GENERAL WARRANTY DEED

(State of Vermont)

[// GUIDANCE: This template is drafted to meet Vermont statutory requirements for a general warranty deed while incorporating the user-specified contractual architecture. Sections that are atypical for deeds (e.g., “Default & Remedies”) have been adapted or intentionally abbreviated to preserve structural consistency without adding unenforceable surplusage. All bracketed items must be completed or deleted before execution. Delete all guidance comments in final hard-copy.]

RECORDING & TAX INFORMATION

• Return to: [NAME & ADDRESS OF PREPARER/RETURN RECIPIENT]
• Town: [TOWN/CITY WHERE PROPERTY IS LOCATED]
• Parcel/SPAN No.: [SPAN OR LOCAL PARCEL IDENTIFIER]
• Vermont Property Transfer Tax Return (Form PTT-172): ☐ Attached  ☐ Claimed Exemption (§ [APPLICABLE STATUTE])
• Real Estate Withholding Certificate (if applicable): ☐ Attached
• Consideration: $[CONSIDERATION] (see § III.2)

[// GUIDANCE: 27 V.S.A. § 341 requires recording in the land records of the town where the land lies. Include preparer’s name on the first page to satisfy 27 V.S.A. § 349.]

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 & Acknowledgment

I. DOCUMENT HEADER

This General Warranty Deed (this “Deed”) is made and entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between:

1. Grantor: [GRANTOR LEGAL NAME], a [STATE] [TYPE OF ENTITY] with a mailing address of [ADDRESS]; and
2. Grantee: [GRANTEE LEGAL NAME], a [STATE] [TYPE OF ENTITY] with a mailing address of [ADDRESS].

Recitals

A. Grantor is lawfully seized and possessed in fee simple of the real property described in Exhibit A (the “Property”).
B. Grantee has paid, and Grantor has received, the Consideration for the conveyance of the Property subject to, and in accordance with, the terms of this Deed.

Now, therefore, for the Consideration and the other mutual covenants herein, Grantor conveys and warrants the Property to Grantee as more fully set forth below.

II. DEFINITIONS

For ease of reference, the following terms have the meanings assigned. Capitalized terms used but not defined have their plain legal meaning.

“Consideration” – The total purchase price paid by Grantee for the Property as stated on the face of this Deed and on Form PTT-172.

“Encumbrance” – Any lien, claim, security interest, charge, easement, covenant, condition, restriction, lease, option, or other right affecting title.

“Hazardous Substances” – Any substance defined or regulated as hazardous, toxic, or harmful under applicable Environmental Laws.

“Injunctive Relief” – A decree of specific performance, quiet title, or other equitable relief issued by a court of competent jurisdiction.

“Permitted Exceptions” – The Encumbrances (if any) set forth in Exhibit B.

III. OPERATIVE PROVISIONS

1. Granting Clause. Grantor hereby GRANTS, CONVEYS, and WARRANTS unto Grantee, with General Warranty Covenants, all of Grantor’s right, title, and interest in and to the Property, together with all appurtenant rights, privileges, and easements, to have and to hold the same unto Grantee and Grantee’s heirs, successors, and assigns forever.

2. Payment / Consideration. The parties acknowledge receipt of the Consideration of $[CONSIDERATION], the sufficiency of which is hereby conclusively acknowledged.

3. Conditions Precedent. Delivery of this Deed is conditioned upon:
   a. Full payment of the Consideration;
   b. Completion and tender to the Town Clerk of a properly executed Form PTT-172 and the payment of any Vermont property transfer tax then due; and
   c. Satisfaction or assumption of all Permitted Exceptions.

4. Habendum Clause. TO HAVE AND TO HOLD the Property unto Grantee, its heirs, successors, and assigns, in fee simple, subject only to the Permitted Exceptions.

IV. REPRESENTATIONS & WARRANTIES

1. Grantor represents and warrants that on and as of the Effective Date:
   a. Grantor is seized of an indefeasible fee simple estate in the Property and has full right to convey the same;
   b. The Property is free and clear of all Encumbrances other than the Permitted Exceptions;
   c. Grantor has not done or knowingly permitted any act that would impair title; and
   d. Grantor is not a “foreign person” within the meaning of 26 U.S.C. § 1445.

2. Survival. The warranties in this Section IV survive delivery of the Deed and run with the land.

V. COVENANTS & RESTRICTIONS

1. Covenant of Seisin. Grantor covenants that Grantor is lawfully seized of the estate conveyed.
2. Covenant of Right to Convey. Grantor covenants that Grantor has the legal right and full power to convey the Property.
3. Covenant Against Encumbrances. Grantor covenants that the Property is free from Encumbrances except the Permitted Exceptions.
4. Covenant for Quiet Enjoyment. Grantor covenants that Grantee shall have quiet and peaceable possession of the Property, free of lawful claims of all persons.
5. Covenant of Warranty & Defense. Grantor will warrant and defend title to the Property against all lawful claims and demands whatsoever, subject only to the Permitted Exceptions.
6. Covenant of Further Assurances. Grantor will, upon reasonable request, execute and deliver such further instruments as may be reasonably necessary to perfect the conveyed title.

