RESIDENTIAL REAL ESTATE PURCHASE AND SALE AGREEMENT

(Arizona – Template)

[// GUIDANCE: This template is drafted for use in the State of Arizona and is intended for fee-simple transfers of existing single-family residential property. Practitioners must tailor all bracketed items, confirm current statutory/ regulatory requirements, and attach all required disclosures (e.g., SPDS, Lead-Based Paint).]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Purchase and Sale; Conveyance Terms
4. Purchase Price; Earnest Money; Allocation of Closing Costs
5. Title, Survey & Due Diligence Materials
6. Contingency Periods
7. Seller Disclosures & Statutory Notices
8. Closing Procedures
9. Representations & Warranties
10. Covenants
11. Conditions Precedent & Subsequent
12. Default
13. Remedies
14. Indemnification (Limited)
15. Limitation of Liability
16. Risk of Loss; Casualty; Condemnation
17. Dispute Resolution
18. General Provisions
19. Execution Block

1. DOCUMENT HEADER

Agreement Title: Residential Real Estate Purchase and Sale Agreement (Arizona)
Effective Date: [● MM/DD/YYYY] (“Effective Date”)
Seller: [● Full Legal Name], [address] (“Seller”)
Buyer: [● Full Legal Name], [address] (“Buyer”)
Property: The real property commonly known as [● street address, city, AZ zip], together with all improvements, fixtures, appurtenances, and Seller’s transferable rights thereto (“Property”).
Governing Law: The internal laws of the State of Arizona, including applicable real estate statutes and regulations, without regard to conflicts-of-law principles.
Forum Selection: Exclusive jurisdiction and venue in the state courts of the county where the Property is located.
Injunctive Relief: Specific performance expressly preserved (see § 13.2).
Arbitration: Optional—see § 17.2.
Jury Waiver: Intentionally omitted pursuant to Metadata (jury waiver excluded).

2. DEFINITIONS

For ease of reference, capitalized terms are listed alphabetically below; section cross-references are provided in parentheses.

“Affidavit of Disclosure” – the affidavit contemplated by A.R.S. § 33-422, if applicable. (§ 7.3)
“Agreement” – this Residential Real Estate Purchase and Sale Agreement, together with all Exhibits, Schedules, and Amendments.
“Appraisal Contingency Period” – see § 6.2.
“AS IS” – the disclaimer of warranties set forth in § 9.4.
“Broker(s)” – [● insert names/companies] (if any). (§ 18.11)
“Buyer Contingencies” – collectively, the Inspection, Financing, and Appraisal contingencies set forth in Article 6.
“Close of Escrow” / “Closing” – the date legal title transfers to Buyer and the deed is recorded, anticipated to be on [● Target Closing Date] or such other date as the Parties mutually agree in writing. (§ 8.1)
“Closing Documents” – collectively, the deed, bill of sale, FIRPTA certificate, affidavits, and any other instruments delivered at Closing. (§ 8.2)
“Earnest Money” – the deposit described in § 4.2, serving as liquidated damages cap under § 15.1.
“Escrow Agent” – [● title/escrow company], whose wiring instructions are attached as Exhibit A.
“Financing Contingency Period” – see § 6.3.
“Inspection Contingency Period” – see § 6.1.
“Laws” – all federal, state, county, and municipal statutes, regulations, ordinances, and requirements applicable to the Property.
“Personal Property” – the items listed on Exhibit B (if any) to be conveyed via bill of sale.
“Purchase Price” – the consideration stated in § 4.1, subject to prorations and adjustments.
“SPDS” – Seller’s Property Disclosure Statement in the form customarily used in Arizona. (§ 7.1)

3. PURCHASE AND SALE; CONVEYANCE TERMS

3.1 Sale of Property. Subject to the terms of this Agreement, Seller agrees to sell, and Buyer agrees to purchase, the Property for the Purchase Price, free and clear of all liens and encumbrances other than Permitted Exceptions (defined in § 5.4).

3.2 Conveyance Deed. Title shall be conveyed by Special Warranty Deed in recordable form, duly executed and acknowledged, together with customary Arizona affidavits and Closing Documents.

3.3 Personal Property. Any Personal Property shall transfer “AS IS” via bill of sale without representation or warranty, except as otherwise expressly provided herein.

