PURCHASE AND SALE AGREEMENT

(Residential Real Property – State of Tennessee)

[// GUIDANCE: This template is drafted for the purchase and sale of a single-family residential property located in Tennessee. Bracketed items must be completed or revised to fit the particulars of the transaction. Delete all guidance comments prior to execution.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
4. Representations & Warranties
5. Covenants
6. Default & Remedies
7. Risk Allocation
8. Dispute Resolution
9. General Provisions
10. Execution Block

1. DOCUMENT HEADER

1.1 Agreement. 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] [Entity Type] (“Seller”), and [Buyer Legal Name], a [State] [Entity Type/Natural Person] (“Buyer”).

1.2 Recitals.
(a) Seller is the owner of that certain real property located at [Street Address, City, County], Tennessee, together with all improvements and appurtenances thereto (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.
(c) In consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows.

2. DEFINITIONS

The following terms shall have the meanings set forth below. Terms defined herein shall be capitalized throughout this Agreement. Any term used in the singular includes the plural and vice-versa as required by context.

“Affiliate” – Any entity or individual controlling, controlled by, or under common control with a party.
“Agreement” – As defined in Section 1.1.
“Appraisal Contingency Period” – The period set forth in Section 3.2.
“Business Day” – Any day other than Saturday, Sunday, or a day on which state-chartered banks in Tennessee are authorized or obligated to close.
“Buyer” – As identified in Section 1.1.
“Closing” – The consummation of the transaction contemplated hereby, to occur on the Closing Date in accordance with Section 3.6.
“Closing Date” – [Date], or such earlier or later date mutually agreed in writing.
“Earnest Money” – The deposit described in Section 3.1(b).
“Effective Date” – As identified in Section 1.1.
“Inspection Contingency Period” – The period set forth in Section 3.1(c).
“Property” – As described in Section 1.2(a).
“Purchase Price” – As defined in Section 3.1(a).
“Seller” – As identified in Section 1.1.
“Title Company” – [Name of Title/Escrow Agent], or any successor approved in writing by both parties.

[// GUIDANCE: Add or delete definitions to suit the transaction. Keep them alphabetically ordered.]

3. OPERATIVE PROVISIONS

3.1 Purchase Price; Payment Terms.
(a) Purchase Price. The total purchase price for the Property is [Dollar Amount] U.S. Dollars (the “Purchase Price”).
(b) Earnest Money. Within [3] Business Days after the Effective Date, Buyer shall deliver to the Title Company, as escrow agent, an earnest money deposit in the amount of [Dollar Amount or % of Purchase Price] (the “Earnest Money”) by wire transfer or other immediately available funds. The Earnest Money shall be applied to the Purchase Price at Closing and shall be held, applied, or disbursed in accordance with this Agreement and the escrow agreement executed by Buyer, Seller, and the Title Company (the “Escrow Agreement”).
(c) Financing. Buyer will obtain conventional/FHA/VA/other financing in the approximate amount of [Dollar Amount], and shall provide to Seller a written pre-approval or proof of funds within [5] Business Days after the Effective Date, failing which Seller may terminate this Agreement upon written notice.

