PURCHASE AND SALE AGREEMENT

(Residential Real Estate – State of Wyoming)

[// GUIDANCE: Insert your firm’s letterhead or caption block above, if desired.]

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
Exhibits

I. DOCUMENT HEADER

1. Parties
   1.1 “Seller”: [SELLER LEGAL NAME], a [state & entity type]
   1.2 “Buyer”: [BUYER LEGAL NAME], a [state & entity type]

2. Recitals
   2.1 Seller is the fee-simple owner of certain real property and improvements located at [PROPERTY ADDRESS], State of Wyoming, more particularly described in Exhibit A (the “Property”).
   2.2 Buyer desires to purchase and Seller desires to sell the Property on the terms set forth in this Agreement.
   2.3 For good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows.

3. Effective Date; Governing Jurisdiction
   3.1 “Effective Date” means the date the last Party executes this Agreement.
   3.2 This Agreement shall be governed by the laws of the State of Wyoming, without regard to conflicts-of-law principles.

II. DEFINITIONS

The following terms have the meanings set forth below. Terms used in the singular include the plural and vice-versa.

“Additional Earnest Money” – Defined in Section 3.2.
“Affiliate” – Any entity that directly or indirectly controls, is controlled by, or is under common control with a Party.
“Agreement” – This Purchase and Sale Agreement, together with all Exhibits, Schedules, and written amendments.
“Applicable Law” – All statutes, regulations, codes, ordinances, and rules of any governmental authority having jurisdiction over the Parties or the Property, including Wyoming real estate law and federal regulations (e.g., Lead-Based Paint – 42 U.S.C. § 4852d).
“Business Day” – Any calendar day other than Saturday, Sunday, or a Wyoming-state or U.S. federal legal holiday.
“Closing” – The consummation of the transaction described herein.
“Closing Date” – [CLOSING DATE] or such other date agreed in writing by the Parties.
“Contingency Period” – The period(s) for satisfaction or waiver of Buyer’s contingencies under Article III.
“Earnest Money” – The aggregate of the Initial Earnest Money and any Additional Earnest Money (Section 3.2), held by the Escrow Agent.
“Escrow Agent” – [TITLE/ESCROW COMPANY], or such other agent mutually agreed in writing.
“Inspection Period” – That portion of the Contingency Period defined in Section 3.3.
“Losses” – Direct, out-of-pocket losses, damages, costs, and expenses (including reasonable attorneys’ fees) actually incurred and documented.
“Property” – Defined in Recital 2.1 and further described in Exhibit A.
“Purchase Price” – The price set forth in Section 2.1.

[// GUIDANCE: Add or delete defined terms to match deal specifics. Maintain alphabetical order.]

III. OPERATIVE PROVISIONS

1. Purchase and Sale

Seller agrees to sell and convey, and Buyer agrees to purchase and accept, the Property, together with all appurtenant rights, easements, and fixtures, subject to the terms of this Agreement.

2. Purchase Price; Payment Mechanics

2.1 Purchase Price. The purchase price is $[AMOUNT] (the “Purchase Price”).
2.2 Allocation of Purchase Price. The Purchase Price shall be paid as follows:
(a) Initial Earnest Money – $[AMOUNT] deposited with Escrow Agent within three (3) Business Days after the Effective Date.
(b) Additional Earnest Money – $[AMOUNT] (if any) deposited on or before the expiration of the Inspection Period.
(c) Balance – The remaining Purchase Price, plus or minus prorations and closing adjustments, payable in immediately available “Good Funds” at Closing.
2.3 Earnest Money Treatment. The Earnest Money shall be applied to the Purchase Price at Closing or disbursed as otherwise provided herein.

3. Contingency Periods

3.1 Financing Contingency. Buyer’s obligation to close is contingent upon Buyer obtaining a written loan commitment for not less than [LTV %] of the Purchase Price by [DATE] (the “Financing Deadline”).
3.2 Appraisal Contingency. Buyer may terminate if the Property fails to appraise at or above the Purchase Price.
3.3 Inspection/Due Diligence Period. Buyer shall have [] days after the Effective Date (the “Inspection Period”) to conduct all desired inspections, investigations, and reviews.
3.4 Title & Survey. Buyer shall have [] days after receipt of the Title Commitment and Survey to deliver written title objections. Seller shall have [__] days thereafter to cure.
3.5 Failure or Waiver. Contingencies not satisfied or waived in writing by Buyer within the applicable deadlines shall be deemed waived.