4. PURCHASE PRICE; EARNEST MONEY; ALLOCATION OF CLOSING COSTS

4.1 Purchase Price. Buyer shall pay [● Dollar Amount in words and figures] (“Purchase Price”) as follows:

(a) Earnest Money (the “Deposit”) – [● $] deposited with Escrow Agent within two (2) Business Days after the Effective Date;
 (b) Balance of Purchase Price – paid by wire transfer of immediately available funds to Escrow Agent no later than 12:00 p.m. Arizona time on the Closing Date.

4.2 Earnest Money Treatment. The Deposit shall be:

(i) applied to the Purchase Price at Closing;
 (ii) returned to Buyer if this Agreement terminates without Buyer default; or
 (iii) forfeited to Seller as liquidated damages under § 15.1 upon Buyer default.

4.3 Prorations & Closing Costs. Taxes, assessments, utilities, HOA fees, and rents (if any) shall be prorated as of 11:59 p.m. Arizona time on the day preceding Closing. Seller shall pay: (a) cost of the Special Warranty Deed, (b) premium for a standard owner’s title policy, and (c) one-half of Escrow Agent’s fee. Buyer shall pay: (x) any lender’s policy and endorsements, (y) recording fees, and (z) the other one-half of Escrow Agent’s fee.

5. TITLE, SURVEY & DUE DILIGENCE MATERIALS

5.1 Title Commitment. Within five (5) Business Days after the Effective Date, Seller shall cause Escrow Agent to deliver to Buyer a current commitment for an ALTA owner’s policy (the “Commitment”), together with legible copies of all listed exceptions.

5.2 Survey. [// GUIDANCE: Delete if not required.] Buyer may, at its sole cost, obtain an ALTA/NSPS survey (“Survey”) and shall deliver any survey objections within the Title Review Period.

5.3 Title Review Period. Buyer shall have ten (10) Business Days after receipt of the last of the Commitment and Survey (if any) (the “Title Review Period”) to deliver written title objections.

5.4 Permitted Exceptions. All matters to which Buyer does not object (or which Seller cures) shall be “Permitted Exceptions.”

6. CONTINGENCY PERIODS

6.1 Inspection Contingency Period. Buyer shall have ten (10) Business Days after the Effective Date (“Inspection Period”) to conduct physical inspections and review all due-diligence materials. Buyer may terminate by written notice prior to expiration of the Inspection Period for any reason, whereupon the Deposit shall be refunded.

6.2 Appraisal Contingency Period. Buyer shall have until fifteen (15) days before Closing (the “Appraisal Period”) to obtain an appraisal at or above the Purchase Price. Failure to obtain such appraisal, despite good-faith efforts, entitles Buyer to terminate and receive a Deposit refund.

6.3 Financing Contingency Period. Buyer’s obligations are contingent upon obtaining a written loan commitment on or before the later of (i) the expiration of the Appraisal Period or (ii) thirty (30) days before Closing. Buyer must promptly notify Seller upon receipt or non-receipt of commitment.

7. SELLER DISCLOSURES & STATUTORY NOTICES

7.1 Seller’s Property Disclosure Statement (SPDS). Within five (5) Business Days after the Effective Date, Seller shall deliver a completed SPDS.

7.2 Lead-Based Paint Disclosure. If the Property includes residential housing constructed prior to 1978, Seller shall provide Buyer with the disclosure form and EPA pamphlet required by 42 U.S.C. § 4852d.

7.3 Affidavit of Disclosure. If the Property is in an unincorporated area and not part of a platted subdivision, Seller shall deliver an executed Affidavit of Disclosure as required by Arizona law.

7.4 HOA/Community Documents. Seller shall obtain and deliver current governing documents, resale disclosure, and statement of account from the homeowners’ association, if applicable.

7.5 Updates. Seller shall promptly supplement any disclosure that becomes inaccurate prior to Closing.

8. CLOSING PROCEDURES

8.1 Closing Date. Closing shall occur on the Target Closing Date (see § 2) at the offices of Escrow Agent or by remote signing, unless extended per this Agreement.

8.2 Closing Deliveries.

(a) Seller: Special Warranty Deed; Bill of Sale; FIRPTA affidavit; Affidavit of Disclosure (if applicable); keys/access codes; executed closing statement.
 (b) Buyer: Purchase Price balance; loan documents; executed closing statement; proof of insurance.
 (c) Joint: Any HOA certifications; other documents reasonably requested by Escrow Agent or the Parties’ respective lenders.

