RESIDENTIAL REAL ESTATE PURCHASE AND SALE AGREEMENT

(State of Alabama)

[// GUIDANCE: This template is drafted for use in the State of Alabama and is intended for conventional arm’s-length, single-family residential transactions. Customize bracketed items, confirm all facts, attach required federal/state disclosures, and obtain local counsel review prior to execution.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
4. Representations & Warranties
5. Covenants & Restrictions
6. Default & Remedies
7. Risk Allocation
8. Dispute Resolution
9. General Provisions
10. Execution Block
11. Exhibits & Schedules

1. DOCUMENT HEADER

1.1 Parties.
 (a) Seller: [SELLER LEGAL NAME], a [state & entity type / “individual”]
 (b) Buyer: [BUYER LEGAL NAME], a [state & entity type / “individual”]

1.2 Effective Date. This Agreement is effective as of [DATE] (the “Effective Date”).

1.3 Property. The real property commonly known as [Street Address, City, Alabama Zip], together with all improvements, fixtures, appurtenances, mineral, water, and related rights (collectively, the “Property”), as legally described in Exhibit A.

1.4 Consideration. Buyer agrees to purchase and Seller agrees to sell the Property for [PURCHASE PRICE in U.S. Dollars] subject to the terms herein.

1.5 Jurisdiction & Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Alabama without regard to choice-of-law rules.

2. DEFINITIONS

For ease of reference, certain capitalized terms are defined below. Additional terms may be defined contextually.

“Appraisal Contingency” – See §3.4(a).
“Closing” – The consummation of the transaction, as defined in §3.7.
“Closing Date” – See §3.7(a).
“Contingency Period” – Collectively, the Inspection, Financing, and Appraisal Contingency periods under §3.4.
“Earnest Money” – The deposit described in §3.1.
“Financing Contingency” – See §3.4(b).
“Inspection Period” – See §3.3(a).
“Property Documents” – The materials described in §3.2.
“Title Company” – [NAME OF TITLE COMPANY / LAW FIRM] or such other company mutually acceptable to the Parties.

[// GUIDANCE: Keep definitions alphabetical; cross-reference each term to ensure consistency.]

3. OPERATIVE PROVISIONS

3.1 Earnest Money.
 (a) Within [3] Business Days after the Effective Date, Buyer shall deposit [AMOUNT] (the “Earnest Money”) with the Title Company, to be held in escrow pursuant to §7.3.
 (b) The Earnest Money shall be applied to the Purchase Price at Closing or disbursed pursuant to §6.2.

3.2 Seller Deliveries. Within [5] Business Days after the Effective Date, Seller shall provide Buyer with copies of:
 (a) the existing owner’s title insurance policy;
 (b) any surveys, permits, covenants, easements, HOA documents, warranties, and utility bills; and
 (c) any inspection or environmental reports in Seller’s possession (collectively, the “Property Documents”).

3.3 Property Inspection.
 (a) Buyer shall have [10–15] calendar days after receipt of all Property Documents (the “Inspection Period”) to inspect the Property.
 (b) Buyer and its consultants may enter the Property at reasonable times on not less than [24] hours’ notice to Seller.
 (c) Buyer shall restore the Property and indemnify Seller for damages or liens arising from Buyer’s inspections, subject to §7.1(b).

3.4 Contingencies.
 (a) Appraisal Contingency. The Purchase Price is contingent upon the Property appraising, by a licensed Alabama appraiser, at not less than the Purchase Price within [X] days (the “Appraisal Contingency”).
 (b) Financing Contingency. Buyer’s obligation is contingent on obtaining a first-priority mortgage loan of not less than [AMOUNT OR %] at market rates within [X] days (the “Financing Contingency”).
 (c) Failure/Termination. Buyer may terminate this Agreement before expiration of any unfulfilled Contingency Period by written notice to Seller, whereupon the Earnest Money shall be refunded and the Parties released, except as otherwise provided herein.

