RESIDENTIAL REAL ESTATE PURCHASE AND SALE AGREEMENT

(Commonwealth of Kentucky)

[// GUIDANCE: Replace all bracketed language and blanks with deal-specific information before circulation.]

DOCUMENT HEADER

This Residential Real Estate Purchase and Sale Agreement (the “Agreement”) is made and entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between:

1. [SELLER LEGAL NAME], a [state & entity type, if applicable], whose address is [SELLER ADDRESS] (“Seller”); and
2. [BUYER LEGAL NAME], a [state & entity type, if applicable], whose address is [BUYER ADDRESS] (“Buyer”).

Seller and Buyer are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

Recitals

A. Seller owns the real property and improvements commonly known as [STREET ADDRESS, CITY, KY ZIP], more particularly described on Exhibit A (the “Property”).
B. Buyer desires to purchase, and Seller desires to sell, the Property pursuant to 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 adequacy of which are acknowledged, the Parties agree as follows:

TABLE OF CONTENTS

1. Definitions
2. Purchase and Sale; Consideration
3. Earnest Money; Escrow
4. Contingency Periods
5. Title; Survey; Objections
6. Property Condition; Statutory Disclosures
7. Closing Procedures
8. Representations and Warranties
9. Covenants
10. Default
11. Remedies
12. Risk Allocation
13. Dispute Resolution
14. General Provisions
15. Exhibits & Schedules
16. Execution Block

1. DEFINITIONS

[Alphabetical; cross-referenced throughout]

“Appraisal Contingency Period” means the period ending at 11:59 p.m. EST on the date that is [NUMBER] calendar days after the Effective Date.

“Business Day” means any day other than Saturday, Sunday, or a day on which Kentucky state-chartered banks are required or authorized to close.

“Closing” has the meaning set forth in Section 7.1.

“Closing Date” means [CLOSING DATE], or such earlier or later date as the Parties may mutually agree in writing.

“Contingency Periods” means, collectively, the Inspection Contingency Period, Appraisal Contingency Period, and Financing Contingency Period.

“Earnest Money” means the deposit described in Section 3.1.

“Escrow Agent” means [ESCROW COMPANY NAME], or any successor mutually acceptable to the Parties.

“Financing Contingency Period” means the period ending at 11:59 p.m. EST on the date that is [NUMBER] calendar days after the Effective Date.

“Inspection Contingency Period” means the period ending at 11:59 p.m. EST on the date that is [NUMBER] calendar days after the Effective Date.

“Material Adverse Condition” means any defect, condition, or fact at the Property that would cost in excess of [DOLLAR AMOUNT] to remediate or that materially impairs the Property’s value or Buyer’s intended use.

“Purchase Price” has the meaning set forth in Section 2.1.

“State Real Estate Law” means the statutes, regulations, and common law of the Commonwealth of Kentucky governing residential real estate transactions.

Other capitalized terms are defined in the body of this Agreement.

2. PURCHASE AND SALE; CONSIDERATION

2.1 Purchase and Sale. Seller agrees to sell, and Buyer agrees to purchase, the Property for an aggregate purchase price of [PURCHASE PRICE] U.S. Dollars (the “Purchase Price”), subject to prorations and adjustments herein.

2.2 Manner of Payment. The Purchase Price shall be paid as follows:
a. Earnest Money pursuant to Section 3;
b. The balance of the Purchase Price, plus Buyer’s closing costs, in immediately available funds at Closing.

[// GUIDANCE: Insert any seller financing or assumption language, if applicable.]

3. EARNEST MONEY; ESCROW

3.1 Deposit. Within [NUMBER] Business Days after the Effective Date, Buyer shall deposit [EARNEST MONEY AMOUNT] Dollars as earnest money (the “Earnest Money”) with the Escrow Agent by wire transfer or other cleared funds. If Buyer fails to timely deposit the Earnest Money, Seller may terminate this Agreement upon written notice before Buyer cures.

3.2 Escrow Terms. The Earnest Money shall be held and disbursed by the Escrow Agent in accordance with Exhibit E (Escrow Instructions) and applicable Kentucky law. Interest, if any, shall follow the Earnest Money.

4. CONTINGENCY PERIODS

4.1 Inspection Contingency.
a. During the Inspection Contingency Period, Buyer may enter the Property (on no less than 24 hours’ prior notice) to conduct inspections, tests, and investigations.
b. Buyer may terminate this Agreement for any reason or no reason by delivering written notice to Seller before expiration of the Inspection Contingency Period, in which event the Earnest Money shall be returned to Buyer, and neither Party shall have further obligation except those that expressly survive termination.
c. If Buyer does not timely terminate, the Inspection Contingency shall be deemed waived.

4.2 Appraisal Contingency. If the Property appraises for less than the Purchase Price and Buyer delivers evidence thereof to Seller within the Appraisal Contingency Period, Buyer may (i) terminate this Agreement and receive a refund of the Earnest Money, or (ii) waive the contingency in writing.

