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PURCHASE AND SALE AGREEMENT

(a) BUYER NAME(s): __________________________________________________________________________________
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(b) SELLER NAME(s): _________________________________________________________________________________
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(c) PROPERTY ADDRESS and/or DESCRIPTION: Buyer agrees to purchase and Seller agrees to sell the real property identified as:
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___________________________________________________________________________________________________
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_____________________________________________________________, _____________________ County, Tennessee.
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(d) PURCHASE PRICE: $__________________, _____________________________________________________ Dollars,
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to be paid in cash or equivalent good funds at closing.
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(e) EARNEST MONEY: $ _____________ valid check or money order payable to Escrow Agent: _______________________
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___________________________, whose address is: ________________________________________________________,
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will be promptly delivered to Escrow Agent no later than 5:00 PM, three (3) calendar days after the Acceptance Date.
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(f) CLOSING, EXPIRATION, & POSSESSION DATE: ___________________________. This is the date that the sale will
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be closed, or this Agreement will expire on this date at 11:59 PM. If this is not a business day, this date will be extended to the
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next business day. Any other change in this date must be agreed to in writing by all parties. Possession of the entire property will
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be given to the Buyer at the time of closing, unless a different time of possession is agreed to in a separate Occupancy Agreement.
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(g) ITEMS INCLUDED OR EXCLUDED: Included, if present, as part of the property sale: all real estate, buildings,
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improvements, appurtenances (rights and privileges), and fixtures. Fixtures include all things which are attached to the
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structure(s) by nails, screws, or other permanent fasteners, including, but not limited to all of the following, if present:
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attached light fixtures and bulbs, ceiling fans, attached mirrors; heating and cooling equipment and thermostats; plumbing
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fixtures and equipment; all doors and storm doors; all windows, screens, and storm windows; all window treatments
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(draperies, curtains, blinds, shades, etc.) and hardware; all wall-to-wall carpet; all built-in kitchen appliances and stove; all
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bathroom fixtures; gas logs, fireplace doors and attached screens; all security system components and controls; garage door
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openers and all remote controls; swimming pool and its equipment; awnings; permanently installed outdoor cooking grills;
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all fencing, landscaping and outdoor lighting; and mail boxes.
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Other items included in the sale: ________________________________________________________________________
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______________________________________________________________________________________________________________
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_____________________________________________________________________________________________________________.
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Items that are not included in the sale: ___________________________________________________________________.
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Leased items:_______________________________________________________________________________________.
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(h) CLOSING COSTS: Unless otherwise stated in Special Stipulations or Addenda, closing costs are to be paid as follows:
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Seller must pay all Seller’s existing loans, liens and related costs affecting the sale of the property, Seller's settlement fees,
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real estate commissions, the balance on any leased items that remain with the property, and a title insurance policy with
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Buyer to receive benefit of simultaneous issue. Any existing rental or lease deposits must be transferred to Buyer at closing.
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Buyer must pay transfer taxes, deed and deed of trust recording fees, association transfer fees, hazard and any other
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required insurance, Buyer's settlement fees, and all Buyer’s loan related or lender required expenses.
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(i) PRORATIONS, TAXES & ASSESSMENTS: The current year’s property taxes, any existing tenant leases or rents,
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association or maintenance fees, (and if applicable, any remaining fuel), will be prorated as of the date of closing. Taxes for
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prior years and any special assessments approved before date of closing must be paid by Seller at or before closing. If
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applicable, roll back taxes or any tax or assessment that cannot be determined by closing date should be addressed in
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Special Stipulations or Addenda and will survive the closing.
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(j) HOME PROTECTION PLANS: Home Protection plans available for purchase are waived, unless addressed in Special
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Stipulations. Buyer and Seller understand that an administrative fee may be paid to the Real Estate Company if plan is purchased.
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(k) SPECIAL STIPULATIONS: The following special stipulations, if in conflict with any language contained within the 3 pages of
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this Purchase and Sale Agreement, will control: __________________________________________________________________
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______________________________________________________________________________________________________________
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______________________________________________________________________________________________________________
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______________________________________________________________________________________________________________
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______________________________________________________________________________________________________________
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______________________________________________________________________________________________________________
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______________________________________________________________________________________________________________
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______________________________________________________________________________________________________________.
