A purchase and sale agreement runs the clock on a commercial acquisition, and missing one date can cost the deposit. Upload the PSA and get the parties, purchase price, deposit and when it goes hard, the due diligence period, closing date, contingencies, and the estoppel and rent-roll delivery conditions pulled into structured fields, each citing its source page, so the diligence calendar is built before you open the leases.
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A purchase and sale agreement is a schedule of deadlines wrapped around a price. Almost every acquisition problem traces to one of the dates or conditions below being unread, because it sat in a rider or a schedule nobody abstracted. Each row names the provision, says what it controls, and states the consequence when it is missed.
| PSA provision | What it controls | What it costs when it is missed |
|---|---|---|
| Buyer, seller, and property | The contracting entities, the legal description of the property, and any excluded assets or personal property | A mismatch between the PSA entity and the title-holding entity, or an unnoticed exclusion, stalls closing and can void title insurance |
| Purchase price and deposit | The price, the earnest money amount, and whether the deposit is refundable (soft) or non-refundable (hard) | The single most expensive field. Miss the date the deposit goes hard and a buyer that walks during diligence forfeits earnest money it thought was refundable |
| Due diligence period | The inspection window during which the buyer can terminate for any reason and get its deposit back | The DD period is when the leases must be abstracted and the rent roll verified. Let it lapse without objecting and the buyer loses its free look and its exit |
| Closing date and extensions | The scheduled closing, any extension rights, and the fee or additional deposit to extend | A buyer that needs more time and never read the extension mechanics can lose the deal, or pay a non-refundable extension fee it did not budget |
| Title, survey, and objection deadlines | The window to review title and survey and to raise objections the seller must cure | Objection deadlines are short and firm. Miss the date and title exceptions the buyer would have fought become accepted, encumbering the property post-closing |
| Estoppel and rent-roll delivery conditions | The seller's obligation to deliver tenant estoppel certificates, SNDAs, and a certified rent roll as a condition to closing | The estoppel threshold (often a required percentage of tenants or all major tenants) is a closing condition. Missing it, or a tenant estoppel that contradicts the lease, can blow the closing or reprice the deal |
| Prorations and security deposit transfer | How rent, CAM, and taxes are prorated at closing, and the transfer of tenant security deposits to the buyer | Prorations set at the wrong date, or security deposits not credited, mean the buyer inherits liabilities it paid full price to avoid |
A PSA is a diligence calendar disguised as a contract. Getting it right means pulling every date and condition into a form the acquisition team can run against, before the leases are even opened.
The buyer and seller entities, the legal property description, and any excluded assets, so the contracting parties match the title-holding entities before closing.
The purchase price, the earnest money amount, and the date the deposit converts from refundable to non-refundable, the field a buyer cannot afford to misread.
The inspection window and the buyer's termination right, captured as the deadline by which the leases must be abstracted and the rent roll verified.
The scheduled closing, any extension rights, and the fee or additional deposit to extend, so the schedule and its cost are known up front.
The title and survey review window and the objection deadlines, which are short and firm and control what exceptions the buyer can still fight.
The seller's obligation to deliver tenant estoppels, SNDAs, and a certified rent roll as closing conditions, plus the proration and security-deposit transfer mechanics.
From a PSA to a diligence calendar of every date and condition, with a source citation per field, before you open the leases.
Include the purchase and sale agreement, every amendment that moved a date or the price, and the schedules that carry the property description and delivery conditions. Scans are fine.
The model returns the parties, price, deposit and its hard date, due diligence period, closing date and extensions, title and objection deadlines, estoppel and rent-roll conditions, and prorations as structured fields.
Each field links to its source page. The output flags the date the deposit goes hard, the DD expiration, the objection deadlines, and the estoppel threshold, so the team knows every deadline that can cost money.
Push the dates and conditions to Excel, CSV, JSON, or the API, and move on to abstracting the rent roll and leases the DD period requires you to review.
Last updated July 2026. What a commercial PSA is, the deadlines that decide the deposit, the estoppel and rent-roll delivery conditions, and why the PSA is the first document abstracted in an acquisition.
A purchase and sale agreement, or PSA, is the binding contract that governs the sale of a commercial property. It sets the buyer and seller, the property, the purchase price, the earnest money deposit, the due diligence period, the closing date, the contingencies, and the conditions the seller must satisfy to close, including delivering tenant estoppels and a certified rent roll. Abstracting it means pulling those dates and conditions into a structured record the acquisition team runs the deal against.