4.3 Financing Contingency. This Agreement is contingent upon Buyer obtaining a written commitment for mortgage financing on or before the expiration of the Financing Contingency Period. Failure to obtain such commitment shall permit Buyer to terminate with Earnest Money refund by written notice before expiration of the Financing Contingency Period.

4.4 Radon & Other Environmental Tests. Buyer may, within the Inspection Contingency Period, perform radon, mold, or other environmental testing. Detection of hazardous levels permits Buyer to terminate as set forth in Section 4.1(b).

5. TITLE; SURVEY; OBJECTIONS

5.1 Evidence of Title. Within [NUMBER] Business Days after the Effective Date, Seller shall cause [TITLE COMPANY] to deliver to Buyer: (i) a commitment for an owner’s ALTA policy of title insurance in the amount of the Purchase Price, and (ii) copies of all recorded exceptions (collectively, the “Title Commitment”).

5.2 New Survey. Buyer may, at Buyer’s cost, obtain an ALTA/NSPS survey of the Property.

5.3 Title/Survey Objection Period. Buyer shall have [NUMBER] Business Days after receipt of the later of the Title Commitment or survey to deliver written objections. Seller shall have [NUMBER] Business Days to cure any timely objections. If Seller fails or refuses to cure, Buyer may (i) waive the objection, or (ii) terminate this Agreement and receive a refund of the Earnest Money.

6. PROPERTY CONDITION; STATUTORY DISCLOSURES

6.1 Statutory Seller’s Disclosure. Pursuant to Ky. Rev. Stat. Ann. § 324.360, Seller shall complete and deliver to Buyer the Kentucky Seller’s Disclosure of Property Condition Form attached as Exhibit B.

6.2 Lead-Based Paint (if Property built prior to 1978). Seller shall provide Buyer with the federally required lead-based paint disclosure form and EPA pamphlet (“Protect Your Family From Lead in Your Home”) attached as Exhibit C pursuant to 42 U.S.C. § 4852d.

6.3 “As-Is” Sale; Exception for Seller’s Representations. Subject to Sections 6.1, 6.2, and Seller’s representations and warranties herein, Buyer acknowledges and agrees that it is acquiring the Property “AS IS, WHERE IS, AND WITH ALL FAULTS.”

6.4 Repairs. Seller shall repair or replace, at Seller’s cost and prior to Closing, any Material Adverse Condition discovered and timely objected to by Buyer, or provide Buyer a credit at Closing mutually agreed upon in writing.

7. CLOSING PROCEDURES

7.1 Closing. The consummation of the transaction (“Closing”) shall occur on the Closing Date at the offices of [CLOSING ATTORNEY/TITLE COMPANY], or by remote exchange of documents and funds.

7.2 Closing Deliverables.
a. Seller shall deliver:
i. General Warranty Deed conveying fee simple title, duly executed and notarized;
ii. Bill of Sale for personal property, if any;
iii. Affidavit of title;
iv. FIRPTA certification; and
v. Any other documents reasonably required by the Closing attorney or title company.
b. Buyer shall deliver:
i. Balance of the Purchase Price;
ii. Buyer’s settlement statement; and
iii. Any lender-required documents.

7.3 Prorations and Adjustments. Real property taxes, rents, HOA dues, and utilities shall be prorated as of 11:59 p.m. EST on the day preceding the Closing Date.

7.4 Recording & Transfer Tax. The deed shall be recorded at Buyer’s cost. Kentucky real estate transfer tax shall be paid [OPTION: split 50/50 | Buyer | Seller].

8. REPRESENTATIONS AND WARRANTIES

8.1 Seller’s Representations. Seller represents and warrants to Buyer as of the Effective Date and as of Closing that:
a. Authority. Seller has full power and authority to execute, deliver, and perform this Agreement.
b. No Foreign Person. Seller is not a “foreign person” within the meaning of 26 U.S.C. § 1445.
c. No Pending Litigation. To Seller’s Knowledge, no litigation or condemnation proceeding is pending or threatened against the Property that would materially impair value.
d. Compliance. To Seller’s Knowledge, the Property is not in material violation of any applicable law, ordinance, or code.
e. Hazardous Substances. Seller has not received written notice of any uncured violation of environmental laws relating to the Property.
f. Accuracy of Disclosures. All information furnished by Seller to Buyer pursuant hereto is true, correct, and complete in all material respects.

8.2 Buyer’s Representations. Buyer represents and warrants to Seller that:
a. Authority. Buyer has full power and authority to execute, deliver, and perform this Agreement.
b. Financial Ability. Buyer has, or will have at Closing, sufficient funds or financing to pay the Purchase Price and perform Buyer’s obligations.

8.3 Survival. The representations and warranties in this Section 8 shall survive Closing for a period of [SURVIVAL PERIOD, e.g., 12] months.

9. COVENANTS

9.1 Seller’s Covenants. From Effective Date through Closing:
a. Operation. Seller shall maintain the Property in substantially the same condition, normal wear and tear excepted.
b. Alterations. Seller shall not undertake material alterations without Buyer’s prior written consent (not to be unreasonably withheld).
c. Leases & Contracts. Seller shall not enter or modify leases or service contracts that will survive Closing without Buyer’s consent.

