RESIDENTIAL PURCHASE AND SALE AGREEMENT

(State of Georgia)

[// GUIDANCE: This template is drafted for use in Georgia residential real estate transactions. Customize all bracketed text and review state-specific requirements before execution.]

TABLE OF CONTENTS

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

1. DOCUMENT HEADER

1.1 Title and Parties
This Residential Purchase and Sale Agreement (this “Agreement”) is entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between:

(a) Seller: [SELLER LEGAL NAME], a [TYPE OF ENTITY / INDIVIDUAL] having an address at [SELLER ADDRESS]; and

(b) Buyer: [BUYER LEGAL NAME], a [TYPE OF ENTITY / INDIVIDUAL] having an address at [BUYER ADDRESS].

Seller and Buyer are sometimes referred to individually as a “Party” and collectively as the “Parties.”

1.2 Recitals
WHEREAS, Seller is the owner of that certain residential real property located at [STREET ADDRESS, CITY, COUNTY, GA ZIP] and more particularly described in Exhibit A (the “Property”); and
WHEREAS, Seller desires to sell and Buyer desires to purchase the Property on the terms and subject to the conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

2. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined in this Section shall have the meanings assigned elsewhere in this Agreement.

“Appraisal Contingency Period” – the period ending at 11:59 p.m. Eastern Time on the date that is [NUMBER] calendar days after the Effective Date.

“Business Day” – any day other than Saturday, Sunday, or a day on which banks in the State of Georgia are authorized or required to close.

“Closing” – the consummation of the purchase and sale contemplated hereby, to occur on the Closing Date in accordance with Section 3.6.

“Closing Date” – [CLOSING DATE] or such other date as the Parties may mutually agree in writing.

“Contingency Periods” – collectively, the Due Diligence Period, Financing Contingency Period, and Appraisal Contingency Period.

“Due Diligence Period” – the period ending at 11:59 p.m. Eastern Time on the date that is [NUMBER] calendar days after the Effective Date.

“Earnest Money” – the sum of [EARNEST MONEY AMOUNT] USD deposited by Buyer pursuant to Section 3.3.

“Financing Contingency Period” – the period ending at 11:59 p.m. Eastern Time on the date that is [NUMBER] calendar days after the Effective Date.

“GA Closing Attorney” – the licensed Georgia attorney selected in accordance with Section 3.6 to conduct Closing and disburse funds.

“Hazardous Materials” – any substance regulated under applicable environmental laws, including but not limited to asbestos, lead-based paint, petroleum products, or mold concentrations exceeding recommended thresholds.

“Limited Indemnified Claims” – claims subject to Seller’s and Buyer’s indemnity obligations as set forth in Section 7.1.

“Title Company” – [TITLE COMPANY NAME] or any other title insurer acceptable to both Parties.

3. OPERATIVE PROVISIONS

3.1 Purchase and Sale

Seller agrees to sell, and Buyer agrees to purchase, the Property together with all improvements, fixtures, and appurtenances, subject to the terms of this Agreement.

3.2 Purchase Price

(a) Total Purchase Price: [PURCHASE PRICE] USD (the “Purchase Price”).
(b) Payable as follows:
(i) Earnest Money (Section 3.3)............................. [AMOUNT]
(ii) Additional Deposit, if any, due on or before [DATE]..... [AMOUNT]
(iii) Balance due at Closing................................ [AMOUNT]

3.3 Earnest Money

(a) Within two (2) Business Days after the Effective Date, Buyer shall deposit the Earnest Money with [ESCROW AGENT NAME], to be held in trust in a non-interest-bearing escrow account.
(b) Upon a Buyer default, the Earnest Money shall constitute liquidated damages and the sole and exclusive remedy of Seller, subject to Section 6.2(c).
[// GUIDANCE: The “earnest_money” liability cap required by metadata is implemented here.]

3.4 Contingency Periods

(a) Buyer may terminate this Agreement by written notice to Seller prior to expiration of any Contingency Period if Buyer is not satisfied, in Buyer’s sole discretion, with the results of its investigations or financing efforts.
(b) If Buyer fails to timely terminate, all contingencies shall be deemed waived.

3.5 Property Condition; Inspections

(a) Seller shall provide Buyer and Buyer’s representatives reasonable access to the Property during the Due Diligence Period.
(b) Buyer’s inspections shall not damage the Property and Buyer shall restore any disturbed areas.

