RESIDENTIAL REAL ESTATE PURCHASE AND SALE AGREEMENT
[Indiana – Governed by Indiana state_real_estate_law]
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
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Parties.
This Residential Real Estate Purchase and Sale Agreement (“Agreement”) is made and effective as of [EFFECTIVE DATE] (“Effective Date”) by and between:
a. [SELLER LEGAL NAME], an [Indiana] [individual/limited liability company/corporation] (“Seller”); and
b. [BUYER LEGAL NAME], an [Indiana] [individual/limited liability company/corporation] (“Buyer”). -
Recitals.
A. Seller is the fee simple owner of certain improved residential real property located at [STREET ADDRESS, CITY, COUNTY, IN ZIP], Indiana, together with all improvements, fixtures, and appurtenances, legally described in Exhibit A (collectively, the “Property”).
B. Buyer desires to purchase, and Seller desires to sell, the Property on the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows.
II. DEFINITIONS
For purposes of this Agreement, the following capitalized terms shall have the meanings set forth below. Any term not defined herein shall have its plain meaning, consistent with Indiana real estate law.
“Appraisal Contingency Period” — The period ending at 11:59 p.m. (local Indiana time) on [____] calendar days after the Effective Date within which Buyer may obtain an appraisal meeting or exceeding the Purchase Price.
“Buyer’s Inspection Period” — The period ending at 11:59 p.m. on [____] calendar days after the Effective Date during which Buyer may conduct Due Diligence Inspections.
“Closing” — The consummation of the purchase and sale contemplated hereby, to occur on the Closing Date at the offices of [TITLE COMPANY/ESCROW AGENT] or such other place as the parties mutually designate.
“Closing Date” — [CLOSING DATE], or such other date as the parties may mutually agree in writing.
“Contingency Periods” — Collectively, the Buyer’s Inspection Period, Financing Contingency Period, and Appraisal Contingency Period.
“Earnest Money” — The sum of $[AMOUNT], to be delivered by Buyer to Escrow Agent within [___] Business Days of the Effective Date.
“Escrow Agent” — [TITLE COMPANY/LAW FIRM], which shall hold the Earnest Money in accordance with Section 3.2.
“Financing Contingency Period” — The period ending at 11:59 p.m. on [____] calendar days after the Effective Date during which Buyer shall obtain a firm written commitment for financing.
“Good Funds” — Collectively, the forms of funds permitted by Indiana Code § 27-7-3.5-2, as may be amended (“Good Funds Law”).
“Purchase Price” — The total consideration of $[AMOUNT] to be paid by Buyer to Seller for the Property, subject to prorations and adjustments described herein.
“Seller Disclosure Law” — Chapter 32-21-5 of the Indiana Code requiring Seller to deliver a Seller’s Residential Real Estate Disclosure Form (the “Disclosure Form”).
// GUIDANCE: Add additional defined terms (e.g., “Title Commitment,” “Permitted Exceptions”) as needed based on transaction specifics.
III. OPERATIVE PROVISIONS
3.1 Purchase and Sale.
Seller agrees to sell, convey, and transfer, and Buyer agrees to purchase, the Property for the Purchase Price, free and clear of all Liens other than Permitted Exceptions.
3.2 Earnest Money.
a. Delivery. Buyer shall deposit the Earnest Money with Escrow Agent within the time specified in Section 2 (“Earnest Money”).
b. Interest. Interest, if any, shall follow the Earnest Money.
c. Default. Disbursement upon default shall be governed by Article VI.
3.3 Payment of Purchase Price.
At Closing, Buyer shall pay the Purchase Price, less Earnest Money and plus/minus prorations, in Good Funds to Escrow Agent for Seller’s benefit.
3.4 Financing.
Buyer’s obligation to close is contingent upon Buyer obtaining financing on commercially reasonable terms within the Financing Contingency Period. Buyer shall promptly notify Seller upon satisfaction or waiver of this contingency.
3.5 Buyer’s Inspection Period (Due Diligence).
a. Scope. Buyer may conduct inspections, surveys, environmental assessments, and other investigations (“Inspections”).
b. Access. Seller shall provide reasonable access upon [24/48] hours’ notice.
c. Termination. Buyer may terminate this Agreement before the expiration of the Buyer’s Inspection Period by written notice to Seller, whereupon Earnest Money shall be refunded.
