RESIDENTIAL REAL ESTATE PURCHASE AND SALE AGREEMENT (ALASKA)

[// GUIDANCE: Replace all bracketed, bolded, ALL-CAP placeholders with deal-specific information. Delete these guidance comments before execution.]

TABLE OF CONTENTS

I. Document Header
II. Definitions
III. Operative Provisions
IV. Representations & Warranties
V. Covenants & Restrictions
VI. Default & Remedies
VII. Risk Allocation
VIII. Dispute Resolution
IX. General Provisions
X. Execution Block

I. DOCUMENT HEADER

1.1 Title and Parties.
This Residential Real Estate Purchase and Sale Agreement (this “Agreement”) is made and entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between [SELLER LEGAL NAME], [a(n) Alaska individual / Alaska corporation / Alaska limited liability company] (“Seller”), and [BUYER LEGAL NAME], [a(n) Alaska individual / Alaska corporation / Alaska limited liability company] (“Buyer,” and together with Seller, the “Parties,” and each, a “Party”).

1.2 Recitals.
A. Seller is the fee simple owner of that certain improved real property located at [STREET ADDRESS, CITY, AK ZIP], more particularly described in Exhibit A attached hereto (the “Property”).
B. Buyer desires to purchase, and Seller desires to sell, the Property upon the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows.

1.3 Governing Jurisdiction.
This Agreement shall be governed by, construed, and enforced in accordance with the real property laws of the State of Alaska (the “Governing Law”).

II. DEFINITIONS

For ease of reference, the following capitalized terms are used herein:

“Adjustment Date” – as defined in Section 3.8.
“Alternative Dispute Election Notice” – as defined in Section 8.3(c).
“Arbitration Rules” – as defined in Section 8.3(b).
“Closing” – the consummation of the purchase and sale contemplated hereby pursuant to Section 3.7.
“Closing Date” – as defined in Section 3.7(b).
“Contingency Period” – collectively, the Inspection Contingency Period, Financing Contingency Period, and Title Review Period defined in Section 3.5.
“Deed” – the statutory warranty deed conveying the Property, as described in Section 3.7(a)(i).
“Earnest Money” – the deposit defined in Section 3.2.
“Environmental Law” – any applicable federal, state, or local law governing pollution or protection of the environment.
“Escrow Agent” – [TITLE/ESCROW COMPANY NAME], or any successor escrow agent agreed pursuant to Section 3.1(c).
“Financing Contingency Period” – as defined in Section 3.5(b).
“Hazardous Materials” – substances regulated by Environmental Law.
“Inspection Contingency Period” – as defined in Section 3.5(a).
“Liability Cap” – as defined in Section 7.2(a).
“Property Disclosure Statement” – Seller’s written disclosure statement required by Alaska Stat. § 34.70.010 et seq.
“Purchase Price” – the amount specified in Section 3.1(a).
“Title Company” – [TITLE/ESCROW COMPANY NAME], or any successor title insurer.
“Title Review Period” – as defined in Section 3.5(c).

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III. OPERATIVE PROVISIONS

3.1 Purchase Price; Payment Mechanics.
(a) Purchase Price. Buyer shall pay to Seller [INSERT NUMERIC AND WRITTEN AMOUNT] United States Dollars (the “Purchase Price”), subject to adjustments pursuant to Section 3.8.
(b) Earnest Money. Within [3] Business Days after mutual execution of this Agreement, Buyer shall deposit [1–3 % of Purchase Price] (the “Earnest Money”) with the Escrow Agent by wire transfer or other immediately available funds. The Earnest Money shall (i) be applied to the Purchase Price at Closing, (ii) constitute liquidated damages under Section 6.3(b) upon Buyer Default, and (iii) serve as the Liability Cap under Section 7.2.
(c) Escrow Agent. The Earnest Money shall be held in a non-interest-bearing escrow account pursuant to escrow instructions consistent with this Agreement.

3.2 Allocation of Personal Property. At Closing, Seller shall convey to Buyer, for no additional consideration, all fixtures and the following personal property located on the Property and owned by Seller: [APPLIANCES, WINDOW TREATMENTS, ETC.].

3.3 Conveyance of Title. Seller shall convey good and marketable fee simple title to the Property by Deed, free of all encumbrances except (a) real property taxes not yet due and payable, (b) matters created by or with the written consent of Buyer, and (c) Permitted Exceptions approved during the Title Review Period.

3.4 Financing. Buyer shall obtain, at Buyer’s sole cost, any financing necessary to consummate the transactions contemplated hereby. Seller shall reasonably cooperate with Buyer’s financing efforts but shall not be obligated to incur any cost or liability.

