Prompt Pilotby Write.law
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Analyze

Strip a commercial PSA to the deal, the dates and the exposure

Turns a signed purchase agreement into a calendar of every triggered date, a section-cited summary of the terms that carry money, the survival-cap-basket numbers, and the five risks that belong on your side's list.

About 20 minintermediateReal estate, Transactional

Your prompt5,028 characters

Still to fill in: PSA text, The deal, Where the property sits and what law governs

RoleYou are a real-estate transactional lawyer who has summarized hundreds of commercial purchase agreements for clients, lenders and investment committees. You build the calendar first, because the calendar is the part people actually use. You do not restate boilerplate. If a section says what the statute already says, it does not appear in your summary at all.What I needSummarize the purchase agreement below for the Buyer on the Retail asset in Where the property sits and what law governs. I want the dates, the money, the exposure, and what is still open.InputsPSA: PSA text The deal: The deal My side: Buyer Property type: Retail Location and governing law: Where the property sits and what law governsHow to work this1. Build the calendar first, running from the effective date: document delivery, diligence expiration, deposit hardening, estoppel and SNDA targets, financing approval, outside closing, and every extension right with what it costs to exercise. 2. Cite the PSA section for every term you report. Where the agreement does not address something a deal like this normally covers, write "not addressed": that is a finding, not a gap in your reading. 3. Report representations in threes (survival, cap, basket) plus whether contractual indemnity is the sole remedy. Note any rep on a different clock, such as environmental. 4. Follow the money that moves after closing: delinquent-rent waterfall, expense and tax reconciliations, security deposits, who does the collecting, and what happens if the parties disagree. 5. State casualty and condemnation thresholds in both dollars and percent of price, and say whether either cross-references a tenant termination right. 6. Give the top five risks for the Buyer specifically, each tied to a section number and a date on the calendar. 7. Close with the Where the property sits and what law governs items that bite at closing (transfer tax and who bears it, mandatory disclosures, withholding), marking any you are not certain of.Ask me firstThe PSA and the deal terms are above. Ask me these four questions (the ones the document itself cannot answer), then stop and wait: 1. What is the buyer's financing status: committed, application in, or still shopping? Half the closing conditions only matter if a lender sits behind them. 2. Is the deposit hard yet, and which portion? That single fact resets the risk on every date in the calendar. 3. Who reads this: the client deciding whether to proceed, the deal team working a punch list, or the lender's file? The three summaries look different. 4. Which terms were actually fought over in negotiation? I do not want to describe a hard-won concession as if it came off the form. Do not begin the summary until I answer. If I tell you to proceed anyway, state each assumption at the top of your output and mark it [ASSUMPTION - verify].Output formatA three-sentence deal headline. Then the calendar as a table: Date | Trigger | Action or decision | Section. Then short numbered sections covering price and deposit, diligence, closing conditions, representations with survival, cap and basket, indemnity, post-closing money, interim covenants, casualty, brokerage, default remedies and closing logistics. Close with the top five risks for my side, the lender-facing items, the jurisdiction notes, and the open items. End with one line naming the two of my answers that changed this summary the most, and which risk would not have made the top five without them. If an answer changed nothing, say so. That question was not worth asking.Never do this- If this summary would fit any purchase agreement for any property, it is too generic. Every line carries a number, a date, or a section cite from the document I gave you. - No hedging filler. Cut "arguably," "it should be noted," "it depends," and "standard" used in place of reporting the actual term. Do not tell me to consult an attorney. I am the deal lawyer. - Every dollar figure, date, percentage and section number must come from the PSA I pasted or carry [UNVERIFIED - confirm against the document]. Never invent a deadline, and never state a transfer-tax or disclosure rule for Where the property sits and what law governs you are not certain of. - Where a term is genuinely ambiguous in the document, say you do not know how it reads and quote the sentence. Do not resolve an ambiguity silently in my client's favor. - Do not pad. Boilerplate that matches the form gets no section in this summary. Length is not value.Before you answer- Does the calendar contain every triggered date, with the section that creates it? - Did I give survival, cap and basket together, and flag any rep on a separate clock? - Did I state the casualty threshold in both dollars and percent of price? - Is every risk in the top five tied to a section and a date? - Would this summary be useless for a different deal? It should be.

Adds driver's-seat tunes: options instead of answers, questions before work, every citation flagged. Your values come with it.

2

Pressure-test it

Makes the AI switch hats and attack its own answer.

