RESIDENTIAL REAL ESTATE

PURCHASE AND SALE AGREEMENT

(State of Oklahoma)

[// GUIDANCE: This template is intended for single-family, owner-occupied residential transactions subject to Oklahoma law. Practitioners should confirm local custom, update placeholders, and attach all exhibits/schedules before circulation.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
   3.1 Purchase and Sale
   3.2 Purchase Price; Earnest Money
   3.3 Financing Contingency
   3.4 Inspection Contingency
   3.5 Appraisal Contingency
   3.6 Title and Survey
   3.7 Property Disclosures
   3.8 Closing and Possession
4. Representations & Warranties
5. Covenants & Restrictions
6. Default & Remedies
7. Risk Allocation
8. Dispute Resolution
9. General Provisions
10. Execution Block
11. Exhibits & Schedules (list)

1. DOCUMENT HEADER

THIS RESIDENTIAL REAL ESTATE 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 or “individual”] (“Seller”); and
• [BUYER LEGAL NAME], a [STATE] [entity type or “individual”] (“Buyer”).

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

WHEREAS, Seller desires to sell, and Buyer desires to purchase, certain improved real property located in the State of Oklahoma upon the terms and conditions set forth herein;

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

2. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings assigned to them below. Any capitalized term used but not defined herein has the meaning given to it elsewhere in this Agreement.

“Affiliate” – With respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with such Person.

“Appraisal Contingency Period” – The period ending at 5:00 p.m. Central Time on the date that is [NUMBER] calendar days after the Effective Date.

“Closing” – The consummation of the purchase and sale of the Property, as defined in Section 3.8.

“Closing Date” – [DATE], or such earlier or later date as the Parties may mutually agree in writing.

“Disclosure Act” – The Oklahoma Residential Property Condition Disclosure Act, Okla. Stat. tit. 60, §§ 831–839 (as amended).

“Earnest Money” – The deposit described in Section 3.2(b).

“Escrow Agent” – [ESCROW/CLOSING COMPANY NAME], or any successor escrow holder mutually acceptable to the Parties.

“Financing Contingency Period” – The period ending at 5:00 p.m. Central Time on the date that is [NUMBER] calendar days after the Effective Date.

“Inspection Contingency Period” – The period ending at 5:00 p.m. Central Time on the date that is [NUMBER] calendar days after the Effective Date.

“Person” – Any natural person, corporation, limited liability company, partnership, trust, estate, or other legal entity.

“Property” – Collectively, (i) the real property located at [STREET ADDRESS, CITY, COUNTY, OK ZIP], more particularly described in Exhibit A (the “Land”); (ii) all buildings, improvements, and fixtures situated on the Land (the “Improvements”); (iii) all easements, appurtenances, and rights benefiting or running with the Land; and (iv) any tangible personal property expressly identified in Exhibit B hereto (the “Personal Property”).

“Purchase Price” – As defined in Section 3.2(a).

[// GUIDANCE: Add additional defined terms as needed. Verify cross-references.]

3. OPERATIVE PROVISIONS

3.1 Purchase and Sale

Seller hereby agrees to sell, transfer, and convey the Property to Buyer, and Buyer agrees to purchase the Property from Seller, on the terms set forth in this Agreement.

3.2 Purchase Price; Earnest Money

(a) Purchase Price. The total purchase price for the Property shall be $[AMOUNT] (the “Purchase Price”), subject to prorations and adjustments provided herein.
(b) Earnest Money. Within [THREE (3)] business days after the Effective Date, Buyer shall deposit $[AMOUNT] (the “Earnest Money”) with the Escrow Agent by wire transfer or other immediately available funds. The Earnest Money shall be:
i. applied to the Purchase Price at Closing;
ii. refundable or non-refundable as expressly provided in this Agreement; and
iii. deemed liquidated damages subject to Section 6.3 if Buyer defaults.

3.3 Financing Contingency

(a) Buyer’s obligation to close is conditioned upon Buyer obtaining, on or before the expiration of the Financing Contingency Period, a written commitment from a lender acceptable to Buyer for a [conventional/FHA/VA/other] loan in an amount not less than $[PERCENTAGE]% of the Purchase Price at an interest rate not exceeding [RATE]%.
(b) If Buyer fails to obtain such commitment and delivers written notice to Seller before expiration of the Financing Contingency Period, either Party may terminate this Agreement, and the Earnest Money shall be returned to Buyer.
(c) FAILURE TO GIVE NOTICE CONSTITUTES WAIVER of the Financing Contingency.

