PURCHASE AND SALE AGREEMENT

(Residential Real Estate – Commonwealth of Virginia)

[// GUIDANCE: This template is drafted for use in the Commonwealth of Virginia and is designed to comply with the Virginia Residential Property Disclosure Act (Va. Code Ann. §§ 55.1-702 et seq.) and customary Virginia closing practices. Insert additional state-specific rider language or brokerage forms if required by local custom or MLS rules.]

DOCUMENT HEADER

This PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between:

1. [SELLER LEGAL NAME], a [natural person / entity description] (“Seller”); and
2. [BUYER LEGAL NAME], a [natural person / entity description] (“Buyer”).

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

RECITALS

A. Seller is the fee simple owner of that certain improved real property located at [STREET ADDRESS, CITY/COUNTY, VIRGINIA ZIP], more particularly described in Exhibit A attached hereto (the “Property”).
B. Buyer desires to purchase, and Seller desires to sell, the Property upon the terms and conditions set forth herein.
C. The Parties desire to enter into this Agreement to evidence their binding agreement with respect to the purchase and sale of the Property.

NOW, THEREFORE, for good and valuable consideration, the adequacy and receipt of which are hereby acknowledged, the Parties agree as follows:

TABLE OF CONTENTS

1. Definitions
2. Operative Provisions
   2.1 Purchase and Sale; Purchase Price
   2.2 Earnest Money; Escrow
   2.3 Title and Survey
   2.4 Contingency Periods
   2.5 Disclosures
   2.6 Closing Procedures
3. Representations and Warranties
4. Covenants
5. Default and Remedies
6. Risk Allocation
7. Dispute Resolution
8. General Provisions
9. Execution Block
   Exhibits & Schedules

[// GUIDANCE: Cross-references auto-update when editing in word-processing software.]

1. DEFINITIONS

The following capitalized terms shall have the meanings indicated below; other capitalized terms are defined in context:

“Agreement” has the meaning set forth in the preamble.

“Appraisal Contingency Period” means the period ending at 11:59 p.m. (Eastern) on [DATE] (or such earlier date as may be waived by Buyer in writing).

“Business Day” means any day other than Saturday, Sunday, or a day on which banks in the Commonwealth of Virginia are authorized or required to be closed.

“Closing” means the consummation of the transaction contemplated herein, to occur on the Closing Date in accordance with Section 2.6.

“Closing Date” means [DATE], subject to extension only as expressly provided herein.

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

“Earnest Money” means the deposit described in Section 2.2.

“Financing Contingency Period” means the period ending at 11:59 p.m. (Eastern) on [DATE].

“Inspection Contingency Period” means the period ending at 11:59 p.m. (Eastern) on [DATE].

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

“State Disclosure Statement” means the residential property disclosure statement required under Va. Code Ann. § 55.1-703.

“Title Company” means [TITLE/Escrow Agent Name], or such other licensed Virginia settlement agent agreed upon in writing by the Parties.

[// GUIDANCE: For additional defined terms, add alphabetically and update throughout.]

2. OPERATIVE PROVISIONS

2.1 Purchase and Sale; Purchase Price

(a) Purchase and Sale. Subject to the terms and conditions of this Agreement, Seller shall sell and convey to Buyer, and Buyer shall purchase from Seller, the Property together with all improvements, rights, easements, and appurtenances.

(b) Purchase Price. The total purchase price for the Property shall be [US $__] (the “Purchase Price”), payable as follows:
(i) Earnest Money (Section 2.2)......................................... US $[AMOUNT]
(ii) Cash at Closing.......................................................... US $[BALANCE]

2.2 Earnest Money; Escrow

(a) Within [THREE (3)] Business Days after the Effective Date, Buyer shall deposit the Earnest Money by wire transfer or certified funds with the Title Company.
(b) The Earnest Money shall be held in escrow pursuant to written escrow instructions consistent with this Agreement and applicable Virginia law.
(c) Interest earned, if any, shall follow the Earnest Money.

2.3 Title and Survey

(a) Title Commitment. Within [FIVE (5)] Business Days after the Effective Date, Seller shall cause the Title Company to issue a preliminary commitment for an ALTA owner’s title insurance policy (the “Commitment”).
(b) Survey. Buyer may, at Buyer’s expense, obtain a current boundary survey within [______] days after receipt of the Commitment.
(c) Title Objections; Cure. Buyer shall have until 5:00 p.m. (Eastern) on [DATE] to deliver written notice of title or survey objections. Seller shall have [TEN (10)] days thereafter to elect to cure. If Seller fails or elects not to cure, Buyer may (i) terminate this Agreement and receive a refund of the Earnest Money, or (ii) waive the objection and proceed to Closing.

