COMMERCIAL PURCHASE AND SALE AGREEMENT
(State of Georgia)
[// GUIDANCE: This template is intentionally drafted at a high level of sophistication suitable for immediate attorney customization. All bracketed terms (e.g., [SELLER NAME]) must be completed or modified prior to execution. Cross-references are automated but should be re-checked after editing.]
TABLE OF CONTENTS
- Document Header
- Definitions
- Purchase and Sale of Property
- Purchase Price; Earnest Money; Closing Adjustments
- Due Diligence; Title and Survey Matters
- Representations and Warranties
- Covenants
- Conditions Precedent
- Closing; Deliveries
- Risk of Loss; Condemnation
- Default; Remedies
- Risk Allocation
- Dispute Resolution
- General Provisions
- Execution
1. DOCUMENT HEADER
1.1 Parties. This Commercial Purchase and Sale Agreement (“Agreement”) is made and entered into as of [EFFECTIVE DATE] (“Effective Date”) by and between [SELLER LEGAL NAME], a [STATE] [ENTITY TYPE] (“Seller”), and [BUYER LEGAL NAME], a [STATE] [ENTITY TYPE] (“Buyer”).
1.2 Recitals.
A. Seller is the fee simple owner of certain real property situated in the State of Georgia, commonly known as [PROPERTY ADDRESS OR DESCRIPTION], together with all improvements, rights, privileges, easements, hereditaments, and appurtenances thereto (collectively, the “Property”).
B. Buyer desires to purchase the Property, and Seller desires to sell the Property, upon the terms and conditions set forth herein, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein, the parties agree as follows:
2. DEFINITIONS
For purposes of this Agreement, the following capitalized terms shall have the meanings indicated below. Terms defined in the singular include the plural and vice versa.
“Affiliate” – Any entity that directly or indirectly controls, is controlled by, or is under common control with the referenced party.
“Approved Title Condition” – Any title matter expressly approved or deemed approved by Buyer under Section 5.2.
“Business Day” – Any day other than Saturday, Sunday, or a federal or Georgia-recognized legal holiday.
“Casualty Notice” – Written notice delivered by Seller to Buyer under Section 10.1(a).
“Closing” – The consummation of the transactions contemplated hereunder, to occur on the Closing Date at the offices of the Title Company or such other location (including electronic, escrow, or “mail away” closing) as the parties may mutually designate.
“Closing Date” – [CLOSING DATE], or such earlier or later date as the parties may agree in writing.
“Due Diligence Period” – The period beginning on the Effective Date and ending at 5:00 p.m. Eastern Time on [DUE DILIGENCE EXPIRATION DATE].
“Environmental Laws” – All applicable federal, state, and local statutes, regulations, ordinances, codes, rules, permits, orders, and common law relating to pollution, protection of the environment, health, safety, or natural resources, including but not limited to the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. §9601 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. §6901 et seq.), and their Georgia counterparts.
“Escrow Agent” – [TITLE/ESCROW COMPANY], or any successor escrow agent mutually acceptable to the parties.
“Jury Waiver” – The waiver set forth in Section 13.4, if and to the extent selected under Section 13.1(b).
“Permitted Exceptions” – (i) real property taxes not yet due and payable; (ii) matters reflected in the Survey and approved or deemed approved by Buyer; (iii) zoning ordinances and regulations; and (iv) other encumbrances expressly permitted by Buyer in writing pursuant to Section 5.2.
“Purchase Price” – The amount set forth in Section 4.1.
“Specific Performance” – The equitable remedy preserved in Section 11.3(b).
“Survey” – An ALTA/NSPS Land Title Survey of the Property certified to Buyer, Seller, and the Title Company, prepared by a Georgia-licensed surveyor in accordance with 2021 Minimum Standard Detail Requirements.
“Title Company” – [TITLE INSURER NAME].
[// GUIDANCE: Add or remove defined terms as needed to fit the transaction.]
3. PURCHASE AND SALE OF PROPERTY
3.1 Agreement to Convey. Subject to the terms and conditions of this Agreement, Seller shall sell, assign, transfer, and convey to Buyer, and Buyer shall purchase from Seller, the Property free and clear of all liens and encumbrances except the Permitted Exceptions.
3.2 Personal Property. The conveyance shall include all furniture, fixtures, equipment, and other tangible or intangible personal property owned by Seller and located on or used exclusively in connection with the Property (collectively, the “Personal Property”).
