commercial purchase and sale agreements revealed …
TRANSCRIPT
2019
Georgia REALTORS® partners with the Local Boards and
REALTOR® Firms to provide quality, affordable continuing education courses.
Commercial Purchase and
Sale Agreements Revealed
#69757
Sponsored by:
Georgia Association of REALTORS®, GREC School #271
Partners in Education Program
Visit the Georgia REALTORS® website to learn about
membership benefits, continuing education opportunities,
networking events, and more!
(www.garealtor.com)
NOTICE: The following material is copyrighted and is provided to you for one-time use only in this GAR-sponsored course.
You may not reproduce or redistribute any portion of this packet
without the express written permission from the GAR Professional Development Department.
STUDENT NOTICE
The Georgia Association of REALTORS®, Inc. is approved by the Georgia Real Estate Commission (GREC) to offer continuing education, sales postlicense, and broker prelicense courses. The GREC school code number is 271 with a renewal date of December 31, 2019. The Georgia Real Estate Commission has approved this course for six (6) hours of continuing education credit. GAR school policy defines an instructional hour as 50 minutes. To receive continuing education (CE) credit for this in-classroom course, the student must:
be on time
sign in with the course facilitator before the course begins
be present in the course during all instruction periods
return a completed evaluation to facilitator at the end of course
not have taken this course for continuing education credit within the past 366 days. There is no make-up session for this course. Cell phones and other electronic devices can be distracting. Use of communication methods such as text messaging, E-mailing, web surfing, etc. is prohibited while class is in session if it poses a distraction to other attendees and shall be grounds for dismissal. Taking pictures of PowerPoint slides requires the permission of the instructor. Entrance qualifications and standards of completion will not be based on race, color, sex, religion, national origin, familial status, handicap, sexual orientation, or gender identity. No recruiting for employment opportunities for any real estate brokerage firm is allowed during this course or on the premises while this course is in session. Any effort to recruit by anyone should be promptly reported to the Director of Professional Development; Georgia Association of REALTORS®; 770-451-1831; 6065 Barfield Road; Sandy Springs, GA 30328; or to the Georgia Real Estate Commission; 404-656-3916; International Tower; 229 Peachtree Street, NW; Suite 1000; Atlanta, GA 30303-1605.
10-2016
Handout Page 1
1/16/2019
1
Developed by:Linda Olson, REALTOR®, Green, Author & Instructor
My blog: www.envirodiva.wordpress.comCourse Content © 2018 Linda Olson
� An Agreement between two or more persons to do, or not do, certain things
� Express vs Implied
� Unilateral vs Bilateral
� Executory vs Executed
� Valid vs Void
� Competent Parties
� Mutual Assent
(Offer & Acceptance)
� Lawful Objective
� Valuable Consideration
Handout Page 2
1/16/2019
2
Valid Contract
� Includes Essential Elements
� Satisfy Statute of Frauds� In writing� Performed within 1 year� Sale of Real Property� Lend Money� Assume another’s debts
Void or Unenforceable Contract
� No consideration
� Party incompetent
� Objective unlawful
� Forged signature
� No mutual consent
Handout Page 3
1/16/2019
3
�Purchase and Sale (A.1.)
�Property Identification
�Legal Description
�Purchase Price (A.2. and B.1.)
�Closing Costs. Seller’s Contributions at closing (A.3)/Costs (B.6.)
�Seller
�Buyer
�Prorations (B.7.)
Handout Page 4
1/16/2019
4
�Closing and Possession (A.4.)
�Closing Date
�Seller Retains Possession of Property Through
�Seller’s Obligations at Closing (B.4.)
�Conditions to Closing (B.5.)
�Holder of Earnest Money (A.5.)
�Closing Attorney/Law Firm (A.6.)
�Earnest Money (A.7., A.12., and B.3.)
Issues Due Diligence
� Documents
� Commencement
� Rights
� Termination
� Costs
� Land Use
� Site
� Building Code & Development
� Transactional/Business/
Financing
� Market
Handout Page 5
1/16/2019
5
� Land Use Issues
�Zoning/Planning
�Buffers
�Signage
�Local Ordinances/Policies
�Site Issues
� Size and Shape
� Surveys
� Easements/Rights of Ways
� Traffic/Roads/Access/Ingress/Egress
� Environmental Issues
� Soil characteristics & Topography
� Other
� Building Code/Development Issues
�Engineering and Building Plans
�Utilities
Handout Page 6
1/16/2019
6
� Transactional/Business & Financing /Costs of Development
�Transactional
�Financing
�Costs of Development
� Market Issues
�Title Objections (A.9. and B.8.)
�Assignment (A.11. and B. 13.)
�Brokerage Relationships (A.13., B.11., B.12.)
�Time Limit of Offer (A.14.)
�Destruction of Property Prior to Closing (B.9.)
�Representation and Warranties (B.10.)
Handout Page 7
1/16/2019
7
�Default
�Other
�Condemnation
�Duty to Cooperate
�Electronic Signature
�Entire Agreement, Modification & Assignment
�Extension of Deadline
�Other (cont’d)
�GAR Forms
�Governing Law & Interpretation
�No Authority to Bind
�Notice of Binding Agreement Date
�Repairs
Handout Page 8
1/16/2019
8
�Other (cont’d)� Survival of Agreement
� Warranties Transfer
� Terminology
� Time of Essence
�Definitions
�Beware of Cyber Fraud
�Exhibits & Addenda
�Special Stipulations
�Signature Block
Handout Page 9
1/16/2019
9
� Exhibit A (CF07) – Legal Description
� Exhibit B1 (CF10)– Due Diligence Documents for
Conveyance of Business
� Exhibit B2 (CF11)– Due Diligence Documents of
Conveyance of Residential, Office, Retail, or Industrial
Building
� Exhibit B3 (CF13) – Due Diligence Documents for
Conveyance of Equipment and/or other Personal Property
� Exhibit C (CF19) – Additions to Seller’s Closing Documents
� Exhibit D (CF22) - Seller’s Warranties and Representations
Handout Page 10
THIS FORM IS COPYRIGHTED AND MAY ONLY BE USED IN REAL ESTATE TRANSACTIONS IN WHICH _____________________________ IS INVOLVED AS A REAL ESTATE LICENSEE. UNAUTHORIZED USE OF THE FORM MAY RESULT IN LEGAL SANCTIONS BEING BROUGHT AGAINST THE USER AND SHOULD BE REPORTED TO THE GEORGIA ASSOCIATION OF REALTORS® AT (770) 451-1831.
Copyright© 2019 by Georgia Association of REALTORS®, Inc. F825, Confidentiality and Non-Disclosure Agreement, Page 1 of 3, 01/01/19
CONFIDENTIALITY AND NON- DISCLOSURE AGREEMENT
Date: __________________________________________
2019 Printing
THIS AGREEMENT (“Agreement”) is made on the date set forth above by and between __________________________________________
(“Potential Buyer”), _________________________________ (“Selling Broker/Agent”), _________________________________________
(“Listing Broker/Agent”) and _______________________________________________________ (“Seller”) with regard to the property and / or
__________________________________________________________________________________ business (“Business”) located at:
________________________________________________________________________________________________________
________________________________________________________________________________________________________
______________________________________________________________________________________________, Georgia. (“Property”)
For and in consideration of Ten ($10) Dollars and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Restriction on the Dissemination of Information. Seller will only allow the information described in Exhibit “A” attached hereto and
incorporated herein to be given to the Potential Buyer (“Recipient”) and Selling Broker if they first agree to the terms of this Agreement. 2. Confidentiality. Recipient and Selling Broker shall use the Information exclusively for the purpose of evaluating the possible purchase of
the Property and/or Business and will not use or duplicate the Information for any other purpose. Recipient and Selling Broker shall keep the Information strictly confidential and shall not disclose them to any other party, provided, however, Recipient and Selling Broker may share the Information with Recipients’ advisors, attorneys, accountants, consultants, bankers, or financial advisors (the “Associated Parties”) to the extent such persons need to review the Information in order to provide Recipient with advice related to the contemplated acquisition. Recipient shall provide written notice to the Associated Parties of the confidential nature of the Information and cause the Associated Parties to keep the Information in strictest confidence and shall only use the Information in accordance with this Agreement. Notwithstanding anything to the contrary herein, the term “Information” shall not include materials and information that is or becomes available to the public generally (other than as a result of a breach of this Agreement, or any similar confidentiality agreement with another party). In the event Recipient and/or Selling Broker are required by any law, governmental regulation, court or legislative or administrative body to disclose any of the Information, Recipient and/or Selling Broker shall provide Listing Broker and Seller with notice of such requirement in order to afford them an opportunity to seek an appropriate protective order. However, if they are unable to obtain or do not seek such protective order and Recipient and/or Selling Broker are compelled to disclose the Information under pain of liability for contempt or other censure or penalty, disclosure of such Information may be made by the Recipient and/or Selling Broker without liability.
3. Return of Information. Recipient and Selling Broker shall promptly either destroy the Information or return it to Listing Broker (and all
copies thereof), without retaining any copies thereof, in the event of the occurrence of any of the following: (a) Recipient elects not to proceed with the contemplated transaction; or (b) upon Broker’s or Owner’s request.
4. No Disclosure. Recipient and Selling Broker shall not disclose the existence of this Agreement, the fact that discussions are taking
place regarding the Contemplated Transaction or any of the terms thereof, or conduct any discussions or inquiries relating to the contemplated transaction with any other person or entity, except as may be expressly permitted herein.
5. No Warranties. Owner and Listing Broker do not make any representations or warranties of any nature, express or implied, with respect
to the accuracy, completeness, or content of the Information or that actual results will conform to any projections contained therein. 6. Indemnification of Recipient. Recipient hereby agrees to indemnify and hold harmless Owner and Listing Broker against any and all
costs, losses, liabilities, or expenses, including reasonable attorneys fees actually incurred, arising from any breach of this Agreement by Recipient.
7. Indemnification of Selling Broker. Selling Broker hereby agrees to indemnify and hold harmless Owner and Listing Broker against any
and all costs, losses, liabilities, or expenses, including reasonable attorneys fees actually incurred, arising from any breach of this Agreement by Selling Broker.
®Georgia
FOR . Owner and Listing Broker do
FOR . Owner and Listing Broker do
to the accuracy, completeness, o
FOR to the accuracy, completeness, o
Indemnification of Recipient
FOR
Indemnification of Recipient
FOR
costs, losses, liabilities, o
FOR
costs, losses, liabilities, o
FOR
r expenses, including reasonable a
FOR
r expenses, including reasonable aRecipient.
FOR
Recipient.
Indemnification of Selling Broker
FOR
Indemnification of Selling Broker
FOR
and all costs, losses, liabilit
FOR
and all costs, losses, liabilitAgreement by Selling Broker.
FOR
Agreement by Selling Broker.
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sively for the purpose of evaluating the possible purchase of
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Information for any other purpose. Recipient and Selling Broke
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em to any other party, provided,
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em to any other party, provided, however, Recipient and Selling
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however, Recipient and Sellingountants, consultants, bankers, or financial advisors (the “Ass
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ountants, consultants, bankers, or financial advisors (the “Asstion in order to provide Recipi
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tion in order to provide Recipiociated Parties of the confidential nature of the Information a
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ociated Parties of the confidential nature of the Information ance and shall only use the Information in accordance with this
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nce and shall only use the Information in accordance with this ontrary herein, the term “Info
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ontrary herein, the term “Information” shall not include materials and information that is or becomes
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rmation” shall not include materials and information that is or becomes breach of this Agreement, or
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breach of this Agreement, or and/or Selling Broker are requir
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and/or Selling Broker are required by any law, governmental regul
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ed by any law, governmental regulbody to disclose any of the Information, Recipient and/or Selli
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body to disclose any of the Information, Recipient and/or Selling Broker shall provide Listing
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ng Broker shall provide Listing hem an opportunity to seek an a
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hem an opportunity to seek an appropriate protective order. However, if they are unable to obtain or do not
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ppropriate protective order. However, if they are unable to obtain or do not Recipient and/or Selling Broker are compelled to disclose the Information under pain of liabili
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Recipient and/or Selling Broker are compelled to disclose the Information under pain of liabilicontempt or other censure or penalty, disclosure of such Inform
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contempt or other censure or penalty, disclosure of such Inform
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ation may be made by the Recipi
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ation may be made by the Recipi
. Recipient and Selling Broker s
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. Recipient and Selling Broker shall promptly either destroy the Information or return it t
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hall promptly either destroy the Information or return it thout retaining any copies thereof, in the e
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hout retaining any copies thereof, in the eansaction; or (b) upon Broker’s
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ansaction; or (b) upon Broker’s
. Recipient and Selling Broker s
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. Recipient and Selling Broker shall not disclose the existenc
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hall not disclose the existencontemplated Transaction or any of the terms thereof, or conduct any discussions or inquiries relating to
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ontemplated Transaction or any of the terms thereof, or conduct any discussions or inquiries relating to contemplated transaction with any other person orTR
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contemplated transaction with any other person or
. Owner and Listing Broker do TRAIN
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. Owner and Listing Broker do r content of the Information or that actual results will confoTR
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r content of the Information or that actual results will confo
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e by and between __________________________________________
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g Broker/Agent”), __________________________________
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_______ g Broker/Agent”), _________________________________________ g Broker/Agent”), __________________________________
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g Broker/Agent”), _________________________________________ g Broker/Agent”), __________________________________
_____________________ (“Seller”) with regard to the property an
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_____________________ (“Seller”) with regard to the property and / or
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d / or
___________________ business (“Busine
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___________________ business (“Business”) located at:
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ss”) located at:
________________________________________________________________________________________________________
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________________________________________________________________________________________________________
ONLY________________________________________________________________________________________________________
_______________________________, Georgia. (“Property”)
ONLY_______________________________, Georgia. (“Property”)
d valuable consideration, the receipt and sufficiency of which
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d valuable consideration, the receipt and sufficiency of which
Seller will only allow the information described in Exhibit “A” attached hereto and ONLY
Seller will only allow the information described in Exhibit “A” attached hereto and ent”) and Selling Broker if they first agree to the terms of thO
NLY
ent”) and Selling Broker if they first agree to the terms of th
Handout Page 11
Copyright© 2019 by Georgia Association of REALTORS®, Inc. F825, Confidentiality and Non-Disclosure Agreement, Page 2 of 3, 01/01/19
8. Notices. Any notice required or permitted to be given hereunder must comply with the requirements of this Paragraph. Each such notice shall be in writing and shall be delivered either by personally delivering it by hand or courier or overnight courier service to the person to whom notice is directed, or electronically, or by depositing it with the United States Postal Service, certified mail, return receipt requested, with adequate postage prepaid, addressed to the appropriate party (and marked to a particular individual's attention). Such notice shall be deemed delivered at the time of personal delivery or, if mailed, when it is delivered, or if sent by courier or overnight courier, when it is delivered or if sent by e-mail when it is transmitted provided it is sent to the e-mail address of the party to whom it is intended to be sent set forth herein. Rejection or other refusal by the addressee to accept the notice shall be deemed to be receipt of the notice. In addition, the inability to deliver the notice because of a change of address of the party of which no notice was given to the other party as provided below shall be deemed to be the receipt of the notice sent. The addresses of the parties to which notice is to be sent shall be those set forth in the signature section of this Agreement. Such addresses may be changed by either party by designating the change of address to the other parties hereto.
9. Georgia Law. This Agreement shall be governed by, construed under and interpreted and enforced in accordance with the laws of the
State of Georgia. 10. Parties Hereto. If a party referenced in this Agreement does not sign this Agreement, the Agreement shall be fully enforceable by and
between those parties signing this Agreement. 11. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of such
counterparts together shall constitute one and the same instrument. 12. Third-Party Beneficiary. If Seller is not a party to this Agreement, Seller shall be an intended third-party beneficiary of this Agreement and
shall be entitled to the benefits provided herein, including the right to enforce applicable provisions hereof. 13. Time. Time is of the essence with regard to this Agreement.
FOR T
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be those set
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be those set es may be changed by either party by designating the change of
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. This Agreement shall be governed by, construed under and interpreted and enforced in accordance with the laws of the
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. This Agreement shall be governed by, construed under and interpreted and enforced in accordance with the laws of the
reement, the Agreement shall
ONLYreement, the Agreement shall be fully enforceable by and
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f which shall be deemed an original, and all of such
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f which shall be deemed an original, and all of such
n intended third-party beneficiary of this Agreement and
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n intended third-party beneficiary of this Agreement and able provisions hereof. O
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able provisions hereof.
Handout Page 12
Copyright© 2019 by Georgia Association of REALTORS®, Inc. F825, Confidentiality and Non-Disclosure Agreement, Page 3 of 3, 01/01/19
Buyer Acceptance and Contact Information Seller Acceptance and Contact Information
_________________________________________________ _________________________________________________ 1 Buyer’s Signature 1 Seller’s Signature
______________________________ _______________ ______________________________ ______________ Print or Type Name Date Print or Type Name Date _________________________________________________ _________________________________________________ Buyer’s Address for Receiving Notice Seller’s Address for Receiving Notice
_________________________________________________ _________________________________________________ _____ _______ Buyer’s Phone Number: Cell Home Work Seller’s Phone Number: Cell Home Work _________________________________________________ _________________________________________________ Buyer’s E-mail Address Seller’s E-mail Address _________________________________________________ _________________________________________________
2 Buyer’s Signature 2 Seller’s Signature
______________________________ _______________ ______________________________ ______________ Print or Type Name Date Print or Type Name Date _________________________________________________ _________________________________________________ Buyer’s Address for Receiving Notice Seller’s Address for Receiving Notice
_________________________________________________ _________________________________________________ _____ _______ Buyer’s Phone Number: Cell Home Work Seller’s Phone Number: Cell Home Work _________________________________________________ _________________________________________________ Buyer’s E-mail Address Seller’s E-mail Address
Additional Signature Page (F267) is attached. Additional Signature Page (F267) is attached.