The reason the PSA is abstracted first, before the leases, is that it runs the clock. The due diligence period it sets is the window in which every lease must be abstracted and the rent roll verified, so the PSA abstract builds the calendar that the rest of diligence has to fit inside. The lease-level work that follows is on lease abstraction for acquisition due diligence.
The three that decide money are the date the earnest money deposit goes hard (becomes non-refundable), the expiration of the due diligence period (the last day the buyer can walk and recover its deposit), and the closing date. Alongside them sit the title and survey objection deadlines and any closing extension dates. Every one of these is short, firm, and expensive to miss, which is why an acquisition team abstracts the PSA before doing anything else.
The due diligence period, also called the inspection or feasibility period, is the window, commonly 30 to 60 days, during which the buyer can investigate the property and terminate for any reason with its deposit refunded. It is the buyer's free look. It is also when the leases get abstracted, the rent roll gets verified against the actual documents, and any discrepancy that would reprice the deal has to surface. Let the period lapse without objecting and the buyer loses both its exit and its leverage.
Because the leases have to be read inside that window, teams pair the PSA abstract with fast lease abstraction. The rent-roll verification step is on rent roll abstraction, and the estoppel review is on estoppel certificate abstraction.
Most commercial PSAs make delivery of tenant estoppel certificates a condition to closing. The PSA sets a threshold, often estoppels from all major or anchor tenants plus a percentage of the rest, and the buyer can walk if the threshold is not met or if an estoppel contradicts the lease it was given. The estoppel condition is where lease abstraction and the PSA meet: the buyer abstracts each lease, then checks the returned estoppel against the abstract for any conflict on rent, term, or options.
Yes. Unlike a letter of intent, a PSA is a binding contract from signature, subject to its own contingencies. The buyer's main escape is the due diligence termination right during the inspection period; once the deposit goes hard, the buyer is generally committed and forfeits the deposit if it fails to close without a valid contingency. That shift from refundable to non-refundable is the most important date in the document, which is why the abstract flags it first.
Acquisition and asset management teams building the diligence calendar, real estate attorneys tracking the conditions to closing, and title and closing coordinators reconciling the delivery obligations. The output feeds the acquisition model and the diligence checklist, and it sets the deadline the lease abstraction work has to beat.
Yes, and it is valuable precisely because the dates are what matter and they are easy to miss by hand. The model reads each PSA and its amendments, returns the parties, price, deposit and hard date, due diligence period, closing and extensions, objection deadlines, estoppel and rent-roll conditions, and prorations as structured fields, and builds the diligence calendar. Accuracy depends on scan quality, and every published accuracy figure in this category is self-reported, so test on your own worst-scanned PSA first. The general tool is on lease abstraction software.
Still have questions? Our team is happy to help.
Talk to our teamThe binding contract governing the sale of a commercial property. It sets the buyer, seller, price, earnest money deposit, due diligence period, closing date, contingencies, and the seller's conditions to close, including delivering tenant estoppels and a certified rent roll.
The date the deposit goes hard (non-refundable), the expiration of the due diligence period, and the closing date, plus title and survey objection deadlines and any extension dates. Each is short, firm, and expensive to miss.
The inspection window, commonly 30 to 60 days, during which the buyer can investigate the property and terminate for any reason with its deposit refunded. It is when the leases are abstracted and the rent roll is verified against the documents.
A closing condition requiring the seller to deliver tenant estoppel certificates, usually from all major tenants plus a percentage of the rest. The buyer can walk if the threshold is not met or an estoppel contradicts the lease it was given.
Yes. Unlike a letter of intent, a PSA is binding from signature, subject to its contingencies. The buyer's main escape is the due diligence termination right; once the deposit goes hard, the buyer generally forfeits it if it fails to close without a valid contingency.
Yes. The model reads each PSA and its amendments, returns the parties, price, deposit and hard date, due diligence period, closing, objection deadlines, estoppel and rent-roll conditions, and prorations as structured fields, and builds the diligence calendar. Test on your worst-scanned PSA first.
When the seller stays on as tenant, the leaseback that pairs with the PSA.
Learn moreThe lease-level work the DD period requires.
Learn moreVerify the rent roll the PSA requires delivered.
Learn moreCheck estoppels against the leases as a closing condition.
Learn moreThe non-binding step that precedes the PSA.
Learn morePut the PSA deadlines on the diligence calendar.
Learn moreThe full overview of our AI lease abstraction tool.
Learn more