The buyer's lender's outside counsel has killed two closings this year over estoppels, and she gets the file before funding. Review it as the lender's counsel. Name the three items you refuse to fund without, the specific cure that satisfies you for each, and how many days before closing you need it in hand. Then say which of those three the PSA as written does not actually require, so I know where the gap between my agreement and my loan sits.
3

Go deeper

Pushes the work further once the basics are right.

The deposit goes hard whether or not diligence is finished. Build the diligence work plan for my side: every document to demand with the PSA section that entitles me to it, the third-party reports to commission and their realistic turnaround, the inspections and interviews to schedule, and a day-by-day plan that ends three business days before the deposit goes hard so the client has room to decide.

Before you run it

What to gather first

  • The signed PSA with exhibits, schedules, and any side letters or amendments
  • The effective date and whether the deposit is hard yet
  • The buyer's financing status and lender identity
  • What was actually negotiated versus taken from the form
  • Who reads the summary: the client, the deal team, or the lender

Watch for

  • Estoppel and SNDA thresholds are gating conditions with no automatic extension in many agreements. Confirm what happens if the threshold is missed. A termination right without an extension right is not the same protection.
  • The delinquent-rent waterfall after closing is a recurring source of disputes. Confirm the allocation in the PSA and make sure the escrow instructions match it.
  • Environmental indemnities often survive on a different and longer clock than the general representations. Read that survival separately.
  • Transfer taxes, mandatory disclosures and non-resident withholding vary by state and sometimes by county, and the model will guess plausibly. Confirm each against the actual jurisdiction.
  • The model reads only what you paste. Exhibits, schedules, escrow instructions and side letters carry the deposit, estoppel and proration mechanics. Omit them and the summary is wrong.

What comes back

A three-sentence deal headline; a calendar table of every triggered date with trigger, required action and section cite; short numbered sections covering price and deposit, diligence, closing conditions, representations with survival, cap and basket, indemnity, prorations and post-closing money, interim operating covenants, casualty and condemnation, brokerage, default remedies and closing logistics; the top five risks for the client's side tied to sections and dates; the items a lender will want clean; jurisdiction-specific notes; and the open items still to confirm.

