PURCHASE AND SALE AGREEMENT (RESIDENTIAL)

State of New Hampshire

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
4. Representations & Warranties
5. Covenants & Restrictions
6. Default & Remedies
7. Risk Allocation
8. Dispute Resolution
9. General Provisions
10. Execution Block
11. Exhibits & Schedules

1. DOCUMENT HEADER

This Purchase and Sale Agreement (this “Agreement”) is entered into as of [EFFECTIVE_DATE] (the “Effective Date”) by and between:

• [SELLER_NAME], a [STATE OF FORMATION] [ENTITY TYPE / “individual”] (“Seller”); and
• [BUYER_NAME], a [STATE OF FORMATION] [ENTITY TYPE / “individual”] (“Buyer”).

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

1.1 Recitals

A. Seller is the fee-simple owner of the real property located at [PROPERTY ADDRESS], together with all improvements thereon and appurtenant rights (collectively, the “Property”).
B. Buyer desires to purchase, and Seller desires to sell, the Property under the terms and conditions set forth herein.
C. The Parties wish to set forth their entire agreement with respect to the sale and purchase of the Property.

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

2. DEFINITIONS

For ease of reference, the following terms shall have the meanings set forth below. Defined terms may be used in the singular or plural and with grammatical modifications as the context requires.

“Agreement” – This Purchase and Sale Agreement, including all Exhibits and Schedules, as the same may be amended from time to time.

“Arbitration” – The optional, binding dispute resolution process described in Section 8.3.

“Business Day” – Any day other than Saturday, Sunday, or a day on which New Hampshire state banks are authorized or obligated to close.

“Closing” – The consummation of the transaction contemplated hereby, anticipated to occur on the Closing Date, at which the Closing Documents are exchanged and the Deed is delivered.

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

“Closing Documents” – Collectively, the Deed, FIRPTA affidavit, settlement statement, title affidavits, and any other instruments customarily executed in New Hampshire residential real estate closings.

“Contingency Period” – The period(s) identified in Section 3 within which Buyer may elect to terminate based upon Inspection, Financing, Title or other contingencies.

“Deed” – A warranty deed in recordable form conveying fee title to the Property from Seller to Buyer, subject only to Permitted Exceptions.

“Deposit” or “Earnest Money” – The amount of [EARNEST_MONEY_AMOUNT] U.S. Dollars tendered by Buyer under Section 2.2, to be held in escrow and applied or delivered as herein provided.

“Disclosure Laws” – All federal and New Hampshire laws, rules, and regulations requiring disclosures related to residential real estate transfers, including but not limited to lead-based paint, radon gas, arsenic in water, water supply, septic, and property condition disclosures.

“Financing Contingency” – Buyer’s ability to obtain financing on terms not materially less favorable than those set forth in Section 3.2.

“Inspection Contingency” – Buyer’s right to conduct physical inspections and due diligence described in Section 3.1.

“Permitted Exceptions” – Those title exceptions approved or deemed approved by Buyer under Section 3.3.

“Purchase Price” – The total consideration of [PURCHASE_PRICE] U.S. Dollars to be paid by Buyer to Seller in accordance with Section 2.1.

“State” – The State of New Hampshire.

“Title Company” – [TITLE_COMPANY_NAME], or such other closing/escrow agent mutually acceptable to the Parties.

[// GUIDANCE: Add additional defined terms as needed for unique deal points.]

3. OPERATIVE PROVISIONS

3.1 Agreement to Purchase and Sale

Seller hereby agrees to sell, and Buyer hereby agrees to purchase, the Property for the Purchase Price, subject to the terms of this Agreement.

3.2 Purchase Price and Payment

3.2.1 Purchase Price. Buyer shall pay the Purchase Price as follows:
a. Deposit/Earnest Money: [EARNEST_MONEY_AMOUNT] within [NUMBER] Business Days after the Effective Date, to be held by the Title Company in a non-interest-bearing escrow account.
b. Balance: The balance of the Purchase Price, subject to prorations and adjustments described in Section 5.4, shall be paid at Closing by wire transfer of immediately available funds.

[// GUIDANCE: Consider including an escalation clause or appraisal gap coverage if market conditions warrant.]