3.5 Contingency Periods.
(a) Inspection Contingency. Buyer shall have [10] calendar days after the Effective Date (the “Inspection Contingency Period”) to conduct any desired physical, environmental, and zoning inspections.
(b) Financing Contingency. Buyer shall have [20] calendar days after the Effective Date (the “Financing Contingency Period”) to secure a binding loan commitment at prevailing market terms.
(c) Title Review. The Title Company shall deliver a preliminary title report within [5] Business Days after the Effective Date. Buyer shall have [10] calendar days thereafter (the “Title Review Period”) to object in writing to any title matters.
(d) Termination. Buyer may terminate this Agreement before the expiration of any unmet Contingency Period by written notice to Seller and Title Company, whereupon the Earnest Money shall be refunded to Buyer and neither Party shall have further obligation except as expressly stated herein.

3.6 Seller Disclosures.
(a) Mandatory Disclosure. Seller shall deliver to Buyer a completed Property Disclosure Statement in the statutory form prescribed by Alaska Stat. § 34.70.010 et seq. within [5] Business Days after the Effective Date.
(b) Updates. Seller shall update the Property Disclosure Statement promptly upon discovery of any material inaccuracy. Failure to deliver or update entitles Buyer to the remedies provided under Alaska Stat. § 34.70.040.

3.7 Closing.
(a) Closing Deliverables. On or before Closing Date,
(i) Seller shall deliver: Deed; FIRPTA affidavit; bill of sale for personal property; affidavit of non-foreign status; updated Property Disclosure Statement (if applicable); and possession of keys, codes, and manuals;
(ii) Buyer shall deliver: balance of Purchase Price; executed loan documents (if any); and such other deliverables reasonably required by Escrow Agent.
(b) Closing Date. The Closing shall occur on [CLOSING DATE] or such other date mutually agreed in writing (the “Closing Date”).
(c) Recording. The Deed and any deed of trust shall be recorded in the appropriate Alaska Recording District on the Closing Date.
(d) Possession. Buyer shall be entitled to exclusive possession at 5:00 p.m. Alaska Time on the Closing Date unless otherwise agreed in a separate post-closing occupancy agreement.

3.8 Prorations and Adjustments. Real property taxes, utilities, rents (if any), homeowner association dues, and other customary items shall be prorated as of 12:01 a.m. Alaska Time on the Closing Date (the “Adjustment Date”) based on the most recent available information.

IV. REPRESENTATIONS & WARRANTIES

4.1 Mutual Representations. Each Party represents and warrants that:
(a) Authority. It has full power and authority to execute and perform this Agreement.
(b) Enforceability. This Agreement constitutes a valid and binding obligation enforceable against it in accordance with its terms.
(c) No Conflict. Execution and performance will not violate any contract or law applicable to it.

4.2 Seller Representations. Seller further represents and warrants that as of the Effective Date and as of Closing:
(a) Title. Seller is the sole owner of the Property with full right to convey.
(b) Compliance. No written notice of violation of law relating to the Property remains uncured.
(c) Litigation. No pending or threatened litigation materially affecting the Property exists.
(d) Hazardous Materials. To Seller’s knowledge, no release of Hazardous Materials has occurred on the Property in violation of Environmental Law.

4.3 Buyer Representations. Buyer represents that Buyer has adequate financial resources to satisfy the Purchase Price and close as required.

4.4 Survival. The representations and warranties in Sections 4.1 through 4.3 shall survive Closing for [12] months (the “Survival Period”) and shall thereafter terminate, except as to any claim timely asserted in writing prior to expiration of the Survival Period.

V. COVENANTS & RESTRICTIONS

5.1 Seller Covenants Prior to Closing. Seller shall:
(a) Maintain the Property in substantially the same condition as on the Effective Date, ordinary wear excepted;
(b) Not enter into new leases, easements, liens, or other encumbrances without Buyer’s prior written consent; and
(c) Provide reasonable access to Buyer and Buyer’s representatives for inspections.

5.2 Buyer Covenants. Buyer shall:
(a) Conduct all inspections in a workmanlike manner and restore any disturbed areas;
(b) Maintain, and cause its contractors to maintain, at least [\$1,000,000] of commercial general liability insurance naming Seller as additional insured; and
(c) Keep all non-public information regarding the Property confidential.

VI. DEFAULT & REMEDIES

6.1 Events of Default.
(a) Buyer Default. Failure of Buyer to (i) deposit the Earnest Money when due, (ii) deliver the Purchase Price at Closing, or (iii) otherwise perform any covenant within [5] Business Days after written notice.
(b) Seller Default. Failure of Seller to deliver the Deed, vacate possession, or otherwise perform any covenant within [5] Business Days after written notice.

6.2 Notice and Cure. The non-defaulting Party shall provide written notice detailing the default. If the default remains uncured after the applicable cure period, remedies in Section 6.3 become available.

6.3 Remedies.
(a) Seller Default. Buyer may elect (i) specific performance of Seller’s conveyance obligations, or (ii) terminate this Agreement and receive a return of Earnest Money plus documented out-of-pocket costs not to exceed [INSERT CAP].
(b) Buyer Default. Seller’s sole and exclusive remedy shall be retention of the Earnest Money as liquidated damages, the Parties acknowledging that actual damages would be difficult to ascertain.

6.4 Attorney Fees. The prevailing Party in any action or proceeding arising out of this Agreement shall be entitled to reasonable attorney fees and costs.