3.3 “As-Is” Baseline. Except as expressly set forth herein or in the Closing documents, Buyer acknowledges that it is taking the Property on an “AS IS, WHERE IS, WITH ALL FAULTS” basis; provided, however, Seller’s representations, warranties, covenants, and the indemnities herein shall survive Closing as stated.
4. PURCHASE PRICE; EARNEST MONEY; CLOSING ADJUSTMENTS
4.1 Purchase Price. The purchase price for the Property shall be [WRITE-OUT OF AMOUNT] U.S. Dollars (USD $[NUMERIC AMOUNT]$) (“Purchase Price”), subject to adjustment and prorations as provided herein.
4.2 Payment of Purchase Price.
(a) Earnest Money. Within two (2) Business Days following the Effective Date, Buyer shall deposit [EARNEST MONEY AMOUNT] (the “Earnest Money”) with the Escrow Agent, to be held in an interest-bearing, FDIC-insured account in accordance with this Agreement and applicable Georgia escrow rules. Interest shall follow the Earnest Money.
(b) Application. The Earnest Money (and interest) shall be (i) applied to the Purchase Price at Closing; (ii) refunded to Buyer if Buyer terminates this Agreement pursuant to a right of termination expressly provided herein; or (iii) delivered to Seller as liquidated damages under Section 11.3(a) upon Buyer Default.
4.3 Balance of Purchase Price. At Closing, Buyer shall pay the Purchase Price, as adjusted, less the Earnest Money, by federal wire transfer of immediately available funds to the Escrow Agent for disbursement to Seller.
4.4 Closing Adjustments and Prorations.
(a) Taxes. Real estate ad valorem taxes and assessments for the year of Closing shall be prorated as of the Closing Date on a calendar-year basis.
(b) Rents and Operating Income/Expenses. All rents (if any), operating income, and ordinary expenses relating to the Property shall be prorated as of 11:59 p.m. local time on the day immediately preceding the Closing Date.
(c) Utilities. Seller shall cause utility meters to be read the day prior to Closing, or if impracticable, utilities shall be prorated on a per-diem basis.
(d) Closing Costs. Seller shall pay the Georgia real estate transfer tax, cost of deed preparation, and one-half of Escrow Agent’s closing fee. Buyer shall pay the cost of the owner’s title insurance premium (standard coverage), Survey, recording fees, and the remaining one-half of Escrow Agent’s closing fee. Extended title coverage or endorsements shall be at Buyer’s sole cost.
[// GUIDANCE: Parties may negotiate state-specific intangibles tax, if any, for transferable loan assumptions.]
5. DUE DILIGENCE; TITLE AND SURVEY MATTERS
5.1 Access; Inspections. During the Due Diligence Period, Buyer and its agents shall have reasonable access to the Property, upon at least twenty-four (24) hours’ prior notice to Seller, to conduct inspections, tests, and studies deemed necessary by Buyer, including Phase I/II environmental site assessments. Buyer shall restore any physical disturbance caused by its inspections and maintain not less than [INSURANCE AMOUNT] commercial general liability insurance naming Seller as additional insured.
5.2 Title and Survey Review.
(a) Commitment; Exception Documents. Within five (5) Business Days after the Effective Date, Seller shall cause the Title Company to deliver to Buyer a current commitment for an owner’s policy of title insurance (the “Commitment”), together with legible copies of all exception documents.
(b) Buyer Objections. Buyer shall have until the later of (i) the expiration of the Due Diligence Period or (ii) ten (10) Business Days after receipt of the last of the Commitment and Survey to deliver written notice of objections (“Title Objection Notice”). Seller shall have five (5) Business Days (“Seller Response Period”) to elect to (A) cure such objections on or before Closing or (B) decline to cure. Failure to respond shall be deemed an election not to cure.
(c) Remedies. If Seller declines or is deemed to have declined to cure, Buyer may, within five (5) Business Days after the Seller Response Period, either (i) waive such objections, which thereafter become Permitted Exceptions, or (ii) terminate this Agreement and receive a refund of the Earnest Money.
(d) Title Policy. At Closing, Buyer shall be entitled to an ALTA owner’s policy, issued by the Title Company, in the amount of the Purchase Price, insuring fee simple title to the Property subject only to the Permitted Exceptions.
