RESIDENTIAL PURCHASE AND SALE AGREEMENT
(Pennsylvania)
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
This Residential Purchase and Sale Agreement (this “Agreement”) is made and entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between:
- [SELLER LEGAL NAME], a [STATE OF ORGANIZATION] [ENTITY TYPE / “individual”], with an address at [SELLER NOTICE ADDRESS] (the “Seller”); and
- [BUYER LEGAL NAME], a [STATE OF ORGANIZATION] [ENTITY TYPE / “individual”], with an address at [BUYER NOTICE ADDRESS] (the “Buyer”).
Recitals
A. Seller is the fee simple owner of that certain residential real property located at [PROPERTY ADDRESS], County of [COUNTY], Commonwealth of Pennsylvania, being more particularly described in Exhibit A attached hereto, together with all improvements thereon and all appurtenant rights (collectively, the “Property”).
B. Buyer desires to purchase, and Seller desires to sell, the Property on the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for 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, capitalized terms shall have the meanings set forth below. Terms defined in the singular include the plural and vice-versa. Section cross-references refer to this Agreement unless otherwise stated.
| Term | Definition |
|---|---|
| “Affiliate” | Any entity controlling, controlled by, or under common control with a party. |
| “Appraisal Contingency Period” | The period ending at 11:59 p.m. local time on the [NUMBER]th (__) calendar day following the Effective Date, unless extended pursuant to Section III.C.3. |
| “Business Day” | Any day other than Saturday, Sunday, or a Pennsylvania bank holiday. |
| “Closing” | The consummation of the transaction contemplated herein, as defined in Section III.F. |
| “Closing Date” | The date on which Closing occurs, targeted for [CLOSING DATE], or such other date as the parties may agree in writing. |
| “Contingency Period” | Collectively, the Inspection, Financing, Appraisal, and Title Review periods. |
| “Deed” | The special warranty deed (or appropriate form under PA law) conveying fee simple title to Buyer at Closing. |
| “Disclosure Statement” | Seller’s property condition disclosure delivered pursuant to Pennsylvania’s Real Estate Seller Disclosure Law. |
| “Earnest Money” | The deposit described in Section III.B, equal to US $[EARNEST MONEY AMOUNT]. |
| “Escrow Agent” | [ESCROW AGENT NAME], or any successor escrow holder mutually acceptable to the parties. |
| “Financing Contingency Period” | The period ending at 11:59 p.m. local time on the [NUMBER]th (__) calendar day following the Effective Date, unless extended pursuant to Section III.C.2. |
| “Inspection Contingency Period” | The period ending at 11:59 p.m. local time on the [NUMBER]th (__) calendar day following the Effective Date, unless extended pursuant to Section III.C.1. |
| “Material Adverse Condition” | Any defect, lien, violation, or condition that, individually or in the aggregate, materially and adversely affects the value, habitability, or insurability of the Property. |
| “Purchase Price” | The total consideration of US $[PURCHASE PRICE], payable as provided in Section III.A. |
| “Title Review Period” | The period ending at 11:59 p.m. local time on the [NUMBER]th (__) calendar day following Buyer’s receipt of the Title Commitment. |
[// GUIDANCE: Add or delete defined terms as required by deal specifics.]
III. OPERATIVE PROVISIONS
3.1 Purchase Price and Payment
(a) Amount. Buyer shall purchase the Property for the Purchase Price.
(b) Payment Structure:
1. Earnest Money: Within [___] Business Days after the Effective Date, Buyer shall deliver the Earnest Money to Escrow Agent by wire transfer or immediately available funds.
2. Balance: At Closing, Buyer shall deliver the balance of the Purchase Price, plus or minus prorations and closing costs, by wire transfer of immediately available funds to the settlement agent.
3.2 Earnest Money; Escrow
(a) Escrow Terms. Escrow Agent shall hold, invest (if applicable), and disburse the Earnest Money pursuant to this Agreement.
(b) Interest. Any interest earned on the Earnest Money shall follow the Earnest Money.
(c) Default Disposition. Upon written notice of termination by the party entitled to the Earnest Money under this Agreement, Escrow Agent shall promptly disburse the Earnest Money in accordance with Section VI.
3.3 Contingencies
- Inspection Contingency. During the Inspection Contingency Period, Buyer may conduct any inspections, tests, and investigations of the Property deemed necessary, including but not limited to structural, termite, radon, environmental, and zoning reviews. Buyer may, in its sole discretion, terminate this Agreement prior to the expiration of the Inspection Contingency Period by written notice to Seller, in which event the Earnest Money shall be returned to Buyer, and the parties shall have no further liability except as expressly stated herein.
- Financing Contingency. Buyer’s obligation to close is contingent upon Buyer obtaining a written mortgage loan commitment on or before the expiration of the Financing Contingency Period. Failure to secure such commitment permits Buyer to terminate and receive a refund of the Earnest Money.
- Appraisal Contingency. If the Property appraises for less than the Purchase Price, Buyer may, before expiration of the Appraisal Contingency Period, (i) terminate this Agreement, or (ii) waive the appraisal contingency in writing.