VII. RISK ALLOCATION

7.1 Limited Indemnification.
(a) Seller Indemnity. Seller shall indemnify, defend, and hold harmless Buyer from third-party claims arising out of (i) Seller’s breach of this Agreement, or (ii) pre-Closing violations of law at the Property, capped by Section 7.2.
(b) Buyer Indemnity. Buyer shall indemnify, defend, and hold harmless Seller from third-party claims arising out of (i) Buyer’s breach of this Agreement, or (ii) Buyer’s pre-Closing inspections causing property damage or personal injury, capped by Section 7.2.

7.2 Limitation of Liability.
(a) Liability Cap. Except for fraud or willful misconduct, each Party’s aggregate liability under this Agreement shall not exceed the Earnest Money (the “Liability Cap”).
(b) Excluded Damages. Neither Party shall be liable for incidental, consequential, special, or punitive damages.

7.3 Insurance. Each Party shall maintain any insurance customarily maintained for residential real estate transactions in Alaska until the Closing Date.

7.4 Force Majeure. Performance is excused to the extent rendered impossible by war, natural disaster, or other events beyond the reasonable control of the affected Party, provided that the affected Party gives prompt written notice and uses commercially reasonable efforts to resume performance.

VIII. DISPUTE RESOLUTION

8.1 Governing Law. This Agreement shall be governed by the law specified in Section 1.3 without regard to conflict-of-laws principles.

8.2 Forum Selection. Subject to Section 8.3, any action arising out of this Agreement shall be filed exclusively in the state courts of the State of Alaska sitting in [COUNTY/DISTRICT].

8.3 Optional Arbitration.
(a) Election. The Parties may mutually elect binding arbitration by executing and delivering an Alternative Dispute Election Notice.
(b) Rules. Any arbitration shall be administered by the American Arbitration Association in accordance with its Residential Real Estate Arbitration Rules (the “Arbitration Rules”).
(c) Procedure. The Alternative Dispute Election Notice must be delivered within [30] days after the dispute arises and must specify whether the arbitrator may award attorney fees.
(d) Specific Performance Carve-Out. A Party may seek specific performance under Section 6.3(a)(i) in state court notwithstanding any arbitration election.

8.4 Jury Trial Waiver. [Intentionally Omitted – Not Applicable.]

8.5 Injunctive Relief. Nothing herein shall limit a Party’s right to seek specific performance or temporary injunctive relief to preserve the status quo pending final adjudication.

IX. GENERAL PROVISIONS

9.1 Amendments; Waivers. No amendment or waiver is effective unless in a writing signed by the Party against whom enforcement is sought. A waiver on one occasion is not a waiver of any subsequent breach.

9.2 Assignment. Buyer may not assign this Agreement without Seller’s prior written consent, except to an entity controlling, controlled by, or under common control with Buyer that assumes Buyer’s obligations in writing. Any prohibited assignment is null and void.

9.3 Successors & Assigns. Subject to Section 9.2, this Agreement is binding upon and inures to the benefit of the Parties and their respective successors and permitted assigns.

9.4 Severability. If any provision is held unenforceable, the remainder shall remain in full force, and the court shall reform the offending provision to the minimum extent necessary to render it enforceable.

9.5 Entire Agreement. This Agreement, together with all exhibits and schedules, constitutes the entire agreement of the Parties and supersedes all prior negotiations and writings.

9.6 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which is deemed an original, and all of which collectively constitute one instrument. Signatures delivered electronically or by facsimile shall be deemed original.

9.7 Notices. All notices must be in writing and delivered (i) in person, (ii) by nationally recognized overnight courier, or (iii) by certified U.S. Mail, return-receipt requested, to the addresses set forth below (or such other address a Party designates by notice). Notices are effective upon receipt or refusal of delivery.

Seller Notice Address:
[SELLER ADDRESS]

Buyer Notice Address:
[BUYER ADDRESS]

Copy to (non-party):
[ATTORNEY / TITLE COMPANY ADDRESS]

9.8 Time of Essence; Business Days. Time is of the essence. If any deadline falls on a Saturday, Sunday, or Alaska state holiday, the deadline is automatically extended to the next Business Day.

X. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the Effective Date.

SELLER:

[SELLER LEGAL NAME]
By: _____
Name: _____
Title: ________

BUYER:

[BUYER LEGAL NAME]
By: _____
Name: _____
Title: ________

NOTARY ACKNOWLEDGMENT
State of Alaska )
____ Judicial District ) ss.

The foregoing instrument was acknowledged before me on __, 20___, by [NAME] as [TITLE] of [SELLER/BUYER LEGAL NAME].

Notary Public in and for Alaska
My commission expires: _______

EXHIBIT A

(Legal Description of Property)

[// GUIDANCE: Attach additional exhibits and schedules (e.g., Property Disclosure Statement, escrow instructions, list of personal property) as needed.]

© 20___ [LAW FIRM / AUTHOR] — All rights reserved.