WEST VIRGINIA RESIDENTIAL REAL ESTATE

PURCHASE AND SALE AGREEMENT

[// GUIDANCE: This template is drafted for use in West Virginia residential 1-4 family transactions. Insert or modify bracketed language to reflect deal-specific terms and current practice.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
    3.1 Purchase and Sale
    3.2 Purchase Price; Earnest Money
    3.3 Adjustments and Prorations
    3.4 Closing and Possession
    3.5 Conditions Precedent and Contingency Periods
4. Statutory and Contractual Disclosures
5. Representations and Warranties
6. Covenants and Restrictions
7. Default and Remedies
8. Risk Allocation
9. Dispute Resolution
10. General Provisions
11. Execution Block

1. DOCUMENT HEADER

THIS WEST VIRGINIA RESIDENTIAL REAL ESTATE PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between:

• [SPELL OUT FULL LEGAL NAME OF SELLER(S)], with a mailing address of [ADDRESS] (“Seller”); and
• [SPELL OUT FULL LEGAL NAME OF BUYER(S)], with a mailing address of [ADDRESS] (“Buyer”).

The parties agree as follows:

A. Seller desires to sell, and Buyer desires to purchase, the Property (as defined below) in accordance with the terms of this Agreement and applicable West Virginia law.
B. The parties intend for this Agreement to be fully enforceable and to satisfy all statutory requirements for the transfer of residential real property in the State of West Virginia.

2. DEFINITIONS

As used in this Agreement, the following terms have the meanings set forth below (alphabetized for ease of reference):

“Appraisal Contingency Period” means the period ending at 11:59 p.m. Eastern Time on [] days after the Effective Date.
“Business Day” means any day other than Saturday, Sunday, or a West Virginia state holiday.
“Closing” means the consummation of the transaction contemplated by this Agreement, to occur on the Closing Date.
“Closing Date” means [DATE] or such other date as the parties may mutually agree in writing.
“Contingency Period” means, collectively, the Inspection, Financing, and Appraisal Contingency Periods.
“Deed” means a general warranty deed in recordable form conveying fee simple title to the Property to Buyer free of all liens except Permitted Exceptions.
“Earnest Money” means the deposit described in Section 3.2.
“Financing Contingency Period” means the period ending at 11:59 p.m. Eastern Time on [] days after the Effective Date.
“Inspection Contingency Period” means the period ending at 11:59 p.m. Eastern Time on [] days after the Effective Date.
“Permitted Exceptions” means (a) real property taxes not yet due, (b) easements of record which do not materially interfere with residential use, and (c) other matters approved in writing by Buyer prior to expiration of the Title Review Deadline.
“Property” means (i) the land located at [STREET ADDRESS], identified as Tax Map/Parcel No. [], together with all improvements, fixtures, rights, and appurtenances; (ii) all existing leases, warranties, plans, permits, and licenses relating thereto to the extent transferable; and (iii) all personal property listed on Schedule 1.
“Title Company” means [TITLE COMPANY NAME], or any other licensed title insurer acceptable to both parties.
“Title Review Deadline” means 5:00 p.m. Eastern Time on [___] days after Buyer’s receipt of the Title Commitment.

3. OPERATIVE PROVISIONS

3.1 Purchase and Sale

Seller agrees to sell the Property to Buyer, and Buyer agrees to purchase the Property from Seller, on the terms set forth herein.

3.2 Purchase Price; Earnest Money

a. Purchase Price. The total purchase price is $[] (the “Purchase Price”).
b. Earnest Money. Within [] Business Days after the Effective Date, Buyer shall deposit $[___] (the “Earnest Money”) with the Title Company, to be held in escrow pursuant to the Escrow Instructions attached as Schedule 2. The Earnest Money shall be credited to the Purchase Price at Closing or disbursed as otherwise provided in this Agreement.
[// GUIDANCE: Modify schedule references if your escrow agent uses its own form.]

3.3 Adjustments and Prorations

a. Taxes, assessments, rents, and association dues shall be prorated as of 11:59 p.m. on the day preceding Closing.
b. Utilities shall be transferred to Buyer as of the Closing Date; usage charges not separately metered shall be prorated.
c. If the amount of any prorated item is not known at Closing, proration shall be based on the most recent available information and reprorated in cash within thirty (30) days after the actual amount becomes known.

3.4 Closing and Possession

a. Location. Closing shall occur by mail‐away or at the offices of the Title Company in [COUNTY], West Virginia, as Buyer may elect on not less than five (5) Business Days’ notice.
b. Seller Deliverables. At Closing, Seller shall deliver:
(i) the Deed;
(ii) an affidavit of non‐foreign status (FIRPTA);
(iii) a state and county transfer tax declaration;
(iv) a completed settlement statement; and
(v) possession of the Property, broom clean and free of tenants, personal property, and debris, unless otherwise agreed in writing.
c. Buyer Deliverables. Buyer shall deliver the Purchase Price balance, executed settlement statement, and such additional documents as reasonably requested by the Title Company.
d. Recording. The Deed shall be recorded in the land records of the county where the Property is located immediately following Closing.