Selling Broker/Affiliated Licensee Contact Information Listing Broker/Affiliated Licensee Contact Information
_________________________________________________ _________________________________________________ Selling Brokerage Firm Listing Broker Firm ________________________________ _______________ ________________________________ ______________ Broker/Affiliated Licensee Signature Date Broker/Affiliated Licensee Signature Date ________________________ ______________________ ________________________ _____________________ Print or Type Name GA Real Estate License # Print or Type Name GA Real Estate License # ___ _ Licensee’s Phone Number Fax Number Licensee’s Phone Number Fax Number _________________________________________________ _________________________________________________ Licensee’s E-mail Address Licensee’s Email Address _________________________________________________ _________________________________________________ REALTOR® Membership REALTOR® Membership
_________________________________________________ _________________________________________________ Broker’s Address Broker’s Address
_________________________________________________ _________________________________________________ ___ _ Broker’s Phone Number Fax Number Broker’s Phone Number Fax Number _______________ __________________________ _______________ ____________________________ MLS Office Code Brokerage Firm License Number MLS Office Code Brokerage Firm License Number
FOR ___ _
FOR ___ _
FOR Licensee’s Phone Number Fax Number
FOR Licensee’s Phone Number Fax Number
_________________________________________________ _________________________________________________
FOR
_________________________________________________ _________________________________________________ Licensee’s E-mail Address
FOR
Licensee’s E-mail Address
_________________________________________________ _________________________________________________
FOR
_________________________________________________ _________________________________________________ REALTOR® Membership
FOR
REALTOR® Membership
FOR
_________________________________________________ _________________________________________________
FOR
_________________________________________________ _________________________________________________ Broker’s Address Broker’s Address FO
R
Broker’s Address Broker’s Address FOR
_________________________________________________ _________________________________________________ FOR
_________________________________________________ _________________________________________________
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Print or Type Name Date Print or Type Name Date
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Print or Type Name Date Print or Type Name Date
_________________________________________________ _________________________________________________
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tice Seller’s Address for Re
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_________________________________________________ _________________________________________________
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_________________________________________________ _________________________________________________
_____ _______
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_____ _______
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Work Seller’s Phone Number:
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Work Seller’s Phone Number:
_________________________________________________ _________________________________________________
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_________________________________________________ _________________________________________________ Buyer’s E-mail Address Seller’s E-mail Address
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Buyer’s E-mail Address Seller’s E-mail Address
Additional Signature Page (F267) is attached.
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Additional Signature Page (F267) is attached.
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Selling Broker/Affiliated Licensee Contact Information Listing Broker/Affiliated Licensee Contact Information
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Selling Broker/Affiliated Licensee Contact Information Listing Broker/Affiliated Licensee Contact Information
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_________________________________________________ _________________________________________________
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_________________________________________________ _________________________________________________ Selling Brokerage Firm Listing Broker Firm
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Selling Brokerage Firm Listing Broker Firm
________________________________ _______________ ________________________________ ______________
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________________________________ _______________ ________________________________ ______________ Broker/Affiliated Licensee Signature
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Broker/Affiliated Licensee Signature Date
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Date
________________________ ______________________ ________________________ _____________________
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________________________ ______________________ ________________________ _____________________ Print or Type Name GA Real EstatTR
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Print or Type Name GA Real EstatTRAIN
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___ _ TRAIN
ING
___ _ TRAIN
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Licensee’s Phone Number Fax Number TRAIN
ING
Licensee’s Phone Number Fax Number
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_________________________________________________ _________________________________________________
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_________________________________________________ _________________________________________________
_________________________________________________ _________________________________________________
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_________________________________________________ _________________________________________________
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ONLY
Home
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Home
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Work
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Work
_________________________________________________ _________________________________________________
ONLY_________________________________________________ _________________________________________________
_________________________________________________ _________________________________________________
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_________________________________________________ _________________________________________________
______________________________ _______________ ______________________________ ______________ ONLY
______________________________ _______________ ______________________________ ______________ Print or Type Name Date Print or Type Name Date O
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Print or Type Name Date Print or Type Name Date
Handout Page 13
THIS FORM IS COPYRIGHTED AND MAY ONLY BE USED IN REAL ESTATE TRANSACTIONS IN WHICH _____________________________ IS INVOLVED AS A REAL ESTATE LICENSEE. UNAUTHORIZED USE OF THE FORM MAY RESULT IN LEGAL SANCTIONS BEING BROUGHT AGAINST THE USER AND SHOULD BE REPORTED TO THE GEORGIA ASSOCIATION OF REALTORS® AT (770) 451-1831.
Copyright© 2019 by Georgia Association of REALTORS®, Inc. CF58, Commercial Letter of Intent (For Purchase of Property), Page 1 of 2, 01/01/19
COMMERCIAL LETTER OF INTENT (FOR PURCHASE OF PROPERTY)
Date: ____________________________________
2019 Printing
To: __________________________________:
Re: _________________________________________________________________________________________________ (Address)
This Letter of Intent sets forth the basic terms on which ____________________________________________________ (“Buyer”) would consider purchasing the above referenced property (“Property”) from _________________________________________________ (“Seller”).
This Letter of Intent, even if signed by Seller and Buyer, is not intended as and shall under no circumstances constitute an offer to purchase real property by either Buyer or Seller or a Purchase and Sale Agreement between Buyer and Seller. Instead, it is merely an expression of interest by the undersigned of the terms and conditions under which Buyer and Seller might enter into a Purchase and Sale Agreement for the Property. Upon this Letter of Intent being signed by the undersigned, the Buyer and Seller agree to work together in good faith to attempt to negotiate and enter into a mutually acceptable Purchase and Sale Agreement for the Property with the terms and conditions set forth herein being the basis for such negotiations.
Buyer proposes the following principal terms with respect to the Purchase of Property:
1. SELLER: ____________________________________________________________________________________________________ 2. BUYER: ____________________________________________________________________________________________________
3. PROPERTY: _________________________________________________________________________________________________
____________________________________________________________________________________________________________
4. PURCHASE PRICE: ___________________________________________________________________________________________
____________________________________________________________________________________________________________
5. EARNEST MONEY: ____________________________________________________________________________________________
6. DUE DILIGENCE PERIOD: ______________________________________________________________________________________
____________________________________________________________________________________________________________
7. OTHER CONTINGENCIES OR CONDITIONS PRECEDENT: ___________________________________________________________
____________________________________________________________________________________________________________
8. ALLOCATION OF COSTS: ______________________________________________________________________________________
____________________________________________________________________________________________________________
9. PERMITTED TITLE EXCEPTIONS: _______________________________________________________________________________
____________________________________________________________________________________________________________
10. CLOSING DATE: ______________________________________________________________________________________________
11. REAL ESTATE COMMISSIONS: __________________________________________________________________________________
____________________________________________________________________________________________________________
12. CONFIDENTIALITY: ___________________________________________________________________________________________
13. COUNTERPARTS: This Letter of Intent may be executed in one or more counterparts, each of which will be deemed an original copy of this Letter of Intent.
®Georgia
FOR 9. PERMITTED TITLE EXCEPTIONS: _______________________________
FOR 9. PERMITTED TITLE EXCEPTIONS: _______________________________
___________________________
FOR ___________________________
10. CLOSING DATE: _____________________________________________
FOR
10. CLOSING DATE: _____________________________________________
11. REAL ESTATE COMMISSIONS: __________________________________
FOR
11. REAL ESTATE COMMISSIONS: __________________________________
___________________________
FOR
___________________________
12. CONFIDENTIALITYFOR
12. CONFIDENTIALITY
13. COUNTERPARTS: This Letter ofFOR
13. COUNTERPARTS: This Letter ofthis Letter of Intent. FO
R
this Letter of Intent.
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ING ______________________________________________________________
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ING ______________________________________________________________
2. BUYER: ____________________________________________________
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2. BUYER: _____________________________________________________________
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_________2. BUYER: _____________________________________________________________2. BUYER: ____________________________________________________
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2. BUYER: _____________________________________________________________2. BUYER: ____________________________________________________ _______________________________________
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_______________________________________ ________________________________________________ _________
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________________________________________________ _________
_____________________________________________________________________
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_____________________________________________________________________
_________________________________________________________________________________
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_________________________________________________________________________________
___________________________________________________________________
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___________________________________________________________________
_________________________________________________________________________________
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_________________________________________________________________________________
5. EARNEST MONEY: _____________________________________________
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5. EARNEST MONEY: _____________________________________________
6. DUE DILIGENCE PERIOD: ______________________________________
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6. DUE DILIGENCE PERIOD: ______________________________________
_________________________________________________________________________________
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_________________________________________________________________________________
ONDITIONS PRECEDENT: _______________
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ONDITIONS PRECEDENT: _______________
___________________________
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____________________________________________________________________________________________________________
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_________________________________________________________________________________ ____________________________________________________________________________________________________________ ___________________________
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____________________________________________________________________________________________________________ ___________________________
COSTS:
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COSTS: ________________
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________________
___________________________TRAIN
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____________________________________________________________________________________________________________ TRAIN
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_________________________________________________________________________________ ____________________________________________________________________________________________________________ ___________________________TRAIN
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____________________________________________________________________________________________________________ ___________________________TRAIN
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9. PERMITTED TITLE EXCEPTIONS: _______________________________TRAIN
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9. PERMITTED TITLE EXCEPTIONS: _______________________________
ONLY
______________________________________ (Address)
ONLY
______________________________________ (Address)
_______________________________________________ (“Buyer”) would
ONLY
_______________________________________________ (“Buyer”) wouldfrom _________________________________________________ (“Seller
ONLYfrom _________________________________________________ (“Seller
rcumstances constitute an o
ONLYrcumstances constitute an offer to purchase
ONLYffer to purchase
r. Instead, it is merely an ex
ONLYr. Instead, it is merely an ex
into a Purchase and Sale Agre
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into a Purchase and Sale Agreagree to work together in good
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agree to work together in good Sale Agreement for the Property w
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Sale Agreement for the Property with the terms and conditions s
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ith the terms and conditions s
Handout Page 14
Copyright© 2019 by Georgia Association of REALTORS®, Inc. CF58, Commercial Letter of Intent (For Purchase of Property), Page 2 of 2, 01/01/19
Additional pages are attached.
If the above-referenced terms and conditions of a possible Purchase and Sale Agreement are acceptable and the undersigned would like to move forward to negotiate and prepare a Purchase and Sale Agreement, please so indicate by signing and dating the appropriate spaces below.
Sincerely,
Agreed to and accepted this date of: Agreed to and accepted this date of:
_________________________________________________ __________________________________________________
_________________________________________________ __________________________________________________ Buyer’s Signature Seller’s Signature
_________________________________________________ __________________________________________________ Print or Type Name Print or Type Name
Title: _____________________________________________ Title: _____________________________________________
_________________________________________________ Broker’s Signature
_________________________________________________ Print or Type Name
Date: ____________________________________________
FOR Seller’s Si
FOR Seller’s Si
FOR _________________________________________________ __________________________________________________
FOR _________________________________________________ __________________________________________________
Print or Type Name Print or Type Name
FOR
Print or Type Name Print or Type Name
Title: _____________________________________________
FOR
Title: _____________________________________________
_________________________________________________ FOR
_________________________________________________ FOR
Broker’s Signature FOR
Broker’s Signature
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ING
If the above-referenced terms and conditions of a possible Purc
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ING
If the above-referenced terms and conditions of a possible Purchase and Sale Agreement are acc
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ING
hase and Sale Agreement are accmove forward to negotiate and prepare a Purchase and Sale Agree
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ING
move forward to negotiate and prepare a Purchase and Sale Agreement, please so indicate by signing and dating the appropriate
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ING
ment, please so indicate by signing and dating the appropriate
Agr
TRAIN
ING
Agr
_________________________________________________ __________________________________________________
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ING
_________________________________________________ __________________________________________________
_________________________________________________ __________________________________________________ TRAIN
ING
_________________________________________________ __________________________________________________ Seller’s SiTR
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ING
Seller’s Si
ONLY
Handout Page 15
THIS FORM IS COPYRIGHTED AND MAY ONLY BE USED IN REAL ESTATE TRANSACTIONS IN WHICH _____________________________ IS INVOLVED AS A REAL ESTATE LICENSEE. UNAUTHORIZED USE OF THE FORM MAY RESULT IN LEGAL SANCTIONS BEING BROUGHT AGAINST THE USER AND SHOULD BE REPORTED TO THE GEORGIA ASSOCIATION OF REALTORS® AT (770) 451-1831.
Copyright© 2019 by Georgia Association of REALTORS®, Inc. CF04, Commercial Purchase and Sale Agreement, Page 1 of 7, 01/01/19
COMMERCIAL PURCHASE AND SALE AGREEMENT
Offer Date: ________________________________________
2019 Printing A. KEY TERMS AND CONDITIONS
1. Purchase and Sale. The undersigned buyer(s) (“Buyer”) agree to buy and the undersigned seller(s) (“Seller”) agree to sell the real property described below including all fixtures, improvements and landscaping therein (“Property”) on the terms and conditions set forth in this Agreement. a. Property Identification: Address: _____________________________________________________________________________
City ____________________________, County _________________________________, Georgia, Zip Code __________________
MLS Number: _____________________________________ Tax Parcel I.D. Number: ______________________________________
b. Legal Description: The legal description of the Property is [select one of the following below]: (1) attached as an exhibit hereto;
(2) the same as described in Deed Book _________, Page _________ of the land records of the above county; OR
(3) Land Lot(s) ________________ of the __________________ District, _______________________________ Section/ GMD, Lot ____________, Block ______________, Unit _____________, Phase/Section _________________________________ of ____________________________________________________________________ Subdivision/Development, according to the plat recorded in Plat Book ____________, Page ___________, et. seq., of the land records of the above county.
2. Purchase Price of Property to be Paid by Buyer. $
3. Closing Costs. Seller’s Contribution at Closing: $
4. Closing and Possession. a. Closing Date:
b. Seller Retains Possession
of Property Through:
5. Holder of Earnest Money (“Holder”).
6. Closing Attorney/Law Firm.
7. Earnest Money. Earnest Money shall be paid by check cash or wire transfer of immediately available funds as follows:
a. $_____________________________ as of the Offer Date.
b. $____________________________ within ____ days from the Binding Agreement Date.
c. _________________________________________________________________________________________________
8. Due Diligence Period: Property is being sold subject to a Due Diligence Period of _____ days from the Binding Agreement Date.
9. Buyer shall have _____ days from the Binding Agreement Date in which to furnish written title objections to Seller.
10. Seller shall deliver Due Diligence Materials to Buyer within ______ days from Binding Agreement Date.
11. Buyer may OR may not assign this Agreement in accordance with the terms of this Agreement.
12. Disputes regarding earnest money shall be resolved by a reasonable interpretation by Holder; OR arbitration. 13. Brokerage Relationships in this Transaction.
a. Selling Broker is _____________________________ and is:
(1) representing Buyer as a client.
(2) working with Buyer as a customer.
(3) acting as a dual agent representing Buyer and Seller.
(4) acting as a designated agent where: _______________________________________________ has been assigned to exclusively represent Buyer.
b. Listing Broker is ____________________________ and is:
(1) representing Seller as a client.
(2) working with Seller as a customer.
(3) acting as a dual agent representing Buyer and Seller.
(4) acting as a designated agent where: _______________________________________________ has been assigned to exclusively represent Seller.
c. Material Relationship Disclosure: The material relationships required to be disclosed by either Broker are as follows: __________________________________________________________________________________________________________
14. Time Limit of Offer. The Offer set forth herein expires at _______ o’clock ____.m. on the date ________________________________.
Buyer(s) Initials _____________________________________ Seller(s) Initials ________________________________________
®Georgia
FOR
13. Brokerage Relationships in this Transaction.
FOR
13. Brokerage Relationships in this Transaction.a. Selling Broker is
FOR a. Selling Broker is _____________________________
FOR _____________________________
representing Buyer as a client.
FOR representing Buyer as a client.
working with Buyer as a customer.
FOR working with Buyer as a customer.
FOR
acting as a dual agent representing Buyer and Seller.
FOR
acting as a dual agent representing Buyer and Seller.
(4)
FOR
(4)
FOR
acting as a des
FOR
acting as a des
FOR
ignated agen
FOR
ignated agen_________________________
FOR
_________________________has been assigned to exclusively represent Buyer.
FOR
has been assigned to exclusively represent Buyer.
c. Material Relationship Disclosure:
FOR
c. Material Relationship Disclosure: __________________________________________FO
R
__________________________________________
14. Time Limit of Offer. FOR
14. Time Limit of Offer. FOR
FOR T
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ING _____________________________________________
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ING _____________________________________________
et. seq., of the land records of the above county.
TRAIN
ING et. seq., of the land records of the above county.
3. Closing Costs.
TRAIN
ING 3. Closing Costs.
Seller’s Contribution at Closing:
TRAIN
ING Seller’s Contribution at Closing:
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ING
b. Seller Retains Possession
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ING
b. Seller Retains Possession of Property Through:
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of Property Through:
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6. Closing Attorney/Law Firm.
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6. Closing Attorney/Law Firm.
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ING
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ING
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cash or
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cash or
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wire transfer of immediately available funds
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wire transfer of immediately available funds
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ING
f the Offer Date.
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ING
f the Offer Date.
$____________________________ within ____ day
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ING
$____________________________ within ____ days from the Bindin
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ING
s from the Bindin
_____________________________________________________________
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ING
_____________________________________________________________
Property is being sold subjec
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Property is being sold subject to a Due Diligence Period of __
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t to a Due Diligence Period of __
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ING
he Binding Agreement Date in
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ING
he Binding Agreement Date in
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Materials to Buyer within __
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Materials to Buyer within __
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assign this Agreement in accor
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assign this Agreement in accor
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Disputes regarding earnest money s
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ING
Disputes regarding earnest money shall be resolved by a reasona
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hall be resolved by a reasona
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ING
13. Brokerage Relationships in this Transaction.TRAIN
ING
13. Brokerage Relationships in this Transaction.TRAIN
ING
_____________________________TRAIN
ING
_____________________________
representing Buyer as a client. TRAIN
ING
representing Buyer as a client.
