COMMERCIAL PURCHASE AND SALE AGREEMENT
(New Hampshire – Commercial Real Estate)
[// GUIDANCE: This template is drafted for the purchase and sale of commercial real estate located in the State of New Hampshire (“NH”). All bracketed items must be reviewed and completed by counsel prior to execution. Defined terms appear in Section 1 (Definitions) and are capitalized throughout.]
TABLE OF CONTENTS
- Definitions
- Purchase and Sale of the Property
- Purchase Price; Deposit; Adjustments
- Title and Survey Matters
- Seller’s Representations and Warranties
- Buyer’s Representations and Warranties
- Covenants of the Parties Pending Closing
- Conditions Precedent
- Closing
- Environmental Matters; Indemnification
- Default; Remedies
- Risk Allocation
- Dispute Resolution
- Miscellaneous
- Execution Block
I. DOCUMENT HEADER
COMMERCIAL 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 sometimes referred to herein as a “Party” and collectively as the “Parties.”
RECITALS
A. Seller is the owner of certain real property located in the City/Town of [MUNICIPALITY], County of [COUNTY], State of New Hampshire, commonly known as [PROPERTY ADDRESS], together with all improvements, rights, privileges and appurtenances thereto (collectively, the “Property”).
B. Seller desires to sell the Property to Buyer, and Buyer desires to purchase the Property from Seller, upon the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. DEFINITIONS
For purposes of this Agreement, the following capitalized terms shall have the meanings set forth below. All section references are to this Agreement unless otherwise stated.
“Affiliate” – Any person or entity that, directly or indirectly, controls, is controlled by, or is under common control with the referenced Party.
“Approved Title Condition” – Any Title Exception deemed approved or waived by Buyer pursuant to Section 4.3.
“Arbitration Election Notice” – A written notice electing binding arbitration pursuant to Section 13.3.
“Business Day” – Any day other than Saturday, Sunday, or a day on which commercial banks in the State of New Hampshire are authorized or required by law to close.
“Closing” – The consummation of the transactions contemplated herein, to occur on the Closing Date in accordance with Section 9.
“Closing Date” – [DATE CERTAIN], or such other date as the Parties may mutually agree in writing.
“Deposit” – The earnest money deposit(s) described in Section 3.2.
“Environmental Laws” – All applicable federal, state and local statutes, regulations, ordinances and common-law doctrines relating to protection of the environment, human health or natural resources, including but not limited to the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. §9601 et seq., the Resource Conservation and Recovery Act, 42 U.S.C. §6901 et seq., and the New Hampshire Hazardous Waste Management Act, N.H. Rev. Stat. Ann. ch. 147-A, as each may be amended from time to time.
“Escrow Agent” – [TITLE COMPANY / LAW FIRM], or its successor as may be agreed upon by the Parties.
“Inspection Period” – The period commencing on the Effective Date and expiring at 5:00 p.m. (local time at the Property) on [NUMBER] Business Days thereafter, unless extended pursuant to Section 2.3.
“Permitted Encumbrances” – (a) Approved Title Conditions; (b) real estate taxes not yet due and payable; (c) matters created by or with the prior written consent of Buyer; and (d) zoning and other governmental regulations affecting the Property.
“Purchase Price” – The purchase price specified in Section 3.1.
“Title Company” – [TITLE COMPANY NAME], acting as issuing title insurance company for the Owner’s Policy.
“Title Commitment” – The commitment for issuance of an ALTA Owner’s Policy of Title Insurance delivered pursuant to Section 4.1.
[// GUIDANCE: Add or delete defined terms as necessary depending on transaction structure.]
2. PURCHASE AND SALE OF THE PROPERTY
2.1 Agreement to Convey. Subject to the terms and conditions hereof, Seller agrees to sell, transfer and convey to Buyer, and Buyer agrees to purchase from Seller, all of Seller’s right, title and interest in and to the Property, together with:
(a) all buildings, structures, fixtures and other improvements located thereon (collectively, the “Improvements”);
(b) all easements, rights-of-way, privileges, and appurtenances belonging or appertaining thereto;
(c) all licenses and permits exclusively relating to the ownership or operation of the Property, to the extent assignable; and
(d) Seller’s interest in all warranties, guaranties and claims with respect to construction, maintenance or repair of the Improvements.