4. Seller Disclosures

4.1 Property Condition Disclosure. On or before the Effective Date, Seller shall deliver to Buyer a completed and executed Wyoming Residential Property Condition Disclosure Statement (Exhibit B).
4.2 Lead-Based Paint. For dwellings built prior to 1978, Seller shall deliver a fully executed Lead-Based Paint Disclosure (Exhibit C) and the EPA pamphlet “Protect Your Family From Lead in Your Home.”
4.3 Additional Disclosures. Seller shall promptly disclose in writing any material adverse change in the Property prior to Closing.

5. Closing Procedures

5.1 Location; Date. Closing shall occur at the offices of the Escrow Agent in [COUNTY], Wyoming (or remotely via escrow), on the Closing Date.
5.2 Seller Deliverables. At Closing, Seller shall deliver:
(a) General Warranty Deed (or Bargain & Sale Deed, per title company requirements) conveying marketable fee-simple title;
(b) Affidavit of Title;
(c) IRS Form W-9 and FIRPTA Affidavit;
(d) Keys, codes, and manuals; and
(e) Any other documents reasonably required by Escrow Agent.
5.3 Buyer Deliverables. Buyer shall:
(a) Deliver the balance of the Purchase Price;
(b) Execute closing statements and loan documents (if any); and
(c) Deliver any additional documents reasonably required by Escrow Agent.
5.4 Prorations & Closing Costs. Real property taxes, assessments, rents, HOA dues, and utilities shall be prorated as of 11:59 p.m. Mountain Time on the day preceding Closing. Seller shall pay: deed preparation, owner’s title policy, and one-half escrow fee. Buyer shall pay: loan charges, recording fees, lender’s title policy, survey, and one-half escrow fee.
5.5 Possession. Possession shall transfer to Buyer at Closing, subject only to matters of record and the rights of any tenants identified on Schedule 5.5.

IV. REPRESENTATIONS & WARRANTIES

1. Seller’s Representations

Seller represents and warrants to Buyer as of the Effective Date and as of Closing that:
(a) Authority. Seller is duly authorized to execute and perform this Agreement.
(b) Title. Seller holds marketable fee-simple title, free of encumbrances other than Permitted Exceptions.
(c) No Litigation. To Seller’s Knowledge, no pending or threatened litigation or governmental action adversely affects the Property.
(d) Compliance. The Property’s current use is in material compliance with Applicable Law.
(e) Foreign Person. Seller is not a “foreign person” under 26 U.S.C. § 1445.

2. Buyer’s Representations

Buyer represents and warrants to Seller that:
(a) Authority. Buyer is duly organized and authorized to enter into this Agreement.
(b) Funds. Buyer has, or will have at Closing, sufficient funds to consummate the purchase.

3. Survival

The representations and warranties in this Article survive Closing for twelve (12) months, except as expressly stated otherwise.

[// GUIDANCE: Insert disclosure schedules for any exceptions to the reps.]

V. COVENANTS & RESTRICTIONS

1. Interim Operations. From the Effective Date until Closing, Seller shall:
   (a) Maintain the Property in substantially the same condition, reasonable wear excepted;
   (b) Keep existing insurance in full force;
   (c) Not transfer or encumber any interest without Buyer’s prior written consent, except Permitted Exceptions; and
   (d) Provide Buyer and its inspectors reasonable access on prior notice.

2. Notice of Material Changes. Seller will promptly notify Buyer of any material damage to or condemnation of the Property.

3. Buyer Cooperation. Buyer shall cooperate in good faith with Seller and Escrow Agent to effectuate Closing.

VI. DEFAULT & REMEDIES

1. Buyer Default. If Buyer defaults and fails to cure within five (5) Business Days after written notice, Seller may terminate this Agreement and retain the Earnest Money as liquidated damages, which the Parties agree is Seller’s sole and exclusive remedy (specific performance against Buyer being expressly waived).

2. Seller Default. If Seller defaults and fails to cure within five (5) Business Days after written notice, Buyer may either:
   (a) Terminate this Agreement and receive a return of Earnest Money; or
   (b) Seek specific performance of Seller’s conveyance obligations.