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(l) TIME IS OF THE ESSENCE: The failure to meet specified time limits will be grounds for canceling this Agreement.
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(m) FAIR HOUSING AND EQUAL OPPORTUNITY: This Property is being sold without regard to race, color, sex,
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religion, disability, marital status, family status, sexual orientation, age, ancestry, or national origin.
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(n) LOAN AND APPRAISAL CONTINGENCIES: This Agreement is contingent on Buyer obtaining loan(s) of Buyer’s choice.
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Buyer must deliver to Seller no later than 5:00 PM, ten (10) calendar days after the Acceptance Date a lender's
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conditional commitment letter proving that: loan application has been made; appraisal has been ordered; loan is not
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contingent on the sale of any other property (unless otherwise stated in Agreement); Buyer has necessary cash reserves; and
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providing reasonable assurance of Buyer's ability to obtain loan with rates, terms, payments and conditions acceptable to
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Buyer. Failure to timely provide commitment letter will be grounds for Seller to cancel this Agreement by delivering written
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Notice to Buyer, and all Earnest Money must be refunded to Buyer. VA/FHA Loan Addendum must be attached if Buyer seeks
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VA or FHA loan. If loan contingency is waived, Buyer must deliver proof of adequate funds within time period on Line 55.
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Appraisal Contingency - this Agreement is also contingent on the appraisal value equaling or exceeding the purchase price.
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If any repairs are required by the lender, Buyer must deliver to Seller a written list of lender required repairs. Seller must
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deliver to Buyer, no later than 5:00 PM, three (3) calendar days after receiving the repair list, a written Notice stating whether or
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not Seller will complete the repairs before closing at Seller’s expense. If Seller does not agree to perform such repairs, or does not
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reply within the time limit, this Agreement will cancel and all Earnest Money must be refunded to Buyer [see exception in (p)].
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If, at anytime, the loan or appraisal contingency is not satisfied, Buyer may cancel this Agreement by delivering to
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Seller a written Notice of Cancellation, along with supporting documentation, and all Earnest Money must be refunded to Buyer.
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(o) INSPECTION CONTINGENCY AND DUE DILIGENCE PERIOD: This Agreement is contingent on Buyer's
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satisfaction with all property inspections and investigations. Buyer may use any inspectors of Buyer's choice, at Buyer's
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expense. Seller must permit Buyer, and Buyer’s representatives and inspectors, reasonable access for inspections, with all
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utilities in service at Seller's expense. Buyer assumes all liability for any damage or loss caused by Buyer’s or Buyer
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representatives’ inspections or investigations of the property.
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Due Diligence Period: All inspections and investigations must be completed with response to Seller no later than
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5:00 PM, ten (10) calendar days after the Acceptance Date. During this due diligence period Buyer is strongly advised to:
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(A) have a professional home inspection conducted by a licensed home inspector (at Buyer’s expense), AND
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(B) have a wood destroying insect inspection conducted by a licensed pest inspector (at Buyer’s expense), AND
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(C) investigate all matters itemized in the Advisory to Buyers and Sellers (which is an Addendum to this Agreement), AND
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(D) perform any additional inspections and investigations desired, and verify any other matters of concern to the Buyer, AND
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(E) if applicable, obtain a septic system inspection letter (available for a fee at TN Dept of Environment and Conservation).
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Inspection Contingency Resolution: If Buyer is satisfied with all inspections and investigations, Buyer may deliver to
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Seller a Notice of Release of inspection contingency. If for any reason Buyer is not satisfied with the results of any
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inspection or investigation, the Buyer must, within the Due Diligence Period (Lines 74-75), deliver to Seller either:
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(1) a written Notice of Cancellation, canceling this Agreement, and all Earnest Money must be refunded to Buyer, OR
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(2) a written Inspection Contingency Removal Proposal. If Seller rejects Buyer’s Proposal (or Counterproposal) by delivering
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a Notice of Rejection to Buyer, or if any Counterproposal is rejected by either party, or if a time limit for a written response
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to such is exceeded, this Agreement will cancel and all Earnest Money must be refunded to Buyer [see exception in (p)].
