RESIDENTIAL REAL ESTATE PURCHASE AND SALE AGREEMENT

(Arkansas – Comprehensive Template)

[// GUIDANCE: This court-ready template is intentionally drafted with expansive coverage for Arkansas residential transactions. Bracketed items identify variable terms that practitioners must tailor to the specific deal. Internal cross-references auto-update when headings are modified in modern word-processing programs.]

TABLE OF CONTENTS

1. Article I – Document Header & Recitals
2. Article II – Definitions
3. Article III – Purchase and Sale; Consideration
4. Article IV – Disclosure & Due-Diligence Framework
5. Article V – Contingency Periods
6. Article VI – Closing Procedures
7. Article VII – Representations & Warranties
8. Article VIII – Covenants & Restrictions
9. Article IX – Default & Remedies
10. Article X – Risk Allocation
11. Article XI – Dispute Resolution
12. Article XII – General Provisions
13. Article XIII – Execution Block

ARTICLE I

DOCUMENT HEADER & RECITALS

1.1 Agreement Title. Residential Real Estate Purchase and Sale Agreement (Arkansas).

1.2 Parties. 
(a) “Seller”: [SELLER LEGAL NAME], a [STATE OF FORMATION] [entity type OR “individual”], whose mailing address is [ADDRESS].
(b) “Buyer”: [BUYER LEGAL NAME], a [STATE OF FORMATION] [entity type OR “individual”], whose mailing address is [ADDRESS].

1.3 Effective Date. The “Effective Date” is the date on which the last Party executes this Agreement as evidenced in Article XIII.

1.4 Recitals. 
A. Seller is the fee-simple owner of the real property located at [STREET ADDRESS, CITY, COUNTY, ARKANSAS] and more particularly described in Exhibit A (the “Property”).
B. Seller desires to sell, and Buyer desires to purchase, the Property upon the terms and conditions set forth herein.
C. The Parties intend for Arkansas law to govern all matters arising out of or relating to this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

ARTICLE II

DEFINITIONS

For ease of reference, capitalized terms have the following meanings. Any term used in the singular includes the plural and vice-versa.

“Agreement” has the meaning stated in Section 1.1.
“Applicable Law” means any constitution, statute, regulation, ordinance, or rule of any governmental authority with jurisdiction over the Property or the transactions contemplated herein, including without limitation federal lead-based paint disclosure requirements, 42 U.S.C. § 4852d; 24 C.F.R. pt. 35.
“Business Day” means any day other than a Saturday, Sunday, or Arkansas-recognized legal holiday.
“Buyer Default” has the meaning set forth in Section 9.1(a).
“Closing” means the consummation of the purchase and sale contemplated by this Agreement, to occur on the Closing Date.
“Closing Date” means [CLOSING DATE OR “the date specified in Section 6.1”].
“Contingency Periods” has the meaning provided in Article V.
“Deposit Holder” means [ESCROW/TITLE COMPANY NAME], whose address is [ADDRESS], designated to hold the Earnest Money.
“Earnest Money” means the good-faith deposit described in Section 3.2.
“Inspection Period” has the meaning set forth in Section 5.1(a).
“Liability Cap” has the meaning set forth in Section 10.3.
“Purchase Price” has the meaning set forth in Section 3.1.
“Seller Default” has the meaning set forth in Section 9.1(b).
“Title Company” means [TITLE COMPANY NAME], or such other nationally recognized title insurer selected by Buyer and reasonably approved by Seller.

[// GUIDANCE: Add or remove definitions as necessary to align with the transaction’s complexity.]

ARTICLE III

PURCHASE AND SALE; CONSIDERATION

3.1 Purchase Price. Buyer shall purchase the Property for a total purchase price of $[AMOUNT] (the “Purchase Price”), payable as follows:
(a) Earnest Money (defined below); plus
(b) The balance of the Purchase Price, subject to prorations and adjustments, paid in immediately available U.S. funds at Closing.

3.2 Earnest Money & Escrow. Within three (3) Business Days after the Effective Date, Buyer shall deposit $[AMOUNT] (the “Earnest Money”) with the Deposit Holder. The Earnest Money shall be held in a non-interest-bearing escrow account and applied to the Purchase Price at Closing or disbursed in accordance with Article IX.

3.3 Financing. [SELECT ONE]
☐ All-Cash Transaction – No financing contingency.
☐ Financing Contingency – Buyer’s obligation to close is conditioned on obtaining financing as described in Section 5.1(c).

ARTICLE IV

DISCLOSURE & DUE-DILIGENCE FRAMEWORK

4.1 Seller’s Mandatory Disclosures. Seller shall deliver to Buyer, within five (5) Business Days after the Effective Date, the following, each of which shall be complete and materially accurate as of delivery:
(a) A Seller’s Property Disclosure Statement in the form attached as Exhibit B;
(b) Lead-Based Paint Disclosure Statement (for pre-1978 improvements), executed pursuant to 42 U.S.C. § 4852d and implementing regulations;
(c) Any known environmental reports, termite/pest inspection reports, or surveys in Seller’s possession; and
(d) Any notices of violation or condemnation relating to the Property received within the past five (5) years.