3.5 Purchase Price & Adjustments.
 (a) Purchase Price. [AMOUNT] payable (i) Earnest Money credit, and (ii) balance in immediately available funds at Closing.
 (b) Prorations. Taxes, assessments, rents, HOA dues, and utilities shall be prorated as of 11:59 p.m. on the day preceding the Closing Date.
 (c) Closing Costs. Allocation of recording fees, transfer taxes, attorney fees, and Title Company charges per Exhibit B.

3.6 Title & Survey.
 (a) Title Commitment. Seller shall cause the Title Company to deliver a commitment for an ALTA owner’s policy within [X] days. Buyer may object in writing within [Y] days thereafter.
 (b) Cure. Seller shall have [Z] days to cure Title Objections. If not cured, Buyer may (i) waive objections, or (ii) terminate and receive refund of Earnest Money.

3.7 Closing.
 (a) The closing of the purchase and sale transaction (“Closing”) shall occur on [CLOSING DATE] at [TIME] (or such other date as the Parties may agree) at the offices of the Title Company or by remote escrow.
 (b) At Closing, Seller shall deliver a statutory warranty deed conveying good and marketable title, subject only to Permitted Exceptions.
 (c) Possession shall transfer to Buyer upon funding and recording.

4. REPRESENTATIONS & WARRANTIES

4.1 Seller’s Representations. Seller represents and warrants to Buyer that, as of the Effective Date and again at Closing:
 (a) Authority & Capacity. Seller has full legal right and authority to enter into and perform this Agreement.
 (b) Title. Seller is the fee simple owner and will convey marketable title free of liens except Permitted Exceptions.
 (c) No Foreign Person. Seller is not a foreign person under 26 U.S.C. § 1445.
 (d) Lead-Based Paint. For any dwelling built prior to 1978, Seller has completed and delivered the lead-based paint disclosure required under 42 U.S.C. § 4852d.
 (e) Condemnation. Seller has received no written notice of pending condemnation or zoning change adversely affecting the Property.
 (f) Adverse Material Facts. Seller has disclosed in writing all known latent defects that pose an immediate and serious risk to health or safety.

4.2 Buyer’s Representations.
 (a) Authority & Capacity. Buyer has full power and legal right to execute and perform this Agreement.
 (b) Funds Availability. Buyer will have sufficient funds or financing at Closing.
 (c) Independent Investigation. Except for Seller’s express warranties, Buyer is purchasing the Property “AS-IS, WHERE-IS, WITH ALL FAULTS,” subject to Buyer’s rights under §3.3 and §3.4.

4.3 Survival & Limitations. Seller’s and Buyer’s representations survive Closing for [12] months, after which they merge with the deed absent prior written notice of claim.

5. COVENANTS & RESTRICTIONS

5.1 Seller Covenants. From the Effective Date through Closing, Seller shall:
 (a) operate and maintain the Property in substantially the same condition, ordinary wear excepted;
 (b) not further encumber or convey any interest in the Property;
 (c) maintain all existing insurance; and
 (d) promptly notify Buyer of any material adverse change.

5.2 Buyer Covenants. Buyer shall:
 (a) conduct all inspections in compliance with applicable laws and §3.3;
 (b) keep all non-public information confidential; and
 (c) timely provide all documentation reasonably required by Buyer’s lender and/or the Title Company.

6. DEFAULT & REMEDIES

6.1 Events of Default.
 (a) Buyer Default: failure to timely deposit Earnest Money, deliver Closing funds, or otherwise perform.
 (b) Seller Default: failure to convey title or perform any material covenant.

6.2 Remedies.
 (a) Buyer Default. Seller’s sole and exclusive remedy is to retain the Earnest Money as liquidated damages. The Parties acknowledge that actual damages would be difficult to ascertain and that this amount is a reasonable estimate.
 (b) Seller Default. Buyer may elect (i) termination and refund of Earnest Money plus documented out-of-pocket costs not exceeding [CAP – e.g., \$5,000], or (ii) specific performance of Seller’s obligations, together with reasonable attorney fees.
 (c) Mutual Pre-Closing Termination. If this Agreement terminates per its terms, the Earnest Money shall be disbursed in accordance with §3.1 and the Parties released except for obligations that expressly survive.