3.3 Contingency Periods

a. Inspection Contingency. Buyer shall have [INSPECTION_PERIOD_DAYS] calendar days after the Effective Date (the “Inspection Period”) to conduct any inspections, tests, or investigations deemed necessary. Buyer may terminate this Agreement before the end of the Inspection Period by written notice to Seller, whereupon the Deposit shall be returned to Buyer and neither Party shall have further liability.
b. Financing Contingency. Buyer’s obligations are contingent upon Buyer obtaining a written loan commitment on or before [FINANCING_CONTINGENCY_DATE]. If Buyer fails to obtain such commitment and notifies Seller in writing within the period, the Deposit shall be returned and the Agreement shall terminate.
c. Title Contingency. Seller shall, within [NUMBER] Business Days of the Effective Date, cause the Title Company to deliver a current commitment for an owner’s title insurance policy. Buyer shall have [TITLE_REVIEW_DAYS] Business Days after receipt to object in writing to any title exceptions. Seller shall have [SELLER_CURE_DAYS] Business Days to cure unacceptable exceptions; failing such cure, Buyer may proceed to Closing or terminate this Agreement and receive a refund of the Deposit.
d. Additional Contingencies. [ADD IF APPLICABLE – e.g., Sale of Buyer’s existing residence, appraisal, HOA review.]

3.4 Disclosure Compliance

Seller shall deliver to Buyer, within [DISCLOSURE_DELIVERY_DAYS] calendar days after the Effective Date, all disclosures required under the Disclosure Laws, including:

• New Hampshire Property Disclosure Statement
• Lead-Based Paint Disclosure (if Property built prior to 1978)
• Radon Gas Notice
• Arsenic in Water Notice (if Property served by private well)
• Septic/Sewer and Water Supply disclosures (if applicable)

Buyer shall have [DISCLOSURE_REVIEW_DAYS] calendar days after receipt to acknowledge and, if materially deficient, to terminate as provided above.

3.5 Closing Procedures

a. Place/Method. Closing shall occur at the offices of the Title Company or remotely via escrow signing, at the option of the Parties.
b. Seller Closing Deliverables. Seller shall deliver the Deed, a non-foreign affidavit, affidavits of title, keys, garage door openers, and occupancy certificates, if any.
c. Buyer Closing Deliverables. Buyer shall deliver the balance of the Purchase Price, executed Closing Documents, and evidence of required insurance.
d. Prorations/Adjustments. Real property taxes, rents, fuel oil/propane, HOA dues, and similar items shall be prorated as of 11:59 p.m. on the day preceding the Closing Date.
e. Possession. Possession shall be delivered to Buyer at Closing, subject only to tenancies expressly disclosed on Schedule 1.

4. REPRESENTATIONS & WARRANTIES

4.1 Seller’s Representations and Warranties

Seller represents and warrants to Buyer that, as of the Effective Date and as of Closing:
a. Seller has good and marketable title to the Property, free of all liens other than Permitted Exceptions.
b. Seller has full authority to execute and perform this Agreement.
c. No litigation or condemnation proceeding is pending or, to Seller’s knowledge, threatened that would materially affect the Property.
d. All information and disclosures provided to Buyer are true, correct, and complete in all material respects.
e. Seller has complied with all applicable building codes, zoning ordinances, and other governmental requirements affecting the Property.

4.2 Buyer’s Representations and Warranties

Buyer represents and warrants that:
a. Buyer has the legal capacity and authority to execute and perform this Agreement.
b. Buyer has, or will have at Closing, sufficient funds to consummate the purchase.
c. Buyer is acquiring the Property for [PRIMARY_RESIDENCE / INVESTMENT] purposes and not in violation of any law.

4.3 Survival

The representations and warranties set forth in this Article 4 shall survive Closing for a period of [SURVIVAL_PERIOD_MONTHS] months, except those expressly stated to merge into the Deed.

5. COVENANTS & RESTRICTIONS

5.1 Affirmative Covenants of Seller
a. Maintenance. From the Effective Date through Closing, Seller shall maintain the Property in substantially the same condition, reasonable wear and tear excepted.
b. Ordinary Course. Seller shall operate and manage the Property in the ordinary course and shall not enter into, amend, or terminate any lease, service contract, or encumbrance without Buyer’s prior written consent.

5.2 Negative Covenants of Seller
Seller shall not create any liens, easements, or other interests affecting the Property after the Effective Date that will survive Closing without Buyer’s prior written consent.

5.3 Notice and Cure
If either Party becomes aware of any fact that would render its representations untrue or breach its covenants, such Party shall promptly notify the other Party, who shall then have the right to terminate or proceed as provided herein.

6. DEFAULT & REMEDIES

6.1 Buyer Default
If Buyer defaults prior to Closing and fails to cure within [BUYER_CURE_DAYS] Business Days after written notice, Seller’s sole and exclusive remedy shall be to retain the Deposit as liquidated damages, the Parties acknowledging the difficulty of ascertaining actual damages and agreeing that the Deposit is a reasonable estimate thereof.

6.2 Seller Default
If Seller defaults and fails to cure within [SELLER_CURE_DAYS] Business Days after written notice, Buyer may (i) terminate this Agreement and receive the return of the Deposit plus reimbursement of actual third-party costs not to exceed [COST_CAP_AMOUNT], or (ii) seek specific performance in accordance with Section 8.4 (injunctive relief). Monetary damages beyond the Deposit and capped costs are expressly disclaimed except in cases of fraud or willful misconduct.

