commercial purchase and sale agreements revealed …

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.

http://www.garealtor.com/

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

[email protected]

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

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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

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�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

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�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

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� 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

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� 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.)

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�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

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�Other (cont’d)� Survival of Agreement

� Warranties Transfer

� Terminology

� Time of Essence

�Definitions

�Beware of Cyber Fraud

�Exhibits & Addenda

�Special Stipulations

�Signature Block

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� 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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e by and between __________________________________________

g Broker/Agent”), __________________________________

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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

ONLY

_____________________ (“Seller”) with regard to the property and / or

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d / or

___________________ business (“Busine

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___________________ business (“Business”) located at:

ONLY

ss”) located at:

________________________________________________________________________________________________________

ONLY________________________________________________________________________________________________________

________________________________________________________________________________________________________

ONLY________________________________________________________________________________________________________

_______________________________, Georgia. (“Property”)

ONLY_______________________________, Georgia. (“Property”)

d valuable consideration, the receipt and sufficiency of which

ONLY

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

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ent”) and Selling Broker if they first agree to the terms of th

Handout Page 11


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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n intended third-party beneficiary of this Agreement and

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able provisions hereof.

Handout Page 12


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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_________________________________________________ _________________________________________________

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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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_________________________________________________ _________________________________________________

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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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_________________________________________________ _________________________________________________

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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

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___ _ TRAIN

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Licensee’s Phone Number Fax Number TRAIN

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Licensee’s Phone Number Fax Number

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_________________________________________________ _________________________________________________

ONLY

_________________________________________________ _________________________________________________

_________________________________________________ _________________________________________________

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_________________________________________________ _________________________________________________

ONLY

ONLY

Home

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Home

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Work

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Work

_________________________________________________ _________________________________________________

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_________________________________________________ _________________________________________________

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_________________________________________________ _________________________________________________

______________________________ _______________ ______________________________ ______________ ONLY

______________________________ _______________ ______________________________ ______________ Print or Type Name Date Print or Type Name Date O

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Handout Page 13


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: _______________________________

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______________________________________ (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

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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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If the above-referenced terms and conditions of a possible Purc

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If the above-referenced terms and conditions of a possible Purchase and Sale Agreement are acc

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hase and Sale Agreement are accmove forward to negotiate and prepare a Purchase and Sale Agree

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move forward to negotiate and prepare a Purchase and Sale Agreement, please so indicate by signing and dating the appropriate

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ment, please so indicate by signing and dating the appropriate

Agr

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Agr

_________________________________________________ __________________________________________________

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_________________________________________________ __________________________________________________

_________________________________________________ __________________________________________________ TRAIN

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_________________________________________________ __________________________________________________ Seller’s SiTR

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Seller’s Si

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Handout Page 15


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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et. seq., of the land records of the above county.

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ING et. seq., of the land records of the above county.

3. Closing Costs.

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Seller’s Contribution at Closing:

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b. Seller Retains Possession

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b. Seller Retains Possession of Property Through:

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of Property Through:

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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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f the Offer Date.

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f the Offer Date.

$____________________________ within ____ day

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$____________________________ within ____ days from the Bindin

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s from the Bindin

_____________________________________________________________

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_____________________________________________________________

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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he Binding Agreement Date in

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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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Disputes regarding earnest money shall be resolved by a reasona

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hall be resolved by a reasona

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13. Brokerage Relationships in this Transaction.TRAIN

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13. Brokerage Relationships in this Transaction.TRAIN

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_____________________________TRAIN

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_____________________________

representing Buyer as a client. TRAIN

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representing Buyer as a client.

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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

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se/Section _________________________________ of ONLY

_____________________ of se/Section _________________________________ of se/Section ____________ONLY

se/Section _________________________________ of se/Section _________________ Subdivision/Development, according to O

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_____ Subdivision/Development, according to et. seq., of the land records of the above county. O

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et. seq., of the land records of the above county. ONLY

ONLY

Handout Page 16


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

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If the parties cannot mutually agrsimultaneously exchange with the otFO

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simultaneously exchange with the ot

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ce to deliver good funds to Hol

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ce to deliver good funds to Holis Agreement upon written notice to Buyer.