5.3 Zoning Compliance. Seller shall deliver to Buyer, within five (5) Business Days after the Effective Date, true and complete copies of (i) current zoning confirmations or certificates in Seller’s possession; (ii) any pending variance, special use, or zoning amendment applications; and (iii) any notices of violation affecting the Property. Seller represents, and shall certify at Closing, that to Seller’s Knowledge the current zoning classification permits the existing improvements and current use of the Property.
5.4 Environmental Matters.
(a) Existing Reports. Within five (5) Business Days after the Effective Date, Seller shall deliver to Buyer copies of all environmental reports, audits, permits, correspondence, and notices relating to the Property in Seller’s possession or control.
(b) Right to Terminate. If Buyer’s environmental assessment reveals a material adverse environmental condition, Buyer may terminate this Agreement by notice to Seller delivered on or before the end of the Due Diligence Period, whereupon the Earnest Money shall be refunded to Buyer.
(c) Georgia Brownfield. If applicable, the parties may cooperate in good faith to qualify the Property for participation in Georgia’s Brownfield Program; neither party shall be obligated to incur material cost in connection therewith unless otherwise agreed in writing.
6. REPRESENTATIONS AND WARRANTIES
6.1 Seller’s Representations and Warranties. Seller represents and warrants to Buyer as of the Effective Date and again as of Closing that:
(a) Authority. Seller is duly formed, validly existing, and in good standing under the laws of its state of formation and possesses full right and authority to execute and perform this Agreement.
(b) No Violation. The execution, delivery, and performance of this Agreement will not result in a breach of, or default under, any agreement to which Seller is a party or to which the Property is subject.
(c) Title. Seller is the legal and beneficial owner of the Property, holding good and marketable fee simple title, free of all liens other than those that will be discharged at or prior to Closing.
(d) Legal Compliance. To Seller’s Knowledge, the Property is in material compliance with all applicable laws, ordinances, regulations, and codes, including zoning, building, and fire codes.
(e) Litigation. No written notice of any pending or threatened litigation, condemnation, or governmental proceeding affecting the Property has been received by Seller that has not been disclosed to Buyer.
(f) Hazardous Materials. Except as disclosed in the environmental reports delivered to Buyer, Seller has not received written notice of any violation of Environmental Laws relating to the Property or the release of Hazardous Materials on, under, or about the Property.
(g) Foreign Person. Seller is not a “foreign person” within the meaning of Section 1445 of the Internal Revenue Code and will deliver a non-foreign affidavit at Closing.
6.2 Buyer’s Representations and Warranties. Buyer represents and warrants to Seller as of the Effective Date and as of Closing that:
(a) Authority. Buyer is duly formed, validly existing, and in good standing under the laws of its state of formation and possesses full authority to enter into and perform this Agreement.
(b) Funds. Buyer has, and at Closing will have, sufficient readily available funds to pay the Purchase Price and consummate the transactions contemplated herein.
(c) No Prohibited Persons. Buyer is not acting, directly or indirectly, on behalf of any person or entity, and Buyer itself is not, listed on any governmental terrorism watch list or otherwise blocked from doing business in the United States.
6.3 Survival. Seller’s and Buyer’s representations and warranties shall survive Closing for a period of [SURVIVAL PERIOD, e.g., 12 MONTHS], except for (i) the foreign person affidavit (which survives indefinitely) and (ii) any representation and warranty fraudulently made, which shall survive without limitation.
7. COVENANTS
7.1 Seller’s Pre-Closing Covenants. From the Effective Date until Closing or earlier termination:
(a) Operations. Seller shall operate and maintain the Property consistent with Seller’s historical practices and shall not enter into any new lease, service contract, or commitment affecting the Property that cannot be terminated at or prior to Closing without Buyer’s written consent, which consent shall not be unreasonably withheld or delayed.
(b) Preservation of Title. Seller shall not voluntarily create or permit any lien, encumbrance, restriction, or adverse claim to attach to the Property other than Permitted Exceptions.
(c) Notices. Seller shall promptly notify Buyer of any notice of violation, litigation, or other matter materially affecting the Property.
(d) Insurance. Seller shall maintain in full force and effect all hazard and liability insurance coverage presently in place.