3.6 Closing Procedures

(a) Closing shall occur at the offices of the GA Closing Attorney on the Closing Date.
(b) Seller and Buyer shall execute all documents customarily executed in Georgia residential closings, including a Georgia warranty deed, transfer tax returns, and FIRPTA affidavit when applicable.
(c) All funds shall be disbursed by the GA Closing Attorney pursuant to written settlement statements.
(d) Possession shall be delivered to Buyer at 5:00 p.m. Eastern Time on the Closing Date unless otherwise agreed in writing.

3.7 Prorations and Adjustments

Real property ad valorem taxes, HOA dues, rents (if any), and utility charges shall be prorated through the Closing Date based upon the most recent available information.

3.8 Closing Costs

(a) Seller shall pay: title curative fees, Georgia transfer tax, and one-half of the Closing Attorney’s fee.
(b) Buyer shall pay: title insurance premium, recording fees, lender charges, and one-half of the Closing Attorney’s fee.

3.9 Possession and Keys

Seller shall deliver all keys, access codes, and garage openers to Buyer at Closing.

4. REPRESENTATIONS AND WARRANTIES

4.1 Seller’s Representations

Seller represents and warrants to Buyer as of the Effective Date and as of Closing that:
(a) Seller has good, marketable, and insurable fee simple title to the Property.
(b) Seller has full power and authority to enter into and perform this Agreement.
(c) There are no leases, options, or other rights of occupancy affecting the Property except as disclosed on Exhibit B.
(d) Seller has received no written notice of any pending condemnation, zoning change, code violation, or special assessment affecting the Property.
(e) Seller has disclosed all material latent defects actually known to Seller.
(f) For Property constructed prior to 1978, Seller has fully complied with all federal lead-based paint disclosure requirements (see Exhibit C).
(g) No Hazardous Materials have been released, generated, or stored on the Property in violation of applicable law.

4.2 Buyer’s Representations

Buyer represents and warrants that:
(a) Buyer has the legal capacity and authority to enter into this Agreement.
(b) Buyer has, or will have at Closing, sufficient funds to consummate the purchase or a valid loan commitment.
(c) Buyer is not relying on any statement or representation by Seller or any broker that is not expressly set forth in this Agreement or in the Seller’s written disclosures.

4.3 Survival; Limitations

Seller’s representations in Section 4.1 shall survive Closing for a period of [SURVIVAL PERIOD, e.g., 12] months, after which they shall merge into the deed and be of no further force or effect, except for fraud.

5. COVENANTS AND RESTRICTIONS

5.1 Seller’s Covenants

(a) Maintenance: From the Effective Date through Closing, Seller shall maintain the Property in substantially the same condition, ordinary wear and tear excepted.
(b) Liens: Seller shall not further encumber the Property and shall satisfy any liens at or prior to Closing.
(c) HOA Compliance: Seller shall remain in compliance with all applicable HOA covenants and pay all assessments due through Closing.

5.2 Buyer’s Covenants

(a) Buyer shall timely deliver all documentation reasonably requested by the lender and GA Closing Attorney.
(b) Buyer shall maintain the confidentiality of any non-public information obtained during Due Diligence.

5.3 Notice and Cure

A Party alleging the other Party’s breach of any covenant shall provide prompt written notice, after which the breaching Party shall have five (5) Business Days to cure, except as otherwise provided herein.

6. DEFAULT AND REMEDIES

6.1 Seller Default

(a) Failure to perform any material obligation or breach of representation not cured within the applicable cure period constitutes a “Seller Default.”
(b) Buyer’s Remedies: (i) terminate this Agreement and receive a refund of the Earnest Money plus documented out-of-pocket expenses not to exceed [$______]; or (ii) seek specific performance. Monetary damages against Seller are otherwise waived.

6.2 Buyer Default

(a) Failure to perform any material obligation or breach of representation not cured within the applicable cure period constitutes a “Buyer Default.”
(b) Seller’s Sole Remedy: retention of the Earnest Money as liquidated damages, the adequacy of which the Parties acknowledge.
(c) Seller waives any additional claims for monetary damages but retains the right to seek equitable relief to compel Buyer to remove any clouds on title created by Buyer.

6.3 Attorney Fees

In any action arising out of this Agreement, the prevailing Party shall be entitled to reasonable attorney fees and costs, except as limited by Sections 6.1 and 6.2.

7. RISK ALLOCATION

7.1 Limited Indemnification

(a) Seller shall indemnify, defend, and hold harmless Buyer from Limited Indemnified Claims arising from Seller’s breach of Section 4.1 or Section 5.1.
(b) Buyer shall indemnify, defend, and hold harmless Seller from Limited Indemnified Claims arising from Buyer’s breach of Section 4.2 or Section 5.2.
(c) Indemnification Cap: each Party’s aggregate liability under this Section 7.1 shall not exceed the Purchase Price.

