAMAGES THE LESSER OF: (A) THE DEPOSIT IN ESCROW, OR (B) AN AMOUNT NOT TO EXCEED THREE PERCENT (3%) OF THE TOTAL PURCHASE PRICE. RELEASE OF THE FUNDS FROM ESCROW WILL REQUIRE MUTUAL SIGNED INSTRUCTIONS, A COURT ORDER OR AN ARBITRATION AWARD.

9. Arbitration of Disputes.

(If the parties desire that this provision be effective, they must show their consent by initialing where indicated at the end of this Section 9).

9.1 Arbitration Agreement.

THE PARTIES AGREE THAT ANY DISPUTE OR CLAIM ARISING UNDER THIS AGREEMENT, WHETHER IN LAW OR EQUITY, SHALL BE DECIDED BY NEUTRAL, BINDING ARBITRATION. UNLESS THE PARTIES OTHERWISE AGREE IN WRITING, THE ARBITRATOR SHALL BE AN ATTORNEY OR A RETIRED JUDGE WHO HAS AT LEAST 5 YEARS EXPERIENCE IN REAL ESTATE LAW. THE ARBITRATOR SHALL CONDUCT SUCH ARBITRATION PROCEEDING IN ACCORDANCE WITH THE APPLICABLE PROVISIONS OF CALIFORNIA CODE OF CIVIL PROCEDURE PART III, TITLE 9, AND SHALL RENDER THE AWARD OR DECISION IN ACCORDANCE WITH SUBSTANTIVE CALIFORNIA LAW. JUDGMENT ON THE ARBITRATOR'S AWARD MAY BE ENTERED IN ANY COURT HAVING JURISDICTION. THE PARTIES SHALL HAVE THE RIGHT TO DISCOVERY IN ACCORDANCE WITH CALIFORNIA CODE OF CIVIL PROCEDURE 1283.05.

9.2 Statutory Notice Language.

"NOTICE: BY INITIALING IN THE SPACE BELOW, YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE 'ARBITRATION OF DISPUTES' PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY INITIALING IN THE SPACE BELOW, YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THE 'ARBITRATION OF DISPUTES' PROVISION. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY." "WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THE 'ARBITRATION OF DISPUTES' PROVISION TO NEUTRAL ARBITRATION."

10.Escrow Provisions.
10.1 Escrow Instructions.

This Agreement, when signed by Buyer and Seller, shall constitute joint escrow instructions to Escrow Holder, and such instructions shall consist of the following Sections (or applicable portions thereof) together with any addition mutual instructions of the Parties which Escrow Holder shall use to close this transaction: Sections 1 through 7, inclusive, 10, 11, 13, 14 and 15. The terms and conditions of this Agreement not set forth in the preceding sections are additional matters for the information of Escrow Holder, but about which Escrow Holder need not be concerned. Buyer and Seller agree to Escrow Holder's standard general provisions, a copy of which are attached hereto as Exhibit "B" and incorporated herein by reference.

10.2. Copy of Agreement.

Escrow Holder is authorized by the Parties to accept and rely on a copy of this Agreement as if an original, to open escrow and for other escrow purposes.

10.3. Additional Documents.

Buyer and Seller agree to execute and deliver to Escrow Holder such additional instructions, documents and forms as reasonably necessary to complete the transaction contemplated by this Agreement.

10.4. Miscellaneous Escrow Provisions.

Escrow Holder shall deliver the Title Policy to the Buyer and request the County Recorder to mail the recorded Grant Deed to Buyer in accordance with Section 14 below provision after recordation. All funds received in this Escrow shall be deposited in one or more general escrow account of the Escrow Holder with any bank doing business in California, and may be disbursed to any other general escrow account or accounts. All disbursements shall be made by Escrow Holder's check.

10.5. Escrow Cancellation Fees.

In the event of cancellation of Escrow, Escrow Holder shall be paid a sum sufficient to pay its cancellation charges and any expenses incurred by Escrow Holder pursuant of this Agreement to the date of such cancellation ("Cancellation Charges"). Payment of the Cancellation Charges shall be the responsibility of the canceling party except as otherwise provided in this Agreement. Cancellation of Escrow shall be without prejudice to whatever legal rights Buyer or Seller may have against each other arising from the Escrow or this Agreement.

10.6. Return of Escrow Funds.

With respect to a California real property transaction, California Civil Code Section 1057.3 specifies that if the transaction is not consummated in accordance with the time specified in the real property contract, the party entitled to the deposit or other funds may make demand therefore and, except when a good faith dispute exists, if the other party fails to execute a document directing the release of funds in escrow to the party entitled thereto under the contract that party may be liable for attorney's fees as well as a penalty assessment up to One Thousand Dollars ($1,000).

11. Destruction of Resort.

If the Resort is destroyed or materially damaged prior to the Close of Escrow, then, on written demand by either Seller or Buyer, this Agreement and Escrow shall terminate and Escrow Holder shall return (a) to buyer all documents and funds deposited into Escrow by Buyer, subject to 1/2 of Cancellation Charges being retained by Escrow Holder from Buyer's funds; and (b) to Seller all documents and funds deposited into Escrow by Seller, subject to 1/2 of the Cancellation charges being retained by Escrow Holder from Seller's funds or if no funds, Seller shall pay such amount directly to Escrow Holder. After close of Escrow, all risk of loss regarding the Vacation Ownership Interest shall be the sole responsibility of Buyer.