ONLY
gned seller(s) (“Seller”) agree to sell the real
ONLY
gned seller(s) (“Seller”) agree to sell the real nd landscaping therein (“Property”) on the terms and conditions
ONLY
nd landscaping therein (“Property”) on the terms and conditions set forth in
ONLY
set forth in
_______________________
ONLY
_______________________
____________, Georgia, Zip Code __________________
ONLY____________, Georgia, Zip Code __________________
__________ Tax Parcel I.D. Number: ______________________________________
ONLY__________ Tax Parcel I.D. Number: ______________________________________
the land records o
ONLY
the land records of the above county;
ONLY
f the above county;
, ______________
ONLY
, _______________________________ Section/ GMD,
ONLY
_________________ Section/ GMD, , _______________________________ Section/ GMD, , ______________
ONLY
, _______________________________ Section/ GMD, , ______________se/Section ____________O
NLY
se/Section _________________________________ of ONLY
_____________________ of se/Section _________________________________ of se/Section ____________ONLY
se/Section _________________________________ of se/Section _________________ Subdivision/Development, according to O
NLY
_____ Subdivision/Development, according to et. seq., of the land records of the above county. O
NLY
et. seq., of the land records of the above county. ONLY
ONLY
Handout Page 16
Copyright© 2019 by Georgia Association of REALTORS®, Inc. CF04, Commercial Purchase and Sale Agreement, Page 2 of 7, 01/01/19
B. CORRESPONDING PARAGRAPHS FOR SECTION A
1. Purchase Price and Method of Payment. The Purchase Price shall be paid in U.S. Dollars at closing by wire transfer of immediately available funds, or such other form of payment acceptable to the closing attorney.
2. Due Diligence. Buyer has paid Seller the sum of $25, the receipt of which is hereby acknowledged by Seller, as option money for Buyer having the right to terminate this agreement during the Due Diligence Period. Prior to closing, Buyer and Buyer’s agents shall have the right to enter upon Property at Buyer’s expense, and at reasonable times, to inspect, survey, examine, and test Property as Buyer may deem necessary as part of Buyer’s acquisition of Property. Buyer shall indemnify and hold Seller and all Brokers harmless from and against any and all claims, injuries, and damages to persons and/or property arising out of or related to the exercise of Buyer’s rights hereunder. During the Due Diligence Period Buyer may evaluate Property, the feasibility of the transaction, the availability and cost of financing, and any other matter of concern to Buyer. During the Due Diligence Period, Buyer shall have the right to terminate this Agreement upon notice to Seller if Buyer determines, based on an evaluation of the above, that it is not desirable to proceed with the transaction. In such event, Holder shall promptly refund Buyer’s earnest money in accordance with the earnest money paragraph below.
3. Earnest Money. a. Receipt: In the event Buyer terminates this Agreement during the Due Diligence Period or does not otherwise close this transaction,
Buyer shall promptly return all Due Diligence materials to Seller. The earnest money shall be deposited into Holder’s escrow/trust account (with Holder being permitted to retain the interest if the account is interest bearing) not later than: (a) five (5) banking days after the Binding Agreement Date hereunder or (b) five (5) banking days after the date it is actually received if it is received after the Binding Agreement Date. If Buyer writes a check for earnest money and the same is deposited into Holder’s escrow/trust account, Holder shall not be required to return the earnest money until the check has cleared the account on which the check was written. In the event any earnest money check is dishonored for any reason by the bank upon which it is drawn, Holder shall promptly give notice to Buyer and Seller. Buyer shall have 3 banking days after notice to deliver good funds to Holder. In the event Buyer does not timely deliver good funds, Seller shall have the right to terminate this Agreement upon written notice to Buyer.
b. Entitlement to Earnest Money: Subject to the Disbursement of earnest money paragraph below: (1) Buyer shall be entitled to the earnest money upon: (a) failure of the parties to enter into a binding agreement; (b) failure of any
contingency or condition to which this Agreement is subject; (c) termination of this Agreement due to the default of Seller; (d) the termination of this Agreement in accordance with a specific right to terminate set forth in the Agreement; or (e) upon the closing of Property.
(2) Seller shall be entitled to the earnest money if this Agreement is terminated due to the default of Buyer. In such event, Holder may pay the earnest money to Seller by check, which if accepted and deposited by Seller, shall constitute liquidated damages in full settlement of all claims of Seller. It is agreed to by the parties that such liquidated damages are not a penalty and are a good faith estimate of Seller’s actual damages, which damages are difficult to ascertain.
c. Disbursement of Earnest Money: Holder shall disburse Earnest Money only as follows: (a) at Closing; (b) upon a subsequent written agreement signed by Buyer and Seller; (c) as set forth below in the event of a dispute regarding earnest money; or (d) the failure of the parties to enter into a binding agreement (where there is no dispute over the formation or enforceability of the Agreement). No party shall seek damages from Holder, nor shall Holder be liable for any such damages, for any matter arising out of or related to the performance of Holder’s duties hereunder.
d. Disputes Regarding Earnest Money: In the event Buyer or Seller notifies Holder of a dispute regarding the disposition of Earnest Money that Holder cannot resolve, Holder shall settle the dispute in accordance with method selected on the cover page of this Agreement. (1) Reasonable Interpretation by Holder: In the event earnest money disputes are to be resolved by Holder herein, Holder may
disburse the earnest money upon a reasonable interpretation of the Agreement, provided that Holder first gives all parties 10 days notice stating to whom and why the disbursement will be made. Any party may object to the proposed disbursement by giving written notice of the same to Holder within the ten (10) day notice period. Objections not timely made in writing shall be deemed waived. If Holder receives an objection and after considering it, decides to disburse the earnest money as originally proposed, Holder may do so and send notice to the parties of Holder’s action. If Holder decides to modify its proposed disbursement, Holder shall first send a new ten (10) day notice to the parties stating the rationale for the modification and to whom the disbursement will now be made. If there is a dispute over the earnest money which the parties cannot resolve after a reasonable period of time, and where Holder has a bona fide question as to who is entitled to the earnest money, Broker may interplead the earnest money into a court of competent jurisdiction. Holder shall be reimbursed for and may deduct from any funds interpleaded, its costs and expenses, including reasonable attorney’s fees actually incurred. The prevailing defendant in the interpleader lawsuit shall be entitled to collect its attorney’s fees and court costs and the amount deducted by Holder from the non-prevailing defendant.
(2) Arbitration: In the event arbitration is selected as the method to resolve earnest money disputes, such disputes shall be resolved by arbitration in accordance with the Federal Arbitration Act 9 U.S.C. § 1 et. seq. and the rules and procedures of the arbitration company selected to administer the arbitration. Upon making or receiving a demand for arbitration, the parties shall work together in good faith to select a mutually acceptable arbitration company with offices in Georgia to administer and conduct the arbitration. If the parties cannot mutually agree on an arbitration company, the company shall be selected as follows. Each party shall simultaneously exchange with the other party a list of three arbitration companies with offices in Georgia acceptable to that party to administer and conduct the arbitration. If there is only one (1) arbitration company that is common to both lists, that company shall administer and conduct the arbitration. If there is more than one arbitration company that is common to both lists, the parties shall either mutually agree on which arbitration company shall be selected or flip a coin to select the arbitration company. If there is not initially a common arbitration company on the lists, the parties shall repeat the process by expanding their lists by two each time until there is a common name on the lists selected by the parties. The decision of the arbitrator shall be final and the arbitrator shall have authority to award attorneys’ fees and allocate the costs of arbitration as part of any final award.
FOR disbursement, Holder shall first send a new ten (10) day notice to the parties stating the rationale for the modification and
FOR disbursement, Holder shall first send a new ten (10) day notice to the parties stating the rationale for the modification and
whom the disbursement will now be
FOR whom the disbursement will now be
reasonable period of time, and where Holder has a bona fide que
FOR reasonable period of time, and where Holder has a bona fide que
interplead the earnest money into
FOR interplead the earnest money into
funds interpleaded, its costs
FOR
funds interpleaded, its costs interpleader lawsuit shall be entit
FOR
interpleader lawsuit shall be entitnon-prevailing defendant.
FOR
non-prevailing defendant. (2)
FOR
(2) Arbitration:
FOR
Arbitration: In the event arbitration is selected as the method to resolve earnest money disputes, such disputes shall be resolved
FOR
In the event arbitration is selected as the method to resolve earnest money disputes, such disputes shall be resolved by arbitration in accordance with the Federal Arbitration Act 9
FOR
by arbitration in accordance with the Federal Arbitration Act 9company selected to administer
FOR
company selected to administer in good faith to select a mutually acceptable arbitration compa
FOR
in good faith to select a mutually acceptable arbitration compaIf the parties cannot mutually agrFO
R
If the parties cannot mutually agrsimultaneously exchange with the otFO
R
simultaneously exchange with the ot
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ING
ce to deliver good funds to Hol
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ING
ce to deliver good funds to Holis Agreement upon written notice to Buyer.
TRAIN
ING is Agreement upon written notice to Buyer.
f earnest money paragraph below:
TRAIN
ING f earnest money paragraph below:
ure of the parties to enter int
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ING ure of the parties to enter into a binding agreement; (b) failu
TRAIN
ING o a binding agreement; (b) failu
contingency or condition to which this Agreement is subject; (c) termination of this Agreement
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ING
contingency or condition to which this Agreement is subject; (c) termination of this Agreementht to terminate set forth in the Agreement; or (e) upon the clo
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ING
ht to terminate set forth in the Agreement; or (e) upon the clo
the earnest money if this Agreement is terminated due to the defaul
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ING
the earnest money if this Agreement is terminated due to the defaulmay pay the earnest money to Seller by check, which if accepted
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ING
may pay the earnest money to Seller by check, which if accepted and deposited by Seller, shall constitute liquidated damages i
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ING
and deposited by Seller, shall constitute liquidated damages ifull settlement of all claims of Seller. It is agreed to by the
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ING
full settlement of all claims of Seller. It is agreed to by the parties that such liquidated dam
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ING
parties that such liquidated damual damages, which damages are di
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ING
ual damages, which damages are difficult to a
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ING
fficult to aHolder shall disburse Earnest Money only as follows: (a) at Clo
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ING
Holder shall disburse Earnest Money only as follows: (a) at Cloagreement signed by Buyer and Seller; (c) as set forth below in the event of a dispute regardi
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ING
agreement signed by Buyer and Seller; (c) as set forth below in the event of a dispute regardit (where there is n
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ING
t (where there is no dispute over the formation or
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ING
o dispute over the formation orparty shall seek damages from Holder, nor shall Holder be liabl
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ING
party shall seek damages from Holder, nor shall Holder be liable for any such damages, for any matter arising out of or relate
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ING
e for any such damages, for any matter arising out of or relate
In the event Buyer or Seller notifies Holder of a dispute rega
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ING
In the event Buyer or Seller notifies Holder of a dispute regaMoney that Holder cannot resolve, Holder shall settle the dispu
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ING
Money that Holder cannot resolve, Holder shall settle the dispu
Reasonable Interpretation by Holder:
TRAIN
ING
Reasonable Interpretation by Holder: In the event earnest money disput
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ING
In the event earnest money disputthe earnest money upon a reasonable interpretation of
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ING
the earnest money upon a reasonable interpretation of days notice stating to whom and why the disbursement will be made. Any party may object to the proposed disbursement by
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ING
days notice stating to whom and why the disbursement will be made. Any party may object to the proposed disbursement by giving written notice
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ING
giving written notice of the same to Holder
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ING
of the same to Holderdeemed waived. If Holder receives an objection and after considering it, decides to disburse the earnest money as originally
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ING
deemed waived. If Holder receives an objection and after considering it, decides to disburse the earnest money as originally proposed, Holder may do so and sTR
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ING
proposed, Holder may do so and sdisbursement, Holder shall first send a new ten (10) day notice to the parties stating the rationale for the modification and TR
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ING
disbursement, Holder shall first send a new ten (10) day notice to the parties stating the rationale for the modification and whom the disbursement will now be TR
AIN
ING
whom the disbursement will now be reasonable period of time, and where Holder has a bona fide queTR
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ING
reasonable period of time, and where Holder has a bona fide que
ONLY
r shall indemnify and hold Seller and all Brokers harmless from
ONLY
r shall indemnify and hold Seller and all Brokers harmless fromelated to the exercise of Buye
ONLY
elated to the exercise of Buyer’s rights
ONLY
r’s rights transaction, the availability a
ONLY
transaction, the availability and cost of
ONLY
nd cost of ll have the right to terminate
ONLY
ll have the right to terminate this
ONLY
this t is not desirable to proceed
ONLY
t is not desirable to proceed with the
ONLY
with the s earnest money in accordance with the earnest money paragraph
ONLY
s earnest money in accordance with the earnest money paragraph below.
ONLY
below.
igence Period or does not other
ONLYigence Period or does not otherwise close this transaction,
ONLYwise close this transaction, igence Period or does not otherwise close this transaction, igence Period or does not other
ONLYigence Period or does not otherwise close this transaction, igence Period or does not other
Buyer shall promptly return all Due Diligence materials to Seller. The earnest money shall be deposited into Holder’s escrow/t
ONLYBuyer shall promptly return all Due Diligence materials to Seller. The earnest money shall be deposited into Holder’s escrow/t
not later than: (a) five (5) b
ONLY not later than: (a) five (5) b
ually received if it is receiv
ONLY
ually received if it is receivey and the same is deposited into Holder’s escrow/trust account
ONLY
ey and the same is deposited into Holder’s escrow/trust accountthe check has cleared the account
ONLY
the check has cleared the account on which the check was writte
ONLY
on which the check was writteby the bank upon which it is drawO
NLY
by the bank upon which it is drawn, Holder shall promptly give notice ONLY
n, Holder shall promptly give notice ce to deliver good funds to Hol O
NLY
ce to deliver good funds to Holder. In the event Buyer does notONLY
der. In the event Buyer does notis Agreement upon written notice to Buyer. O
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is Agreement upon written notice to Buyer. f earnest money paragraph below: O
NLY
f earnest money paragraph below:
Handout Page 17
Copyright© 2019 by Georgia Association of REALTORS®, Inc. CF04, Commercial Purchase and Sale Agreement, Page 3 of 7, 01/01/19
4. Seller’s Obligations at Closing. At Closing, Seller shall deliver to Buyer: (a) a Closing Statement; (b) Limited Warranty Deed; (c) FIRPTA Affidavit (indicating that Seller is not a “foreign person” or “foreign corporation” as that term is defined in Section 1445(f)(3) of the Internal Revenue Code of 1986); (d) an Affidavit of Seller’s Residence Regarding Georgia Withholding Tax, establishing that Seller is exempt from the requirements of O.C.G.A. § 48-7-128, the Georgia Withholding Statute (or Affidavit of Exemption or Affidavit of Seller’s Gain, if withholding is required); (e) a transfer tax declaration form properly signed and executed by Seller; and, (f) all documents which Seller must execute under the terms of this Agreement to cause the Title Company to deliver to Buyer the Title Policy, including, without limitation, a title affidavit from Seller to Buyer and to the Title Company in the form customarily used in Georgia commercial real estate transactions so as to enable the Title Company to issue Buyer the Title Policy with all standard exceptions deleted and subject only to the Permitted Exceptions and evidence reasonably satisfactory to Title Company of its due and proper authority and power to perform its obligations hereunder. In addition, Seller shall deliver to Buyer at Closing all documents/items indicated in Exhibit “C”, if any. (All documents to be delivered by Seller under this paragraph, including all documents/items indicated in Exhibit “C” are collectively “Seller’s Closing Documents”.)
5. Conditions to Closing. a. Conditions in Favor of Buyer: The obligation of Buyer to consummate the transaction contemplated herein is conditioned upon the
following conditions precedent as of the Closing Date: (1) All representations and warranties of Seller made herein shall remain true and correct; (2) Seller shall have performed all of the covenants undertaken by Seller in this Agreement to be performed by Seller at or prior to
Closing; (3) Seller shall have delivered to the Buyer properly executed originals of Seller’s Closing Documents; (4) There shall have been no material adverse change in the physical condition of Property, except as otherwise provided for in this
Agreement; and (5) The issuance at Closing of the Title Policy (or marked binder), with all standard exceptions deleted and subject only to the
Permitted Exceptions. b. Conditions in Favor of Seller: The obligation of Seller to consummate the transaction contemplated herein is conditioned upon the
following conditions precedent as of the Closing Date: (1) All representations and warranties of Buyer made herein shall remain true and correct; (2) Buyer shall have performed all of the covenants undertaken by Buyer in this Agreement to be performed by Buyer at or prior to
Closing; and (3) Buyer shall have: (a) delivered to the Seller properly executed originals of the transfer tax declaration form, title policy documents,
closing statement, and any other documents identified in Exhibit “C” that require Buyer’s signature; and (b) paid the Purchase Price, plus or minus prorations and adjustments, to Seller.
6. Costs.
a. Seller’s Costs: Seller shall pay the amount of Seller’s Monetary Contribution at Closing, if any, referenced in this Agreement, the cost of recording any title curative document, including, without limitation, satisfactions of deeds to secure debt, quitclaim deeds and financing statement terminations; all deed recording fees and the fees of Seller’s counsel.
b. Buyer’s Costs: Buyer shall pay the cost of Buyer’s counsel and consultants; all transfer taxes; any costs in connection with Buyer’s inspection of Property and any costs associated with obtaining financing for the acquisition of Property (including any intangibles tax, all deed recording fees and the cost of recording Buyer’s loan documents); and the cost of any title examination, survey of the Property obtained by Buyer and any owner’s or lender’s title insurance.
