RESIDENTIAL REAL ESTATE PURCHASE AND SALE AGREEMENT
(New Mexico)
[// GUIDANCE: This template is drafted for use in the State of New Mexico. It is designed for improved adaptability—bracketed placeholders identify key deal-specific terms that counsel will customize.]
TABLE OF CONTENTS
- Document Header
- Definitions
- Operative Provisions
- Representations & Warranties
- Covenants & Restrictions
- Default & Remedies
- Risk Allocation
- Dispute Resolution
- General Provisions
- Execution Block
- Exhibits & Schedules
1. DOCUMENT HEADER
1.1 Parties.
This Residential Real Estate Purchase and Sale Agreement (“Agreement”) is entered into effective as of [EFFECTIVE DATE] (the “Effective Date”) by and between [SELLER LEGAL NAME], a [ENTITY TYPE/INDIVIDUAL] (“Seller”), and [BUYER LEGAL NAME], a [ENTITY TYPE/INDIVIDUAL] (“Buyer”). Seller and Buyer may each be referred to herein individually as a “Party” and collectively as the “Parties.”
1.2 Recitals.
A. Seller is the fee-simple owner of certain improved real property commonly known as [STREET ADDRESS, CITY, COUNTY, NM ZIP], together with all buildings, fixtures, and appurtenances thereon (collectively, the “Property”).
B. Buyer desires to purchase the Property, and Seller desires to sell the Property, on the terms and conditions set forth herein.
C. In consideration of the mutual promises 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. Defined terms appear alphabetically.
“Appraisal Contingency Period” – the period ending at 11:59 p.m. Mountain Time on [APPRAISAL CONTINGENCY DATE].
“Closing” – the consummation of the transactions contemplated herein in accordance with Section 7.
“Closing Date” – the calendar date on which Closing occurs, scheduled for [CLOSING DATE], subject to extension as provided herein.
“Contingency Periods” – collectively, the Inspection Period, Financing Contingency Period, Appraisal Contingency Period, and Title Review Period.
“Earnest Money” – cash in the amount of [EARNEST MONEY AMOUNT] USD, deposited by Buyer with the Escrow Agent pursuant to Section 3.3.
“Escrow Agent” – [ESCROW/TITLE COMPANY], or such other licensed escrow agent mutually agreed upon in writing.
“Financing Contingency Period” – the period ending at 11:59 p.m. Mountain Time on [FINANCING CONTINGENCY DATE].
“Inspection Period” – the period ending at 11:59 p.m. Mountain Time on [INSPECTION PERIOD END DATE].
“NM Disclosure Statement” – the written property disclosure required under N.M. real estate practice, substantially in the form set forth in Schedule 1.
“Purchase Price” – [PURCHASE PRICE USD], subject to adjustments and prorations under Section 7.5.
“Specific Performance” – the equitable remedy described in Section 6.4(b).
“Title Commitment” – the preliminary commitment for an owner’s title insurance policy issued by the Title Company during the Title Review Period.
“Title Company” – [TITLE COMPANY NAME].
“Title Review Period” – the period ending seven (7) days after Buyer’s receipt of the Title Commitment and all exception documents.
3. OPERATIVE PROVISIONS
3.1 Agreement to Sell and Purchase.
Subject to the terms and conditions of this Agreement, Seller agrees to sell, transfer, and convey, and Buyer agrees to purchase, the Property for the Purchase Price.
3.2 Purchase Price; Form of Consideration.
(a) Purchase Price. Buyer shall pay to Seller the Purchase Price in immediately available U.S. funds at Closing.
(b) Allocation. [Optional: allocate Purchase Price among realty, personalty, and other assets for tax purposes.]
3.3 Earnest Money Deposit.
(a) Within two (2) Business Days after the Effective Date, Buyer shall deposit the Earnest Money with Escrow Agent.
(b) Disposition. The Earnest Money shall be applied to the Purchase Price at Closing, refunded to Buyer upon a timely termination under any Contingency Period, or delivered to Seller as liquidated damages pursuant to Section 6.3.
3.4 Financing.
(a) Buyer may obtain third-party financing on terms satisfactory to Buyer in its sole discretion.
(b) Buyer shall deliver written notice of loan approval on or before expiration of the Financing Contingency Period. Failure to do so shall constitute Buyer’s election to proceed in cash.
(c) Seller shall reasonably cooperate with Buyer’s lender without incurring additional cost or liability.