7.2 Limitation of Liability

Except for fraud or willful misconduct, and except as otherwise provided under Section 7.1, each Party’s liability for damages shall be limited to the Earnest Money.

7.3 Insurance

Until Closing, Seller shall maintain property insurance with coverage limits not less than the replacement cost of the improvements.

7.4 Force Majeure

Neither Party shall be liable for failure to perform caused by events beyond its reasonable control, including but not limited to acts of God, governmental orders, or pandemics, provided the affected Party gives prompt written notice and resumes performance when possible.

8. DISPUTE RESOLUTION

8.1 Governing Law

This Agreement and any dispute hereunder shall be governed by and construed in accordance with the laws of the State of Georgia without regard to conflict of law principles.

8.2 Forum Selection

The Parties irrevocably submit to the exclusive jurisdiction of the state courts sitting in the county where the Property is located.

8.3 Optional Arbitration

[OPTION: If the Parties initial here _/_, any dispute shall be resolved by binding arbitration administered by [ARBITRATION ADMINISTRATOR] under its residential real estate rules. Judgment on the award may be entered in any court of competent jurisdiction.]
[// GUIDANCE: Leave blank for litigation default; include only if all Parties consent.]

8.4 Jury Trial

No waiver of jury trial is included; the Parties shall retain all constitutional rights to jury trial.

8.5 Equitable Relief

Nothing herein shall limit either Party’s right to seek specific performance or temporary injunctive relief to preserve the status quo with respect to the Property.

9. GENERAL PROVISIONS

9.1 Notices

All notices shall be in writing and delivered (i) personally, (ii) by certified U.S. Mail, return receipt requested, (iii) by nationally recognized overnight courier, or (iv) by email with confirmed receipt, to the addresses set forth in Section 1.1 (or subsequently designated in writing). Notice is deemed given upon receipt or rejection.

9.2 Entire Agreement; Integration

This Agreement, together with the Exhibits and any written amendments, constitutes the entire understanding of the Parties and supersedes all prior negotiations or agreements.

9.3 Amendments and Waivers

No amendment or waiver shall be effective unless in a writing signed by both Parties. A waiver of any breach shall not be deemed a waiver of any subsequent breach.

9.4 Assignment

Buyer may not assign this Agreement without Seller’s prior written consent, except to a wholly owned affiliate that assumes all obligations herein. Any unauthorized assignment is void.

9.5 Successors and Assigns

Subject to Section 9.4, this Agreement shall bind and inure to the benefit of the Parties and their respective heirs, successors, and permitted assigns.

9.6 Severability

If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force, and the invalid provision shall be reformed to the minimum extent necessary to effectuate its intent.

9.7 Time of Essence

Time is of the essence with respect to all dates and deadlines herein.

9.8 Counterparts; Electronic Signatures

This Agreement may be executed in counterparts, each of which is deemed an original and all of which constitute one instrument. Electronic signatures or electronic notarization in compliance with Georgia law shall be deemed original.

10. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

SELLER:

[SELLER NAME]
Date: _______

BUYER:

[BUYER NAME]
Date: _______

NOTARY ACKNOWLEDGMENT (Seller)
State of Georgia, County of __
On this ___ day of _, 20__, before me, the undersigned Notary Public, personally appeared ___, proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed within this instrument, and acknowledged that he/she/they executed the same.

Notary Public
My Commission Expires: _______

[Duplicate acknowledgement block for Buyer if required.]

[// GUIDANCE: Georgia law generally requires an attorney to be present at Closing and a witness/notary for deeds. Confirm local recording office requirements.]

11. EXHIBITS & SCHEDULES

• Exhibit A – Legal Description of the Property
• Exhibit B – Seller’s Property Disclosure Statement
• Exhibit C – Lead-Based Paint Disclosure (if applicable)
• Exhibit D – Contingency Dates & Deadlines Schedule

[// GUIDANCE:
1. Attach the statutory Lead-Based Paint disclosure for homes built before 1978 (24 C.F.R. § 35.92; 40 C.F.R. § 745.107).
2. Georgia does not mandate a statewide property disclosure form, but prudent practice—and most MLS requirements—dictate inclusion of a thorough Seller’s Property Disclosure Statement.
3. Ensure the GA Closing Attorney prepares and records the warranty deed, Georgia Real Estate Transfer Tax form (PT-61), and any required tax affidavits at Closing.
4. Confirm local county witness/signature formatting to avoid deed rejection.]