7. Taxes and Prorations. Ad valorem property taxes, community association fees, solid waste and governmental fees and utility bills for
which service cannot be terminated as of the date of closing; rents, tenant improvements costs and leasing commissions on Property for the calendar year in which the Closing takes place shall be prorated as of 12:01 a.m. on the Closing Date. In the event ad valorem property taxes are based upon an estimated tax bill or tax bill under appeal, Buyer and Seller shall, upon the issuance of the actual tax bill or the appeal being resolved, promptly make such financial adjustments between themselves as are necessary to correctly prorate the tax bill. In the event there are tax savings resulting from a tax appeal, third party costs to handle the appeal may be deducted from the savings for that tax year before re-prorating. Any pending tax appeal shall be deemed assigned to Buyer at closing.
8. Title. a. Warranties of Seller: Seller warrants that at Closing, Seller shall convey good and marketable, fee simple title to Property to Buyer by
limited warranty deed, subject only to the following exemptions: (1) Liens for ad valorem taxes not yet due and payable; (2) Those exceptions to which Buyer does not object or which Buyer waives in accordance with the Title Objections paragraph below. (3) Those Permitted Exceptions attached hereto and incorporated herein as an exhibit to which Buyer has agreed not to object. For
all purposes under this Agreement, “Good and marketable, fee simple title” with respect to Property shall be such title: (a) as is classified as “marketable” under the Title Standards of the State Bar of Georgia; and (b) as is acceptable to and insurable by a title insurance company doing business in Georgia (“Title Company”), at standard rates on an American Land Title Association Owner’s Policy (“Title Policy”).
FOR savings for that tax year befor
FOR savings for that tax year befor
a. Warranties of Seller:
FOR a. Warranties of Seller: Seller warrants that at Closing,
FOR Seller warrants that at Closing,
limited warranty deed, subject onl
FOR
limited warranty deed, subject onl(1) Liens for ad valorem ta
FOR
(1) Liens for ad valorem ta(2) Those exceptions to which Bu
FOR
(2) Those exceptions to which Bu(3) Those Permitted Exceptions
FOR
(3) Those Permitted Exceptionsall purposes under this Agreem
FOR
all purposes under this Agreemclassified as “marketable” under
FOR
classified as “marketable” undertitle insurance company doing business in Georgia (“Title CompaFO
R
title insurance company doing business in Georgia (“Title CompaOwner’s Policy (“Title Policy”). FO
R
Owner’s Policy (“Title Policy”).
TRAIN
ING ummate the transaction contemp
TRAIN
ING ummate the transaction contemp
ll remain true and correct;
TRAIN
ING ll remain true and correct;
(2) Buyer shall have performed all of the covenants undertaken by Buyer in this Agreement to be performed by Buyer at or prior
TRAIN
ING
(2) Buyer shall have performed all of the covenants undertaken by Buyer in this Agreement to be performed by Buyer at or prior
uted originals of the transfer ta
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ING
uted originals of the transfer tadocuments identified in Exhibi
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ING
documents identified in Exhibit “C” that require Buyer’s signat
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ING
t “C” that require Buyer’s signatons and adjustments, to Seller.
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ING
ons and adjustments, to Seller.
Seller’s Monetary Contribution
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ING
Seller’s Monetary Contribution e document, including, without li
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ING
e document, including, without limitation, satisfactions of deeds to secure debt, quitclaim deed
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ING
mitation, satisfactions of deeds to secure debt, quitclaim deedfinancing statement terminations; all deed recording fees and t
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ING
financing statement terminations; all deed recording fees and the fees of Seller’s counsel.
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ING
he fees of Seller’s counsel. Buyer shall pay the cost of Buye
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ING
Buyer shall pay the cost of Buyer’s counsel and consultants; all transfer taxes; any costs in connection with Buyer’s
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ING
r’s counsel and consultants; all transfer taxes; any costs in connection with Buyer’s osts associated with obtaining
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ING
osts associated with obtaining financing for the acquisition of Property (including any intang
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ING
financing for the acquisition of Property (including any intangall deed recording fees and the cost of recording Buyer’s loan
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ING
all deed recording fees and the cost of recording Buyer’s loan uyer and any owner’s or lender’s title in
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ING
uyer and any owner’s or lender’s title in
Ad valorem property taxes, community association fees, solid w
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ING
Ad valorem property taxes, community association fees, solid w
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ING
which service cannot be terminat
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ING
which service cannot be terminat
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ING
ed as of the date of closing; r
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ING
ed as of the date of closing; rthe calendar year in which the Clo
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ING
the calendar year in which the Closing takes place shall be pro
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ING
sing takes place shall be proproperty taxes are based upon an estimated tax bill or tax bill
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ING
property taxes are based upon an estimated tax bill or tax billor the appeal being resolved, promptly make such financial adju
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ING
or the appeal being resolved, promptly make such financial adjubill. In the event there are tax TR
AIN
ING
bill. In the event there are tax savings resulting from a tax appeal, third party costs to handle the appeal may be deducted TRAIN
ING
savings resulting from a tax appeal, third party costs to handle the appeal may be deducted e re-prorating. Any pending tax appeal shall be deemed assigned to Buyer at closing. TR
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e re-prorating. Any pending tax appeal shall be deemed assigned to Buyer at closing.
ONLY
tle Company of its due and proper authority and power to perfor
ONLY
tle Company of its due and proper authority and power to perforindicated in Exhibit “C”, if
ONLY
indicated in Exhibit “C”, if any. (All
ONLY
any. (All ed in Exhibit “C” are collectiv
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ed in Exhibit “C” are collectively “Seller’s
ONLY
ely “Seller’s
ated herein is conditioned upon the
ONLY
ated herein is conditioned upon the
(2) Seller shall have performed all of the covenants undertaken by Seller in this Agreement to be performed by Seller at or pr
ONLY(2) Seller shall have performed all of the covenants undertaken by Seller in this Agreement to be performed by Seller at or pr
s Closing Documents;
ONLY
s Closing Documents; sical condition of Property, except as otherwise provided for i
ONLY
sical condition of Property, except as otherwise provided for i
(5) The issuance at Closing of the Title Policy (or marked binder), with all standard excepti ONLY
(5) The issuance at Closing of the Title Policy (or marked binder), with all standard exceptions deleted and subject only to tONLY
ons deleted and subject only to t
ummate the transaction contemp ONLY
ummate the transaction contemplated herein is conditioned upon the ONLY
lated herein is conditioned upon the
Handout Page 18
Copyright© 2019 by Georgia Association of REALTORS®, Inc. CF04, Commercial Purchase and Sale Agreement, Page 4 of 7, 01/01/19
b. Title Objections: Seller shall have until the Closing to cure all valid title objections (“Title Cure Period”). Seller shall satisfy any existing liens or monetary encumbrances identified by Buyer as title objections which may be satisfied by the payment of a sum certain prior to or at Closing. Except for Seller’s obligations in the preceding sentence, if Seller fails to cure any other valid title objections of Buyer within the Title Cure Period (and fails to provide Buyer with evidence of Seller’s cure satisfactory to Buyer and to the Title Company), Buyer may, as Buyer’s sole remedies: (1) rescind the transaction contemplated hereby, in which case, Buyer shall be entitled to the return of Buyer’s earnest money; (2) waive any such objections and elect to close the transaction contemplated hereby irrespective of such title objections and without reduction of the Purchase Price; or (3) extend the Closing Date for a period of time not to exceed fifteen (15) days to allow Seller further time to cure such valid title objections. Failure to act in a timely manner under this paragraph shall constitute a waiver of Buyer’s rights hereunder. Buyer shall have the right to re-examine title prior to Closing and notify Seller at Closing of any title objections which appear of record after the date of Buyer’s initial title examination and before Closing.
9. Destruction of Property Prior to Closing. If the Property is destroyed or substantially destroyed prior to Closing, Seller shall give Buyer
prompt notice thereof, which notice shall include Seller’s reasonable estimate of: (1) the cost to restore and repair the damage; (2) the amount of insurance proceeds, if any, available for the same; and (3) whether the damage will be repaired prior to Closing. Upon notice to Seller, Buyer may terminate this Agreement within 7 days of receiving such notice from Seller. If Buyer does not terminate this Agreement, Buyer shall be deemed to have accepted Property with the damage and shall receive at Closing: (1) any insurance proceeds which have been paid to Seller but not yet spent to repair the damage; and (2) an assignment of all unpaid insurance proceeds on the claim.
10. Representations and Warranties.
a. Seller’s Representations and Warranties: As of the Binding Agreement Date and the Closing Date, Seller makes the representations and warranties to Buyer, if any, as indicated in Exhibit “D”, if attached.
b. Buyer’s Representations and Warranties: As of the Binding Agreement Date and the Closing Date, Buyer represents and warrants to Seller that Buyer has the right, power and authority to enter into this Agreement and to consummate the transaction contemplated by the terms and conditions of this Agreement; and the persons executing this Agreement on behalf of Buyer have been duly and validly authorized by Buyer to execute and deliver this Agreement and shall have the right, power and authority to enter into this Agreement and bind Buyer.
11. Brokerage. Seller has agreed to pay Listing Broker(s) a real estate commission pursuant to that certain brokerage engagement
agreement entered into between the parties and incorporated herein by reference (“Listing Agreement”). Pursuant to the terms of the Listing Agreement, the Listing Broker has agreed to share that commission with the Selling Broker.
The closing attorney is hereby authorized and directed to pay the Broker(s) at closing, their respective commissions out of the proceeds of the sale. If the sale proceeds are insufficient to pay the full commission, the party owing the commission shall pay any shortfall at closing. If more than one Broker is involved in the transaction, the closing attorney is directed to pay each Broker its respective portion of said commission. The acceptance by the Broker(s) of a partial real estate commission at the closing shall not relieve the Seller of the obligation to pay the remainder thereof after the closing unless the Broker(s) have expressly and in writing agreed to accept the lesser amount in full satisfaction of the Broker(s) claim to a commission.
12. Disclaimer. Buyer and Seller have not relied upon any advice or representations of Brokers other than what is included in this
Agreement. Brokers shall have no duty to advise Buyer and Seller on any matter relating to the Property which could have been revealed through a survey, title search, Official Georgia Wood Infestation Report, inspection by a professional home inspector or construction expert, utility bill review, an appraisal, inspection by an environmental engineering inspector, consulting governmental officials or a review of this Agreement and transaction by an attorney, financial planner, mortgage consultant or tax planner. Buyer and Seller should seek independent expert advice regarding any matter of concern to them relative to the Property and this Agreement.
13. Assignment. If Buyer does not have the right to assign this Agreement, then Buyer cannot assign this Agreement without the prior written
permission of Seller. Any such approved assignment shall not release the original Buyer from any liabilities or obligations herein. Notice of such assignment shall be delivered to the Seller within 2 working days of execution, but not less than 5 days from closing. If Buyer has the right to assign this Agreement, then this Agreement may be assigned by the Buyer to any legal entity of which the Buyer or a principal or principals of Buyer own at least a 25% interest.
14. Time Limit of Offer. The Time Limit of the Offer shall be the date and time referenced herein when the Offer expires unless prior to that
date and time both of the following have occurred: (a) the Offer has been accepted by the party to whom the Offer was made; and (b) notice of acceptance of the Offer has been delivered to the party who made the Offer.
C. OTHER TERMS AND CONDITIONS
1. Notices.
a. Generally: All notices given hereunder shall be in writing, legible and signed by the party giving the notice. In the event of a dispute regarding notice, the burden shall be on the party giving notice to prove delivery. The requirements of this notice paragraph shall apply even prior to this Agreement becoming binding. Notices shall only be delivered: (1) in person; (2) by courier, overnight delivery service or by certified or registered U.S. mail (hereinafter collectively “Delivery Service”); or (3) by e-mail or facsimile. The person delivering or sending the written notice signed by a party may be someone other than that party.
FOR of such assignment shall be delivered to the Seller within 2 working days of execution, but not
FOR of such assignment shall be delivered to the Seller within 2 working days of execution, but not
the right to assign this Agreem
FOR the right to assign this Agreem
or principals of Buyer o
FOR or principals of Buyer own at least a 25% interest.
FOR wn at least a 25% interest.
14. Time Limit of Offer.
FOR
14. Time Limit of Offer. The Time Limit of the Offer s
FOR
The Time Limit of the Offer s
FOR
FOR
date and time both of the following have occurred: (a) the Offe
FOR
date and time both of the following have occurred: (a) the Offe(b) notice of acceptance of t
FOR
(b) notice of acceptance of t
C. OTHER TERMS AND CONDITIONS
FOR
C. OTHER TERMS AND CONDITIONS
1. Notices.FOR
1. Notices. FOR
FOR
a. Generally:FOR
a. Generally:regarding notice, the burden shaFO
R
regarding notice, the burden shaapply even prior to this Agreement becoming binding. Notices sFO
R
apply even prior to this Agreement becoming binding. Notices s
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ING As of the Binding Agreement Date and the Closing Date, Buyer r
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ING As of the Binding Agreement Date and the Closing Date, Buyer r
to Seller that Buyer has the right, power and authority to enter into this Agreement and to consummate the transaction contemp
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ING to Seller that Buyer has the right, power and authority to enter into this Agreement and to consummate the transaction contemp
executing this Agreement on
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ING executing this Agreement on
nt and shall have the right, pow
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ING nt and shall have the right, pow
Seller has agreed to pay Listing Broker(s) a real estate commi
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Seller has agreed to pay Listing Broker(s) a real estate commission pursuant to that cer
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ssion pursuant to that cerein by reference (“Listing Agr
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ein by reference (“Listing Agragreed to share that commission with the Selling Broker.
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agreed to share that commission with the Selling Broker.
The closing attorney is hereby authorized and directed to pay t
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ING
The closing attorney is hereby authorized and directed to pay the Broker(s) at closing, their respective commissions out of th
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ING
he Broker(s) at closing, their respective commissions out of thof the sale. If the sale proceeds are insufficient to pay the f
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ING
of the sale. If the sale proceeds are insufficient to pay the full commission, the party owing the commission shall pay any sh
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ING
ull commission, the party owing the commission shall pay any shclosing. If more than one Broker is involved in the transaction
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closing. If more than one Broker is involved in the transaction, the closing attorney is directed to pay each Broker its respe
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ING
, the closing attorney is directed to pay each Broker its respe the Broker(s) of a partial r
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ING
the Broker(s) of a partial real estate commission at the clos
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eal estate commission at the closobligation to pay the remainder thereof after the closing unles
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obligation to pay the remainder thereof after the closing unless the Broker(s) have expressly and in writing agreed to accept
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s the Broker(s) have expressly and in writing agreed to accept Broker(s) claim to a commiss
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ING
Broker(s) claim to a commission.
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ion.
Buyer and Seller have not relied upon any advice or representa
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ING
Buyer and Seller have not relied upon any advice or representa
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Agreement. Brokers shall have no duty to advise Buyer and Selle
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ING
Agreement. Brokers shall have no duty to advise Buyer and Sellethrough a survey, title search, Official Georgia Wood Infestati
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ING
through a survey, title search, Official Georgia Wood Infestatiexpert, utility bill review, an appraisal, inspection by an env
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ING
expert, utility bill review, an appraisal, inspection by an envof this Agreement and transaction by an attorney, financial planner, mortgage consultant or tax planner. Buyer and Seller shou
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of this Agreement and transaction by an attorney, financial planner, mortgage consultant or tax planner. Buyer and Seller shouindependent expert advice regarding
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independent expert advice regarding any matter of concern to th
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any matter of concern to th
If Buyer does not have the right to assign this Agreement, then
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If Buyer does not have the right to assign this Agreement, thenpermission of Seller. Any suc TR
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permission of Seller. Any such approved assignment shall not rTRAIN
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h approved assignment shall not rof such assignment shall be delivered to the Seller within 2 working days of execution, but notTR
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of such assignment shall be delivered to the Seller within 2 working days of execution, but notent, then this Agreement may be TR
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ent, then this Agreement may be wn at least a 25% interest. TR
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wn at least a 25% interest.
ONLY
under this paragraph shall constitute a waiver of Buyer’s rights hereunder. Buyer shall have the right to re-examine title pri
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under this paragraph shall constitute a waiver of Buyer’s rights hereunder. Buyer shall have the right to re-examine title priamination and
ONLYamination and
o Closing, Seller shall give Buyer
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o Closing, Seller shall give Buyer to restore and repair the dama
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to restore and repair the damage; (2) the
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ge; (2) the epaired prior to Closing. Upon notice to
ONLY
epaired prior to Closing. Upon notice to eiving such notice from Seller. If Buyer does not terminate thi
ONLYeiving such notice from Seller. If Buyer does not terminate thi
Closing: (1) any insurance proceeds
ONLYClosing: (1) any insurance proceeds
all unpaid insurance proceeds on the
ONLYall unpaid insurance proceeds on the
As of the Binding Agreement Date and the Closing Date, Seller m
ONLY
As of the Binding Agreement Date and the Closing Date, Seller m
As of the Binding Agreement Date and the Closing Date, Buyer rONLY
As of the Binding Agreement Date and the Closing Date, Buyer rto Seller that Buyer has the right, power and authority to enter into this Agreement and to consummate the transaction contempO
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to Seller that Buyer has the right, power and authority to enter into this Agreement and to consummate the transaction contempbehalf of Buyer have been duly and O
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behalf of Buyer have been duly and
Handout Page 19
Copyright© 2019 by Georgia Association of REALTORS®, Inc. CF04, Commercial Purchase and Sale Agreement, Page 5 of 7, 01/01/19
b. Delivery of Notice: A notice to a party shall be deemed to have been delivered and received upon the earliest of the following to occur: (1) the actual receipt of the written notice by a party; (2) in the case of delivery by a Delivery Service, when the written notice is delivered to an address of a party set forth herein (or subsequently provided by the party following the notice provisions herein), provided that a record of the delivery is created; (3) in the case of delivery electronically, on the date and time the written notice is electronically sent to an e-mail address or facsimile number of a party herein (or subsequently provided by the party following the notice provisions herein). Notice to a party shall not be effective unless the written notice is sent to an address, facsimile number or e-mail address of the party set forth herein (or subsequently provided by the party following the notice provisions herein).
c. When Broker Authorized to Accept Notice for Client: Except where the Broker is acting in a dual agency capacity, the Broker and any affiliated licensee of the Broker representing a party in a client relationship shall be authorized agents of the party and notice to any of them shall for all purposes herein be deemed to be notice to the party. Notice to an authorized agent shall not be effective unless the written notice is sent to an address, facsimile number or e-mail address of the authorized agent set forth herein (or subsequently provided by the authorized agent following the notice provisions herein). Except as provided for herein, the Broker’s staff at a physical address set forth herein of the Broker or the Broker’s affiliated licensees are authorized to receive notices delivered by a Delivery Service. The Broker, the Broker’s staff and the affiliated licensees of the Broker shall not be authorized to receive notice on behalf of a party in any transaction in which a brokerage engagement has not been entered into with the party or in which the Broker is acting in a dual agency capacity. In the event the Broker is practicing designated agency, only the designated agent of a client shall be an authorized agent of the client for the purposes of receiving notice.
