Farm Land Purchase Agreement

I. Agreement Overview

This Farm Land Purchase Agreement ("Agreement") is entered into on January 2, 2050, by and between [Your Company Name], with its principal place of business located at [Your Company Address], and SynoVita, a company duly incorporated and existing under the laws of the State of New York, with its principal place of business located at Buffalo, NY 14201.

This Agreement sets forth the terms and conditions under which [Your Company Name] agrees to sell, and SynoVita agrees to purchase, certain farm land located in New York.

II. Property Description

The property subject to this Agreement ("Property") is described as follows:

Location: 123 Greenfield Road, Buffalo, NY 14201.
Size: Approximately 150 acres of farmland, including agricultural facilities, irrigation systems, and structures specified in Exhibit A.
Legal Description: As detailed in Exhibit B, attached hereto and incorporated by reference.

III. Purchase Price and Payment Terms

1. Purchase Price

The total purchase price for the Property is $8,000,000 ("Purchase Price").

2. Deposit

SynoVita shall pay an initial deposit of $800,000 ("Deposit") to [Your Company Name], which shall be held in escrow by [Your Company Name]’s escrow agent. This Deposit is due within five (5) business days of signing this Agreement and will be credited toward the Purchase Price at closing.

3. Remaining Balance

The remaining balance of $7,200,000 shall be paid at closing via wire transfer to the account designated by [Your Company Name].

IV. Due Diligence

1. Due Diligence Period

SynoVita shall have 90 days from the execution of this Agreement to inspect the Property, conduct soil tests, review irrigation and drainage systems, and complete any other due diligence.

2. Access for Inspection

During the Due Diligence Period, [Your Company Name] shall provide SynoVita and its representatives reasonable access to the Property for inspections and assessments.

3. Termination During Due Diligence

If any material defect or issue is discovered during the Due Diligence Period that is not resolved to the satisfaction of SynoVita, it may terminate this Agreement by providing written notice to [Your Company Name], and the Deposit shall be refunded in full.

V. Representations and Warranties

1. [Your Company Name]

[Your Company Name] represents and warrants that:

It is the lawful owner of the Property.
The Property is free of encumbrances, liens, or other adverse claims, except those disclosed in Exhibit C.
The Property is in compliance with all applicable zoning, agricultural, and environmental laws.

2. SynoVita

SynoVita represents and warrants that:

It has the financial capacity to fulfill its obligations under this Agreement.
It will use the Property in accordance with applicable laws and regulations related to agriculture and farming.

VI. Closing

1. Closing Date

The closing of this transaction shall occur no later than April 30, 2050, or on a mutually agreed date.

2. Closing Location

The closing shall take place at [Your Company Name]’s legal counsel’s office or virtually, as agreed by both parties.

3. Documents Required at Closing

At closing, [Your Company Name] shall deliver the following:

Warranty deed transferring clear title to SynoVita.
Any permits, licenses, or certifications related to agricultural use of the Property.
A property tax clearance certificate.
Any additional documents required by law or as specified in Exhibit D.

VII. Default

1. Default by [Your Company Name]

In the event that [Your Company Name] fails to fulfill its obligations under this Agreement, SynoVita may terminate this Agreement and receive a full refund of the Deposit, or pursue other remedies as allowed by law.

2. Default by SynoVita

If SynoVita fails to fulfill its obligations, including failure to pay the Purchase Price, [Your Company Name] may terminate this Agreement and retain the Deposit as liquidated damages.

VIII. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of New York. Any disputes arising under this Agreement shall be resolved in the courts of New York, and both parties consent to the jurisdiction of these courts.

IX. Termination

This Agreement may be terminated under the following circumstances:

By mutual written consent of both parties.
By SynoVita, if a material defect in the Property is discovered during due diligence and not resolved.
By [Your Company Name], if SynoVita fails to make the Deposit or the remaining balance payment as agreed.

X. Signatory Section

This Agreement is executed by the undersigned representatives of both parties, who warrant that they are authorized to act on behalf of their respective organizations.