Purchase and Sale Agreement - Residential

RESIDENTIAL PURCHASE AND SALE AGREEMENT

(State of Vermont)

TABLE OF CONTENTS

1. Document Header........................................................................................................2
2. Definitions....................................................................................................................3
3. Operative Provisions...................................................................................................5
4. Representations & Warranties..................................................................................8
5. Covenants & Restrictions........................................................................................10
6. Default & Remedies................................................................................................12
7. Risk Allocation.........................................................................................................14
8. Dispute Resolution.................................................................................................16
9. General Provisions..................................................................................................17
10. Execution Block....................................................................................................19
11. Exhibits & Schedules............................................................................................20

1. DOCUMENT HEADER

1.1 Parties

This Residential Purchase and Sale Agreement (the “Agreement”) is entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between [SELLER LEGAL NAME], a [ENTITY TYPE / INDIVIDUAL] (“Seller”), and [BUYER LEGAL NAME], a [ENTITY TYPE / INDIVIDUAL] (“Buyer”).

1.2 Recitals

A. Seller is the fee simple owner of the real property commonly known as [STREET ADDRESS, CITY/TOWN, VT ZIP], together with all improvements, rights, appurtenances, and fixtures thereon (collectively, the “Property”).
B. Buyer desires to purchase, and Seller desires to sell, the Property on the terms and subject to the conditions set forth herein.
C. The parties intend that this Agreement be governed by Vermont law and comply with all state and federal residential real estate requirements, including mandatory disclosures.

NOW, THEREFORE, in consideration of the mutual covenants 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 capitalized terms shall have the meanings set forth below. All references to Sections, Exhibits, and Schedules shall be to those contained in or attached to this Agreement unless otherwise specified.

“Appraisal Contingency Period” – The period ending at 5:00 p.m. Eastern Time on the date [___] days after the Effective Date within which Buyer may obtain an appraisal of the Property.

“Business Day” – Any day other than a Saturday, Sunday, or federal or State of Vermont legal holiday.

“Closing” – The consummation of the sale contemplated herein, to occur on the Closing Date at the offices of [CLOSING/ESCROW AGENT] or such other place or manner (including remote or electronic closing) as the parties may agree.

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

“Contingency Periods” – Collectively, the Inspection Contingency Period, Appraisal Contingency Period, Financing Contingency Period, and Title Review Period.

“Earnest Money Deposit” – The sum of $[___] delivered by Buyer pursuant to Section 3.2, to be held in escrow by the Escrow Agent.

“Escrow Agent” – [NAME OF LICENSED VT ATTORNEY OR TITLE COMPANY], acting pursuant to the escrow instructions in Exhibit A.

“Financing Contingency Period” – The period ending at 5:00 p.m. Eastern Time on the date [___] days after the Effective Date within which Buyer shall obtain a binding mortgage commitment.

“Inspection Contingency Period” – The period ending at 5:00 p.m. Eastern Time on the date [___] days after the Effective Date within which Buyer may conduct property inspections.

“Property Condition Disclosure” – The Vermont Seller Property Condition Report provided pursuant to Title 27 of the Vermont Statutes.

“Purchase Price” – The total consideration of $[___] payable by Buyer to Seller for the Property, subject to prorations and adjustments under Section 3.5.

“Title Review Period” – The period ending at 5:00 p.m. Eastern Time on the date [___] days after Buyer’s receipt of the Title Commitment.

3. OPERATIVE PROVISIONS

3.1 Agreement to Sell and Purchase

Seller agrees to sell and convey, and Buyer agrees to purchase, the Property for the Purchase Price, upon the terms herein.

3.2 Earnest Money Deposit

(a) Concurrently with Buyer’s execution of this Agreement, Buyer shall deposit the Earnest Money Deposit with Escrow Agent by [wire transfer/certified funds].
(b) The Earnest Money Deposit shall be held and disbursed strictly in accordance with Exhibit A.

3.3 Contingencies

(a) Inspection. Buyer may conduct any and all inspections during the Inspection Contingency Period. Buyer may terminate this Agreement by written notice to Seller prior to expiration of such period if unsatisfied with the Property’s condition for any reason in Buyer’s sole discretion.

(b) Financing. This Agreement is contingent upon Buyer obtaining a mortgage loan on terms no less favorable than those set forth in Schedule 1. Buyer shall promptly apply for such financing and use commercially reasonable efforts to obtain approval.