2. Default.
a. Rights of Buyer or Seller: A party defaulting under this Agreement shall be liable for the default. The non-defaulting party may pursue any lawful remedy against the defaulting party.
b. Rights of Broker: In the event a party defaults under this Agreement, the defaulting party shall pay as liquidated damages to every broker involved in this transaction with whom the defaulting party does not have a brokerage engagement agreement an amount equal to the share of the commission the broker would have received had the transaction closed. For purposes of determining the amount of liquidated damages to be paid by the defaulting party, the written offer(s) of compensation to such broker and/or other written agreements establishing such broker’s commission are incorporated herein by reference. The liquidated damages referenced above are a reasonable pre-estimate of the Broker(s) actual damages and are not a penalty. In the event a Broker referenced herein either has a brokerage engagement agreement or other written agreement for the payment of a real estate commission with a defaulting party, the Broker shall only have such remedies against the defaulting party as are provided for in such agreement.
c. Attorney’s Fees: In any litigation or arbitration arising out of this Agreement, including but not limited to breach of contract claims between Buyer and Seller and commission claims brought by a broker, the non-prevailing party shall be liable to the prevailing party for its reasonable attorney’s fees and expenses.
3. Other Provisions. a. Condemnation: Seller shall: (1) immediately notify Buyer if the Property becomes subject to a condemnation proceeding; and (2)
provide Buyer with the details of the same. Upon receipt of such notice, Buyer shall have the right, but not the obligation for 7 days thereafter, to terminate this Agreement upon notice to Seller in which event Buyer shall be entitled to a refund of all earnest money and other monies paid by Buyer toward the Property without deduction or penalty. If Buyer does not terminate the Agreement within this time frame, Buyer agrees to accept the Property less any portion taken by the condemnation and if Buyer closes, Buyer shall be entitled to receive any condemnation award or negotiated payment for all or a portion of the Property transferred or conveyed in lieu of condemnation.
b. Duty to Cooperate: All parties agree to do all things reasonably necessary to timely and in good faith fulfill the terms of this Agreement. Buyer and Seller shall execute and deliver such certifications, affidavits, and statements required by law or reasonably requested by the closing attorney, mortgage lender and/or the title insurance company to meet their respective requirements.
c. Electronic Signatures: For all purposes herein, an electronic or facsimile signature shall be deemed the same as an original signature; provided, however, that all parties agree to promptly re-execute a conformed copy of this Agreement with original signatures if requested to do so by, the buyer’s mortgage lender or the other party.
d. Entire Agreement, Modification and Assignment: This Agreement constitutes the sole and entire agreement between all of the parties, supersedes all of their prior written and verbal agreements and shall be binding upon the parties and their successors, heirs and permitted assigns. No representation, promise or inducement not included in this Agreement shall be binding upon any party hereto. This Agreement may not be amended or waived except upon the written agreement of Buyer and Seller. This Agreement may not be assigned by Buyer except with the written approval of Seller. Any assignee shall fulfill all the terms and conditions of this Agreement.
e. Extension of Deadlines: No time deadline under this Agreement shall be extended by virtue of it falling on a Saturday, Sunday or federal holiday except for the date of closing.
f. GAR Forms: The Georgia Association of REALTORS®, Inc. (“GAR”) issues certain standard real estate forms. These GAR forms are frequently provided to the parties in real estate transactions. No party is required to use any GAR form. Since these forms are generic and written with the interests of multiple parties in mind, they may need to be modified to meet the specific needs of the parties using them. If any party has any questions about his or her rights and obligations under any GAR form he or she should consult an attorney. The parties hereto agree that the GAR forms may only be used in accordance with the licensing agreement of GAR. While GAR forms may be modified by the parties, no GAR form may be reproduced with sections removed, altered or modified unless the changes are visible on the form itself or in a stipulation, addendum, exhibit or amendment thereto.
g. Governing Law and Interpretation: This Agreement may be signed in multiple counterparts each of which shall be deemed to be an original and shall be interpreted in accordance with the laws of Georgia. No provision herein, by virtue of the party who drafted it, shall be interpreted less favorably against one party than another. All references to time shall mean the time in Georgia. If any provision herein is to be unenforceable, it shall be severed from this Agreement while the remainder of the Agreement shall, to the fullest extent permitted by law, continue to have full force and effect as a binding contract.
FOR
d. Entire Agreement, Modification and Assignment:
FOR
d. Entire Agreement, Modification and Assignment:parties, supersedes all of their
FOR parties, supersedes all of their
and permitted assigns. No represent
FOR and permitted assigns. No represent
hereto. This Agreement may not
FOR hereto. This Agreement may not
not be assigned by Buyer except w
FOR not be assigned by Buyer except w
Agreement.
FOR
Agreement. e. Extension of Deadlines:
FOR
e. Extension of Deadlines:federal holiday except fo
FOR
federal holiday except fof. GAR Forms:
FOR
f. GAR Forms: The Georgia Association of REALTORS®, Inc. (“GAR”) issues cert
FOR
The Georgia Association of REALTORS®, Inc. (“GAR”) issues certfrequently provided to the parties i
FOR
frequently provided to the parties iand written with the interests of multiple parties in mind, the
FOR
and written with the interests of multiple parties in mind, thethem. If any party has any questions about his or her rights anFO
R
them. If any party has any questions about his or her rights anFOR
The parties hereto agree that tFOR
The parties hereto agree that tmay be modified by the parties, no GAR form may be reproduced wFO
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may be modified by the parties, no GAR form may be reproduced wvisible on the form itself or FO
R
visible on the form itself or
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ING on the broker would have received had the transaction closed. F
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ING on the broker would have received had the transaction closed. F
, the written offer(s) of compens
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corporated herein by reference. The liquidated damages referenc
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ING corporated herein by reference. The liquidated damages referenc
ages and are not a penalty. In t
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ING ages and are not a penalty. In t
agreement or other written agreement for the payment of a real estate commission with a
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agreement or other written agreement for the payment of a real estate commission with a nst the defaulting party as are provided fo
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nst the defaulting party as are provided foon arising out of this Agreement,
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on arising out of this Agreement, including but not limited to
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ING
including but not limited tobetween Buyer and Seller and commission claims brought by a bro
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ING
between Buyer and Seller and commission claims brought by a broker, the non-prevailing party shall be liable to the prevailing
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ING
ker, the non-prevailing party shall be liable to the prevailing
notify Buyer if the Property bec
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ING
notify Buyer if the Property becprovide Buyer with the details of the same. Upon receipt of su
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ING
provide Buyer with the details of the same. Upon receipt of such notice, Buyer shall have the
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ch notice, Buyer shall have the greement upon notice to Seller i
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ING
greement upon notice to Seller in which event Buyer shall be ent
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ING
n which event Buyer shall be entoward the Property without dedu
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ING
oward the Property without deduction or penalty. If Buyer does
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ction or penalty. If Buyer does o accept the Property less any p
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o accept the Property less any portion taken by the condemnation
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ortion taken by the condemnation ion award or negotiated paymen
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ion award or negotiated paymen
All parties agree to do all things reasonably necessary to tim
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ING
All parties agree to do all things reasonably necessary to timAgreement. Buyer and Seller shall execute and deliver such cert
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ING
Agreement. Buyer and Seller shall execute and deliver such certrequested by the closing attor
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ING
requested by the closing attorney, mortgage lender
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ING
ney, mortgage lender For all purposes herein, an elec
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For all purposes herein, an elecsignature; provided, however, t
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signature; provided, however, that all parties agree to promptl
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hat all parties agree to promptlsignatures if requested to do so
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signatures if requested to do so by, the buyer’s mortgage lende
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by, the buyer’s mortgage lended. Entire Agreement, Modification and Assignment:TR
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d. Entire Agreement, Modification and Assignment:parties, supersedes all of their TR
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parties, supersedes all of their prior written and verbal agreements and shall be binding upon the parties and their successorTRAIN
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prior written and verbal agreements and shall be binding upon the parties and their successorand permitted assigns. No representTR
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and permitted assigns. No represent
ONLY
d notice to
ONLY
d notice to e to the party. Notice to an authorized agent shall not be effe
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e to the party. Notice to an authorized agent shall not be effeized agent set forth herein (
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ized agent set forth herein (ice provisions herein). Except as provided for herein, the Brok
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ice provisions herein). Except as provided for herein, the Broker’s staff
ONLY
er’s staff horized to receive notices de
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horized to receive notices delivered by a
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livered by a ll not be authorized to receive
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ll not be authorized to receive notice on
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notice on ith the party or in which the
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ith the party or in which the Broker
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Broker practicing designated agency, only the designated agent of a c
ONLY practicing designated agency, only the designated agent of a client shall
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default. The non-defaulting party may
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ting party shall pay as liquidated damages to every
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ting party shall pay as liquidated damages to every action with whom the defaulting party does not have a broker O
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action with whom the defaulting party does not have a brokerage engagement agreemONLY
age engagement agreemon the broker would have received had the transaction closed. FO
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on the broker would have received had the transaction closed. For purposes of determining thONLY
or purposes of determining th, the written offer(s) of compensO
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, the written offer(s) of compensation to such broker and/or otONLY
ation to such broker and/or otcorporated herein by reference. The liquidated damages referencO
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corporated herein by reference. The liquidated damages referenc
Handout Page 20
Copyright© 2019 by Georgia Association of REALTORS®, Inc. CF04, Commercial Purchase and Sale Agreement, Page 6 of 7, 01/01/19
h. No Authority to Bind: No Broker or affiliated licensee of Broker, by virtue of this status, shall have any authority to bind any party hereto to any contract, provisions herein, amendments hereto, or termination hereof. However, if authorized in this Agreement, Broker shall have the right to accept notice on behalf of a party. Additionally, any Broker or real estate licensee involved in this transaction may perform the ministerial act of filling in the Binding Agreement Date. In the event of a dispute over the Binding Agreement Date, it may only be resolved by the written agreement of the Buyer and Seller.
i. Notice of Binding Agreement Date: The Binding Agreement Date shall be the date when a party to this transaction who has accepted an offer or counteroffer to buy or sell real property delivers notice of that acceptance to the party who made the offer or counteroffer in accordance with the Notices section of the Agreement. Notice of the Binding Agreement Date may be delivered by either party (or the Broker working with or representing such party) to the other party. If notice of accurate Binding Agreement Date is delivered, the party receiving notice shall sign the same and immediately return it to the other party.
j. Repairs: All agreed upon repairs and replacements shall be performed in a good and workmanlike manner prior to closing. k. Survival of Agreement: The following shall survive the closing of this Agreement: (1) the obligation of a party to pay a real estate
commission; (2) any warranty of title; (3) all representations of Seller regarding the Property; (4); the section on condemnation; and (5) any obligations which the parties herein agree shall survive the closing or may be performed or fulfilled after the closing.
l. Warranties Transfer: Seller agrees to transfer to Buyer, at closing, subject to Buyer’s acceptance thereof (and at Buyer’s expense, if there is any cost associated with said transfer), Seller’s interest in any existing manufacturer’s warranties, service contracts, termite treatment and/or repair guarantee and/or other similar warranties which, by their terms, may be transferable to Buyer.
m. Terminology: As the context may require in this Agreement: (1) the singular shall mean the plural and vice versa; and (2) all pronouns shall mean and include the person, entity, firm, or corporation to which they relate. The letters “N.A.” or “N/A”, if used in this Agreement, shall mean “Not Applicable”, except where the context would indicate otherwise.
n. Time of Essence: Time is of the essence of this Agreement. 4. Definitions.
a. Banking Day: A “Banking Day” shall mean a day on which a bank is open to the public for carrying out substantially all of its banking functions. For purposes herein, a “Banking Day” shall mean Monday through Friday excluding federal holidays.
b. Binding Agreement Date: The “Binding Agreement Date” shall be the date when a party to this transaction who has accepted an offer or counteroffer to buy or sell real property delivers notice of that acceptance to the party who made the offer or counteroffer in accordance with the Notices section of the Agreement.
c. Broker: In this Agreement, the term “Broker” shall mean a licensed Georgia real estate broker or brokerage firm and its affiliated licensees unless the context would indicate otherwise.
d. Business Day: A “Business Day” shall mean a day on which substantially all businesses are open for business. For all purposes herein, a “Business Day” shall mean Monday through Friday excluding federal holidays.
5. Beware of Cyber Fraud: Fraudulent e-mails attempting to get you to wire money to criminal computer hackers are increasingly common
in real estate transactions. Under this scam, computer hackers fraudulently assume the online identity of the actual mortgage lender, closing attorney and/or real estate broker with whom you are working in the real estate transaction. Posing as a legitimate company, they then direct you to wire money to them. In many cases, the fraudulent e-mail is sent from what appears to be the authentic web page of the legitimate company responsible for sending the wiring instructions. You should use great caution in sending or receiving funds based solely on wiring instructions sent to you by e-mail. Independently verifying the wiring instructions with someone from the company sending them is the best way to prevent fraud. In particular, you should treat as highly suspect any follow up e-mails you receive from a mortgage lender, closing attorney and/or real estate broker directing you to wire funds to a revised account number. Never verify wiring instructions by calling a telephone number provided along with a second set of wiring instructions since you may end up receiving a fraudulent verification from the computer hackers trying to steal your money. Independently look up the telephone number of the company who is supposed to be sending you the wiring instructions to make sure you have the right one.
6. Exhibits and Addenda. All exhibits and/or addenda attached hereto, listed below, or referenced herein are made a part of this
Agreement. If any such exhibit or addendum conflicts with any preceding paragraph, said exhibit or addendum shall control:
Exhibit “A” Legal Description
Exhibit “B” Due Diligence Materials
Exhibit “C” Addition to Seller’s Closing Documents
Exhibit “D” Seller’s Warranties and Representations
Exhibit “E” Permitted Title Exceptions
Other ___________________________________________________________________.
Other ___________________________________________________________________.
Other ___________________________________________________________________.
Other ___________________________________________________________________.
SPECIAL STIPULATIONS: The following Special Stipulations, if conflicting with any exhibit, addendum, or preceding paragraph (including any changes thereto made by the parties), shall control:
Additional Special Stipulations are attached.
FOR
Exhibit “A” Legal Description
FOR
Exhibit “A” Legal Description
Exhibit “B” Due Diligence Materials
FOR Exhibit “B” Due Diligence Materials
Exhibit “C” Addition to S
FOR Exhibit “C” Addition to Seller’s Closing Documents
FOR eller’s Closing Documents
Exhibit “D” Seller’s Warr
FOR
Exhibit “D” Seller’s Warranties and Repr
FOR
anties and Repr
Exhibit “E” Permitted Title Exceptions
FOR
Exhibit “E” Permitted Title Exceptions
Other
FOR
Other ________________________________________________________
FOR
________________________________________________________ Other ________________________________________________________ Other
FOR
Other ________________________________________________________ Other
FOR
Other
FOR
Other ________________________________________________________
FOR
________________________________________________________ Other ________________________________________________________ Other
FOR
Other ________________________________________________________ Other
FOR
Other
FOR
Other ________________________________________________________
FOR
________________________________________________________ Other ________________________________________________________ Other
FOR
Other ________________________________________________________ Other
FOR
Other
FOR
Other ________________________________________________________
FOR
________________________________________________________ Other ________________________________________________________ Other
FOR
Other ________________________________________________________ Other
FOR
SPECIAL STIPULATIONS:FOR
SPECIAL STIPULATIONS:changes thereto made FO
R
changes thereto made
TRAIN
ING : A “Banking Day” shall mean a day on which a bank is open to the public for carrying out subs
TRAIN
ING : A “Banking Day” shall mean a day on which a bank is open to the public for carrying out subs
ay through Friday excludi
TRAIN
ING ay through Friday excludi
hall be the date when a party t
TRAIN
ING hall be the date when a party t
ice of that acceptance to the par
TRAIN
ING ice of that acceptance to the party who made the offer or count
TRAIN
ING ty who made the offer or count
: In this Agreement, the term “Broker” shall mean a licensed Ge
TRAIN
ING
: In this Agreement, the term “Broker” shall mean a licensed Georgia real estate broker or brokerage firm and its affiliated
TRAIN
ING
orgia real estate broker or brokerage firm and its affiliated
: A “Business Day” shall mean a day on which substantially all
TRAIN
ING
: A “Business Day” shall mean a day on which substantially all businesses are open for business. For all purposes
TRAIN
ING
businesses are open for business. For all purposes mean Monday through Friday excluding federal holidays.
TRAIN
ING
mean Monday through Friday excluding federal holidays.