3.5 Contingency Periods.
(a) Inspection. Buyer may conduct any non-invasive inspections during the Inspection Period. Invasive tests require Seller’s prior written consent, not to be unreasonably withheld.
(b) Title Review. Buyer shall notify Seller of any Title Objections before expiration of the Title Review Period. Seller shall have five (5) Business Days to elect to cure.
(c) Appraisal. If the Property appraises for less than the Purchase Price, Buyer may terminate or renegotiate no later than the Appraisal Contingency Period.
(d) Financing. Termination under Section 3.4 is permitted before expiration of the Financing Contingency Period.
3.6 Closing Logistics.
(a) Time & Place. Closing shall occur on the Closing Date at the offices of the Escrow Agent or remotely via electronic means.
(b) Deliverables. At Closing, the Parties shall deliver the items set forth in Section 7.2.
(c) Possession. Possession shall transfer to Buyer upon recording of the warranty deed unless otherwise agreed in writing.
4. REPRESENTATIONS & WARRANTIES
4.1 Seller’s Representations. Seller represents and warrants to Buyer that as of the Effective Date and as of Closing:
(a) Title. Seller holds marketable fee-simple title to the Property, free of liens except Permitted Exceptions.
(b) Authority. Seller has full power and authority to execute and perform this Agreement.
(c) Compliance. To Seller’s Knowledge, the Property complies with all applicable laws and zoning ordinances.
(d) Hazardous Materials. Seller has not received written notice of any release of hazardous substances requiring remediation.
(e) Foreign Person. Seller is not a “foreign person” under 26 U.S.C. § 1445.
4.2 Buyer’s Representations. Buyer represents and warrants that:
(a) Authority. Buyer has full power and authority to execute and perform this Agreement.
(b) Funds. Buyer will have sufficient funds at Closing.
(c) No Reliance. Buyer is entering into this Agreement in reliance upon its own investigations, subject to Seller’s disclosures.
4.3 Survival. All representations and warranties of Seller shall survive Closing for a period of twelve (12) months, except for the warranty of title, which shall survive indefinitely.
5. COVENANTS & RESTRICTIONS
5.1 Seller’s Pre-Closing Covenants.
(a) Ordinary Course. Seller shall operate and maintain the Property in substantially the same manner as prior to the Effective Date.
(b) Alterations. Seller shall not materially alter the Property without Buyer’s consent.
(c) Access. Seller shall provide Buyer and its agents reasonable access during normal business hours for inspections.
(d) Insurance. Seller shall maintain its existing insurance coverages until Closing.
5.2 Buyer’s Pre-Closing Covenants.
(a) Restoration. Buyer shall restore any physical damage caused by its inspections.
(b) Confidentiality. Buyer shall keep all non-public information obtained confidential.
5.3 Notice and Cure. Each Party shall promptly notify the other of any event that would make any representation untrue or covenant breached. The breaching Party shall have five (5) Business Days to cure after receiving written notice.
6. DEFAULT & REMEDIES
6.1 Events of Default.
(a) Buyer Default. Failure of Buyer to (i) deposit Earnest Money, (ii) deliver the Purchase Price at Closing, or (iii) perform any material covenant.
(b) Seller Default. Failure of Seller to (i) convey title as required, or (ii) perform any material covenant.
6.2 Notice; Opportunity to Cure. Non-defaulting Party must deliver written notice specifying the default. The defaulting Party shall have five (5) Business Days to cure, unless the default is incapable of cure.
6.3 Buyer Default – Seller Remedies.
If Buyer defaults beyond applicable cure periods, Seller’s sole and exclusive remedy shall be retention of the Earnest Money as liquidated damages (the “Liability Cap”). THE PARTIES ACKNOWLEDGE THAT ACTUAL DAMAGES WOULD BE DIFFICULT TO DETERMINE AND THAT THE EARNEST MONEY REPRESENTS A REASONABLE ESTIMATE THEREOF.
6.4 Seller Default – Buyer Remedies.
(a) Termination. Buyer may terminate and receive an immediate refund of the Earnest Money plus documented out-of-pocket costs not to exceed [CAP ON COST REIMBURSEMENT] USD.
(b) Specific Performance. Alternatively, Buyer may seek Specific Performance compelling Seller to convey the Property. Seller waives any defense grounded solely on inadequacy of monetary damages.
(c) No Punitive Damages. Buyer waives punitive or exemplary damages.