(c) Appraisal. If the appraised value of the Property is less than the Purchase Price, Buyer may (i) terminate this Agreement, or (ii) waive the appraisal contingency in writing.

(d) Title. Seller shall cause a commitment for an owner’s policy of title insurance (the “Title Commitment”) to be delivered to Buyer within five (5) Business Days after the Effective Date. Buyer shall have the Title Review Period to object in writing to any title defects. Seller shall use diligent efforts to cure timely objections; if unable, Buyer may elect to terminate or proceed.

3.4 Closing Deliverables

(a) Seller Deliverables. At Closing, Seller shall deliver (i) a duly executed Warranty Deed conveying marketable fee simple title, (ii) the Vermont Property Transfer Tax Return, (iii) the Property Condition Disclosure, (iv) all keys and access devices, and (v) a non-foreign status affidavit per 26 U.S.C. § 1445.
(b) Buyer Deliverables. Buyer shall (i) deliver the balance of the Purchase Price, (ii) execute the Property Transfer Tax Return, and (iii) execute any lender- or title-required documents.

3.5 Prorations and Adjustments

Real estate taxes, rents, association dues, fuel, and other customary items shall be prorated as of 11:59 p.m. on the day preceding Closing based on the most recent available information.

3.6 Possession

Buyer shall be entitled to exclusive possession at Closing, subject only to matters of record accepted by Buyer.

3.7 Closing Costs

Seller shall pay:
(i) Vermont property transfer tax;
(ii) Deed preparation fees;
(iii) One-half of Escrow Agent’s fee.
Buyer shall pay:
(i) Recording fees;
(ii) Lender charges;
(iii) Title insurance premiums;
(iv) One-half of Escrow Agent’s fee.

4. REPRESENTATIONS & WARRANTIES

4.1 Seller Representations

Seller represents and warrants to Buyer as of the Effective Date and as of Closing that:
(a) Authority. Seller has full power, authority, and legal capacity to execute and perform this Agreement.
(b) Title. Seller holds good and marketable fee simple title to the Property, free of liens except Permitted Exceptions.
(c) Compliance. To Seller’s Knowledge, the Property complies with all applicable laws, regulations, building codes, and zoning ordinances.
(d) Material Defects. Except as disclosed in the Property Condition Disclosure, Seller has no knowledge of material defects affecting the Property.
(e) No Litigation. No litigation, condemnation, or administrative proceeding is pending or threatened that would materially impair the use or value of the Property.

4.2 Buyer Representations

Buyer represents and warrants to Seller that:
(a) Authority and Capacity. Buyer has full authority and sufficient funds or financing to consummate the transaction.
(b) No Reliance. Buyer has not relied on any statement or representation not expressly set forth in this Agreement or the Property Condition Disclosure.

4.3 Survival

The representations and warranties in this Section 4 shall survive Closing for a period of [___] months, except for fraud, which shall survive indefinitely.

5. COVENANTS & RESTRICTIONS

5.1 Seller Covenants Prior to Closing

(a) Maintenance. Seller shall maintain the Property in substantially the same condition as of the Effective Date, reasonable wear excepted.
(b) Alterations. Seller shall not commit waste or make material alterations without Buyer’s written consent.
(c) Further Assurances. Seller shall provide documents reasonably required to clear title objections or consummate Closing.

5.2 Buyer Covenants

(a) Access. Buyer shall restore any damage caused by Buyer’s inspections.
(b) Confidentiality. Buyer shall keep confidential all proprietary information obtained from Seller.

5.3 Notice and Cure

Either party becoming aware of a breach of covenant shall promptly notify the other. The breaching party shall have ☐ Business Days to cure after receipt of notice before same constitutes a Default (as defined in Section 6).

6. DEFAULT & REMEDIES

6.1 Buyer Default

(a) Events. Failure to deliver the Purchase Price at Closing, failure to deposit Earnest Money, or uncured breach of representation, warranty, or covenant.
(b) Seller Remedies. Seller’s sole and exclusive remedy shall be to terminate this Agreement and retain the Earnest Money Deposit as liquidated damages, the parties acknowledging difficulty in ascertaining Seller’s damages.

