Real Estate Closing Agreement

THIS AGREEMENT is made and entered into this day of ,
20 , by and between , (hereinafter referred to as “SELLER”, and , (hereinafter referred to
as “BUYER”.

W I T N E S S E T H :

In consideration of the mutual promises and covenants set forth herein, the BUYER and SELLER agree to the following terms and conditions:

1. The parties agree to provide the BUYER with the right of SET-OFF and indemnity as to
any and all amounts that should otherwise have been disclosed prior to closing through compliance with the Contract for Sale and Purchase, and to provide said SET-OFF language in the Mortgage Deed and Promissory Note being executed contemporaneously herewith.

SELLER’S Initials BUYER’S Initials

2. BUYER and SELLER hereby acknowledge that all figures supplied to the CLOSING AGENT to enable him to prepare the closing documents, including the closing statement, are accurate, and that the CLOSING AGENT is not liable for any variance between the amounts provided by the parties hereto and the amounts actually owed or existing.

3. a. Examination of the SELLER’S books, accounts, business records, the working condition of all equipment being sold, if applicable, the condition of the physical premises being transferred, and the amount and condition of all inventory being conveyed, if applicable, have been performed by the BUYER contemporaneously
with this closing and the BUYERS have found same to be satisfactory and in accordance with the terms of the Contract for Sale and Purchase, hereinafter
referred to as the “Contract”, and prior representations. All conditions precedent to
the enforceability of said contract have occurred, been performed, been waived, or
been forgiven. Moreover, all provisions therein, not specifically contradicted herein, shall survive closing.

b. With the exception of set‑off rights under Paragraph 1 hereinabove, the BUYER hereby waives any and all defenses to collection and enforceability of the promissory note executed contemporaneously herewith, if so applicable, as well as any and all causes