9.2 Buyer’s Covenants. Buyer shall cooperate in good faith to obtain any required loan commitment and shall timely provide all information reasonably requested by Seller, the title company, or Buyer’s lender.

10. DEFAULT

10.1 Buyer Default. If Buyer fails to perform any obligation at or before Closing and such failure is not cured within [NUMBER] Business Days after written notice, Seller may terminate this Agreement and retain the Earnest Money as full liquidated damages (the Parties acknowledging that actual damages would be difficult to ascertain). Retention of the Earnest Money shall be Seller’s sole and exclusive remedy for Buyer’s default.

10.2 Seller Default. If Seller fails to perform any obligation at or before Closing and such failure is not cured within [NUMBER] Business Days after written notice, Buyer may elect (i) specific performance of this Agreement, or (ii) termination with refund of the Earnest Money and reimbursement of Buyer’s actual, reasonable out-of-pocket costs not to exceed [COST CAP]. The remedies set forth herein are Buyer’s sole and exclusive remedies for Seller’s default.

11. REMEDIES

11.1 Specific Performance. The Parties acknowledge that the Property is unique and that, subject to Section 10, injunctive relief in the nature of specific performance shall be an available equitable remedy.

11.2 Attorneys’ Fees. In any action to enforce this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys’ fees and court costs.

12. RISK ALLOCATION

12.1 Indemnification (Limited). Each Party (“Indemnifying Party”) shall indemnify, defend, and hold harmless the other Party, its affiliates, and their respective agents from and against all claims, losses, and liabilities arising from any breach of the Indemnifying Party’s representations, warranties, or covenants, provided that the Indemnifying Party’s aggregate liability under this Section 12.1 shall not exceed the Earnest Money.

12.2 Limitation of Liability. EXCEPT FOR SPECIFIC PERFORMANCE UNDER SECTION 11.1, THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE EARNEST MONEY, AND NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES.

12.3 Risk of Loss. Risk of loss or damage to the Property by fire or other casualty shall remain with Seller until Closing. In the event of material casualty prior to Closing, Buyer may terminate this Agreement with Earnest Money refund or proceed with Closing and receive any insurance proceeds.

12.4 Force Majeure. Neither Party shall be liable for delays due to acts of God, governmental actions, or other events beyond its reasonable control; provided, however, that performance shall resume promptly upon cessation of the force majeure event.

13. DISPUTE RESOLUTION

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Kentucky (the “Governing Law”), without regard to conflicts-of-laws principles.

13.2 Forum Selection. Any suit, action, or proceeding arising out of or relating to this Agreement shall be instituted in the state courts of competent jurisdiction sitting in [COUNTY], Kentucky (the “Selected Forum”), and each Party irrevocably submits to the exclusive jurisdiction of such courts.

13.3 Optional Arbitration. If BOTH Parties initial below, any dispute shall instead be resolved by binding arbitration administered by the American Arbitration Association in accordance with its Residential Real Estate Rules.
Buyer Initials: _ Seller Initials: _
[// GUIDANCE: If either Party declines to initial, disputes remain in state court under Section 13.2.]

13.4 WAIVER OF JURY TRIAL. Intentionally Omitted. (No jury waiver per metadata.)

13.5 Specific Performance Reservation. Nothing in this Article limits either Party’s right to seek specific performance as provided in Sections 10 and 11.

14. GENERAL PROVISIONS

14.1 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 confirmed receipt, to the addresses set forth above (or as later designated). Notice is effective on the date of delivery or deemed refusal.

14.2 Entire Agreement; Integration. This Agreement, including all Exhibits and Schedules, constitutes the entire agreement between the Parties and supersedes all prior discussions or agreements.

14.3 Amendment; Waiver. No amendment or waiver is effective unless in a written instrument executed by the Party against whom enforcement is sought.

14.4 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. Any unauthorized assignment is void.

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

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

14.7 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which is deemed an original, and all of which together constitute one instrument. Signatures transmitted electronically (e.g., via DocuSign) shall be deemed original and binding pursuant to the Kentucky Uniform Electronic Transactions Act, Ky. Rev. Stat. Ann. §§ 369.101 et seq.

15. EXHIBITS & SCHEDULES

• Exhibit A – Legal Description of the Property
• Exhibit B – Kentucky Seller’s Disclosure of Property Condition (§ 324.360)
• Exhibit C – Lead-Based Paint Disclosure (if applicable)
• Exhibit D – Fixture & Personal Property Inclusion/Exclusion List
• Exhibit E – Escrow Instructions
• Schedule 1 – Prorations & Closing Statement Template

[// GUIDANCE: Attach additional exhibits (e.g., survey, HOA docs) as needed.]

16. EXECUTION BLOCK

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

SELLER:

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

BUYER:

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

NOTARY ACKNOWLEDGMENT (if required)
State of ____ )
County of __ )

On this _ day of _, 20, before me, the undersigned Notary Public, personally appeared ______, proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged that he/she/they executed the same for the purposes therein contained.

My Commission Expires: _____

Notary Public

[END OF AGREEMENT – SIGNATURES FOLLOW]