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f earnest money paragraph below:

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ure of the parties to enter int

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contingency or condition to which this Agreement is subject; (c) termination of this Agreement

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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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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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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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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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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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full settlement of all claims of Seller. It is agreed to by the parties that such liquidated dam

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parties that such liquidated damual damages, which damages are di

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ual damages, which damages are difficult to a

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fficult to aHolder shall disburse Earnest Money only as follows: (a) at Clo

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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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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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t (where there is no dispute over the formation or

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o dispute over the formation orparty shall seek damages from Holder, nor shall Holder be liabl

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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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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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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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Money that Holder cannot resolve, Holder shall settle the dispu

Reasonable Interpretation by Holder:

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Reasonable Interpretation by Holder: In the event earnest money disput

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In the event earnest money disputthe earnest money upon a reasonable interpretation of

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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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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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giving written notice of the same to Holder

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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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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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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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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

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whom the disbursement will now be reasonable period of time, and where Holder has a bona fide queTR

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reasonable period of time, and where Holder has a bona fide que

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r shall indemnify and hold Seller and all Brokers harmless from

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r shall indemnify and hold Seller and all Brokers harmless fromelated to the exercise of Buye

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elated to the exercise of Buyer’s rights

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r’s rights transaction, the availability a

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transaction, the availability and cost of

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nd cost of ll have the right to terminate

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ll have the right to terminate this

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this t is not desirable to proceed

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t is not desirable to proceed with the

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with the s earnest money in accordance with the earnest money paragraph

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s earnest money in accordance with the earnest money paragraph below.

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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

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the check has cleared the account on which the check was writte

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on which the check was writteby the bank upon which it is drawO

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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

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Handout Page 17


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

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Owner’s Policy (“Title Policy”).

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ll remain true and correct;

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(2) Buyer shall have performed all of the covenants undertaken by Buyer in this Agreement to be performed by Buyer at or prior

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(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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uted originals of the transfer tadocuments identified in Exhibi

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documents identified in Exhibit “C” that require Buyer’s signat

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t “C” that require Buyer’s signatons and adjustments, to Seller.

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ons and adjustments, to Seller.

Seller’s Monetary Contribution

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Seller’s Monetary Contribution e document, including, without li

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e document, including, without limitation, satisfactions of deeds to secure debt, quitclaim deed

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mitation, satisfactions of deeds to secure debt, quitclaim deedfinancing statement terminations; all deed recording fees and t

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financing statement terminations; all deed recording fees and the fees of Seller’s counsel.

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he fees of Seller’s counsel. Buyer shall pay the cost of Buye

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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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r’s counsel and consultants; all transfer taxes; any costs in connection with Buyer’s osts associated with obtaining

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osts associated with obtaining financing for the acquisition of Property (including any intang

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financing for the acquisition of Property (including any intangall deed recording fees and the cost of recording Buyer’s loan

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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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uyer and any owner’s or lender’s title in

Ad valorem property taxes, community association fees, solid w

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Ad valorem property taxes, community association fees, solid w

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which service cannot be terminat

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which service cannot be terminat

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ed as of the date of closing; r

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ed as of the date of closing; rthe calendar year in which the Clo

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the calendar year in which the Closing takes place shall be pro

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sing takes place shall be proproperty taxes are based upon an estimated tax bill or tax bill

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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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or the appeal being resolved, promptly make such financial adjubill. In the event there are tax TR

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bill. In the event there are tax savings resulting from a tax appeal, third party costs to handle the appeal may be deducted TRAIN

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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

ONLY

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


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

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(b) notice of acceptance of t


FOR


1. Notices.FOR

1. Notices. FOR

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a. Generally:FOR

a. Generally:regarding notice, the burden shaFO

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regarding notice, the burden shaapply even prior to this Agreement becoming binding. Notices sFO

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apply even prior to this Agreement becoming binding. Notices s

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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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executing this Agreement on

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nt and shall have the right, pow

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Seller has agreed to pay Listing Broker(s) a real estate commi

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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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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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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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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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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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, the closing attorney is directed to pay each Broker its respe the Broker(s) of a partial r

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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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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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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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Agreement. Brokers shall have no duty to advise Buyer and Sellethrough a survey, title search, Official Georgia Wood Infestati