3.6 Appraisal Contingency.
If the Property does not appraise at or above the Purchase Price during the Appraisal Contingency Period, Buyer may (i) terminate this Agreement and receive a refund of Earnest Money, or (ii) waive the contingency in writing and proceed to Closing.
3.7 Title and Survey.
a. Title Commitment. Within [___] days of the Effective Date, Seller shall cause [TITLE COMPANY] to deliver to Buyer a commitment for an ALTA owner’s policy (“Title Commitment”), together with legible copies of all exceptions.
b. Objections. Buyer shall have [___] days to object in writing; Seller shall have [___] days to cure.
c. Survey. Buyer may obtain a survey at Buyer’s cost.
3.8 Conveyance Instrument.
At Closing, Seller shall execute and deliver a General Warranty Deed conveying fee simple title, subject only to Permitted Exceptions.
3.9 Closing Procedure.
a. Closing Date. Closing shall occur on the Closing Date.
b. Deliveries. At Closing:
i. Seller shall deliver the executed Deed, FIRPTA affidavit, closing statements, and possession;
ii. Buyer shall deliver Good Funds;
iii. The parties shall execute the Indiana Residential Sales Disclosure Form mandated by the Seller Disclosure Law, if not previously delivered.
c. Possession. Possession shall pass to Buyer at [time] on the Closing Date, subject to [post-closing occupancy agreement, if any].
3.10 Prorations & Closing Costs.
Taxes, rents, homeowners’ association dues, and other customary items shall be prorated as of 11:59 p.m. the day preceding Closing. Recording fees for the deed shall be paid by [BUYER/SELLER]; transfer taxes (if any) by [BUYER/SELLER]; title insurance premium by [BUYER/SELLER].
// GUIDANCE: Modify the proration methodology according to county norms if necessary.
IV. REPRESENTATIONS & WARRANTIES
4.1 Seller’s Representations. Seller represents and warrants that, as of the Effective Date and as of Closing:
a. Authority. Seller has full authority to enter into and perform this Agreement.
b. Title. Seller holds fee simple title to the Property.
c. No Violations. To Seller’s Knowledge, no litigation or condemnation proceeding is pending against the Property.
d. Condition. Except as disclosed in the Disclosure Form, Seller has no Knowledge of material defects.
e. Foreign Status. Seller is not a “foreign person” as defined in 26 U.S.C. § 1445.
4.2 Buyer’s Representations. Buyer represents and warrants that:
a. Authority and Funds. Buyer has authority to enter into and perform this Agreement and has, or will have at Closing, adequate funds.
b. No Reliance. Buyer is not relying on any representation not expressly set forth herein or in the Disclosure Form.
4.3 Survival. The representations and warranties in Sections 4.1 and 4.2 shall survive Closing for [___] months, except Section 4.1(e), which shall survive indefinitely.
V. COVENANTS & RESTRICTIONS
5.1 Pre-Closing Covenants of Seller. Seller shall:
a. Maintain the Property in substantially the same condition, ordinary wear excepted.
b. Not further encumber the Property.
c. Promptly notify Buyer of any material change or damage.
5.2 Covenants of Buyer.
a. Conduct Inspections in a manner that does not damage the Property.
b. Restore any disturbed areas after Inspections.
5.3 Notice and Cure. A party alleging breach of any covenant shall provide written notice to the breaching party, who shall have [___] days to cure.
VI. DEFAULT & REMEDIES
6.1 Buyer Default. If Buyer defaults after expiration of all Contingency Periods and fails to cure within [___] days after notice, Seller’s sole and exclusive remedy shall be to retain the Earnest Money as liquidated damages. The parties acknowledge the difficulty of ascertaining actual damages and agree that the Earnest Money represents a reasonable estimate.
6.2 Seller Default. If Seller defaults and fails to cure within [___] days after notice:
a. Buyer may elect (i) termination with return of Earnest Money and reimbursement of its actual, documented out-of-pocket expenses up to $[CAP], or (ii) specific performance (injunctive relief) to compel conveyance.
b. Buyer expressly reserves the equitable remedy of specific performance in accordance with Section 8.4.
6.3 Mutual Default Provisions.
a. Attorney Fees. The prevailing party in any action to enforce this Agreement shall be entitled to reasonable attorney fees and costs.
b. Limitation on Damages. Except for specific performance, the liability of either party shall not exceed the Earnest Money amount in the aggregate, subject to Section 7.3.