2.2 Personal Property. [OPTIONAL—If personal property is involved, insert a schedule.] Seller shall transfer to Buyer, via bill of sale, the personal property described on Schedule 2.2 (the “Personal Property”) on an “AS-IS, WHERE-IS” basis, free and clear of all liens other than Permitted Encumbrances.
2.3 Inspection Period; Access.
(a) During the Inspection Period, Buyer and its agents shall have reasonable access to the Property for purposes of conducting inspections, surveys, environmental assessments and other due diligence.
(b) Buyer shall provide Seller not less than [NUMBER] Business Days’ prior written notice of any invasive testing.
(c) Buyer shall restore the Property to substantially the same condition as existed immediately prior to such entry and shall maintain commercial general liability insurance with limits of not less than [LIMITS] naming Seller as additional insured.
2.4 Inspection Termination Right. Buyer may, in its sole discretion, terminate this Agreement by written notice to Seller at any time prior to expiration of the Inspection Period, in which event the Deposit shall be promptly returned to Buyer (less any independent consideration as required by applicable law) and the Parties shall have no further liability hereunder, except for provisions that expressly survive termination.
3. PURCHASE PRICE; DEPOSIT; ADJUSTMENTS
3.1 Purchase Price. The total Purchase Price for the Property shall be $[AMOUNT] (the “Purchase Price”), subject to prorations and adjustments as provided herein.
3.2 Deposit.
(a) Within [3] Business Days after the Effective Date, Buyer shall deposit with Escrow Agent the sum of $[AMOUNT] (the “Initial Deposit”).
(b) Upon expiration of the Inspection Period without termination by Buyer, Buyer shall deposit with Escrow Agent an additional sum of $[AMOUNT] (the “Additional Deposit,” and together with the Initial Deposit, the “Deposit”).
(c) The Deposit shall be applied to the Purchase Price at Closing or disbursed as otherwise provided herein. The Deposit shall be held in an interest-bearing account, and all interest shall accrue for Buyer’s benefit unless this Agreement is terminated due to Buyer’s default, in which event interest shall follow the Deposit.
3.3 Payment of Purchase Price. On the Closing Date, Buyer shall deliver to Escrow Agent the Purchase Price, less the Deposit and subject to closing adjustments, by wire transfer of immediately available federal funds.
3.4 Prorations and Adjustments. Taxes, assessments, rents (if any), utilities and other operating expenses shall be prorated as of 11:59 p.m. on the day immediately preceding the Closing Date. Real estate taxes shall be prorated on a calendar-year basis based upon the latest available assessed valuation and millage rate. [// GUIDANCE: Consider tax abatement proceedings, special assessments and tax escrow holdbacks.]
3.5 Closing Costs. Seller shall pay: (a) transfer taxes pursuant to N.H. Rev. Stat. Ann. ch. 78-B; (b) one-half of any escrow fee; and (c) costs to cure Title Exceptions that Seller elects or is obligated to cure. Buyer shall pay: (i) the premium for the Owner’s Policy of Title Insurance and any endorsements; (ii) survey costs; (iii) one-half of any escrow fee; and (iv) all recording fees for Buyer’s documents.
4. TITLE AND SURVEY MATTERS
4.1 Title Commitment and Survey. Within [5] Business Days after the Effective Date, Seller shall cause Title Company to deliver to Buyer a Title Commitment along with legible copies of all underlying exceptions. Buyer may, at Buyer’s expense, obtain a current ALTA/NSPS Land Title Survey of the Property (the “Survey”).
4.2 Review and Objection. Buyer shall have until the earlier of (i) the end of the Inspection Period or (ii) [10] Business Days after receipt of the later of the Title Commitment and Survey (the “Title Review Period”) to deliver written notice of objections (“Title Objection Notice”) to any matters not acceptable to Buyer (collectively, “Title Objections”).
