PURCHASE AND SALE AGREEMENT (RESIDENTIAL)

State of Kansas

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TABLE OF CONTENTS

1. Document Header
2. Article I – Definitions
3. Article II – Agreement of Purchase and Sale; Purchase Price; Earnest Money
4. Article III – Contingencies
5. Article IV – Representations and Warranties
6. Article V – Covenants and Additional Agreements
7. Article VI – Closing and Settlement
8. Article VII – Default and Remedies
9. Article VIII – Risk Allocation; Indemnification; Limitation of Liability
10. Article IX – Dispute Resolution
11. Article X – Miscellaneous
12. Execution Block
13. Exhibits & Schedules

DOCUMENT HEADER

THIS 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] (“Buyer”).

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

Recitals

A. Seller is the fee simple owner of certain improved residential real property commonly known as [STREET ADDRESS], City of [CITY], County of [COUNTY], State of Kansas, together with all buildings, fixtures, improvements, easements, rights, and appurtenances thereto (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. The Parties intend that this Agreement constitute a binding contract for the purchase and sale of the Property under the laws of the State of Kansas.

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

ARTICLE I – DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below:

“Appraisal Contingency Period” means the period ending at 11:59 p.m. Central Time on the date that is [NUMBER] calendar days after the Effective Date.

“Closing” has the meaning set forth in Section 6.1.

“Closing Date” means [CLOSING DATE OR FORMULA], or such other date as the Parties may mutually agree in writing.

“Closing Agent” means [TITLE COMPANY/ESCROW AGENT NAME] or such other closing/escrow agent licensed in Kansas as the Parties may mutually select.

“Earnest Money” has the meaning set forth in Section 2.3.

“Financing Contingency Period” means the period ending at 11:59 p.m. Central Time on the date that is [NUMBER] calendar days after the Effective Date.

“Inspection Contingency Period” means the period ending at 11:59 p.m. Central Time on the date that is [NUMBER] calendar days after the Effective Date.

“Material Defect” means a condition that would have a significant adverse impact on the value of the Property or that poses an unreasonable risk to the health or safety of occupants.

“Title Commitment” has the meaning set forth in Section 3.4.

[// GUIDANCE: Add or remove defined terms to fit the transaction. Ensure all cross-references match.]

ARTICLE II – AGREEMENT OF PURCHASE AND SALE; PURCHASE PRICE; EARNEST MONEY

2.1 Purchase and Sale. Subject to the terms and conditions herein, Seller agrees to sell, and Buyer agrees to purchase, the Property.

2.2 Purchase Price. The total purchase price (the “Purchase Price”) shall be [ALPHANUMERIC AMOUNT] U.S. Dollars ($[NUMERICAL AMOUNT]), payable as follows:
(a) Earnest Money: See Section 2.3;
(b) Cash at Closing: The balance of the Purchase Price, plus or minus prorations and closing adjustments, shall be paid in immediately available funds at Closing.

2.3 Earnest Money.
(a) Within [THREE (3)] Business Days after the Effective Date, Buyer shall deposit with the Closing Agent the sum of $[EARNEST MONEY AMOUNT] (the “Earnest Money”).
(b) The Earnest Money shall be held in escrow and applied at Closing against the Purchase Price or disbursed pursuant to Article VII.
(c) Interest, if any, earned on the Earnest Money shall follow the Earnest Money.

2.4 Allocation of Purchase Price. [OPTIONAL – use for FIRPTA or tax purposes.]

ARTICLE III – CONTINGENCIES

3.1 Inspection Contingency.
(a) Buyer may, at Buyer’s sole cost, conduct any inspections, tests, or investigations deemed necessary or desirable during the Inspection Contingency Period.
(b) If Buyer, in Buyer’s sole discretion, is dissatisfied with any aspect of the Property, Buyer may deliver written notice to Seller prior to the expiration of the Inspection Contingency Period electing to:
(i) terminate this Agreement, in which event the Earnest Money shall be returned to Buyer; or
(ii) request that Seller cure or repair identified items; Seller shall respond within [FIVE (5)] Business Days, and if the Parties cannot reach written agreement within that time, Buyer may elect to proceed or terminate as above.
(c) Failure to timely deliver a notice of termination shall be deemed a waiver of the Inspection Contingency.

3.2 Financing Contingency.
(a) This Agreement is contingent upon Buyer obtaining a written loan commitment on or before the expiration of the Financing Contingency Period.
(b) If Buyer fails to obtain such commitment despite commercially reasonable efforts, Buyer may terminate by written notice before the Financing Contingency Period expires and receive a refund of the Earnest Money.

3.3 Appraisal Contingency. If the Property’s appraised value is less than the Purchase Price and Buyer provides Seller with a copy of the appraisal within the Appraisal Contingency Period, Buyer may (i) renegotiate the Purchase Price, or (ii) terminate this Agreement and receive a refund of the Earnest Money.