3.2 Contingency Periods.
(a) Inspection Contingency. Buyer shall have [10] Business Days after the Effective Date (the “Inspection Contingency Period”) to conduct any desired inspections, tests, or investigations of the Property. Buyer may terminate this Agreement for any reason prior to expiration of the Inspection Contingency Period by written notice to Seller, whereupon the Earnest Money shall be refunded and neither party shall have further obligation, except those expressly stated to survive termination.
(b) Appraisal Contingency. Buyer’s obligation to close is conditioned upon the Property appraising at or above the Purchase Price within [15] Business Days after the Effective Date (the “Appraisal Contingency Period”). If the appraisal is less than the Purchase Price, Buyer may (i) terminate this Agreement and receive a refund of the Earnest Money, or (ii) waive the contingency, or (iii) negotiate a price modification with Seller.
(c) Financing Contingency. Buyer’s obligation to close is further conditioned upon Buyer obtaining loan approval on or before [Date]. Failure to obtain approval shall entitle Buyer to terminate and receive the Earnest Money, provided Buyer has used commercially reasonable efforts.
(d) Title Review. Seller shall cause the Title Company to deliver a commitment for an ALTA owner’s policy of title insurance (the “Title Commitment”) and copies of all exceptions within [5] Business Days following the Effective Date. Buyer shall have [10] Business Days thereafter to object in writing to any title matters (“Title Objections”). Seller shall have [5] Business Days to cure. If Seller fails or elects not to cure, Buyer may (i) terminate and receive the Earnest Money, or (ii) waive the Title Objections and proceed to Closing.

3.3 Property Included; Excluded.
(a) Included. All fixtures permanently attached to the Property, all keys, security codes, and the following personal property: [list appliances, etc.]
(b) Excluded. The following items are expressly excluded from this sale: [list].

3.4 Closing Procedures.
(a) Location. Closing shall occur by escrow through the Title Company or at such other place in Tennessee as the parties shall mutually designate.
(b) Closing Deliverables. At Closing:
(i) Seller shall execute and deliver a warranty deed in recordable form conveying good and marketable title, free of all liens and encumbrances other than the Permitted Exceptions;
(ii) Buyer shall pay the balance of the Purchase Price, plus Buyer’s closing costs;
(iii) The parties shall execute the settlement statement and any other customary documents.
(c) Possession. Possession shall transfer to Buyer at [time] on the Closing Date, subject only to any rights of tenants expressly disclosed in Schedule 1.

3.5 Costs; Prorations.
(a) Recording fees for the deed shall be paid by Buyer; transfer taxes / Tennessee real estate transfer tax shall be paid by [Seller]/[Buyer]/[apportioned]; title insurance premium shall be paid by Buyer; Seller shall pay any costs to discharge Seller’s liens.
(b) Taxes, homeowner association (“HOA”) dues, rents, and utilities shall be prorated as of 11:59 p.m. on the day preceding the Closing Date.

3.6 Federal & State Disclosures.
(a) Residential Property Condition Disclosure. Pursuant to Tenn. Code Ann. §§ 66-5-201 et seq., Seller shall provide Buyer with a fully-completed Tennessee Residential Property Condition Disclosure Statement (the “Disclosure Statement”) or shall elect to provide a disclaimer statement as permitted by statute.
(b) Lead-Based Paint. For properties constructed prior to 1978, Seller shall deliver a fully executed lead-based paint disclosure form and EPA pamphlet as required by 42 U.S.C. § 4852d.
(c) Other Disclosures. Seller shall disclose in writing any HOA mandatory membership, known environmental hazards (including radon), flood hazard status, or pending condemnation proceedings affecting the Property.

4. REPRESENTATIONS & WARRANTIES

4.1 Seller’s Representations. Seller represents and warrants to Buyer as of the Effective Date and as of Closing that:
(a) Title. Seller is the sole owner of the Property and has full right, power, and authority to convey fee simple title subject only to the Permitted Exceptions.
(b) Compliance. To Seller’s Knowledge, the Property is in compliance with all applicable laws, codes, regulations, and restrictive covenants.
(c) No Litigation. There are no pending or threatened actions, suits, or proceedings affecting the Property or Seller’s ability to complete the transactions contemplated herein.
(d) Foreign Person. Seller is not a “foreign person” under 26 U.S.C. § 1445 and shall deliver a non-foreign affidavit at Closing.
(e) Material Adverse Changes. Seller has not received written notice of any material adverse change affecting the Property that has not been disclosed in writing to Buyer.