- Title Review. Buyer shall receive a commitment for an owner’s policy of title insurance (the “Title Commitment”) within [___] Business Days after the Effective Date. Buyer shall have the Title Review Period to object in writing to any exceptions not acceptable to Buyer. Seller shall have [___] Business Days to cure any valid objections.
- Seller Disclosure. Seller shall, within [___] Business Days after the Effective Date, deliver the completed Disclosure Statement to Buyer. Buyer shall have 5 Business Days thereafter to rescind this Agreement if the disclosure is materially deficient or reveals a Material Adverse Condition.
3.4 Conditions Precedent to Closing
The following are conditions precedent to the obligation of each party to close:
(a) Accuracy of Representations and Warranties as of Closing;
(b) Performance of Covenants;
(c) Delivery of Transaction Documents listed in Section III.F;
(d) Absence of Legal Impediments;
(e) Receipt of any required homeowner association (HOA) resale certifications.
3.5 Closing Costs & Prorations
(a) Seller Costs: Transfer taxes customarily charged to sellers in the county, deed preparation, cure of title defects, and unpaid liens.
(b) Buyer Costs: Title insurance premium, recording fees, survey, lender charges.
(c) Prorations: Real estate taxes, rents (if any), HOA dues, and utilities shall be prorated as of 11:59 p.m. on the day preceding Closing utilizing the most recent available assessments.
3.6 Closing Procedure
Closing shall occur on the Closing Date at [SETTLEMENT AGENT NAME & ADDRESS] or such other place or through a remote/escrow closing as the parties may agree. At Closing:
(a) Seller shall deliver:
(i) The duly executed and acknowledged Deed;
(ii) A non-foreign status affidavit per IRC § 1445;
(iii) Possession of the Property, subject only to Permitted Exceptions;
(iv) Keys, alarm codes, and access devices.
(b) Buyer shall deliver:
(i) The balance of the Purchase Price;
(ii) Any loan documents;
(iii) Signed settlement statements.
[// GUIDANCE: Insert county-specific recording instructions if needed.]
IV. REPRESENTATIONS & WARRANTIES
4.1 Seller’s Representations
Seller represents and warrants to Buyer as of the Effective Date and again as of Closing that:
(a) Title. Seller holds good and marketable fee simple title to the Property, free of all liens and encumbrances other than the Permitted Exceptions.
(b) Authority. Seller has full power and authority to enter into this Agreement and perform its obligations.
(c) No Conflicts. Execution and delivery of this Agreement do not violate any agreement, order, or law binding upon Seller.
(d) Compliance. To Seller’s Knowledge, the Property complies with all applicable laws, codes, and ordinances.
(e) Hazardous Materials. Seller has not received written notice of any release or presence of Hazardous Materials in violation of environmental laws.
(f) Litigation. There is no pending or threatened litigation or condemnation affecting the Property.
4.2 Buyer’s Representations
Buyer represents and warrants to Seller that:
(a) Authority and Capacity. Buyer is duly organized (if an entity) and has full authority to enter into and perform this Agreement.
(b) Financial Ability. Buyer has, or will have at Closing, sufficient funds or financing to consummate the transaction.
(c) No Conflicts. Execution of this Agreement does not violate any agreement, order, or law binding upon Buyer.
4.3 Survival
Except as expressly limited herein, the representations and warranties survive Closing for a period of [___] months (the “Survival Period”) and shall thereafter terminate.
V. COVENANTS & RESTRICTIONS
5.1 Seller Covenants
(a) Maintenance. Seller shall maintain the Property in substantially its present condition, ordinary wear excepted.
(b) Change of Condition. Seller shall promptly notify Buyer in writing of any Material Adverse Condition arising prior to Closing.
(c) Access. Seller shall provide Buyer and its representatives reasonable access to the Property during the Contingency Periods.
(d) No Encumbrances. Seller shall not further encumber the Property after the Effective Date without Buyer’s prior written consent.
5.2 Buyer Covenants
(a) Inspection Restoration. Buyer shall restore the Property to substantially the same condition following any inspections.
(b) Confidentiality. Buyer shall keep confidential all non-public information obtained during due diligence except as required by law.
(c) Financing Efforts. Buyer shall diligently pursue financing approval during the Financing Contingency Period.
VI. DEFAULT & REMEDIES
6.1 Buyer Default
If Buyer defaults and fails to close after satisfaction or waiver of all contingencies:
(a) Seller shall be entitled to retain the Earnest Money as liquidated damages, which the parties agree is a reasonable estimate of damages and the aggregate cap on Buyer’s monetary liability; and
(b) Seller waives all other monetary claims but retains the right to seek specific performance if Seller elects, in writing, within 10 Business Days after default.
6.2 Seller Default
If Seller defaults and fails to close:
(a) Buyer may elect either (i) to receive a return of the Earnest Money and termination of this Agreement, or (ii) to pursue an action for specific performance; and
(b) Except for specific performance, Seller’s aggregate monetary liability is capped at the Earnest Money amount.
6.3 Notice & Cure
No party is in default unless it receives written notice specifying the default and fails to cure within 5 Business Days (for monetary defaults) or 10 Business Days (for non-monetary defaults).