6.2 Seller Default

(a) Events. Failure to convey title as required, or uncured breach of representation, warranty, or covenant.
(b) Buyer Remedies. Buyer may elect (i) specific performance of Seller’s obligations, or (ii) termination with return of the Earnest Money Deposit plus reimbursement of Buyer’s actual out-of-pocket expenses not exceeding $[CAP].

6.3 Attorney Fees

In any action to enforce this Agreement, the prevailing party shall be entitled to reasonable attorney fees and costs.

7. RISK ALLOCATION

7.1 Limited Indemnification

(a) Seller Indemnity. Seller shall indemnify, defend, and hold Buyer harmless from claims arising from (i) breaches of Seller’s representations, warranties, or covenants, and (ii) personal injury or property damage occurring on the Property prior to Closing, capped at the amount of the Purchase Price.
(b) Buyer Indemnity. Buyer shall indemnify, defend, and hold Seller harmless from claims arising from Buyer’s inspections or entry onto the Property, capped at the Earnest Money Deposit.

7.2 Limitation of Liability

EXCEPT FOR FRAUD OR INTENTIONAL MISCONDUCT, THE LIABILITY OF EITHER PARTY SHALL NOT EXCEED THE EARNEST MONEY DEPOSIT.

7.3 Casualty and Condemnation

Risk of loss shall remain with Seller until Closing. In the event of material casualty or condemnation, Buyer may terminate or proceed with an abatement of the Purchase Price equal to insurance or condemnation proceeds.

7.4 Force Majeure

Performance shall be excused for delays caused by acts of God, governmental actions, or other events beyond the reasonable control of the affected party, but not to exceed [30] days in the aggregate.

8. DISPUTE RESOLUTION

8.1 Governing Law

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

8.2 Forum Selection

The parties submit to the exclusive jurisdiction of the state courts located in [COUNTY], Vermont.

8.3 Arbitration (Optional)

Either party may elect binding arbitration under the Vermont Uniform Arbitration Act by written notice to the other within ten (10) Business Days after commencement of litigation. If elected, arbitration shall be administered by [AAA or other] in accordance with its rules.

8.4 Jury Trial Waiver

[INTENTIONALLY OMITTED – Jury waiver excluded per client instructions.]

8.5 Injunctive Relief

Notwithstanding Section 8.3, either party may seek specific performance or other equitable relief from a court of competent jurisdiction to enforce this Agreement.

9. GENERAL PROVISIONS

9.1 Amendments; Waiver

No amendment or waiver shall be effective unless in writing and 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, except Buyer may assign to an affiliated entity provided Buyer remains liable.

9.3 Successors and Assigns

This Agreement shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns.

9.4 Severability

If any provision is determined unenforceable, the remaining provisions shall remain in full force, and the unenforceable provision shall be reformed to the minimum extent necessary.

9.5 Entire Agreement

This Agreement, including the Exhibits and Schedules, constitutes the entire agreement and supersedes all prior understandings.

9.6 Counterparts; Electronic Signatures

This Agreement may be executed in counterparts, each of which shall be deemed an original. Signatures delivered by electronic means shall be deemed original and binding.

9.7 Notices

All notices shall be in writing and delivered (i) by hand, (ii) certified U.S. mail, return receipt requested, (iii) nationally recognized overnight courier, or (iv) email with confirmation, to the addresses set forth below or such other addresses as may be designated.

10. EXECUTION BLOCK

SELLER:
______________________________
[SELLER NAME]
Date: _________________________

BUYER:
______________________________
[BUYER NAME]
Date: _________________________

Notary Acknowledgment – Seller
State of Vermont )
County of __________ ) ss.
On this ___ day of __________, 20__, before me, the undersigned notary, personally appeared ______________________, known to me or satisfactorily proven to be the person(s) whose name(s) is/are subscribed to the foregoing instrument, and acknowledged the same.
_________________________________
Notary Public
My commission expires: ___________

[Duplicate acknowledgment for Buyer, if required by lender or recording office.]

11. EXHIBITS & SCHEDULES

Exhibit A – Escrow Instructions
Exhibit B – Legal Description of Property
Exhibit C – Vermont Seller Property Condition Report
Exhibit D – Lead-Based Paint Disclosure (for pre-1978 properties)
Schedule 1 – Financing Terms
Schedule 2 – Personal Property Included/Excluded
[Add additional exhibits as needed]