COMMERCIAL PURCHASE AND SALE AGREEMENT

(State of Vermont)

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
    3.1 Purchase and Sale of Property
    3.2 Purchase Price; Deposit; Adjustments
    3.3 Due Diligence & Inspection Rights
    3.4 Title & Survey Matters
    3.5 Environmental Matters
    3.6 Zoning & Land-Use Compliance
    3.7 Closing; Deliverables
4. Representations & Warranties
5. Covenants & Restrictions
6. Default; Notice; Remedies
7. Risk Allocation
    7.1 Indemnification (Including Environmental)
    7.2 Limitation of Liability; Caps
    7.3 Insurance
    7.4 Force Majeure
8. Dispute Resolution
9. General Provisions
10. Execution Block

[Bracketed items are for customization. Strategic drafting notes appear as “// GUIDANCE: …”.]

1. DOCUMENT HEADER

1.1 Agreement Title.
Commercial Purchase and Sale Agreement (“Agreement”).

1.2 Parties.
This Agreement is made as of [EFFECTIVE DATE] (“Effective Date”) by and between:

• [SELLER LEGAL NAME], a [STATE] [ENTITY TYPE] (“Seller”); and
• [BUYER LEGAL NAME], a [STATE] [ENTITY TYPE] (“Buyer”).

1.3 Property Description.
Seller agrees to sell, and Buyer agrees to purchase, the real property commonly known as [STREET ADDRESS, CITY/TOWN, COUNTY, VT] together with all improvements, fixtures, rights, easements, and appurtenances (collectively, the “Property”).

1.4 Recitals.
A. Seller is the lawful owner of the Property.
B. Buyer desires to purchase the Property on the terms set forth herein.
C. The parties intend this Agreement to be binding and enforceable under the laws of the State of Vermont.

2. DEFINITIONS

The following capitalized terms have the meanings set forth below. Terms listed alphabetically; cross-references identify principal usage.

“Act 250” – Vermont Land-Use and Development Law and all related rules. (Used §3.6, §4.1(e)).

“Affiliate” – Any entity that, directly or indirectly, controls, is controlled by, or is under common control with the referenced party.

“Business Day” – Any day other than Saturday, Sunday, or a Vermont-recognized legal holiday.

“Closing” – The consummation of the transactions contemplated hereby, to occur on the Closing Date (see §3.7).

“Closing Date” – [CLOSING DATE] or such other date as is mutually agreed in writing.

“Deposit” – The earnest money deposit described in §3.2(b).

“Due Diligence Period” – The period specified in §3.3(a).

“Environmental Laws” – All federal, state, regional, county, and local statutes, regulations, ordinances, and common-law rules (including CERCLA, RCRA, and Vermont statutes and regulations) governing Hazardous Substances or protection of the environment.

“Hazardous Substances” – Any substance, material, or waste regulated under Environmental Laws, including petroleum products, asbestos-containing materials, and polychlorinated biphenyls (“PCBs”).

“Permitted Exceptions” – Title matters approved or deemed approved by Buyer under §3.4.

“Purchase Price” – The consideration specified in §3.2(a).

“Specific Performance” – The equitable remedy preserved in §6.2(a).

// GUIDANCE: Add additional defined terms as your transaction requires (e.g., “Leases,” “Personal Property,” “Operating Agreements,” etc.).

3. OPERATIVE PROVISIONS

3.1 Purchase and Sale.
Seller agrees to sell, assign, and convey to Buyer, and Buyer agrees to purchase from Seller, the Property, subject to and in accordance with the terms of this Agreement.

3.2 Purchase Price; Deposit; Adjustments.
(a) Purchase Price. Buyer shall pay to Seller the total purchase price of $[AMOUNT] (“Purchase Price”).
(b) Deposit. Within two (2) Business Days after the Effective Date, Buyer shall deliver to [TITLE/ESCROW COMPANY] (“Escrow Agent”) an earnest money deposit of $[AMOUNT] (“Deposit”) by wire transfer. The Deposit shall be:
 (i) held in a non-interest-bearing escrow account;
 (ii) applicable to the Purchase Price at Closing; and
 (iii) refundable only as expressly provided herein.
(c) Prorations & Closing Adjustments. Real estate taxes, rents, utilities, operating expenses, and other allocable items shall be prorated through 11:59 p.m. on the day preceding the Closing Date in accordance with Vermont custom unless otherwise agreed in Schedule 3.2(c).