4.3 Seller Response; Cure.
(a) Seller shall have [5] Business Days after receipt of the Title Objection Notice to notify Buyer (“Seller’s Title Response”) which Title Objections, if any, Seller elects to cure by Closing.
(b) Failure to deliver Seller’s Title Response shall be deemed an election not to cure any Title Objection.
(c) If Seller elects (or is deemed to elect) not to cure any Title Objection, Buyer may, within [5] Business Days after receipt of Seller’s Title Response, either (i) waive such Title Objections (thereby converting them into Approved Title Conditions) or (ii) terminate this Agreement, whereupon the Deposit shall be returned to Buyer.
4.4 Title Policy. At Closing, Title Company shall issue to Buyer an ALTA Owner’s Policy of Title Insurance in the amount of the Purchase Price, insuring fee simple title to the Property subject only to Permitted Encumbrances (the “Owner’s Policy”).
5. SELLER’S REPRESENTATIONS AND WARRANTIES
Seller represents and warrants to Buyer as of the Effective Date and as of Closing (except to the extent updated in accordance with Section 5.5) that:
5.1 Organization and Authority. Seller is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation and has full power and authority to enter into and perform this Agreement.
5.2 Enforceability. This Agreement has been duly authorized, executed and delivered by Seller and constitutes a valid and binding obligation of Seller enforceable in accordance with its terms.
5.3 Title. Seller is the sole record and beneficial owner of the Property, has good and marketable fee simple title thereto, and, as of Closing, will convey such title free and clear of all liens and encumbrances other than Permitted Encumbrances.
5.4 No Violations. To Seller’s Knowledge, the execution, delivery and performance of this Agreement by Seller will not violate any applicable law, judgment, order or agreement binding on Seller or the Property.
5.5 Environmental Matters. To Seller’s Knowledge:
(a) Seller has not received written notice of any pending or threatened claim, investigation or enforcement action under Environmental Laws relating to the Property;
(b) no Hazardous Materials are present at, on, under or about the Property in violation of Environmental Laws; and
(c) Seller has disclosed to Buyer all Phase I or Phase II environmental reports in Seller’s possession relating to the Property.
[// GUIDANCE: “Seller’s Knowledge” should be defined if further limitation on knowledge qualifier is desired.]
5.6 Zoning Compliance. To Seller’s Knowledge, the current use of the Property complies with applicable zoning ordinances of the [MUNICIPALITY].
5.7 Litigation. Except as set forth on Schedule 5.7, there is no action, suit, arbitration, condemnation or other proceeding pending or, to Seller’s Knowledge, threatened against Seller affecting the Property.
5.8 Foreign Person. Seller is not a “foreign person” within the meaning of Section 1445 of the Internal Revenue Code and will deliver a customary FIRPTA certificate at Closing.
5.9 OFAC Compliance. Seller is not listed on any list of prohibited persons or entities under the regulations of the Office of Foreign Assets Control (“OFAC”) of the U.S. Department of the Treasury.
5.10 Survival. The representations and warranties of Seller shall survive Closing for a period of [12] months, except for the representations in Section 5.3 (Title) and Section 5.5 (Environmental Matters), which shall survive for the applicable statute of limitations plus 60 days.
6. BUYER’S REPRESENTATIONS AND WARRANTIES
Buyer represents and warrants to Seller as of the Effective Date and as of Closing that:
6.1 Organization and Authority. Buyer is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation and has full power and authority to enter into and perform this Agreement.
6.2 Enforceability. This Agreement has been duly authorized, executed and delivered by Buyer and constitutes a valid and binding obligation of Buyer enforceable in accordance with its terms.
6.3 No Violations. The execution, delivery and performance of this Agreement by Buyer will not violate any applicable law, judgment, order or agreement binding on Buyer.
6.4 Financing. Buyer has, or will timely obtain, sufficient funds to pay the Purchase Price and all closing costs without contingency on external financing, unless otherwise provided on Schedule 6.4.