8.3 Possession. Possession shall transfer to Buyer at Close of Escrow, subject only to Permitted Exceptions.

9. REPRESENTATIONS & WARRANTIES

9.1 Mutual Representations. Each Party represents that: (a) it has full authority to enter into and perform this Agreement; (b) the execution does not violate any agreement to which it is a party; and (c) it has not dealt with any broker other than Broker(s).

9.2 Seller Representations. Seller represents as of the Effective Date and again as of Closing that:

(i) Seller is the lawful owner of the Property;
 (ii) no condemnation or eminent domain proceeding is pending or, to Seller’s Knowledge, threatened;
 (iii) Seller has received no written notice of violation of Laws that remains uncured;
 (iv) all assessments due prior to Closing will be paid in full; and
 (v) the information in the SPDS, as updated, is, to Seller’s Knowledge, materially accurate.

9.3 Buyer Representations. Buyer represents that: (a) it has sufficient funds or financing to close; (b) it has reviewed all disclosures timely; and (c) it is purchasing for [● primary residence / investment] purposes.

9.4 AS-IS; Survival. Except for the express representations and warranties in this Agreement and the Closing Documents, Buyer acknowledges that it is purchasing the Property “AS IS, WHERE IS, WITH ALL FAULTS.” All representations and warranties survive Closing for a period of twelve (12) months, after which they terminate.

10. COVENANTS

10.1 Seller Covenants. From the Effective Date until Closing, Seller shall: (a) maintain the Property in substantially the same condition, ordinary wear excepted; (b) refrain from entering any new service contracts that cannot be canceled at Closing without Buyer consent; and (c) promptly notify Buyer of any material adverse change.

10.2 Buyer Covenants. Buyer shall: (a) timely cooperate with its lender and Escrow Agent; (b) not record this Agreement or any memorandum thereof; (c) maintain confidentiality of non-public documents; and (d) restore any damage occasioned by Buyer’s inspections.

11. CONDITIONS PRECEDENT & SUBSEQUENT

11.1 Buyer’s Conditions Precedent. Buyer’s obligation to close is conditioned upon: (a) timely satisfaction or waiver of all Buyer Contingencies; (b) Seller’s performance of its obligations; (c) title insurance issuance subject only to Permitted Exceptions; and (d) accuracy of Seller’s representations as of Closing.

11.2 Seller’s Conditions Precedent. Seller’s obligation to close is conditioned upon: (a) Buyer’s performance of its obligations; and (b) receipt of the Purchase Price.

11.3 Failure/Non-Fulfillment. If a Party’s conditions precedent are not satisfied or waived, that Party may terminate, whereupon the Deposit shall be disbursed per § 4.2.

12. DEFAULT

12.1 Buyer Default. If Buyer defaults and fails to cure within five (5) Business Days after written notice, Seller may elect to: (a) terminate and receive the Deposit as liquidated damages (Seller’s sole remedy except for indemnification under § 14); or (b) pursue specific performance under § 13.2.

12.2 Seller Default. If Seller defaults and fails to cure within five (5) Business Days after written notice, Buyer may elect to: (a) terminate and receive a refund of the Deposit plus documented out-of-pocket due-diligence costs not to exceed $[● Cap]; or (b) pursue specific performance under § 13.2.

13. REMEDIES

13.1 Liquidated Damages. The Parties acknowledge that actual damages upon Buyer default would be difficult to ascertain; therefore, the Deposit is a reasonable pre-estimate and shall constitute Seller’s sole monetary remedy absent fraud or willful misconduct.

13.2 Specific Performance. Either Party may seek specific performance of this Agreement (injunctive relief) in the state courts identified in § 17.1, in lieu of or in addition to terminating remedies.

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

14. INDEMNIFICATION (LIMITED)

14.1 Seller Indemnity. Seller shall indemnify, defend, and hold Buyer harmless from any third-party claim arising from (a) pre-Closing ownership or operation of the Property, or (b) breach of Seller’s covenants or representations, provided that Seller’s aggregate liability under this § 14.1 shall not exceed the Purchase Price.

14.2 Buyer Indemnity. Buyer shall indemnify, defend, and hold Seller harmless from any third-party claim arising from Buyer’s inspections or entry upon the Property prior to Closing or post-Closing ownership, limited to the extent of Buyer’s insurance coverage in effect at the time of the claim.

