Commercial purchase agreement guides

A practical review order for a commercial real estate purchase and sale agreement before either side signs — from the deposit to the default remedies.

The deposit is the buyer’s money at risk and the seller’s main remedy — when it goes hard decides who really controls the deal.

The due-diligence period is the buyer’s window to investigate and walk away — its length and how it ends decide how much protection it really gives.

A financing contingency lets a buyer cancel and recover the deposit if it cannot get a loan — many commercial PSAs leave it out entirely.

Title and survey review is how a buyer confirms it is actually getting clean, usable ownership — and whether the seller has to fix problems or merely may.

An AS-IS clause shifts the risk of the property’s condition to the buyer — making the due-diligence period the buyer’s real protection.

Representations are the seller’s factual promises — their scope, survival, and limits decide whether a buyer has any remedy after closing.

Closing-cost allocation and prorations decide who pays for what at the closing table — small clauses that move real money.

The remedies clause decides who wins if the deal breaks — and it is often deliberately asymmetric between buyer and seller.

If the building burns or is condemned between signing and closing, the casualty clause — not luck — decides who bears the loss.

Two clauses that are easy to overlook until they matter: whether you can assign the contract to your deal entity, and whether the deal can be a 1031 exchange.

A fast checklist of the clauses that most often disadvantage a buyer in a commercial purchase and sale agreement.