Commercial Purchase & Sale Agreement (PSA) Checklist

The headline number plus the money mechanics that quietly create or destroy leverage.

• Purchase price stated, with exactly what it includes and excludesSpell out real estate, FF&E, personal property, and intangibles so nothing gets carved out at closing.
• Price allocation across asset classes set for depreciation/tax
• Earnest money amount confirmed (typically 1–5% of price)
• Deposit schedule — initial at execution, additional at end of DD
• Escrow held by an independent title company, not the seller's attorneyEM held by the seller's attorney creates leverage problems if the seller defaults.
• Exact date earnest money goes hard (non-refundable) is stated

The clock the entire deal runs on — and the extension rights you'll wish you had.

• Due-diligence period length (30–90 days) and when the clock starts
• "DD pause" language — clock stops if seller delivers documents lateWithout it, a slow seller burns your DD window while you wait on deliverables.
• Seller deliverables list with a hard delivery deadline
• Right to terminate during DD and recover the full deposit
• Closing date and an "outside" (latest-possible) date
• Closing extension rights for cause (e.g., 30 days with notice)Match the closing date to your lender's real timeline — don't agree to 45 days if your lender needs 60.

Your exit ramps if financing, title, or the survey turn up problems.

• Financing contingency with a defined approval timeline (30–45 days)Include one even if you're confident; "subject to financing" with no specifics is unenforceable.
• Title review window to raise objections (typically 15–30 days)
• Seller cure obligation defined, with buyer's right to terminate if uncured
• Permitted exceptions buyer accepts at closing are listed
• New title exceptions found after the original commitment are addressed
• Survey delivered and objection rights tied to it

The seller's promises — and how long they protect you after the deal closes.

• "As-is" qualified by seller representations and warranties
• Specific reps secured — authority, no undisclosed litigation/environmental, zoning compliance, financials accurate, all leases and contracts disclosed
• Survival period for reps (push for 12+ months past closing)Standard is 6–12 months; push past 12.
• Damages cap on rep breaches (standard 1–5% of price)
• Indemnification basket and cap reviewed — watch one-sided "mutual" exposure
• Operating covenants — seller can't sign new leases or alter the property without buyer approval
• Which service contracts transfer to buyer vs. terminate at closing
• Right to a final walk-through before closing
• Tenant estoppels and SNDAs: which tenants, what form, and a delivery deadlineMake the seller responsible for obtaining them by a date — otherwise they have no reason to push tenants and you can't close.

What happens if the deal breaks — and the clauses that protect your downside and your structure.

• Buyer default = seller keeps earnest money as liquidated damages (standard)
• Seller default remedies include specific performance — not just deposit returnAlso push for reimbursement of your DD costs and a damages claim.
• Casualty/condemnation: damage threshold that triggers a buyer termination right (e.g., 5% of value)
• Insurance proceeds and condemnation awards assigned to buyer at closingCritical for Florida deals — hurricane-season risk makes this anything but boilerplate.
• Assignment right to an affiliate or 1031 exchange entity preserved
• 1031 exchange cooperation language included where applicableCosts nothing and keeps tax-deferred treatment available for either side.
• Closing-cost allocation set — transfer/doc-stamp tax, title insurance, recording, escrow fees
• Prorations defined — taxes, rents, CAM reconciliations, security deposits, utilities
• Closing mechanics and conditions precedent specified — deliverables, funding order, deadlines
• Broker/commission acknowledgment with indemnity against undisclosed brokers
• Every LOI term verified to survive into the PSA, unchanged