3. Mutual Limitation. Neither Party shall be liable to the other for punitive, consequential, or speculative damages. The Parties’ aggregate liability for monetary damages shall not exceed the amount of the Earnest Money.

4. Attorneys’ Fees. The prevailing Party in any dispute under this Agreement shall be entitled to recover reasonable attorneys’ fees and court costs.

VII. RISK ALLOCATION

1. Limited Indemnification
   (a) Seller Indemnity. Seller shall indemnify, defend, and hold Buyer harmless from Losses arising from Seller’s breach of this Agreement or fraud, limited to an aggregate amount equal to the Earnest Money.
   (b) Buyer Indemnity. Buyer shall indemnify, defend, and hold Seller harmless from Losses arising from Buyer’s breach of this Agreement or entry onto the Property prior to Closing, limited to an aggregate amount equal to the Earnest Money.

2. Insurance. Prior to Closing, Seller shall maintain all-risk property insurance in an amount not less than the replacement cost of the improvements.

3. Risk of Loss. If prior to Closing the Property is materially damaged (cost to repair > [__]% of Purchase Price) or taken by eminent domain, Buyer may terminate and receive a return of Earnest Money, or proceed with an assignment of insurance/condemnation proceeds.

4. Force Majeure. Performance is excused for delays caused by events beyond reasonable control, including acts of God, governmental actions, or pandemic-related shutdowns; the Closing Date shall be extended for the duration of the delay, not to exceed thirty (30) days.

VIII. DISPUTE RESOLUTION

1. Governing Law. This Agreement shall be construed under the laws of the State of Wyoming.

2. Forum Selection. Any suit, action, or proceeding shall be brought exclusively in the state courts located in [COUNTY], Wyoming, and the Parties consent to personal jurisdiction therein.

3. Optional Arbitration. The Parties may elect, by initialing below, to submit all disputes to binding arbitration administered by the American Arbitration Association (“AAA”) under its Residential Real Estate Rules. Judgment on the award may be entered in any court of competent jurisdiction.

Seller Initials _ (Elect) (Decline)
Buyer Initials __ (Elect) _____ (Decline)

4. Jury Trial Waiver. [Intentionally Omitted – Jury waiver excluded by mandate.]

5. Specific Performance. Nothing in this Article limits either Party’s right to seek specific performance or other injunctive relief as provided herein.

IX. GENERAL PROVISIONS

1. Notices. All notices must be in writing and delivered (i) by personal delivery, (ii) certified U.S. Mail (return receipt requested), (iii) nationally-recognized overnight courier, or (iv) email with confirmation of receipt, to the addresses set forth below each Party’s signature.

2. Amendments; Waivers. Any amendment or waiver must be in a writing signed by the Party to be bound.

3. Assignment. Buyer may not assign this Agreement without Seller’s prior written consent, except to an Affiliate or for a 1031 exchange; any assignment does not release Buyer from liability.

4. Entire Agreement. This Agreement supersedes all prior agreements and constitutes the entire understanding of the Parties.

5. Severability. If any provision is invalid or unenforceable, it shall be narrowly construed or reformed, and the remaining provisions shall remain in full force.

6. Successors & Assigns. This Agreement binds and benefits the Parties and their respective successors and permitted assigns.

7. Counterparts; Electronic Signatures. This Agreement may be executed in counterparts and by electronic signatures, each of which is deemed an original.

8. Time of Essence. Time is of the essence in the performance of all obligations herein.

9. 1031 Exchange. Either Party may effect a tax-deferred exchange under 26 U.S.C. § 1031 at no cost or liability to the other.

X. EXECUTION BLOCK

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

SELLER:

[SELLER LEGAL NAME]
By: _____
Name: _____
Title: ____
Date: _______

BUYER:

[BUYER LEGAL NAME]
By: _____
Name: _____
Title: ____
Date: _______

[// GUIDANCE: Attach notary acknowledgment blocks if required by your title company or county recording office.]

EXHIBITS

Exhibit A – Legal Description of Property
Exhibit B – Wyoming Residential Property Condition Disclosure Statement
Exhibit C – Lead-Based Paint Disclosure (if applicable)
Exhibit D – Arbitration Rider (executed only if Parties elect arbitration)

[// GUIDANCE: Supply each exhibit on a separate page for clarity.]