4.2 Buyer’s Access. Seller shall afford Buyer and Buyer’s inspectors reasonable access to the Property during the Inspection Period, subject to twenty-four (24) hours’ prior notice and without unreasonably disrupting occupants.

4.3 Title Commitment & Survey. Within seven (7) Business Days after the Effective Date, Title Company shall furnish Buyer a commitment for an owner’s policy of title insurance (the “Title Commitment”). Buyer may obtain an ALTA/NSPS survey at Buyer’s expense.

ARTICLE V

CONTINGENCY PERIODS

5.1 Defined Contingencies. Buyer’s obligation to close is subject to satisfaction or waiver of the following contingencies (collectively, the “Contingency Periods”):

(a) Inspection Contingency. Buyer shall have [NUMBER] days following receipt of the last Disclosure Item (the “Inspection Period”) to inspect the Property. Buyer may terminate prior to expiration of the Inspection Period by written notice to Seller, whereupon Earnest Money shall be refunded.

(b) Appraisal Contingency. If an appraisal, obtained at Buyer’s expense, reflects a value less than the Purchase Price, Buyer may, within three (3) Business Days after receipt, (i) terminate this Agreement, or (ii) waive such contingency and proceed to Closing.

(c) Financing Contingency (if elected). Buyer shall have until [DATE] (the “Financing Deadline”) to obtain a written loan commitment for at least $[AMOUNT] on terms not materially more onerous than those disclosed to Seller. Failure to do so entitles Buyer to terminate with refund of Earnest Money.

(d) Sale of Buyer’s Property. [OPTIONAL – describe timing and notice requirements.]

5.2 Automatic Waiver. Any contingency not timely waived or exercised is deemed waived, and the transaction shall proceed to Closing.

ARTICLE VI

CLOSING PROCEDURES

6.1 Scheduled Closing Date. The Closing shall occur on [DATE], or on such earlier date as the Parties may mutually agree in writing. Time is of the essence as to all dates herein.

6.2 Closing Deliverables.
(a) Seller shall deliver:
 (i) Special Warranty Deed in recordable form;
 (ii) Bill of Sale conveying any personal property identified in Section 3.1 (if applicable);
 (iii) Owner’s Affidavit and FIRPTA Affidavit; and
 (iv) Keys, codes, and other access devices.

(b) Buyer shall deliver:
 (i) The balance of the Purchase Price; and
 (ii) Any lender-required documents (if applicable).

6.3 Prorations & Closing Costs. Taxes, assessments, rents, and association dues shall be prorated as of 11:59 p.m. on the day preceding the Closing Date. Seller shall pay the documentary transfer tax (if any) and the premium for the owner’s title policy. Buyer shall pay recording fees, lender’s title premium, and appraisal fees.

6.4 Possession. Possession shall be delivered at Closing, free of leases or occupants, unless otherwise stated in Exhibit C (Post-Closing Occupancy Agreement).

ARTICLE VII

REPRESENTATIONS & WARRANTIES

7.1 Seller’s Representations. Seller represents and warrants to Buyer, as of the Effective Date and again at Closing, that:
(a) Authority. Seller has full power and authority to execute and perform this Agreement.
(b) No Conflicts. Execution and delivery do not violate any agreement binding on Seller.
(c) Title. Seller will convey good and marketable fee-simple title, free of liens other than Permitted Exceptions.
(d) Litigation. No pending or threatened claims materially affecting the Property exist.
(e) Foreign Person. Seller is not a “foreign person” within the meaning of FIRPTA.
(f) Condition of Property. Except as disclosed, Seller has no actual knowledge of material defects or hazardous substances on the Property.

7.2 Buyer’s Representations. Buyer represents and warrants to Seller that:
(a) Authority. Buyer has full power to enter into and perform this Agreement.
(b) Funds. Buyer has, or will have at Closing, sufficient funds or financing to pay the Purchase Price.

7.3 Survival. All representations and warranties shall survive Closing for a period of [12] months, after which they shall terminate.

ARTICLE VIII

COVENANTS & RESTRICTIONS

8.1 Seller’s Affirmative Covenants. Between the Effective Date and Closing, Seller shall:
(a) Maintain the Property in substantially the same condition;
(b) Keep utilities on and paid; and
(c) Promptly notify Buyer of any material change or new encumbrance.

8.2 Negative Covenants. Seller shall not, without Buyer’s prior written consent:
(a) Alter the Property;
(b) Enter into new leases; or
(c) Convey any interest in the Property.

8.3 Buyer’s Covenants. Buyer shall not, prior to Closing, damage the Property during inspections and shall indemnify Seller from claims arising therefrom, subject to the Liability Cap in Section 10.3.