4.2 Buyer’s Representations. Buyer represents and warrants to Seller that:
(a) Authority. Buyer has full right, power, and authority to enter into and perform this Agreement.
(b) Financial Ability. Buyer possesses, or will possess on or before Closing, sufficient funds (or financing commitment) to perform its obligations.
(c) No Reliance on Information. Buyer has relied solely on its own inspections and investigations, and not on any statements or warranties of any person except as expressly set forth herein.

4.3 Survival. The representations and warranties in this Section 4 shall survive Closing for a period of [12] months, after which they shall terminate and be of no further force or effect, except for any claim timely asserted in writing prior to expiration.

5. COVENANTS

5.1 Seller Covenants Pending Closing. From the Effective Date until Closing, Seller shall:
(a) Maintenance. Maintain the Property in materially the same condition as of the Effective Date, normal wear and tear excepted.
(b) Operations. Not enter into, extend, or amend any lease or service contract that will survive Closing without Buyer’s prior written consent.
(c) Access. Provide Buyer and its agents reasonable access to the Property for inspections, provided at least [24] hours’ prior notice is given and Buyer restores any disturbance.

5.2 Buyer Covenants. Buyer shall:
(a) Inspection Repairs. Restore the Property to substantially the same condition after any inspection.
(b) Confidentiality. Keep confidential all documents and information obtained from Seller, except as required by law or for financing or due-diligence purposes.

6. DEFAULT & REMEDIES

6.1 Buyer Default. If Buyer fails to close in breach of its obligations (and Seller is ready, willing, and able to close), Seller’s sole and exclusive remedy shall be to terminate this Agreement and retain the Earnest Money as liquidated damages, the parties acknowledging that actual damages are difficult to ascertain and that the Earnest Money represents a fair estimate of such damages. Seller expressly waives any right to specific performance or additional monetary damages.

6.2 Seller Default. If Seller fails to close in breach of its obligations, Buyer may elect as its sole remedies:
(a) Specific Performance. Seek specific performance of Seller’s obligations (acknowledging the unique nature of real property); or
(b) Termination & Refund. Terminate this Agreement and receive an immediate refund of the Earnest Money, together with Buyer’s actual, documented third-party expenses not to exceed [Dollar Cap – typically the Earnest Money amount].

6.3 Notice & Cure. The non-defaulting party shall provide written notice of default and the defaulting party shall have [5] Business Days to cure monetary defaults and [10] Business Days to cure non-monetary defaults before remedies may be exercised.

6.4 Attorneys’ Fees. The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to recover its reasonable attorneys’ fees and costs.

7. RISK ALLOCATION

7.1 Limited Indemnification.
(a) Seller Indemnity. Seller shall indemnify, defend, and hold harmless Buyer from and against any third-party claims for bodily injury or property damage occurring on the Property before Closing to the extent arising out of Seller’s negligence or willful misconduct, subject to Section 7.2.
(b) Buyer Indemnity. Buyer shall indemnify, defend, and hold harmless Seller from and against any third-party claims for bodily injury or property damage occurring on the Property caused by Buyer or its agents during any pre-Closing access or inspection, subject to Section 7.2.

7.2 Liability Cap. The total aggregate liability of either party under this Agreement, whether in contract, tort, or otherwise, shall not exceed the amount of the Earnest Money, except with respect to (i) fraud, (ii) willful misconduct, or (iii) obligations that expressly survive Closing and are not so limited.

7.3 Casualty; Condemnation.
(a) Material Casualty. If, prior to Closing, the Property is materially damaged, Buyer may (i) terminate and receive the Earnest Money, or (ii) proceed to Closing and receive any insurance proceeds payable to Seller, plus a credit for Seller’s deductible.
(b) Condemnation. If any portion of the Property is taken or threatened to be taken by eminent domain prior to Closing, Buyer may (i) terminate and receive the Earnest Money, or (ii) proceed to Closing and receive an assignment of any condemnation award.