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through a survey, title search, Official Georgia Wood Infestatiexpert, utility bill review, an appraisal, inspection by an env

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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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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

ONLY

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

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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

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behalf of Buyer have been duly and

Handout Page 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

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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

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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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, the written offer(s) of compens

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corporated herein by reference. The liquidated damages referenc

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ages and are not a penalty. In t

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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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including but not limited tobetween Buyer and Seller and commission claims brought by a bro

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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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ker, the non-prevailing party shall be liable to the prevailing

notify Buyer if the Property bec

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notify Buyer if the Property becprovide Buyer with the details of the same. Upon receipt of su

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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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greement upon notice to Seller in which event Buyer shall be ent

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n which event Buyer shall be entoward the Property without dedu

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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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All parties agree to do all things reasonably necessary to timAgreement. Buyer and Seller shall execute and deliver such cert

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Agreement. Buyer and Seller shall execute and deliver such certrequested by the closing attor

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requested by the closing attorney, mortgage lender

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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

ONLY

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

ONLY

ll not be authorized to receive notice on

ONLY

notice on ith the party or in which the

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ith the party or in which the Broker

ONLY

Broker practicing designated agency, only the designated agent of a c

ONLY practicing designated agency, only the designated agent of a client shall

ONLYlient shall

default. The non-defaulting party may

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default. The non-defaulting party may

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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Handout Page 20


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


FOR



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


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

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

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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

TRAIN

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

TRAIN

ING

rking in the real estate transaction. Posing as a legitimate cthem. In many cases, the frau

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ING

them. In many cases, the fraudulent e-mail is sent from what

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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

TRAIN

ING

you should treat as highly suspect any follow up e-mails you remortgage lender, closing attorney and/or real estate broker dir

TRAIN

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

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ING

ng you the wiring instructio

All exhibits and/or addenda attac

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ING

All exhibits and/or addenda attacAgreement. If any such exhibi TR

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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 “B” Due Diligence Materials TRAIN

ING


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


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


_________________________________________________ _________________________________________________ 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


Additional Signature Page (F267) is attached. Additional Signature Page (F267) is attached.


_________________________________________________ _________________________________________________ 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 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 _________________________________________________ _________________________________________________


FOR Licensee’s E-mail Address

_________________________________________________ _________________________________________________

FOR

_________________________________________________ _________________________________________________

FOR

REALTOR® Membership REALTOR® Membership

FOR

REALTOR® Membership REALTOR® Membership

_________________________________________________ _________________________________________________

FOR


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 _________________________________________________ _________________________________________________

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ING

TRAIN

ING


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ING


_________________________________________________ _________________________________________________

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ING


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ING

Buyer’s E-mail Address Seller’s E-mail Address


TRAIN

ING


TRAIN

ING


TRAIN

ING



TRAIN

ING


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

________________________________ _______________ ________________________________ ______________

TRAIN

ING

________________________________ _______________ ________________________________ ______________ Broker/Affiliated Licensee Signature

TRAIN

ING

Broker/Affiliated Licensee Signature Date

TRAIN

ING

Date

________________________ ______________________ ________________________ _____________________

TRAIN

ING

________________________ ______________________ ________________________ _____________________ Print or Type Name GA Real Estat

TRAIN

ING

Print or Type Name GA Real Estat

TRAIN

ING

e License # Print or Type Name

TRAIN

ING

e License # Print or Type Name

TRAIN

ING

TRAIN

ING

TRAIN

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


ONLY

_________________________________________________ _________________________________________________

ONLY

_________________________________________________ _________________________________________________

ONLY

ONLY

Home

ONLY

Home

ONLY

Work

ONLY

Work

_________________________________________________ _________________________________________________

ONLY_________________________________________________ _________________________________________________

_________________________________________________ _________________________________________________

ONLY_________________________________________________ _________________________________________________

______________________________ _______________ ______________________________ ______________

ONLY


ONLY


_________________________________________________ _________________________________________________ ONLY

_________________________________________________ _________________________________________________ ceiving Notice O

NLY

ceiving Notice

Handout Page 22


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


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.


®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

TRAIN

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

TRAIN

ING

come tax returns for the Business being sold for the last ______________________ (___)

TRAIN

ING

ness being sold for the last ______________________ (___) ting schedules and elections.

