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GENERAL WARRANTY DEED
State of Delaware, U.S.A.
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[// GUIDANCE: This template is drafted to satisfy Delaware statutory deed formalities, local recording office practices, and the metadata you supplied (governing law, dispute-resolution profile, indemnification mechanics, liability cap, etc.). All bracketed matter [LIKE THIS] must be completed or conformed before execution and recording. Delete guidance comments prior to finalization.]
TABLE OF CONTENTS
I. Document Header
II. Definitions
III. Operative Provisions
IV. Representations & Warranties
V. Covenants & Restrictions
VI. Default & Remedies
VII. Risk Allocation
VIII. Dispute Resolution
IX. General Provisions
X. Execution Block
Appendix A – Legal Description of the Property
I. DOCUMENT HEADER
-
Recording Cover Sheet
a. Prepared By: [NAME, Firm, Address, Phone]
b. Return To: [RECIPIENT NAME & ADDRESS]
c. Tax Parcel/Assessment No.: [--___]
d. County: [New Castle / Kent / Sussex]
e. Space Above Reserved for Recorder’s Use -
Title of Instrument
GENERAL WARRANTY DEED (the “Deed”) -
Identification of Parties
This Deed is made as of [EFFECTIVE DATE] (the “Effective Date”) by and between:
• [GRANTOR LEGAL NAME], a [STATE] [corporation/limited liability company/individual/etc.], having an address at [ADDRESS] (“Grantor”); and
• [GRANTEE LEGAL NAME], a [STATE] [corporation/limited liability company/individual/etc.], having an address at [ADDRESS] (“Grantee”).
- Recitals (Witnesseth)
WHEREAS, Grantor is seized in fee simple of the real property described in Appendix A (the “Property”); and
WHEREAS, Grantee has paid to Grantor the consideration set forth herein and desires to receive marketable title to the Property;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, Grantor hereby conveys the Property to Grantee subject to, and with the benefit of, the terms and covenants that follow.
II. DEFINITIONS
For ease of reference, capitalized terms are defined alphabetically below. Defined terms apply throughout this Deed (singular/plural forms interchangeable).
- “Closing” means the consummation of the conveyance evidenced by this Deed.
- “Consideration” means the sum of $[AMOUNT] and other good and valuable consideration paid by Grantee to Grantor.
- “Deed” has the meaning given in the Title of Instrument.
- “Effective Date” has the meaning set forth in Section I.3.
- “Encumbrance” means any lien, mortgage, security interest, easement, restriction, tenancy, or other defect in title not expressly permitted under this Deed.
- “Hazardous Materials Laws” means all federal, state, and local statutes, regulations, and common-law doctrines governing the use, storage, release, or remediation of hazardous substances.
- “Liability Cap” has the meaning set forth in Section VII.2.
- “Property” has the meaning set forth in the Recitals and Appendix A.
- “Transfer Taxes” means the State of Delaware and applicable county realty transfer taxes imposed on the conveyance of the Property.
III. OPERATIVE PROVISIONS
3.1 Grant. Grantor hereby GRANTS, BARGAINS, SELLS, CONVEYS, and WARRANTS unto Grantee, its successors and assigns, in fee simple absolute, the Property, together with all improvements, hereditaments, and appurtenances thereto, SUBJECT ONLY TO:
a. real property taxes not yet due and payable;
b. zoning, building, and land-use regulations of record;
c. matters created by or with the written consent of Grantee at or after Closing; and
d. easements, covenants, and restrictions of record as of the Effective Date that do not materially impair Grantee’s intended use of the Property.
3.2 Consideration. In consideration of the conveyance, Grantee has paid the Consideration to Grantor. [// GUIDANCE: Insert wire confirmation reference or other payment evidence if required by lender or title insurer.]
3.3 Transfer Taxes. Grantor and Grantee shall jointly complete any Delaware Realty Transfer Tax Return & Affidavit (Form RTT-8000 or successor) and tender the Transfer Taxes to the Recorder at Closing, unless a statutory exemption applies. Indicate applicable exemption code in the Execution Block.
3.4 Delivery & Acceptance. Delivery of this Deed and recordation in the county where the Property is located constitute final acceptance of the conveyance by Grantee.
3.5 Recording Responsibilities. Grantee shall cause this Deed (and any required affidavits) to be recorded promptly after Closing at Grantee’s cost, unless otherwise agreed in writing.
IV. REPRESENTATIONS & WARRANTIES
4.1 Grantor’s Representations. Grantor represents and warrants that, as of the Effective Date and Closing:
a. Grantor is legally competent and duly authorized to convey the Property;
b. Grantor is seized of indefeasible fee simple title to the Property, free of Encumbrances other than Permitted Exceptions listed in Section III.1;
c. No party other than Grantor has any right of possession, purchase option, or other preferential right affecting the Property, except as expressly disclosed in Schedule 1 [attach if necessary]; and
d. Grantor is not a “foreign person” within the meaning of 26 U.S.C. § 1445 (FIRPTA). [// GUIDANCE: If Grantor is a foreign person, add FIRPTA escrow provisions.]
4.2 Survival. The representations and warranties in this Article IV survive Closing for a period coterminous with the statute of limitations applicable to written contracts in Delaware.
V. COVENANTS & RESTRICTIONS
5.1 Covenant of Seisin. Grantor covenants that Grantor is lawfully seized of the estate in fee simple conveyed.
5.2 Covenant of Right to Convey. Grantor covenants that Grantor has good right, full power, and lawful authority to convey the Property.
5.3 Covenant Against Encumbrances. Grantor covenants that the Property is free from all Encumbrances except Permitted Exceptions.
5.4 Covenant of Quiet Enjoyment and Warranty. Grantor warrants and will defend the title to the Property against the lawful claims of all persons claiming by, through, or under Grantor, but none other.
