A commercial purchase agreement is largely a schedule of conditions and the dates by which they must be satisfied or waived.
Due diligence or inspection period. The buyer’s right to investigate and, usually, to terminate for any reason and recover the deposit. Its length, and whether the deposit becomes non-refundable at expiry, are the central commercial terms.
Title and survey review. A period to object, a period for the seller to elect whether to cure, and a right to terminate if it will not. Failure to object within the window generally waives the objection and makes the exception a permitted encumbrance.
Financing contingency. Increasingly resisted by sellers. Where present it should define the required terms precisely, because a contingency satisfied by any loan at any rate is no protection.
Estoppels and SNDAs from tenants, often with a threshold requirement of a percentage of leased area and all major tenants.
Environmental. A Phase I, with a right to a Phase II on defined triggers and a corresponding extension.
Governmental approvals for entitlements, with an outside date.
Casualty and condemnation provisions, allocating the risk between contract and closing.
Deposit mechanics. Who holds it, when it goes hard, what instructions the escrow agent follows on a dispute, and whether interest accrues.