6.5 OFAC Compliance. Buyer is not listed on any OFAC list of prohibited persons or entities.
6.6 Survival. The representations and warranties of Buyer shall survive Closing for a period of [12] months.
7. COVENANTS OF THE PARTIES PENDING CLOSING
7.1 Seller’s Covenants. From the Effective Date through Closing:
(a) Operation. Seller shall operate and maintain the Property in substantially the same manner as prior to the Effective Date.
(b) New Contracts. Seller shall not enter into any new lease, service contract or other agreement affecting the Property that cannot be terminated at Closing without Buyer’s prior written consent, which consent shall not be unreasonably withheld.
(c) Alterations. Seller shall not materially alter or improve the Property without Buyer’s prior written consent.
(d) Notices. Seller shall promptly deliver to Buyer copies of any written notices received after the Effective Date regarding (i) eminent domain, (ii) zoning or code violations, (iii) default under any contract affecting the Property, or (iv) Environmental Matters.
7.2 Buyer’s Covenants. Buyer shall (a) conduct all inspections in a manner that does not unreasonably interfere with Seller’s operations; (b) keep the Property free from liens arising out of Buyer’s inspections; and (c) maintain confidentiality of any non-public information obtained.
8. CONDITIONS PRECEDENT
8.1 Buyer’s Conditions. Buyer’s obligation to close is conditioned upon:
(a) Accuracy of Seller’s Representations. The representations and warranties of Seller being true and correct in all material respects as of Closing.
(b) Performance by Seller. Seller having performed all covenants, obligations and agreements required to be performed by Seller on or before Closing.
(c) Title Policy. The Title Company’s unconditional commitment to issue the Owner’s Policy subject only to Permitted Encumbrances.
(d) Environmental and Inspection. Buyer’s satisfaction, in its sole discretion, with the results of its environmental and other due diligence.
(e) Zoning Compliance. Receipt of written zoning verification letter (or equivalent municipal confirmation) acceptable to Buyer.
(f) Deliveries. Delivery of all documents and instruments required under Section 9.3.
8.2 Seller’s Conditions. Seller’s obligation to close is conditioned upon:
(a) Accuracy of Buyer’s Representations. The representations and warranties of Buyer being true and correct in all material respects as of Closing.
(b) Performance by Buyer. Buyer having performed all covenants, obligations and agreements required to be performed by Buyer on or before Closing.
(c) Deliveries. Delivery of the Purchase Price and all documents and instruments required under Section 9.4.
8.3 Waiver. Any condition precedent may be waived only by a written instrument executed by the Party for whose benefit such condition exists.
9. CLOSING
9.1 Closing Mechanics. The Closing shall be consummated through an escrow with Escrow Agent. All documents and funds shall be delivered to Escrow Agent not later than 1:00 p.m. local time on the Closing Date.
9.2 Seller’s Closing Deliveries. Seller shall deliver or cause to be delivered to Escrow Agent:
(a) Deed. A duly executed Warranty Deed in recordable form, conveying the Property to Buyer subject only to Permitted Encumbrances.
(b) Bill of Sale. A bill of sale for the Personal Property (if any).
(c) Assignment of Contracts. An assignment and assumption of leases, service contracts, warranties and permits, duly executed by Seller.
(d) FIRPTA Certificate. As required by Section 5.8.
(e) Owner’s Affidavit. A customary owner’s title affidavit satisfactory to Title Company.
(f) Gap Indemnity. A gap indemnity acceptable to Title Company.
(g) Closing Statement. Seller-signed closing statement.
(h) Other Documents. Such other instruments as may be reasonably required by Escrow Agent or Title Company.
9.3 Buyer’s Closing Deliveries. Buyer shall deliver or cause to be delivered to Escrow Agent:
(a) Purchase Price. The Purchase Price, less Deposit, plus or minus prorations and adjustments.
(b) Assignment of Contracts. A duly executed counterpart of the assignment and assumption of leases, service contracts, warranties and permits.
