RESIDENTIAL PURCHASE AND SALE AGREEMENT
(State of Mississippi)
[// GUIDANCE: All bracketed items must be reviewed and customized for each transaction. Delete inapplicable bracketed text before execution.]
TABLE OF CONTENTS
- Document Header
- Definitions
- Operative Provisions
- Representations & Warranties
- Covenants & Restrictions
- Default & Remedies
- Risk Allocation
- Dispute Resolution
- General Provisions
- Execution Block
1. DOCUMENT HEADER
This RESIDENTIAL PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of the Effective Date (defined below) by and between:
• [SELLER LEGAL NAME], a [state & entity type] (“Seller”); and
• [BUYER LEGAL NAME], a [state & entity type or individual] (“Buyer”).
Recitals
A. Seller is the record owner of fee simple title to the real property commonly known as [Street Address, City, County, Mississippi ZIP], together with all improvements, fixtures, easements, and appurtenances (collectively, the “Property”).
B. Buyer desires to purchase and Seller desires to sell the Property upon the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties agree as follows:
2. DEFINITIONS
For ease of reference, the following terms (whether singular or plural) shall have the meanings set forth below and shall apply throughout this Agreement:
“Affiliate” – any entity controlling, controlled by, or under common control with a party.
“Appraisal Contingency Period” – the period ending at 5:00 p.m. local Mississippi time on the date that is [___] calendar days after the Effective Date.
“Business Day” – any day other than Saturday, Sunday, or a Mississippi state or U.S. federal legal holiday.
“Closing” – the consummation of the purchase and sale contemplated herein, anticipated to occur on the Closing Date.
“Closing Date” – [___], or such earlier/later date as the parties may mutually agree in writing.
“Contingency Periods” – collectively, the Inspection Contingency Period, Financing Contingency Period, Appraisal Contingency Period, and Title Review Period.
“Earnest Money” – the deposit described in § 3.2.
“Effective Date” – the date on which the last party executes this Agreement, as indicated on the signature page hereto.
“Escrow Agent” – [Name of Title Company/Escrow Agent], located at [Address].
“Financing Contingency Period” – the period ending at 5:00 p.m. on the date that is [___] calendar days after the Effective Date.
“Inspection Contingency Period” – the period ending at 5:00 p.m. on the date that is [___] calendar days after the Effective Date.
“Mississippi Disclosure Act” – Mississippi Residential Property Condition Disclosure Act, Miss. Code Ann. §§ 89-1-501 et seq.
“Purchase Price” – $[___], payable per § 3.1.
“Title Review Period” – the period ending at 5:00 p.m. on the date that is [___] calendar days after Buyer’s receipt of the Title Commitment and Survey.
3. OPERATIVE PROVISIONS
3.1 Purchase and Sale; Purchase Price
Seller agrees to sell and Buyer agrees to purchase the Property for the Purchase Price, allocated and paid as follows:
a. Earnest Money (credited at Closing) ........... $ [___]
b. Additional Deposit (if any) ........................... $ [___]
c. Cash at Closing ............................................. $ [___]
3.2 Earnest Money
Within [3] Business Days following the Effective Date, Buyer shall deposit the Earnest Money with Escrow Agent by [wire transfer/certified funds]. Escrow Agent shall hold and disburse the Earnest Money strictly in accordance with this Agreement.
3.3 Contingencies
a. Property Inspection. Buyer may, at Buyer’s sole cost, conduct any non-invasive inspections during the Inspection Contingency Period. Buyer may terminate this Agreement by written notice to Seller before the expiration of such period if Buyer is dissatisfied for any reason, in which event the Earnest Money shall be refunded to Buyer.
b. Financing. This Agreement is conditioned upon Buyer obtaining a [conventional/FHA/VA/other] loan in the principal amount of $[___] at an interest rate not to exceed [___]% per annum within the Financing Contingency Period. Failure to secure such loan despite diligent efforts shall entitle Buyer to terminate and receive a refund of the Earnest Money.
c. Appraisal. The Property must appraise at not less than the Purchase Price within the Appraisal Contingency Period or Buyer may terminate and receive a refund of Earnest Money.
d. Title & Survey. Seller shall deliver to Buyer, via Escrow Agent, a current ALTA owner’s title commitment (the “Title Commitment”) and existing survey (or Seller shall permit Buyer to obtain a new survey at Buyer’s expense). Buyer may object in writing to any title/survey matters during the Title Review Period. Seller shall have [5] Business Days to cure or agree to cure such objections; otherwise Buyer may accept title as-is or terminate.