// GUIDANCE: Consider inserting a gross-up clause if the property contains triple-net leases.

3.3 Due Diligence & Inspection Rights.
(a) Due Diligence Period. Buyer shall have [__] days from the Effective Date (“Due Diligence Period”) to conduct feasibility, environmental, financial, zoning, and other inspections of the Property.
(b) Access. Seller grants Buyer and its representatives reasonable access during normal business hours, upon 24-hour notice, subject to Buyer’s indemnity obligations (§7.1).
(c) Termination Right. Buyer may terminate this Agreement by written notice before expiration of the Due Diligence Period if Buyer is dissatisfied, in its sole discretion, with the Property; upon such termination the Deposit shall be refunded and neither party shall have further obligations (except those that expressly survive).

3.4 Title & Survey Matters.
(a) Title Commitment. Within five (5) Business Days after the Effective Date, Seller shall cause [TITLE COMPANY] to deliver to Buyer a current ALTA commitment for an owner’s title insurance policy (“Title Commitment”) together with legible copies of all exceptions.
(b) Survey. Buyer may, at its expense, obtain an ALTA/NSPS survey of the Property (“Survey”).
(c) Title Review Period. Buyer shall have [__] days after receipt of both the Title Commitment and the Survey (if ordered) to deliver written objections (collectively, “Title Objections”).
(d) Seller Cure. Seller shall have ten (10) days after receipt of Title Objections to notify Buyer whether Seller will cure. Failure to so notify shall be deemed an election not to cure.
(e) Permitted Exceptions. Any matters not objected to or not required to be cured shall be “Permitted Exceptions.”
(f) Conveyance Standard. At Closing Seller shall convey marketable record title in fee simple, free of all encumbrances other than Permitted Exceptions, by Vermont warranty deed.

3.5 Environmental Matters.
(a) Phase I. Buyer may obtain a Phase I Environmental Site Assessment (“Phase I ESA”) by a qualified consultant before the end of the Due Diligence Period.
(b) Seller Documents. Within five (5) Business Days after the Effective Date, Seller shall provide copies of all environmental reports, permits, notices, or correspondence related to the Property (“Environmental Documents”).
(c) Notice Obligations. If either party becomes aware of a reportable release of Hazardous Substances before Closing, that party shall promptly notify the other.
(d) Remediation Election. If the estimated cost of remediation exceeds $[THRESHOLD], Buyer may elect to (i) terminate this Agreement and receive a refund of the Deposit, or (ii) proceed to Closing and receive a credit equal to [__]% of reasonable remediation costs, up to the threshold.

3.6 Zoning & Land-Use Compliance.
(a) Seller Cooperation. Seller shall deliver, within ten (10) Business Days, true and complete copies of all zoning confirmations, certificates of occupancy, Act 250 permits, subdivision permits, wastewater system and potable water supply permits, and any municipal approvals (collectively, “Land-Use Approvals”).
(b) Buyer Contingency. Buyer’s obligation to close is conditioned upon its written satisfaction, in its sole discretion, with zoning compliance and all Land-Use Approvals.

3.7 Closing; Deliverables.
(a) Closing Date & Place. Closing shall occur on the Closing Date via escrow with [TITLE/ESCROW COMPANY] or at such other place as the parties agree.
(b) Seller Closing Deliveries include:
 (i) Warranty Deed;
 (ii) Bill of Sale for personal property;
 (iii) Assignment of Leases and Security Deposits (if any);
 (iv) FIRPTA affidavit;
 (v) Updated Title Affidavit;
 (vi) Certificate of non-foreign status; and
 (vii) Other items listed in Schedule 3.7(b).
(c) Buyer Closing Deliveries include:
 (i) Purchase Price (less Deposit and adjustments) by wire transfer;
 (ii) Assumption agreements for service contracts (if any); and
 (iii) Other items listed in Schedule 3.7(c).