6.3 Attorney Fees
The prevailing Party in any action to enforce this Agreement shall be entitled to reasonable attorney fees and court costs.

7. RISK ALLOCATION

7.1 Limited Indemnification
a. By Seller. Seller shall indemnify and hold Buyer harmless from any third-party claims arising from Seller’s ownership of the Property prior to Closing, limited to direct damages and capped at the Deposit amount.
b. By Buyer. Buyer shall indemnify and hold Seller harmless from third-party claims arising from Buyer’s entry onto the Property prior to Closing, subject to the same limitations.

7.2 Limitation of Liability
Except for fraud, willful misconduct, or matters that survive under Section 4.3, each Party’s aggregate liability under this Agreement shall not exceed the Deposit.

7.3 Insurance
Prior to Closing, Seller shall maintain existing hazard insurance. Buyer shall procure homeowner’s insurance, effective as of Closing, with coverage limits not less than the Purchase Price.

7.4 Force Majeure
Neither Party shall be liable for failure to perform caused by events beyond its reasonable control, including acts of God, governmental actions, or pandemics, provided that the affected Party gives prompt notice and resumes performance as soon as practicable.

8. DISPUTE RESOLUTION

8.1 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of New Hampshire, without regard to conflict-of-laws principles.

8.2 Forum Selection
Subject to Section 8.3, any suit arising from this Agreement shall be brought exclusively in the state courts located in [COUNTY], New Hampshire, and each Party irrevocably submits to the personal jurisdiction thereof.

8.3 Optional Arbitration
At either Party’s written election made within 30 days after a dispute arises, the dispute shall be submitted to binding arbitration administered by the American Arbitration Association under its Residential Real Estate Rules, held in [CITY], New Hampshire. Judgment on the award may be entered in any court having jurisdiction. If neither Party elects arbitration, litigation shall proceed in state court as set forth in Section 8.2.

[// GUIDANCE: Delete Section 8.3 entirely if the Parties prefer litigation only.]

8.4 Injunctive Relief / Specific Performance
Notwithstanding anything to the contrary, either Party shall be entitled to seek specific performance or other equitable relief to enforce this Agreement, without posting bond, in accordance with Sections 6.2 and 8.2.

8.5 Jury Trial Waiver
[Intentionally Omitted – Jury waiver excluded per user instruction.]

9. GENERAL PROVISIONS

9.1 Amendments and Waivers
No amendment or waiver shall be effective unless in a writing signed by the Party against whom enforcement is sought.

9.2 Assignment
Neither Party may assign this Agreement without the prior written consent of the other Party, except Buyer may assign to an affiliated entity controlled by Buyer upon notice to Seller.

9.3 Successors and Assigns
Subject to Section 9.2, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

9.4 Severability
If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force, and the invalid provision shall be reformed to the minimum extent necessary to effectuate the Parties’ intent.

9.5 Entire Agreement
This Agreement, together with its Exhibits and Schedules, constitutes the entire agreement between the Parties and supersedes all prior negotiations and agreements.

9.6 Counterparts; Electronic Signatures
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. Signatures delivered by electronic means shall be deemed original and binding.

9.7 Notice
All notices shall be in writing and deemed given when (i) delivered in person, (ii) sent by nationally recognized overnight courier, or (iii) emailed with confirmation of receipt, to the addresses set forth below (or as later designated).

• If to Seller: [SELLER_NOTICE_ADDRESS]
• If to Buyer: [BUYER_NOTICE_ADDRESS]

10. EXECUTION BLOCK

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

SELLER:

[SELLER_NAME]
Title (if entity): ___
Date: ________

BUYER:

[BUYER_NAME]
Title (if entity): ___
Date: ________

[OPTIONAL NOTARY ACKNOWLEDGMENT]
State of New Hampshire, County of [COUNTY]
On this _ day of _, 20__, before me, ____, the undersigned Notary Public, personally appeared ______, proved to me through satisfactory evidence of identification to be the person(s) whose name(s) are signed above, and acknowledged the foregoing instrument to be their free act and deed.

Notary Public
My Commission Expires: _______

11. EXHIBITS & SCHEDULES

Exhibit A – Legal Description of Property
Exhibit B – Seller’s Property Disclosure Statement
Exhibit C – Lead-Based Paint Disclosure (if applicable)
Schedule 1 – Existing Tenancies / Service Contracts
Schedule 2 – Prorations Worksheet

[// GUIDANCE: Attach state-approved forms for Exhibits B and C to ensure statutory compliance. The legal description in Exhibit A should match the most recent deed or survey.]

END OF DOCUMENT