[// GUIDANCE: Additional contingencies (e.g., sale of Buyer’s home) may be inserted here.]
3.4 Disclosures
a. Mississippi Disclosure Act. On or before the Effective Date, Seller shall deliver to Buyer a fully executed property condition disclosure statement required by Miss. Code Ann. §§ 89-1-501 et seq.
b. Lead-Based Paint. If the Property includes residential improvements built prior to 1978, Seller shall provide Buyer with the federally-mandated lead-based paint disclosure form and EPA pamphlet.
c. Flood Zone. If any portion of the Property lies within Special Flood Hazard Areas as delineated by FEMA, Seller shall so disclose in writing and provide the most recent FEMA flood map panel reference.
3.5 Closing
a. Location & Manner. Closing shall occur at the offices of Escrow Agent or via remote/online notarization as permitted by Mississippi law.
b. Deliverables. At Closing:
i. Seller shall deliver a duly executed General Warranty Deed subject only to Permitted Exceptions;
ii. Buyer shall deliver the balance of the Purchase Price;
iii. The parties shall execute and deliver customary affidavits and closing statements.
c. Possession. Possession shall transfer to Buyer upon recordation of the deed, provided Purchase Price is fully paid.
d. Prorations & Closing Costs. Real estate taxes, assessments, rents, and utilities shall be prorated as of 11:59 p.m. the day preceding Closing. Seller shall pay: (i) deed preparation; (ii) Owner’s title insurance premium; (iii) one-half escrow fees. Buyer shall pay: (i) recording fees; (ii) lender’s title policy; (iii) one-half escrow fees; and (iv) loan-related charges.
3.6 Conditions Precedent to Closing
The obligations of each party to consummate Closing are subject to the satisfaction or written waiver on or before the Closing Date of the following:
a. Accuracy of representations & warranties;
b. Performance in all material respects of covenants;
c. Absence of any governmental order restraining Closing;
d. Buyer obtaining final loan approval ([if financing]).
4. REPRESENTATIONS & WARRANTIES
4.1 Seller’s Representations & Warranties
Seller represents and warrants to Buyer as of the Effective Date and as of Closing:
a. Authority. Seller has full authority to execute and perform this Agreement.
b. Title. Seller holds fee simple marketable title to the Property, free of liens other than Permitted Exceptions.
c. Compliance. Seller has not received written notice of any material violation of law relating to the Property that remains uncured.
d. Foreign Person. Seller is not a “foreign person” within the meaning of 26 U.S.C. § 1445.
e. Disclosure Accuracy. To Seller’s knowledge, all disclosures delivered to Buyer are true and correct in all material respects.
[// GUIDANCE: Attach disclosure schedules if needed.]
4.2 Buyer’s Representations & Warranties
Buyer represents and warrants to Seller:
a. Financial Capacity. Buyer has, or will have at Closing, sufficient funds or loan proceeds to consummate the purchase.
b. Authority. Buyer has full authority to execute and perform this Agreement.
c. Inspection. Buyer is purchasing the Property based on Buyer’s independent investigation, subject to Seller’s express warranties herein.
4.3 Survival
All representations and warranties shall survive Closing for a period of [___] months, after which they shall terminate, except for fraud.
5. COVENANTS & RESTRICTIONS
a. Maintenance. From the Effective Date until Closing, Seller shall maintain the Property in substantially the same condition, normal wear and tear excepted, and shall not remove any fixtures.
b. Further Assurances. Each party shall execute such further documents as reasonably required to carry out the intent of this Agreement.
c. Access. Seller shall afford Buyer and its agents reasonable access during normal business hours for inspections, provided Buyer gives at least [24] hours’ notice.
d. Marketing. Seller shall not solicit or accept backup offers after the Effective Date unless this Agreement is terminated.
6. DEFAULT & REMEDIES
6.1 Buyer Default
If Buyer fails to perform any material obligation and such failure continues for [5] Business Days after written notice, Seller may, as its sole and exclusive remedy, terminate this Agreement and retain the Earnest Money as liquidated damages, the parties acknowledging that actual damages would be difficult to ascertain.
6.2 Seller Default
If Seller fails to perform and such failure continues for [5] Business Days after written notice, Buyer may either:
a. Seek specific performance of this Agreement (the parties acknowledging that the Property is unique); or
b. Terminate this Agreement and receive a refund of the Earnest Money plus Buyer’s actual, documented third-party transaction costs not to exceed $[___].