4. REPRESENTATIONS & WARRANTIES

4.1 Seller’s Representations. Seller hereby represents and warrants to Buyer as of the Effective Date and again at Closing:
(a) Organization & Authority. Seller is duly organized and in good standing; execution and performance of this Agreement are duly authorized.
(b) Title. Seller is the fee simple owner of the Property, subject only to Permitted Exceptions.
(c) No Conflicts. Performance will not breach any agreement or court order binding upon Seller.
(d) Compliance. To Seller’s Knowledge, Seller has complied with all applicable laws, including Environmental Laws and zoning regulations.
(e) Land-Use Approvals. All Land-Use Approvals listed on Schedule 4.1(e) are valid and in full force.
(f) Hazardous Substances. To Seller’s Knowledge, no release or threatened release of Hazardous Substances has occurred on the Property except as disclosed in Schedule 4.1(f).

4.2 Buyer’s Representations. Buyer represents and warrants:
(a) Organization & Authority. Buyer is duly organized and in good standing; execution and performance of this Agreement are duly authorized.
(b) Funds. Buyer has, and at Closing will have, sufficient funds to pay the Purchase Price and consummate the transactions.

4.3 Survival & Limitations.
(a) Survival. The representations and warranties in §4.1 and §4.2 shall survive Closing for a period of [__] months, except for the fundamental representations in §4.1(a)–(c), which shall survive without limitation.
(b) Materiality & Knowledge Qualifiers. Any statements “to Seller’s Knowledge” mean the actual, present knowledge of [NAME], without duty of inquiry or investigation.

// GUIDANCE: Adjust survival periods and knowledge qualifiers to fit deal risk profile.

5. COVENANTS & RESTRICTIONS

5.1 Seller’s Pre-Closing Covenants. Seller shall:
(a) Operate & maintain the Property in substantially the same manner as on the Effective Date;
(b) Refrain from entering into, amending, or terminating any lease or service contract without Buyer’s prior written consent;
(c) Maintain existing insurance coverage; and
(d) Provide prompt notice to Buyer of any governmental notice, litigation, or material event affecting the Property.

5.2 Buyer’s Covenants. Buyer shall:
(a) Maintain confidentiality of documents and information obtained during due diligence;
(b) Restore the Property to its pre-inspection condition if Closing fails to occur; and
(c) Carry general liability insurance in the amount of at least $[AMOUNT] per occurrence during all on-site inspections.

5.3 Post-Closing Covenants.
(a) Tax Filings. Buyer shall timely file Vermont property transfer tax returns and pay any transfer tax due.
(b) Records Retention. Seller shall preserve all Property-related records for at least [__] years and make them reasonably available to Buyer upon request.

6. DEFAULT; NOTICE; REMEDIES

6.1 Events of Default.
(a) Seller Default occurs if Seller fails to perform any obligation herein and such failure continues for five (5) Business Days after receipt of notice (monetary) or fifteen (15) Business Days (non-monetary).
(b) Buyer Default occurs if Buyer fails to timely deposit the Purchase Price or otherwise breaches this Agreement, with the same notice and cure periods.

6.2 Remedies.
(a) Buyer Remedies for Seller Default. Buyer may elect:
 (i) Specific Performance (injunctive relief) compelling conveyance of the Property;
 (ii) Terminate this Agreement and receive a refund of the Deposit plus reimbursement of documented out-of-pocket costs up to $[CAP]; or
 (iii) Any other remedy available at law or equity, subject to §7.2.
(b) Seller Remedies for Buyer Default. Seller’s sole and exclusive remedy shall be to retain the Deposit as liquidated damages (the parties acknowledging the difficulty of determining Seller’s actual damages), except in the event of Buyer’s willful misconduct, Seller may pursue additional damages not to exceed the cap in §7.2.

6.3 Attorneys’ Fees. The prevailing party in any dispute arising under this Agreement shall be entitled to reasonable attorneys’ fees and costs.

7. RISK ALLOCATION

7.1 Indemnification.
(a) Environmental Indemnity by Seller. From and after Closing, Seller shall indemnify, defend, and hold Buyer and its Affiliates harmless from any and all loss, cost, damage, liability, or expense (including reasonable attorneys’ fees) arising out of:
 (i) any breach of Seller’s representations in §4.1(f);
 (ii) any release or threatened release of Hazardous Substances on or before the Closing Date; or
 (iii) any violation of Environmental Laws on or before the Closing Date.
(b) Buyer Indemnity. Buyer shall indemnify and hold Seller harmless from losses arising out of Buyer’s on-site inspections or acts post-Closing, except to the extent caused by Seller’s negligence or willful misconduct.
(c) Procedure. The indemnified party shall provide prompt written notice; failure to do so shall not relieve the indemnifying party except to the extent prejudiced.

