RESIDENTIAL PURCHASE AND SALE AGREEMENT

(State of Hawaiʻi)

[// GUIDANCE: This is a comprehensive template intended for transactions involving fee-simple residential real property located in the State of Hawaiʻi. Bracketed placeholders should be completed and the draft reviewed by counsel familiar with the particular facts and the most current state and local requirements.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Purchase and Sale
4. Earnest Money Deposit; Escrow Instructions
5. Disclosures; “As-Is” Condition
6. Contingency Periods
7. Closing and Prorations
8. Representations and Warranties
9. Covenants
10. Default; Remedies
11. Risk Allocation
12. Dispute Resolution
13. General Provisions
14. Execution Block

1. DOCUMENT HEADER

1.1 Title. Residential Purchase and Sale Agreement (the “Agreement”).

1.2 Parties.
This Agreement is made and entered into effective as of [EFFECTIVE DATE] (the “Effective Date”) by and between:

(a) Seller: [SELLER LEGAL NAME], a [STATE & ENTITY TYPE/“individual”], mailing address [ADDRESS], and

(b) Buyer: [BUYER LEGAL NAME], a [STATE & ENTITY TYPE/“individual”], mailing address [ADDRESS].

Seller and Buyer are each a “Party” and, collectively, the “Parties.”

1.3 Recitals.
A. Seller is the fee-simple owner of that certain real property located at [STREET ADDRESS], Island of [ISLAND], State of Hawaiʻi, Tax Map Key No. [TMK], together with all improvements, appurtenances, and fixtures thereon (the “Property”).
B. Buyer desires to purchase, and Seller desires to sell, the Property upon the terms set forth herein and for the consideration herein described.
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:

2. DEFINITIONS

For purposes of this Agreement, the following capitalized terms have the meanings set forth below. Terms defined in the singular include the plural and vice-versa.

“Affiliate” – any entity controlling, controlled by, or under common control with a Party.
“Agreement” – as defined in §1.1.
“Applicable Law” – all statutes, regulations, ordinances, and judicial or administrative orders applicable to the transaction, including, without limitation, Haw. Rev. Stat. § 508D-1 et seq.
“Business Day” – any day other than Saturday, Sunday, or a Hawaiʻi state holiday.
“Closing” – the completion of the transaction by recordation and disbursement as provided in Article 7.
“Closing Date” – [CLOSING DATE] or such earlier date as the Parties mutually agree in writing.
“Contingency Period” – collectively, the periods set forth in Article 6.
“Deed” – a limited warranty deed in recordable form conveying fee title to Buyer.
“Deposit” – the Earnest Money Deposit as defined in §4.1.
“Disclosures” – the written disclosure statement required by Haw. Rev. Stat. § 508D-1 et seq. and any other disclosures required under Applicable Law.
“Escrow” – the escrow established pursuant to §4.2.
“Escrow Holder” – [ESCROW / TITLE COMPANY], or such other licensed Hawaiʻi escrow company the Parties select.
“Financing Commitment” – Buyer’s written, unconditional mortgage loan commitment, if any.
“Hazard Disclosure” – written notice of natural hazard risks (e.g., tsunami, lava, flood).
“Inspection Report” – any written report prepared by a duly licensed inspector.

[// GUIDANCE: Add, remove, or modify defined terms to conform to transaction specifics.]

3. PURCHASE AND SALE

3.1 Agreement to Convey. Seller agrees to sell, and Buyer agrees to purchase, the Property on an “as-is, where-is” basis, subject to the terms of this Agreement.

3.2 Purchase Price. The total purchase price (the “Purchase Price”) for the Property is [PURCHASE PRICE IN WORDS] U.S. Dollars ($[NUMERALS]).

3.3 Payment Terms.
(a) Earnest Money Deposit – See §4.1.
(b) Additional Deposit – [ADDITIONAL DEPOSIT AMOUNT] to be deposited with Escrow Holder on or before [DATE/TRIGGER].
(c) Balance – The balance of the Purchase Price, adjusted for prorations and credits, shall be paid in good funds (as defined in Haw. Rev. Stat. § 489E) at Closing.

[// GUIDANCE: Delete §3.3(b) if no additional deposit is required.]