Fraudulent e-mails attempting to get you to wire money to crimi
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ING
Fraudulent e-mails attempting to get you to wire money to crimim, computer hackers
TRAIN
ING
m, computer hackers fraudulently assume the online i
TRAIN
ING
fraudulently assume the online iate broker with whom you are wo
TRAIN
ING
ate broker with whom you are working in the real estate transaction. Posing as a legitimate c
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ING
rking in the real estate transaction. Posing as a legitimate cthem. In many cases, the frau
TRAIN
ING
them. In many cases, the fraudulent e-mail is sent from what
TRAIN
ING
dulent e-mail is sent from whatthe legitimate company responsible for sending the wiring instr
TRAIN
ING
the legitimate company responsible for sending the wiring instructions. You should use great caution in sending or receiving funds based
TRAIN
ING
uctions. You should use great caution in sending or receiving funds based solely on wiring instructions sent to you by e-mail. Independe
TRAIN
ING
solely on wiring instructions sent to you by e-mail. Independently verifying the wiring instructions with someone from the co
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ING
ntly verifying the wiring instructions with someone from the cosending them is the best way to prevent fraud. In particular,
TRAIN
ING
sending them is the best way to prevent fraud. In particular, you should treat as highly suspect any follow up e-mails you re
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ING
you should treat as highly suspect any follow up e-mails you remortgage lender, closing attorney and/or real estate broker dir
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ING
mortgage lender, closing attorney and/or real estate broker dirinstructions by calling a telephone number provided along with
TRAIN
ING
instructions by calling a telephone number provided along with mputer hackers trying to ste
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ING
mputer hackers trying to stecompany who is supposed to be sendi
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ING
company who is supposed to be sending you the wiring instructio
TRAIN
ING
ng you the wiring instructio
All exhibits and/or addenda attac
TRAIN
ING
All exhibits and/or addenda attacAgreement. If any such exhibi TR
AIN
ING
Agreement. If any such exhibit or addendum conflicts with any pTRAIN
ING
t or addendum conflicts with any p
Exhibit “A” Legal Description TRAIN
ING
Exhibit “A” Legal Description
Exhibit “B” Due Diligence Materials TRAIN
ING
Exhibit “B” Due Diligence Materials
ONLY
nt Date is
ONLY
nt Date is
a good and workmanlike manner prior to closing.
ONLY
a good and workmanlike manner prior to closing. ty to pay a real estate
ONLY
ty to pay a real estate ; (4); the section on condemnation; and (5)
ONLY
; (4); the section on condemnation; and (5) fter the closing.
ONLY
fter the closing. r’s acceptance thereof (and at Buyer’s expense, if
ONLY
r’s acceptance thereof (and at Buyer’s expense, if r’s warranties, service contrac
ONLYr’s warranties, service contracts, termite
ONLYts, termite
, may be transferable to Buyer.
ONLY, may be transferable to Buyer.
shall mean the plural and vice versa; and (2) all
ONLY shall mean the plural and vice versa; and (2) all
The letters “N.A.” or “N/A”, if
ONLY
The letters “N.A.” or “N/A”, ift would indicate otherwise.
ONLY
t would indicate otherwise.
: A “Banking Day” shall mean a day on which a bank is open to the public for carrying out subsONLY
: A “Banking Day” shall mean a day on which a bank is open to the public for carrying out subsng federal holidays. O
NLY
ng federal holidays.
Handout Page 21
Copyright© 2019 by Georgia Association of REALTORS®, Inc. CF04, Commercial Purchase and Sale Agreement, Page 7 of 7, 01/01/19
Buyer Acceptance and Contact Information Seller Acceptance and Contact Information
_________________________________________________ _________________________________________________ 1 Buyer’s Signature 1 Seller’s Signature
______________________________ _______________ ______________________________ ______________ Print or Type Name Date Print or Type Name Date
_________________________________________________ _________________________________________________ Buyer’s Address for Receiving Notice Seller’s Address for Receiving Notice
_________________________________________________ _________________________________________________ Buyer’s Phone Number: Cell Home Work Seller’s Phone Number: Cell Home Work
_________________________________________________ _________________________________________________ Buyer’s E-mail Address Seller’s E-mail Address _________________________________________________ _________________________________________________
2 Buyer’s Signature 2 Seller’s Signature
______________________________ _______________ ______________________________ ______________ Print or Type Name Date Print or Type Name Date
_________________________________________________ _________________________________________________ Buyer’s Address for Receiving Notice Seller’s Address for Receiving Notice
_________________________________________________ _________________________________________________ Buyer’s Phone Number: Cell Home Work Seller’s Phone Number: Cell Home Work
_________________________________________________ _________________________________________________ Buyer’s E-mail Address Seller’s E-mail Address
Additional Signature Page (F267) is attached. Additional Signature Page (F267) is attached.
Selling Broker/Affiliated Licensee Contact Information Listing Broker/Affiliated Licensee Contact Information
_________________________________________________ _________________________________________________ Selling Brokerage Firm Listing Broker Firm ________________________________ _______________ ________________________________ ______________ Broker/Affiliated Licensee Signature Date Broker/Affiliated Licensee Signature Date
________________________ ______________________ ________________________ _____________________ Print or Type Name GA Real Estate License # Print or Type Name GA Real Estate License # Licensee’s Phone Number Fax Number Licensee’s Phone Number Fax Number
_________________________________________________ _________________________________________________ Licensee’s E-mail Address Licensee’s Email Address
_________________________________________________ _________________________________________________ REALTOR® Membership REALTOR® Membership
_________________________________________________ _________________________________________________ Broker’s Address Broker’s Address
_________________________________________________ _________________________________________________ Broker’s Phone Number Fax Number Broker’s Phone Number Fax Number
_______________ ____________________________ _______________ ____________________________ MLS Office Code Brokerage Firm License Number MLS Office Code Brokerage Firm License Number
Binding Agreement Date: The Binding Agreement Date in this transaction is the date of _________________________________________ and has been filled in by __________________________________________________.
FOR _________________________________________________ _________________________________________________
FOR _________________________________________________ _________________________________________________
Licensee’s E-mail Address
FOR Licensee’s E-mail Address
_________________________________________________ _________________________________________________
FOR
_________________________________________________ _________________________________________________
FOR
REALTOR® Membership REALTOR® Membership
FOR
REALTOR® Membership REALTOR® Membership
_________________________________________________ _________________________________________________
FOR
_________________________________________________ _________________________________________________ Broker’s Address Broker’s Address
FOR
Broker’s Address Broker’s Address
_________________________________________________ _________________________________________________
FOR
_________________________________________________ _________________________________________________
FOR
FOR
FOR
FOR
Broker’s Phone Number Fax NumberFOR
Broker’s Phone Number Fax Number
TRAIN
ING _________________________________________________ _________________________________________________
TRAIN
ING _________________________________________________ _________________________________________________
tice Seller’s Address for Re
TRAIN
ING tice Seller’s Address for Re
_________________________________________________ _________________________________________________
TRAIN
ING _________________________________________________ _________________________________________________
TRAIN
ING
TRAIN
ING
Work Seller’s Phone Number:
TRAIN
ING
Work Seller’s Phone Number:
_________________________________________________ _________________________________________________
TRAIN
ING
_________________________________________________ _________________________________________________ Buyer’s E-mail Address Seller’s E-mail Address
TRAIN
ING
Buyer’s E-mail Address Seller’s E-mail Address
Additional Signature Page (F267) is attached.
TRAIN
ING
Additional Signature Page (F267) is attached.
TRAIN
ING
Additional Signature Page (F267) is attached.
TRAIN
ING
Additional Signature Page (F267) is attached.
Selling Broker/Affiliated Licensee Contact Information Listing Broker/Affiliated Licensee Contact Information
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ING
Selling Broker/Affiliated Licensee Contact Information Listing Broker/Affiliated Licensee Contact Information
TRAIN
ING
TRAIN
ING
_________________________________________________ _________________________________________________
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ING
_________________________________________________ _________________________________________________ Selling Brokerage Firm Listing Broker Firm
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ING
Selling Brokerage Firm Listing Broker Firm
________________________________ _______________ ________________________________ ______________
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ING
________________________________ _______________ ________________________________ ______________ Broker/Affiliated Licensee Signature
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ING
Broker/Affiliated Licensee Signature Date
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ING
Date
________________________ ______________________ ________________________ _____________________
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ING
________________________ ______________________ ________________________ _____________________ Print or Type Name GA Real Estat
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ING
Print or Type Name GA Real Estat
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ING
e License # Print or Type Name
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ING
e License # Print or Type Name
TRAIN
ING
TRAIN
ING
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ING
Licensee’s Phone Number Fax Number TRAIN
ING
Licensee’s Phone Number Fax Number
_________________________________________________ _________________________________________________ TRAIN
ING
_________________________________________________ _________________________________________________ Licensee’s E-mail Address T
RAIN
ING
Licensee’s E-mail Address
ONLY
_________________________________________________ _________________________________________________
ONLY
_________________________________________________ _________________________________________________
ONLY
ONLY
Home
ONLY
Home
ONLY
Work
ONLY
Work
_________________________________________________ _________________________________________________
ONLY_________________________________________________ _________________________________________________
_________________________________________________ _________________________________________________
ONLY_________________________________________________ _________________________________________________
______________________________ _______________ ______________________________ ______________
ONLY
______________________________ _______________ ______________________________ ______________ Print or Type Name Date Print or Type Name Date
ONLY
Print or Type Name Date Print or Type Name Date
_________________________________________________ _________________________________________________ ONLY
_________________________________________________ _________________________________________________ ceiving Notice O
NLY
ceiving Notice
Handout Page 22
THIS FORM IS COPYRIGHTED AND MAY ONLY BE USED IN REAL ESTATE TRANSACTIONS IN WHICH _____________________________ IS INVOLVED AS A REAL ESTATE LICENSEE. UNAUTHORIZED USE OF THE FORM MAY RESULT IN LEGAL SANCTIONS BEING BROUGHT AGAINST THE USER AND SHOULD BE REPORTED TO THE GEORGIA ASSOCIATION OF REALTORS® AT (770) 451-1831.
Copyright© 2019 by Georgia Association of REALTORS®, Inc. CF07, Exhibit “A” Legal Description, 01/01/19
EXHIBIT “A” TO COMMERCIAL PURCHASE AND SALE AGREEMENT
Legal Description [Insert legal description]
2019 Printing
Buyer’s Initials: _____________________________________ Seller’s Initials: _____________________________________
®Georgia
FOR
FOR
FOR
FOR
FOR
FOR
FOR
FOR
FOR
FOR T
RAIN
ING O
NLY
ONLY
ONLY
ONLY
ONLY
Handout Page 23
THIS FORM IS COPYRIGHTED AND MAY ONLY BE USED IN REAL ESTATE TRANSACTIONS IN WHICH _____________________________ IS INVOLVED AS A REAL ESTATE LICENSEE. UNAUTHORIZED USE OF THE FORM MAY RESULT IN LEGAL SANCTIONS BEING BROUGHT AGAINST THE USER AND SHOULD BE REPORTED TO THE GEORGIA ASSOCIATION OF REALTORS® AT (770) 451-1831.
Copyright© 2019 by Georgia Association of REALTORS®, Inc. CF10, Exhibit “B1” Due Diligence Business & Property, 01/01/19
EXHIBIT “B1” TO COMMERCIAL PURCHASE AND SALE AGREEMENT
Due Diligence Documents for Conveyance of a Business Along with Real Property
2019 Printing
The following are Due Diligence Document lists appropriate for the sale and acquisition of a Business Along with Real Property. The Due Diligence Materials referenced below are not intended to be an exhaustive catalogue of all of the materials a Buyer might want to review prior to purchasing a Property and/or a business from Seller. Buyer may, therefore, want to request additional Due Diligence materials from Seller other than the items listed below, depending on the type of Property and/or business being sold and the nature of the transaction. [Select only those items that apply to this transaction; the items not selected shall not apply to this Agreement.]
CONVEYANCE OF A BUSINESS ALONG WITH REAL PROPERTY
All materials provided below shall be in reference to Seller’s Business. The legal name of the Business entity, if different from Seller’s name, is as follows: _______________________________________________________________________________. Seller warrants that if the Business operates under a different legal name, Seller is authorized to act on behalf of and to bind said Business entity. 1. Ownership and Management of the Business.
a. Copies of the bylaws or organization agreement for the Business;
b. A list of all of the shareholders or members of the Business;
c. Organizational chart of management and employees of the Business being sold, with name and title.
2. Financial Status of the Business.
a. Copies of audited or unaudited, but certified by Seller annual financial statements prepared by an independent certified public accountant reporting the financial results of the Business being sold for the last three (3) years, including the most recent calendar quarter(s);
b. Copies of income statements and balance sheets for the Business being sold for any calendar months not covered by the foregoing financial statements;
c. Copies of payroll tax returns and reports of the Business being sold, filed with any and all states in which the Business incurred liability for payroll taxes;
d. Copies of federal and state income tax returns for the Business being sold for the last ______________________ (___) years, together with all supporting schedules and elections.
e. A copy of the Business’ current accounts receivable and accounts payable.
3. Assets of the Business (Other Than Real Property).
a. A list of all trademarks, trade names, service marks, copyrights or other intellectual property rights or license agreements thereof, owned or used in the Business, giving a brief description of use registrations number and date of issuance of registration, name and address of any person to or from whom such tome is licensed, and a brief description of such arrangement;
b. A list of all software owned or licensed for use in the Business, giving a brief description of use registrations number and date of issuance of registration, name and address of any person to or from whom such tome is licensed, and a brief description of such arrangement;
c. A copy of any customer, vendor or supplier list used or utilized by the Business;
d. A list (with make, model, year and serial number, as appropriate) of all equipment (including vehicles) owned or leased by the business being sold or by any personal or entity affiliated with Seller and used in the Business (“the Equipment”);
e. A list and schedule of inventory of the business being sold (the “Inventory”). 4. Miscellaneous.
a. A brief description of all insurance policies maintained by the Business being sold, including the summary plan descriptions, the name of the carrier, the annual premium, the nature and amount of the coverage, the entity’s claim experience for the last five (5) years, and any outstanding claims (general liability, health, dental, malpractice, disability, workmen’s compensation, unemployment compensation);
b. A list and copies of all licenses, permit and other governmental authorizations held by the Business being sold or any affiliate of the Business being sold and necessary or useful in the conduct of the Business being sold as it is currently operated.
Buyer’s Initials: _____________________________________ Seller’s Initials: _____________________________________
®Georgia
FOR c. A copy of any customer, v
FOR c. A copy of any customer, v
d. A list (with make, model, year and serial number, as approp
FOR d. A list (with make, model, year and serial number, as approp
by the business being sold or by
FOR by the business being sold or by
e. A list and schedule of invent
FOR e. A list and schedule of invent
4. Miscellaneous.
FOR
4. Miscellaneous.
FOR
FOR
a. A brief description of all insurance policies maintained b
FOR
a. A brief description of all insurance policies maintained bthe name of the carrier, the annual premium, the nature and amo
FOR
the name of the carrier, the annual premium, the nature and amofive (5) years, and any outstanding claims (general liability,
FOR
five (5) years, and any outstanding claims (general liability, unemployment compensation);
FOR
unemployment compensation);
FOR
b. A list and copies of all licFOR
b. A list and copies of all licof the Business being sold and necFO
R
of the Business being sold and nec
TRAIN
ING siness being sold, with name and title.
TRAIN
ING siness being sold, with name and title.
annual financial statements pre
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ING
annual financial statements press being sold for the last three (3) years, including the most
TRAIN
ING
ss being sold for the last three (3) years, including the most
b. Copies of income statements and balance sheets for the Busi
TRAIN
ING
b. Copies of income statements and balance sheets for the Business being sold for any calendar months not covered by the
TRAIN
ING
ness being sold for any calendar months not covered by the
c. Copies of payroll tax returns and reports of the Business being sold, filed with any and all states in which the Business
TRAIN
ING
c. Copies of payroll tax returns and reports of the Business being sold, filed with any and all states in which the Business
come tax returns for the Busi
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ING
come tax returns for the Business being sold for the last ______________________ (___)
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ING
ness being sold for the last ______________________ (___) ting schedules and elections.
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ING
ting schedules and elections.
rrent accounts re
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ING
rrent accounts receivable and ac
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ING
ceivable and accounts payable.
TRAIN
ING
counts payable.
er Than Real Property).
TRAIN
ING
er Than Real Property).
TRAIN
ING
A list of all trademarks, trade names, service marks, copyright
TRAIN
ING
A list of all trademarks, trade names, service marks, copyrightthereof, owned or used in the Business, giving a brief descript
TRAIN
ING
thereof, owned or used in the Business, giving a brief descriptregistration, name and address of any person to or from whom su
TRAIN
ING
registration, name and address of any person to or from whom su
b. A list of all software owned or licensed for use in the Bu
TRAIN
ING
b. A list of all software owned or licensed for use in the Budate of issuance of registration,
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ING
date of issuance of registration, name and address of any perso
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ING
name and address of any perso
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ING
description of such arrangement; TRAIN
ING
description of such arrangement;
c. A copy of any customer, vTRAIN
ING
c. A copy of any customer, vendor or supplier list used or utTRAIN
ING
endor or supplier list used or ut
d. A list (with make, model, year and serial number, as appropTRAIN
ING
d. A list (with make, model, year and serial number, as approp
ONLY
Business Along with Real Property.
ONLY
Business Along with Real Property. an exhaustive catalogue of all of the materials a Buyer might
ONLY
an exhaustive catalogue of all of the materials a Buyer might want to
ONLY
want to ller. Buyer may, therefore, want to request additional Due Dili
ONLY
ller. Buyer may, therefore, want to request additional Due Diligence
ONLY
gence ing on the type of Property and/or business being sold and the
ONLY
ing on the type of Property and/or business being sold and the nature of
ONLY
nature of the items not selected shall not apply to this Agreement.]
ONLY
the items not selected shall not apply to this Agreement.]
Business. The legal name of the Business entity, if different f
ONLYBusiness. The legal name of the Business entity, if different from Seller’s
ONLYrom Seller’s
_____________________________________. Seller warrants
ONLY_____________________________________. Seller warrants
lf of and to bind said Business
ONLYlf of and to bind said Business
siness being sold, with name and title. ONLY
siness being sold, with name and title.