VI. DEFAULT & REMEDIES

(Adapted for Deed Instrument)

1. Breach. A breach of any covenant or warranty herein shall constitute a default.
2. Notice & Cure. Grantee must give Grantor written notice specifying the breach. Grantor shall have thirty (30) days after receipt to cure.
3. Remedies. If Grantor fails to timely cure:
   a. Grantee may seek Injunctive Relief, including but not limited to an action to quiet title; and
   b. Grantee’s monetary recovery against Grantor shall be limited as provided in Section VII.1.

VII. RISK ALLOCATION

1. Indemnification / Liability Cap. Grantor’s cumulative liability under this Deed, including the covenants and warranties herein, shall not exceed the Consideration actually paid, plus reasonable costs of enforcement (including attorney fees) and statutory interest.

[// GUIDANCE: Vermont law does not bar parties from contractually capping exposure. The cap herein aligns with the “consideration_paid” metadata instruction.]

2. Environmental Matters. Grantor makes no representation as to environmental condition except as expressly set forth herein. Nothing herein limits any non-waivable liability arising under applicable Environmental Laws.

3. Force Majeure. Neither party shall be liable for delay or failure in performance caused by acts of God, governmental authority, or other events beyond reasonable control; provided, however, that payment of transfer taxes and delivery for recording are not excused.

VIII. DISPUTE RESOLUTION

1. Governing Law. This Deed and all disputes arising hereunder are governed by the laws of the State of Vermont, without regard to conflict-of-laws principles.

2. Forum Selection. The exclusive venue for any action arising out of or relating to this Deed is the state courts sitting in the county where the Property is located.

3. Arbitration. The parties expressly exclude arbitration.

4. Jury Trial Waiver. No jury trial waiver is provided. Any statutory or constitutional right to jury trial remains intact.

5. Equitable Relief. Nothing herein limits a party’s right to seek Injunctive Relief, including an action to quiet title.

IX. GENERAL PROVISIONS

1. Amendments. No amendment or modification of this Deed is effective unless in writing and signed by the party against whom enforcement is sought.

2. Waiver. No waiver of any provision shall be deemed a waiver of any other provision or subsequent breach.

3. Assignment. This Deed binds and benefits the parties and their respective heirs, successors, and assigns. Grantor may not assign its obligations without Grantee’s prior written consent, which may be withheld in Grantee’s sole discretion.

4. Severability. If any provision is held invalid or unenforceable, the remainder of this Deed remains in full force and effect.

5. Entire Agreement. This Deed constitutes the entire agreement between the parties concerning the conveyance of the Property and supersedes all prior understandings.

6. Counterparts; Electronic Signatures. This Deed may be executed in counterparts, each of which is deemed an original and all of which constitute one instrument. Signatures delivered by electronic means are deemed original for all purposes permitted by Vermont law.

X. EXECUTION BLOCK & ACKNOWLEDGMENT

IN WITNESS WHEREOF, the parties have executed this Deed as of the Effective Date.

GRANTOR

[GRANTOR LEGAL NAME]
By: __________
Name: [PRINTED NAME]
Title: [IF APPLICABLE]

GRANTEE

[GRANTEE LEGAL NAME]
By: __________
Name: [PRINTED NAME]
Title: [IF APPLICABLE]

NOTARY ACKNOWLEDGMENT (Vermont Form)

State of Vermont  )
           ) ss. [COUNTY]
County of ____)

On this _ day of _, 20____, before me, the undersigned notary public, personally appeared [NAME(S) OF SIGNATORY(IES)], who acknowledged to me that he/she/they executed the foregoing instrument for the purposes therein contained and, if applicable, in the capacity indicated.

Notary Public
Printed Name: _____
My Commission Expires: __

[// GUIDANCE: Vermont requires an acknowledgment compliant with 27 V.S.A. §§ 341-349. Remote notarization requires additional statutory compliance.]

EXHIBIT A

(Legal Description of Property)

[INSERT FULL METES AND BOUNDS OR LOT & PLAN REFERENCE]

EXHIBIT B

(Permitted Exceptions)

1. Taxes and assessments not yet due and payable;
2. Easements, rights-of-way, and restrictions of record, including those shown on the referenced plan(s);
3. [ADDITIONAL ITEMS, IF ANY].

[// GUIDANCE: Before recording, confirm that (a) the legal description matches prior record title, (b) transfer tax has been properly calculated, and (c) the deed is accompanied by Form PTT-172 and any required withholding certificates. Many Vermont town clerks will refuse recording without these items.]

END OF DOCUMENT