3.4 Inspection Contingency

(a) Buyer shall, at Buyer’s sole cost, have the right to conduct any inspections, tests, or investigations of the Property during the Inspection Contingency Period, including structural, mechanical, environmental, and termite inspections.
(b) Buyer may, in its sole discretion, on or before expiration of the Inspection Contingency Period, (i) accept the Property, (ii) provide a written request for repairs, or (iii) terminate this Agreement by written notice to Seller, whereupon the Earnest Money shall be refunded to Buyer.
(c) Seller shall provide reasonable access to the Property upon 24-hour advance notice. Buyer shall restore any disturbed portion of the Property.

3.5 Appraisal Contingency

This Agreement is contingent upon the Property appraising at not less than the Purchase Price by an appraiser approved by Buyer’s lender. If the appraisal is less than the Purchase Price and the Parties fail to renegotiate the Purchase Price within [FIVE (5)] business days after Buyer’s notice to Seller, either Party may terminate this Agreement, and the Earnest Money shall be refunded to Buyer.

3.6 Title and Survey

(a) Title Commitment. Within [SEVEN (7)] business days after the Effective Date, Seller shall cause [TITLE COMPANY NAME] to deliver to Buyer a title commitment for issuance of an ALTA owner’s policy of title insurance in the amount of the Purchase Price (the “Commitment”).
(b) Objections. Buyer shall have [FIVE (5)] business days after receipt of the Commitment and survey (collectively, “Title Documents”) to deliver written objections. Seller shall have [FIVE (5)] business days to cure or agree to cure such objections. If Seller fails to cure, Buyer may waive the objections or terminate this Agreement and receive a refund of the Earnest Money.
(c) Survey. Buyer may obtain, at Buyer’s expense, a current boundary survey certified to Buyer, Seller, and the title insurer.

3.7 Property Disclosures

(a) Seller shall deliver to Buyer, within [FIVE (5)] calendar days after the Effective Date, a completed and executed Residential Property Condition Disclosure Statement in compliance with the Disclosure Act (Okla. Stat. tit. 60, § 833).
(b) For any dwelling built prior to 1978, Seller shall also deliver a completed Lead-Based Paint Disclosure in the form required by 42 U.S.C. § 4852d and 24 C.F.R. pt. 35, subpt. A.
(c) If Seller fails to deliver the disclosures within the time period required, Buyer may terminate this Agreement at any time prior to Closing, and the Earnest Money shall be refunded to Buyer.

3.8 Closing and Possession

(a) Closing Date and Place. Closing shall occur on the Closing Date at the offices of the Escrow Agent or via remote/online notarization in compliance with Oklahoma law.
(b) Closing Deliveries. At Closing,
i. Seller shall deliver a General Warranty Deed, properly executed and acknowledged, conveying marketable title to the Land and Improvements, subject only to Permitted Exceptions; a Bill of Sale for any Personal Property; an Assignment of any transferrable warranties; and customary owner affidavits.
ii. Buyer shall deliver the Purchase Price (less credit for Earnest Money) in immediately available funds and execute all lender-required documents.
(c) Possession. Possession of the Property shall transfer to Buyer at [TIME] on the Closing Date, free of tenants and occupants except as disclosed in Exhibit C.
(d) Prorations and Closing Costs. Taxes, rents, utilities, and homeowner association dues shall be prorated as of 11:59 p.m. on the day preceding the Closing Date. Recordation fees shall be paid by Buyer; documentary stamp tax by Seller; title insurance premiums split [50/50] unless prohibited by lender regulations.

4. REPRESENTATIONS & WARRANTIES

4.1 Seller’s Representations

Seller represents and warrants to Buyer, as of the Effective Date and as of Closing:
a) Authority. Seller has full capacity and authority to execute and perform this Agreement.
b) Title. Seller holds fee simple title to the Property, free and clear of all liens other than Permitted Exceptions.
c) No Foreign Person. Seller is not a “foreign person” within the meaning of 26 U.S.C. § 1445(f)(3).
d) Compliance. To Seller’s knowledge, Seller has not received written notice of any violation of covenants, laws, or ordinances that remains uncured.
e) Litigation. No litigation or condemnation proceeding is pending or, to Seller’s knowledge, threatened that would materially affect the Property.
f) Mechanics’ Liens. All contractors have been paid in full; no mechanic’s or materialman’s liens remain outstanding.