7.2 Buyer’s Pre-Closing Covenants. Buyer shall conduct all inspections in a manner that does not unreasonably interfere with tenants (if any) or Seller’s operations and shall maintain all information obtained as strictly confidential, except as required by law or to its consultants, lenders, investors, or affiliates who agree to keep such information confidential.
8. CONDITIONS PRECEDENT
8.1 Buyer’s Conditions. Buyer’s obligation to proceed to Closing is subject to the satisfaction (or Buyer’s written waiver) of the following conditions on or before the Closing Date:
(a) Accuracy of Representations and Warranties. Seller’s representations and warranties shall be true and correct in all material respects.
(b) Performance of Covenants. Seller shall have performed and complied with all covenants and obligations required by this Agreement to be performed on or prior to Closing.
(c) Deliveries. Seller shall have delivered the items specified in Section 9.2.
(d) Title. The Title Company shall be prepared to issue at Closing the title policy contemplated under Section 5.2(d).
(e) No Material Adverse Change. Between the Effective Date and Closing, there shall have been no material adverse change to the Property or Seller’s ability to consummate the transaction.
8.2 Seller’s Conditions. Seller’s obligation to proceed to Closing is subject to the satisfaction (or Seller’s written waiver) of the following conditions on or before the Closing Date:
(a) Accuracy of Representations and Warranties. Buyer’s representations and warranties shall be true and correct in all material respects.
(b) Performance of Covenants. Buyer shall have performed and complied with all covenants and obligations required by this Agreement to be performed on or prior to Closing.
(c) Deliveries. Buyer shall have delivered the items specified in Section 9.3.
9. CLOSING; DELIVERIES
9.1 Closing Procedure. Closing shall occur on the Closing Date through escrow with the Escrow Agent in accordance with standard Georgia real estate settlement practices unless otherwise agreed.
9.2 Seller’s Deliveries. At or before Closing, Seller shall deliver (or cause to be delivered) the following:
(a) Deed. A duly executed and recordable statutory warranty deed, in the form attached as Exhibit A (the “Deed”), conveying fee simple title to the Property to Buyer, subject only to the Permitted Exceptions, and properly attested by two witnesses, one of whom may be a notary public, as required under Georgia law.
(b) Bill of Sale and Assignment. An assignment and bill of sale for the Personal Property, warranties (to the extent assignable), licenses, permits, and intangible property related to the Property.
(c) FIRPTA Affidavit. A non-foreign person affidavit under IRC §1445.
(d) Owner’s Title Affidavit. Customary owner’s affidavit sufficient to delete standard exceptions from Buyer’s title policy and gap indemnity.
(e) Environmental Indemnity Agreement. The environmental indemnity agreement described in Section 12.2(a).
(f) Tenant Notices (if applicable). Notices to tenants regarding the transfer of ownership, prepared in compliance with O.C.G.A. requirements.
(g) Settlement Statement. A consummated closing or settlement statement signed by Seller.
9.3 Buyer’s Deliveries. At or before Closing, Buyer shall deliver (or cause to be delivered):
(a) Purchase Price Funds. The balance of the Purchase Price, as adjusted.
(b) Environmental Indemnity Agreement. A counterpart of the environmental indemnity agreement described in Section 12.2(b).
(c) Certificate. A certificate confirming Buyer’s representations and warranties remain true and correct as of Closing.
(d) Settlement Statement. A consummated closing or settlement statement signed by Buyer.
9.4 Post-Closing Obligations. The parties will cooperate to cause the Deed and any other recordable documents to be timely recorded in the county real property records and to file applicable real estate transfer tax declarations.
10. RISK OF LOSS; CONDEMNATION
10.1 Casualty.
(a) Notice. Seller shall promptly provide Buyer with written notice of any casualty affecting the Property (each, a “Casualty Notice”).
(b) Material Casualty. If, prior to Closing, the Property is damaged by casualty and the cost to repair exceeds [CASUALTY THRESHOLD] or the casualty materially impairs access to or the current use of the Property, Buyer may, within ten (10) Business Days after receipt of Seller’s estimate of the repair cost, elect either (i) to terminate this Agreement and receive a refund of the Earnest Money, or (ii) to proceed to Closing, in which event Seller shall assign to Buyer all insurance proceeds (and pay to Buyer any deductible) attributable to such casualty.
(c) Non-Material Casualty. If the casualty is not material as described above, the parties shall proceed to Closing with an assignment of insurance proceeds and credit for any deductible.