14.3 Procedures. The indemnified Party shall promptly notify the indemnifying Party, tender defense, and cooperate fully.

15. LIMITATION OF LIABILITY

15.1 Cap. EXCEPT FOR (i) CLAIMS BASED ON FRAUD, WILLFUL MISCONDUCT, OR GROSS NEGLIGENCE, AND (ii) SPECIFIC PERFORMANCE CLAIMS, THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO THE DEPOSIT PLUS ANY AMOUNTS EXPRESSLY PAYABLE UNDER § 12.2(a).

15.2 No Consequential Damages. Neither Party shall be liable to the other for lost profits, punitive, or consequential damages.

16. RISK OF LOSS; CASUALTY; CONDEMNATION

16.1 Casualty. If, prior to Closing, the Property is materially damaged (cost of repair exceeding 5% of the Purchase Price), Buyer may (a) terminate and receive the Deposit, or (b) proceed to Closing with an assignment of insurance proceeds and credit for any deductible.

16.2 Condemnation. If, prior to Closing, condemnation proceedings are initiated against all or a material portion of the Property, Buyer may terminate and receive the Deposit or proceed with an assignment of the award.

17. DISPUTE RESOLUTION

17.1 Governing Law & Forum. This Agreement shall be governed by Arizona law, and the state courts of [● County], Arizona shall have exclusive jurisdiction, except as provided in § 17.2.

17.2 Optional Arbitration. If both Parties initial here _ / ___, any dispute not resolved within thirty (30) days after written notice shall be submitted to binding arbitration before a single arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association sitting in Arizona. Judgment on the award may be entered in any court of competent jurisdiction.

17.3 Preservation of Specific Performance. The arbitration clause shall not preclude either Party from seeking specific performance or other provisional equitable relief in state court to preserve the status quo.

17.4 No Jury Waiver. Consistent with metadata, the Parties do not waive the right to trial by jury in any court proceeding.

18. GENERAL PROVISIONS

18.1 Entire Agreement. This Agreement, including the Exhibits and Schedules, constitutes the entire agreement between the Parties and supersedes all prior discussions.

18.2 Amendments; Waivers. No amendment or waiver shall be effective unless in a writing signed by the Party to be charged.

18.3 Assignment. Buyer may not assign this Agreement without Seller’s prior written consent, except to an entity controlled by or under common control with Buyer; any other assignment is void.

18.4 Severability. If any provision is held invalid, the remainder shall be enforced to the maximum extent permissible.

18.5 Notices. All notices must be in writing and delivered by (i) personal delivery, (ii) certified U.S. mail (return-receipt requested), (iii) nationally recognized overnight courier, or (iv) email with confirmation of receipt, to the addresses set forth above (or as later designated).

18.6 Force Majeure. Neither Party shall be liable for delays caused by events beyond its reasonable control; however, this § 18.6 shall not extend any Contingency Period more than ten (10) days without written agreement.

18.7 Successors & Assigns. Subject to § 18.3, this Agreement binds and benefits the Parties and their respective successors and permitted assigns.

18.8 Counterparts; Electronic Signatures. This Agreement may be executed in multiple counterparts, each deemed an original. Electronic signatures and PDF copies shall be deemed originals for all purposes.

18.9 Interpretation. Headings are for convenience only. “Including” means “including without limitation.” Drafting shall not be construed against either Party.

18.10 Time of Essence. Time is of the essence with respect to all dates and deadlines herein.

18.11 Brokerage. Seller shall pay Broker(s) a commission pursuant to a separate agreement. Each Party represents it has dealt with no broker other than Broker(s) and shall indemnify the other against breaches of this representation.

19. EXECUTION BLOCK

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

SELLER:

[● Seller Name]
By: ___ Title: _ Date: ___

BUYER:

[● Buyer Name]
By: ___ Title: _ Date: ___

[// GUIDANCE: Attach notary acknowledgments if required by your recorder’s office. Arizona generally permits electronic notarization for real estate documents; confirm local recorder acceptance.]

EXHIBIT A

Escrow Agent Wiring Instructions

EXHIBIT B

Personal Property to Convey

[// GUIDANCE: Consider attaching additional exhibits such as HOA documents, Affidavit of Disclosure form, SPDS blank form, inspection report templates, and lender’s conditional approval letter, as applicable.]