(c) Closing Statement. Buyer-signed closing statement.
(d) Other Documents. Such other instruments as may be reasonably required by Escrow Agent or Title Company.
9.4 Possession. Possession of the Property shall be delivered to Buyer at Closing free of tenancies or occupancies except as expressly set forth on Schedule 9.4.
9.5 Recording. The Deed and any required transfer tax forms shall be promptly recorded in the [COUNTY] Registry of Deeds in accordance with N.H. Rev. Stat. Ann. ch. 477.
10. ENVIRONMENTAL MATTERS; INDEMNIFICATION
10.1 Environmental Indemnity by Seller. Subject to Section 12.2 (Liability Cap) and Section 10.3 (Survival), Seller shall indemnify, defend and hold Buyer and its Affiliates harmless from and against any and all liabilities, losses, damages, costs and expenses (including reasonable attorneys’ fees and expert fees) arising from or attributable to (a) the presence of Hazardous Materials on, under or about the Property as of the Closing Date, and (b) any violation of Environmental Laws with respect to the Property attributable to pre-Closing conditions or actions of Seller.
10.2 Environmental Indemnity by Buyer. Subject to Section 12.2 and Section 10.3, Buyer shall indemnify, defend and hold Seller and its Affiliates harmless from and against any liabilities, losses, damages, costs and expenses arising from or attributable to Buyer’s introduction of Hazardous Materials at the Property after the Closing Date or Buyer’s violation of Environmental Laws after Closing.
10.3 Survival. The indemnities in this Section 10 shall survive Closing for the applicable statute of limitations plus 60 days.
10.4 Environmental Reports. Buyer shall, upon written request and without representation or warranty, provide Seller with copies of any Phase I or Phase II environmental reports obtained by Buyer, provided that Seller executes a customary reliance/hold-harmless letter in favor of the consultant.
11. DEFAULT; REMEDIES
11.1 Buyer Default. If Buyer fails to perform any material covenant or obligation hereunder when due and such failure is not cured within [5] Business Days (monetary) or [10] Business Days (non-monetary) after written notice from Seller, Seller may, as its sole and exclusive remedy, terminate this Agreement and retain the Deposit as liquidated damages. The Parties acknowledge that Seller’s damages would be difficult to ascertain and that the Deposit represents a fair estimate of such damages.
11.2 Seller Default. If Seller fails to perform any material covenant or obligation hereunder when due and such failure is not cured within [5] Business Days (monetary) or [10] Business Days (non-monetary) after written notice from Buyer, Buyer may elect either (a) to terminate this Agreement and receive the prompt return of the Deposit plus Buyer’s documented out-of-pocket costs (not to exceed $[CAP]), or (b) to enforce specific performance of this Agreement. Buyer expressly waives any right to sue Seller for damages except as expressly provided in clause (a).
12. RISK ALLOCATION
12.1 Casualty and Condemnation. Risk of loss or damage to the Property by fire or other casualty, or of any taking by eminent domain, shall remain with Seller until Closing. Seller shall promptly notify Buyer of any casualty or condemnation. Buyer may terminate this Agreement if (a) the cost to repair exceeds [5]% of the Purchase Price, or (b) access to or use of the Property would be materially impaired, in which case the Deposit shall be returned to Buyer. Otherwise, Buyer shall proceed to Closing and receive any insurance proceeds or condemnation award.
12.2 Liability Cap. Except for fraud, willful misconduct, or Seller’s Environmental Indemnity under Section 10.1, Seller’s aggregate liability under this Agreement shall not exceed $[CAP] (the “Liability Cap”). The Liability Cap shall survive Closing for the same duration as the representations and warranties survive.
12.3 Insurance. Seller shall maintain its existing insurance on the Property through Closing. Buyer shall obtain, effective as of Closing, commercial general liability and property insurance in customary amounts.
12.4 Force Majeure. Neither Party shall be liable for delays caused by acts of God, war, terrorism, pandemic-related governmental orders, or other events beyond its reasonable control; provided, however, that financial inability shall not constitute force majeure, and the affected Party shall give written notice within five (5) Business Days after occurrence.