ARTICLE IX

DEFAULT & REMEDIES

9.1 Events of Default.
(a) Buyer Default. Failure of Buyer to (i) deposit the Earnest Money, (ii) deliver funds at Closing, or (iii) otherwise perform a material obligation constitutes a “Buyer Default.”
(b) Seller Default. Failure of Seller to convey title or otherwise perform a material obligation constitutes a “Seller Default.”

9.2 Notice & Cure. A Party asserting default must provide written notice, after which the defaulting Party shall have three (3) Business Days to cure.

9.3 Remedies.
(a) Buyer Default. Seller’s sole and exclusive remedy shall be termination of this Agreement and retention of the Earnest Money as liquidated damages. The Parties acknowledge the difficulty of determining actual damages and agree that this amount is a reasonable estimate thereof.
(b) Seller Default. Buyer may elect (i) specific performance of this Agreement (without posting bond), or (ii) terminate and receive a prompt refund of Earnest Money together with Buyer’s actual, documented out-of-pocket expenses not to exceed $[CAP].

[// GUIDANCE: “Specific performance” implements the Injunctive Relief mandate while preserving mutuality.]

ARTICLE X

RISK ALLOCATION

10.1 Indemnification (Limited). Each Party (“Indemnifying Party”) shall indemnify, defend, and hold harmless the other Party from and against third-party claims arising out of the Indemnifying Party’s breach of this Agreement, but only to the extent of the Liability Cap.

10.2 Release. Upon Closing, Buyer shall be deemed to accept the Property “AS IS, WHERE IS,” except for Seller’s express covenants, representations, and warranties herein. This release shall not apply to fraud or willful misconduct.

10.3 Liability Cap. Except for specific performance and fraud, the cumulative liability of either Party under this Agreement shall in no event exceed the amount of the Earnest Money (the “Liability Cap”).

10.4 Insurance. Seller shall maintain customary hazard insurance through the Closing Date. Buyer shall obtain homeowner’s insurance effective no later than Closing.

10.5 Force Majeure. If a Force Majeure Event delays performance, the affected obligations shall be postponed for the period of delay, not to exceed thirty (30) days, after which either Party may terminate with refund of Earnest Money.

ARTICLE XI

DISPUTE RESOLUTION

11.1 Governing Law. This Agreement and disputes arising hereunder shall be governed by the laws of the State of Arkansas, without regard to conflict-of-law rules.

11.2 Forum Selection. Each Party irrevocably submits to the exclusive jurisdiction of the state courts located in the county where the Property is situated.

11.3 Arbitration (Optional). [SELECT ONE]
☐ No Arbitration – All disputes resolved in state court.
☐ Binding Arbitration – Any dispute not resolved within thirty (30) days after notice shall be resolved by 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 with jurisdiction. The arbitrator shall have authority to award specific performance consistent with Section 9.3(b).

11.4 Jury Trial. [INTENTIONALLY OMITTED per metadata – no jury waiver.]

11.5 Equitable Relief. Notwithstanding any other provision, either Party may seek specific performance or other injunctive relief in accordance with Section 9.3 without first initiating arbitration or litigation on the merits.

ARTICLE XII

GENERAL PROVISIONS

12.1 Notices. All notices must be in writing and delivered (i) in person, (ii) by certified U.S. mail (return receipt requested), (iii) recognized overnight courier, or (iv) email with confirmed receipt, to the addresses set forth in Section 1.2 (or updated by notice). Notice is effective on receipt or first refusal.

12.2 Entire Agreement; Integration. This Agreement, together with the Exhibits, constitutes the entire understanding of the Parties and supersedes all prior agreements.

12.3 Amendment & Waiver. No amendment or waiver is effective unless in writing and signed by the Party against whom enforcement is sought. No waiver constitutes a continuing waiver.

12.4 Assignment. Neither Party may assign this Agreement without the other’s prior written consent, except Buyer may assign to an entity under common control upon prior notice to Seller.

12.5 Severability. If any provision is held invalid, the remainder shall be enforced to the fullest extent permissible, and the invalid provision reformed to reflect the Parties’ intent.

12.6 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which is deemed an original, and all of which constitute one instrument. Signatures transmitted electronically (e.g., via DocuSign® or .pdf) are binding to the same extent as original signatures pursuant to the federal E-SIGN Act, 15 U.S.C. § 7001 et seq.

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

ARTICLE XIII

EXECUTION BLOCK

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

SELLER:

[SELLER LEGAL NAME]
By: _____
Name: [NAME]
Title: [Title, if entity]
Date: _____

BUYER:

[BUYER LEGAL NAME]
By: _____
Name: [NAME]
Title: [Title, if entity]
Date: _____

[OPTIONAL NOTARY ACKNOWLEDGMENT BLOCK PER ARK. CODE ANN. § 16-47-203]

EXHIBITS (Attach as Needed)

Exhibit A – Legal Description of Property
Exhibit B – Seller’s Property Disclosure Statement
Exhibit C – Post-Closing Occupancy Agreement (if applicable)
Exhibit D – Lead-Based Paint Disclosure Statement

[// GUIDANCE: Update exhibit labels/cross-references if additional attachments are included.]

END OF AGREEMENT