Appendix C: Form of Due Diligence and Closing Checklist

• Author: Gregory M Stein - Michael D Goodwin - Morton P Fisher Jr
• Pages: 417-430

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

DUE DILIGENCE CHECKLIST

SUBJECT

RESPONSIBLE

PARTY DATE STATUS

A. Acquisition Matters

Execution of Purchase and Sale

Agreement (PSA)

Purchaser’s delivery of Deposit to

Escrow Agent (PSA § 2.2.2.1)

(Continued)

ste54861_10_app_365-516.indd 417 8/4/16 3:28 PM