4.2 Buyer’s Representations

Buyer represents and warrants to Seller:
a) Authority. Buyer has full power and authority to execute and perform this Agreement.
b) Funding. Buyer has, or will have at Closing, sufficient cash or loan proceeds to pay the Purchase Price.
c) No Reliance. Buyer acknowledges that, except for Seller’s express representations herein and matters disclosed pursuant to Section 3.7, Buyer is purchasing the Property “AS IS, WHERE IS, AND WITH ALL FAULTS,” subject to Buyer’s inspection rights.

4.3 Survival

Seller’s and Buyer’s representations and warranties shall survive Closing for a period of [TWELVE (12)] months, and any action based thereon must be commenced before expiration of such period.

5. COVENANTS & RESTRICTIONS

5.1 Seller’s Covenants

a) Ordinary Course. From the Effective Date to Closing, Seller shall maintain the Property in substantially the same condition, perform ordinary maintenance, and refrain from entering any new leases or service contracts without Buyer’s prior written consent.
b) Hazard Insurance. Seller shall keep existing hazard insurance in force until transfer of title.
c) Occupancy. Seller shall not permit anyone to obtain any adverse possession or prescriptive rights against the Property.

5.2 Buyer’s Covenants

a) Inspection Damage. Buyer shall repair any physical damage caused by Buyer’s inspections.
b) Confidentiality. Buyer shall keep non-public information regarding the Property confidential except as required by law or to Buyer’s advisors, lender, or insurers.

6. DEFAULT & REMEDIES

6.1 Buyer Default

If (i) Buyer fails to perform any covenant or obligation hereunder by the date due, and (ii) such failure continues for five (5) business days after written notice from Seller (except no notice is required for failure to close), then Buyer shall be in default.

6.2 Seller Default

If (i) Seller fails to perform any covenant or obligation hereunder by the date due, and (ii) such failure continues for five (5) business days after written notice from Buyer (except no notice is required for failure to close), then Seller shall be in default.

6.3 Remedies

a) Buyer Default. SELLER’S SOLE AND EXCLUSIVE REMEDY shall be to terminate this Agreement and retain the Earnest Money as liquidated damages, it being impracticable to ascertain Seller’s actual damages.
b) Seller Default. Buyer may elect either of the following as Buyer’s sole and exclusive remedies:
i. Specific Performance – seek a decree of specific performance compelling Seller to convey the Property, with the Earnest Money credited to the Purchase Price; or
ii. Termination – terminate this Agreement and receive a refund of the Earnest Money plus documented out-of-pocket costs not to exceed $[CAP].
[// GUIDANCE: Adjust cap or remove per client preference.]

c) Attorney Fees. The prevailing Party in any action arising out of this Agreement shall be entitled to reasonable attorney fees and costs.

7. RISK ALLOCATION

7.1 Limited Indemnification

(a) By Seller. Seller shall indemnify, defend, and hold Buyer harmless from and against losses arising out of (i) Seller’s breach of any covenant, representation, or warranty herein, or (ii) mechanic’s liens relating to pre-Closing work performed at Seller’s request.
(b) By Buyer. Buyer shall indemnify, defend, and hold Seller harmless from and against losses arising out of (i) Buyer’s breach of any covenant, representation, or warranty herein, or (ii) personal injury or property damage caused by Buyer or Buyer’s agents during inspections.
(c) Cap and Survival. Each Party’s aggregate liability under this Section 7.1 shall not exceed the Earnest Money amount, and shall survive Closing or termination for twelve (12) months.

7.2 Limitation of Liability

EXCEPT FOR (a) SPECIFIC PERFORMANCE UNDER SECTION 6.3(b)(i), (b) WILLFUL MISCONDUCT, OR (c) MATTERS SUBJECT TO INDEMNIFICATION ABOVE, NEITHER PARTY’S LIABILITY SHALL EXCEED THE EARNEST MONEY AMOUNT.

7.3 Casualty and Condemnation

If, prior to Closing, the Property is materially damaged by casualty or subject to a condemnation taking, Buyer may, within five (5) business days after receiving notice thereof, (i) terminate this Agreement and receive a refund of the Earnest Money, or (ii) proceed to Closing, in which event Buyer shall receive the insurance or condemnation proceeds.