6.5 Attorney Fees. The prevailing Party in any action arising out of this Agreement shall be entitled to reasonable attorney fees and costs.
7. RISK ALLOCATION
7.1 Indemnification.
(a) Seller Indemnity. Subject to Section 6.3, Seller shall indemnify, defend, and hold harmless Buyer from claims arising from (i) breach of Seller’s representations or covenants, or (ii) pre-Closing bodily injury or property damage on the Property, up to an aggregate amount equal to the Purchase Price.
(b) Buyer Indemnity. Buyer shall indemnify, defend, and hold harmless Seller from claims arising from Buyer’s inspections or entry onto the Property.
(c) Procedure. A Party seeking indemnification must provide prompt written notice; failure to give timely notice does not relieve the indemnifying Party except to the extent prejudiced.
7.2 Risk of Loss. Risk of loss or damage to the Property from casualty or condemnation shall remain with Seller until Closing. If a material casualty occurs, Buyer may terminate or proceed with an assignment of insurance proceeds.
7.3 Insurance. Prior to Closing, Seller shall maintain its existing property insurance. Buyer is advised to obtain insurance effective no later than Closing.
7.4 Force Majeure. Neither Party shall be liable for delays caused by acts of God, governmental actions, pandemic-related shutdowns, or other events beyond reasonable control, except for payment obligations.
8. DISPUTE RESOLUTION
8.1 Governing Law.
This Agreement and any dispute hereunder shall be governed by the laws of the State of New Mexico, without regard to conflict-of-laws principles.
8.2 Forum Selection.
Subject to Section 8.3, the state courts located in the county where the Property is situated shall have exclusive jurisdiction.
8.3 Optional Arbitration.
[// GUIDANCE: Delete if the Parties elect court litigation only.]
(a) Election. Either Party may elect binding arbitration administered by the American Arbitration Association under its Real Estate Arbitration Rules.
(b) Seat & Law. The seat of arbitration shall be New Mexico, and the arbitrator shall apply New Mexico law.
(c) Provisional Relief. A Party may seek Specific Performance or other provisional equitable relief from a court of competent jurisdiction before or during arbitration.
8.4 Jury Trial Waiver. Intentionally Omitted. [// GUIDANCE: Jury waiver is excluded per user metadata.]
9. GENERAL PROVISIONS
9.1 Amendments; Waivers. No amendment or waiver is effective unless in a writing signed by the Party against whom enforcement is sought. A waiver on one occasion is not a waiver on any subsequent occasion.
9.2 Assignment. Buyer may not assign this Agreement without Seller’s prior written consent; provided, Buyer may assign to an entity controlled by Buyer for estate or tax planning upon notice to Seller.
9.3 Successors and Assigns. This Agreement binds and inures to the benefit of the Parties and their respective successors and permitted assigns.
9.4 Severability. If any provision is held invalid, the remaining provisions shall remain in full force, and the invalid provision shall be reformed to the minimum extent necessary to achieve its intent.
9.5 Entire Agreement. This Agreement, together with the Exhibits and Schedules, constitutes the entire agreement and supersedes all prior understandings.
9.6 Notices.
All notices shall be in writing and deemed given (i) when delivered personally, (ii) one (1) Business Day after deposit with a nationally recognized overnight courier, or (iii) upon confirmed electronic delivery, in each case to the addresses set forth below the Parties’ signatures or such other address as a Party designates in writing.
9.7 Counterparts; Electronic Signatures.
This Agreement may be executed in counterparts, each of which is deemed an original. Signatures transmitted electronically (e.g., via PDF, DocuSign®, or similar service) are binding.
10. EXECUTION BLOCK
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
SELLER:
[SELLER LEGAL NAME]
By: _____
Name: ____
Title: _______
BUYER:
[BUYER LEGAL NAME]
By: _____
Name: ____
Title: _______
[// GUIDANCE: New Mexico customarily requires notarization of the deed, not of the purchase agreement. Add notary blocks only if lender or local practice demands it.]
11. EXHIBITS & SCHEDULES
Schedule 1 – NM Disclosure Statement (blank form)
Schedule 2 – Lead-Based Paint Disclosure (if Property built prior to 1978)
Schedule 3 – Personal Property Included in Sale
Schedule 4 – Form of Deed
Schedule 5 – FIRPTA Affidavit
[// GUIDANCE: Insert additional schedules as warranted, e.g., HOA documents, well/septic inspection reports, survey, etc.]