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Important Update:
Earlier today, October 8, 2026, Governor Kemp declared a new 8-day statewide State of Emergency (“SOE”) in response to Hurricane Isaias.
Because the petroleum SOE and Hurricane Isaias SOE are separate emergencies, the new declaration independently triggers the automatic extension provision in the GAR Purchase and Sale Agreement (excluding the New Construction PSA). This is true even if the contract’s deadlines were already extended by the petroleum SOE.
For contracts that became binding on or before October 7, 2026, all unexpired deadlines, including the Closing Date, automatically extend by an additional 8 days, unless the parties agree otherwise in writing.
Why the Declaration Date Matters
The GAR provision is triggered when the Governor declares an SOE after the Binding Agreement Date. The declaration date controls, not the date the emergency begins or takes effect.
For example, the petroleum SOE was declared September 28, even though it took effect September 29. Therefore, only contracts binding on or before September 27 were impacted. The provision’s final sentence, which states that deadlines do not extend if the contract becomes binding during an SOE, does not change this rule. The triggering event is still the declaration.
What to Do
Pending GAR contracts binding on or before September 27:
These contracts predate both declarations. Unless amended, all unexpired deadlines, including the Closing Date, automatically extend 16 days:
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8 days for the petroleum SOE; plus
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8 days for the Hurricane Isaias SOE.
Pending GAR contracts binding September 28 through October 7:
These contracts do not receive the petroleum extension because they became binding on or after the date of that declaration. They do, however, predate the October 8 Hurricane Isaias declaration. All unexpired deadlines, including the Closing Date, extend:
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8 days for the Hurricane Isaias SOE.
Pending GAR contracts binding October 8, 2026, or later:
These contracts became binding after the petroleum declaration and on or after the date of the Hurricane Isaias declaration, so no automatic extension applies under either SOE.
Tips
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The Delays Caused by Emergencies provision is different from the 8-day Unilateral Extension of the Closing Date provision. The unilateral extension of the Closing Date requires notice from one party and applies only in limited circumstances. The SOE provision applies automatically and extends all unexpired deadlines, not just the Closing Date.
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A deadline does not have to fall during the SOE to be extended. Once the provision is trigger by a SOE declared after the Binding Agreement Date, every deadline that is still unexpired at that time extends, even if the original deadline falls after the SOE ends.
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No amendment or signature is required. The extension is automatic. The parties may agree in writing to keep the original timeline, but absent that agreement, the deadlines move.
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Count how many days the SOE exists, not how many days it lasts. Today, the second SOE exists for part of the day, so today is day 1, not day 0.
We’re Here for You
As always, if you have questions about how the State of Emergency language applies to your transaction, reach out to Weissman. We’re here to support you, keep deals moving, and help you navigate these situations with confidence and ease.
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