7.4 Force Majeure

Neither Party shall be liable for delay or failure to perform caused by events beyond its reasonable control, including acts of God, war, terrorism, pandemics, or governmental orders; provided that the affected Party gives written notice within three (3) business days of the event and resumes performance promptly thereafter. Closing shall be extended for the period of delay, not to exceed thirty (30) days.

8. DISPUTE RESOLUTION

8.1 Governing Law

This Agreement shall be governed by, and construed in accordance with, the laws of the State of Oklahoma, without regard to conflicts-of-law principles.

8.2 Forum Selection

Subject to Section 8.3, any legal action arising out of this Agreement shall be filed exclusively in the state courts of competent jurisdiction located in [COUNTY], Oklahoma. Each Party irrevocably submits to such jurisdiction and waives any objection based on forum non conveniens.

8.3 Optional Arbitration

[ARBITRATION ELECTION BOX—INITIAL ONE]
☐ The Parties elect to submit any dispute to binding arbitration administered by the American Arbitration Association under its Residential Real Estate Arbitration Rules.
☐ The Parties DO NOT elect arbitration, and disputes shall be resolved in state court as provided above.

[// GUIDANCE: If arbitration is elected, insert detailed arbitration clause, including appointing authority, seat, and rules for discovery.]

8.4 Jury Trial Waiver

The Parties acknowledge that JURY WAIVER IS EXCLUDED under the instructions governing this Agreement; accordingly, each Party retains the right to a jury trial where available under applicable law.

8.5 Injunctive Relief

Nothing in this Article 8 shall limit either Party’s right to seek provisional or equitable relief, including specific performance under Section 6.3(b)(i), from a court of competent jurisdiction.

9. GENERAL PROVISIONS

9.1 Amendment and Waiver. No amendment or waiver of any provision shall be effective unless in writing and signed by both Parties. No waiver shall constitute a continuing waiver.

9.2 Assignment. Buyer may not assign this Agreement without Seller’s prior written consent, except to an Affiliate that is under common control and assumes all obligations hereunder. Any prohibited assignment is void.

9.3 Successors and Assigns. This Agreement binds and benefits the Parties and their permitted successors and assigns.

9.4 Severability. If any provision is held invalid, the remaining provisions shall remain in full force, and the Parties shall negotiate a valid substitute provision.

9.5 Entire Agreement. This Agreement, together with the Exhibits and Schedules, constitutes the entire agreement of the Parties regarding the subject matter and supersedes all prior negotiations or understandings.

9.6 Notice. All notices shall be in writing and deemed given when (a) delivered personally, (b) sent by nationally recognized overnight courier for next-day delivery, or (c) emailed with confirmation of receipt, in each case to the addresses set forth below each Party’s signature.

9.7 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which is deemed an original, and all of which together constitute one instrument. Signatures transmitted electronically (e.g., PDF, DocuSign) are deemed original.

9.8 Time of the Essence. Time is of the essence in the performance of all obligations hereunder.

9.9 Further Assurances. Each Party shall execute and deliver such additional documents as are reasonably necessary to carry out the intent of this Agreement.

9.10 Accessibility Compliance. Any electronic delivery or execution shall comply with the Americans with Disabilities Act and Oklahoma Electronic Transactions Act, Okla. Stat. tit. 12A, §§ 15-101 et seq., as applicable.

10. EXECUTION BLOCK

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

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

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

[NOTARY BLOCK—STATE OF OKLAHOMA]
State of Oklahoma
County of _____

On this _ day of _, 20, before me, the undersigned Notary Public, personally appeared ____, [title], of [ENTITY], known to me (or satisfactorily proven) to be the person whose name is subscribed to the foregoing instrument and acknowledged that he/she executed the same for the purposes therein contained.

Notary Public
Commission No. _
My Commission Expires: ___

11. EXHIBITS & SCHEDULES

Exhibit A – Legal Description of the Land
Exhibit B – Personal Property Included in Sale
Exhibit C – Schedule of Existing Leases (if any)
Exhibit D – Seller’s Disclosure Statement (Disclosure Act)
Exhibit E – Lead-Based Paint Disclosure (if applicable)
Exhibit F – Wire Instructions for Earnest Money
Exhibit G – Form of General Warranty Deed
Exhibit H – Form of Bill of Sale

[// GUIDANCE: Attach or draft each exhibit before delivery to client. Verify legal description against title commitment.]

© [YEAR] [LAW FIRM NAME]. All rights reserved. This template is provided for informational purposes and should be tailored to the specific transaction and reviewed by counsel licensed in the jurisdiction of the Property.