Handout Page 24
THIS FORM IS COPYRIGHTED AND MAY ONLY BE USED IN REAL ESTATE TRANSACTIONS IN WHICH _____________________________ IS INVOLVED AS A REAL ESTATE LICENSEE. UNAUTHORIZED USE OF THE FORM MAY RESULT IN LEGAL SANCTIONS BEING BROUGHT AGAINST THE USER AND SHOULD BE REPORTED TO THE GEORGIA ASSOCIATION OF REALTORS® AT (770) 451-1831.
Copyright© 2019 by Georgia Association of REALTORS®, Inc. CF11, Exhibit “B2” Due Diligence Office, Retail, Industrial, 01/01/19
EXHIBIT “B2” to COMMERCIAL PURCHASE AND SALE AGREEMENT Due Diligence Documents for Conveyance of a Residential,
Office, Retail or Industrial Building
2019 Printing
The following are Due Diligence Document lists appropriate for the sale and acquisition of a Residential, Office, Retail or Industrial Property. The Due Diligence Materials referenced below are not intended to be exhaustive catalogue of all of the materials a buyer might want to review prior to purchasing a Property and/or a business from Seller. Buyer may, therefore want to request additional Due Diligence materials from Seller other than the items listed below, depending on the type of Property and/or business being sold and the nature of the transaction. [Select only those items that apply to this transaction; the items not selected shall not apply to this Agreement.]
CONVEYANCE OF A RESIDENTIAL, OFFICE, RETAIL OR INDUSTRIAL BUILDING
1. Taxes and Title.
a. Most recent property tax assessments and tax bills;
b. The most recent title insurance policy insuring Property, including complete and legible copies of all documents (whether or not recorded) which are referenced therein as title exceptions;
c. The most recent ALTA Survey (American Land Title Association) of the Property or if such a survey is not available, the most recent survey of Property prepared by a licensed Georgia surveyor;
d. A schedule of special assessment districts and assessment amounts, if any; and/or
e. A schedule of impact fees paid or owing on Property, if any.
2. Structure and Improvements.
a. All plans and specifications for Property improvements, including, without limitation, diagrams of any outdoor irrigation system, architectural drawings, and site plans;
b. All maintenance records for Property;
c. All certificates of occupancy;
d. All contractor, vendor, manufacturer and other warranties with respect to all real property improvements and fixtures; and/or
e. All reports, assessments or studies regarding actions required to bring Property into compliance with the American with Disabilities Act, or any similar state statute or local ordinance or code.
3. Tenants.
a. All existing leases and subleases (including concession and license agreements for use of space within Property) and any amendments and letter agreements relating thereto, together with all correspondence to and from tenants, and a written summary of any leases currently in negotiation, specifying the tenant, premises to be leased, rents and terms, outlining all other material deal points;
b. A current rent roll for Property together with monthly income and expense reports for the period of Seller’s ownership of Property (or for the previous 36 months, if shorter); and/or
c. A schedule of allowances or rebates due on tenant improvements, if any, and proof of insurance from individual tenants (including, as tenants, any space concessionaires of licensees).
4. Environmental & Assessments.
a. All environmental (hazardous substances), engineering, physical inspection, marketing and feasibility studies, assessments and reports, including any wetlands reports; and/or
b. All soil reports covering any of the Property (typically, for industrial or harsh retail uses only).
5. Miscellaneous.
a. A schedule of any brokerage commissions or management fees due in connection with any leases or other agreements pertaining to the Property;
b. All municipal, county, state or federal permits, licenses and authorizations affecting the use, operation and maintenance of Property;
c. A written summary of all pending or threatened litigation, insurance claims and notices of legal violations, together with the pertinent notices, demands, pleadings and other documents;
d. All services and vendor contracts, including all amendments and side-letter agreements relating thereto; and/or
e. All current insurance policies, together with a written summary of insurance coverage and premiums, by policy type.
Buyer’s Initials: _____________________________________ Seller’s Initials: _____________________________________
®Georgia
FOR
FOR All environmental (hazardous subs
FOR All environmental (hazardous subs
and reports, including any wetlands reports; and/or
FOR and reports, including any wetlands reports; and/or
b. All soil reports covering an
FOR b. All soil reports covering an
5. Miscellaneous.
FOR
5. Miscellaneous.
FOR
a.
FOR
a.
FOR
A schedule of any brokerage commissions or management fees due
FOR
A schedule of any brokerage commissions or management fees due pertaining to the Property;
FOR
pertaining to the Property;
FOR
b. All municipal, county, state
FOR
b. All municipal, county, stateProperty;
FOR
Property;
FOR
c. A written summary of all pending or threatened litigation,FOR
c. A written summary of all pending or threatened litigation,pertinent notices, demands, pFO
R
pertinent notices, demands, p
FOR
d. All services and vendor contFOR
d. All services and vendor cont
TRAIN
ING ounts, if any; and/or
TRAIN
ING ounts, if any; and/or
All plans and specifications for Property improvements, includi
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ING
All plans and specifications for Property improvements, including, without limitati
TRAIN
ING
ng, without limitation, diagrams of any outdoor irrigation
TRAIN
ING
on, diagrams of any outdoor irrigation
warranties
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ING
warranties with respect to all real property improvements and fixtures; an
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ING
with respect to all real property improvements and fixtures; an
udies regarding actions required
TRAIN
ING
udies regarding actions required to bring Property into compliance with the American with
TRAIN
ING
to bring Property into compliance with the American with local ordinance or code.
TRAIN
ING
local ordinance or code.
All existing leases and subleases (including concession and lic
TRAIN
ING
All existing leases and subleases (including concession and licamendments and letter agreements
TRAIN
ING
amendments and letter agreements relating thereto, together wit
TRAIN
ING
relating thereto, together witsummary of any leases currently in negotiation, specifying the tenant, premises to be leased,
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ING
summary of any leases currently in negotiation, specifying the tenant, premises to be leased,
operty together with monthly income and expense reports for the period of Seller’s ownership of
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ING
operty together with monthly income and expense reports for the period of Seller’s ownership of Property (or for the previous 3
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ING
Property (or for the previous 36 months, if shorter); and/or
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ING
6 months, if shorter); and/or
c. A schedule of allowances or rebates due on tenant improveme
TRAIN
ING
c. A schedule of allowances or rebates due on tenant improveme(including, as tenants, any space concessionaires of licensees)
TRAIN
ING
(including, as tenants, any space concessionaires of licensees)
4. Environmental & Assessments. TRAIN
ING
4. Environmental & Assessments. TRAIN
ING
All environmental (hazardous subsTRAIN
ING
All environmental (hazardous subsand reports, including any wetlands reports; and/or TR
AIN
ING
and reports, including any wetlands reports; and/or
ONLY
etail or Industrial
ONLY
etail or Industrial to be exhaustive catalogue of all of the materials a buyer
ONLY
to be exhaustive catalogue of all of the materials a buyer siness from Seller. Buyer may, therefore want to request additi
ONLY
siness from Seller. Buyer may, therefore want to request additional Due
ONLY
onal Due ow, depending on the type of Property and/or business being sol
ONLY
ow, depending on the type of Property and/or business being sold and the
ONLY
d and the
the items not selected shall not apply to this Agreement.]
ONLY
the items not selected shall not apply to this Agreement.]
cluding complete and legible copies of all documents (whether o
ONLY
cluding complete and legible copies of all documents (whether o
) of the Property or if such a survey is not available, the
ONLY
) of the Property or if such a survey is not available, the
Handout Page 25
THIS FORM IS COPYRIGHTED AND MAY ONLY BE USED IN REAL ESTATE TRANSACTIONS IN WHICH _____________________________ IS INVOLVED AS A REAL ESTATE LICENSEE. UNAUTHORIZED USE OF THE FORM MAY RESULT IN LEGAL SANCTIONS BEING BROUGHT AGAINST THE USER AND SHOULD BE REPORTED TO THE GEORGIA ASSOCIATION OF REALTORS® AT (770) 451-1831.
Copyright© 2019 by Georgia Association of REALTORS®, Inc. CF12, Exhibit “B3” Due Diligence Personal Property, 01/01/19
EXHIBIT “B3” TO
COMMERCIAL PURCHASE AND SALE AGREEMENT
Due Diligence Documents for Conveyance of Equipment and/or Other Personal Property
Incidental to the Conveyance of Real Property 2019 Printing
The following are Due Diligence Document lists appropriate for the Conveyance of Equipment and/or Other Personal Property Incidental to the Conveyance of Real Property. The Due Diligence Materials referenced in each list below are not intended to be an exhaustive catalogue of all of the materials a Buyer might want to review prior to purchasing a Property and/or a business from Seller. Buyer may, therefore, want to request additional Due Diligence materials from Seller other than the items listed below, depending on the type of Property and/or business being sold and the nature of the transaction. [Select only those items that apply to this transaction; the items not selected shall not apply to this Agreement.]
CONVEYANCE OF EQUIPMENT AND/OR OTHER PERSONAL PROPERTY INCIDENTAL TO THE CONVEYANCE OF REAL PROPERTY
1. All contractor, vendor manufacturer and other warranties with respect to any equipment and personal property to be conveyed;
2. A written summary of all pending or threatened litigation, insurance claims and notices of legal violations, together with the pertinent notices, demands, pleadings and other documents; and/or
3. All equipment leases, including all amendments and side-letter agreements relating thereto. Buyer’s Initials: ______________________________________ Seller’s Initials: _____________________________________
®Georgia
FOR T
RAIN
ING tter agreements relating thereto.
TRAIN
ING tter agreements relating thereto. O
NLY
of Equipment and/or Other Personal Property
ONLY
of Equipment and/or Other Personal Property not intended to be an
ONLY
not intended to be an exhaustive catalogue of all of the materials a Buyer might want to review prior to purchasing a Property and/or a business fro
ONLY
exhaustive catalogue of all of the materials a Buyer might want to review prior to purchasing a Property and/or a business from Seller.
ONLY
m Seller. Buyer may, therefore, want to request additional Due Diligence materials from Seller other than the items listed below, depend
ONLY
Buyer may, therefore, want to request additional Due Diligence materials from Seller other than the items listed below, depending on the
ONLY
ing on the
the items not selected shall not apply to this Agreement.]
ONLYthe items not selected shall not apply to this Agreement.]
AL TO THE CONVEYANCE OF REAL
ONLYAL TO THE CONVEYANCE OF REAL
ONLY
ONLY
ipment and personal
ONLY
ipment and personal property to be convey
ONLY
property to be convey
insurance claims and notices of legal violations, together withONLY
insurance claims and notices of legal violations, together with
Handout Page 26
THIS FORM IS COPYRIGHTED AND MAY ONLY BE USED IN REAL ESTATE TRANSACTIONS IN WHICH _____________________________ IS INVOLVED AS A REAL ESTATE LICENSEE. UNAUTHORIZED USE OF THE FORM MAY RESULT IN LEGAL SANCTIONS BEING BROUGHT AGAINST THE USER AND SHOULD BE REPORTED TO THE GEORGIA ASSOCIATION OF REALTORS® AT (770) 451-1831.
Copyright© 2019 by Georgia Association of REALTORS®, Inc. CF19, Exhibit “C” Additions to Seller’s Closing Documents, 01/01/19
EXHIBIT “C” TO COMMERCIAL PURCHASE AND SALE AGREEMENT
Additions to Seller’s Closing Documents
2019 Printing
[Select only those items that apply to this transaction; the items not selected shall not be a part of the Seller’s Closing Documents.]:
1. Architectural Plans. An Assignment of Seller’s rights, if any, to any architectural drawings and site plans for Property and blue-lined copies of such drawings and plans (to the extent in Seller’s possession).
2. Assignment of Contracts. Duly executed and acknowledged Assignment of Contracts assigning and conveying to Buyer the Seller’s interest in, to and under the assignable Contracts and containing an indemnity by Seller in favor of Buyer for Claims related to periods prior to the Closing and (if such contracts are assumed by Buyer) containing an indemnity by Buyer in favor of Seller related to the period after the Closing.
3. Assignment of Leases. Duly executed and acknowledged Assignment of Leases assigning and conveying to Buyer the Landlord’s interest in, to and under the Leases and containing an indemnity by Seller in favor of Buyer for claims by tenants arising prior to the Closing, and an indemnity by Buyer in favor of Seller for claims by tenants arising after the Closing.
4. Assignment of Licenses. An Assignment of any and all municipal, county, state or federal permits or licenses, as and if existing and if transferable, held or controlled by the Seller, relating to Property.
5. Assignment of Name Rights. An Assignment of Seller’s rights with respect to the name “_______________________________.”
6. Assignment of Security Deposits. An assignment of all Security Deposits being held by Seller or the agents of Seller with respect to the Property to Buyer.
7. Bill of Sale. Duly executed and acknowledged Limited Warranty Bill of Sale conveying to Buyer good and marketable title to the Personal Property (and to the Improvements to the extent they could be determined to be personal property), free of all liens,security interests and encumbrances.
8. Estoppel Certificates. Estoppel certificates from all existing commercial tenants, concessionaires and licensees in Property, if any, in form and content acceptable to Buyer and dated no earlier that thirty (30) days prior to closing (but excluding individual tenant leases.
9. Keys and Records. All of the keys to any doors or locks on the Property and the original tenant files and other books and records relating to Property in Seller’s possession.
10. Leases and Contracts. Original executed counterparts of Leases and Contracts, to the extent Seller or its manager have such original executed counterparts in their possession as of the Closing Date.
11. Notice to Tenants. A letter executed by Seller in a form approved by Buyer and addressed to all tenants under the Leases, notifying such tenants of the change in ownership of Property and directing that payment of all rent and other sums due from such tenants from and after the Closing Date be made to Buyer or such other party as Buyer may direct. (It shall be the responsibility of Seller to deliver such letters to the tenants.)
12. Rent Roll. A complete and accurate rent roll (the “Rent Roll”) for Property updated to the date of Closing and certified to be true and correct by Seller at Closing.
13. Transfer Tax Declarations and Other Tax Documents. A transfer tax declaration and all such other tax documents as may be required of Seller in order to enable Buyer to make an appropriate IRS 1099 filing.
Buyer’s Initials: _____________________________________ Seller’s Initials: _____________________________________
®Georgia
FOR 11. Notice to Tenants.
FOR 11. Notice to Tenants. A letter executed by Seller in a form approved by Buyer and add
FOR A letter executed by Seller in a form approved by Buyer and add
FOR notifying such tenants of the change in ownership of Property and directing that payment of all rent and other sums due from s
FOR notifying such tenants of the change in ownership of Property and directing that payment of all rent and other sums due from s
tenants from and after the Closing Date be made to Buyer or suc
FOR tenants from and after the Closing Date be made to Buyer or suc
Seller to deliver such letters to the tenants.)
FOR
Seller to deliver such letters to the tenants.)
12. Rent Roll.
FOR
12. Rent Roll. A complete and accurate rent ro
FOR
A complete and accurate rent ro
FOR
and correct by Seller at Closing.
FOR
and correct by Seller at Closing.
FOR
13. Transfer Tax Declarati
FOR
13. Transfer Tax Declarati
FOR
required of Seller in order toFOR
required of Seller in order to
TRAIN
ING
s by tenants arising
TRAIN
ING
s by tenants arising
An Assignment of any and all municipal, county, state or federal permits or licenses, as and if existing
TRAIN
ING An Assignment of any and all municipal, county, state or federal permits or licenses, as and if existing
An Assignment of Seller’s rights with respect to the name “____
TRAIN
ING
An Assignment of Seller’s rights with respect to the name “____
An assignment of all Security Deposits being held by Seller or
TRAIN
ING
An assignment of all Security Deposits being held by Seller or
mited Warranty Bill of Sale co
TRAIN
ING
mited Warranty Bill of Sale coovements to the extent they c
TRAIN
ING
ovements to the extent they could be determined to be personal p
TRAIN
ING
ould be determined to be personal p
Estoppel certificates from all
TRAIN
ING
Estoppel certificates from all existing commercial tenants, con
TRAIN
ING
existing commercial tenants, conin form and content acceptable to Buyer and dated no earlier th
TRAIN
ING
in form and content acceptable to Buyer and dated no earlier th
All of the keys to any doors or
TRAIN
ING
All of the keys to any doors or locks on the Property and the o
TRAIN
ING
locks on the Property and the oAll of the keys to any doors or locks on the Property and the oAll of the keys to any doors or
TRAIN
ING
All of the keys to any doors or locks on the Property and the oAll of the keys to any doors orn Seller’s possession.
TRAIN
ING
n Seller’s possession.
10. Leases and Contracts.
TRAIN
ING
10. Leases and Contracts. Original executed counterparts
TRAIN
ING
Original executed counterparts
TRAIN
ING
original executed counterpartsTRAIN
ING
original executed counterparts in their possession as of the Closing Date. TRAIN
ING
in their possession as of the Closing Date.
A letter executed by Seller in a form approved by Buyer and addTRAIN
ING
A letter executed by Seller in a form approved by Buyer and add
ONLY
ems not selected shall not be a part of the Seller’s Closing
ONLY
ems not selected shall not be a part of the Seller’s Closing
drawings and site plans for Property and blue-
ONLY
drawings and site plans for Property and blue-
g and conveying to Buyer the
ONLYg and conveying to Buyer the
containing an indemnity by Seller in favor of Buyer for Claims
ONLY containing an indemnity by Seller in favor of Buyer for Claims
med by Buyer) containing an indemnity by Buyer in favor of Sell
ONLYmed by Buyer) containing an indemnity by Buyer in favor of Sell
Duly executed and acknowledged Assignment of Leases assigning and conveying to Buyer the Landlord’s
ONLY
Duly executed and acknowledged Assignment of Leases assigning and conveying to Buyer the Landlord’s y by Seller in favor of Buyer for claims by tenants arising pri
ONLY
y by Seller in favor of Buyer for claims by tenants arising priafter the Closing. O
NLY
after the Closing.