3.5 Conditions Precedent and Contingency Periods

a. Inspection Contingency. Buyer may, at Buyer’s sole expense, conduct any inspections deemed necessary during the Inspection Contingency Period. Buyer may terminate this Agreement by written notice delivered before expiration of the Inspection Contingency Period if Buyer is dissatisfied for any reason.
b. Financing Contingency. This Agreement is contingent upon Buyer’s receipt of a written loan commitment on or before the Financing Contingency Period expiration. If the contingency is not satisfied or waived in writing, either party may terminate this Agreement, and the Earnest Money shall be returned to Buyer.
c. Appraisal Contingency. If the appraised value is less than the Purchase Price, Buyer may (i) terminate this Agreement; (ii) elect to proceed; or (iii) request in writing that Seller reduce the Purchase Price to the appraised value.
d. Title Approval. Buyer shall have until the Title Review Deadline to object in writing to any title matter that is not a Permitted Exception. Seller shall have ten (10) Business Days to cure. If Seller fails to cure, Buyer may waive the objection or terminate this Agreement.
e. Survival. Failure of any condition precedent shall entitle the party benefited by such condition to terminate this Agreement without liability except as expressly provided herein.

4. STATUTORY AND CONTRACTUAL DISCLOSURES

4.1 West Virginia Residential Property Disclosure. Seller shall provide Buyer with a fully completed, signed, and dated “West Virginia Residential Property Disclosure Form” (or successor form required by the West Virginia Real Estate Commission) within five (5) Business Days after the Effective Date.

4.2 Lead-Based Paint. If the Property includes any dwelling constructed prior to 1978, Seller shall deliver to Buyer (a) the EPA “Protect Your Family From Lead in Your Home” pamphlet, (b) a fully executed lead-based paint disclosure, and (c) any known lead test reports. Buyer shall have a ten (10)-day opportunity to conduct a risk assessment unless the parties agree in writing to a different period.

4.3 Radon, Mold, Methamphetamine, and Other Environmental Conditions. Seller discloses that [INSERT DISCLOSURE OR “NONE KNOWN”]. Buyer acknowledges the right to conduct any environmental inspection during the Inspection Contingency Period.

4.4 Flood Zone. Seller represents that, to Seller’s knowledge, the Property [IS / IS NOT] located in a Special Flood Hazard Area as shown on the current FEMA Flood Insurance Rate Map. [Buyer to verify.]

4.5 Homeowners’ Association. IF the Property is subject to a homeowners’ association, Seller shall deliver copies of the recorded declaration, bylaws, rules, and a statement of assessments due within the earlier of (i) seven (7) Business Days after the Effective Date or (ii) the Inspection Contingency Period expiration.

[// GUIDANCE: Add or delete disclosures based on the property type, year built, location, and any local ordinances.]

5. REPRESENTATIONS AND WARRANTIES

5.1 Seller’s Representations

Seller represents and warrants to Buyer as of the Effective Date and as of Closing that:
a. Authority. Seller has full right, power, and authority to execute and perform this Agreement.
b. Title. Seller holds marketable fee simple title to the Property, free of liens and encumbrances other than Permitted Exceptions.
c. No Conflicts. Execution and delivery of this Agreement do not violate any agreement binding on Seller.
d. Condition. Seller has not received written notice of any violation of law, code, ordinance, or regulation affecting the Property that remains uncured.
e. Litigation. There is no pending or, to Seller’s knowledge, threatened litigation concerning the Property.

5.2 Buyer’s Representations

Buyer represents and warrants to Seller that:
a. Authority and Capacity. Buyer has full power and legal capacity to enter into this Agreement.
b. Funds. Buyer has, or will have at Closing, sufficient funds or financing to consummate the purchase.

5.3 Survival; Limitations

All representations and warranties shall survive Closing for a period of twelve (12) months and shall not merge with the Deed. Seller’s aggregate liability for breach of any representation or warranty is subject to Section 8.2 (Liability Cap).

6. COVENANTS AND RESTRICTIONS

6.1 Maintenance of Property. Between the Effective Date and Closing, Seller shall maintain the Property in substantially the same condition, ordinary wear excepted, and shall not commit waste.

6.2 Access. Seller shall provide Buyer and Buyer’s agents reasonable access to the Property for inspections upon not less than twenty-four (24) hours’ notice.

6.3 Risk of Loss. Seller bears the risk of loss or damage to the Property until Closing. If the Property suffers material damage (>5% of Purchase Price repair cost), Buyer may terminate or elect to proceed with an assignment of insurance proceeds.

