Glossary

Purchase and Sale Agreement (PSA)

Also known as: sale contract, purchase agreement, PSA

The definitive, binding contract governing the sale of real property, setting out the purchase price, deposit, closing conditions, representations and warranties, and remedies for default.

The PSA supersedes the LOI once negotiated and executed, converting negotiated business points into enforceable legal obligations — it is the document actually referenced at closing and litigated over if the deal breaks down. Key negotiated provisions beyond price include the due diligence period and contingencies, the point at which the earnest money deposit becomes non-refundable, representations and warranties survival periods, casualty and condemnation risk allocation, and assignability of the buyer's contract rights. Because CRE purchase agreements are heavily negotiated and property-specific, brokers typically hand off active drafting control to transaction counsel once the PSA stage begins, while continuing to manage timeline, competing-buyer leverage, and communication between the parties.