2.4 Contingency Periods

(a) Inspection. During the Inspection Contingency Period, Buyer and Buyer’s representatives may enter the Property at reasonable times to conduct non-invasive inspections. Buyer shall restore any disturbance and indemnify Seller from third-party claims arising therefrom (subject to Section 6.1 limitations).
(b) Financing. Within the Financing Contingency Period, Buyer shall obtain a written loan commitment from [LENDER] for [LOAN AMOUNT/TYPE]. Failure to obtain such commitment entitles Buyer to terminate with written notice prior to expiration of the Financing Contingency Period.
(c) Appraisal. If the Property does not appraise at not less than the Purchase Price before expiration of the Appraisal Contingency Period, Buyer may (i) terminate; (ii) waive the contingency; or (iii) renegotiate the Purchase Price (no change without a written amendment).

2.5 Disclosures

(a) State Disclosure Statement. On or before the Effective Date, Seller shall deliver the State Disclosure Statement to Buyer in the form prescribed by Va. Code Ann. § 55.1-703. Buyer’s failure to acknowledge receipt in writing allows Buyer to rescind the Agreement prior to settlement in accordance with the statute.
(b) Lead-Based Paint. If the dwelling was built prior to 1978, Seller shall provide Buyer with the EPA-approved lead-based paint disclosure form and pamphlet.
(c) Additional Disclosures. Seller shall deliver any HOA/POA disclosure packet, well/septic inspection reports, and flood zone notices as applicable under Virginia law.

2.6 Closing Procedures

(a) Settlement Agent; Location. Closing shall occur on the Closing Date at the offices of the Title Company or by remote/virtual closing as permitted by Virginia law.
(b) Seller Closing Deliverables.
(i) General warranty deed with English covenants of title, duly executed and notarized;
(ii) Bill of sale for personal property (if any);
(iii) FIRPTA affidavit and mechanic’s lien affidavit;
(iv) Certificates required by Va. Code Ann. § 55.1-900 et seq. (if applicable).
(c) Buyer Closing Deliverables.
(i) Closing funds (Purchase Price balance and Buyer’s closing costs);
(ii) Loan documents (if any) duly executed;
(iii) Settlement statement acknowledgment.
(d) Possession. Buyer shall receive exclusive possession at 5:00 p.m. (Eastern) on the Closing Date unless otherwise stated in Schedule 1.

3. REPRESENTATIONS AND WARRANTIES

3.1 Seller Representations

Seller represents and warrants to Buyer, as of the Effective Date and again as of Closing:
(a) Title. Seller holds fee simple title to the Property free of all liens other than Permitted Exceptions.
(b) Authority. Seller has full right and authority to enter into and perform this Agreement.
(c) Compliance. No written notice of violation of any law, ordinance, or regulation has been received and not cured.
(d) Litigation. No pending or threatened litigation materially affecting the Property.

3.2 Buyer Representations

Buyer represents and warrants to Seller:
(a) Authority and Capacity. Buyer has full power and authority to enter into and perform this Agreement.
(b) Source of Funds. Buyer has (or will have at Closing) sufficient funds or loan proceeds to pay the Purchase Price.

3.3 Survival and Limitations

All representations and warranties shall survive Closing for [SIX (6)] months, after which they shall merge into the deed and terminate, except for fraud or intentional misrepresentation.

4. COVENANTS

4.1 Seller Covenants

(a) Maintenance. From the Effective Date to Closing, Seller shall maintain the Property in substantially its present condition, normal wear and tear excepted.
(b) No New Encumbrances. Seller shall not further encumber the Property or enter into any new lease without Buyer’s prior written consent.

4.2 Buyer Covenants

(a) Conduct of Inspections. Buyer shall carry (and cause its contractors to carry) not less than US $[1,000,000] in general liability insurance naming Seller as additional insured.
(b) Confidentiality. Buyer shall keep all non-public information obtained during inspections confidential, except as required by law.

5. DEFAULT AND REMEDIES

5.1 Buyer Default

If Buyer breaches this Agreement and fails to cure within [FIVE (5)] Business Days after written notice, Seller’s sole and exclusive remedy shall be to terminate this Agreement and retain the Earnest Money as agreed liquidated damages, it being impossible to calculate actual damages with precision. The Parties acknowledge that such liquidated damages are a reasonable estimate and not a penalty.

5.2 Seller Default

If Seller breaches this Agreement and fails to cure within [FIVE (5)] Business Days after written notice, Buyer may elect one of the following as Buyer’s sole and exclusive remedies:
(a) Specific performance of Seller’s obligations (without requirement to prove inadequacy of legal remedies), together with recovery of Buyer’s actual third-party costs not to exceed US $[CAP]; or
(b) Termination of this Agreement and refund of the Earnest Money.

