Appendix C: Form of Due Diligence and Closing Checklist

AuthorGregory M Stein - Michael D Goodwin - Morton P Fisher Jr
Appendices 417
Appendix C
Form of Due Diligence and Closing Checklist
Note: The particular provisions of a due diligence and closing checklist
will vary widely, depending on the type and structure of the commercial
real estate transaction; the type of property; the type and relationship of
the parties; the terms of the agreement of purchase and sale, the loan com-
mitment, and the other transactional documents; the type of closing; and
local real estate practice. Furthermore, the responsibilities of the parties
and the role of the closing or escrow agent, who may be a title agent or law-
yer, will vary according to local real estate practice. Accordingly, this Form
is intended to be illustrative, and the practitioner should become familiar
with the documents and with local practice before preparing a due dili-
gence and closing checklist.
In some cases, the buyer and the seller may decide to share a common
checklist that covers acquisition matters, and the buyer then will prepare a
separate checklist that addresses loan issues. The parties may also decide
to use separate checklists for due diligence and closing matters. The Form
that follows is designed to be inclusive, covering both acquisition and loan
issues and including both due diligence and closing items, but is prepared
largely from the perspective of the purchaser/borrower. Note also that this
Due Diligence Checklist mostly arranges items in the sequence in which
they appear in the Purchase and Sale Agreement and the Loan Agreement,
while some drafters prefer to group items on the basis of the party that is
responsible for performing them.
PSA shall mean Purchase and Sale Agreement
LA shall mean Loan Agreement
A. Acquisition Matters
Execution of Purchase and Sale
Agreement (PSA)
Purchaser’s delivery of Deposit to
Escrow Agent (PSA §
ste54861_10_app_365-516.indd 417 8/4/16 3:28 PM

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