4. EARNEST MONEY DEPOSIT; ESCROW INSTRUCTIONS

4.1 Earnest Money Deposit. Within three (3) Business Days after the Effective Date, Buyer shall deposit with Escrow Holder the sum of [EARNEST MONEY AMOUNT] U.S. Dollars ($[NUMERALS]) (the “Earnest Money Deposit”). The Deposit shall be non-interest-bearing and applied toward the Purchase Price at Closing or otherwise disbursed pursuant to Article 10.

4.2 Escrow Establishment. The Parties shall open escrow with Escrow Holder promptly after the Effective Date and execute Escrow Holder’s customary escrow instructions, provided such instructions are consistent with this Agreement. In the event of any conflict, this Agreement controls.

4.3 Good Funds Requirement. All funds delivered to Escrow Holder must be in immediately available U.S. funds in compliance with Haw. Admin. Rules §16-99-3 (Good Funds Act).

5. DISCLOSURES; “AS-IS” CONDITION

5.1 Statutory Disclosures.
(a) Seller shall deliver to Buyer the Disclosures, fully completed and signed, within [X] calendar days after the Effective Date, but in any event not later than ten (10) days prior to Closing, in accordance with Haw. Rev. Stat. § 508D-4.
(b) Buyer shall have the right to rescind this Agreement within [15] days following receipt of the Disclosures, as provided in Haw. Rev. Stat. § 508D-5.

5.2 Supplemental Disclosures. Seller shall promptly disclose in writing any material fact discovered after the initial Disclosures that renders the initial Disclosures inaccurate or incomplete.

5.3 “As-Is” Sale; Inspection Rights. Subject to the express warranties herein and Buyer’s inspection rights under Article 6, Buyer acknowledges that, except as otherwise expressly provided, Seller makes no representations or warranties regarding the Property’s condition, and Buyer accepts the Property “as-is, where-is.”

6. CONTINGENCY PERIODS

The following contingencies are conditions precedent to Buyer’s obligation to close:

6.1 Inspection Contingency ([_] Days).
Buyer shall, within [INSPECTION PERIOD] days after the Effective Date, conduct such physical inspections as Buyer deems appropriate. Buyer may terminate this Agreement by written notice to Seller prior to expiration of the Inspection Period, in which case the Deposit shall be refunded to Buyer.

6.2 Financing Contingency ([_] Days).
If Buyer is obtaining third-party financing, Buyer shall secure a Financing Commitment within [FINANCING PERIOD] days after the Effective Date. Failure to timely obtain the Financing Commitment entitles Buyer to terminate and receive a refund of the Deposit.

6.3 Appraisal Contingency ([_] Days).
If the appraised value of the Property is less than the Purchase Price, Buyer may terminate or renegotiate, but must notify Seller within [APPRAISAL NOTICE PERIOD] days after receipt of the appraisal.

6.4 Title and Survey Contingency ([_] Days).
(a) Seller shall procure a current preliminary title report (“Prelim”) and deliver it to Buyer within [X] days after the Effective Date.
(b) Buyer shall have [Y] days after receipt of the Prelim to object in writing to any title matters other than Permitted Exceptions. Seller shall have [Z] days to cure. If Seller fails or declines to cure, Buyer may waive objections or terminate.
(c) Buyer may obtain a boundary survey at Buyer’s expense and object as above.

6.5 Termite Inspection ([_] Days).
Seller shall furnish Buyer a pest inspection report dated not earlier than 30 days prior to Closing. Treatment obligations and cost allocations shall be as follows: [TERMITES/TREATMENT TERMS].

6.6 HOA/Condominium Documents (if applicable) ([_] Days).
Seller shall deliver to Buyer all association documents required by Haw. Rev. Stat. § 514B-154 within the statutory time frame. Buyer shall have [X] days thereafter to approve or terminate.

[// GUIDANCE: Adjust timelines or contingencies to align with lender or local practice.]

7. CLOSING AND PRORATIONS

7.1 Closing Mechanics.
(a) Recordation. Closing shall occur on the Closing Date by recordation of the Deed with the State of Hawaiʻi Bureau of Conveyances (Land Court or Regular System as applicable).
(b) Possession. Possession shall transfer at 12:00 p.m. Hawaiʻi-Aleutian Time on the Business Day following recordation unless otherwise agreed.