VII. RISK ALLOCATION
7.1 Limited Indemnification.
a. Seller shall indemnify Buyer from and against third-party claims arising from Seller’s breach of representations or covenants, capped at the Earnest Money amount.
b. Buyer shall indemnify Seller for third-party claims arising from Buyer’s Inspections or entry prior to Closing, capped at the Earnest Money amount.
// GUIDANCE: For larger transactions, consider environmental indemnities and higher caps.
7.2 Risk of Loss. Prior to Closing, risk of loss or damage to the Property shall remain with Seller. If material damage occurs, Buyer may (i) terminate and recover Earnest Money, or (ii) elect to proceed with an assignment of insurance proceeds.
7.3 Liability Cap. Notwithstanding any provision herein, the aggregate liability of either party for monetary damages shall not exceed the Earnest Money amount.
7.4 Force Majeure. Neither party shall be liable for delays caused by events beyond its reasonable control (e.g., acts of God, governmental actions, pandemics). Deadlines shall be extended day-for-day, not to exceed [30] days.
VIII. DISPUTE RESOLUTION
8.1 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Indiana, without regard to its conflict of laws principles.
8.2 Forum Selection. Each party irrevocably submits to the exclusive jurisdiction of the state courts sitting in [COUNTY], Indiana for any suit, action, or proceeding arising out of or related to this Agreement.
8.3 Optional Arbitration.
[OPTIONAL — STRIKE IF NOT ELECTED]
The parties may, by mutual written agreement executed after a dispute arises, submit such dispute to binding arbitration administered by the American Arbitration Association under its Real Estate Industry Rules.
8.4 Injunctive Relief. Nothing herein shall limit either party’s right to seek specific performance or other equitable relief in a court of competent jurisdiction.
8.5 Jury Trial Waiver. [INTENTIONALLY OMITTED per metadata “Jury Waiver: excluded.”]
IX. GENERAL PROVISIONS
9.1 Notices. All notices shall be in writing and deemed given when delivered personally, sent by nationally-recognized overnight courier, or emailed with confirmation, to the addresses set forth below each party’s signature.
9.2 Assignment. Neither party may assign this Agreement without the prior written consent of the other, except that Buyer may assign to an entity controlled by or under common control with Buyer upon 3 Business Days’ notice.
9.3 Entire Agreement; Amendment. This Agreement supersedes all prior discussions and constitutes the entire agreement. It may be amended only by a written instrument signed by both parties.
9.4 Severability. If any provision is held invalid, the remainder shall be enforced to the fullest extent permitted by law.
9.5 Waiver. No waiver shall be effective unless in writing and signed by the waiving party.
9.6 Successors and Assigns. This Agreement shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.
9.7 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original.
9.8 Electronic Signatures. Signatures delivered via electronic transmission (e.g., DocuSign, PDF) shall be deemed originals for all purposes under the Indiana Uniform Electronic Transactions Act, Ind. Code § 26-2-8-101 et seq.
X. EXECUTION BLOCK
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
SELLER:
[SELLER LEGAL NAME]
By: ______
Name: ____
Title (if entity): ___
Address: ____
Email: ____
BUYER:
[BUYER LEGAL NAME]
By: ______
Name: ____
Title (if entity): ___
Address: ____
Email: ____
NOTARIZATION (if required for recording under Indiana law)
State of Indiana
County of ________
Subscribed and sworn before me on ____, 20__, by ______, personally known to me or proved on the basis of satisfactory evidence to be the person(s) who appeared before me.
Notary Public
My Commission Expires: _
County of Residence: ____
EXHIBIT A – LEGAL DESCRIPTION
[Attach full metes-and-bounds or lot/block legal description]
[// GUIDANCE:
1. Confirm county-specific closing customs (e.g., who pays owner’s title insurance premium).
2. Ensure delivery of the Indiana Seller’s Residential Real Estate Disclosure Form (Form 46234) no later than the buyer’s offer acceptance to comply with Ind. Code § 32-21-5-10.
3. If Property was built pre-1978, attach EPA Lead-Based Paint Disclosure as a separate exhibit.
4. Consider adding a post-closing possession agreement if Seller will remain in the Property after Closing.
5. For condominium or HOA properties, insert additional provisions addressing resale certificates, assessments, and right of first refusal.
]