The period exists to find the reasons not to buy. A checklist run late is a checklist run for nothing.
Esshaki Legal Media TeamCurrent as of October 2022
The due diligence period in a commercial purchase agreement is a negotiated
window in which the buyer can investigate and, usually, terminate. What matters
is that the work finishes inside it.
Title and survey. Order both immediately. The commitment’s exceptions and the
survey together reveal easements, encroachments and access problems, and
objections normally have their own earlier deadline inside the diligence period.
Zoning and use. Confirm the intended use is permitted as of right rather than
by a variance that may not survive. Check parking ratios, signage and any
non-conforming use status.
Environmental. A Phase I assessment is standard; its recommendations decide
whether a Phase II is needed, and that takes time the period may not allow.
Leases and estoppels. Read every lease rather than the rent roll. Then obtain
estoppel certificates from tenants confirming the terms, the rent, and that no
defaults exist — a rent roll is the seller’s summary, an estoppel is the tenant’s
statement.
Service contracts, warranties and permits. Identify which survive the sale
and which the buyer must assume.
Financials. Operating expenses, tax history and any pending assessment.
The recurring failure is sequencing: ordering the survey in week three of a
thirty-day period, then discovering an access issue with four days left and no
leverage to extend.