6.4 Further Assurances. Each party shall execute and deliver such additional documents as reasonably required to carry out the intent of this Agreement.

7. DEFAULT AND REMEDIES

7.1 Buyer Default. If Buyer fails to perform any obligation and such failure continues for five (5) Business Days after written notice, Seller may terminate this Agreement and retain the Earnest Money as liquidated damages, it being the parties’ agreement that Seller’s actual damages would be difficult to determine.

7.2 Seller Default. If Seller fails to perform any obligation and such failure continues for five (5) Business Days after written notice, Buyer may (a) terminate this Agreement and receive the return of the Earnest Money plus reimbursement of actual third-party out-of-pocket expenses not to exceed $[___]; or (b) seek specific performance pursuant to Section 8.4.

7.3 Attorneys’ Fees. In any action to enforce this Agreement, the prevailing party is entitled to reasonable attorneys’ fees and costs.

8. RISK ALLOCATION

8.1 Limited Indemnification

Each party (the “Indemnifying Party”) shall indemnify, defend, and hold harmless the other party from and against any third-party claims directly arising from (a) a breach by the Indemnifying Party of its representations, warranties, or covenants herein, or (b) the negligence or willful misconduct of the Indemnifying Party. The indemnity obligations survive Closing for the same period stated in Section 5.3.

8.2 Liability Cap

Except for fraud or willful misconduct, the aggregate liability of either party under this Agreement shall not exceed the Earnest Money amount.

8.3 Insurance

Prior to Closing, Seller shall maintain property casualty insurance in commercially reasonable amounts. Buyer shall obtain homeowner’s insurance effective as of Closing.

8.4 Specific Performance

Given the unique nature of real property, the parties acknowledge and agree that monetary damages may be inadequate. Accordingly, either party shall be entitled to seek specific performance or other equitable relief without the requirement to post bond.

9. DISPUTE RESOLUTION

9.1 Governing Law. This Agreement and all disputes hereunder shall be governed by and construed in accordance with the laws of the State of West Virginia, without giving effect to principles of conflicts of law.

9.2 Forum Selection. Any suit, action, or proceeding arising out of or relating to this Agreement shall be instituted exclusively in the circuit court of the county in West Virginia where the Property is located. Each party irrevocably submits to the personal jurisdiction of such court.

9.3 Optional Arbitration. At any time prior to commencement of litigation, the parties may, by mutual written agreement, submit any dispute to binding arbitration administered by the American Arbitration Association under its Residential Real Estate Rules. Judgment on any arbitral award may be entered in any court of competent jurisdiction.

9.4 Jury Trial Waiver. [INTENTIONALLY OMITTED pursuant to the parties’ agreement.]

9.5 Equitable Relief. Nothing in this Section shall limit either party’s right to seek temporary or permanent injunctive relief, including specific performance, in accordance with Section 8.4.

10. GENERAL PROVISIONS

10.1 Amendment and Waiver. No amendment or waiver shall be effective unless in a writing signed by the party against whom enforcement is sought.

10.2 Assignment. Buyer may not assign this Agreement without Seller’s prior written consent, except to an entity controlled by or under common control with Buyer. Any unauthorized assignment is void.

10.3 Successors and Assigns. Subject to the foregoing, this Agreement binds and benefits the parties and their respective successors and permitted assigns.

10.4 Severability. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

10.5 Integration. This Agreement (including all schedules and exhibits) constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior agreements and understandings.

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

10.7 Notices. All notices shall be in writing and deemed given (i) when delivered in person, (ii) one (1) Business Day after deposit with a recognized overnight courier, or (iii) when sent by email with confirmation of receipt, in each case to the addresses set forth at the beginning of this Agreement (or as amended by notice).

10.8 Time of Essence. Time is of the essence with respect to all dates and deadlines herein.

11. EXECUTION BLOCK

IN WITNESS WHEREOF, Seller and Buyer have executed this Agreement as of the Effective Date.

SELLER:

[SELLER NAME], [capacity, if entity]

Date: _____

BUYER:

[BUYER NAME], [capacity, if entity]

Date: _____

NOTARIZATION (if required)

State of West Virginia, County of __, to-wit:
Subscribed and sworn before me this ___ day of _, 20_, by ________.

Notary Public
My commission expires: ______

[// GUIDANCE: Some WV counties require two witnesses in addition to notarization for deeds; confirm with local recording office.]

SCHEDULE 1

PERSONAL PROPERTY INCLUDED IN SALE
[Describe or insert “None.”]

SCHEDULE 2

ESCROW INSTRUCTIONS FOR EARNEST MONEY
[Attach escrow agent’s standard form or insert custom instructions.]

[// GUIDANCE: Review all bracketed items, adjust contingency periods, and supplement with any locally required addenda (e.g., septic/well, mineral rights, or local municipality disclosures). Verify recording taxes and transfer requirements applicable to the county of the Property.]