12. Notice.

Any notices, demands or communications under this Agreement between Buyer and Seller and/or Escrow Holder shall be in writing, shall be given either by personal service, by overnight delivery, by mailing via United States mail, or email addressed to each party as set forth on the signature page of this Agreement. All notices given in accordance with the requirements in this Section shall be deemed to be received as of the earlier of: (a) actual receipt by the addressee thereof, or (b) the expiration of seventy-two (72) hours after depositing same in the United States Postal System.

13. Miscellaneous
13.1. Time of Essence

Time is of the essence in this Agreement and with respect to each covenant and condition hereof. Buyer and Seller each specifically agrees to strictly comply and perform its obligations herein in the time and manner specified and waives any and all rights to claim such compliance by mere substantial compliance with the terms of this Agreement.

13.2. Assignment.

Neither Buyer nor Seller may assign this Agreement except with the written consent of the other party.

13.3. Successors and Assigns; Covenants to Survive.

This Agreement shall be binding upon the Parties hereto and their respective heirs, representatives, transferees, successors and assigns. The covenants and agreements contained herein shall survive the Close of Escrow. The transfer by Seller of all or any part of the interest in the Vacation Ownership Interest shall not release Seller of its obligations under this Agreement

13.4. No Waiver

No delay or omission by either party in exercising any right or power under this Agreement shall impair any such right or power or be construed to be a waiver thereof. A waiver by either party of a breach of any of the covenants, agreements, restrictions, obligations or conditions of this Agreement to be performed by the other party shall not be construed as a waiver of any succeeding breach of the same or other covenants, agreements, restrictions, obligations or conditions under this Agreement. Furthermore, in order to be effective any waiver must be in writing executed by the other party.

13.5. No Third Party Beneficiaries.

This Agreement is only among Buyer, Seller and Escrow Holder and is not intended to be, nor shall it be construed as being, for the benefit of any third party.

13.6. Partial Invalidity.

If any term, provision, condition or covenant of this Agreement or the application thereof to any party or circumstance shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement, or the application of such term, provision, condition or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affect thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

13.7. Modification or Amendment.

Any alteration, change, modification or amendment of this Agreement or any documents incorporate herein, in order to become effective shall be made by written instrument executed by all Parties.

13.8. Execution in Counterpart.

This Agreement and any modification, amendment or supplement to this Agreement may be executed by the Parties in several counterparts, and as so executed, shall constitute one agreement binding on all Parties, notwithstanding that all Parties are not signatories, to the original or the same counterpart.

13.9. Attorney Fees.

In the event of any dispute between the parties hereto arising out of the subject matter of this agreement or the escrow, or in connection with the Vacation Ownership Interest, the prevailing party such action shall be entitled to have and to recover from the other party its reasonable attorney's fees an other reasonable expenses in connection with such action or proceeding in addition to its recoverable court costs.

13.10. Merger of Prior Agreements and Understandings.

This Agreement and other documents incorporated herein by reference contain the entire understanding and agreement among Buyer, Seller and Escrow Holder relating too their respective obligations regard the Vacation Ownership Interest and all prior or contemporaneous agreements, understandings, representations and statements, oral or written, shall be of no force or effect.

13.11. Severability.

If any term, provision, condition or covenant of this Agreement or the application thereof any party or circumstances shall, to any extent, be held invalid or unenforceable, the remainder of this instrument, or the application of such term, provision, condition or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

13.12. Interpretation; Governing Law.

This Agreement shall be construed according to its fair meaning and as if prepared by both Parties hereto. This Agreement shall be construed in accordance with the laws of the State of California in effect at the time of the execution of this Agreement. Titles and captions are for convenience only and shall not constitute a portion of this Agreement. As used in this Agreement masculine, feminine or neuter gender and the singular or plural number shall each be deemed to include the others wherever and whenever the context so dictates.

13.13 Miscellaneous.

All notices may be sent to the Parties and Escrow Holder electronically via e-mail. All notices between the Parties must be copied to Escrow Holder. This Agreement may be submitted to Escrow Holder via the Internet, or by other means such as facsimile, e-mail, regular mail or overnight service. All notices will be deemed received by the Parties when actually sent. The Parties hereby agree that all electronic submissions shall be treated as though submitted in original form, and for purposes of dispute among the Parties all electronic communications and submissions will be treated as though in original paper form. The Parties further agree that this transaction in its entirety may not be denied legal effect solely because there is not a pen and ink "writing" or "signature."

14. Special Notice.

Buyer and Seller each specifically acknowledge and agree that Escrow Holder:
_Does NOT defied what price Buyer should pay or that Seller should accept for the Vacation Ownership Interest.
_Does NOT recommend the terms or conditions of the agreement of sale between the Parties.
_Recommends that Buyer and Seller each seek legal, tax, insurance, title vesting and other desired assistance from appropriate professionals before executing this Agreement.
IN WITNESS WHEREOF, the Parties hereto have executed this Purchase and Sale Agreement for Vacation Ownership Interest and Joint Escrow Instructions as of the date set forth above.

This will be the last opportunity to print your contract until the purchaser submits their information.

Thank You. Your form has been submitted. Your Purchaser will now receive an email with a link to submit their information. Once this has been completed our Resale Department will contact you to complete the transaction.

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