7.2 Limitation of Liability; Caps.
(a) Aggregate Cap. Except for claims based on fraud or willful misconduct, Seller’s aggregate liability under this Agreement shall not exceed $[CAP AMOUNT] (“Liability Cap”).
(b) Time Limitation. No claim may be asserted after the applicable survival period (§4.3).
(c) No Consequential Damages. Neither party shall be liable for consequential, special, or punitive damages, except as expressly provided in the Environmental Indemnity.

// GUIDANCE: Insert “Tipping Basket” or “Deductible” concepts if desired.

7.3 Insurance. Until Closing, Seller shall maintain comprehensive general liability and property insurance in commercially reasonable amounts. Buyer shall obtain coverage effective as of Closing.

7.4 Force Majeure. A party shall not be liable for failure to perform caused by events beyond its reasonable control (e.g., natural disasters, acts of war, pandemics, governmental orders), provided such party gives prompt notice and resumes performance as soon as practicable.

8. DISPUTE RESOLUTION

8.1 Governing Law. This Agreement and any dispute arising hereunder shall be governed by and construed in accordance with the laws of the State of Vermont, without regard to conflict-of-laws principles.

8.2 Forum Selection / Jurisdiction. The parties irrevocably submit to the exclusive jurisdiction of the state courts located in [NAME OF COUNTY], Vermont.

8.3 Optional Arbitration. At either party’s election, any dispute (other than actions seeking Specific Performance) shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. Judgment on the award may be entered in any court of competent jurisdiction.
[// GUIDANCE: Delete §8.3 entirely if the parties do not desire arbitration.]

8.4 Jury Waiver (Optional). EACH PARTY, TO THE FULLEST EXTENT PERMITTED BY LAW, HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY.
[// GUIDANCE: Strike or retain depending on client preference.]

8.5 Equitable Relief Preserved. Nothing in this Agreement shall limit either party’s right to seek injunctive relief or Specific Performance as provided herein.

9. GENERAL PROVISIONS

9.1 Notices. All notices shall be in writing and deemed given when (a) delivered by hand, (b) sent by nationally recognized overnight courier for next Business Day delivery, or (c) sent by certified U.S. mail, return receipt requested, to the addresses set forth below (or as later designated). Email alone shall not constitute notice.

9.2 Amendment & Waiver. No amendment or waiver of any provision shall be effective unless in writing signed by the party to be charged. A waiver on one occasion shall not be deemed a waiver on any subsequent occasion.

9.3 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. Any prohibited assignment is void. Subject to the foregoing, this Agreement binds and benefits the parties and their respective successors and permitted assigns.

9.4 Entire Agreement. This Agreement (including schedules and exhibits) constitutes the entire agreement of the parties and supersedes all prior negotiations, understandings, or agreements.

9.5 Severability. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force, and the invalid provision shall be construed to reflect the parties’ original intent as closely as possible.

9.6 Further Assurances. Each party shall execute and deliver such additional documents and take such further actions as may be reasonably required to carry out the intent and purpose of this Agreement.

9.7 Counterparts; Electronic Signatures. This Agreement may be executed in multiple counterparts, each of which is deemed an original, and all of which together constitute one instrument. Signatures transmitted electronically or by PDF shall be deemed original signatures.

10. EXECUTION BLOCK

IN WITNESS WHEREOF, the parties hereto have executed this Commercial Purchase and Sale Agreement as of the Effective Date.

[Notary acknowledgment blocks may be required under Vermont law for recordable documents (e.g., Warranty Deed).]

// GUIDANCE: Attach or prepare the following customary schedules & exhibits:
• Schedule 3.2(c) – Prorations & Adjustments Detail
• Schedule 3.7(b) – Seller Closing Deliverables
• Schedule 3.7(c) – Buyer Closing Deliverables
• Schedule 4.1(e) – Land-Use Approvals
• Schedule 4.1(f) – Environmental Disclosures
• Exhibit A – Legal Description of the Property
• Exhibit B – Form of Warranty Deed
• Exhibit C – Form of Bill of Sale
• Exhibit D – Assignment of Leases & Security Deposits

END OF DOCUMENT