6.3 Attorney Fees
In any action to enforce this Agreement, the prevailing party shall be entitled to reasonable attorney fees and court costs.
7. RISK ALLOCATION
7.1 Limited Indemnification
a. By Seller. Seller shall indemnify, defend, and hold Buyer harmless from any third-party claims arising from (i) Seller’s breach of this Agreement, or (ii) pre-Closing bodily injury or property damage occurring on the Property caused by Seller’s negligence or willful misconduct.
b. By Buyer. Buyer shall indemnify, defend, and hold Seller harmless from any third-party claims arising from (i) Buyer’s breach of this Agreement, or (ii) Buyer’s on-site inspections that result in bodily injury or property damage.
c. Cap on Liability. Except for fraud, willful misconduct, or obligations that expressly survive Closing, the aggregate liability of either party under this § 7.1 shall not exceed the Earnest Money.
7.2 Casualty & Condemnation
Risk of loss shall remain with Seller until Closing. If prior to Closing the Property is materially damaged (cost of repair exceeding [5]% of Purchase Price) or condemned, Buyer may terminate and receive the Earnest Money or elect to proceed and receive all insurance or condemnation proceeds.
7.3 Force Majeure
Neither party shall be liable for delays attributable to acts of God, government action, war, terrorism, pandemic, or other events beyond the reasonable control of the affected party; provided, however, the Closing Date shall automatically be extended by the duration of such event, not to exceed [30] days.
8. DISPUTE RESOLUTION
8.1 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Mississippi, without regard to conflict-of-laws principles.
8.2 Forum Selection
Each party irrevocably submits to the exclusive jurisdiction of the state courts located in [County], Mississippi for any suit, action, or proceeding arising out of or relating to this Agreement, except as provided in § 8.3.
8.3 Optional Arbitration
[OPTIONAL – STRIKE IF NOT ELECTED] If the checkbox below is initialed by both parties, any dispute shall be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Residential Real Estate Arbitration Rules, and judgment upon the award may be entered in any court of competent jurisdiction.
☐ Seller Initials: __ ☐ Buyer Initials: ____
8.4 Specific Performance
Nothing in this § 8 shall limit either party’s right to seek specific performance or other equitable relief as expressly provided in § 6.2.
[// GUIDANCE: Jury waiver intentionally omitted per user metadata.]
9. GENERAL PROVISIONS
a. Amendments & Waivers. No modification shall be effective unless in writing signed by the parties. Waiver of any provision shall not constitute waiver of any other provision.
b. Assignment. Buyer may not assign this Agreement without Seller’s prior written consent, except to an Affiliate controlling, controlled by, or under common control with Buyer or to Buyer’s lender for collateral-assignment purposes.
c. Successors & Assigns. Subject to § 9(b), this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.
d. Severability. If any provision is held invalid, the remainder shall be enforced to the fullest extent permitted by law.
e. Entire Agreement. This Agreement (including all exhibits and schedules) constitutes the entire agreement and supersedes all prior oral or written agreements relating to the subject matter hereof.
f. Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original. Signatures delivered via electronic means (e.g., DocuSign) shall be deemed original.
g. Notice. All notices must be in writing and delivered (i) personally, (ii) by certified mail, return receipt requested, (iii) by nationally recognized overnight courier, or (iv) by email with confirmation of receipt to the addresses set forth below each party’s signature. Notice is deemed received upon delivery or refusal of delivery.
10. EXECUTION BLOCK
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.
SELLER:
[SELLER LEGAL NAME]
By: _____
Name: ____
Title: _____
Date: ______
Mailing Address: ___
Email: ______
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) who executed the foregoing instrument on behalf of Seller.
Notary Public
My Commission Expires: _______
BUYER:
[BUYER LEGAL NAME]
By: _____
Name: ____
Title: _____
Date: ______
Mailing Address: ___
Email: ______
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) who executed the foregoing instrument on behalf of Buyer.
Notary Public
My Commission Expires: _______
[// GUIDANCE: Attach the following as Exhibits, as applicable:
• Exhibit A – Legal Description of Property
• Exhibit B – Seller’s Property Condition Disclosure Statement (Miss. Code Ann. §§ 89-1-501 et seq.)
• Exhibit C – Lead-Based Paint Disclosure (if pre-1978)
• Exhibit D – Survey (if new survey obtained)
• Exhibit E – Title Commitment (Schedule A & B-II)
]