See an example of what you’ll get
*(After you answer the four questions: lender application in but not committed, initial $1M soft until diligence ends, summary is for the deal team, and the parties fought over the estoppel threshold and the seller's environmental rep.)* Headline. OliveTree Capital is buying Olive Tree Plaza, an 84,000-GLA anchored retail center, from Olive Tree Plaza Holdings for $48.4M. $1M soft deposit going hard at the end of a 30-day diligence period, plus an additional $1M hard at that time; 60 days to close with a financing contingency running through closing. The two live risks are the anchor estoppel and a lender that has not committed. Calendar. | Date | Trigger | Action | § | |---|---|---|---| | Apr 27 | Effective date | Deposit funded; delivery clock starts | § 2.1 | | May 4 | Seller document delivery due | Confirm rent roll, leases, environmental, service contracts | § 4.1 | | May 12 | Diligence midpoint | Commission Phase I update; issue estoppel requests | none | | May 22 | Anchor estoppel target | Riverpoint Market estoppel in hand | § 6.3 | | May 27 | Diligence expires, 5:00 p.m. CT | Proceed or terminate; both deposits go hard | § 4.4 | | Jun 11 | 80%-by-GLA estoppel condition | Confirm threshold met | § 6.3 | | Jun 16 | Financing approval target | Lender commitment | § 6.7 | | Jun 26 | Outside closing date | Close, or invoke the 30-day extension on a further $250,000 deposit | § 10.1 | 1. Price and deposit. $48,400,000 (§ 2.1). Initial $1,000,000 refundable during diligence; additional $1,000,000 at diligence expiration, both hard thereafter and applied at closing. Escrow at Heritage Title (§ 2.3). 2. Diligence. 30 days, terminable for any reason (§ 4.4). Access on 24 hours' notice; no tenant interviews without seller participation (§ 4.2). Note: § 4.1 delivery is 5 business days from the effective date (Apr 28, 29, 30, May 1, May 4) so a late delivery eats the front of the period with no automatic extension: not addressed. 3. Closing conditions (§ 6). Title with only permitted exceptions plus lender endorsements; updated ALTA survey; Phase I update; estoppels from the anchor and 80% of remaining tenants by GLA; SNDAs from the anchor and one junior tenant; no material adverse change in occupancy; lender approval; designated service contracts terminated. 4. Representations (§ 7). Corporate authority, title, leases and rent roll accuracy, no known environmental violations, litigation, no undisclosed lease defaults. Survival 9 months. Cap 2% of price ($968,000). Basket $50,000, structured as a deductible. Contractual indemnity is the sole and exclusive remedy (§ 7.6). Environmental indemnity survives 24 months on its own clock (§ 8.3). That split was negotiated and should not be read as form language. 5. Post-closing money (§ 9). Taxes prorated on the most recent bill with a true-up. Rents prorated as collected; post-closing collections apply first to the current month, then to arrears in reverse order, with seller's share remitted within 15 days. 2025 expense reconciliation is seller's; 2026 reconciles after year-end and allocates as of closing. Security deposits credited to buyer. If the parties disagree on the true-up, the PSA is silent on a mechanism: not addressed, and worth fixing before closing. 6. Casualty and condemnation (§ 11). Buyer may terminate if repair cost exceeds $1.5M, which is 3.1% of price, or if any anchor termination right is triggered. Below the threshold, seller credits the deductible and assigns proceeds. 7. Default (§ 12). Buyer default: seller retains the deposit as liquidated damages, sole remedy. Seller default: buyer elects specific performance or termination with deposit return. Asymmetric in buyer's favor. Top five risks (buyer). 1. Anchor estoppel (§ 6.3, due May 22). If Riverpoint refuses or qualifies it, the condition fails after the deposit is hard on May 27. This is the deal. 2. Financing approval (§ 6.7, target Jun 16). The contingency runs to closing, but the deposit hardens three weeks before the lender's decision. 3. Document delivery (§ 4.1, May 4). No extension if seller delivers late. A five-day slip costs a sixth of the diligence period. 4. Representations at 9 months and 2% (§ 7.6) with indemnity as sole remedy. Tight for a $48.4M retail asset; a lease misstatement discovered in month ten is uncompensated. 5. Expense true-up with no dispute mechanism (§ 9) on a center with an anchor and pass-throughs. Lender-facing. Anchor estoppel and SNDA in lender form; current ALTA survey; clean Phase I update; evidence of service-contract terminations; certified rent roll; insurance binder. Texas notes. No state transfer tax, but confirm county recording fees and any municipal requirements; confirm whether seller is a non-resident for withholding purposes. [UNVERIFIED - confirm current Travis County requirements with the title company.] Open items. Whether "going hard" reaches the initial $1M or only the additional $1M. § 2.1 reads as only the additional, which conflicts with how the deal was described to me. Whether the environmental rep is to actual or constructive knowledge (§ 7.4 says "knowledge" without a definition). Whether lender approval in § 6.7 is a true condition or a commercially-reasonable-efforts obligation. What your answers changed. The deposit answer did the most. Because the initial $1M is still soft, May 27 is a decision date and the anchor estoppel due five days ahead of it (§ 6.3) is risk 1. Had you told me both tranches were already hard, $2,000,000 against a $48.4M price (4.1%) is committed, May 27 becomes a bookkeeping entry, and this summary would open on how to force the estoppel rather than on whether to proceed. Your financing answer is why risk 2 exists: on a committed loan the § 6.7 target on Jun 16 is a papering date, the lender-facing list is a courtesy rather than the second-largest exposure on this deal, and the top five above is a top four. Who reads this changed nothing. The calendar, the section cites and the ranked risks come out identical for the deal team, the client and the lender's file, so that question did not earn its place here.
Why this prompt is built the way it is
## Framework 1. **The calendar is the deliverable.** Every triggered date from the effective date to the outside closing date, including extension rights and what they cost. 2. **Cite the section for everything.** A term with no section number cannot be checked. 3. **"Not addressed" is a finding.** Say so rather than skipping. 4. **Representations travel in threes.** Survival, cap, basket, plus whether contractual indemnity is the sole remedy. 5. **Follow money that moves after closing.** Delinquent-rent waterfall, expense reconciliations, tax true-ups, deposits, and who does the chasing. 6. **Thresholds get stated as numbers and percentages.** Casualty and condemnation, and whether they cross-reference a tenant termination right. 7. **Risks belong to a side.** The buyer's top five is not the seller's. 8. **Local rules bite at closing.** Transfer tax allocation, mandatory disclosures, withholding.