[// GUIDANCE: Jury waiver intentionally omitted per user mandate.]

7. RISK ALLOCATION

7.1 Indemnification.
 (a) By Seller. Seller shall indemnify and hold harmless Buyer for losses arising from (i) breach of Seller’s representations, or (ii) mechanics’ liens arising prior to Closing.
 (b) By Buyer. Buyer shall indemnify and hold harmless Seller for losses arising from Buyer’s on-site inspections.
 (c) Cap. Each Party’s indemnity liability is capped at an amount equal to the Earnest Money, except for fraud or willful misconduct.

7.2 Insurance. Seller shall keep the Property insured against casualty until Closing. Risk of loss passes at Closing.

7.3 Escrow of Earnest Money. The Title Company shall hold the Earnest Money in a non-interest-bearing escrow account and disburse in accordance with this Agreement. Escrow holder shall not be liable absent gross negligence or willful misconduct.

7.4 Force Majeure. Neither Party is liable for failure to perform caused by events beyond its reasonable control, provided the affected Party gives prompt written notice and resumes performance as soon as practicable.

8. DISPUTE RESOLUTION

8.1 Negotiation. The Parties shall attempt in good faith to resolve disputes informally within [10] Business Days.

8.2 Optional Arbitration. If [“SELECTED” / “NOT SELECTED”], any dispute not resolved under §8.1 shall be submitted to binding arbitration administered by the American Arbitration Association in accordance with its Real Estate Industry Rules. Judgment on the award may be entered in any Alabama state court of competent jurisdiction.

8.3 Litigation Forum. If arbitration is not selected, the Parties irrevocably submit to the exclusive jurisdiction of the state courts located in [COUNTY], Alabama.

8.4 Specific Performance. Nothing herein limits Buyer’s right to seek specific performance under §6.2(b).

9. 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.

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.

9.3 Notices. All notices must be in writing and delivered (i) by hand, (ii) certified U.S. mail (return receipt requested), (iii) nationally-recognized overnight courier, or (iv) email with confirmation of receipt, to the Parties’ addresses set forth below (or as updated by notice).

9.4 Entire Agreement. This Agreement, together with Exhibits and Schedules, constitutes the entire agreement and supersedes all prior agreements with respect to the Property.

9.5 Severability. If any provision is held invalid, the remaining provisions shall remain in full force and effect, and, to the extent permitted by law, the court shall reform the invalid provision to approximate the Parties’ intent.

9.6 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which is deemed an original. Electronic signatures and PDF copies have the same force and effect as originals.

9.7 Successors & Assigns. This Agreement binds and benefits the Parties and their respective successors and permitted assigns.

9.8 Time of the Essence. Time is of the essence in the performance of each Party’s obligations.

10. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have executed this Agreement effective as of the Effective Date.

Seller:

[SELLER LEGAL NAME]
By: _____
Name: [NAME]
Title: [IF APPLICABLE]
Date: _____

Buyer:

[BUYER LEGAL NAME]
By: _____
Name: [NAME]
Title: [IF APPLICABLE]
Date: _____

NOTARY ACKNOWLEDGMENT (Seller)
State of Alabama )
County of __ )

On this _ day of _, 20__, before me, the undersigned Notary Public, personally appeared ______, known to me to be the person who executed the foregoing instrument on behalf of Seller and acknowledged the same as Seller’s free act and deed.

Notary Public
My Commission Expires: _______

[Duplicate Notary block for Buyer if required]

11. EXHIBITS & SCHEDULES

Exhibit A Legal Description of the Property
Exhibit B Closing Cost Allocation
Exhibit C Seller’s Disclosure Statement (if any)
Exhibit D Lead-Based Paint Disclosure (if applicable)

[// GUIDANCE: Attach federal lead paint disclosure for pre-1978 residences; include any local flood, radon, or mold disclosures as warranted. Confirm Alabama recording requirements (e.g., witness signatures on deeds) with closing counsel.]

© [Year] Prepared by [Law Firm / Drafting Attorney Name] – All rights reserved.