6. RISK ALLOCATION

6.1 Indemnification (Limited)

Each Party (the “Indemnifying Party”) shall indemnify, defend, and hold harmless the other Party from third-party claims arising from the Indemnifying Party’s breach of this Agreement or negligence, subject to the limitations of Section 6.2.

6.2 Limitation of Liability

Notwithstanding anything herein to the contrary, neither Party’s aggregate liability under this Agreement shall exceed the amount of the Earnest Money, except for (a) claims arising from fraud or intentional misrepresentation, or (b) obligations that expressly survive Closing independent of the Earnest Money cap.

6.3 Risk of Loss; Casualty

Risk of loss or damage by fire or other casualty shall remain with Seller until Closing. If a casualty causes damage exceeding [____]% of the Purchase Price, Buyer may (i) terminate and receive the Earnest Money, or (ii) proceed to Closing with an assignment of insurance proceeds.

6.4 Force Majeure

Performance deadlines (other than payment obligations) shall be extended for Force Majeure events, defined as events beyond the reasonable control of the affected Party, including acts of God, governmental orders, or pandemics, provided the affected Party gives prompt written notice and resumes performance promptly after cessation.

7. DISPUTE RESOLUTION

7.1 Governing Law

This Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Virginia, without regard to conflict-of-laws principles.

7.2 Forum Selection

The Parties irrevocably submit to the exclusive jurisdiction of the state courts located in [COUNTY/CITY], VIRGINIA for any action arising out of or relating to this Agreement.

7.3 Arbitration (Optional)

[ ] Check if elected. If checked, any dispute shall be resolved by binding arbitration administered by the American Arbitration Association under its Real Estate Industry Arbitration Rules, and judgment on the award may be entered in any court of competent jurisdiction. The foregoing forum selection clause shall apply for purposes of enforcing the arbitration award.

7.4 Jury Trial Waiver

[INTENTIONALLY OMITTED pursuant to user mandate.]

7.5 Injunctive Relief

Nothing in this Section 7 shall limit a Party’s right to seek temporary, preliminary, or permanent injunctive relief, including specific performance as expressly provided in Section 5.2(a).

8. GENERAL PROVISIONS

8.1 Notices. All notices shall be in writing and deemed given (i) upon receipt if delivered by hand, (ii) one (1) Business Day after dispatch by nationally-recognized overnight courier, or (iii) upon confirmed transmission if sent by email to the addresses below.
8.2 Entire Agreement. This Agreement (including all Exhibits and Schedules) constitutes the entire agreement of the Parties with respect to the subject matter and supersedes all prior agreements.
8.3 Amendments; Waivers. No amendment or waiver shall be effective unless in writing signed by the Party against whom enforcement is sought.
8.4 Assignment. Neither Party may assign this Agreement without the prior written consent of the other, except Buyer may assign to a wholly-owned entity upon written notice provided the original Buyer remains liable.
8.5 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.
8.6 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.
8.7 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which is deemed an original but all constitute one instrument. Electronic signatures and PDF copies shall be deemed originals for all purposes under Va. Code Ann. § 59.1-485 et seq.
8.8 Time of Essence. Time is of the essence in the performance of all obligations herein.
8.9 Interpretation. Headings are for convenience only and shall not affect interpretation. No presumption shall arise against the drafter.

9. EXECUTION BLOCK

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

SELLER:

[SELLER LEGAL NAME]
By: ______
Name: [PRINTED NAME]
Title (if entity): _____

Date: ___

BUYER:

[BUYER LEGAL NAME]
By: ______
Name: [PRINTED NAME]
Title (if entity): _____

Date: ___

[NOTARIZATION BLOCKS]
Commonwealth of Virginia, City/County of ____, to-wit:
Subscribed and sworn before me this ___ day of __, 20__, by ______.

Notary Public
My commission expires: ___
Notary Registration No.: ____

EXHIBITS & SCHEDULES

Exhibit A – Legal Description of the Property
Schedule 1 – Post-Closing Possession Terms (if any)
Schedule 2 – Personal Property Included in Sale
Schedule 3 – Seller’s Disclosure Schedule (if used)

[// GUIDANCE:
1. Insert additional riders for septic, well, or homeowner association disclosures if applicable.
2. Confirm Earnest Money cap aligns with local REALTOR® forms or client instructions.
3. Attach brokerage disclosure forms to comply with Va. Code Ann. § 54.1-2138 et seq. if agents are involved.
4. Review county/municipal requirements for recordation taxes and grantor’s tax allocations.
5. Confirm notary blocks comply with remote online notarization (RON) requirements if used.]

© 20__[YEAR] – Prepared by [LAW FIRM NAME / ATTORNEY NAME]. All rights reserved.