TRAIN

ING

ting schedules and elections.

rrent accounts re

TRAIN

ING

rrent accounts receivable and ac

TRAIN

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

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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


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.


®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

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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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All plans and specifications for Property improvements, including, without limitati

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ng, without limitation, diagrams of any outdoor irrigation

TRAIN

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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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with respect to all real property improvements and fixtures; an

udies regarding actions required

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ING

udies regarding actions required to bring Property into compliance with the American with

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to bring Property into compliance with the American with local ordinance or code.

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local ordinance or code.

All existing leases and subleases (including concession and lic

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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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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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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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Property (or for the previous 36 months, if shorter); and/or

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6 months, if shorter); and/or

c. A schedule of allowances or rebates due on tenant improveme

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c. A schedule of allowances or rebates due on tenant improveme(including, as tenants, any space concessionaires of licensees)

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(including, as tenants, any space concessionaires of licensees)

4. Environmental & Assessments. TRAIN

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4. Environmental & Assessments. TRAIN

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All environmental (hazardous subsTRAIN

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All environmental (hazardous subsand reports, including any wetlands reports; and/or TR

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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


ONLY


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


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

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ING tter agreements relating thereto.

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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


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


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.


®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

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ING

ovements to the extent they could be determined to be personal p

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ING

ould be determined to be personal p

Estoppel certificates from all

TRAIN

ING

Estoppel certificates from all existing commercial tenants, con

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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

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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.

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n Seller’s possession.

10. Leases and Contracts.

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ING

10. Leases and Contracts. Original executed counterparts

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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


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

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ING

deral or state statute, or any p

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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

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d all licenses and permits. Tnderwriters (or organization exer

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ING

nderwriters (or organization exerrequesting the performance of

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requesting the performance of any work or alteration in respec

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ING

any work or alteration in respec

any condemnation or other tak

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ING

any condemnation or other takof Seller’s knowle

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ING

of Seller’s knowledge, there are no pendi

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dge, there are no pendi in the nature or in lieu the

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in the nature or in lieu thereof) affecting Property or any

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reof) affecting Property or any

Seller is not aware of any structural or other defects, latent

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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

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ng, electrical, plumbing, water, storm drainage and sanitary sewer systems at or servicing knowledge, in good condition and w

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knowledge, in good condition and w

To the best of Seller’s knowledge, there is no default, or any

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To the best of Seller’s knowledge, there is no default, or any would constitute a default or b

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ING

would constitute a default or breach on the part of Seller unde

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reach on the part of Seller undethe Property; and, to the best of

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the Property; and, to the best of

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ING

Seller’s knowledge, there is

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Seller’s knowledge, there is the Property; and, to the best of Seller’s knowledge, there is the Property; and, to the best of

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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

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time or notice, or both, would constitute a default or breach t

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onstitute a default or breach tany declaration.

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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: _____________________________________

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ING

ch the closing occurs have been paid in full or shall be paid i

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ING


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

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ING

hat there are any pending proceedimpairing or restricting access between Property and adjacent p

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impairing or restricting access between Property and adjacent public roads and, to the best of S

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ublic roads and, to the best of S

Seller has provided Buyer with copies of all existing equipment

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Seller has provided Buyer with copies of all existing equipmentaintenance of Property. All s

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aintenance of Property. All such contracts are in full force and effect in accordance with their

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uch contracts are in full force and effect in accordance with their respective provisions, and to Seller’s knowledge, there is no d

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respective provisions, and to Seller’s knowledge, there is no default, or claim of default, or any

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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

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tute a default on the part of any party to any of such contracts. All such contracts are termipay any severance or similar c

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ING

pay any severance or similar compensation on no more than th

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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

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ING

ity have been tr

To the best of Seller’s knowledge, there are no violations of l

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ING

To the best of Seller’s knowledge, there are no violations of lother legal requirements with res

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ING

other legal requirements with respect to Property; the Improvem

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ING

pect to Property; the Improvemapplicable zoning ordinances) with respect to the use, occupanc

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ING

applicable zoning ordinances) with respect to the use, occupanc

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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


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.

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Additional Comments:

Thank you for your input. (Revised 52017)