An Assignment of any and all municipal, county, state or federal permits or licenses, as and if existing ONLY
An Assignment of any and all municipal, county, state or federal permits or licenses, as and if existing
Handout Page 27
THIS FORM IS COPYRIGHTED AND MAY ONLY BE USED IN REAL ESTATE TRANSACTIONS IN WHICH _____________________________ IS INVOLVED AS A REAL ESTATE LICENSEE. UNAUTHORIZED USE OF THE FORM MAY RESULT IN LEGAL SANCTIONS BEING BROUGHT AGAINST THE USER AND SHOULD BE REPORTED TO THE GEORGIA ASSOCIATION OF REALTORS® AT (770) 451-1831.
Copyright© 2019 by Georgia Association of REALTORS®, Inc. CF22 Exhibit “D” Seller’s Warranties and Representations, Page 1 of 2, 01/01/19
EXHIBIT “D” TO COMMERCIAL PURCHASE AND SALE AGREEMENT
Seller’s Warranties and Representations
2019 Printing
[Select only those items that apply to this transaction; the items not selected shall not be a part of this Agreement. Each itemselected shall be deemed material for purposes of Buyer’s Remedies under Sellers Representations and Warranties Paragraph of the Purchase and Sale Agreement.]:
1. Accounts Payable. There are no outstanding accounts payable relating to Property that would be binding on the Buyer.
2. Authority. Seller has the right, power and authority to enter into this Agreement and to convey Property in accordance with the terms and conditions of this Agreement; and the persons executing this agreement on behalf of Seller have been duly and validly authorized by Seller to execute and deliver this Agreement and have the right, power and authority to enter this Agreement and bind Seller.
3. Bankruptcy. Seller represents and warrants that Seller is solvent and has not made a general assignment for the benefit of creditors or been adjudicated a bankrupt or insolvent, nor has a receiver, liquidator or trustee of Seller or any of its respective properties (including Property) been appointed or a petition filed by or against Seller for bankruptcy, reorganization, arrangement or protection pursuant to the Federal Bankruptcy Act or similar federal or state statute, or any proceeding instituted for the dissolution or liquidation of Seller.
4. Certificates. To the best of Seller’s knowledge, there are presently in effect permanent certificates of occupancy, licenses and permits as may be required for property and, to the best of Seller’s knowledge, the present use and occupation of Property is in compliance and conformity with the certificates of occupancy and all licenses and permits. There has been no notice or request of any municipal departments, insurance company or board of fire underwriters (or organization exercising functions similar thereto) or mortgagee directed to Seller and requesting the performance of any work or alteration in respect to Property which has not been complied with.
5. Condemnation. Seller has not been notified that any condemnation or other taking by eminent domain of Property or any portion thereof has been instituted and, to the best of Seller’s knowledge, there are no pending or threatened condemnation or eminentdomain proceedings (or proceedings in the nature or in lieu thereof) affecting Property or any portion thereof or its use.
6. Condition of Improvements. Seller is not aware of any structural or other defects, latent or otherwise, in the Improvements. The heating ventilating, air-conditioning, electrical, plumbing, water, storm drainage and sanitary sewer systems at or servicing Property are, to the best of Seller’s knowledge, in good condition and working order and Seller is not aware of any material defects or deficiencies therein.
7. Declarations. To the best of Seller’s knowledge, there is no default, or any event which with the passage of time or notice, or both, would constitute a default or breach on the part of Seller under any declaration of easements and/or restrictive covenants affecting the Property; and, to the best of Seller’s knowledge, there is no default, or claim of default, or any event which with the passage of time or notice, or both, would constitute a default or breach thereunder on the part of any other party whose property is encumbered by or benefits from any declaration.
8. Hazardous Substances. To the best of Seller’s knowledge (a) no “hazardous substances”, as that term is defined in the Comprehensive Environmental Response, Compensation, and Liability Act, and the rules and regulations promulgated pursuant thereto, or any other pollutants, toxic materials, or contaminants have been or shall prior to Closing be discharged, disbursed, released, stored, treated, generated, disposed of, or allowed to escape on Property in violation of applicable law; (b) no underground storage tanks are located on the Property or were located on the Property and subsequently removed or filled; (c) Property has not previously been used as a gas station, cemetery, landfill, or as a dump for garbage or refuse; and (d) Property has not previously been and is not currently listed on the Georgia Environmental Protection Division Hazardous Site Inventory. Seller has not received any notice or demand from any governmental or regulatory agency or authority requiring Seller to remove any hazardous substances or contaminants or toxic materials from Property.
9. Leases. The rent roll which Seller has provided Buyer is the complete and accurate rent roll for the Property as of the date hereof setting forth the leases in effect relating to Property and setting forth with respect to each of the leases (a) the name of the tenant thereunder; (b) the commencement and termination dates of the term of each such lease and information relating to renewals or extensions thereof; (c) the premises covered by each such lease; (e) the amount of rent, percentage rent and other charges payable thereunder and the date to which rent and other charges payable thereunder have been paid; (f) the amount of the security deposit required under each said lease and held by Seller.
10. No Assessments. To the best knowledge of Seller, no assessments (other than ad valorem taxes) have been made against Property that are unpaid whether or not they have become liens.
®Georgia
FOR Comprehensive Environmental Res
FOR Comprehensive Environmental Res
thereto, or any other
FOR thereto, or any other
released, stored, treated, generated, disposed of, or allowed t
FOR released, stored, treated, generated, disposed of, or allowed t
underground storage tanks are loca
FOR underground storage tanks are loca
(c) Property has not previously been used as a gas station, cem
FOR
(c) Property has not previously been used as a gas station, cemhas not previously been and is not
FOR
has not previously been and is notSeller has not received any notice or demand from any governmental or regulatory agency or author
FOR
Seller has not received any notice or demand from any governmental or regulatory agency or authorany hazardous substances
FOR
any hazardous substances
FOR
9. Leases.
FOR
9. Leases. The rent roll which Seller has provided Buyer is the complete a
FOR
The rent roll which Seller has provided Buyer is the complete a
FOR
setting forth the leases in effect relating to Property and setFOR
setting forth the leases in effect relating to Property and setthereunder; (b) the commencement FO
R
thereunder; (b) the commencement extensions thereof; (c) the premFO
R
extensions thereof; (c) the prempayable thereunder and the date toFO
R
payable thereunder and the date to
TRAIN
ING
deral or state statute, or any p
TRAIN
ING
deral or state statute, or any p
there are presently in effec
TRAIN
ING there are presently in effect permanent certificates of occupancy, licenses and
TRAIN
ING t permanent certificates of occupancy, licenses and
ler’s knowledge, the present use
TRAIN
ING ler’s knowledge, the present use
d all licenses and permits. T
TRAIN
ING
d all licenses and permits. Tnderwriters (or organization exer
TRAIN
ING
nderwriters (or organization exerrequesting the performance of
TRAIN
ING
requesting the performance of any work or alteration in respec
TRAIN
ING
any work or alteration in respec
any condemnation or other tak
TRAIN
ING
any condemnation or other takof Seller’s knowle
TRAIN
ING
of Seller’s knowledge, there are no pendi
TRAIN
ING
dge, there are no pendi in the nature or in lieu the
TRAIN
ING
in the nature or in lieu thereof) affecting Property or any
TRAIN
ING
reof) affecting Property or any
Seller is not aware of any structural or other defects, latent
TRAIN
ING
Seller is not aware of any structural or other defects, latent ng, electrical, plumbing, water, storm drainage and sanitary sewer systems at or servicing
TRAIN
ING
ng, electrical, plumbing, water, storm drainage and sanitary sewer systems at or servicing knowledge, in good condition and w
TRAIN
ING
knowledge, in good condition and w
To the best of Seller’s knowledge, there is no default, or any
TRAIN
ING
To the best of Seller’s knowledge, there is no default, or any would constitute a default or b
TRAIN
ING
would constitute a default or breach on the part of Seller unde
TRAIN
ING
reach on the part of Seller undethe Property; and, to the best of
TRAIN
ING
the Property; and, to the best of
TRAIN
ING
Seller’s knowledge, there is
TRAIN
ING
Seller’s knowledge, there is the Property; and, to the best of Seller’s knowledge, there is the Property; and, to the best of
TRAIN
ING
the Property; and, to the best of Seller’s knowledge, there is the Property; and, to the best oftime or notice, or both, would c
TRAIN
ING
time or notice, or both, would constitute a default or breach t
TRAIN
ING
onstitute a default or breach tany declaration.
TRAIN
ING
any declaration.
8. Hazardous Substances. TRAIN
ING
8. Hazardous Substances. To the best of Seller’s knowlTRAIN
ING
To the best of Seller’s knowlTRAIN
ING
Comprehensive Environmental ResTRAIN
ING
Comprehensive Environmental Respollutants, toxic matTR
AIN
ING
pollutants, toxic mat
ONLY
[Select only those items that apply to this transaction; the items not selected shall not be a part of this Agreement. Each ite
ONLY
[Select only those items that apply to this transaction; the items not selected shall not be a part of this Agreement. Each iteesentations and Warranties Paragraph of
ONLY
esentations and Warranties Paragraph of
ng accounts payable relating to Property that would be binding on the Buyer.
ONLY
ng accounts payable relating to Property that would be binding on the Buyer.
ONLY
reement and to convey Property in accordance with the
ONLYreement and to convey Property in accordance with the
ng this agreement on behalf of Seller have been duly and validl
ONLYng this agreement on behalf of Seller have been duly and validl
y to enter this Agreement and
ONLYy to enter this Agreement and
ot made a general assignm
ONLY
ot made a general assignment for the benefit of
ONLY
ent for the benefit of a receiver, liquidator or trustee of Seller or any of its respe
ONLY
a receiver, liquidator or trustee of Seller or any of its respeled by or against Seller for bankruptcy, reorganization, arrang
ONLY
led by or against Seller for bankruptcy, reorganization, arrangderal or state statute, or any p O
NLY
deral or state statute, or any proceeding instituted for the diONLY
roceeding instituted for the di
Handout Page 28
Copyright© 2019 by Georgia Association of REALTORS®, Inc. CF22, Exhibit “D” Seller’s Warranties and Representations, Page 2 of 2, 01/01/19
11. No Liens. All contractors, subcontractors and other persons or entities furnishing work, labor, materials or supplies by or at the instance of Seller for Property have been paid in full and, other than routine ongoing charges pursuant to the Contracts, there are no claims against the Property or Seller in connection therewith.
12. No Liens Upon Building Service Equipment. All fixtures, equipment, apparatus, fittings, machinery, appliances, furniture, furnishings and articles of personal property, attached or appurtenant to, or used in connection with the occupation or operation of all or any part of Property and which are owned by Seller are free of any and all liens, encumbrances, charges or adverse interests except security deeds from which Property (including such personalty) and fixtures will be released at Closing.
13. No Litigation. There are no actions, suits, or proceedings pending or, to the best of Seller’s knowledge, threatened by any organization, person, individual, or governmental agency against Seller with respect to Property or against Property, or with respect thereto, nor does Seller know of any basis for such action. Seller also has no knowledge of any currently pending application for changes in the zoning applicable to Property or any portion thereof.
14. No Other Agreements. Except for the leases and contracts and the Permitted Exceptions, there are no leases, service contracts, management agreements, or other agreements or instruments in force and effect, oral or written, that grant to any person whomsoever or any entity whatsoever any right, title, interest, or benefit in or to all or any part of Property or any rights relating to the use, operation, management, maintenance, or repair of all or any part of Property, which will survive the Closing or be binding upon Buyer.
15. Payment of Outstanding Bills. All accounts payable, bills for services, utilities, taxes, assessments, and payments due under any of the contracts for periods prior to the calendar month in which the closing occurs have been paid in full or shall be paid in full at Closing.
16. Pre- Existing Right to Acquire. No person or entity has any right or option to acquire Property or any portion thereof, which will have any force of effect after execution hereof, other than Buyer.
17. Proceedings Affecting Access. Seller has not been notified that there are any pending proceedings that could have the effect of impairing or restricting access between Property and adjacent public roads and, to the best of Seller’s knowledge, no such proceedings are pending or threatened.
18. Service Contracts. Seller has provided Buyer with copies of all existing equipment leases, service and vendor contracts that relate to the operation, management, or maintenance of Property. All such contracts are in full force and effect in accordance with their respective provisions, and to Seller’s knowledge, there is no default, or claim of default, or any event which with the passage of time or notice, or both, would constitute a default on the part of any party to any of such contracts. All such contracts are terminable without penalty or obligation to pay any severance or similar compensation on no more than thirty (30) days’ notice.
19. Tax Returns. All property tax returns required to be filed by Seller relating to Property under any law, ordinance, rule, regulation, order or requirement of any governmental authority have been truthfully, correctly and timely filed.
20. Violations. To the best of Seller’s knowledge, there are no violations of law, municipal or county ordinances, building codes, or other legal requirements with respect to Property; the Improvements comply with all applicable legal requirements (including applicable zoning ordinances) with respect to the use, occupancy, and construction thereof; and the conditions to the granting of the zoning of Property have been satisfied.
21. Zoning. Property is currently zoned ______ under the applicable zoning ordinances of __________________________________ City/County, Georgia.
Buyer’s Initials: _____________________________________ Seller’s Initials: _____________________________________ FOR Property is currently zoned ______ under the applicable zoning
FOR Property is currently zoned ______ under the applicable zoning
City/County, Georgia.
FOR City/County, Georgia.
Buyer’s InFOR
Buyer’s Initials: _____________________________________ FOR
itials: _____________________________________
TRAIN
ING
ch the closing occurs have been paid in full or shall be paid i
TRAIN
ING
ch the closing occurs have been paid in full or shall be paid i
ght or option to acquire Property or any portion thereof, which will
TRAIN
ING ght or option to acquire Property or any portion thereof, which will
hat there are any pending proceed
TRAIN
ING
hat there are any pending proceedimpairing or restricting access between Property and adjacent p
TRAIN
ING
impairing or restricting access between Property and adjacent public roads and, to the best of S
TRAIN
ING
ublic roads and, to the best of S
Seller has provided Buyer with copies of all existing equipment
TRAIN
ING
Seller has provided Buyer with copies of all existing equipmentaintenance of Property. All s
TRAIN
ING
aintenance of Property. All such contracts are in full force and effect in accordance with their
TRAIN
ING
uch contracts are in full force and effect in accordance with their respective provisions, and to Seller’s knowledge, there is no d
TRAIN
ING
respective provisions, and to Seller’s knowledge, there is no default, or claim of default, or any
TRAIN
ING
efault, or claim of default, or anytute a default on the part of any party to any of such contracts. All such contracts are termi
TRAIN
ING
tute a default on the part of any party to any of such contracts. All such contracts are termipay any severance or similar c
TRAIN
ING
pay any severance or similar compensation on no more than th
TRAIN
ING
ompensation on no more than th
All property tax returns required to be filed by Seller relatin
TRAIN
ING
All property tax returns required to be filed by Seller relatinernmental author
TRAIN
ING
ernmental authority have been tr
TRAIN
ING
ity have been tr
To the best of Seller’s knowledge, there are no violations of l
TRAIN
ING
To the best of Seller’s knowledge, there are no violations of lother legal requirements with res
TRAIN
ING
other legal requirements with respect to Property; the Improvem
TRAIN
ING
pect to Property; the Improvemapplicable zoning ordinances) with respect to the use, occupanc
TRAIN
ING
applicable zoning ordinances) with respect to the use, occupanc
TRAIN
ING
zoning of Property have been satisfied.
TRAIN
ING
zoning of Property have been satisfied.
Property is currently zoned ______ under the applicable zoning TRAIN
ING
Property is currently zoned ______ under the applicable zoning
ONLY
best of Seller’s knowledge, threatened by any
ONLY
best of Seller’s knowledge, threatened by any t Seller with respect to Property or against Property, or with respect
ONLY
t Seller with respect to Property or against Property, or with respect ller also has no knowledge of any currently pending application
ONLY
ller also has no knowledge of any currently pending application for
ONLY
for
cts and the Permitted Exceptions, there are no leases,
ONLYcts and the Permitted Exceptions, there are no leases, service contracts,
ONLYservice contracts,
rce and effect, oral or writt
ONLYrce and effect, oral or written, that grant to any person
ONLYen, that grant to any person
part of Property or any rights
ONLYpart of Property or any rights
r any part of Property, which will survive the Closing or be bi
ONLY
r any part of Property, which will survive the Closing or be bi
All accounts payable, bills for services, utilities, taxes, ass ONLY
All accounts payable, bills for services, utilities, taxes, assessments, and payments due under any ONLY
essments, and payments due under any ch the closing occurs have been paid in full or shall be paid iO
NLY
ch the closing occurs have been paid in full or shall be paid i
Handout Page 29
© 2017 Inspironix, Inc. (916) 4883222 InspiroScan Survey Form PIE Instructor / Course Evaluation v5 Side 1
Georgia Association REALTORS® Partners in Education Student Course / Instructor Evaluation Course Name _____________________________
Instructor ________________________________
Date _____________________________________
PLEASE FILL IN THE BUBBLES COMPLETELY SO ANSWERS ARE SCANABLE.
Please do NOT use check marks, x's or any other type of mark.The instructor encouraged my participation through questions and answers or exercises.
Strongly DisagreeDisagreeNeutralAgreeStrongly Agree
The instructor presented ideas clearly and made the subject matter interesting.Strongly DisagreeDisagreeNeutralAgreeStrongly Agree
The use of the outline / handouts for study and / or reference was helpful.Strongly DisagreeDisagreeNeutralAgreeStrongly Agree
The topic is relevant / helpful to my real estate activities.Strongly DisagreeDisagreeNeutralAgreeStrongly Agree
I would want this instructor back.Strongly DisagreeDisagreeNeutralAgreeStrongly Agree
Additional Comments:
Thank you for your input. (Revised 52017)