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- Any Proposal, Counterproposal, Notice of Rejection, or Notice of Release of inspection contingency must be in writing.
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- Any Proposal or Counterproposal must contain a time limit for responding (that is, an expiration date & time).
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If it is discovered during the Due Diligence Period that any permanent structure on the property has an active wood destroying
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insect infestation, the Seller, upon Buyer’s request, must professionally treat infestation before closing at Seller’s expense.
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Repair of any damage from wood destroying insects must be negotiated in the Inspection Contingency Removal Proposal.
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CAUTION TO BUYER: Failure to deliver to the Seller either a written Notice of Release or Notice of Cancellation, or a written
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Inspection Contingency Removal Proposal within the Due Diligence Period described on Lines 74-75 will be considered to
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be an acceptance of the property “as is,” and the Inspection Contingency will be satisfied and no longer a part of this Agreement.
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(p) BUYER’S RIGHT TO REINSTATE: If Seller refuses to complete the lender required repairs (Lines 63-66), or cancels this
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Agreement by rejecting an Inspection Contingency Removal Proposal (Lines 85-89), Buyer has the right to reinstate the
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Agreement by delivering to Seller a Notice stating that the Buyer will accept the property in its present "as is" condition. Buyer’s
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Notice must be delivered to Seller no later than 5:00 PM, three (3) calendar days after the delivery of Seller's Notice of
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rejection, or if Seller has failed to respond, no later than 5:00 PM, three (3) calendar days after the Seller’s deadline to reply.
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(q) FINAL INSPECTION & RISK OF LOSS: Buyer has the right and responsibility to perform a final inspection before
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closing to determine that the property is in the same condition, other than ordinary wear, as when the Agreement was
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accepted (with Seller having responsibility to correct), and to see that any repairs agreed to be performed by Seller have
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been completed. Buyer may use inspectors. All utilities must be in service at Seller's expense. The closing of the sale
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confirms Buyer’s acceptance of property condition. Seller is responsible for any loss or damage to the property before closing.
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(r) DISBURSEMENT OF EARNEST MONEY, AND ADEQUATE CONSIDERATION: The Earnest Money will be
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applied towards the purchase price at closing. If any contingencies or conditions of this Agreement are not met and the
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Agreement is cancelled, all Earnest Money must be refunded to Buyer. If Seller fails to perform any obligation under this
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Agreement, all Earnest Money must be refunded to Buyer. If required, the Escrow Agent may file an interpleader action in
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a court of law, and recover expenses and reasonable attorney’s fees, and will have no further liability as Escrow Agent. All
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parties acknowledge that the consideration given, including the promises exchanged, the time limitations imposed, and the
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notifications required, is sufficient and adequate in exchange for the Buyer's right to legally, properly, and in good faith
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cancel, reinstate or extend this Agreement in accordance with the other terms of this Agreement.
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Page 3 of 3
(s) TITLE, DEED, & SELLER REPRESENTATIONS: Seller will convey to Buyer good and marketable title to the property
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by a valid general warranty deed. Seller, at Seller’s expense, agrees to furnish Buyer at closing a title insurance policy. Title
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policy will be issued by company acceptable to Buyer and Buyer’s lender. Buyer will receive benefit of simultaneous issue.
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Seller represents to the best of Seller’s knowledge, unless otherwise disclosed, that: property is not in a Special Flood
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Hazard Area or floodplain; there are no violations of building, zoning or fire codes; there are no encroachments or
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violations of setback lines, easements or property boundary lines; and there are no boundary line disputes. If at anytime the
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title examination, mortgage loan inspection, survey, or other information discloses any such defects, or if the Buyer
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discovers that any representation in this Agreement is in fact untrue, Buyer may, by delivering written Notice to Seller,
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either (1) accept the Property with the defects, OR (2) cancel this Agreement and all Earnest Money must be refunded to
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Buyer, OR (3) Buyer may extend the closing date by up to 3 calendar days to perform additional due diligence, retaining
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the right to exercise option (1) or (2) above.