3.4 Title and Survey Contingency.
(a) Within [SEVEN (7)] Business Days after the Effective Date, Seller shall cause the Closing Agent to furnish Buyer with a current commitment for an owner’s policy of title insurance (the “Title Commitment”) issued by a title insurer licensed in Kansas.
(b) Buyer shall have [FIVE (5)] Business Days after receipt of the Title Commitment and any survey to object in writing to any title matters. Seller shall have until Closing to cure unacceptable defects. If Seller fails or refuses to cure, Buyer may accept title subject to such defects or terminate this Agreement and receive a refund of the Earnest Money.

3.5 Sale of Buyer’s Property Contingency. [OPTIONAL – include if applicable.]

ARTICLE IV – REPRESENTATIONS AND WARRANTIES

4.1 Seller’s Representations. Seller represents and warrants to Buyer as of the Effective Date and as of Closing that:
(a) Seller has good and marketable fee simple title to the Property, free of all liens except Permitted Exceptions;
(b) There are no pending or threatened eminent domain, condemnation, zoning, or similar proceedings affecting the Property;
(c) Seller has received no written notice of violations of any applicable laws, ordinances, or regulations that have not been cured;
(d) Seller is not a “foreign person” as defined in the Internal Revenue Code § 1445;
(e) Seller has disclosed to Buyer all Material Defects known to Seller; and
(f) No lease or other occupancy agreement affects the Property except as disclosed in Schedule 4.1(f).

4.2 Buyer’s Representations. Buyer represents and warrants to Seller that:
(a) Buyer has the authority to enter into and perform this Agreement;
(b) Buyer has, or will have at Closing, sufficient funds to consummate the purchase;
(c) Buyer is purchasing the Property for [BUYER’S INTENDED USE]; and
(d) Buyer acknowledges receipt of all disclosures listed in Section 5.2.

4.3 Survival. The representations and warranties in this Article IV shall survive Closing for a period of [TWELVE (12)] months.

ARTICLE V – COVENANTS AND ADDITIONAL AGREEMENTS

5.1 Seller’s Pre-Closing Covenants. Seller shall:
(a) Maintain the Property in substantially the same condition as of the Effective Date, ordinary wear and tear excepted;
(b) Refrain from entering into any new leases, encumbrances, or service contracts that would bind Buyer without Buyer’s prior written consent;
(c) Provide reasonable access to the Property for Buyer’s inspections; and
(d) Promptly notify Buyer of any event or circumstance that would make any Seller representation untrue.

5.2 Statutory and Regulatory Disclosures.
(a) Seller shall deliver to Buyer, and Buyer shall acknowledge receipt of, each of the following prior to or concurrently with execution of this Agreement:
(i) Seller’s Property Disclosure Statement (Kansas form);
(ii) Lead-Based Paint Disclosure (for properties built prior to 1978, per 42 U.S.C. § 4852d);
(iii) Radon Warning Statement and any known radon test results;
(iv) Any applicable Homeowners’ Association documents; and
(v) Any other disclosures required by Kansas or federal law.
(b) Buyer shall have [FIVE (5)] Business Days after receipt of any late-delivered disclosure to terminate this Agreement and receive a refund of the Earnest Money.

5.3 Brokerage Relationships. Each Party acknowledges that any real estate broker involved in this transaction has disclosed the nature of its agency relationship as required by Kansas law.

5.4 Post-Closing Cooperation. Each Party shall execute such additional documents and take such further actions as may be reasonably necessary to carry out the intent of this Agreement.

ARTICLE VI – CLOSING AND SETTLEMENT

6.1 Closing. The closing of the purchase and sale contemplated herein (the “Closing”) shall occur on the Closing Date at the offices of the Closing Agent or remotely by escrow closing.

6.2 Seller’s Closing Deliveries. At Closing, Seller shall deliver:
(a) General Warranty Deed conveying fee simple title subject only to Permitted Exceptions;
(b) Bill of Sale for any personal property included in the sale;
(c) Affidavit of Title and FIRPTA Affidavit;
(d) Keys, codes, and operating manuals; and
(e) Any other documents reasonably required by the Closing Agent or title insurer.

6.3 Buyer’s Closing Deliveries. At Closing, Buyer shall deliver:
(a) The balance of the Purchase Price;
(b) Executed closing statements; and
(c) Any documents reasonably required by the Closing Agent or title insurer.

6.4 Closing Costs and Prorations.
(a) Seller shall pay: deed preparation, owner’s title insurance premium, real estate brokerage commissions, and any unpaid property taxes prorated through the day prior to Closing.
(b) Buyer shall pay: recording fees, lender’s title insurance premium, loan origination charges, and any mortgage registration taxes or fees.
(c) Utilities, HOA dues, and other customary items shall be prorated as of 11:59 p.m. on the day preceding Closing.

6.5 Possession. Possession shall transfer to Buyer at [TIME] on the Closing Date, subject to the rights of any tenants disclosed in Schedule 4.1(f).