7.2 Seller Closing Deliverables.
(i) Executed and notarized Deed;
(ii) FIRPTA/HARPTA certificates;
(iii) Bill of Sale for personal property (if any);
(iv) Foreign Status and Withholding Certificates;
(v) Keys and access devices;
(vi) Other documents reasonably required by Escrow Holder.

7.3 Buyer Closing Deliverables.
(i) Purchase Price balance;
(ii) Financing documents (if any);
(iii) Evidence of insurance;
(iv) Other documents reasonably required by Escrow Holder.

7.4 Prorations and Adjustments.
Real property taxes, association dues, rent, utilities, and other customary items shall be prorated as of 11:59 p.m. on the day immediately preceding recordation.

7.5 Closing Costs.
(a) Seller shall pay: conveyance tax, Seller’s escrow fee share, existing lien releases, and Seller’s legal counsel.
(b) Buyer shall pay: recording fees, title insurance premium, Buyer’s escrow fee share, loan charges, and Buyer’s legal counsel.
(c) Other costs per local custom unless expressly modified herein.

8. REPRESENTATIONS AND WARRANTIES

8.1 Seller’s Representations and Warranties. Seller represents and warrants to Buyer, as of the Effective Date and as of Closing:
(a) Authority. Seller has full right, title, and capacity to execute and perform this Agreement.
(b) Title. Seller is the fee-simple owner of the Property, free of encumbrances other than Permitted Exceptions.
(c) Compliance. To Seller’s Knowledge, the Property is not in material violation of Applicable Law.
(d) Litigation. No pending or threatened litigation or governmental action materially affecting the Property exists.
(e) Foreign Status. Seller is/not a “foreign person” under I.R.C. § 1445.
(f) Other Disclosures. The Disclosures are true, complete, and correct in all material respects.

8.2 Buyer’s Representations and Warranties.
(a) Authority and Capacity. Buyer is duly organized (if an entity) and has requisite authority to consummate the transaction.
(b) Funds. Buyer has, or will have at Closing, sufficient funds to close or a valid Financing Commitment.
(c) No Prohibited Transactions. Buyer is not subject to U.S. sanctions laws prohibiting the transaction.

8.3 Survival. The representations and warranties in §§8.1 and 8.2 shall survive Closing for a period of [12] months, except those stated to survive longer or indefinitely.

9. COVENANTS

9.1 Seller’s Pre-Closing Covenants. Between the Effective Date and Closing, Seller shall:
(a) maintain the Property in substantially the same condition, reasonable wear excepted;
(b) not further encumber or transfer any interest in the Property;
(c) promptly inform Buyer of material changes concerning the Property;
(d) allow Buyer and Buyer’s agents reasonable access for inspections.

9.2 Buyer’s Covenants. Buyer shall:
(a) timely deliver all information reasonably required by any lender or Escrow Holder;
(b) maintain confidentiality of Seller’s proprietary information;
(c) not assign this Agreement except as permitted in §13.4.

9.3 Mutual Covenants. The Parties shall cooperate in good faith to satisfy conditions precedent and close on the Closing Date.

10. DEFAULT; REMEDIES

10.1 Seller Default. If Seller fails to perform any material obligation and such failure continues for five (5) Business Days after written notice from Buyer (except where performance cannot reasonably be completed within such period, provided Seller commences cure and diligently completes), Buyer may elect one of the following as sole and exclusive remedies:
(a) Terminate this Agreement and recover the Deposit, plus Buyer’s actual out-of-pocket costs not to exceed $[CAP]; or
(b) Seek specific performance of this Agreement, together with reasonable costs and attorneys’ fees. Damages for specific performance shall be limited as in §11.2.

10.2 Buyer Default. If Buyer defaults and fails to cure within five (5) Business Days after written notice from Seller, Seller’s sole remedy shall be to retain the Deposit as liquidated damages. THE PARTIES ACKNOWLEDGE THAT THE DEPOSIT REPRESENTS A FAIR ESTIMATE OF SELLER’S DAMAGES AND IS NOT A PENALTY.

11. RISK ALLOCATION

11.1 Indemnification.
(a) Seller shall indemnify, defend, and hold Buyer harmless from and against claims, damages, losses, and expenses (including reasonable attorneys’ fees) arising from Seller’s breach of this Agreement or Seller’s gross negligence or willful misconduct, capped as set forth in §11.2.
(b) Buyer shall indemnify, defend, and hold Seller harmless from and against claims, damages, losses, and expenses (including reasonable attorneys’ fees) arising from Buyer’s breach of this Agreement or Buyer’s gross negligence or willful misconduct, capped as set forth in §11.2.