10.2 Condemnation. If, prior to Closing, any governmental authority commences eminent domain proceedings or threatens in writing to take any portion of the Property that materially impairs access or current use, Buyer may terminate this Agreement by notice to Seller within ten (10) Business Days after receipt of Seller’s notice thereof, whereupon the Earnest Money shall be refunded to Buyer. If Buyer does not timely terminate, the parties shall proceed to Closing, and Seller shall assign to Buyer all condemnation awards.
11. DEFAULT; REMEDIES
11.1 Buyer Default. If Buyer breaches its obligations and fails to cure within five (5) Business Days after written notice from Seller (except for failure to close and pay the Purchase Price, which shall not be subject to cure), Seller’s sole and exclusive remedy shall be as provided in Section 11.3(a).
11.2 Seller Default. If Seller breaches its obligations and fails to cure within five (5) Business Days after written notice from Buyer, Buyer shall be entitled to the remedies set forth in Section 11.3(b).
11.3 Remedies.
(a) Seller’s Remedy. If Buyer defaults, Seller shall be entitled to the Earnest Money as agreed liquidated damages, it being acknowledged that Seller’s actual damages would be difficult to ascertain and the Earnest Money represents the parties’ reasonable estimate thereof. Seller waives any right to seek additional damages, except for Buyer’s indemnity obligations surviving termination.
(b) Buyer’s Remedies. Upon Seller Default, Buyer may elect either (i) to terminate this Agreement and receive a refund of the Earnest Money, together with reimbursement of Buyer’s documented, third-party due diligence costs not to exceed [REIMBURSEMENT CAP], or (ii) to seek Specific Performance of Seller’s obligation to convey the Property, which remedy Seller acknowledges is appropriate given the unique nature of real property.
[// GUIDANCE: Parties occasionally negotiate mutual specific performance or cap reimbursements.]
(c) Attorneys’ Fees. The prevailing party in any action or proceeding arising out of this Agreement shall be entitled to recover its reasonable attorneys’ fees and costs.
12. RISK ALLOCATION
12.1 Limitation of Liability. Notwithstanding anything herein to the contrary, neither party’s aggregate liability for breach of representations, warranties, and covenants surviving Closing shall exceed [LIABILITY CAP OR “NO CAP”]; provided, however, the foregoing cap shall not apply to fraud, willful misconduct, or obligations arising under Section 12.2 (Environmental Indemnity).
12.2 Environmental Indemnity.
(a) Seller Indemnity. Seller shall indemnify, defend, and hold harmless Buyer and its successors and assigns (collectively, “Buyer Indemnitees”) from and against any and all claims, demands, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or resulting from (i) any violation of Environmental Laws, or (ii) the presence, release, or migration of Hazardous Materials, in each case to the extent attributable to conditions existing prior to Closing or activities of Seller or its agents.
(b) Buyer Indemnity. Buyer shall indemnify, defend, and hold harmless Seller and its successors and assigns (collectively, “Seller Indemnitees”) from and against any and all claims, demands, losses, damages, liabilities, costs, and expenses arising out of or resulting from (i) any violation of Environmental Laws, or (ii) the presence, release, or migration of Hazardous Materials, in each case to the extent attributable to conditions arising or first occurring after Closing or activities of Buyer or its agents.
(c) Survival. The Environmental Indemnities shall survive Closing indefinitely and shall not be limited by Section 12.1.
12.3 Insurance Requirements. Until Closing, Seller shall maintain its existing all-risk property and general liability insurance. Buyer shall carry, and shall cause its contractors to carry, insurance customary for pre-acquisition inspections as required under Section 5.1.
12.4 Force Majeure. Neither party shall be in default hereunder for failure or delay in performing any non-monetary obligation (excluding payment of funds and indemnification obligations) due to acts of God, war, terrorism, epidemics, governmental orders, or any other cause beyond its reasonable control (“Force Majeure”). The applicable period for performance shall be extended day-for-day for the duration of the Force Majeure, not to exceed [FORCE MAJEURE EXTENSION CAP] days.
13. DISPUTE RESOLUTION
13.1 Governing Law; Forum.
(a) This Agreement shall be governed by and construed in accordance with the internal laws of the State of Georgia, without regard to choice-of-law principles.