ARTICLE VII – DEFAULT AND REMEDIES

7.1 Buyer Default. If Buyer materially breaches this Agreement and fails to cure within [SEVEN (7)] Business Days after written notice, Seller’s sole and exclusive remedy shall be retention of the Earnest Money as liquidated damages, the Parties acknowledging that actual damages would be difficult to ascertain.

7.2 Seller Default. If Seller materially breaches this Agreement and fails to cure within [SEVEN (7)] Business Days after written notice:
(a) Buyer may (i) terminate this Agreement and receive a refund of the Earnest Money, and (ii) seek specific performance; or
(b) If specific performance is not available, seek actual damages up to the cap in Section 8.3.

7.3 Attorneys’ Fees. The prevailing Party in any action brought to enforce this Agreement shall be entitled to recover its reasonable attorneys’ fees and costs.

ARTICLE VIII – RISK ALLOCATION; INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Limited Mutual Indemnification.
(a) Each Party (the “Indemnifying Party”) shall indemnify, defend, and hold harmless the other Party and its affiliates from and against any third-party claims, losses, or liabilities arising from (i) a breach of the Indemnifying Party’s covenants, or (ii) the inaccuracy of any representation or warranty of the Indemnifying Party.
(b) The foregoing indemnity is subject to the cap in Section 8.3 and shall survive Closing for [TWELVE (12)] months.

8.2 Assumption of Risk Post-Closing. Except as expressly provided herein, upon Closing Buyer assumes all risks and liabilities associated with the ownership, use, and operation of the Property.

8.3 Liability Cap. NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY TO THE OTHER UNDER THIS AGREEMENT (INCLUDING INDEMNIFICATION OBLIGATIONS) SHALL NOT EXCEED THE AMOUNT OF THE EARNEST MONEY. THIS SECTION SHALL SURVIVE CLOSING OR TERMINATION.

8.4 Force Majeure. Neither Party shall be liable for failure to perform due to events beyond its reasonable control, including acts of God, governmental actions, or natural disasters, provided that the affected Party gives prompt notice and resumes performance as soon as reasonably possible.

ARTICLE IX – DISPUTE RESOLUTION

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

9.2 Forum Selection. Any suit, action, or proceeding arising out of or relating to this Agreement shall be instituted exclusively in the state courts located in [COUNTY], Kansas.

9.3 Optional Arbitration. At any time prior to the commencement of litigation, either Party may propose binding arbitration administered by the American Arbitration Association in accordance with its Residential Real Estate Arbitration Rules. Arbitration shall proceed only if the other Party consents in writing within ten (10) days of the proposal.

9.4 Specific Performance. Nothing in this Article IX shall preclude either Party from seeking equitable relief in the form of specific performance in a court of competent jurisdiction.

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ARTICLE X – MISCELLANEOUS

10.1 Notices. All notices shall be in writing and deemed given (i) upon personal delivery, (ii) one Business Day after deposit with a nationally recognized overnight courier, or (iii) upon email transmission with confirmation of receipt, in each case addressed to the Parties at the addresses set forth below (or such other address designated by written notice).

10.2 Entire Agreement; Merger. This Agreement, together with the Exhibits and Schedules hereto, constitutes the entire agreement between the Parties and supersedes all prior understandings.

10.3 Amendment; Waiver. No amendment or waiver shall be effective unless in writing and signed by the Party against whom enforcement is sought. A waiver of any breach shall not constitute a waiver of any other breach.

10.4 Assignment. Neither Party may assign this Agreement without the prior written consent of the other, except Buyer may assign to an entity controlled by, controlling, or under common control with Buyer, provided Buyer remains liable hereunder.

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

10.6 Successors and Assigns. This Agreement shall bind and benefit the Parties and their respective successors and permitted assigns.

10.7 Counterparts; Electronic Signatures. This Agreement may be executed in one or more counterparts, each of which is deemed an original, and all of which constitute one instrument. Signatures transmitted by facsimile or electronic means (e.g., DocuSign) shall be deemed original signatures.

EXECUTION BLOCK

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

SELLER:

[SELLER NAME]
By: ______
Name: ______
Title: _____
Date: _______

BUYER:

[BUYER NAME]
By: ______
Name: ______
Title: _____
Date: _______

[NOTARY ACKNOWLEDGMENT BLOCKS – include as required under Kansas law]

EXHIBITS & SCHEDULES

Schedule 4.1(f) – Existing Leases (if any)
Exhibit A – Legal Description of Property
Exhibit B – Seller’s Property Disclosure Statement
Exhibit C – Lead-Based Paint Disclosure (if applicable)
Exhibit D – Radon Warning Statement
Exhibit E – HOA Documents (if applicable)

[// GUIDANCE: Attach additional schedules as needed for financing terms, survey, inspection reports, etc.]

[END OF AGREEMENT]