13. DISPUTE RESOLUTION
13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New Hampshire, without regard to conflict-of-laws principles.
13.2 Forum Selection. Subject to Section 13.3 (Arbitration), any suit, action or proceeding arising out of or relating to this Agreement shall be brought in the state courts located in [COUNTY] County, New Hampshire, and each Party irrevocably submits to the jurisdiction of such courts.
13.3 Optional Arbitration. Either Party may elect to submit any dispute (other than (i) claims for specific performance, injunctive relief or other equitable remedies, and (ii) disputes involving third parties not subject to this Agreement) to binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. The electing Party shall deliver an Arbitration Election Notice within thirty (30) days after service of the initiating pleading. The arbitration shall be conducted in [CITY], NH before a single arbitrator with at least ten (10) years of real estate law experience. Judgment on the award may be entered in any court of competent jurisdiction.
13.4 Jury Trial Waiver. [OPTIONAL: If the Parties opt to waive jury trial insert the following clause: “EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.”]
13.5 Specific Performance. Nothing herein shall restrict the right of a Party to seek specific performance, injunctive relief, or other equitable remedy in aid of or in lieu of damages.
13.6 Attorneys’ Fees. In any action or arbitration arising out of this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys’ fees and costs.
14. MISCELLANEOUS
14.1 Notices. All notices must be in writing and delivered by (a) personal delivery, (b) certified mail, return-receipt requested, (c) nationally recognized overnight courier, or (d) electronic mail with confirmation of receipt. Notices shall be deemed given upon receipt or refusal of delivery.
14.2 Amendment and Waiver. No modification, amendment or waiver of any provision of this Agreement shall be effective unless in writing and executed by the Party against whom enforcement is sought.
14.3 Assignment. Buyer may not assign this Agreement without Seller’s prior written consent, except to an Affiliate controlling, controlled by or under common control with Buyer, provided that Buyer remains liable for all obligations hereunder.
14.4 Successors and Assigns. Subject to Section 14.3, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.
14.5 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be limited or reformed to the minimum extent necessary to render it valid and enforceable.
14.6 Merger. This Agreement (including schedules and exhibits) constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings or agreements, whether written or oral.
14.7 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which shall together constitute one instrument. Delivery of an executed counterpart by electronic means (e.g., PDF or DocuSign) shall be effective.
14.8 Further Assurances. The Parties agree to execute such further documents and take such further actions as may be reasonably necessary to carry out the intent of this Agreement.
14.9 Time of the Essence. Time is of the essence with respect to all dates and deadlines set forth herein.
14.10 No Third-Party Beneficiaries. Except as expressly provided herein, nothing in this Agreement is intended to confer any rights or remedies upon any person other than the Parties.
15. EXECUTION BLOCK
IN WITNESS WHEREOF, the Parties have executed this Commercial 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: ________
[NOTARY ACKNOWLEDGMENTS]
[// GUIDANCE: Under NH law, deeds must be notarized; however, the purchase agreement itself generally need not be notarized unless required for recording or lender purposes.]
SCHEDULES & EXHIBITS (Attach as Needed)
Schedule 2.2 – Personal Property
Schedule 5.7 – Pending Litigation
Schedule 6.4 – Financing Contingency (if applicable)
Schedule 9.4 – Existing Leases / Tenancies
Exhibit A – Legal Description of the Property
Exhibit B – Form of Deed
Exhibit C – Form of Bill of Sale
Exhibit D – Assignment and Assumption of Contracts
Exhibit E – FIRPTA Certificate
[// GUIDANCE: Review New Hampshire transfer tax exemptions and confirm allocation of transfer tax if a split or credit is negotiated. Verify local zoning verification procedures, including any applicable municipal certificate of occupancy requirements. Confirm Title Company’s owner’s affidavit and gap indemnity forms comply with NH title standards. Counsel should also consider whether to record a memorandum of agreement to provide constructive notice prior to Closing.]