7.4 Force Majeure. Neither party shall be in default for failure to perform due to an event beyond its reasonable control (including acts of God, pandemics, governmental orders, or supply chain disruptions), provided the affected party gives prompt notice and resumes performance as soon as reasonably practicable. Either party may terminate this Agreement without liability (other than return of the Earnest Money) if such event continues for more than [30] consecutive days and prevents Closing.

8. DISPUTE RESOLUTION

8.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee, without regard to its conflict-of-laws rules.

8.2 Forum Selection. Any action arising out of or relating to this Agreement shall be instituted exclusively in the state courts located in the county where the Property is situated, and each party irrevocably submits to the personal jurisdiction of such courts.

8.3 Optional Arbitration. Upon the written election of either party delivered within ten (10) days after service of a complaint, any dispute shall be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Residential Real Estate Arbitration Rules then in effect, conducted in the county where the Property is located. Judgment on the award may be entered in any court of competent jurisdiction. The arbitrator shall have authority to grant specific performance in accordance with Section 6.2(a).

8.4 Jury Trial Waiver. [Intentionally Omitted – see metadata.]

8.5 Specific Performance. The parties acknowledge that the Property is unique and that monetary damages may be inadequate. Accordingly, the remedies of specific performance and injunctive relief shall be available to enforce the obligations herein, subject to Section 6 and the liability caps in Section 7.

9. GENERAL PROVISIONS

9.1 Notices. All notices must be in writing and shall be deemed given upon (i) personal delivery, (ii) confirmed email or facsimile transmission, (iii) one (1) Business Day after deposit with a nationally recognized overnight courier, or (iv) three (3) Business Days after deposit by certified U.S. mail, return receipt requested, postage prepaid, addressed to the parties at the addresses set forth below (or as later designated by notice).

9.2 Amendment; Waiver. No modification, amendment, or waiver of any provision shall be effective unless in writing and signed by the party against whom enforcement is sought. No waiver of any breach shall be deemed a waiver of any subsequent breach.

9.3 Assignment. Buyer may not assign this Agreement without Seller’s prior written consent, except to an Affiliate or to a single-purpose entity formed for the purpose of acquiring the Property, provided Buyer remains liable. Seller may not assign without Buyer’s consent.

9.4 Successors & Assigns. Subject to Section 9.3, this Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, successors, and permitted assigns.

9.5 Severability; Reformation. If any provision is held illegal or unenforceable, the remainder shall be enforced, and the parties request that the court reform the unenforceable provision to the minimum extent necessary to render it enforceable.

9.6 Entire Agreement. This Agreement, together with the Escrow Agreement and any schedules and exhibits hereto, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior or contemporaneous understandings.

9.7 Counterparts; Electronic Signatures. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which together constitute one instrument. Signatures delivered by electronic means (e.g., PDF, DocuSign) shall be deemed originals and fully enforceable.

9.8 Time of Essence. Time is of the essence for every provision of this Agreement.

9.9 Interpretation. Headings are for convenience only and do not affect interpretation. “Including” means “including, without limitation.”

9.10 Further Assurances. The parties shall execute and deliver such additional documents and take such further actions as may be reasonably necessary to carry out the intent of this Agreement.

10. 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): ____
Date: _________

BUYER:

[Buyer Legal Name]
By: _______
Name: _____
Title (if entity): ____
Date: _________

[// GUIDANCE: Insert notarization blocks if required by lender or county recording practices. In Tennessee, the warranty deed—not this Agreement—must be notarized to be recordable. If desired, add separate acknowledgments for parties executing as individuals.]

SCHEDULE 1

(List of Tenancies / Service Contracts / Excluded Items, if any)

[// GUIDANCE: Statutory Citations Used
• Tennessee Residential Property Condition Disclosure Act: Tenn. Code Ann. §§ 66-5-201 et seq.
• Lead-Based Paint Disclosure: 42 U.S.C. § 4852d.
Citations are longstanding and foundational per the Citation Policy.]

END OF DOCUMENT