5.5 Further Assurances. Grantor shall, upon reasonable request and at no cost to Grantor, execute and deliver such additional instruments as may be reasonably necessary to perfect the conveyance effected hereby.
VI. DEFAULT & REMEDIES
6.1 Breach of Warranty. A breach of any covenant in Article V constitutes an “Event of Default.”
6.2 Notice and Cure. Upon learning of an Event of Default, Grantee shall give written notice to Grantor specifying the nature of the breach. Grantor has thirty (30) days to cure or commence diligent cure.
6.3 Remedies. If the breach is not timely cured, Grantee may:
a. pursue an action for damages capped as provided in Section VII.2;
b. seek specific performance or reformation; and/or
c. initiate a quiet-title or other equitable proceeding to clear record title, with the costs and reasonable attorneys’ fees of such proceeding to be borne by Grantor.
The remedies are cumulative and non-exclusive.
VII. RISK ALLOCATION
7.1 Indemnification. Grantor shall indemnify, defend, and hold harmless Grantee, its successors and assigns, from and against any loss, cost, damage, or expense (including reasonable attorneys’ fees) incurred by reason of a breach of the covenants contained in Article V.
7.2 Limitation of Liability. Subject to Grantor’s obligation to cure title defects, Grantor’s aggregate liability under this Deed will not exceed the Consideration actually paid, plus reasonable costs of enforcing the covenants of warranty (the “Liability Cap”). This Section does not limit Grantor’s liability for fraud or intentional misconduct.
7.3 Force Majeure. Neither party is liable for failure or delay in performance caused by events beyond its reasonable control, except for payment of money and delivery of good title.
VIII. DISPUTE RESOLUTION
8.1 Governing Law. This Deed is governed by and construed in accordance with the real estate law of the State of Delaware, without regard to conflict-of-laws principles.
8.2 Forum Selection. Any action arising out of or relating to this Deed shall be filed exclusively in the state courts sitting in the county where the Property is situated.
8.3 Arbitration Excluded. The parties expressly opt-out of arbitration for all disputes related to this Deed.
8.4 Jury Waiver Excluded. No waiver of trial by jury is provided herein; each party reserves all constitutional rights regarding jury trial.
8.5 Injunctive Relief. Nothing herein limits Grantee’s right to seek injunctive or declaratory relief, including an action to quiet title.
IX. GENERAL PROVISIONS
9.1 Entire Agreement. This Deed (including all exhibits and schedules) constitutes the entire agreement between the parties with respect to the conveyance of the Property and supersedes all prior understandings.
9.2 Amendments; Waivers. No amendment or waiver is effective unless in a writing signed by the party against whom enforcement is sought and recorded when required by law.
9.3 Assignment. This Deed inures to the benefit of and is binding upon the parties and their respective successors and permitted assigns.
9.4 Severability. If any provision is held invalid, the remaining provisions remain in full force provided the essential economic and legal terms remain substantially as contemplated.
9.5 Counterparts. This Deed may be executed in counterparts, each of which is deemed an original, and all of which constitute one instrument.
9.6 Electronic Signatures. Facsimile or electronically transmitted signatures (including via DocuSign® or similar platforms) are deemed original and binding to the fullest extent permitted by Delaware law.
9.7 Headings. Headings are for convenience only and do not affect interpretation.
X. EXECUTION BLOCK
IN WITNESS WHEREOF, Grantor has executed this General Warranty Deed as of the Effective Date.
GRANTOR:
[LEGAL NAME OF GRANTOR]
By: _______
Name: [PRINT]
Title: [IF ENTITY SIGNATORY]
[Seal, if required]
GRANTEE (for acknowledgement only – signature optional under DE law):
[LEGAL NAME OF GRANTEE]
By: _______
Name: [PRINT]
Title: [IF ENTITY SIGNATORY]
DELAWARE ACKNOWLEDGMENT – INDIVIDUAL
State of Delaware )
County of [__] ) SS.
On this ___ day of ____, 20__, before me, the undersigned Notary Public, personally appeared [NAME OF INDIVIDUAL GRANTOR], who acknowledged that he/she executed the foregoing instrument for the purposes therein contained.
Notary Public
My Commission Expires: __
DELAWARE ACKNOWLEDGMENT – CORPORATE / LLC OFFICER
State of Delaware )
County of [__] ) SS.
On this ___ day of ____, 20__, before me, the undersigned Notary Public, personally appeared [NAME], the [TITLE] of [ENTITY NAME], a [STATE] [corporation/limited liability company], who acknowledged that, being duly authorized, he/she executed the foregoing instrument as the free act and deed of said entity for the purposes therein contained.
Notary Public
My Commission Expires: __
REALTY TRANSFER TAX STATEMENT
[ ] Transfer Taxes in the amount of $__ accompany this Deed.
[ ] This conveyance is exempt from Delaware Realty Transfer Tax pursuant to Exemption Code [] (cite statutory basis).
APPENDIX A
LEGAL DESCRIPTION OF THE PROPERTY
All that certain lot, piece or parcel of land, situate, lying and being in [TAXING DISTRICT], [COUNTY] County, State of Delaware, and being more particularly described as follows:
BEGINNING at …
[Insert full metes-and-bounds description or reference to recorded plat]
Together with all buildings, improvements, easements, rights-of-way, hereditaments, and appurtenances thereto belonging or appertaining.
[// GUIDANCE:
1. Attach any Schedule 1 disclosures (tenancies, easements to be released, etc.).
2. Verify the form of acknowledgment matches the signer’s capacity and Delaware’s current notarial act requirements.
3. Coordinate with the title company to confirm the Permitted Exceptions and recording taxes.
4. Delete guidance notes before recording.]