11.2 Liability Caps. Except for claims based on fraud, willful misconduct, or statutory liability that may not be limited, each Party’s cumulative liability under this Agreement shall not exceed the amount of the Earnest Money Deposit.

11.3 Risk of Loss. Risk of physical loss or damage to the Property shall remain with Seller until recordation. If any material loss occurs prior to Closing, Buyer may terminate and receive a refund of the Deposit or proceed with an assignment of Seller’s insurance proceeds.

11.4 Force Majeure. Neither Party shall be liable for delays caused by events beyond its reasonable control (e.g., acts of God, governmental action, pandemic, labor disputes), provided the affected Party promptly notifies the other and resumes performance when practicable. Closing shall be extended for the period of delay, not to exceed thirty (30) days without mutual written consent.

12. DISPUTE RESOLUTION

12.1 Governing Law. This Agreement shall be governed by and construed under the laws of the State of Hawaiʻi, without regard to conflicts-of-law principles.

12.2 Forum Selection. Any suit, action, or proceeding arising out of or relating to this Agreement shall be brought exclusively in the Circuit Court of the First Circuit, State of Hawaiʻi (or, if jurisdictionally required, the District Court of the State of Hawaiʻi).

12.3 Optional Arbitration. If, but only if, the Parties execute a separate written arbitration agreement referencing this §12.3, any dispute shall be submitted to binding arbitration under the Hawaiʻi Arbitration Rules of Dispute Prevention & Resolution, Inc. Absent such separate agreement, arbitration is not required.

12.4 Specific Performance. The Parties acknowledge that the Property is unique and agree that specific performance is an appropriate remedy for breach under §10.1(b). Nothing herein shall preclude either Party from seeking injunctive relief to preserve the status quo.

[// GUIDANCE: Jury trial waiver intentionally omitted, per metadata.]

13. GENERAL PROVISIONS

13.1 Notices. All notices shall be in writing and deemed given on the earlier of: (a) actual receipt, (b) one (1) Business Day after deposit with a nationally recognized overnight courier, or (c) upon email transmission with confirmation of delivery, in each case addressed to the Parties at the addresses set forth in §1.2 (or such other address a Party designates by notice).

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

13.3 Assignment. Buyer may not assign this Agreement without Seller’s prior written consent, except to an Affiliate controlled by Buyer, provided Buyer remains liable as a primary obligor.

13.4 Successors and Assigns. This Agreement binds and benefits the Parties and their respective heirs, successors, and permitted assigns.

13.5 Severability. If any provision is held invalid or unenforceable, the remaining provisions remain in full force, and the invalid provision shall be deemed revised to the minimum extent necessary to render it enforceable.

13.6 Entire Agreement. This Agreement constitutes the entire understanding between the Parties regarding the subject matter and supersedes all prior or contemporaneous oral or written agreements.

13.7 Counterparts; Electronic Signatures. This Agreement may be executed in multiple counterparts, each of which is deemed an original and all of which constitute one document. Signatures transmitted by electronic means (e.g., PDF, DocuSign) are binding.

13.8 Time of the Essence. Time is of the essence for every provision.

13.9 Interpretation. Headings are for convenience only and do not affect interpretation. “Including” means “including, without limitation.”

14. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have executed this Residential Purchase and Sale Agreement effective as of the date first written above.

SELLER:

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

BUYER:

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

[// GUIDANCE: If the Seller or Buyer is an entity, add appropriate corporate authority certificates and resolutions.]

NOTARY ACKNOWLEDGMENT
State of Hawaiʻi )
County of ____ ) ss.

On this _ day of _, 20__, before me appeared ______, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the foregoing instrument and acknowledged that he/she/they executed the same.

Notary Public, State of Hawaiʻi
My commission expires: ____

[// GUIDANCE:
1. File the executed Deed in the correct recording system (Land Court or Regular System) with the Bureau of Conveyances.
2. Verify compliance with FIRPTA/HARPTA withholding requirements.
3. Update timeline placeholders to track precise statutory or contractual deadlines.]