6.4 Attorneys’ Fees
The prevailing party in any action arising out of this Agreement shall be entitled to reasonable attorneys’ fees, costs, and expenses.
VII. RISK ALLOCATION
7.1 Limited Indemnification
(a) Seller Indemnity. Seller shall indemnify, defend, and hold harmless Buyer from any third-party claims arising from Seller’s breach of its representations, warranties, or covenants, subject to the liability cap in Section 7.3.
(b) Buyer Indemnity. Buyer shall indemnify, defend, and hold harmless Seller from any third-party claims arising from Buyer’s breach of this Agreement or Buyer’s inspections.
(c) Procedures. The indemnified party shall promptly notify the indemnifying party, provide control of the defense, and reasonably cooperate.
7.2 Insurance
Each party shall maintain, through Closing, commercially reasonable insurance customary for similarly situated owners/occupants.
7.3 Limitation of Liability
EXCEPT FOR (i) A PARTY’S RIGHT TO SEEK SPECIFIC PERFORMANCE, (ii) FRAUD, AND (iii) OBLIGATIONS THAT EXPRESSLY SURVIVE CLOSING, THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY FOR MONETARY DAMAGES SHALL NOT EXCEED THE AMOUNT OF THE EARNEST MONEY.
7.4 Force Majeure
Neither party shall be liable for delays caused by events beyond its reasonable control, including acts of God, strikes, governmental actions, or pandemics, provided performance is resumed promptly after cessation.
VIII. DISPUTE RESOLUTION
8.1 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to conflicts-of-law principles.
8.2 Forum Selection
The parties irrevocably submit to the exclusive jurisdiction of the Court of Common Pleas located in the county where the Property is situated, and appellate courts therefrom, for any action arising out of this Agreement, except as provided in Section 8.3.
8.3 Optional Arbitration
[OPTION 1 – INSERT if arbitration elected]
The parties agree to submit any dispute not resolved within 30 days to binding arbitration administered by the American Arbitration Association in accordance with its Real Estate Industry Arbitration Rules. Judgment on the award may be entered in any court of competent jurisdiction.
[OPTION 2 – OMIT if arbitration not elected]
[// GUIDANCE: Delete the inapplicable option prior to execution.]
8.4 Jury Trial Waiver
[Intentionally Omitted – Parties expressly elect not to waive jury trial rights.]
8.5 Injunctive Relief
Nothing herein shall limit either party’s right to seek equitable relief, including specific performance, in a court of competent jurisdiction.
IX. GENERAL PROVISIONS
9.1 Notice
All notices shall be in writing and deemed given (a) when delivered personally, (b) on the next Business Day after being sent by nationally recognized overnight courier, or (c) on receipt if sent by certified mail, return receipt requested, postage prepaid, to the addresses set forth in the preamble, or to such other address as either party may designate in writing.
9.2 Amendment; Waiver
This Agreement may be amended only by a written instrument executed by both parties. No waiver shall be effective unless in writing and signed by the waiving party.
9.3 Assignment
Neither party may assign this Agreement without the prior written consent of the other, except Buyer may assign to an Affiliate or financing entity upon written notice and without releasing Buyer.
9.4 Successors & Assigns
This Agreement shall inure to the benefit of and bind the parties and their respective successors and permitted assigns.
9.5 Severability
If any provision is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect, and the invalid provision shall be interpreted to fulfill its economic intent as nearly as possible.
9.6 Entire Agreement
This Agreement, together with all Exhibits and Schedules, constitutes the entire agreement between the parties and supersedes all prior understandings relating to the subject matter.
9.7 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. Electronic signatures and PDF copies are deemed originals for all purposes.
9.8 Further Assurances
Each party shall execute and deliver such additional documents and take such further actions as reasonably necessary to carry out the intent of this Agreement.
X. EXECUTION BLOCK
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
| Seller | Buyer |
|---|---|
| _______ | _______ |
| [SELLER LEGAL NAME] | [BUYER LEGAL NAME] |
| By: _________ | By: _________ |
| Name: ______ | Name: ______ |
| Title: _______ | Title: _______ |
| Date: ________ | Date: ________ |
NOTARY ACKNOWLEDGMENT
Commonwealth of Pennsylvania )
) ss:
County of _______ )
On this ___ day of _, 20_, before me, a Notary Public, personally appeared ______, known (or satisfactorily proven) to me to be the person(s) whose name(s) is/are subscribed to the foregoing instrument and acknowledged that he/she/they executed the same for the purposes therein contained.
Notary Public
My Commission Expires: _____
EXHIBIT A – Legal Description
[Insert full metes-and-bounds or lot/block legal description of the Property.]
[// GUIDANCE:
1. Attach additional Exhibits as needed (e.g., Seller Disclosure Statement, HOA documents, Inspection Report forms).
2. Verify county-specific transfer tax splits and recording requirements.
3. Confirm compliance with federal lead-based paint disclosure for homes built prior to 1978.
4. Review any local ordinances imposing point-of-sale inspection or certification obligations.
]