(b) Exclusive Jurisdiction. Each party irrevocably submits to the exclusive jurisdiction of the state courts located in [COUNTY, GA] (and, if federal jurisdiction exists, the U.S. District Court for the Northern District of Georgia) for any litigation arising out of this Agreement, except as provided in Section 13.2 if arbitration is selected.
13.2 Arbitration (Optional). If the parties initial below, any dispute that the parties are unable to resolve informally shall be submitted to binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with the AAA Commercial Arbitration Rules in effect at the time the arbitration is initiated.
Seller Initials: [ ] Buyer Initials: [ ]
13.3 Specific Performance. The parties acknowledge and agree that the Property is unique and that monetary damages alone would be inadequate to compensate Buyer for Seller’s breach; therefore, in addition to any other remedy, Buyer shall be entitled to seek Specific Performance.
13.4 Jury Trial Waiver (Optional). IF INITIALLED BELOW, EACH PARTY HEREBY VOLUNTARILY, KNOWINGLY, AND IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING (WHETHER BASED IN CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT.
Seller Initials: [ ] Buyer Initials: [ ]
14. GENERAL PROVISIONS
14.1 Notices. All notices, consents, and approvals required or permitted hereunder shall be in writing and deemed given (i) upon personal delivery, (ii) one (1) Business Day after deposit with a nationally recognized overnight courier, or (iii) upon confirmation of electronic mail transmission if followed by delivery via (i) or (ii), in each case addressed to the parties at the addresses set forth below or such other address as may be designated by notice.
14.2 Entire Agreement. This Agreement, together with the exhibits and schedules hereto, constitutes the entire agreement of the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter herein.
14.3 Amendments; Waivers. No amendment or modification of this Agreement shall be effective unless in writing and signed by Buyer and Seller. No waiver shall be effective unless in writing and signed by the waiving party.
14.4 Assignment. Buyer may assign its rights (but not its obligations) under this Agreement to an Affiliate or a special-purpose entity formed for the purpose of taking title to the Property, provided Buyer promptly delivers written notice to Seller and such assignee assumes in writing all obligations of Buyer hereunder. Any other assignment by Buyer requires Seller’s prior written consent, not to be unreasonably withheld or delayed.
14.5 Successors and Assigns. Subject to Section 14.4, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
14.6 Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect, and the invalid or unenforceable provision shall be reformed to the minimum extent necessary to render it valid and enforceable.
14.7 Headings; Construction. Section headings are for convenience only and shall not affect the interpretation of this Agreement. The parties acknowledge that each has reviewed and negotiated this Agreement and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply.
14.8 Counterparts; Electronic Signatures. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original but all of which together shall constitute one instrument. Delivery of an executed counterpart of this Agreement by electronic transmission (e.g., PDF or DocuSign®) shall be as effective as delivery of an original ink-signed counterpart.
14.9 Further Assurances. The parties shall execute and deliver such further instruments and take such additional actions as may be reasonably necessary to carry out the purposes and intent of this Agreement.
15. EXECUTION
IN WITNESS WHEREOF, the parties hereto have executed this Commercial Purchase and Sale Agreement as of the Effective Date.
SELLER:
[SELLER LEGAL NAME], a [STATE] [ENTITY TYPE]
By: _____
Name: [PRINTED NAME]
Title: [TITLE]
Date: ____
[Seal, if required under Seller’s organizational documents]
BUYER:
[BUYER LEGAL NAME], a [STATE] [ENTITY TYPE]
By: _____
Name: [PRINTED NAME]
Title: [TITLE]
Date: ____
NOTARY BLOCKS
[// GUIDANCE: Georgia deeds require attestation by two witnesses, one of whom may be a notary public. Include appropriate notary acknowledgments for both parties if the execution block or Deed is being notarized.]
EXHIBITS AND SCHEDULES (Attach as needed)
Exhibit A — Form of Warranty Deed
Exhibit B — Legal Description of the Property
Exhibit C — Bill of Sale and Assignment
Exhibit D — Form of Environmental Indemnity Agreement
Schedule 1 — Due Diligence Materials Index
Schedule 2 — Permitted Exceptions (final)
Schedule 3 — Proration Schedule
[// GUIDANCE: Prior to finalization, cross-check all defined terms, section references, and exhibits. Verify compliance with county-specific recording requirements, Georgia transfer tax exemptions (if any), and confirm that the Title Company’s closing instructions align with the agreed risk allocation.]