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(t) DEFAULT OR BREACH: If either party fails to perform any obligation under this Agreement, the other party may do
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any or all of the following: (1) cancel the Agreement (2) sue for specific performance, (3) sue for actual and compensatory
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damages. Legal counsel is strongly recommended in such circumstances.
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(u) REAL ESTATE COMMISSIONS: Seller authorizes closing company to debit Seller and pay commissions as follows at closing:
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Real Estate Firm Name: _____________________________________________will receive______% of the purchase price.
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Licensee’s Name and Contact Information: ________________________________________________________________.
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Other Real Estate Firm Name (if any): _________________________________will receive______% of the purchase price.
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Other Licensee’s Name (if any) and Contact Information: ____________________________________________________.
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(v) ADDENDA, ATTACHMENTS, EXHIBITS, DISCLAIMERS, AND DISCLOSURES (included if marked below):
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Confirmation of Agency Status (required with all Purchase and Sale Agreements)
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Advisory to Buyers and Sellers, or TAR Disclaimer Notice (required with all Purchase and Sale Agreements)
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Lead-Based Paint Disclosure (required for housing constructed before 1978)
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Personal Interest Disclosure & Consent (required if a Licensee has a personal interest, may be included in Confirmation of Agency)
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Occupancy Agreement (required if possession is other than the time of closing)
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VA/FHA Loan Addendum (required if sale involves VA or FHA loan)
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Impact Fees or Adequate Facilities Taxes Disclosure (required if sale is residential new construction)
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Subsurface Sewage Disposal System Permit Disclosure (required for newly constructed residential property with septic system)
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Addendum (extra page for additional Special Stipulations, if needed)
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Other: ___________________________________________________________________
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And one of the following three is required with all residential Purchase and Sale Agreements:
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Tennessee Residential Property Condition Disclosure, OR
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Tennessee Residential Property Condition Exemption Notification, OR
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Tennessee Residential Property Condition Disclaimer Statement
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(w) METHOD OF EXECUTION AND DELIVERY: Signatures and initials transmitted by fax, photocopy, or digital signature
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methods will be acceptable and treated as originals. This Agreement constitutes the sole and entire agreement between the
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parties. No verbal agreements, representations, promises, or modifications of this Agreement will be binding unless agreed
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to in writing by all parties. Delivery will be considered to have been completed as of the date and time a document is either
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(1) delivered in person, OR (2) transmitted by fax, OR (3) transmitted by email. Delivery of documents to the real estate Licensee
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assisting a party as that party's agent or facilitator (or to that Licensee’s Broker) will be considered to be Delivery to that party.
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(x) ACCEPTANCE DATE AND BINDING CONTRACT: The Acceptance Date will be the date of full execution (signing) of this
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Agreement by all parties, that is, the date one party accepts all the terms of the other party’s written and signed Offer or Counteroffer,
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evidenced by the accepting party’s signature and date on the Offer or Counteroffer. The Acceptance must be promptly
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communicated (by any reasonable and usual mode) to the other party, thereby making this Agreement a legally Binding Contract.
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Communications to the real estate Licensee assisting a party as that party's agent or facilitator (or to that Licensee’s Broker) will
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be considered to be communication to that party. True executed copies of the Contract must be promptly delivered to all parties.
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(y) OFFER EXPIRATION DATE & TIME: _______________________________________________. If not Accepted by
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this date & time (or if blank, by the date and time on Lines 11-13), this Offer will expire. However, at any time before the
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other party’s communication of Acceptance, the party making the Offer may withdraw the Offer by communicating the
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withdrawal to the other party, and confirm the withdrawal by the prompt delivery of a written Notice of Withdrawal.
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Buyer makes this Offer.
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X_________________________________________________ X__________________________________________________
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Buyer Signature Date & Time Buyer Signature Date & Time


This Offer is:
Accepted
Rejected
Countered on this form
Countered on a separate Counteroffer form
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X_________________________________________________ X__________________________________________________
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Seller Signature Date & Time Seller Signature Date & Time